DEBT RESOLVE, INC. COMMON STOCK PURCHASE WARRANT
EXHIBIT
4.3
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.
Warrant
No.: CW-__
___________
__, 2006
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, par value $.001 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 by the Company pursuant to, or contemplated by, that
certain: (i) Securities Purchase Agreement, (ii) a confidential private
placement term sheet booklet with exhibits, as the same may be amended or
supplemented from time to time, (iii) a registration rights agreement, (iv)
this
Warrant, (v) a 15% senior secured convertible promissory note or 15% senior
secured promissory note (each, a “Note”
and
collectively, the “Notes”),
(vi)
a security agreement, (vii) a stock pledge agreement and (viii) a lock-up
agreement, each dated as of the date of this Warrant (collectively, 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 ______________________ (__________) (representing that number of shares
of Common Stock as equals the principal face amount of the Note purchased by
the
Holder divided by (a) $.30 if the Company’s proposed 1-for-10 reverse stock
split has not yet occurred as of the date hereof or (b) $3.00 if the Company’s
proposed 1-for-10 reverse stock split has occurred as of the date hereof) 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 the effective date (the “Commencement
Date”)
of the
Company’s proposed initial public offering (the “IPO”).
2. Expiration
of Warrant.
This
Warrant shall expire at 5:00 p.m., New York local time, on April 30, 2009 (the
“Expiration
Date”).
3. Warrant
Price.
At any
time from the Commencement Date through the Expiration Date, all or any portion
of this Warrant may be exercised for Warrant Shares, in the Holder’s sole
discretion, at a price (the “Warrant
Price”)
equal
to (a) $.001 per share if the Company’s proposed 1-for-10 reverse stock split
has not yet occurred as of the date hereof or (b) $.01 per share if the
Company’s proposed 1-for-10 reverse stock split has occurred as of the date
hereof.
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 election to purchase form in
substantially the form attached at the end of this Warrant 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.
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.
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(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.
4.6 Cashless
Exercise.
If at
any time after one (1) year from the date of issuance of this Warrant there
is
no effective registration filed with the U.S. Securities and Exchange Commission
under the Securities Act (as defined below) registering, or no current
prospectus available for, the resale of the shares of Common Stock issuable
upon
exercise of this Warrant by the Holder, then this Warrant may also be exercised
at such time by means of a “cashless exercise” (by surrender of this Warrant to
the Company at its office maintained pursuant to Section 9.2(a) hereof,
accompanied by a notice of cashless exercise form in substantially the form
attached at the end of this Warrant duly executed by or on behalf of the Holder)
in which the Holder shall be entitled to receive a certificate for the number
of
shares of Common Stock equal to the quotient obtained by dividing [(A-B)(X)]
by
(A), where:
(A)
= the
average 4:00 pm closing bid price of the Common Stock over the five (5) trading
days immediately preceding the date of such election, as such closing price
is
reported on the Bloomberg system;
(B)
= the
Exercise Price of this Warrant, as adjusted; and
(X)
- the
number of shares of Common Stock then issuable upon exercise of this Warrant
in
accordance with the terms of this Warrant by means of a cash exercise rather
than a cashless exercise.
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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 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.
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 (except for the Company’s proposed 1-for-10 reverse stock split
prior to the IPO which has already been factored into this Warrant), then,
following the record date of such combination, the Warrant Price, 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 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.
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5.5 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 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.
5.6 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 (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:
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(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 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.
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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.
14.1 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.
14.2 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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14.3 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);
provided,
however,
that
with respect to the Warrant issued to the holder of the 15% Senior Secured
Promissory Note, any provision of such Warrant and the observance of any term
thereof 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 holder of the 15% Senior Secured Promissory
Note.
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.
[Remainder
of page intentionally left blank; signature page
follows.]
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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. | ||
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| By: | ||
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Name:
Title:
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ELECTION
TO PURCHASE
(To
be
executed by the registered holder if such holder desires to exercise the
attached Warrant.)
Debt
Resolve, Inc.
Attention:
Chief Financial Officer
The
undersigned hereby (1) irrevocably elects to exercise his, her or its rights
to
purchase ____________ shares of Common Stock covered by the attached Warrant
(No. CW-___), (2) makes payment in full of the Warrant Price by enclosure of
cash, certified check or bank draft, or by wire transfer, (3) requests that
certificates for such shares of Common Stock be issued in the name
of:
Please
print name, address and Social Security or Tax Identification
Number:
________________________________________________
________________________________________________
________________________________________________
________________________________________________
and
(4)
if said number of shares of Common Stock shall not be all the shares evidenced
by the attached Warrant, requests that a new warrant certificate for the balance
of the shares covered by the attached Warrant be registered in the name of,
and
delivered to:
Please
print name and address:
________________________________________________
________________________________________________
________________________________________________
| Dated: _____________________ |
HOLDER |
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| |
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| By: | ||
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Name:
Title:
|
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NOTICE
OF CASHLESS EXERCISE
(To
be
executed upon exercise of the attached Warrant pursuant to Section
4.6.)
The
undersigned, the Holder of the attached Warrant (No. CW-___), hereby irrevocably
elects to exercise his, her or its Warrant for ____________ shares of Common
Stock pursuant to the cashless exercise provisions of the attached Warrant,
as
provided for in Section 4.6 of such Warrant, and requests that a certificate
or
certificates for such Warrant Shares be issued in the name of and delivered
to
__________________________ whose address is _______________________________
(social security or taxpayer identification number ___________) and, if such
shares shall not include all of the shares issuable under such Warrant, that
a
new warrant certificate of like tenor and date for the balance of the shares
issuable thereunder be delivered to the undersigned.
| Dated: _____________________ |
HOLDER |
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| By: | ||
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Name:
Title:
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