EXHIBIT 99.3
WARRANT
NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF NOR ANY
INTEREST OR PARTICIPATION HEREIN HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, ASSIGNED,
PLEDGED, HYPOTHECATED, ENCUMBERED OR IN ANY OTHER MANNER TRANSFERRED OR DISPOSED
OF EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (OR FOLLOWING RECEIPT BY ECOM CAPITAL, INC. OF AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO ECOM CAPITAL, INC. THAT SUCH REGISTRATION IS NOT
REQUIRED), APPLICABLE STATE SECURITIES LAWS AND THE TERMS AND CONDITIONS HEREOF.
THE HOLDER OF THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE
SUBJECT TO THE RESTRICTIONS HEREIN SET FORTH.
WARRANT TO PURCHASE
COMMON STOCK
OF ECOM CAPITAL, INC.
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This certifies that, for good and valuable consideration received,
Change Technology Partners, Inc. (the "Warrantholder"), is entitled to purchase
from eCom Capital, Inc., a corporation incorporated under the laws of Delaware
(the "Company"), subject to the terms and conditions hereof, at any time before
5:00 P.M., New York time, on the Expiration Date (as defined below), 482,955 of
fully paid and nonassessable shares of Common Stock (par value $0.01) of the
Company (the "Common Stock") (such aggregate number of shares of Common Stock
referred to collectively as the "Warrant Shares"), at the Exercise Price (as
defined herein). The Exercise Price and the number of shares purchasable
hereunder are subject to adjustment as provided in Article IV hereof.
This Warrant is being issued in consideration for and in connection
with the issuance of that certain Promissory Note, dated August 28, 2001, by the
Company in favor of the Warrantholder.
ARTICLE I
SECTION 1.01: DEFINITION OF TERMS. As used in this Warrant, the
following capitalized terms shall have the following respective meanings.
(a) BUSINESS DAY: A day other than a Saturday, Sunday or other
day on which banks in the State of New York are authorized by law to
remain closed.
(b) CASHLESS EXERCISE: As defined in Article II.
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(c) CASHLESS EXERCISE RATIO: As defined Article II.
(d) COMMON STOCK: Common Stock, par vale $0.01 per share, of
the Company.
(e) COMMON STOCK EQUIVALENTS: Securities that are convertible
into or exercisable for shares of Common Stock.
(f) COMPANY: eCom Capital, Inc.
(g) CURRENT MARKET PRICE: On any date of determination means
the closing bid price of a Common Stock on such day as reported on the
principal national security exchange or quotation system on which such
security is quoted or listed or admitted to trading, or, if not quoted
or listed or admitted to trading on any national securities exchange or
quotation system, the closing bid price of such security on the
over-the-counter market on the day in question as reported by the
National Quotation Bureau Incorporated, or a similar generally accepted
reporting service, or if not so available, a price determined in good
faith by the Board of Directors of the Company as being equal to the
fair market value thereof, as the case may be, for five (5) trading
days immediately preceding the date of exercise.
(h) EXERCISE PRICE: $1.125 per share, subject to adjustment
from time to time pursuant to the provisions of Article IV hereof.
(i) EXPIRATION DATE: August 28, 2011 (or, if such day is not a
Business Day, the next following Business Day).
(j) PERSON: An individual, partnership, joint venture, limited
liability company, corporation, trust, unincorporated organization or
government or any department or agency thereof.
(k) SEC: The Securities and Exchange Commission.
(l) SECURITIES ACT: The Securities Act of 1933, as amended.
(m) WARRANTS: This Warrant and all other warrants that may be
issued in its place (together evidencing the right to purchase the
Warrant Shares, subject to adjustment from time to time in accordance
with Article IV).
(n) WARRANT SHARES: Common Stock issuable upon exercise of the
Warrants.
ARTICLE II
DURATION AND EXERCISE OF WARRANT
SECTION 2.01: DURATION OF WARRANT. Subject to the terms contained
herein, this Warrant may be exercised at any time prior to 5:00 p.m., New York
City time, on the Expiration Date. If
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this Warrant is not exercised prior to 5:00 p.m., New York City time, on the
Expiration Date, it shall become void, and all rights hereunder shall thereupon
cease.
SECTION 2.02: EXERCISE OF WARRANT.
(a) The Warrantholder may exercise this Warrant (i) upon
surrender of this Warrant with the subscription form in the form of
ANNEX A hereto (the "Subscription Form") hereon duly executed, to the
Company at its principal office in New York, New York, together with
the full Exercise Price for each share of Common Stock to be purchased
in lawful money of the United States, wire transfer or by certified
check drawn on a United States bank, payable in the United States
Dollars to the order of the Company and upon compliance with and
subject to the conditions set forth herein, or (ii) upon the surrender
of this Warrant with the Subscription Form and without payment of the
full Exercise Price in cash, for such number of shares of Common Stock
equal to the product of (1) the number of Warrant Shares for which this
Warrant is exercisable with payment in cash of the full Exercise Price
as of the date of exercise and (2) the Cashless Exercise Ratio. For
purposes of this Warrant, the "Cashless Exercise Ratio" shall equal a
fraction, the numerator of which is the excess of the Current Market
Price per share of the Common Stock on the date of exercise over the
Exercise Price per share as of the date of exercise and the denominator
of which is the Current Market Price per share of the Common Stock on
the date of exercise. An exercise of this Warrant in accordance with
(ii) in the first sentence of this Section 2.02(a) is hereafter called
a "Cashless Exercise". This Warrant may be exercised only once and must
be for all Warrant Shares.
(b) Upon receipt of this Warrant with the Subscription Form
duly executed and accompanied by payment of the aggregate Exercise
Price for the shares of Common Stock, or by compliance with the
Cashless Exercise requirements in Section 2.02(a), as applicable, for
which this Warrant is then being exercised, the Company will cause to
be issued certificates for the total number of whole shares of Common
Stock for which this Warrant is being exercised, or such number due to
Warrantholder as per the Cashless Exercise provision in Section 2.02,
as applicable, in such denominations as are required for delivery to
the Warrantholder, and the Company shall thereupon deliver such
certificates to the Warrantholder. Notwithstanding any provision herein
to the contrary, the Company shall not be required to register any
shares in the name of any Person who acquires this Warrant or any
Warrant Shares otherwise than in accordance with this Warrant.
(c) All shares of Common Stock issued upon exercise hereof
shall be stamped or imprinted with a legend in substantially the
following form (in addition to any legend required by state securities
laws).
"The securities registered by this stock certificate have not
been registered under the Securities Act of 1933 (the "Act")
or applicable state securities laws (the "State Acts") and
shall not be sold, pledged, hypothecated, donated or otherwise
transferred by
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the Warrantholder except upon the issuance to the Company of a
favorable opinion of its counsel as may be satisfactory to
counsel for the Company, to the effect that any such transfer
shall not be in violation of the Act and the State Acts."
(d) The Company covenants and agrees that it will pay when due
and payable any and all taxes which may be payable in respect of the
issue of this Warrant or in respect of the issue of any Warrant Shares.
The Company shall not, however, be required to pay any tax imposed on
income or gross receipts or any tax which may be payable in respect of
any transfer involved in the issuance or delivery of this Warrant or of
Warrant Shares in a name other than that of the Warrantholder at the
time of surrender and, until the payment of such tax, shall not be
required to issue such Warrant Shares.
SECTION 2.03: TRANSFER OF WARRANT.
(a) This Warrant may not be transferred or assigned in whole
or in part without consent of the Company and compliance with all
applicable federal and state securities laws by the transferor and the
transferee (including the delivery of investment representation letters
and legal opinions reasonably satisfactory to the Company, if such are
requested by the Company). Subject to the provisions of this Warrant
with respect to compliance with the Securities Act, title to this
Warrant may be transferred by endorsement and delivery in the same
manner as a negotiable instrument transferrable by endorsement and
delivery.
(b) On surrender of this Warrant for exchange, properly
endorsed and subject to the provisions of this Warrant with respect to
compliance with the Securities Act and with the limitations on
assignments and transfers contained in this Article II, the Company at
its own expense shall issue to or on the order of the Warrantholder a
new warrant or warrants of the like tenor, in the name of the
Warrantholder (on payment by the Warrantholder of any applicable
transfer taxes) as he may direct, for the number of shares issuable
upon exercise hereof.
ARTICLE III
WARRANTHOLDER'S REPRESENTATIONS, WARRANTIES AND COVENANTS
SECTION 3.01: WARRANTHOLDER REPRESENTATIONS, WARRANTIES AND COVENANTS.
Warrantholder represents and warrants to and covenants and agrees with the
Company as follows:
(a) Warrantholder is purchasing this Warrant and the Warrant
Shares (this Warrant and Warrant Shares are together, the "Securities")
for its own account, for investment purposes only and not with a view
towards or in connection with the public sale or distribution thereof
in violation of the Securities Act.
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(b) Warrantholder is (i) an "accredited investor" within the
meaning of Rule 501 of Regulation D under the Securities Act, (ii)
experienced in making investments of the kind contemplated by this
Warrant, (iii) capable, by reason of its business and financial
experience, of evaluating the relative merits and risks of an
investment in the Securities, and (iv) able to afford the loss of its
investment in the Securities.
(c) Warrantholder understands that the Securities are being
offered and sold by the Company in reliance on an exemption from the
registration requirements of the Securities Act and equivalent state
securities and "blue sky" laws, and that the Company is relying upon
the accuracy of, and Warrantholder's compliance with, Warrantholder's
representations, warranties and covenants set forth in this Warrant to
determine the availability of such exemption and the eligibility of
Warrantholder to purchase the Securities.
(d) Warrantholder acknowledges that in making its decision to
purchase the Securities it has been given an opportunity to ask
questions of and to receive answers from the Company's executive
officers, directors and management personnel concerning the terms and
conditions of the private placement of the Securities by the Company.
(e) Warrantholder understands that the Securities have not
been approved or disapproved by the SEC or any state securities
commision and that the foregoing authorities have not reviewed any
documents or instruments in connection with the offer and sale to it of
the Securities and have not confirmed or determined the adequacy or
accuracy of any such documents or instruments.
(f) The Warrantholder will not offer, sell or otherwise
dispose of this Warrant or Warrant Shares except under circumstances
that will not result in a violation of the Securities Act or any state
securities laws.
SECTION 3.02. COMPANY REPRESENTATIONS, WARRANTIES AND COVENANTS. The
Company represents and warrants to and covenants and agrees with the
Warrantholder as follows:
(a) The Company (i) is a corporation formed on August 10, 1999
in Delaware, (ii) is a wholly-owned subsidiary of Franklin Capital
Corporation, a Delaware corporation ("Parent"), with Parent owning 100%
of the outstanding common stock of Company, (iii) has conducted no
business prior to the date hereof, (iv) has incurred no liabilities
prior to the date hereof, except for corporate franchise taxes which
have been fully paid, (v) has the corporate power and authority and the
legal right to own or lease and operate its property and to conduct the
business in which it is currently engaged and (vi) is in compliance in
all material respects with all laws, rules and regulations applicable
to it.
(b) The execution, delivery and performance by the Company of
this Warrant (i) are within the Company's corporate powers, and (ii)
have been duly authorized by all necessary corporate action.
(c) Other than the parties to this Warrant (as set forth in
the preamble to this Warrant), no consent of any person and no
authorization or approval or other action by, and no
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notice to or filing or registration with, any governmental authority or
regulatory body is required in connection with the execution, delivery
and performance by the Company of this Warrant or the taking of any
action contemplated hereby.
(d) This Warrant constitutes the legal, valid and binding
obligation of the Company enforceable in accordance with its terms,
except as enforcement thereof may be subject to the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium or
similar law affecting creditors' rights generally, and general
principles of equity (regardless of whether considered in a proceeding
in equity or at law).
(e) The execution, delivery and performance by the Company of
this Warrant do not contravene the terms of its certificate of
incorporation or bylaws and do not violate, conflict with or result in
any breach or contravention of, or the creation of any lien under, any
law, statute or regulation applicable to the Company.
(f) The number of Warrant Shares that are issuable upon the
exercise of this Warrant (as set forth in the preamble to this Warrant)
is equal to twelve and one half percent (12.5%) of the total issued and
outstanding capital stock of the Company, as of the date hereof,
calculated on a fully diluted, as converted basis without taking into
account this Warrant or the Warrant Shares.
ARTICLE IV
CHAPTER 1 ADJUSTMENT OF SHARES OF COMMON STOCK
PURCHASABLE AND OF EXERCISE PRICE
The Exercise Price and the number and kind of Warrant Shares shall be
subject to adjustment from time to time upon the happening of certain events as
provided in this Article IV.
SECTION 4.01: MECHANICAL ADJUSTMENTS.
(a) If at any time prior to the full exercise of this Warrant,
the Company shall (i) pay a dividend or make a distribution on its
shares of Common Stock in shares of Common Stock; (ii) subdivide its
outstanding Common Stock into a greater number of shares; (iii) combine
its outstanding Common Stock into a smaller number of shares; or (iv)
issue any shares in a reclassification of the Common Stock (other than
any such event for which an adjustment is made pursuant to any other
Section of this Article IV or a reclassification of par to no par value
or the like), the total number of shares of Common Stock purchasable
upon the exercise of this Warrant shall be adjusted so that, upon the
subsequent exercise of this Warrant in full, the Warrantholder shall be
entitled to receive at the same aggregate Exercise Price the number of
shares of Common Stock which he would have owned or have been entitled
to receive immediately following the happening of any of the events
described above had this Warrant been exercised in full immediately
prior to the happening of such event. Any adjustment made pursuant to
this Section 4.01 shall, in the case of a stock dividend or
distribution, become effective as of the record date therefor and, in
the case of a subdivision or combination, shall be made
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effective as of the effective date thereof. Such adjustment shall be
made successively whenever any event listed in this paragraph 4.01(a)
shall occur.
(b) In the event of any adjustment of the total number of
shares of Common Stock purchasable upon the exercise of this Warrant
pursuant to Section 4.01(a), the Exercise Price per share applicable to
this Warrant shall be adjusted to the amount resulting from dividing
the number of shares covered by this Warrant immediately after such
adjustment into the total amount payable upon exercise of this Warrant
in full immediately prior to such adjustment.
(c) In case the Company shall hereafter fix a record date for
making a distribution to the holders of the Common Stock of assets or
evidences of its indebtedness (excluding cash dividends or
distributions out of earnings and dividends or distributions referred
to in paragraph (a) of this Section 4.01) or Common Stock subscription
rights, options or warrants for Common Stock or Common Stock
Equivalents, then in each such case, the Exercise Price in effect after
such record date shall be adjusted to the price determined by
multiplying the Exercise Price in effect immediately prior thereto by a
fraction, the numerator of which shall be the total number of shares of
Common Stock outstanding at such time multiplied by the fair market
value per share (as determined in good faith by the Company's Board of
Directors) of the Company, less the fair market value (as determined in
good faith by the Company's Board of Directors) of said assets or
evidences of indebtedness so distributed or of such Common Stock
subscription rights, option and warrants or of such Common Stock
Equivalents, and the denominator of which shall be the total number of
shares of Common Stock outstanding at such time multiplied by the fair
market value per share (as determined in good faith by the Company's
Board of Directors) of the Company. Such adjustment shall be made
successively whenever the record date for such a distribution is fixed
and shall become effective immediately after such record date.
(d) Whenever the Exercise Price payable upon exercise of this
Warrant is adjusted pursuant to paragraph (c) of this Section 4.01, the
total number of shares of Common Stock purchasable upon the exercise of
this Warrant shall simultaneously be adjusted by multiplying the number
of Warrant Shares then issuable upon exercise of the Warrant by the
Exercise Price in effect on the date thereof and dividing the product
so obtained by the Exercise Price as adjusted.
(e) No adjustment in the Exercise Price shall be required
unless such adjustment would require an increase or decrease of at
least one cent ($.01) in such price; provided, however, that any
adjustments which by reason of this paragraph (e) are not required to
be made shall be carried forward and taken into account in any
subsequent adjustment. All calculations under this Section 4.01 shall
be made to the nearest cent or to the nearest one-hundredth of a share,
as the case may be. Notwithstanding anything in this Section 4.01 to
the contrary, the Exercise Price shall not be reduced to less than the
then existing par value of the Common Stock as a result of any
adjustment made hereunder.
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SECTION 4.02: OTHER CHANGES. In case the Company shall, at any time or
from time to time, after the issuance of this Warrant but prior to the exercise
hereof, take any action affecting its Common Stock similar to or having an
effect similar to any of the actions described in Section 4.01 or 4.05 (but not
including any action described in any such Sections) and the Board of Directors
in good faith determines that it would be equitable in the circumstances to
adjust the Exercise Price and the number and kind of Warrant Shares as a result
of such action, then, and in each such case, the Exercise Price and the number
and kind of Warrant Shares shall be adjusted in such manner and at such time as
the Board of Directors in good faith determines would be equitable in the
circumstances (such determination to be evidenced in a resolution, a certified
copy of which shall be mailed to the Warrantholder).
SECTION 4.03: NOTICE OF ADJUSTMENT. Whenever the number of Warrant
Shares or the Exercise Price is adjusted as herein provided, the Company shall
prepare and deliver to the Warrantholder a certificate signed by the President,
any Vice President, Treasurer or Secretary, setting forth the adjusted number of
shares purchasable upon the exercise of this Warrant and the Exercise Price of
such shares after such adjustment, setting forth a brief statement of the facts
requiring such adjustment and setting forth the computation by which such
adjustment was made.
SECTION 4.04: NO ADJUSTMENT FOR DIVIDENDS. No adjustment in respect of
any cash dividends shall be made during the term of this Warrant or upon the
exercise of this Warrant.
SECTION 4.05: PRESERVATION OF PURCHASE RIGHTS IN CERTAIN TRANSACTIONS.
In case of any consolidation of the Company with or merger of the Company into
another corporation or in case of any sale or conveyance to another corporation
of the property of the Company as an entirety or substantially as an entirety,
the Company agrees that a condition of such transaction will be that the Company
or such successor or purchasing corporation, as the case may be, shall execute
with the Warrantholder an agreement granting the Warrantholder the right
thereafter, upon payment of the Exercise Price in effect immediately prior to
such action, to receive upon exercise of this Warrant the kind and amount of
shares and other securities and property which he would have owned or have been
entitled to receive after the happening of such consolidation, merger, sale or
conveyance had this Warrant been exercised immediately prior to such action.
Such agreement shall provide for adjustments, which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Article
IV. The provisions of this Section 4.04 shall similarly apply to successive
consolidations, mergers, sales or conveyances.
SECTION 4.06: FORM OF WARRANT AFTER ADJUSTMENTS. The form of this
Warrant need not be changed because of any adjustments in the Exercise Price or
the number or kind of the Warrant Shares, and Warrants theretofore or thereafter
issued may continue to express the same price and number and kind of shares as
are stated in this Warrant as initially issued.
ARTICLE V
OTHER PROVISIONS RELATING TO RIGHTS OF WARRANTHOLDER
SECTION 5.01: NO RIGHTS AS SHAREHOLDERS: NOTICES TO WARRANTHOLDERS.
Nothing contained in this Warrant shall be construed as conferring upon the
Warrantholder or his transferees the
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right to vote or to receive dividends or to consent or to receive notice as
shareholders in respect of any meeting of shareholders for the election of
directors of the Company or any other matter, or any rights whatsoever as
shareholders of the Company. If, however, at any time prior to the expiration or
exercise in full of the Warrants, any of the following events shall occur:
(a) the Company shall declare any dividend payable in any
securities upon its shares of Common Stock or make any distribution
(other than a cash dividend) to the holders of its shares of Common
Stock; or
(b) the Company shall offer to the holders of its shares of
Common Stock any additional shares of Common Stock or Common Stock
Equivalents or any right to subscribe thereto; or
(c) a dissolution, liquidation or winding up of the Company
(other than in connection with a consolidation, merger, or sale of all
or substantially all of its property, assets, and business as an
entirety) shall be proposed;
then, in any one or more of said events, the Company shall give notice
of such event to the Warrantholder. Such giving of notice shall be initiated (i)
at least 20 days prior to the date fixed as a record date or the date of closing
the Company's Stock transfer books for the determination of the shareholders
entitled to such dividend, distribution or subscription rights, or for the
determination of the shareholders entitled to vote on such proposed dissolution,
liquidation or winding up. Such notice shall specify such record date or the
date of closing the stock transfer books, as the case may be. Failure to provide
such notice shall not affect the validity of any action taken in connection with
such dividend, distribution or subscription rights, or proposed dissolution,
liquidation or winding up.
SECTION 5.02: LOST, STOLEN, MUTILATED OR DESTROYED WARRANTS. If this
warrant certificate is lost, stolen, mutilated or destroyed, the Company may, on
such terms as to indemnify or otherwise as it may in its discretion impose
(which shall, in the case of a mutilated Warrant, include the surrender
thereof), issue a new warrant certificate of like denomination and tenor as, and
in substitution for this Warrant.
SECTION 5.03: RESERVATION OF SHARES.
(a) The Company covenants and agrees that at all times it
shall reserve and keep available for the exercise of this Warrant such
number of authorized shares of Common Stock as are sufficient to permit
the exercise in full of this Warrant.
(b) The Company covenants and agrees that all shares of Common
Stock issued on exercise of this Warrant will be validly issued, fully
paid, nonassessable and free of pre-exemptive rights.
SECTION 5.04: NO FRACTIONAL SHARES. Anything contained herein to the
contrary notwithstanding, the Company shall not be required to issue any
fraction of a share in connection with the exercise of this Warrant, and in any
case where the Warrantholder would, except for the
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provisions of this Section 5.04 be entitled under the terms of this Warrant to
receive a fraction of a share upon the exercise of this Warrant, the Company
shall, upon the exercise of this Warrant and receipt of the Exercise Price pay
to the Warrantholder a cash adjustment in respect of such fraction of a share in
an amount equal to such fraction of a share multiplied by the fair market value
per share (as determined in good faith by the Company's Board of Directors).
ARTICLE VI
TREATMENT OF WARRANTHOLDER
SECTION 6.01. Prior to due presentment for registration of transfer of
this Warrant, the Company may deem and treat the Warrantholder as the absolute
owner of this Warrant (notwithstanding any notation of ownership or other
writing hereon) for the purpose of any exercise hereof and for all other
purposes and the Company shall not be affected by any notice to the contrary.
ARTICLE VII
OTHER MATTERS
SECTION 7.01: EXPENSES OF TRANSFER. The Company will from time to time
promptly pay, subject to the provisions of paragraph (f) of Section 2.02, all
taxes and charges that may be imposed upon the Company in respect to the
issuance or delivery of Warrant Shares upon the exercise of this Warrant by the
Warrantholder.
SECTION 7.02: AMENDMENTS AND WAIVERS. The provision of this Warrant,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waiver or consents to departures from the provisions hereof
may not be given unless the Company has obtained the written consent of the
Warrantholder.
SECTION 7.03: GOVERNING LAW. This Warrant shall be governed by and
construed in accordance with the laws of the State of New York without regard to
any laws that might otherwise govern under applicable principles of conflicts of
laws.
SECTION 7.04: SEVERABILITY. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provisions in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.
SECTION 7.05 INTEGRATION/ENTIRE AGREEMENT. This Warrant is intended to
be a complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein. There are no
restrictions, promises, warranties, or undertakings other than those set forth
or referred to herein. This Warrant supersedes all prior agreements and
understandings between the parties with respect to such subject matter.
SECTION 7.06: NOTICES. Notices or demands pursuant to this Warrant to
be given or made by the Warrantholder to or on the Company shall be sufficiently
given or made if sent (i) by recognized international courier such as Federal
Express or DHL, (ii) by first class mail, postage
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prepaid, addressed, until another address is designated in writing by the
Company, or (iii) by facsimile, as follows:
eCom Capital, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to:
▇▇▇▇, Gotshal & ▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Any action or demand authorized by this Warrant to be given or made by
the Company to or on the Warrantholder shall be sufficiently given or made if
sent (i) by recognized international courier such as Federal Express or DHL,
(ii) by first class mail, postage prepaid addressed, until another address is
designated in writing by the Company, or (iii) by facsimile, as follows:
Change Technology Partners, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇.
Greenwich, CT 06830
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to:
▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇: (▇▇▇) ▇▇▇-▇▇▇▇
SECTION 7.07: HEADINGS. The Article headings herein are for convenience
only and are not part of this Warrant and shall not affect the interpretation
thereof.
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IN WITNESS WHEREOF, this Warrant has been duly executed by the Company
as of the 28th day of August, 2001.
ECOM CAPITAL, INC.
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
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ANNEX A
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SUBSCRIPTION FORM
-----------------
(To be Executed by the Warrantholder if It Desires
to Exercise the Warrant)
TO:
The Undersigned ______________________________________
(Name of Warrantholder)
(----------------------------)
(Please insert SS# or other identifying
number of subscriber)
hereby irrevocably elects to exercise the right of purchase represented by the
within Warrant for, and to (i) purchase thereunder, _____ shares of Common Stock
(as defined in the Warrrant) provided for therein and tenders payment herewith
to the order of eCom Capital, Inc. in the amount of $___________ or (ii)
purchase ________ shares of Common Stock pursuant to the exercise of the
Cashless Exercise (as defined in the Warrant) provisions of the Warrant. The
undersigned requests that certificates for such shares of Common Stock be issued
as follows:
Name: _________________________________________________
Address: _________________________________________________
Deliver to: _________________________________________________
Address: _________________________________________________
Date: ___________ __, 200_
Signature: __________________________
Note: The signature of this Subscription
must correspond with the name as written
upon the face of this Warrant in every
particular without alteration or
enlargement or any change whatsoever.
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