LEGEND
"THE WARRANT REPRESENTED BY THIS AGREEMENT HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MUST BE HELD INDEFINITELY UNLESS
REGISTERED UNDER SUCH ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE."
WARRANT AND WARRANT AGREEMENT TO PURCHASE COMMON STOCK
OF
OBJECTSOFT CORPORATION
THESE SECURITIES AND THE SECURITIES ISSUABLE UPON THEIR EXERCISE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED UNLESS
COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT, A "NO ACTION"
LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH
TRANSFER, A TRANSFER MEETING THE REQUIREMENTS OF RULE 144 OF THE SECURITIES AND
EXCHANGE COMMISSION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER TO THE
EFFECT THAT ANY SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
ObjectSoft Corporation (the "Company") has agreed to issue to
_____________ ("Holder") this warrant to acquire shares ____ _________ (_____)
of the common stock of the Company, par value $.001 per share (the "Common
Stock"), pursuant to the terms provided in this Warrant and Warrant Agreement.
(The Warrant and Warrant Agreement set forth below is hereafter referred to as
the "Warrant".)
Accordingly, the Company and the Holder agree as follows:
1. ISSUANCE. The Company hereby issues to the Holder the
right to purchase, subject to the provisions of this Warrant, _____ _______
(________) shares of the Common Stock, at a price of $2.00 per share, as
adjusted in accordance with the terms hereof, at any time during the period from
the date of this Warrant through and including 3:30 P.M., New York City time, on
_________ __, 199_ [extended to November 29, 1996] (the "Exercise Period") at
which time this Warrant shall expire and become void. The number of shares of
Common Stock to be received upon the exercise of this Warrant and the price to
be paid for each share of Common Stock may be adjusted from time to time as
herein set forth. The shares of Common Stock deliverable pursuant to this
Warrant as they may be adjusted from time to time are herein referred to as
"Warrant Shares" and the exercise price of a share of Common Stock in effect at
any time and as adjusted from time to time is herein referred to as the
"Exercise Price".
2. EXERCISE OF WARRANTS. This Warrant may be exercised as a
whole or in part at any time during the Exercise Period by presentation and
surrender hereof to the Company at its executive offices with the Purchase Form
annexed hereto duly executed and accompanied by payment of the Exercise Price.
If this Warrant is exercised in part, the Company will issue to the Holder a new
warrant representing the right of the Holder to purchase the remaining number of
Warrant Shares and otherwise on identical terms hereto.
3. RESERVATION OF SHARES. The Company hereby agrees that at
all times during the term of this Warrant there shall be reserved for issuance
upon exercise of this Warrant such number of shares of its Common Stock as shall
be required for issuance upon exercise of this Warrant.
4. ASSIGNMENT OR LOSS OF WARRANT. This Warrant is not
assignable or transferable without the written consent of the Company, except by
operation of law. Upon receipt by the Company of evidence satisfactory to it of
the loss, theft, destruction or mutilation of this Warrant, and (in the case of
loss, theft or destruction) receipt of reasonably satisfactory indemnification,
and (in the case of mutilation) upon surrender and cancellation of this Warrant,
the Company will execute and deliver a new Warrant of like tenor and date and
any such lost, stolen, destroyed or mutilated Warrant shall thereupon become
void.
5. RIGHTS OF THE HOLDER. The Holder shall not, by virtue
hereof, be entitled to any rights of a stockholder in the Company, either at law
or equity, and the rights of the Holder are limited to those expressed in this
Warrant and are not enforceable against the Company except to the extent set
forth herein and in the Registration Rights and Shareholder Agreement.
6. PROTECTION AGAINST DILUTION.
6.1. If at any time and from time to time the Company
shall (i) declare a dividend or make a distribution in shares of Common Stock,
(ii) subdivide its outstanding shares of Common Stock, (iii) combine its
outstanding shares of Common Stock or (iv) otherwise effect a recapitalization
of such character that the shares of Common Stock shall be changed into or
become exchangeable for a greater or lesser number of shares of Common Stock,
then the Exercise Price in effect on the record date of such dividend or
distribution or the effective date of such subdivision, combination or
reclassification (individually an "Event" and collectively the "Events") shall
be adjusted, or further adjusted, to a price (to the nearest cent) determined by
multiplying (i) the Exercise Price in effect immediately prior to such Event by
(ii) a fraction, the numerator of which shall be the number of shares of Common
Stock outstanding immediately prior to such Event, and the denominator of which
shall be the number of shares of Common Stock outstanding immediately after such
Event. Upon each adjustment in the Exercise Price resulting from an Event, the
number of Warrant Shares shall be adjusted (to the nearest one-thousandth share)
by multiplying (i) the number of Warrant Shares for which the Warrant was
exercisable immediately prior to such Event by (ii) a fraction, the numerator of
which shall be the Exercise Price in effect immediately prior to such Event, and
the denominator of which shall be the Exercise Price in effect immediately after
such Event. Notice of each such adjustment and each such readjustment shall be
forthwith mailed to the Holder setting forth such adjustments or readjustments
and the facts and calculations thereof in reasonable detail. Any dividend paid
or distributed upon the Common Stock in stock of any other class of securities
convertible into shares of Common Stock shall be treated as a dividend paid in
Common Stock to the extent that shares of Common Stock are issuable upon the
conversion thereof.
6.2. In case: (i) a distribution in the form of stock or
other securities of any other corporation or other entity shall be made or paid
by the Company on, or with respect to, the then outstanding shares of Common
Stock, (ii) the Company shall effect a recapitalization of such character that
the shares of Common Stock will be changed into or become exchangeable for
shares of Common Stock with a different par value or no par value, (iii) the
Company (or a successor corporation) shall be consolidated or merged with or
into another corporation or entity or shall sell, lease or convey all or
substantially all of its assets in exchange for stock or property (including
cash) with the view of distributing such stock or property to its shareholders,
or (iv) the Board of Directors of the Company shall declare any dividend or
other distribution in cash or any evidence of the Company's indebtedness (other
than convertible securities) with respect to the shares of Common Stock, each
share of Common Stock issuable upon exercise of this Warrant shall be replaced
by, and/or shall include, as the case may be, for the purposes hereof, the
stock, property, cash or evidence of indebtedness issued or distributed in
respect of each share of Common Stock upon such recapitalization,
reclassification, merger, sale, lease, conveyance or distribution as the Holder
would have been entitled to had the Holder exercised this Warrant immediately
prior to any such occurrence, and adequate provision to that effect shall be
made at the time thereof.
6.3. In case:
6.3.1. of any classification, reclassification or other
reorganization of the capital stock of the Company, consolidation or merger of
the Company with or into another corporation, or the sale, lease or conveyance
of all or substantially all of the assets of the Company; or
6.3.2. of the voluntary or involuntary dissolution,
liquidation or winding up of the Company; then, and in any such case, the
Company shall mail to the Holder, at least 15 days prior thereto, a notice
stating the date or expected date on which a record is to be taken. Such notice
shall also specify the date or expected date, if any is to be fixed, as of which
holders of Common Stock of record shall be entitled to exchange their shares of
Common Stock for securities or other property deliverable upon such
classification, reclassification, reorganization, consolidation, merger,
conveyance, dissolution, liquidation, winding up or any other appropriate
action, as the case may be.
7. TRANSFER TO COMPLY WITH THE SECURITIES ACT. This Warrant
has not been registered under the Securities Act of 1933, as amended, (the
"Act") and has been issued to the Holder for investment and not with a view to
the distribution of either the Warrant or the Warrant Shares. Neither this
warrant nor any of the Warrant Shares or any other security issued or issuable
upon exercise of this Warrant may be sold, transferred, pledged or hypothecated
in the absence of an effective registration statement under the Act relating to
such security or an opinion of counsel satisfactory to the Company that
registration is not required under the Act. Each certificate for the Warrant the
Warrant Shares and any other security issued or issuable upon exercise of this
Warrant shall contain a legend on the face thereof, in form and substance
satisfactory to counsel for the Company, setting forth the restrictions on
transfer contained in this Section.
8. NOTICES. Any notice or other communication required or
permitted hereunder shall be in writing and shall be delivered personally,
telegraphed, telexed, sent by facsimile transmission or sent by certified,
registered or express mail, postage pre-paid. Any such notice shall be deemed
given when so delivered personally, telegraphed, telexed or sent by facsimile
transmission, or, if mailed, two days after the date of deposit in the United
States mails, as follows:
(i) if to the Company, to:
ObjectSoft Corporation
00 Xxxx Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxx, Xxx Xxxxxx 00000
(ii) if to the Holder, to:
Any party may be notice given in accordance with this Section to the other
parties designate another address or person for receipt of notices hereunder.
9. SUPPLEMENTS AND AMENDMENTS; WHOLE AGREEMENT. This Warrant
may be amended or supplemented only by an instrument in writing signed by the
parties hereto. This Warrant contains the full understanding of the parties
hereto with respect to the subject matter hereof and thereof and there are no
representations, warranties, agreements or understandings other than expressly
contained herein and therein.
10. GOVERNING LAW. This Warrant shall be deemed to be a
contract made under the laws of the State of New York and for all purposes shall
be governed by and construed in accordance with the laws of such State
applicable to contracts to be made and performed entirely within such State.
11. COUNTERPARTS. This Warrant may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.
12. DESCRIPTIVE HEADINGS. Descriptive headings of the several
Sections of this Warrant are inserted for convenience only and shall not control
or affect the meaning or construction of any of the provisions hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the ___ day of _________, 199_.
OBJECTSOFT CORPORATION
By:________________________________
Xxxxx X.X. Xxxxx
Chairman of the Board
SUBSCRIPTION AGREEMENT
(To be signed only upon exercise of Warrant)
To OBJECTSOFT CORPORATION:
The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, ____________ 1 shares of Common Stock of OBJECTSOFT
CORPORATION and herewith makes payment of $ therefor, and requests that the
certificates for such shares be issued in the name of, and delivered
to,____________________ , whose address is __________________________
Dated: _____________, 19_ ______________________________
(Signature must conform in all respects
to name of holder as specified on the
face of the Warrant)
______________________________
(Address)
----------------------
1 Insert here the number of shares called for on the face of the
Warrant (or, in the case of a partial exercise, the portion thereof
as to which the Warrant is being exercised) , in either case without
making any adjustment for additional Common Stock or any other stock
or other securities or property or cash which, pursuant to the
adjustment provisions of the Warrant, may be deliverable upon
exercise.
