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EXHIBIT 4.7
STOCK PURCHASE WARRANT
This STOCK PURCHASE WARRANT ("Warrant") is issued this 31st day of March,
1998, by ONLINE RESOURCES & COMMUNICATIONS CORPORATION, a Delaware corporation
(the "Company"), to SIRROM CAPITAL CORPORATION, a Tennessee corporation (SIRROM
CAPITAL CORPORATION and any subsequent assignee or transferee hereof are
hereinafter referred to collectively as "Holder" or "Holders").
AGREEMENT:
1. ISSUANCE OF WARRANT; TERM. For and in consideration of SIRROM
CAPITAL CORPORATION making a loan to the Company in an amount of SIX MILLION
and no/l00ths Dollars ($6,000,000) pursuant to the terms of a secured
promissory note of even date herewith (the "Note") and related loan agreement
of even date herewith (the "Loan Agreement"), and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Company hereby grants to Holder the right to purchase 250,000 shares ("Base
Amount") of the Company's common stock (the "Common Stock"), provided that in
the event that any portion of the indebtedness evidenced by the Note is
outstanding on the following dates, the Base Amount shall be increased to the
corresponding number set forth below:
DATE BASE AMOUNT
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March 31, 1999 325,000 shares
March 31, 2000 400,000 shares
March 31, 2001 475,000 shares
March 31, 2002 550,000 shares
March 31, 2003 625,000 shares
The shares of Common Stock issuable upon exercise of this Warrant are
hereinafter referred to as the "Shares." This Warrant shall be exercisable at
any time and from time to time from the date hereof until May 31, 2003 (the
"Expiration Date").
2. EXERCISE PRICE. The exercise price (the "Exercise Price") per
share for which all or any of the Shares may be purchased pursuant to the terms
of this Warrant shall be Three Dollars ($3.00).
3. EXERCISE. This Warrant may be exercised by the Holder hereof (but
only on the conditions hereinafter set forth) in whole or in part, upon
delivery of written notice of intent to exercise to the Company in the manner
at the address of the Company set forth in Section 14 hereof, together with
this
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Warrant and payment to the Company of the aggregate Exercise Price of the
Shares so purchased. The Exercise Price shall be payable, at the option of the
Holder, (i) by certified or bank check, (ii) by the surrender of the Note or
portion thereof having an outstanding principal balance equal to the aggregate
Exercise Price or (iii) by the surrender of a portion of this Warrant where the
Shares subject to the portion of this Warrant that is surrendered have a fair
market value equal to the aggregate Exercise Price. In the absence of an
established public market for the Common Stock, fair market value shall be
established by the Company's board of directors in a commercially reasonable
manner. Upon exercise of this Warrant as aforesaid, the Company shall as
promptly as practicable, and in any event within fifteen (15) days thereafter,
execute and deliver to the Holder of this Warrant a certificate or certificates
for the total number of whole Shares for which this Warrant is being exercised
in such names and denominations as are requested by such Holder. If this
Warrant shall be exercised with respect to less than all of the Shares, the
Holder shall be entitled to receive a new Warrant covering the number of Shares
in respect of which this Warrant shall not have been exercised, which new
Warrant shall in all other respects be identical to this Warrant. The Company
covenants and agrees that it will pay when due any and all state and federal
issue taxes which may be payable in respect of the issuance of this Warrant or
the issuance of any Shares upon exercise of this Warrant.
4. COVENANTS AND CONDITIONS. The above provisions are subject to the
following:
(a) Neither this Warrant nor the Shares have been registered
under the Securities Act of 1933, as amended ("Securities Act"), or
any state securities laws ("Blue Sky Laws"). This Warrant has been
acquired for investment purposes and not with a view to distribution or
resale and may not be sold or otherwise transferred without (i) an
effective registration statement for such Warrant under the Securities
Act and such applicable Blue Sky Laws, or (ii) an opinion of counsel,
which opinion and counsel shall be reasonably satisfactory to the
Company and its counsel, that registration is not required under the
Securities Act or under any applicable Blue Sky Laws (the Company hereby
acknowledges that Xxxxxxxxx, Xxxxxx & Xxxxxxx, P.C. is acceptable
counsel). Transfer of the Shares shall be restricted in the same manner
and to the same extent as the Warrant and the certificates representing
such Shares shall bear substantially the following legend:
THE SHARES OF COMMON STOCK REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR ANY APPLICABLE STATE
SECURITIES LAW AND MAY NOT BE TRANSFERRED
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UNTIL (I) A REGISTRATION STATEMENT UNDER THE
ACT AND SUCH APPLICABLE STATE SECURITIES LAWS
SHALL HAVE BECOME EFFECTIVE WITH REGARD
THERETO, OR (II) IN THE OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER
SUCH SECURITIES ACTS AND SUCH APPLICABLE
STATE SECURITIES LAWS IS NOT REQUIRED
IN CONNECTION WITH SUCH PROPOSED TRANSFER.
The Holder hereof and the Company agree to execute such other documents
and instruments as counsel for the Company reasonably deems necessary to
effect the compliance of the issuance of this Warrant and any shares of
Common Stock issued upon exercise hereof with applicable federal and
state securities laws.
(b) The Company covenants and agrees that all Shares which may
be issued upon exercise of this Warrant will, upon issuance and payment
therefor, be legally and validly issued and outstanding, fully paid
and nonassessable, free from all taxes, liens, charges and preemptive
rights, if any, with respect thereto or to the issuance thereof. The
Company shall at all times reserve and keep available for issuance upon
the exercise of this Warrant such number of authorized but unissued
shares of Common Stock as will be sufficient to permit the exercise in
full of this Warrant.
(c) The Company covenants and agrees that it shall not from
and after the date hereof: (i) sell and/or issue any shares of the
Company's capital stock at a price per share less than the Exercise
Price in effect immediately prior to such sale or issuance (other than
pursuant to any options, warrants or convertible securities outstanding
on the date hereof), (ii) sell and/or issue any warrants or options for
shares of the Company's capital stock with an exercise price per share
less than the Exercise Price in effect immediately prior to such sale or
issuance, or (iii) sell and/or issue any preferred stock, convertible
debt or any other convertible securities with a conversion price of per
share less than the Exercise Price in effect immediately prior to such
sale or issuance (items (i), (ii) and (iii) of this subsection (c) are
individually and collectively referred to herein as a "Below Market
Transaction"). In the event that the Company consummates a Below Market
transaction after the date hereof, without the prior written consent of
the Holder hereof (except as provided in this Section 4 in subsection
(d) below), then the Exercise Price shall be reduced to the price
determined by dividing (y) an amount equal to the sum of (A) the total
number of shares of Common Stock outstanding immediately prior to such
Below Market Transaction, plus the number of shares of Common Stock
issuable upon conversion or exercise (as applicable) of (1) all the
outstanding shares of the Series A Preferred Stock
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of the Company, the Series B Preferred Stock of the Company, and the
Series C Preferred Stock of the Company, and (2) this Warrant, multiplied
by the then existing Exercise Price, and (B) the consideration, if any,
received by the Company upon such Below Market Transaction by (z) the
number of shares of Common Stock referenced in this Section 4 in
subsection (c) (y) (A) above, plus the additional shares of Common Stock
issued or sold, or deemed issued or sold in connection with such Below
Market Transaction. Notwithstanding the foregoing, if any shares of
Common Stock are issued or sold, or deemed to have been issued or sold,
in any "Financing" (as defined below) at less than the then existing
Exercise Price, the Exercise Price shall be reduced to such lower price
for which such shares of Common Stock are issued or sold or deemed to be
issued or sold. For purposes hereof, a Financing means any transaction
or related series of transactions which occurs at any time through
November 30, 1998 in which the Company issues or sells, or is deemed to
have issued or sold in accordance with this Section 4 in subsection
(c) (i) through (iii) hereof, shares of Common Stock. No adjustment of
the Exercise Price shall be made in an amount less than $.001 per share,
and any such lesser adjustment shall be carried forward and shall be made
at the time and together with the next subsequent adjustment which
together with any adjustments so carried forward shall amount to $.001
per share or more.
(d) Anything herein to the contrary notwithstanding, the
Company shall not be required to make any adjustment of Exercise Price
in the event of the issuance of Common Stock (i) upon conversion of any
shares of Series A Preferred Stock of the Company, Series B Preferred
Stock of the Company or Series C Preferred Stock of the Company at any
time outstanding; (ii) in connection with options to purchase up to
4,067,724 shares of Common Stock which have been issued to officers,
employees or directors of or consultants or advisors to the Company
pursuant to any plan, agreement or other arrangement which is approved
by the Board of Directors of the Company, (iii) in connection with
options or shares to purchase up to an additional 640,000 shares of
Common Stock which may have been issued after April 30, 1997 to
officers, employees or directors of, or consultants or advisors to, the
Company pursuant to any plan, agreement or other arrangement or other
arrangement which has been approved by the Board of Directors of the
Company or (iv) upon exercise of any warrants or conversion of any notes
issued on or before May 1, 1997 or otherwise issued in conjunction with
the issuance and sale of shares of Series C Preferred Stock of the
Company.
5. TRANSFER OF WARRANT. Subject to the provisions of Section 4
hereof, this Warrant may be transferred, in whole or in
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part, to any person or business entity, by presentation of the Warrant to the
Company with written instructions for such transfer. Upon such presentation
for transfer, the Company shall promptly execute and deliver a new Warrant or
Warrants in the form hereof in the name of the assignee or assignees and in the
denominations specified in such instructions. The Company shall pay all
expenses incurred by it in connection with the preparation, issuance and
delivery of Warrants under this Section.
6. WARRANT HOLDER NOT SHAREHOLDER; RIGHTS OFFERING; PREEMPTIVE
RIGHTS. Except as otherwise provided herein, this Warrant does not confer upon
the Holder, as such, any right whatsoever as a shareholder of the Company.
Notwithstanding the foregoing, if the Company should offer to all of the
Company's shareholders the right to purchase any securities of the Company,
then all shares of Common Stock that are subject to this Warrant shall be
deemed to be outstanding and owned by the Holder and the Holder shall be
entitled to participate in such rights offering. The Company shall not grant
any preemptive rights with respect to any of its capital stock without the
prior written consent of the Holder.
7. OBSERVATION RIGHTS. The Holder of this Warrant shall receive
notice of and be entitled to attend or may send a representative to attend all
meetings of the Company's Board of Directors in a non-voting observation
capacity and shall receive a copy of all correspondence and information
delivered to the Company's Board of Directors, from the date hereof until such
time as the indebtedness evidenced by the Note has been paid in full.
8. ADJUSTMENT UPON CHANGES IN STOCK.
(a) If all or any portion of this Warrant shall be exercised
subsequent to any stock split, stock dividend, recapitalization,
combination of shares of the Company, or other similar event, occurring
after the date hereof, then the Holder exercising this Warrant shall
receive, for the aggregate Exercise Price, the aggregate number and
class of shares which such Holder would have received if this Warrant
had been exercised immediately prior to such stock split, stock
dividend, recapitalization, combination of shares, or other similar
event. If any adjustment under this Section 8(a), would create a
fractional share of Common Stock or a right to acquire a fractional
share of Common Stock, such fractional share shall be disregarded and
the number of shares subject to this Warrant shall be the next higher
number of shares, rounding all fractions upward. Whenever there shall be
an adjustment pursuant to this Section 8(a), the Company shall forthwith
notify the Holder or Holders of this Warrant of such adjustment, setting
forth in reasonable
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detail the event requiring the adjustment and the method by which such
adjustment was calculated.
(b) If all or any portion of this Warrant shall be exercised
subsequent to any merger, consolidation, exchange of shares, separation,
reorganization or liquidation of the Company, or other similar event,
occurring after the date hereof, as a result of which shares of Common
Stock shall be changed into the same or a different number of shares of
the same or another class or classes of securities of the Company or
another entity, or the holders of Common Stock are entitled to receive
cash or other property, then the Holder exercising this Warrant shall
receive, for the aggregate Exercise Price, the aggregate number and
class of shares, cash or other property which such Holder would have
received if this Warrant had been exercised immediately prior to such
merger, consolidation, exchange of shares, separation, reorganization or
liquidation, or other similar event. If any adjustment under this
Section 8(b) would create a fractional share of Common Stock or a right
to acquire a fractional share of Common Stock, such fractional share
shall be disregarded and the number of shares subject to this Warrant
shall be the next higher number of shares, rounding all fractions
upward. Whenever there shall be an adjustment pursuant to this Section
8(b), the Company shall forthwith notify the Holder or Holders of this
Warrant of such adjustment, setting forth in reasonable detail the event
requiring the adjustment and the method by which such adjustment was
calculated.
9. PUT AGREEMENT.
(a) The Company hereby irrevocably grants and issues to Holder
the right and option to sell to the Company (the "Put") this Warrant for
a period of thirty (30) days immediately prior to the Expiration Date,
at a purchase price (the "Put Price") equal to the Fair Market Value (as
hereinafter defined) of the shares of Common Stock issuable to Holder
upon exercise of this Warrant.
(b) Holder may exercise the Put by delivery of written notice
(the "Put Notice") of such exercise to the Company in the manner and at
the address of the Company set forth in Section 14 hereof. The Company
shall pay to Holder, in cash or by wire transfer of immediately
available funds, the Put Price within thirty (30) days of the receipt of
the Put Notice.
(c) For purposes of this Section 9, the Fair Market Value of
the shares of Common Stock of the Company issuable pursuant to this
Warrant shall be determined as follows:
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(i) The Company and the Holder shall each appoint an
independent, experienced appraiser who is a member of a
recognized professional association of business appraisers. The
two appraisers shall determine the value of the shares of Common
Stock which would be issued upon the exercise of the Warrant net
of the Exercise Price, assuming that the sale would be between a
willing buyer and a willing seller, both of whom have full
knowledge of the financial and other affairs of the Company, and
neither of whom is under any compulsion to sell or to buy.
(ii) If the higher of the two appraisals is not ten
percent (10%) greater than the lower of the appraisals, the Fair
Market Value shall be the average of the two appraisals. If the
higher of the two appraisals is equal to or greater than ten
percent (10%) more than the lower of the two appraisals, then a
third appraiser shall be appointed by the two appraisers, and if
they cannot agree on a third appraiser, the American Arbitration
Association shall appoint the third appraiser. The third
appraiser, regardless of who appoints him or her, shall have the
same qualifications as the first two appraisers.
(iii) The Fair Market Value after the appointment of the
third appraiser shall be the mean of the three appraisals.
(iv) The fees and expenses of the appraisers shall be paid
one-half by the Company and one-half by the Holder.
(d) Notwithstanding the foregoing, if the Company successfully
completes a bona fide underwritten public offering of its capital stock
with net proceeds to the Company of at least $30,000,000 or such lesser
amount at which the Series C Preferred Stockholders of the Company agree
to convert to Common Stock, the Put shall terminate.
10. REGISTRATION. The Company hereby covenants and agrees that this
Warrant and/or the Shares shall have the benefit of the registration rights set
forth in that certain Registration Rights Agreement dated as of May 30, 1997
among the Company and certain of the Company's shareholders, a copy of which is
attached hereto as Exhibit A and incorporated herein by reference (the
"Registration Rights Agreement"), as if this Warrant and/or the Shares were
"Registrable Common" (as defined in Registration Rights Agreement) and/or as if
the Shares were "Preferred" (as defined in the Registration Rights Agreement)
with respect to the rights under Section 9 of the Registration Rights
Agreement.
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11. CERTAIN NOTICES. In case at any time the Company shall propose
to:
(a) declare any cash dividend upon its Common Stock;
(b) declare any dividend upon its Common Stock payable in
stock or make any special dividend or other distribution to the holders
of its Common Stock;
(c) offer for subscription to the holders of any of its Common
Stock any additional shares of stock in any class or other rights;
(d) reorganize, or reclassify the capital stock of the
Company, or consolidate, merge or otherwise combine with, or sell of all
or substantially all of its assets to, another corporation;
(e) voluntarily or involuntarily dissolve, liquidate or wind
up of the affairs of the Company; or
(f) redeem or purchase any shares of its capital stock or
securities convertible into its capital stock;
then, in any one or more of said cases, the Company shall give to the
Holder of the Warrant (i) at least twenty (20) days' prior written
notice of the date on which the books of the Company shall close or a
record shall be taken for such dividend, distribution or subscription
rights or for determining rights to vote in respect of any such
reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding up, and (ii) in the case of such
reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding up, at least twenty (20) days' prior
written notice of the date when the same shall take place. Any notice
required by clause (i) shall also specify, in the case of any such
dividend, distribution or subscription rights, the date on which the
holders of Common Stock shall be entitled thereto, and any notice
required by clause (ii) shall specify the date on which the holders of
Common Stock shall be entitled to exchange their Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation
or winding up, as the case may be.
12. RIGHTS OF CO-SALE.
(a) Xxxxxxx X. Xxxxxx ("Management Shareholder") shall not
enter into any transaction that would result in the sale by him of any
Common Stock now or hereafter owned by him, unless prior to such sale
such Management Shareholder shall give written notice (the "Co-Sale
Notice")
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to Holder addressed and delivered as set forth in Section 14 hereof, of
his intention to effect such sale in order that Holder may exercise its
rights under this Section 12 as hereinafter described. Such notice shall
set forth (i) the number of shares to be sold by such Management
Shareholder, (ii) the principal terms of the sale, including the price
at which the shares are intended to be sold, and (iii) an offer by such
Management Shareholder to use his best efforts to cause to be included
with the shares to be sold by him in the sale, on a share-by-share basis
and on the same terms and conditions, the Shares issuable or issued to
Holder pursuant this Warrant.
(b) If Holder has not accepted such offer in writing within a
period of ten (10) days from the date of receipt of the Co-Sale Notice,
then such Management Shareholder shall thereafter be free for a period
of ninety (90) days to sell the number of shares specified in the
Co-Sale Notice, at a price no greater than the price set forth in the
Co-Sale Notice and on otherwise no more favorable terms to such
Management Shareholder than as set forth in the Co-Sale Notice, without
any further obligation to Holder in connection with such sale. In the
event that such Management Shareholder fails to consummate such sale
within such ninety-day period, the shares specified in Co-Sale Notice
shall continue to be subject to this Section 12.
(c) If Holder accepts such offer in writing within ten-day
period, then such acceptance shall be irrevocable unless such Management
Shareholder shall be unable to cause to be included in his sale the
number of Shares of stock held by Holder and set forth in the written
acceptance. In that event, such Management Shareholder and Holder shall
participate in the sale equally, with such Management Shareholder and
Holder each selling half the total number of such shares to be sold in
the sale.
(d) Notwithstanding the foregoing, if the Company successfully
completes a bona fide underwritten public offering of its capital stock
with net proceeds to the Company of at least $30,000,000 or such lesser
amount at which the Series C Preferred Stockholders of the Company agree
to convert to Common Stock, the Put shall terminate.
13. ARTICLE AND SECTION HEADINGS. Numbered and titled article and
section headings are for convenience only and shall not be construed as
amplifying or limiting any of the provisions of this Warrant.
14. NOTICE. Any and all notices, elections or demands permitted or
required to be made under this Warrant shall be in writing, signed by the
party giving such notice, election or demand and shall be delivered personally,
telecopied, or sent by
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certified mail or overnight via nationally recognized courier service (such as
Federal Express), to the other party at the address set forth below, or at such
other address as may be supplied in writing and of which receipt has been
acknowledged in writing. The date of personal delivery or telecopy or two (2)
business days after the date of mailing (or the next business day after
delivery to such courier service), as the case may be, shall be the date of
such notice, election or demand. For the purposes of this Warrant:
The Address of Lender is: Sirrom Capital Corporation
Suite 200
000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxx Xxx
Telecopy No.: 615/726-1208
with a copy to: Xxxxxxxxx, Xxxxxx & Xxxxxxx, P.C.
0000 Xxxxxx Xxxxxxxx
Xxx Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Attention: J. Xxxxxxx Xxxxxx, Esq.
Telecopy No.: 423/265-9574
The Address of Borrower is: Online Resources & Communications
Corporation
0000 Xxxxxxxx Xxxxx
XxXxxx, XX 00000
Attention: Xxxxxx Xxxxxxxx
Telecopy No.: 703/394-5107
with a copy to: Michaels, Xxxxxxx & Xxxxxx
0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Attention: Xxxx Xxxxxxx
Telecopy No.: (000) 000-0000
15. SEVERABILITY. If any provisions(s) of this Warrant or the
application thereof to any person or circumstances shall be invalid or
unenforceable to any extent, the remainder of this Warrant and the application
of such provisions to other persons or circumstances shall not be affected
thereby and shall be enforced to the greatest extent permitted by law.
16. ENTIRE AGREEMENT. This Warrant between the Company and Holder
represents the entire agreement between the parties concerning the subject
matter hereof, and all oral discussions and prior agreement are merged herein.
17. GOVERNING LAW AND AMENDMENTS. This Warrant shall be construed and
enforced under the laws of the State of Tennessee applicable to contracts to be
wholly performed in such State. No
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amendment or modification hereof shall be effective except in a writing
executed by each of the parties hereto.
18. COUNTERPARTS. This Warrant may be executed in any number of
counterparts and be different parties to this Warrant in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same Warrant.
19. CONSENT TO JURISDICTION; EXCLUSIVE VENUE. The Company hereby
irrevocably consents to the jurisdiction of the United States District Court
for the Middle District of Tennessee and of all Tennessee state courts sitting
in Davidson County, Tennessee, for the purpose of any litigation to which
Holder may be a party and which concerns this Warrant. It is further agreed
that venue for any such action shall lie exclusively with courts sitting in
Davidson County, Tennessee, unless Holder agrees to the contrary in writing.
20. WAIVER OF TRIAL BY JURY. HOLDER AND THE COMPANY HEREBY KNOWINGLY
AND VOLUNTARILY WITH THE BENEFIT OF COUNSEL WAIVE TRIAL BY JURY IN ANY ACTIONS,
PROCEEDINGS, CLAIMS OR COUNTER-CLAIMS, WHETHER IN CONTRACT OR TORT OR
OTHERWISE, AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATING TO THIS
WARRANT.
21. EQUITY PARTICIPATION. This Warrant is issued in connection with
the Loan Agreement. It is intended that this Warrant constitute an equity
participation under and pursuant to T.C.A. section 00-00-000, et seq. and that
equity participation be permitted under said statutes and not constitute
interest on the Note. If under any circumstances whatsoever, fulfillment of any
obligation of this Warrant, the Loan Agreement, or any other agreement or
document executed in connection with the Loan Agreement, shall violate the
lawful limit of any applicable usury statute or any other applicable law with
regard to obligations of like character and amount, then the obligation to be
fulfilled shall be reduced to such lawful limit, such that in no event shall
there occur, under this Warrant, the Loan Agreement, or any other document or
instrument executed in connection with the Loan Agreement, any violation of
such lawful limit, but such obligation shall be fulfilled to the lawful limit.
If any sum is
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collected in excess of the lawful limit, such excess shall be applied to reduce
the principal amount of the Note.
IN WITNESS WHEREOF, the parties hereto have set their hands as of the
date first above written.
COMPANY:
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ONLINE RESOURCES & COMMUNICATIONS
CORPORATION, a Delaware corporation
By: [sig]
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Title: Chairman and CEO
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HOLDER:
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SIRROM CAPITAL CORPORATION,
a Tennessee corporation
By: [sig]
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Title: Treasurer
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IN WITNESS WHEREOF, the parties hereto have executed or caused this
Warrant to be executed as of the date first above written for the purpose of
agreeing to the terms and conditions of Section 12 hereof.
MANAGEMENT SHAREHOLDERS:
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[sig]
--------------------------
Xxxxxxx X. Xxxxxx
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