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EXHIBIT 4.6
Warrant No. ______
THIS WARRANT (AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT) HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES
LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO
DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH
SECURITIES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES
STATUTE, OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE THEREUNDER AS
EVIDENCED BY AN OPINION OF COUNSEL OR NO-ACTION LETTER FROM THE SECURITIES AND
EXCHANGE COMMISSION, IN EITHER CASE IN FORM AND SUBSTANCE SATISFACTORY TO THE
COMPANY. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT
ARE SUBJECT TO THAT CERTAIN WARRANT PURCHASE AGREEMENT DATED MAY 28, 1997 BY AND
BETWEEN ONLINE RESOURCES & COMMUNICATIONS CORPORATION AND DOMINION FUND IV, A
DELAWARE LIMITED PARTNERSHIP.
Shares Issuable Upon Exercise: 10,500 shares of the Series C
Convertible Preferred Stock of Online
Resources & Communications Corporation,
subject to adjustment as set forth below
WARRANT TO PURCHASE
SHARES OF SERIES C CONVERTIBLE PREFERRED STOCK
Expires: June 3, 2002
THIS CERTIFIES THAT, for value received, Dominion Fund IV, a Delaware
Limited Partnership ("Dominion"), is entitled to subscribe for and purchase up
to 10,500 shares (the "Shares") of the fully paid and nonassessable Series C
Convertible Preferred Stock of Online Resources & Communications Corporation, a
Delaware corporation (the "Company"), for an exercise price of $100 per Share
(the "Warrant Price"), subject to the provisions and upon the terms and
conditions hereinafter set forth.
As used herein, the term "Shares" shall mean the Company's presently
authorized Series C Convertible Preferred Stock, or in the event of a mandatory
conversion pursuant to Section 4(q) of the Company's Certificate of Designation
of Preferences, Powers, Privileges and Rights of Series C Convertible Preferred
Stock (the "Charter"), shall mean that number of shares of Common Stock as are
issuable on the conversion of the Shares pursuant to the provisions of the
Charter and the term "Grant Date" shall mean May 28, 1997.
1. Term. Subject to the provisions of this Warrant and applicable
provisions of that certain Warrant Purchase Agreement between Dominion Fund IV,
a Delaware Limited
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Partnership, and the Company dated May 28, 1997, the purchase right represented
by this Warrant is exercisable, in whole or in part, at any time and from time
to time after the date hereof and prior to the earlier of (A) the fifth
anniversary of the Grant Date and (B) the second anniversary of the closing of a
firm commitment underwritten public offering of equity securities of the Company
registered with the Securities and Exchange Commission (other than on Form S-4
or S-8 or their equivalents) and involving gross proceeds of $30,000,000 or
more.
2. Method of Exercise.
2.1. Standard Method. The purchase right represented by this
Warrant may be exercised by the holder hereof, in whole or in part and from time
to time, by either, at the election of the holder hereof, (a) the surrender of
this Warrant (with the notice of exercise form attached hereto as Exhibit A-1
duly executed) at the principal office of the Company and by the payment to the
Company, by certified or bank check or by wire transfer, of an amount equal to
the then applicable Warrant Price per share multiplied by the number of Shares
then being purchased or (b) if in connection with a registered public offering
of the Company's securities (provided that such offering includes the shares
issuable upon the conversion of the Shares (the "Conversion Shares") and that
the holder shall have elected to participate therein pursuant to the exercise of
the registration rights referred to in Section 8.2 hereof), the surrender of
this Warrant (with the notice of exercise form attached hereto as Exhibit A-2
duly executed and a notice of conversion for the Conversion Shares being sold in
such offering) at the principal office of the Company together with notice of
arrangements reasonably satisfactory to the Company and any underwriter, in the
case of an underwritten registered public offering, for payment to the Company
either by certified or bank check or by wire transfer or from the proceeds of
the sale of Shares to be sold by the holder in such public offering of an amount
equal to the then applicable Warrant Price per Share multiplied by the number of
Shares then being purchased. The person or persons in whose name(s) any
certificate(s) representing Shares shall be issuable upon exercise of this
Warrant shall be deemed to have become the holder(s) of record of, and shall be
treated for all purposes as the record holder(s) of, the shares represented
thereby (and such shares shall be deemed to have been issued) immediately prior
to the close of business on the date or dates upon which this Warrant is
exercised and the then applicable Warrant Price paid. In the event of any
exercise of the rights represented by this Warrant, certificates for the shares
of stock so purchased shall be delivered to the holder hereof as soon as
possible and in any event within thirty days of receipt of such notice and
payment of the then applicable Warrant Price and, unless this Warrant has been
fully exercised or expired, a new Warrant representing the portion of the
Shares, if any, with respect to which this Warrant shall not then have been
exercised shall also be issued to the holder hereof as soon as possible and in
any event within such thirty-day period.
2.2 Net Issue Exercise.
(a) In lieu of exercising this Warrant, holder may elect to
receive shares equal to the value of this Warrant (or the portion thereof being
canceled) by surrender of this Warrant at the principal office of the Company
together with notice of such election in which event the Company shall issue to
Holder a number of shares of the Company's Series C Convertible Preferred Stock
computed using the following formula:
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X= Y(A-B)
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A
Where
X = the number of Warrant Shares to be issued to Holder.
Y = the number of Warrant Shares purchasable under this Warrant.
A = the fair market value of one Share of Common Stock.
B = the then current Exercise Price
(b) For purposes of this Section, fair market value of one
share of the Company's Series C Convertible Preferred Stock Stock shall be based
on the average of the closing per share bid and asked prices of the Company's
Common Stock quoted in the Over-The-Counter Market Summary or the closing price
quoted on Nasdaq or any exchange on which the Common Stock is listed, whichever
is applicable, as published in the Eastern Edition of The Wall Street Journal
for the ten trading days prior to the date of determination of fair market value
multiplied by the number of shares of Common Stock into which each share of
Series C Convertible Preferred Stock is then convertible (or if there has been a
mandatory conversion of the Shares into Common Stock pursuant to the Charter,
the number of Shares of Common Stock of the Company into which each Share has
been converted). If the Common Stock is not traded Over-The-Counter or on Nasdaq
or an exchange, the fair market value of the Company's Series C Convertible
Preferred Stock shall be the price per share which the Company could obtain from
a willing buyer for shares sold by the Company from authorized but unissued
shares, as such price shall be agreed by the Company and the Holder, and if they
fail to agree within 15 days after the exercise of this Warrant, as determined
by arbitration. Such arbitration shall be conducted in Boston, Massachusetts in
accordance with the commercial arbitration rules of the American Arbitration
Association and the costs of arbitration shall be shared equally by the parties.
The arbitrator shall be a person selected by the Company and the holder who
shall have experience in valuing companies similar to the Company. If the
Company and the holder are unable to agree on a single arbitrator, each shall
select an arbitrator and the two arbitrators so selected shall select a third
arbitrator. The determination of the arbitrator(s) shall be binding on the
Company and the holder.
2.3 Automatic Exercise. (a) If the Company has publicly traded stock as
of the expiration date of this Warrant, if the fair market value of one share of
the Company's Series C Convertible Preferred Stock (determined in the same
manner as is set forth in Section 2.2(b)) is as of the expiration date greater
than the Warrant Price, as adjusted, this Warrant shall be deemed automatically
exercised pursuant to Section 2.2 above (even if not surrendered) immediately
prior to its expiration. For purposes of automatic exercise, the fair market
value of one share of the Company's Series C Convertible Preferred Stock shall
be determined pursuant to Section 2.2(b) above.
(b) To the extent this Warrant or any portion thereof is
deemed automatically exercised pursuant to this Section 2.3, the Company agrees
to promptly notify the holder
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hereof of the number of shares of the Company's Series C Convertible Preferred
Stock, if any, the holder is entitled to receive by reason of such automatic
exercise.
3. Stock Fully Paid; Reservation of Shares. All Shares that may be
issued upon the exercise of the rights represented by this Warrant, and all
Conversion Shares that may be issued upon the conversion of the Shares, will,
upon issuance, be fully paid and nonassessable, and free from all taxes, liens
and charges with respect to the issue thereof. During the period within which
the rights represented by the Warrant may be exercised, the Company will at all
times have authorized and reserved for the purpose of issuance upon exercise of
the purchase rights evidenced by this Warrant, a sufficient number of Shares to
provide for the exercise of the unexercised rights represented by this Warrant
and a sufficient number of Conversion Shares to provide for the conversion of
the Shares issuable upon the exercise of this Warrant.
4. Adjustment of Warrant Price and Number of Shares. The number and
kind of securities purchasable upon the exercise of the Warrant and the Warrant
Price shall be subject to adjustment from time to time upon the occurrence of
certain events, as follows:
4.1 Reclassification or Merger. Subject to Section 1, in case
of any reclassification, change or conversion of securities of the class
issuable upon exercise of this Warrant (other than a change in par value, or
from par value to no par value, or from no par value to par value, or as a
result of a subdivision or combination), or in case of any merger of the Company
with or into another corporation (other than a merger with another corporation
in which the Company is a continuing corporation and which does not result in
any reclassification or change of outstanding securities issuable upon exercise
of this Warrant), or in case of any sale of all or substantially all of the
assets of the Company, the Company, or such successor or purchasing corporation,
as the case may be, shall execute a new Warrant (in form and substance
satisfactory to the holder of this Warrant) providing that the holder of this
Warrant shall have the right to exercise such new Warrant and upon such exercise
to receive, in lieu of each share of Series C Convertible Preferred Stock
theretofore issuable upon exercise of this Warrant, the kind and amount of
shares of stock, other securities, money and property receivable upon such
reclassification, change or merger by a holder of one share of Series C
Convertible Preferred Stock. Such new Warrant shall provide for adjustments that
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Paragraph 4. The provisions of this Section 4.1 shall similarly
apply to successive reclassifications, changes, mergers and transfers.
4.2 Subdivisions or Combination of Shares. If the Company at
any time while this Warrant remains outstanding and unexpired shall subdivide or
combine its Series C Convertible Preferred Stock or, following a mandatory
conversion under the Company's Charter, its Common Stock, the Warrant Price
shall be proportionately adjusted.
4.3 Stock Dividends. If the Company at any time while this
warrant is outstanding and unexpired shall pay a dividend payable in shares of
Series C Convertible Preferred Stock or, following a mandatory conversion under
the Company's Charter, Common Stock (except any distribution specifically
provided for in the foregoing Sections 4.1 and 4.2), then the Warrant Price
shall be adjusted, from and after the date of
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determination of shareholders entitled to receive such dividend or distribution,
to that price determined by multiplying the Warrant Price in effect immediately
prior to such date of determination by a fraction (a) the numerator of which
shall be the total number of shares of Common Stock outstanding immediately
prior to such dividend or distribution (assuming the conversion, exchange or
exercise of all securities convertible into, exchangeable for or exercisable for
Common Stock), and (b) the denominator of which shall be the total number of
shares of Common Stock outstanding immediately after such dividend or
distribution (assuming the conversion, exchange or exercise of all securities
convertible into, exchangeable for or exercisable for Common Stock).
4.4 [Intentionally Omitted].
4.5 No Impairment. The Company will not, by amendment of its
Charter or through any reorganization, recapitalization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Company, but will at all
times in good faith assist in the carrying out of all the provisions of this
Paragraph 4 and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the holder of this Warrant against
impairment.
4.6 Notices of Record Date. In the event of any taking by the
Company of a record of its shareholders for the purpose of determining
shareholders who are entitled to receive payment of any dividend (other than a
cash dividend) or other distribution, any right to subscribe for, purchase or
otherwise acquire any share of any class or any other securities or property, or
to receive any other right, or for the purpose of determining shareholders who
are entitled to vote in connection with any proposed merger or consolidation of
the Company with or into any other corporation, or any proposed sale, lease or
conveyance of all or substantially all of the assets of the Company, or any
proposed liquidation, dissolution or winding up of the Company, or any
redemption of shares of any series of convertible preferred stock (as defined in
the Certificate of Incorporation of the Company), the Company shall mail to the
holder of the Warrant, at least 20 days prior to the date specified therein, a
notice specifying the date on which any such record is to be taken for the
purpose of such dividend, distribution or right, and the amount and character of
such dividend, distribution or right.
5. Notice of Adjustments. Whenever the Warrant Price or number of
Shares shall be adjusted pursuant to the provisions hereof, the Company shall
within 30 days of such adjustment deliver a certificate signed by its chief
financial officer to the registered holder(s) hereof setting forth, in
reasonable detail, the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated, and the Warrant
Price after giving effect to such adjustment.
6. Fractional Shares. No fractional Shares will be issued in connection
with any exercise hereunder, but in lieu of such fractional shares the Company
shall make a cash payment therefor upon the basis of the Warrant Price then in
effect.
7. Compliance with Securities Act; Disposition of Warrant or Shares of
Preferred Stock.
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7.1 Compliance with Securities Act. The holder of this
Warrant, by acceptance hereof, agrees that this Warrant, the Shares to be issued
upon exercise hereof and the Conversion Shares are being acquired for investment
and that such holder will not offer, sell or otherwise dispose of this Warrant,
any Shares to be issued upon exercise hereof or any Conversion Shares except
under circumstances which will not result in a violation of the Securities Act
of 1933, as amended (the "Act"). This Warrant, all Shares issued upon exercise
of this Warrant and all Conversion Shares (unless registered under the Act)
shall be stamped or imprinted with a legend in substantially the following form:
THIS WARRANT (AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT) HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES
LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO
DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH
SECURITIES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES
STATUTE, OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE THEREUNDER. AS
EVIDENCED BY AN OPINION OF COUNSEL OR NO-ACTION LETTER FROM THE SECURITIES AND
EXCHANGE COMMISSION, IN EITHER CASE IN FORM AND SUBSTANCE SATISFACTORY TO THE
COMPANY. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT
ARE SUBJECT TO THAT CERTAIN WARRANT PURCHASE AGREEMENT DATED JUNE 3,1997 BY AND
BETWEEN ONLINE RESOURCES & COMMUNICATIONS CORPORATION AND DOMINION FUND IV, A
DELAWARE LIMITED PARTNERSHIP.
7.2 Disposition of Warrant, Shares and Conversion Shares. With
respect to any offer, sale or other disposition of this Warrant, any of the
Shares or any of the Conversion Shares and until registration of this Warrant,
such Shares or Conversion Shares, the holder hereof and each subsequent holder
of the Warrant agrees to give written notice to the Company prior thereto,
describing briefly the manner thereof, together with a written opinion of
counsel, if requested by the Company, reasonably acceptable to the Company, to
the effect that such offer, sale or other disposition may be effected without
registration or qualification (under the Act as then in effect or any federal or
state law then in effect) of this Warrant or such Shares and indicating whether
or not under the Act certificates for this Warrant or such Shares or Conversion
Shares to be sold or otherwise disposed of require any restrictive legend as to
applicable restrictions on transferability in order to insure compliance with
the Act. Each certificate representing this Warrant or the Shares or Conversion
Shares thus transferred shall bear a legend as to the applicable restrictions on
transferability in order to insure compliance with the Act, unless in the
aforesaid opinion of counsel for the holder, such legend is not required in
order to insure compliance with the Act. Nothing herein shall restrict the
transfer of this Warrant, the Shares, the Conversion Shares or any portion
hereof by the initial holder hereof to any entity affiliated with the initial
holder, or to any partner, member or stockholder of any such entity provided
such transfer may be made in compliance with applicable federal and state
securities laws. The Company may issue stop transfer instructions to its
transfer agent in connection with the foregoing restrictions.
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8. Rights as Shareholder; Information.
8.1 Shareholder Rights. No holder of the Warrant, as such,
shall be entitled to vote or receive dividends or be deemed the holder of
Shares, Conversion Shares or any other securities of the Company which may at
any time be issuable on the exercise thereof for any purpose, nor shall anything
contained herein be construed to confer upon the holder of this Warrant, as
such, any of the rights of a shareholder of the Company or any right to vote for
the election of directors or upon any matter submitted to shareholders at any
meeting thereof, or to receive notice of meetings (except as otherwise provided
in Section 4.6 of this Warrant), or to receive dividends or subscription rights
or otherwise until this Warrant shall have been exercised and the Shares
purchasable upon the exercise hereof or the Conversion Shares, as the case may
be, shall have become deliverable, as provided herein.
8.2 Financial Statements and Information. The Company shall
deliver to the registered holder hereof (i) within 120 days after the end of the
fiscal year of the Company, a consolidated balance sheet of the Company as of
the end of such year and a consolidated statement of income, retained earnings
and cash flows for such year, which year-end financial reports shall be in
reasonable detail and certified by independent public accountants of nationally
recognized standing selected by the Company and (ii) within 45 days after the
end of each fiscal quarter other than the last quarter of the fiscal year,
unaudited consolidated statements of income, retained earnings and cash flows
for such month and a consolidated balance sheet as of the end of such month. If
the Company has a class of securities registered under the Securities Exchange
Act of 1934, the provisions of this Section 8.2 shall no longer apply. In
addition, the Company shall deliver to the registered holder hereof any other
information or data provided generally to the shareholders of the Company.
8.3 Registration Rights. The Company hereby covenants and
agrees that the Conversion Shares issuable on the conversion of the shares
issuable upon the exercise of this Warrant shall have the benefit of the
registration rights set forth in the Registration Rights Agreement dated as of
May 30, 1997 among the Company and certain of the Company's shareholders.
9. Additional Rights.
9.1 Mergers. The Company will provide the holder of this
Warrant with at least the greater of (a) 20 days' notice or (b) such greater
amount of notice as Delaware law requires be given to shareholders with power to
vote at a meeting on any transaction described hereinafter of the terms and
conditions of the proposed transaction, if the Company proposes to (i) sell,
lease, exchange, convey or otherwise dispose of all or substantially all of its
property or business, or (ii) merge into or consolidate with any other
corporation (other than a wholly-owned subsidiary of the Company), or effect any
transaction (including a merger or other reorganization) or series of related
transactions, in which more than 50% of the voting power of the Company is
disposed of. Subject to the provisions of Section 1 above, in connection with
any transaction described in this Section 9.2 either (a) the sale of this
Warrant shall be arranged in connection with any such transaction on terms
satisfactory to the holder hereof or (b) the holder hereof shall receive in
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connection with such transaction either (i) a new Warrant (on the same terms as
set forth herein or otherwise in form and substance satisfactory to the holder
of this Warrant) exercisable for the kind and amount of shares of stock, other
securities, money and property receivable upon such transaction by a holder of
Series C Convertible Preferred Stock or (ii) the remainder of (x) securities,
money or other property receivable upon such transaction by a holder of Series C
Convertible Preferred Stock having the same number of shares of Series C
Convertible Preferred Stock as the number issuable on the exercise of this
Warrant, minus (y) the Warrant Price.
10. Representations and Warranties. This Warrant is issued and
delivered on the basis of the following:
10.1 Authorization and Delivery. This Warrant has been duly
authorized and executed by the Company and when delivered will be the valid and
binding obligation of the Company enforceable in accordance with its terms;
10.2 Shares. The Shares and the Conversion Shares have been
duly authorized and reserved for issuance by the Company and, when issued and
paid for in accordance with the terms hereof, will be validly issued, fully paid
and nonassessable;
10.3 Rights and Privileges. The rights, preferences,
privileges and restrictions granted to or imposed upon the Shares and the
Conversion Shares and the holders thereof are as set forth herein and in the
Company's Charter, and in the Warrant Purchase Agreement, and the Registration
Rights Agreement dated May 30, 1997, and the Stockholders' Agreement dated May
30, 1997, true and complete copies of which have been delivered to the original
warrantholder; and
10.4 No Inconsistency. The execution and delivery of this
Warrant are not, and the issuance of the Warrant upon exercise of this Warrant
in accordance with the terms hereof will not be, inconsistent with the Company's
Charter or by-laws, do not and will not contravene any law, governmental rule or
regulation, judgment or order applicable to the Company, and do not and will not
contravene any provision of, or constitute a default under, any indenture,
mortgage, contract or other instrument of which the Company is a party or by
which it is bound or require the consent or approval of, the giving of notice
to, the registration with or the taking of any action in respect of or by, any
Federal, state or local government authority or agency or other person.
11. Modification and Waiver. This Warrant and any provision hereof may
be changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of the same is sought.
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12. Notices. Any notice, request or other document required or
permitted to be given or delivered to the holder hereof or the Company shall be
delivered by facsimile where confirmation of receipt by the receiving party's
receiver can be documented, or delivered by hand, or shall be sent by reputable
overnight courier, certified or registered mail, postage prepaid, to each such
holder at its address as shown on the books of the Company or to the Company at
the address indicated therefore on the signature page of this Warrant.
13. Binding Effect on Successors. This Warrant shall be binding upon
any corporation succeeding the Company by merger or consolidation, and all of
the obligations of the Company relating to the Shares issuable upon the exercise
of this Warrant shall be as set forth in the Company's Charter and the Company's
by-laws (each as amended from time to time) and shall survive the exercise and
termination of this Warrant and all of the covenants and agreements herein and
in such other documents and instruments of the Company shall inure to the
benefit of the successors and assigns of the holder hereof. The Company will, at
the time of the exercise of this Warrant, in whole or in part, upon request of
the holder hereof but at the Company's expense, acknowledge in writing its
continuing obligation to the holder hereof in respect of any rights (including,
without limitation, any right to registration of the Conversion Shares) to which
the holder hereof shall continue to be entitled after such exercise in
accordance with this Warrant; provided, that the failure of the holder hereof to
make any such request shall not affect the continuing obligation of the Company
to the holder hereof in respect of such rights.
14. Lost Warrants or Stock Certificates. The Company covenants to the
holder hereof that upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction, or mutilation of this Warrant or any
stock certificate and, in the case of any such loss, theft or destruction, upon
receipt of an indemnity reasonably satisfactory to the Company, or in the case
of any such mutilation upon surrender and cancellation of such Warrant or stock
certificate, the Company will make and deliver a new Warrant or stock
certificate, or like tenor, in lieu of the lost, stolen, destroyed or mutilated
Warrant or stock certificate.
15. Descriptive Headings. The descriptive headings of the several
paragraphs of this Warrant are inserted for convenience only and do not
constitute a part of this Warrant.
16. Governing Law. THIS WARRANT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF
THE STATE OF DELAWARE.
ONLINE RESOURCES & COMMUNICATIONS
CORPORATION
By:
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Title:
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Address: 0000 Xxxxx Xxxxxx Xxxxx
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EXHIBIT A-1
Notice of Exercise
To:
1. The undersigned hereby elects to purchase shares of Series C
Convertible Preferred Stock of Online Resources & Communications Corporation
pursuant to the terms of the attached Warrant, and tenders herewith payment of
the purchase price of such shares in full.
2. Please issue a certificate or certificates representing said shares
in the name of the undersigned or, subject to compliance with the restrictions
on transfer set forth in Section 7 of the Warrant, in such other name or names
as are specified below:
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(Name)
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(Address)
3. The undersigned represents that the aforesaid shares being acquired
for the account of the undersigned for investment and not with a view to, or for
resale in connection with, the distribution thereof and that the undersigned has
no present intention of distributing or reselling such shares.
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Signature
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Date
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EXHIBIT A-2
Notice of Exercise
To:
1. Contingent upon and effective immediately prior to the closing (the
"Closing") of the Company's public offering contemplated by the Registration
Statement on Form S-1, filed _________, 19__ , the undersigned hereby elects to
purchase ______ shares of Series C Convertible Preferred Stock of the Company
(or such lesser number of shares as may be convertible into the number of shares
of Common Stock sold on behalf of the undersigned at the Closing) pursuant to
the terms of the attached Warrant and to convert such shares of Series C
Convertible Preferred Stock of the Company into shares of Common Stock of the
Company.
2. Please deliver to the custodian for the selling shareholders a stock
certificate representing such ____ shares of Common Stock.
3. The undersigned has instructed the custodian for the selling
shareholders to deliver to the Company $ ______ or, if less, the net proceeds
due the undersigned from the sale of shares in the aforesaid public offering. If
such net proceeds are less than the purchase price for such shares, the
undersigned agrees to deliver the difference to the Company prior to the
Closing.
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Signature
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Date
