EXHIBIT 2.12
THESE WARRANTS AND THE SHARES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES AND MAY NOT BE OFFERED OR SOLD OR OTHERWISE TRANSFERRED IN THE UNITED
STATES OR TO A U.S. PERSON UNLESS SUCH SECURITIES ARE REGISTERED UNDER THE 1933
ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE. THIS WARRANT MAY NOT BE
EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A U.S. PERSON UNLESS THE
WARRANT AND THE UNDERLYING SHARES HAVE BEEN REGISTERED UNDER THE 1933 ACT AND
APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS IS AVAILABLE. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED
STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.
THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID
AT 4:00P.M. (VANCOUVER TIME) ON MARCH 31, 2002
NON-TRANSFERABLE SHARE PURCHASE WARRANTS
TO PURCHASE COMMON SHARES OF
LML PAYMENT SYSTEMS INC.
A company continued in the Yukon Territory
THIS IS TO CERTIFY THAT ________________________, (the "Holder") has
the right to purchase, upon and subject to the terms and conditions hereinafter
referred to, up to __________ fully paid and non-assessable common shares (the
"Shares") in the capital of LML Payment Systems Inc. (hereinafter called the
"Company") on or before 4:00P.M. (Vancouver time) on March 31, 2002 (the "Expiry
Date") at a price of U.S.$16.00.
1. ONE WARRANT AND U.S.$16.00 ARE REQUIRED TO PURCHASE ONE COMMON SHARE. THIS
CERTIFICATE REPRESENTS 100,000 WARRANTS.
2. These Warrants are issued subject to the terms and conditions attached as
Schedule "A" hereto (the "Terms and Conditions") and dated March 9, 2000,
and the Warrant Holder may exercise the right to purchase Warrants only in
accordance with those Terms and Conditions.
3. Nothing contained herein or in the Terms and Conditions will confer any
right upon the Holder hereof or any other person to subscribe for or
purchase any Shares at any time subsequent to the Expiry Date, and from and
after such time, this Warrant and all rights hereunder will be void and of
no value.
4. These Warrants are not validly created until this Warrant certificate is
signed by the Company.
5. These Warrants are not transferable. The Holder hereof may not offer, sell
or transfer the Shares prior to the expiration of the Restricted Period (as
defined below), except in compliance with Rule 903 or Rule 904 of
Regulation S under the United Sates Securities Act of 1933, as amended (the
"1933 Act"). "Restricted Period" shall mean the 40 day period beginning on
the later of (i) the date the Warrants are first offered (as part of the
Units) to persons other than distributors in reliance upon Regulation S or
(ii) the closing of the transaction pursuant to which the Holder acquired
the Warrants from the Company.
6. The Shares may not be sold or transferred in B.C. until March 10, 2001,
unless pursuant to an exemption from prospectus requirements.
-2-
IN WITNESS WHEREOF the Company has caused this Warrant to be signed by the
undersigned, this ___day of _____________, 2000.
LML PAYMENT SYSTEMS INC.
Per:________________________
Director
PLEASE NOTE THAT ALL SHARE CERTIFICATES MUST BE LEGENDED AS FOLLOWS:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES AND MAY NOT BE OFFERED OR
SOLD OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON UNLESS SUCH SECURITIES ARE REGISTERED UNDER THE
1933 ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS
AVAILABLE. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS
DEFINED BY REGULATION S UNDER THE 1933 ACT.
