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EXHIBIT 4.1
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE
OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO STAMPS.COM
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
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Date of Issuance: _______________________
Expiration Date: _________________________
Number of Shares of Common Stock: _______________
STAMPS.COM INC.
Common Stock Purchase Warrant
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Stamps.com Inc., a Delaware corporation ("Stamps.com"), hereby certifies
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that CYDCOR LIMITED ("Cydcor"), or its registered assigns (collectively with
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Cydcor, the "Registered Holder"), is entitled, upon the terms and subject to the
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conditions set forth below, to purchase from Stamps.com, as set forth in Section
1, at a purchase price of $__________ per share, subject to adjustment in
accordance with the terms hereof, up to ______________ shares of Common Stock of
Stamps.com ("Common Stock") subject to adjustment in accordance with the terms
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hereof. The shares of Common Stock purchasable upon exercise of this Warrant
and the purchase price per share, as adjusted from time to time pursuant to the
provisions of this Warrant, are hereinafter referred to as the "Warrant Stock"
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and the "Purchase Price," respectively.
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This Warrant is issued pursuant to that certain Warrant Issuance Agreement
dated as of August 1, 2000 between Stamps.com and Cydcor.
1. Exercise.
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(a) Manner of Exercise. This Warrant may be exercised by the
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Registered Holder, in whole or in part, at any time or times during the period
commencing on the Date of Issuance and ending on the Expiration Date by
surrendering this Warrant, with the purchase form appended hereto as Exhibit A
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duly executed by such Registered Holder or by such Registered Holder's duly
authorized attorney, at the principal office of Stamps.com, or at such other
office or agency as Stamps.com may designate, accompanied by payment in full of
the Purchase Price payable in respect of the number of shares of Warrant Stock
purchased upon such exercise. The Purchase Price may be paid by cash, check,
wire transfer or by the surrender of promissory notes or other instruments
representing indebtedness of Stamps.com to the Registered Holder.
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(b) Effective Time of Exercise. Each exercise of this Warrant shall
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be deemed to have been effected immediately prior to the close of business on
the day on which this Warrant shall have been surrendered to Stamps.com as
provided in Section 1(a) above. At such time, the person or persons in whose
name or names any certificates for Warrant Stock shall be issuable upon such
exercise as provided in Section 1(d) below shall be deemed to have become the
holder or holders of record of the Warrant Stock represented by such
certificates.
(c) Net Issue Exercise.
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(i) In lieu of exercising this Warrant in the manner provided above in
Section 1(a), the Registered Holder may elect to receive shares equal to the
value of this Warrant (or the portion thereof being canceled) by surrender of
this Warrant at the principal office of Stamps.com together with notice of such
election in which event Stamps.com shall issue to such Holder a number of shares
of Warrant Stock computed using the following formula:
X = Y (A - B)
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A
Where X = The number of shares of Warrant Stock to be issued to the
Registered Holder.
Y = The number of shares of Warrant Stock purchasable under this
Warrant (at the date of such calculation).
A = The fair market value of one share of Warrant Stock (at the date
of such calculation).
B = The Purchase Price (as adjusted to the date of such calculation).
(ii) For purposes of this Section 1(c), the fair market value of
Warrant Stock on the date of calculation shall mean with respect to each share
of Warrant Stock:
(A) if Stamps.com's Common Stock is traded on a securities
exchange or The Nasdaq Stock Market or actively traded over-the-counter:
(1) if Stamps.com's Common Stock is traded on a securities
exchange or The Nasdaq Stock Market, the fair market value shall be deemed to be
the product of (x) the average of the closing prices over a ten (10) trading day
period, which period shall begin twelve (12) trading days prior to the effective
time of exercise of this Warrant and end three (3) trading days prior to the
effective day of exercise of this Warrant and (y) the number of shares of Common
Stock into which each share of Warrant Stock is convertible on such date; or
(2) if Stamps.com's Common Stock is actively traded over-
the-counter, the fair market value shall be deemed to be the product of (x) the
average of the closing bid or sales price (whichever is applicable) over a ten
(10) trading day period, which period shall begin twelve (12) trading days prior
to the effective time of exercise of this Warrant and end three (3) trading days
prior to the effective day of exercise of this Warrant and (y) the
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number of shares of Common Stock into which each share of Warrant Stock is
convertible on such date; or
(B) if (A)(1) nor (A)(2) is applicable, the fair market value
of Warrant Stock shall be at the highest price per share which Stamps.com could
obtain on the date of calculation from a willing buyer (not a current employee
or director) for shares of Warrant Stock sold by Stamps.com, from authorized but
unissued shares, as agreed by Stamps.com and the holders of a majority of the
Warrant Stock issuable upon exercise of this Warrant, unless Stamps.com is at
such time subject to an acquisition, in which case the fair market value of
Warrant Stock shall be deemed to be the value received by the holders of such
stock pursuant to such acquisition and shall be valued on a basis consistent
with such acquisition consideration.
(d) Delivery to Holder. As soon as practicable after the exercise of
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this Warrant in whole or in part, and in any event within ten (10) days
thereafter, Stamps.com at its expense will cause to be issued in the name of,
and delivered to, the Registered Holder, or as such Holder (upon payment by such
Holder of any applicable transfer taxes) may direct:
(i) a certificate or certificates for the number of shares of
Warrant Stock to which such Registered Holder shall be entitled, and
(ii) in case such exercise is in part only, a new warrant or
warrants (dated the date hereof) of like tenor, calling in the aggregate on the
face or faces thereof for the number of shares of Warrant Stock equal (without
giving effect to any adjustment therein) to the number of such shares called for
in the introductory paragraph to this Warrant minus the number of such shares
purchased by the Registered Holder upon such exercise as provided in Section
1(a) or 1(c) above.
2. Adjustments.
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(a) Stock Splits and Dividends. If outstanding shares of Stamps.com's
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Common Stock shall be subdivided into a greater number of shares or a dividend
in Common Stock shall be paid in respect of Common Stock, the Purchase Price in
effect immediately prior to such subdivision or at the record date of such
dividend shall simultaneously with the effectiveness of such subdivision or
immediately after the record date of such dividend be proportionately reduced.
If outstanding shares of Common Stock shall be combined into a smaller number of
shares, the Purchase Price in effect immediately prior to such combination
shall, simultaneously with the effectiveness of such combination, be
proportionately increased. When any adjustment is required to be made in the
Purchase Price, the number of shares of Warrant Stock purchasable upon the
exercise of this Warrant shall be changed to the number determined by dividing
(i) an amount equal to the number of shares issuable upon the exercise of this
Warrant immediately prior to such adjustment, multiplied by the Purchase Price
in effect immediately prior to such adjustment, by (ii) the Purchase Price in
effect immediately after such adjustment.
(b) Reclassification, Consolidation, Merger Etc. In case at any time
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or from time to time, Stamps.com shall (i) effect a reorganization (other than a
combination,
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reclassification, exchange or subdivision of shares, as otherwise provided for
herein), (ii) consolidate with or merge into any other entity or person, or
(iii) transfer all or substantially all of its properties or assets to any other
entity or person including under any plan or arrangement contemplating the
dissolution of Stamps.com, then, in each such case, as a part of such
reorganization, merger, consolidation, sale or transfer, lawful provision shall
be made so that the Registered Holder, on the exercise hereof as provided in
Section 1 at any time after the consummation of such reorganization,
consolidation, merger, sale or transfer or the effective date of such
reorganization, consolidation, merger, sale or transfer, as the case may be,
shall be entitled to receive, in lieu of the Common Stock (or other securities)
issuable on such exercise prior to such consummation or such effective date, the
stock and other securities and property (including cash) to which the Holder
would have been entitled upon such consummation or in connection with such
dissolution, as the case may be, if the Holder had so exercised this Warrant,
immediately prior thereto, all subject to further adjustment thereafter as
provided in this Section 2. Upon any reorganization, consolidation, merger, or
other such transaction referred to in this Section 2(b) (collectively, a
"Corporate Transaction"), this Warrant shall, immediately after such Corporate
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Transaction, be appropriately adjusted to apply and pertain to the number and
class of securities which would have been issued to the Holder in the
consummation of such Corporate Transaction had the option been exercised
immediately prior to such Corporate Transaction. Appropriate adjustments shall
also be made to the Purchase Price, provided the aggregate Purchase Price
payable hereunder shall remain the same.
(c) Adjustment Certificate. When any adjustment is required to be
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made in the Warrant Stock or the Purchase Price pursuant to this Section 2,
Stamps.com shall promptly mail to the Registered Holder a certificate setting
forth (i) a brief statement of the facts requiring such adjustment, (ii) the
Purchase Price after such adjustment and (iii) the kind and amount of stock or
other securities or property into which this Warrant shall be exercisable after
such adjustment.
3. Transfers.
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(a) Unregistered Security. Each holder of this Warrant acknowledges
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that this Warrant has not been registered under the Securities Act of 1933, as
amended (the "Securities Act"), and agrees not to sell, pledge, distribute,
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offer for sale, transfer or otherwise dispose of this Warrant, any Warrant Stock
issued upon its exercise or any Common Stock issued upon conversion of the
Warrant Stock in the absence of (i) an effective registration statement under
the Act as to this Warrant, such Warrant Stock or such Common Stock and
registration or qualification of this Warrant, such Warrant Stock or such Common
Stock under any applicable U.S. federal or state securities law then in effect,
or (ii) an opinion of counsel, reasonably satisfactory to Stamps.com, that such
registration and qualification are not required. Each certificate or other
instrument for Warrant Stock issued upon the exercise of this Warrant shall bear
a legend substantially to the foregoing effect.
(b) Transferability. This Warrant may not be transferred or assigned,
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in whole or in part, by the Registered Holder except (i) to an affiliate of the
Registered Holder
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(provided that such affiliate agrees in writing with Stamps.com and/or iShip.com
to comply with Section 17 of the Agreement, as amended) or (ii) where the
Registered Holder has provided the Company with written notice of its intent to
assign or transfer the Warrant and the Company has consented to such assignment
or transfer in writing. Any transfer in accordance with the immediately
preceding sentence shall be effected upon surrender of the Warrant with a
properly executed assignment (in the form of Exhibit B hereto) at the principal
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office of Stamps.com.
(c) Warrant Register. Stamps.com will maintain a register containing
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the names and addresses of the Registered Holders of this Warrant. Until any
transfer of this Warrant is made in the warrant register, Stamps.com may treat
the Registered Holder of this Warrant as the absolute owner hereof for all
purposes; provided, however, that if this Warrant is properly assigned in blank,
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Stamps.com may (but shall not be required to) treat the bearer hereof as the
absolute owner hereof for all purposes, notwithstanding any notice to the
contrary. Any Registered Holder may change such Registered Holder's address as
shown on the warrant register by written notice to Stamps.com requesting such
change.
4. No Impairment. Stamps.com will not, by amendment of its charter or
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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 in good faith assist
in the carrying out of all such terms and in the taking of all such action as
may be necessary or appropriate in order to protect the rights of the holder of
this Warrant against impairment.
5. Termination.
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This Warrant (and the right to purchase securities upon exercise hereof)
shall terminate on the Expiration Date stated on the first page of this Warrant.
6. Notices of Certain Transactions. In case:
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(a) Stamps.com 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, to subscribe for or purchase any shares of stock of any class or any
other securities, or to receive any other right, or
(b) of any capital reorganization of Stamps.com, any reclassification
of the capital stock of Stamps.com, any consolidation or merger of Stamps.com,
any consolidation or merger of Stamps.com with or into another corporation
(other than a consolidation or merger in which Stamps.com is the surviving
entity), or any transfer of all or substantially all of the assets of
Stamps.com, or any other Corporate Transaction, or
(c) of the voluntary or involuntary dissolution, liquidation or
winding-up of Stamps.com,
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then, and in each such case, Stamps.com 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,
winding-up, redemption or conversion 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 such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation,
winding-up, redemption or conversion) are to be determined. Such notice shall be
mailed at least twenty (20) days prior to the record date or effective date for
the event specified in such notice.
7. Reservation of Stock. Stamps.com will at all times reserve and keep
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available, solely for the issuance and delivery upon the exercise of this
Warrant, such shares of Warrant Stock and other stock, securities and property,
as from time to time shall be issuable upon the exercise of this Warrant.
8. Exchange of Warrants. Upon the surrender by the Registered Holder of
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any Warrant or Warrants, properly endorsed, to Stamps.com at the principal
office of Stamps.com, Stamps.com will, subject to the provisions of Section 3
hereof, issue and deliver to or upon the order of such Holder, at Stamps.com's
expense, a new Warrant or Warrants of like tenor, in the name of such Registered
Holder or as such Registered Holder (upon payment by such Registered Holder of
any applicable transfer taxes) may direct, calling in the aggregate on the face
or faces thereof for the number of shares of Common Stock called for on the face
or faces of the Warrant or Warrants so surrendered.
9. Replacement of Warrants. Upon receipt of evidence reasonably
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satisfactory to Stamps.com of the loss, theft, destruction or mutilation of this
Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory to Stamps.com, or (in the case of mutilation) upon surrender and
cancellation of this Warrant, Stamps.com will issue, in lieu thereof, a new
Warrant of like tenor.
10. Mailing of Notices. Any notice required or permitted pursuant to this
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Warrant shall be in writing and shall be deemed sufficient upon receipt, when
delivered personally or sent by courier, overnight delivery service or confirmed
facsimile, or forty-eight (48) hours after being deposited in the regular mail,
as certified or registered mail (airmail if sent internationally), with postage
prepaid, addressed (a) if to the Registered Holder, to the address of the
Registered Holder most recently furnished in writing to Stamps.com and (b) if to
Stamps.com, to the address set forth below or subsequently modified by written
notice to the Registered Holder.
11. No Rights as Shareholder. Until the exercise of this Warrant, the
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Registered Holder of this Warrant shall not have or exercise any rights by
virtue hereof as a shareholder of Stamps.com.
12. No Fractional Shares. No fractional shares of Common Stock will be
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issued in connection with any exercise hereunder. In lieu of any fractional
shares which would otherwise
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be issuable, Stamps.com shall pay cash equal to the product of such fraction
multiplied by the fair market value of one share of Common Stock on the date of
exercise, as determined in good faith by Stamps.com's Board of Directors.
13. Amendment or Waiver. Any term of this Warrant may be amended or waived
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only by an instrument in writing signed by the party against which enforcement
of the amendment or waiver is sought.
14. Headings. The headings in this Warrant are for purposes of reference
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only and shall not limit or otherwise affect the meaning of any provision of
this Warrant.
15. Governing Law. This Warrant shall be governed, construed and
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interpreted in accordance with the laws of the State of California, without
giving effect to principles of conflicts of law.
STAMPS.COM INC.
By:__________________________________________
Name:
Address: 3420 Ocean Park Blvd.
Suite 1040
Santa Monica, CA 90405
Attn: Corporate Secretary
Fax Number: (310) 314-8523
Agreed to and Accepted:
CYDCOR LIMITED
By:_________________________________
Name:_______________________________
Title:______________________________
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EXHIBIT A
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PURCHASE FORM
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To: Stamps.com Inc. Dated: ________________
The undersigned, pursuant to the provisions set forth in the attached
Warrant, hereby irrevocably elects to purchase ___________ shares of Common
Stock of Stamps.com Inc., a Delaware corporation, covered by such Warrant and
herewith makes payment of $_________________, representing the full purchase
price for such shares at the price per share provided for in such Warrant.
_________________________________________
Name of Registered Holder
_________________________________________
By:
_________________________________________
Name:
_________________________________________
Title:
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EXHIBIT B
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ASSIGNMENT FORM
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FOR VALUE RECEIVED, _________________________________________ hereby sells,
assigns and transfers all of the rights of the undersigned under the attached
Warrant with respect to the number of shares of Common Stock of Stamps.com Inc.,
a Delaware corporation, covered thereby set forth below, unto:
Name of Assignee Address/Fax Number No. of Shares
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Dated: _________________ _____________________________________________
Name of Registered Holder
By:____________________________________________
Name:__________________________________________
Title:_________________________________________
Witness:_______________________________________
