THE WARRANTS AND COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND THE
WARRANTS AND COMMON STOCK ISSUABLE ON EXERCISE OF WARRANTS MAY NOT BE SOLD
UNLESS THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE WARRANTS AND
COMMON STOCK OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE ACT
THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN
VIANET TECHNOLOGIES, INC.
CLASS D WARRANT CERTIFICATE
Exercisable Commencing April __, 2000 through 5:00 P.M., New York City time,
on April __, 2003
WARRANT TO PURCHASE No. W-
SHARES OF COMMON STOCK
This is to certify that, for value received, _________, or assigns (the
"Holder" or "Holders") is entitled to purchase, subject to the provisions of
this warrant, from Vianet Technologies, Inc., a Nevada corporation (the
"Company"), having a principal place of business located at 00 Xxxxxx Xxxxxx,
0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, __________________(___________) shares of
the common stock, $.01 par value, of the Company (the "Common Stock"), at any
time during the three year period commencing April __, 2000 (the "Exercise
Commencement Date") until 5:00 P.M., New York City time, on April __, 2003
(which shall be referred to herein as the "Exercise Term"), at an exercise price
of $4.50 per share (the "Exercise Price"), upon surrender of this Warrant
Certificate and payment of the applicable Exercise Price at an office or agency
of the Company, but subject to the conditions set forth herein and in the
Warrant Agreement, of even date herewith. Payment of the Exercise Price shall be
made by certified check or money order payable to the order of the Company.
No Warrant may be exercised after 5:00 p.m., New York time, on April
__, 2003, at which time all Warrants evidenced hereby, unless exercised prior
thereto, shall thereafter be void.
The Warrant evidenced by this Warrant Certificate is part of a duly
authorized issue of Warrants issued pursuant to the Warrant Agreement between
the Company and the Holders, which Warrant Agreement is hereby incorporated by
reference in and made a part of this instrument and is hereby referred to for a
description of the rights, limitation of rights, obligations, duties and
immunities thereunder of the Company and the Holders of the Warrant.
The Warrant Agreement provides that upon the occurrence of certain
events the Exercise Price and the type and/or number of the Company's securities
issuable upon the exercise of this Warrant, may, subject to certain conditions,
be adjusted. In such event, the Company will, at the request of the holder,
issue a new Warrant Certificate evidencing the adjustment in the Exercise Price
and the number an/or type of securities issuable upon the exercise of the
Warrant; provided, however, that the failure of the Company to issue such new
Warrant Certificates shall not in any way change, alter, or otherwise impair,
the rights of the holder as set forth in the Warrant Agreement.
Upon due presentment for registration of transfer of this Warrant
Certificate at an office or agency of the Company, a new Warrant Certificate of
Warrants of like tenor and evidencing in the aggregate a like number of Warrant
shall be issued to the transferee(s) in exchange a provided herein, without any
charge except for any tax or other governmental charge imposed in connection
with such transfer.
Upon the exercise of less than all of the Warrants evidenced by this
Certificate, the Company shall forthwith issue to the holder hereof a new
Warrant certificate representing such number of unexercised Warrants.
The Company may deem and treat the registered holder(s) hereof as the
absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, and of any distribution to the holder(s) hereof, and for all
other purposes, and the Company shall not be affected by any notice to the
contrary.
All terms used in this Warrant Certificate which are defined in the
Warrant Agreement shall have the meanings assigned to them in the Warrant
Agreement.
IN WITNESS WHEREOF, the undersigned has executed this certificate this
__ day of April, 2000.
VIANET TECHNOLOGIES, INC.
By:_______________________________
