Exhibit 4.15
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"ACT") NOR UNDER ANY STATE SECURITIES LAW AND NEITHER THIS WARRANT NOR ANY
SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF MAY BE PLEDGED, SOLD,
ASSIGNED OR OTHERWISE TRANSFERRED UNTIL (1) A REGISTRATION STATEMENT UNDER THE
ACT AND ANY APPLICABLE STATE SECURITIES LAW HAS BECOME EFFECTIVE WITH RESPECT
THERETO, OR (2) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL TO THE EFFECT
THAT REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES LAW IS NOT
REQUIRED IN CONNECTION WITH THE PROPOSED TRANSFER.
No. ______ 100,000 Shares
WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK
OF
INTERNET COMMERCE CORPORATION
This is to Certify That, FOR VALUE RECEIVED, _____________________
(the "Holder") is entitled to purchase, subject to the provisions of this
Warrant (this "Warrant"), from Internet Commerce Corporation, a Delaware
corporation (the "Company"), at any time or from time to time during the period
beginning on October , 2001 (the "Commencement Date"), until October , 2006 (the
"Expiration Date"), 100,000 fully paid, validly issued and nonassessable shares
of Class A Common Stock, par value $0.01 per share, of the Company (the "Common
Stock") at a price of $_____ per share (subject to adjustment pursuant to
Paragraph (b)(i) hereof) (the "Exercise Price"). The shares of Common Stock
deliverable upon such exercise are hereinafter sometimes referred to as "Warrant
Shares."
(a) EXERCISE OF WARRANT. This Warrant may be exercised in whole at
any time or in part from time to time on or after the Commencement Date and
until 5:00 p.m., New York City Time, on the Expiration Date; provided, however,
that if such day is a day on which banking institutions in the State of New York
are authorized by law to close, then on the next succeeding day which shall not
be such a day. This Warrant may be exercised by presentation and surrender
hereof to the Company at its principal office, or at the office of its stock
transfer agent, if any, with the Purchase Form, annexed hereto, duly executed
and accompanied by payment of the Exercise Price in the form of a wire transfer
or Federal funds check for the number of Warrant Shares specified in such form.
As soon as practicable after each such exercise hereof, but not later than seven
(7) days from the date of such exercise, the Company shall issue and deliver to
the Holder a certificate or certificate for the Warrant Shares issuable
upon such exercise, registered in the name of the Holder or its designee. If
this Warrant should be exercised in part only, the Company shall, upon surrender
of this Warrant for cancellation, execute and deliver a new Warrant evidencing
the rights of the Holder thereof to purchase the balance of the Warrant Shares
purchasable hereunder. Upon receipt by the Company of this Warrant at its
office, or by the stock transfer agent of the Company at its office, if any, in
proper form for exercise, the Holder shall be deemed to be the holder of record
of the shares of Common Stock issuable upon such exercise, notwithstanding that
the stock transfer books of the Company shall then be closed or that
certificates representing such shares of Common Stock shall not then be
physically delivered to the Holder.
(b) ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. (i)
In the event the Company shall, at any time or from time to time after the date
hereof, issue any shares of Common Stock as a stock dividend to the holders of
Common Stock, or subdivide or combine the outstanding shares of Common Stock
into a greater or lesser number of shares (any such issuance, subdivision or
combination being herein called a "Change of Shares"), then, and thereafter upon
each further Change of Shares, the Exercise Price in effect immediately prior to
such Change of Shares shall be changed to a price (including any applicable
fraction of a cent) determined by multiplying the Exercise Price in effect
immediately prior thereto by a fraction, the numerator of which shall be the
number of shares of Common Stock outstanding immediately prior to such Change of
Shares and the denominator of which shall be the number of shares of Common
Stock outstanding immediately after giving effect to such Change of Shares. Such
adjustment shall be made successively whenever such an issuance is made.
(ii) Upon each adjustment of the Exercise Price pursuant to
Paragraph (b)(i) hereof, the total number of shares of Common Stock purchasable
upon the exercise of this Warrant shall be such number of shares (calculated to
the nearest tenth) purchasable at the Exercise Price in effect immediately prior
to such adjustment multiplied by a fraction, the numerator of which shall be the
Exercise Price in effect immediately prior to such adjustment and the
denominator of which shall be the Exercise Price in effect immediately after
giving effect to such adjustment.
(iii) In case of any reclassification, capital
reorganization or other change of outstanding shares of Common Stock, or in case
of any consolidation or merger of the Company with or into another corporation
(other than a consolidation or merger in which the Company is the continuing
corporation or other entity and which does not result in any reclassification,
capital reorganization or other change of outstanding shares of Common Stock),
or in case of any sale or conveyance to another corporation or other entity of
the property of the Company as, or substantially as, an entirety (other than a
sale/leaseback, mortgage or other financing transaction), the Company shall
cause effective provision to be made so that Holder of this Warrant shall have
the right thereafter, by exercising this Warrant, to purchase the kind and
number of shares of stock or other securities or property (including cash)
receivable upon such reclassification, capital reorganization or other change,
consolidation, merger, sale or conveyance by a holder of the number of shares of
Common Stock that would have been purchased upon exercise in full of this
Warrant immediately prior to such reclassification, capital reorganization or
other change, consolidation, merger, sale or conveyance. Any such provision
shall include provision for adjustments that shall be as nearly equivalent as
may be practicable to the adjustments provided for in this Paragraph (b). The
Company shall not effect any such consolidation, merger or sale unless prior to
or simultaneously with the consummation thereof the successor (if other than the
Company) resulting from such consolidation or merger or the corporation or other
entity purchasing such assets or other appropriate corporation or entity shall
assume, by written instrument executed and delivered to the Company, the
obligation to deliver to the Holder of this Warrant such shares of stock,
securities or property as, in accordance with the foregoing provisions, the
Holder may be entitled to purchase and the other obligations of the Company
under this Warrant. The foregoing provisions shall similarly apply to successive
reclassifications, capital reorganizations and other changes of outstanding
shares of Common Stock and to successive consolidations, mergers, sales or
conveyances.
(iv) Irrespective of any adjustments or changes in the
Exercise Price or the number of shares of Common Stock purchasable upon exercise
of this Warrant, this Warrant certificate shall continue to express the Exercise
Price per share and the number of shares of Common Stock purchasable hereunder
as the Exercise Price per share and the number of shares of Common stock
purchasable therefor as were expressed in this Warrant certificate when the same
was originally issued.
(v) After each adjustment of the Purchase Price pursuant to
this Paragraph (b), the Company will promptly prepare a certificate signed by
the Chairman, the President or the Chief Financial Officer of the Company
setting forth: (1) the Exercise Price as so adjusted, (2) the number of shares
of Common Stock purchasable upon exercise of this Warrant after such adjustment,
and (3) a brief statement of the facts accounting for such adjustment. The
Company will promptly cause a copy of such certificate to be sent by ordinary
first class mail to the Holder of this Warrant at such Holder's last address as
it shall appear on the registry books of the Company. No failure to mail such
notice nor any defect therein or in the mailing thereof shall affect the
validity of any such adjustment.
(c) RESERVATION OF SHARES. The Company shall at all times reserve for
issuance and/or delivery upon exercise of this Warrant such number of shares of
its Common Stock as shall be required for issuance and delivery upon exercise of
this Warrant.
(d) REDEMPTION OF WARRANT. (i) If at any time beginning 180 calendar
days after the Commencement Date the closing bid price per share of the Common
Stock shall exceed 200% of the Exercise Price for a period of thirty (30)
consecutive Trading Days (as defined below) ending no more than five (5) days
prior to the date fixed for redemption pursuant to paragraph (d)(ii) hereof, the
Company, at its option, may redeem the Warrant at a price of $.10 per Warrant
(the "Redemption Price").
(ii) The Company may exercise its redemption right by giving
a Redemption Notice (in the form attached hereto) to the Holder
no more than thirty (30) and no less than ten (10) calendar days
before the date fixed specified in the Redemption Notice for
redemption. On and after the date fixed for redemption, the
Holder shall have no rights with respect to the Warrant
represented hereby except to receive the Redemption Price per
Warrant upon surrender of this Warrant.
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(iii) As used in this Section (d), the term "Trading Days"
shall mean any day on which trading takes place on the principal
market on which the Common Stock trades, or, if the Common Stock
is not listed for trading on any recognized market or exchange, a
day on which a sale transaction occurs with respect to such
Common Stock.
(e) EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is
exchangeable, without expense, at the option of the Holder, upon presentation
and surrender hereof to the Company or at the office of its stock transfer
agent, if any, for other warrants of like tenor and of different denominations
entitling the holder thereof to purchase in the aggregate the same number of
shares of Common Stock purchasable hereunder. Upon surrender of this Warrant to
the Company at its principal office or at the office of its stock transfer
agent, if any, with the assignment form annexed hereto duly executed and funds
sufficient to pay any transfer tax, the Company shall, without charge, execute
and deliver a new Warrant in the name of the assignee named in such instrument
of assignment and this Warrant shall promptly be canceled. As a condition of
such assignment, however, such assignee shall deliver to the Company an opinion
of counsel to the effect that registration of such transfer under the Securities
Act of 1933, as amended, and applicable state securities laws is not required.
This Warrant may be divided or combined with other warrants which carry the same
rights upon presentation hereof at the principal office of the Company or at the
office of its stock transfer agent, if any, together with a written notice
specifying the names and denominations in which new Warrants are to be issued
and signed by the Holder hereof. The term "Warrant" as used herein includes any
Warrants into which this Warrant may be divided or exchanged. 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) of
reasonably satisfactory indemnification, and upon surrender and cancellation of
this Warrant, if mutilated, the Company will execute and deliver a new Warrant
of like tenor and date. Any such new Warrant executed and delivered shall
constitute an additional contractual obligation on the part of the Company,
whether or not this Warrant so lost, stolen, destroyed or mutilated shall be at
any time enforceable by anyone.
(f) RESTRICTIVE LEGEND. Each Warrant Share, when issued, shall include
a legend in substantially the following form:
THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 (THE "ACT") NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT
BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNTIL (1) A
REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE
SECURITIES LAW HAS BECOME EFFECTIVE WITH RESPECT THERETO, OR (2)
RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL TO THE EFFECT
THAT REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES
LAW IS NOT REQUIRED IN CONNECTION WITH THE PROPOSED TRANSFER.
(g) HOLDER NOT DEEMED STOCKHOLDER. The Holder of this Warrant shall
not, as such, be entitled to vote or to receive dividends or be deemed the
holder of Common Stock that may at any time be issuable upon exercise of this
Warrant for any purpose whatsoever, nor shall anything contained herein be
construed to confer upon the Holder of this Warrant, as such, any of
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the rights of a stockholder of the Company or any right to vote for the election
of directors or upon any matter submitted to stockholders at any meeting
thereof, or to give or withhold consent to any corporate action (whether upon
any recapitalization, issue or reclassification of stock, change of par value or
change of stock to no par value, consolidation, merger or conveyance or
otherwise), or to receive notice of meetings, or to receive dividends or
subscription rights, until the Holder shall have exercised this Warrant in
accordance with the provisions hereof.
(h) AGREEMENT OF WARRANT HOLDERS. The Holder of this Warrant, by such
Holder's acceptance thereof, consents and agrees with the Company that:
(i) This Warrant is transferable only on the registry books
of the Company by the Holder thereof in person or by his attorney duly
authorized in writing and only if this Warrant certificate is surrendered at the
office of the Company, duly endorsed or accompanied by a proper instrument of
transfer satisfactory to the Company in its sole discretion; and
(ii) The Company may deem and treat the person in whose name
this Warrant certificate is registered as the holder and as the absolute, true
and lawful owner of this Warrant for all purposes, and the Company shall not be
affected by any notice or knowledge to the contrary.
(i) GOVERNING LAW. This Warrant shall be governed by and construed in
accordance with the laws of the State of New York, without reference to
principles of conflict of laws.
(j) BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of the Company and its respective successors and assigns, and the
registered Holder from time to time of this Warrant certificate. Nothing in this
Warrant is intended or shall be construed to confer upon any other person any
right, remedy or claim, in equity or at law, or to impose upon any other person
any duty, liability or obligation.
(k) TRANSFER TAXES. The issuance of certificates for shares of Common
Stock shall be made without charge for any tax in respect of such issuance.
However, if any such certificate is to be issued in a name other than that of
the Holder, the Company shall not be required to issue or deliver any stock
certificate or certificates unless and until the Holder has paid to the Company
the amount of any tax which may be payable in respect of any transfer involved
in such issuance or shall establish to the satisfaction of the Company that such
tax has been paid or is not due.
(l) In case at any time the Company shall propose to:
(i) pay any dividend or make any distribution on shares of
Common Stock in shares of Common Stock or make any other distribution (other
than regularly scheduled cash dividends) to all holders of Common Stock; or
(ii) issue any rights, warrants or other securities to all
holders of Common Stock entitling them to purchase any additional shares of
Common Stock or any other rights, warrants or other securities; or
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(iii) effect any reclassification or change of outstanding
shares of Common Stock, or any consolidation or merger with or into any
corporation or other entity in which the Company is not the surviving
corporation or any sale, lease or conveyance of all or substantially all of its
assets; or
(iv) effect any liquidation, dissolution or winding-up of
the Company (whether voluntary or involuntary);
then, and in any one or more of such cases, the Company shall give written
notice thereof, by certified mail, postage prepaid, to the Holder at the
Holder's address as it shall appear on the books of the Company, mailed at least
fifteen (15) days prior to (i) the date as of which the holders of record of
shares of Common Stock to be entitled to receive any such dividend,
distribution, rights, warrants or other securities are to be determined, or (ii)
the date on which any such reclassification, change of outstanding shares of
Common Stock, consolidation, merger, sale, lease, conveyance, liquidation,
dissolution or winding-up is expected to become effective and the date as of
which it is expected that holders of record of shares of Common Stock shall be
entitled to exchange their shares for shares of stock or other securities or
property, including cash, if any, deliverable upon such reclassification, change
of outstanding shares, consolidation, merger, sale, lease, conveyance,
liquidation, dissolution or winding-up.
(m) This Warrant may not be amended by the Company without the prior
written consent of the Holder; any amendment to which the Holder so consents
shall bind its successors and permitted transferees and assigns.
INTERNET COMMERCE CORPORATION
By:___________________________
Name: G. Xxxxxxx Xxxxxxx
Title: President and Chief
Executive Officer
[SEAL]
Dated: October , 2001
Attest:
__________________________________
Xxxxxx X. Xxxxxx, Secretary
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PURCHASE FORM
The undersigned hereby irrevocably elects to
exercise the within Warrant to the extent of purchasing ____ shares of Class A
Common Stock and hereby makes payment of _________ in payment of the full
exercise price therefor.
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name________________________________________________________
(Please typewrite or print in block letters)
Address______________________________________________________
Social Security No./Taxpayer ID No.
_____________________________________________________________
Signature_____________________________________________________
Dated ________________________________________________________
ASSIGNMENT FORM
FOR VALUE RECEIVED, ___________ hereby sells, assigns and transfers
unto
Name_______________________________________
(Please typewrite or print in block letters)
Address_____________________________________
the right to purchase shares Class A Common Stock represented by this Warrant to
the extent of _______ shares as to which such right is exercisable and does
hereby irrevocably constitute and appoint Attorney, to transfer the same on the
books of the Company with full power of substitution in the premises.
Date:_________________________________
Signatures______________________________________
REDEMPTION NOTICE
To: Name:______________________________
Address:___________________________
The Company hereby irrevocably elects to exercise its redemption right
under the Warrant dated as of October , 2001 to purchase shares of Class A
Common Stock of the Company and hereby redeems, for $0.10 per Warrant (the
"Redemption Price"), at 5:00 p.m., New York City time, on _______________, 200__
(the "Redemption Date"), all of such Warrants. Please be aware that presentation
and surrender of the Warrant in exercise of the Holder's right to purchase Class
A Common Stock will only be accepted, in accordance with the terms of Paragraph
(a) ("EXERCISE OF WARRANT") of the Warrant, until 5:00 p.m. New York City Time
on the Redemption Date. Thereafter, the holder of the Warrants will only be
entitled to receive the Redemption Price.
Dated: , 200_
INTERNET COMMERCE CORPORATION
By:______________________________
Name:
Title:
