EXHIBIT 4.2
FORM OF WARRANT
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF
THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT.
DEBT RESOLVE, INC.
COMMON STOCK PURCHASE WARRANT
Warrant No.: ____
JUNE 28, 2005
This COMMON STOCK PURCHASE WARRANT certifies that ______________________,
having an address at _________________________________________, or permitted
assignees is the registered holder (the "HOLDER") of this Common Stock Purchase
Warrant (the "WARRANT") to purchase shares of the common stock, $0.001 par value
per share (the "COMMON STOCK"), of Debt Resolve, Inc., a Delaware corporation
(the "COMPANY"). This Warrant has been issued to the Holder in connection with
the private placement of securities offered pursuant to that certain: (i)
Securities Purchase Agreement, (ii) a term sheet/risk factor booklet, (iii) a
registration rights agreement, (iv) a 7% senior convertible promissory note,
(iv) this Warrant and (v) a lock-up agreeement, each dated June 28, 2005 (the
"TRANSACTION DOCUMENTS"). The Holder takes this Warrant subject to the terms and
restrictions set forth in the Transaction Documents and shall be entitled to
certain rights and privileges as set forth in the Transaction Documents.
FOR VALUE RECEIVED, the Company hereby certifies that the Holder is
entitled to purchase from the Company _______________________ (_____________)
[50% of the number of shares of Common Stock that would be issuable if the Note
was converted at closing] duly authorized, validly issued, fully paid and
nonassessable shares of Common Stock (the "WARRANT SHARES") at a purchase price
per share set forth in Section 3 below, and otherwise subject to the terms,
conditions and adjustments set forth below in this Warrant and in the
Transaction Documents. The Holder is the person or entity in whose name this
Warrant is registered on the records of the Company regarding registration and
transfers of this Warrant (the "WARRANT REGISTER") and is the owner and holder
thereof for all purposes, except as described in Section 9 hereof.
1. Exercise of Warrant. This Warrant will be exercisable at any time, in
the sole discretion of the Holder, commencing upon a date which is the earlier
of: (i) the date of effectiveness of a registration statement under the Act (as
defined below) covering the Warrant Shares and (ii) June 28, 2006 (such earlier
to occur date, the "COMMENCEMENT DATE").
2. Expiration of Warrant. This Warrant shall expire at 5:00 p.m., New York
local time, on June 28, 2010 (the "EXPIRATION DATE").
3. Warrant Price.
3.1 Generally. At any time through the Expiration Date, all or any
portion of this Warrant may be exercise for Warrant Shares, in the Holder's sole
discretion, at a price (the "WARRANT PRICE") equal to $0.425 per share.
3.2 In Connection with an IPO. Notwithstanding the provisions of
Section 3.1 to the contrary, if, prior to the Expiration Date, the Company
consummates any initial public offering of its Common Stock (an "IPO"), then,
and simultaneously with the closing of such IPO and thereafter through the
Expiration Date, the exercise price for this Warrant shall be a price equal to
85% of the public offering price in the IPO (the "IPO WARRANT Price").
4. Exercise of Warrant. This Warrant shall be exercisable as follows:
4.1 Manner of Exercise. This Warrant may be exercised into shares of
Common Stock by the Holder hereof, in accordance with the terms and conditions
hereof, in whole or in part with respect to any portion of this Warrant and in
the discretion of the Holder, during the period beginning on the Commencement
Date and ending on the Expiration Date. Any exercise shall be undertaken during
normal business hours on any day other than a Saturday or a Sunday or a day on
which commercial banking institutions in New York, New York are authorized by
law to be closed (a "BUSINESS DAY") on or prior to the Expiration Date with
respect to such portion of this Warrant, by surrender of this Warrant to the
Company at its office maintained pursuant to Section 9.2(a) hereof, accompanied
by an exercise notice in substantially the form attached to this Warrant as
Exhibit A duly executed by or on behalf of the Holder together with the payment
of the Warrant Price in cash by bank check or wire transfer of immediately
available funds.
4.2 When Exercise Effective. Each exercise of this Warrant shall be
deemed to have been effected immediately prior to the close of business on the
Business Day on which this Warrant shall have been surrendered to the Company as
provided in Section 4.1 hereof ("EXERCISE DATE"), and, at such time, the
corporation, association, partnership, organization, business, individual,
government or political subdivision thereof or a governmental agency (a "PERSON"
or the "PERSONS") in whose name or names any certificate or certificates for
shares of Common Stock shall be issuable upon exercise as provided herein shall
be deemed to have become the holder or holders of record thereof.
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4.3 Delivery of Stock Certificates. As soon as practicable after each
exercise of this Warrant, in whole or in part, and in any event within ten (10)
Business Days thereafter, the Company, at its expense (including the payment by
it of any applicable issue taxes), will cause to be issued in the name of and
delivered to the Holder hereof or, subject to Section 9 hereof, as the Holder
(upon payment by the Holder of any applicable transfer taxes) may direct:
(a) a certificate or certificates (with appropriate restrictive
legends, as applicable) for the number of duly authorized, validly issued, fully
paid and nonassessable shares of Common Stock to which the Holder shall be
entitled upon exercise plus, in lieu of any fractional share to which the Holder
would otherwise be entitled, all issuances of Common Stock shall be rounded up
to the nearest whole share.
(b) in case exercise is in part only, a new Warrant of like
tenor, dated the date hereof and stating on the face thereof for the number of
shares of Common Stock equal to the number of shares called for on the face of
this Warrant minus the number of shares designated by the Holder upon exercise
as provided in Section 4.1 hereof (without giving effect to any adjustment
thereof).
4.4 Shares to be Fully Paid. The Company covenants and agrees that all
shares of Common Stock which may be issued upon the exercise of rights presented
by this Warrant will, upon issuance by the Company, be validly issued, fully
paid and nonassessable, and free from preemptive rights and free from all taxes,
liens and charges with respect thereto.
4.5 Company to Reaffirm Obligations. The Company will, at the time of
each exercise of this Warrant, upon the written request of the Holder hereof,
acknowledge in writing its continuing obligation to afford to the Holder all
rights (including without limitation any rights to registration of the shares of
Common Stock issued upon exercise) to which the Holder shall continue to be
entitled after exercise in accordance with the terms of this Warrant; PROVIDED,
HOWEVER, that if the Holder shall fail to make a request, the failure shall not
affect the continuing obligation of the Company to afford the rights to such
Holder.
5. Adjustments.
5.1 Splits, Subdivisions, etc. In the event that the Company should at
any time or from time to time, after the date first referenced above, fix a
record date for the effectuation of a split or subdivision of the outstanding
shares of Common Stock, or the determination of holders of Common Stock entitled
to receive a dividend or other distribution payable in additional shares of
Common Stock or other securities or rights convertible into, or entitling the
holder thereof to receive directly or indirectly additional shares of Common
Stock (hereinafter referred to as "COMMON STOCK EQUIVALENTS") without payment of
any consideration by such holder for the additional shares of Common Stock or
the Common Stock Equivalents (including the additional shares of Common Stock
issuable upon conversion or exercise thereof), then, as of such record date (or
the date of such dividend, distribution, split or subdivision if no record date
is fixed), the Warrant Price or the IPO Warrant Price, as the case may be (in
the event such an event shall occur prior to an IPO) shall be appropriately
decreased so that the number of shares of Common Stock issuable on exercise of
this Warrant shall be increased in proportion to such increase in the aggregate
number of shares of the Common Stock outstanding.
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5.2 Combinations. If the number of shares of Common Stock outstanding
at any time after the date first referenced above is decreased by a combination
of the outstanding shares of Common Stock, then, following the record date of
such combination, the Warrant Price or the IPO Warrant Price, as the case may be
(in the event such an event shall occur prior to an IPO), shall be appropriately
increased so that the number of shares of Common Stock issuable upon exercise of
this Warrant shall be decreased in proportion to such decrease in outstanding
shares.
5.3 Mergers, Consolidations, etc. In case of any consolidation of the
Company with, or merger of the Company into any other corporation, or in the
case of any sale or conveyance of all or substantially all of the assets of the
Company other than in connection with a plan of complete liquidation of the
Company, then as a condition of such consolidation, merger or sale or
conveyance, adequate provision will be made whereby the registered Holder will
have the right to acquire and receive upon exercise of this Warrant in lieu of
the shares of Common Stock immediately theretofore subject to acquisition upon
the exercise of this Warrant, such shares of stock, securities or assets as may
be issued or payable with respect to or in exchange for the number of shares of
Common Stock immediately theretofore subject to acquisition and receivable upon
exercise of this Warrant had such consolidation, merger or sale or conveyance
not taken place. In any such case, the Company will make appropriate provision
to insure that the provisions of this Section 5 hereof will thereafter be
applicable as nearly as may be in relation to any shares of stock or securities
thereafter deliverable upon the exercise of this Warrant.
5.4 Dilutive Issuances. In the event that the Company shall, at any
time while all or any portion of this Warrant is outstanding, sell any shares of
Common Stock for a consideration per share less than the Warrant Price (or the
IPO Warrant Price, as the case may be), or issue Common Stock Equivalents
convertible into or exchangeable for Common Stock at an exercise or conversion
price below the Conversion Price (or the IPO Warrant Price, as the case may be)
(such actions, a "DILUTIVE OFFERING"), then the Warrant Price (or the IPO
Warrant Price, as the case may be) shall immediately be changed upon each such
issuance such that the Warrant Price (or the IPO Warrant Price, as the case may
be) shall be adjusted by multiplying the then applicable Warrant Price or IPO
Warrant Price by the following fraction:
A + B
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(A + B) + [((C - D) x B) / C]
A = Total amount of shares exercisable pursuant to this Warrant
assuming the entire amount of the Warrant is exercised.
B = Actual shares sold in the Dilutive Offering
C = Warrant Price (or IPO Warrant Price)
D = Offering price in the Dilutive Offering
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5.5 Computation of Consideration. For purposes of any computation
respecting consideration received pursuant to Section 5.4 above, the following
shall apply:
(a) in the case of the issuance of shares of Common Stock for
cash, the consideration shall be the amount of such cash, provided that in
no case shall any deduction be made for any commissions, discounts or other
expenses incurred by the Company for any underwriting of the issue or
otherwise in connection therewith;
(b) in the case of the issuance of shares of Common Stock for a
consideration in whole or in part other than cash, the consideration other
than cash shall be deemed to be the fair market value thereof as determined
in good faith by the Board of Directors of the Company (irrespective of the
accounting treatment thereof); and
(c) upon any such exercise, the aggregate consideration received
for such securities shall be deemed to be the consideration received by the
Company for the issuance of such securities plus the additional minimum
consideration, if any, to be received by the Company upon the conversion or
exchange thereof (the consideration in each case to be determined in the
same manner as provided in subsections (a) and (b) of this Section 5.5).
5.6 Exceptions. No adjustment to the Warrant Price shall be made
pursuant to Section 5.4 with respect to: (i) the issuance or sale of this
Warrant or Warrant Shares, or other Warrants and Warrant Shares issued in
connection herewith, or shares of Common Stock issuable upon exercise of other
options, warrants and convertible securities outstanding as of the date hereof,
or (ii) the issuance or sale of any shares of Company capital stock, or the
grant of options exercisable therefore, issued or issuable after the date of
this Warrant, to directors, officers, employees, advisers and consultants of the
Company or any subsidiary pursuant to any incentive or non-qualified stock
option plan or agreement, stock purchase plan or agreement, employee stock
ownership plan (ESOP), but solely as the same is in existence as of the date
hereof, or (iii) shares of Company capital stock issued in connection with any
subdivision, reclassification or combination of, the outstanding shares of
Common Stock, or (iv) shares of Company capital stock issued at less than the
Warrant Price then in effect to the sellers in connection with the acquisition
by the Company of a corporation or other business entity or assets; PROVIDED,
HOWEVER, that in no event shall any issuances of Company capital stock issued
under clause (iv) of this Section 5.6 cause dilution in excess of ten percent
(10%) to the holders of the Securities.
5.7 Notice of Adjustments. Upon any adjustment of the terms of this
Warrant pursuant to this Section 5, then and in each such case the Company shall
promptly deliver a notice to the registered Holder of this Warrant, which notice
shall state the Warrant Price resulting from such adjustment and the changes, if
any, in the number of Warrant Shares or kind of securities or other property
purchasable at such price upon the exercise hereof, setting forth in reasonable
detail the method of calculation and the facts upon which such calculation is
based.
5.8 Adjustment in Number of Securities. Upon each adjustment of the
Warrant Price pursuant to the provisions of this Section 5, the number of
securities issuable upon the exercise of each Warrant shall be adjusted to the
nearest full amount by multiplying a number equal to the Warrant Price in effect
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immediately prior to such adjustment by the number of Warrant Shares issuable
upon exercise of the Warrants immediately prior to such adjustment and dividing
the product so obtained by the adjusted Warrant Price.
5.9 No Fractional Shares. No fractional shares shall be issuable upon
exercise of this Warrant and the number of Warrant Shares to be issued shall be
rounded down to the nearest whole share.
6. Reservation of Shares. The Company shall at all times reserve and keep
available out of its authorized but unissued shares of Common Stock, free from
all taxes, liens and charges with respect to the issue thereof, and not subject
to preemptive rights or other similar rights of stockholders of the Company,
solely for the purpose of issuing the shares of Common Stock underlying this
Warrant, such number of its shares of Common Stock as shall from time to time be
sufficient to effect the issuance or exercise thereof, and if at any time the
number of authorized but unissued shares of Common Stock shall not be sufficient
to issue the Common Stock and effect the exercise of this Warrant, in addition
to such other remedies as shall be available to Holder, the Company shall take
such corporate action as may, in the opinion of its counsel, be necessary to
increase the number of authorized but unissued shares of Common Stock to such
number of shares as shall be sufficient for such purposes, including without
limitation, using its best efforts to obtain the requisite stockholder approval
necessary to increase the number of authorized shares of the Company's Common
Stock. All shares of Common Stock issuable upon exercise of this Warrant shall
be duly authorized and, when issued upon exercise, shall be validly issued and,
in the case of shares, fully paid and nonassessable and free from preemptive
rights and free from taxes, liens and charges with respect thereto.
7. No Impairment. The Company will not, by amendment of its charter or
through reorganization, consolidation, merger, dissolution, sale of assets or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant but will at all times carry out all such
terms and take all such action as may be reasonably necessary or appropriate in
order to protect the rights of the holder of this Warrant against impairment.
8. Restrictions on Transfer.
8.1 Restrictive Legends. This Warrant and each Warrant issued upon
transfer or in substitution for this Warrant pursuant to Section 9, each
certificate for Common Stock issued upon the exercise of any Warrant and each
certificate issued upon the transfer of any such Common Stock shall be
transferable only upon satisfaction of the conditions specified in this Section
8. Each of the foregoing securities shall be stamped or otherwise imprinted with
a legend reflecting the restrictions on transfer set forth in this Section 8 and
any restrictions required under the Securities Act of 1933, as amended (the
"ACT").
8.2 Notice of Proposed Transfer; Opinion of Counsel. Prior to any
transfer of any securities which are not registered under an effective
registration statement under the Act ("RESTRICTED SECURITIES"), the Holder will
give written notice to the Company of the Holder's intention to affect a
transfer and to comply in all other respects with this Section 8.2. Each notice:
(i) shall describe the manner and circumstances of the proposed transfer, and
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(ii) shall designate counsel for the Holder giving the notice. The Holder giving
notice will submit a copy thereof to the counsel designated in the notice. The
following provisions shall then apply:
(a) If in the opinion of counsel for the Holder reasonably
satisfactory to the Company the proposed transfer may be effected without
registration of Restricted Securities under the Act (which opinion shall state
the basis of the legal conclusions reached therein), the Holder shall thereupon
be entitled to transfer the Restricted Securities in accordance with the terms
of the notice delivered by the Holder to the Company. Each certificate
representing the Restricted Securities issued upon or in connection with any
transfer shall bear the restrictive legends required by Section 8.1 hereof.
(b) If the opinion called for in (a) above is not delivered, the
Holder shall not be entitled to transfer the Restricted Securities until either:
(i) receipt by the Company of a further notice from such Holder pursuant to the
foregoing provisions of this Section 8.2 and fulfillment of the provisions of
clause (a) above, or (ii) such Restricted Securities have been effectively
registered under the Act.
8.3 Termination of Restrictions. The restrictions imposed by this
Section 8 upon the transferability of Restricted Securities shall cease and
terminate as to any particular Restricted Securities: (a) which Restricted
Securities shall have been effectively registered under the Act, or (b) when, in
the opinions of both counsel for the Holder thereof and counsel for the Company,
such restrictions are no longer required in order to insure compliance with the
Act or Section 8 hereof. Whenever such restrictions shall cease and terminate as
to any Restricted Securities, the Holder thereof shall be entitled to receive
from the Company, without expense (other than applicable transfer taxes, if
any), new securities of like tenor not bearing the applicable legends required
by Section 8.1 hereof.
9. Ownership, Transfer and Substitution of Warrant.
9.1 Ownership of Warrant. The Company may treat the person in whose
name this Warrant is registered in the Warrant Register maintained pursuant to
Section 9.2(b) hereof as the owner and holder thereof for all purposes,
notwithstanding any notice to the contrary, except that, if and when any Warrant
is properly assigned in blank, the Company may (but shall not be obligated to)
treat the bearer thereof as the owner of such Warrant for all purposes,
notwithstanding any notice to the contrary. Subject to Section 8 hereof, this
Warrant, if properly assigned, may be exercised by a new holder without a new
Warrant first having been issued.
9.2 Office; Transfer and Exchange of Warrant.
(a) The Company will maintain its principal offices as the office
where notices, presentations and demands in respect of this Warrant may be made
upon it until the Company notifies the holder of this Warrant of any change of
location of the office.
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(b) The Company shall cause to be kept at its office maintained
pursuant to Section 9.2(a) hereof a Warrant Register for the registration and
transfer of this Warrant. The names and addresses of holders of this Warrant,
the transfers thereof and the names and addresses of transferees of this Warrant
shall be registered in such Warrant Register. The Person in whose name any
Warrant shall be so registered shall be deemed and treated as the owner and
holder thereof for all purposes of this Warrant, and the Company shall not be
affected by any notice or knowledge to the contrary.
(c) Upon the surrender of this Warrant, properly endorsed, for
registration of transfer or for exchange at the office of the Company maintained
pursuant to Section 9.2(a) hereof, the Company at its expense will (subject to
compliance with Section 8 hereof, if applicable) execute and deliver to or upon
the order of the Holder thereof a new Warrant of like tenor, in the name of such
holder or as such holder (upon payment by such holder of any applicable transfer
taxes) may direct, calling in the aggregate on the face thereof for the number
of shares of Common Stock called for on the face of this Warrant so surrendered.
9.3 Replacement of Warrant. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or destruction of this
Warrant, upon delivery of indemnity reasonably satisfactory to the Company in
form and amount or, in the case of any mutilation, upon surrender of this
Warrant for cancellation at the office of the Company maintained pursuant to
Section 9.2(a) hereof, the Company at its expense will execute and deliver, in
lieu thereof, a new Warrant of like tenor and dated the date hereof.
10. No Rights or Liabilities as Stockholder. No Holder shall be entitled to
vote or receive dividends or be deemed the holder of any shares of Common Stock
or any other securities of the Company which may at any time be issuable on the
exercise hereof for any purpose, nor shall anything contained herein be
construed to confer upon the Holder, as such, any of 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, issuance of
stock, reclassification of stock, change of par value, consolidation, merger,
conveyance, or otherwise) or to receive notice of meetings, or to receive
dividends or subscription rights or otherwise until this Warrant shall have been
exercised and the shares of Common Stock purchasable upon the exercise hereof
shall have become deliverable, as provided herein. The Holder will not be
entitled to share in the assets of the Company in the event of a liquidation,
dissolution or the winding up of the Company.
11. Notices of Record Date, etc. In case the Company shall take a record of
the holders of its Common Stock (or other stock or securities at the time
deliverable upon the exercise of this Warrant) for the purpose of entitling or
enabling them to receive any dividend or other distribution, or to receive any
right to subscribe for or purchase any shares of stock of any class or any other
securities, or to receive any other right; or of any capital reorganization of
the Company, any reclassification of the capital stock of the Company, any
consolidation or merger of the Company with or into another corporation (other
than a consolidation or merger in which the Company is the surviving entity), or
any transfer of all or substantially all of the assets of the Company; or of the
voluntary or involuntary dissolution, liquidation or winding-up of the Company,
then, and in each such case, the Company will mail or cause to be mailed to the
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registered holder of this Warrant a notice specifying, as the case may be: (i)
the date on which a record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such dividend,
distribution or right, or (ii) the effective date on which such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation or
winding-up is to take place, and the time, if any is to be fixed, as of which
the holders of record of Common Stock (or such other stock or securities at the
time deliverable upon the exercise of this Warrant) shall be entitled to
exchange their shares of Common Stock (or such other stock or securities) for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation or
winding-up. Such notice shall be mailed at least ten (10) days prior to the
record date or effective date for the event specified in such notice unless such
prior notice is waived by the registered holder of this Warrant.
12. Notices. Any notice or other communication in connection with this
Warrant shall be deemed to be given if in writing (or in the form of a
facsimile) addressed as hereinafter provided and actually delivered at said
address: (a) if to any Holder, at the registered address of such holder as set
forth in the Warrant Register kept at the office of the Company maintained
pursuant to Section 9.2(a) hereof, or (b) if to the Company, to the attention of
its Chief Financial Officer at its office maintained pursuant to Section 9.2(a)
hereof; PROVIDED, HOWEVER, that the exercise of any Warrant shall be effective
in the manner provided in Section 4 hereof.
13. Payment of Taxes. The Company will pay all documentary stamp taxes
attributable to the issuance of shares of Common Stock underlying this Warrant
upon exercise of this Warrant; PROVIDED, HOWEVER, that the Company shall not be
required to pay any tax which may be payable in respect of any transfer involved
in the registration of any certificate for shares of Common Stock underlying
this Warrant in a name other that of the Holder. The Holder is responsible for
all other tax liability that may arise as a result of holding or transferring
this Warrant or receiving shares of Common Stock underlying this Warrant upon
exercise hereof.
14. Governing Law; Jurisdiction; Waiver of Jury Trial.
(a) THIS WARRANT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES
OF CONFLICTS OF LAW.
(b) THE COMPANY HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE
NEW YORK STATE OR UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK
WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS WARRANT. THE COMPANY IRREVOCABLY
WAIVES THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT OR
PROCEEDING. THE COMPANY FURTHER AGREES THAT SERVICE OF PROCESS UPON IT MAILED BY
FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS
UPON THE COMPANY IN ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN SHALL AFFECT THE
HOLDER'S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. THE
COMPANY AGREES THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER.
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(c) THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND
AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT.
15. Miscellaneous. Any provision of this Warrant and the observance of any
term hereof may be amended, waived or modified (either generally or in a
particular instance and either retroactively or prospectively) only with the
written consent of the Company and the holders of greater than 50% of the face
amount of all then outstanding Notes issued to the Purchasers (as defined in the
other Transaction Documents). If one or more provisions of this Warrant are held
to be unenforceable under applicable law, such provisions shall be excluded from
this Warrant, and the balance of this Warrant shall be interpreted as if such
provisions were so excluded and shall be enforceable in accordance with its
terms. The section headings in this Warrant are for purposes of convenience only
and shall not constitute a part hereof.
IN WITNESS WHEREOF, the Company has caused this Common Stock Purchase
Warrant to be duly executed as of the date first above written.
DEBT RESOLVE, INC.
By: _________________________
Name:
Title:
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EXHIBIT A
PURCHASE FORM
To: Debt Resolve, Inc.
Dated:____________
The undersigned, pursuant to the provisions set forth in the attached
Warrant (No. ___), hereby elects to purchase ________________ shares of the
Common Stock of Debt Resolve, Inc. covered by such Warrant.
The undersigned herewith makes payment of the full Warrant Price for such
shares at the price per share provided for in such Warrant.
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Print or Type Name
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(Signature must conform in all respects to name of holder as specified on the
face of Warrant)
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(Street Address)
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(City) (State) (Zip Code)
