EXHIBIT 4d
FORM OF
WARRANT AGREEMENT
WebSecure, Inc., a Delaware corporation (the "Company"), and American
Securities Transfer & Trust, Inc. ("AST"), ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, a Colorado corporation (the "Warrant Agent"), agree as
follows:
1. PURPOSE. The Company proposes to publicly offer and issue up to
1,000,000 shares of its Common Stock, $.01 par value per Share (the "Shares"),
and 1,000,000 Redeemable Common Stock Purchase Warrants (the "Warrants").
2. WARRANTS. Each Warrant will entitle the registered holder of a
Warrant (the "Warrant Holder") to purchase from the Company one (1) Share at
$9.60 per Share (the "Exercise Price"). A Warrant Holder may exercise all or any
number of Warrants resulting in the purchase of a whole number of Shares.
3. EXERCISE PERIOD. The Warrants may be exercised at any time during
the period commencing _________, 1997 and ending at 5:00 p.m., New York City
time on ________, 1999 (the "Expiration Date") except as changed by Section 13
of this Agreement. If such date shall in the State of New York be a holiday or a
day on which banks are authorized to close, then the Expiration Date shall mean
5:00 p.m. (New York City time) the next following day which in the State of New
York is not a holiday or a day on which banks are authorized to close. After the
Expiration Date, any unexercised warrants will be void and all rights of Warrant
Holders shall cease.
4. DETACHABILITY. The Shares and Warrants are immediately separate.
5. REDEMPTION OF WARRANTS.
a. Redemption; Redemption Price. Commencing ___________, 1997,
the Company may, at its option, redeem the outstanding Warrants, in
whole or in part, upon not less than 30 days' prior written notice (the
"Notice of Redemption"), at a price of $.20 per Warrant (the
"Redemption Price"), if the average closing bid price of the Company's
Common Stock equals or exceeds $12.00 per share for ten (10)
consecutive trading days within the twenty (20) day period preceding
the date of such notice. If the Company shall determine to redeem less
than all of the Warrants then outstanding, then the Warrant Agent shall
determine the Warrants to be redeemed by such manner or method as it
shall deem fair and appropriate, whether by lot or otherwise.
b. Notice of Redemption. The Company shall give notice to the
Warrant Agent of any redemption in sufficient time so that the Warrant
Agent shall give the Notice of Redemption to all Holders of Warrant
Certificates to be redeemed at least thirty (30) days prior to the date
established for such redemption (the "Redemption Date"). Each Notice of
Redemption shall: (a) specify the Redemption Date and the Redemption
Price; (b) state that payment of the Redemption Price will be made by
the Warrant Agent upon presentation and surrender to the Warrant Agent
at its principal office of the Warrant Certificates representing the
Warrants being redeemed; (c) state that the rights to exercise the
Warrants shall terminate at 5:00 p.m. New York City time, on the fifth
business day preceding the Redemption Date; and (d) if less than all of
the Warrants then outstanding are being redeemed, specify the serial
numbers or portions of the Warrants to be redeemed.
c. Payment of Redemption Price. On or prior to the opening of
business on the Redemption Date, the Company will deposit with the
Warrant Agent cash, or an irrevocable letter of credit issued by a
national or state bank and in form reasonably satisfactory to the
Warrant Agent, sufficient in amount to purchase all of the Warrants
stated in the Notice of Redemption to be redeemed. Payment of the
Redemption Price shall be made by the Warrant Agent upon presentation
and surrender of the Warrant Certificates representing such Warrants to
the Warrant Agent at its principal office. If the Notice of Redemption
shall have been duly given and if the Company shall have duly deposited
with the Warrant Agent the cash or irrevocable letter of credit
required by this Section 4c, then any Warrants not exercised by 5:00
p.m., New York City time, on the Redemption Date shall no longer be
deemed to be outstanding, and all rights with respect to such Warrants
shall from and after such time and date cease and terminate, except
only for the right of the Holders thereof to receive the Redemption
Price, without interest.
6. CERTIFICATES. The Warrant Certificates shall be in registered form
only and shall be substantially in the form set forth in Exhibit A attached to
this Agreement. Warrant Certificates shall be signed by, or shall bear the
facsimile signature of, the President or a Vice President of the Company and the
Treasurer or an Assistant Treasurer of the Company and shall bear a facsimile of
the Company's corporate seal. If any person, whose facsimile signature has been
placed upon any Warrant Certificate as the signature of an officer of the
Company, shall have ceased to be such officer before such Warrant Certificate is
countersigned, issued and delivered, such Warrant Certificate shall be
countersigned, issued and delivered with the same effect as if such person had
not ceased to be such officer. Any Warrant Certificate may be signed by, or made
to bear the facsimile signature of, any person who at the actual date of the
preparation of such Warrant Certificate shall be a proper officer of the Company
to sign such Warrant Certificate even though such person was not such an officer
upon the date of this Agreement.
7. COUNTERSIGNING. Warrant Certificates shall be manually countersigned
by the Warrant Agent and shall not be valid for any purpose unless so
countersigned. The Warrant Agent hereby is authorized to countersign and deliver
to, or in accordance with the instructions of, any Warrant Holder any Warrant
Certificate which is properly issued.
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8. REGISTRATION OF TRANSFERS AND EXCHANGES.
a. Warrant Certificates may be exchanged for other Warrant
Certificates representing an equal aggregate number of Warrants or may
be transferred in whole or in part. The Warrant Agent shall from time
to time register the transfer of any outstanding Warrant Certificate
upon records maintained by the Warrant Agent for such purpose upon
surrender of such Warrant Certificate to the Warrant Agent for
transfer, accompanied by appropriate instruments of transfer in form
satisfactory to the Company and the Warrant Agent and duly executed by
the Warrant Holder or a duly authorized attorney. Upon any such
registration of transfer, a new Warrant Certificate shall be issued in
the name of and to the transferee and the surrendered Warrant
Certificate shall be cancelled.
b. With respect to any Warrant Certificates presented for
registration of transfer, or for exchange or exercise, the subscription
or exercise form, as the case may be, on the reverse thereof shall be
duly endorsed or be accompanied by a written instrument or instruments
of transfer and subscription, in form satisfactory to the Company and
the Warrant Agent, duly executed by the Warrant Holder thereof or his
attorney duly authorized in writing.
9. EXERCISE OF WARRANTS.
a. Any one Warrant or any multiple of one Warrant evidenced by
any Warrant Certificate may be exercised upon any single occasion on or
after the Exercise Date, and on or before the Expiration Date. A
Warrant shall be exercised by the Warrant Holder by surrendering to the
Warrant Agent the Warrant Certificate evidencing such Warrant with the
exercise form on the reverse of such Warrant Certificate duly completed
and executed and delivering to the Warrant Agent, by good check or bank
draft payable to the order of the Company, the Exercise Price for each
Share to be purchased.
b. Upon receipt of a Warrant Certificate with the exercise
form thereon duly executed together with payment in full of the
Exercise Price for the Shares for which Warrants are then being
exercised, the Warrant Agent shall requisition from any transfer agent
for the Shares, and upon receipt shall make delivery of, certificates
evidencing the total number of whole Shares for which Warrants are then
being exercised in such names and denominations as are required for
delivery to, or in accordance with the instructions of, the Warrant
Holder. Such certificates for the Shares shall be deemed to be issued,
and the person to whom such Shares are issued of record shall be deemed
to have become a holder of record of such Shares, as of the date of the
surrender of such Warrant Certificate and payment of the Exercise
Price, whichever shall last occur, provided that if the books of the
Company with respect to the Shares shall be closed as of such date the
Shares shall be deemed to be issued, and the person to whom such Shares
are issued of record shall be deemed to have become a record holder of
such Shares, as of the date on which such books
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shall next be open (whether before, on or after the Expiration Date)
but at the Exercise Price, whichever shall have last occurred, to the
Warrant Agent.
c. If less than all the Warrants evidenced by a Warrant
Certificate are exercised upon a single occasion, a new Warrant
Certificate for the balance of the Warrants not so exercised shall be
issued and delivered to, or in accordance with, transfer instructions
properly given by the Warrant Holder until the Expiration Date.
d. All Warrant Certificates surrendered upon exercise of
Warrants shall be cancelled.
e. Upon the exercise, or conversion of any Warrant, the
Warrant Agent shall promptly deposit the payment therefor into an
escrow account established by mutual agreement of the Company and the
Warrant Agent at a federally insured commercial bank. All funds
deposited in the escrow account will be disbursed on a weekly basis to
the Company once they have been determined by the Warrant Agent to be
collected funds. Once the funds are determined to be collected, the
Warrant Agent shall cause the share certificate(s) representing the
exercised Warrants to be issued.
f. Expenses incurred by American Securities Transfer & Trust,
Inc. while acting in the capacity as Warrant Agent will be paid by the
Company. These expenses, including delivery of Share certificates to
the shareholder, will be deducted from the exercise fee submitted prior
to distribution of funds to the Company. A detailed accounting
statement relating to the number of shares exercised, names of
registered Warrant holder and the net amount of exercised funds
remitted will be given to the Company with the payment of each exercise
amount.
g. At the time of exercise of the Warrant(s), the transfer fee
is to be paid by the Company.
h. The Company covenants that if any securities to be reserved
for the purpose of exercise of Warrants hereunder require registration
with, or approval of, any governmental authority under any federal
securities law before such securities may be validly issued or
delivered upon such exercise, then the Company will file a registration
statement under the federal securities laws or a post effective
amendment, use its best efforts to cause the same to become effective
and use its best efforts to keep such registration statement current
while any of the Warrants are outstanding and deliver a prospectus
which complies with Section 10(a)(3) of the Securities Act of 1933, as
amended (the "Act"), to the Registered Holder exercising the Warrant
(except, if in the opinion of counsel to the Company, such registration
is not required under the federal securities laws or if the Company
receives a letter from the staff of the Securities and Exchange
Commission stating that it would not take any enforcement action if
such registration is not effected). The Company will use its best
efforts to obtain appropriate approvals or registrations under state
"blue sky" securities laws. With
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respect to any such securities, however, Warrants may not be exercised
by, or shares of Common Stock issued to, any Registered Holder in any
state in which such exercise would be unlawful.
10. TAXES. The Company will pay all taxes attributable to the initial
issuance of Shares upon exercise of Warrants. The Company shall not, however, be
required to pay any tax which may be payable in respect to any transfer involved
in any issue of Warrant Certificates or in the issue of any certificates of
Shares in the name other than that of the Warrant Holder upon the exercise of
any Warrant.
11. MUTILATED OR MISSING WARRANT CERTIFICATES. If any Warrant
Certificate is mutilated, lost, stolen or destroyed, the Company and the Warrant
Agent may, on such terms as to indemnity or otherwise as they may in their
discretion impose (which shall, in the case of a mutilated Warrant Certificate,
include the surrender thereof), and upon receipt of evidence satisfactory to the
Company and the Warrant Agent of such mutilation, loss, theft or destruction,
issue a substitute Warrant Certificate of like denomination and tenor as the
Warrant Certificate so mutilated, lost, stolen or destroyed. Applicants for
substitute Warrant Certificates shall comply with such other reasonable
regulations and pay any reasonable charges as the Company or the Warrant Agent
may prescribe.
12. RESERVATION OF SHARES. For the purpose of enabling the Company to
satisfy all obligations to issue Shares upon exercise of Warrants, the Company
will at all times reserve and keep available free from preemptive rights, out of
the aggregate of its authorized but unissued Shares, the full number of Shares
which may be issued upon the exercise of Warrants, which will upon issue be
fully paid and nonassessable by the Company and free from all taxes, liens,
charges and security interests with respect to the issue thereof.
13. GOVERNMENTAL RESTRICTIONS. If any Shares issuable upon the exercise
of Warrants require registration or approval of any governmental authority, the
Company will endeavor to secure such registration or approval; provided, that in
no event shall such Shares be issued, and the Company shall have the authority
to suspend the exercise of all Warrants, until such registration or approval
shall have been obtained; but all Warrants, the exercise of which is requested
during any such suspension, shall be exercisable at the Exercise Price. If any
such period of suspension continues past the Expiration Date, all Warrants, the
exercise of which has been requested on or prior to the Expiration Date, shall
be exercisable upon the removal of such suspension until the close of business
on the business day immediately following the expiration of such suspension.
14. ADJUSTMENTS. If prior to the exercise of any Warrants the Company
shall have effected one or more stock split-ups, stock dividends or other
increases or reductions of the number of shares of its $.01 par value Common
Stock outstanding without receiving compensation therefor in money, services or
property, the number of Shares subject to the Warrant granted shall, (i) if a
net increase shall have been effected in the number of outstanding shares of the
Company's shares of Common Stock, be proportionately increased, and the cash
consideration payable per share shall be proportionately reduced, and, (ii) if a
net reduction shall have been effected in the number of
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outstanding shares of the Company's Common Stock, be proportionately reduced and
the cash consideration payable per share be proportionately increased.
15. NOTICE TO WARRANT HOLDERS. Upon any adjustment as described in
Section 14, the Company within twenty (20) days thereafter shall (i) cause to be
filed with the Warrant Agent a certificate signed by a Company officer setting
forth the details of such adjustment, the method of calculation and the facts
upon which such calculation is based, which certificate shall be conclusive
evidence of the correctness of the matters set forth therein, and (ii) cause
written notice of such adjustments to be given to each Warrant Holder as of the
record date applicable to such adjustment. Also, if the Company proposes to
enter into any reorganization, reclassification, sale of substantially all of
its assets, consolidation, merger, dissolution, liquidation or winding up, the
Company shall give notice of such fact at least twenty (20) days prior to such
action to all Warrant Holders, which notice shall set forth such facts as
indicate the effect of such action (to the extent such effect may be known at
the date of such notice) on the Exercise Price and the kind and amount of the
Shares or other securities and property deliverable upon exercise of the
Warrants. Without limiting the obligation of the Company hereunder to provide
notice to each Warrant Holder, failure of the Company to give notice shall not
invalidate corporate action taken by the Company.
16. NO FRACTIONAL WARRANTS OR SHARES. The Company shall not be required
to issue fractions of Warrants upon the reissue of Warrants, any adjustments as
described in Section 14 or otherwise; but the Company in lieu of issuing any
such fractional interest, shall round up or down to the nearest full Warrant. If
the total Warrants surrendered by exercise would result in the issuance of a
fractional share, the Company shall not be required to issue a fractional share
but rather the aggregate number of shares issuable will be rounded up or down to
the nearest full share.
17. RIGHTS OF WARRANT HOLDERS. No Warrant Holder, as such, shall have
any rights of a shareholder of the Company, either at law or equity, and the
rights of the Warrant Holders, as such, are limited to those rights expressly
provided in this Agreement or in the Warrant Certificates. The Company and the
Warrant Agent may treat the registered Warrant Holder in respect of any Warrant
Certificate as the absolute owner thereof (notwithstanding any notations of
ownership or writing thereon made by anyone other than the Company or the
Warrant Agent) for all purposes notwithstanding any notice to the contrary.
18. WARRANT AGENT. The Company hereby appoints the Warrant Agent to act
as the agent of the Company and the Warrant Agent hereby accepts such
appointment upon the following terms and conditions by all of which the Company
and every Warrant Holder, by acceptance of his Warrants, shall be bound:
a. Statements contained in this Agreement and in the Warrant
Certificates shall be taken as statements of the Company. The Warrant
Agent assumes no responsibility for the correctness of any of the same
except such as describes the Warrant Agent or for action taken or to be
taken by the Warrant Agent.
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b. The Warrant Agent shall not be responsible for any failure
of the Company to comply with any of the Company's covenants contained
in this Agreement or in the Warrant Certificates.
c. The Warrant Agent may consult at any time with counsel
satisfactory to it (who may be counsel for the Company) and the Warrant
Agent shall incur no liability or responsibility to the Company or to
any Warrant Holder in respect of any action taken, suffered or omitted
by it hereunder in good faith and in accordance with the opinion or the
advice of such counsel, provided the Warrant Agent shall have exercised
reasonable care in the selection and continued employment of such
counsel.
d. The Warrant Agent shall incur no liability or
responsibility to the Company or to any Warrant Holder for any action
taken in reliance upon any notice, resolution, waiver, consent, order,
certificate or other paper, document or instrument believed by it to be
genuine and to have been signed, sent or presented by the proper party
or parties.
e. The Company agrees to pay to the Warrant Agent reasonable
compensation for all services rendered by the Warrant Agent in the
execution of this Agreement, to reimburse the Warrant Agent for all
expenses, taxes and governmental charges and all other charges of any
kind or nature incurred by the Warrant Agent in the execution of this
Agreement and to indemnify the Warrant Agent and save it harmless
against any and all liabilities, including judgments, costs and counsel
fees, for this Agreement except as a result of the Warrant Agent's
negligence or bad faith.
f. The Warrant Agent shall be under no obligation to institute
any action, suit or legal proceeding or to take any other action likely
to involve expense unless the Company or one or more Warrant Holders
shall furnish the Warrant Agent with reasonable security and indemnity
for any costs and expenses which may be incurred in connection with
such action, suit or legal proceeding, but this provision shall not
affect the power of the Warrant Agent to take such action as the
Warrant Agent may consider proper, whether with or without any such
security or indemnity. All rights of action under this Agreement or
under any of the Warrants may be enforced by the Warrant Agent without
the possession of any of the Warrant Certificates or the production
thereof at any trial or other proceeding relative thereto, and any such
action, suit or proceeding instituted by the Warrant Agent shall be
brought in its name as Warrant Agent, and any recovery of judgment
shall be for the ratable benefit of the Warrant Holders as their
respective rights or interests may appear.
g. The Warrant Agent and any shareholder, director, officer or
employee of the Warrant Agent may buy, sell or deal in any of the
Warrants or other securities of the Company or become pecuniarily
interested in any transaction in which the Company may be interested,
or contract with or lend money to the Company or otherwise act as fully
and freely as though it were not Warrant Agent under this Agreement.
Nothing herein shall preclude
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the Warrant Agent from acting in any other capacity for the Company or
for any other legal entity.
19. SUCCESSOR WARRANT AGENT. Any corporation into which the Warrant
Agent may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Warrant Agent shall be a party, or any corporation succeeding to the corporate
trust business of the Warrant Agent, shall be the successor to the Warrant Agent
hereunder without the execution or filing of any paper or any further act of a
party or the parties hereto. In any such event or if the name of the Warrant
Agent is changed, the Warrant Agent or such successor may adopt the
countersignature of the original Warrant Agent and may countersign such Warrant
Certificates either in the name of the predecessor Warrant Agent or in the name
of the successor Warrant Agent.
20. CHANGE OF WARRANT AGENT. The Warrant Agent may resign or be
discharged by the Company from its duties under this Agreement by the Warrant
Agent or the Company, as the case may be, giving notice in writing to the other,
and by giving a date when such resignation or discharge shall take effect, which
notice shall be sent at least thirty (30) days prior to the date so specified.
If the Warrant Agent shall resign, be discharged or shall otherwise become
incapable of acting, the Company shall appoint a successor to the Warrant Agent.
If the Company shall fail to make such appointment within a period of thirty
(30) days after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Warrant Agent or by any Warrant
Holder or after discharging the Warrant Agent, then any Warrant Holder may apply
to the District Court for Denver County, Colorado, for the appointment of a
successor to the Warrant Agent. Pending appointment of a successor to the
Warrant Agent, either by the Company or by such Court, the duties of the Warrant
Agent shall be carried out by the Company. Any successor Warrant Agent, whether
appointed by the Company or by such Court, shall be a bank or a trust company,
in good standing, organized under the laws of the State of Colorado or the State
of New York or of the United States of America, having its principal office in
Denver, Colorado or New York, New York and having at the time of its appointment
as Warrant Agent, a combined capital and surplus of at least four million
dollars. After appointment, the successor Warrant Agent shall be vested with the
same powers, rights, duties and responsibilities as if it had been originally
named as Warrant Agent without further act or deed and the former Warrant Agent
shall deliver and transfer to the successor Warrant Agent any property at the
time held by it thereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for effecting the delivery or transfer.
Failure to give any notice provided for in this section, however, or any defect
therein, shall not affect the legality or validity of the resignation or removal
of the Warrant Agent or the appointment of the successor Warrant Agent, as the
case may be.
21. NOTICES. Any notice or demand authorized by this Agreement to be
given or made by the Warrant Agent or by any Warrant Holder to or on the Company
shall be sufficiently given or made if sent by mail, first class, certified or
registered, postage prepaid, addressed (until another address is filed in
writing by the Company with the Warrant Agent), as follows:
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WebSecure, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Any notice or demand authorized by this Agreement to be given or made by any
Warrant Holder or by the Company to or on the Warrant Agent shall be
sufficiently given or made if sent by mail, first class, certified or
registered, postage prepaid, addressed (until another address is filed in
writing by the Warrant Agent with the Company), as follows:
American Securities Transfer & Trust, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Any distribution, notice or demand required or authorized by this Agreement to
be given or made by the Company or the Warrant Agent to or on the Warrant
Holders shall be sufficiently given or made if sent by mail, first class,
certified or registered, postage prepaid, addressed to the Warrant Holders at
their last known addresses as they shall appear on the registration books for
the Warrant Certificates maintained by the Warrant Agent.
22. SUPPLEMENTS AND AMENDMENTS. The Company and the Warrant Agent may
from time to time supplement or amend this Agreement without the approval of any
Warrant Holders or the representatives of the underwriters in the Company's
initial public offering in order to cure any ambiguity or to correct or
supplement any provision contained herein which may be defective or inconsistent
with any other provisions herein, or to make any other provisions in regard to
matters or questions arising hereunder which the Company and the Warrant Agent
may deem necessary or desirable.
23. SUCCESSORS. All the covenants and provisions of this Agreement by
or for the benefit of the Company or the Warrant Agent shall bind and inure to
the benefit of their respective successors and assigns hereunder.
24. TERMINATION. This Agreement shall terminate at the close of
business on the Expiration Date or such earlier date upon which all Warrants
have been exercised; provided, however, that if exercise of the Warrants is
suspended pursuant to Section 13 and such suspension continues past the
Expiration Date, this Agreement shall terminate at the close of business on the
business day immediately following the expiration of such suspension. The
provisions of Section 18 shall survive such termination.
25. GOVERNING LAW. This Agreement and each Warrant Certificate issued
hereunder shall be deemed to be a contract made under the laws of the State of
Colorado and for all purposes shall be construed in accordance with the laws of
said State.
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26. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement shall be
construed to give any person or corporation other than the Company, the Warrant
Agent and the Warrant Holders any legal or equitable right, remedy or claim
under this Agreement; but this Agreement shall be for the sole and exclusive
benefit of the Company, the Warrant Agent and the Warrant Holders.
27. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of such counterparts shall for all purposes be deemed to be
an original and all such counterparts shall together constitute but one and the
same instrument.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year indicated below.
Date:_________________________ WEBSECURE, INC.,
a Delaware corporation
By:_________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇, President
SEAL
ATTEST:
------------------------------
, Secretary
AMERICAN SECURITIES TRANSFER &
TRUST, INC., a Colorado corporation
By:_________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
SEAL
ATTEST:
------------------------------
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EXHIBIT A
NO. ________ VOID AFTER ____________, 1999
_______ WARRANTS
FORM OF
REDEEMABLE WARRANT CERTIFICATE TO
PURCHASE ONE SHARE OF COMMON STOCK
WEBSECURE, INC.
CUSIP ▇▇▇▇▇▇▇▇▇
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THIS CERTIFIES THAT, FOR VALUE RECEIVED _______________________________
or registered assigns (the "Registered Holder") is the owner of the number of
Redeemable Warrants (the "Warrants") specified above. One (1) Warrant initially
entitles the Registered Holder to purchase, subject to the terms and conditions
set forth in this Certificate and the Warrant Agreement (as hereinafter
defined), one (1) fully paid and nonassessable share of Common Stock, $.01 par
value, of WebSecure, Inc., a Delaware corporation (the "Company"), at any time
between _____________, 1997 (the "Initial Warrant Exercise Date"), and the
Expiration Date (as hereinafter defined) upon the presentation and surrender of
this Warrant Certificate with the Subscription Form on the reverse hereof duly
executed, at the corporate office of American Securities Transfer & Trust, Inc.,
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as Warrant Agent, or
its successor (the "Warrant Agent"), accompanied by payment of $9.60 per share,
subject to adjustment (the "Purchase Price"), in lawful money of the United
States of America by check made payable to the Warrant Agent for the account of
the Company.
This Warrant Certificate and each Warrant represented hereby are issued
pursuant to and are subject in all respects to the terms and conditions set
forth in the Warrant Agreement (the "Warrant Agreement"), dated
_________________, 1996, by and between the Company and the Warrant Agent.
In the event of certain contingencies provided for in the Warrant
Agreement, the Purchase Price and the number of shares of Common Stock subject
to purchase upon the exercise of each Warrant represented hereby are subject to
modification or adjustment.
Each Warrant represented hereby is exercisable at the option of the
Registered Holder, but no fractional interests will be issued. In the case of
the exercise of less than all the Warrants represented hereby, the Company shall
cancel this Warrant Certificate upon the surrender hereof and shall execute and
deliver a new Warrant Certificate or Warrant Certificates of like tenor, which
the Warrant Agent shall countersign, for the balance of such Warrants.
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The term "Expiration Date" shall mean 5:00 p.m. (New York time) on
_______________, 1999. If such date shall in the State of New York be a holiday
or a day on which banks are authorized to close, then the Expiration Date shall
mean 5:00 p.m. (New York time) the next following day which in the State of New
York is not a holiday or a day on which banks are authorized to close.
The Company shall not be obligated to deliver any securities pursuant
to the exercise of this Warrant unless a registration statement under the
Securities Act of 1933, as amended (the "Act"), with respect to such securities
is effective or an exemption thereunder is available. The Company has covenanted
and agreed that it will file a registration statement under the federal
securities laws, use its best efforts to cause the same to become effective, to
keep such registration statement current, if required under the Act, while any
of the Warrants are outstanding, and deliver a prospectus which complies with
Section 10(a)(3) of the Act to the Registered Holder exercising this Warrant.
This Warrant shall not be exercisable by a Registered Holder in any state where
such exercise would be unlawful.
This Warrant Certificate is exchangeable, upon the surrender hereof by
the Registered Holder at the corporate office of the Warrant Agent, for a new
Warrant Certificate or Warrant Certificates of like tenor representing an equal
aggregate number of Warrants, each of such new Warrant Certificates to represent
such number of Warrants as shall be designated by such Registered Holder at the
time of such surrender. Upon due presentment and payment of any tax or other
charge imposed in connection therewith or incident thereto, for registration of
transfer of this Warrant Certificate at such office, a new Warrant Certificate
or Warrant Certificates representing an equal aggregate number of Warrants will
be issued to the transferee in exchange therefor, subject to the limitations
provided in the Warrant Agreement.
Prior to the exercise of any Warrant represented hereby, the Registered
Holder shall not be entitled to any rights of a stockholder of the Company,
including, without limitation, the right to vote or to receive dividends or
other distributions, and shall not be entitled to receive any notice of any
proceedings of the Company, except as provided in the Warrant Agreement.
Subject to the provisions of the Warrant Agreement, commencing
____________, 1997, this Warrant may be redeemed at the option of the Company in
whole or in part upon not less than 30 days' prior written notice (the "Notice
of Redemption"), at a price of $.20 per Warrant (the "Redemption Price"), if the
average of the high and low sales prices of the Company's Common Stock equals or
exceeds $12.00 per share (the "Notice Price") for ten (10) consecutive trading
days within the twenty (20) day period preceding the date of such notice. The
Notice of Redemption shall be given not later than the thirtieth day before the
date fixed for redemption, all as provided in the Warrant Agreement. On and
after the date fixed for redemption, the Registered Holder shall have no rights
with respect to the Warrants except to receive the $.20 per Warrant upon
surrender of this Warrant Certificate.
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Under certain circumstances, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Inc. and Shamrock
Partners, Ltd. shall be entitled to receive an aggregate of five percent (5%) of
the Purchase Price of the Warrants represented hereby.
Prior to due presentment for registration of transfer hereof, the
Company and the Warrant Agent may deem and treat the Registered Holder as the
absolute owner hereof and of each Warrant represented hereby (notwithstanding
any notations of ownership or writing hereon made by anyone other than a duly
authorized officer of the Company or the Warrant Agent) for all purposes and
shall not be affected by any notice to the contrary, except as provided in the
Warrant Agreement.
This Warrant Certificate shall be governed by and construed in
accordance with the laws of the State of Colorado without giving effect to its
conflict of law principles.
This Warrant Certificate is not valid unless countersigned by the
Warrant Agent.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed, manually or in facsimile by two of its officers thereunto duly
authorized and a facsimile of its corporate seal to be imprinted hereon.
Dated:___________________, 1996 WEBSECURE, INC.
[SEAL]
By:_________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇, President
By:_________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Treasurer
COUNTERSIGNED:
AMERICAN SECURITIES TRANSFER & TRUST, INC.,
as Warrant Agent
By:___________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
A-3
SUBSCRIPTION FORM
-----------------
To Be Executed by the Registered Holder
in Order to Exercise Warrants
The undersigned Registered Holder hereby irrevocably elects to exercise
____________ Warrants represented by this Warrant Certificate, and to purchase
the securities issuable upon the exercise of such Warrants, and requests that
certificates for such securities shall be issued in name of
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
________________________
________________________
________________________
________________________
(please print or type name and address)
and be delivered to
________________________
________________________
________________________
________________________
(please print or type name and address)
and if such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, that a new Warrant Certificate for the balance of such
Warrants be registered in the name of, and delivered to, the Registered Holder
at the address stated below.
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IMPORTANT: PLEASE COMPLETE THE FOLLOWING:
1. The exercise of this Warrant was solicited by ▇▇▇▇▇▇ & [ ]
▇▇▇▇▇▇▇▇, Inc. or Shamrock Partners, Ltd.
2. The exercise of this Warrant was solicited by [ ]
-----------------------------------
3. The exercise of this Warrant was not solicited [ ]
Dated:_____________________________ ___________________________________
Name
-----------------------------------
Number and Street
-----------------------------------
City/Town/State/Zip
-----------------------------------
Social Security or Taxpayer
Identification Number
-----------------------------------
Signature Guaranteed
-----------------------------------
A-5
ASSIGNMENT
To Be Executed by the Registered Holder
in Order to Assign Warrants
FOR VALUE RECEIVED, __________________________________, hereby sells,
assigns, and transfers unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER
________________________
________________________
________________________
________________________
(please print or type name and address)
__________________________________ of the Warrants represented by this Warrant
Certificate, and hereby irrevocably constitutes and appoints
_________________________________, Attorney to transfer this Warrant Certificate
on the books of the Company, with full power of substitution in the premises.
Dated:_________________________ ____________________________________
Signature Guaranteed
------------------------------------
THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER AND MUST BE
GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE
CONTINENTAL STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE,
MIDWEST STOCK EXCHANGE OR BOSTON STOCK EXCHANGE.
A-6