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 (THE "ACT") 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 CYNDEL
& CO., INC. ("Holder") this Warrant to acquire twenty thousand (20,000) shares
(the "Shares") of the Company's common stock, par value $.0001 per share
("Common Stock"), exercisable for three (3) years from the date of issuance,
pursuant to the terms provided in this Warrant and Warrant Agreement. This
Warrant and Warrant Agreement 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, twenty thousand (20,000)
Shares, at a purchase price of $7.00 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 5:00 P.M., New York City time, on _________ _, 1999 (the
"Exercise Period") at which time this Warrant shall expire and become void on
the expiration of the Exercise Period. The number of Shares to be received upon
the exercise of this Warrant and the price to be paid for each may be adjusted
from time to time as herein set forth. The Shares deliverable pursuant to this
Warrant as they may be adjusted from time to time are herein referred to as
"Warrant Securities" and the exercise price for the Shares 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
Securities 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. (a) This Warrant is not assignable
or transferable without the written consent of the Company, except by operation
of law or as provided in (b) below. 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.
(b) This Warrant shall not be transferable by Holder other than to a
"Permitted Transferee" (as defined below); provided, that any Permitted
Transferee shall be absolutely prohibited from transferring all or any portion
of this Warrant other than to Holder or another Permitted Transferee of Holder;
and provided further, that if Holder dies or becomes incapacitated, this Warrant
may be exercised by Holder's estate, legal representative or beneficiary, as the
case may be, subject to all other terms and conditions contained in this
Warrant.
(c) For purposes of this Warrant, Permitted Transferees shall include
only the members of the "immediate family" (which shall be limited to his
spouse, children, parents and siblings) of Holder, and to trusts for such
person's own benefit and/or for the benefit of members of his immediate family;
provided, that such Permitted Transferees must agree in writing to be bound by
all of the terms of this Agreement to the same extent as Holder hereunder, in
form acceptable to counsel to the Company, including but not limited to
restrictions on the exercise of this Warrant and on transfers of Shares, as the
case may be, following exercise of this Warrant, such that any Shares so
acquired shall be held subject to the terms of this Agreement. Shares held by
any Permitted Transferee shall be aggregated with those held by the Permitted
Transferee's transferor in order to determine the number of Shares subject to
the provisions of this Warrant.
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.
6. Adjustments. (a) 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
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of Warrant Securities shall be adjusted (to the nearest one-thousandth share) by
multiplying (i) the number of Warrant Securities 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.
(b) 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 issuable upon
exercise of this Warrant shall be replaced by, 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 and any
underlying convertible security immediately prior to any such occurrence, and
adequate provision to that effect shall be made at the time thereof.
(c) In case:
(i) 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
(ii) 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.
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7. Transfer to Comply with the Securities Act. This Warrant has not
been registered under the Securities Act of 1933 (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 Securities. Neither this Warrant nor any of the
Warrant Securities 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 Securities
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
Continental Plaza III
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxx X. X. Xxxxx, Chairman
(ii) if to the Holder, to:
CYNDEL & CO., INC.
00 Xxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxx Bayern, President
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 or any provision hereof waived only by an instrument in
writing signed by the Company and the Holders of more than 50% in interest of
the Warrant. Any amendment or supplement or waiver approved by Holders of more
than 50% in interest of the Warrant shall be binding on all the Holders thereof.
This Warrant contains the full understanding of the parties hereto
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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 f or 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 Warrant as
of the 29th day of July, 1996.
OBJECTSOFT CORPORATION
By: /s/Xxxxx X. X. Xxxxx
---------------------------
Xxxxx X. X. Xxxxx, Chairman
CYNDEL & CO., INC.
/s/ Xxxxxx Bayern
---------------------------
Xxxxxx Bayern, President
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PURCHASE FORM
To Be Executed by the Holder
in order to Exercise the Warrant
The undersigned Holder hereby irrevocably elects to exercise the
Warrant represented by this Warrant and Warrant Agreement to purchase _________
securities issuable upon the exercise of such Warrant, and requests that
certificates for such securities shall be issued in name of
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
--------------------------
--------------------------
--------------------------
(please print or type name and address)
and be delivered to
--------------------------
--------------------------
--------------------------
(please print or type name and address)
and if such number of securities shall not be all the securities issuable upon
the exercise of the Warrant evidenced by the Warrant and Warrant Agreement, that
a new Warrant and Warrant Agreement for representing a Warrant for the balance
of such securities be registered in the name of, and delivered to, the Holder at
the address stated below.
Dated: _______________________ X__________________________________
___________________________________
___________________________________
Address
___________________________________
Social Security or Taxpayer
Identification Number
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