RCONTEST.COM, INC.
and
CORPORATE STOCK TRANSFER, INC.
Warrant Agent
WARRANT AGREEMENT
Dated as of __________, 2000
WARRANT AGREEMENT, dated as of __________, 2000, between
Rcontest.com, Inc., a Georgia corporation (hereinafter called the
"Company"), and Corporate Stock Transfer, Inc., as warrant agent
(hereinafter called the "Warrant Agent");
WHEREAS, the Company proposes to issue __________ Series A Redeemable
Common Stock Purchase Warrants (hereinafter called the "Warrants"),
entitling the holders thereof to purchase one share of Common Stock, no
par value (hereinafter called the "Common Stock") for each Warrant, in
connection with the proposed issuance by the Company of ______________
Units, each Unit consisting of one share of Common Stock and one Warrant;
and
WHEREAS, the Company desires the Warrant Agent to act on behalf of
the Company, and the Warrant Agent is willing so to act, in connection
with the registration, transfer, exchange and exercise of Warrants;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto agree as follows:
1. Appointment of Warrant Agent. The Company hereby appoints the Warrant
Agent to act as agent for the Company in accordance with the instructions
hereinafter in this Agreement set forth, and the Warrant Agent hereby
accepts such appointment.
2. Form of Warrant. The text of the Warrant and of the form of election
to purchase shares to be printed on the reverse thereof shall be
substantially as set forth in Exhibit A attached hereto. The Warrant
Price to purchase one share of Common Stock shall be as provided and
defined in Section 8. The Warrants shall be executed on behalf
of the Company by the manual or facsimile signature of the present or any
future Chairman of the Board or President or Vice President of the
Company, under its corporate seal, affixed or in facsimile, attested by
the manual or facsimile signature of the present or any future Secretary
or Assistant Secretary of the Company. Warrants shall be dated as of the
date of issuance thereof by the Warrant Agent either upon initial
issuance or upon transfer or exchange.
3. Countersignature and Registration. The Warrant Agent shall maintain
books for the transfer and registration of the Warrants. The Warrants
shall be countersigned by the Warrant Agent (or by any successor to the
Warrant Agent then acting as warrant agent under this Agreement) and
shall not be valid for any purpose unless so countersigned. Warrants may
be so countersigned, however, by the Warrant Agent (or by its successor
as warrant agent) and be delivered by the Warrant Agent, notwithstanding
that the persons whose manual or facsimile signatures appear thereon as
proper officers of the Company shall have ceased to be such officers at
the time of such countersignature or delivery.
4. Transfers and Exchanges. The Warrant Agent shall transfer, from time
to time after the sale of the Units, any outstanding Warrants upon the
books to be maintained by the Warrant Agent for that purpose, upon
surrender thereof for transfer properly endorsed or accompanied by
appropriate instructions for transfer. Upon any such transfer, a new
Warrant shall be issued to the transferee and the surrendered Warrant
shall be cancelled by the Warrant Agent. Warrants so cancelled shall be
delivered by the Warrant Agent to the Company from time to time. The
Warrants may be exchanged at the option of the holder thereof, when
surrendered at the office of the Warrant Agent, for another Warrant,
or other Warrants of different denominations, of like tenor and
representing in the aggregate the right to purchase a like number of
shares of Common Stock. The Warrant Agent is hereby irrevocably
authorized to countersign in accordance with Section 3 of
this Agreement the new Warrants required pursuant to the provisions of
this Section, and the Company, whenever required by the Warrant Agent,
will supply the Warrant Agent with Warrants duly executed on behalf of
the Company for such purpose.
5. Exercise of Warrants. Subject to the provisions of this Agreement,
each registered holder of Warrants shall have the right, which may be
exercised as in such Warrants expressed, to purchase from the Company
(and the Company shall issue and sell to such registered holder of
Warrants) the number of fully paid and nonassessable shares of Common
Stock specified in such Warrants, upon surrender of such Warrants to
the Company at the office of the Warrant Agent, with the form of election
to purchase on the reverse thereof duly filled in and signed, and upon
payment to the Warrant Agent for the account of the Company of the
Warrant Price for the number of shares of Common Stock in respect of
which such Warrants are then exercised. Payment of such Warrant
Price may be made in cash, or by certified or official bank check,
payable in United States dollars, to the order of the Warrant Agent. No
adjustment shall be made for any dividends on any shares of Common Stock
issuable upon exercise of a Warrant. Upon such surrender of Warrants, and
payment of the Warrant Price as aforesaid, the Company shall issue and
cause to be delivered with all reasonable dispatch to or upon the written
order of the registered holder of such Warrants and in such name or names
as such registered holder may designate, a certificate or certificates
for the number of full shares of Common Stock so purchased upon the
exercise of such Warrants. Such certificate or certificates shall be
deemed to have been issued and any person so designated to be
named therein shall be deemed to have become a holder of record of such
shares as of the date of the surrender of such Warrants and payment of
the Warrant Price as aforesaid; provided, however, that if, at the date
of surrender of such Warrants and payment of the Warrant Price, the
transfer books for the Common Stock or other class of stock
purchasable upon the exercise of such Warrants shall be closed, the
certificates for the shares in respect of which such Warrants are then
exercised shall be issuable as of the date on which such books shall next
be opened and until such date the Company shall be under no duty to
deliver any certificate for such shares; provided further, however, that
the transfer books aforesaid, unless otherwise required by law, shall not
be closed at any one time for a period longer than 20 days. The rights of
purchase represented by the Warrants shall be exercisable, at the
election of the registered holders thereof, either as an entirety or from
time to time for part only of the shares specified therein, and in the
event that any Warrant is exercised in respect of less than all of the
shares specified therein, a new Warrant or Warrants will be issued for
the remaining number of shares specified in the Warrant so surrendered,
and the Warrant Agent is hereby irrevocably authorized to countersign and
to deliver the required new Warrants pursuant to the provisions of this
Section and of Section 3 of this Agreement and the Company, whenever
required by the Warrant Agent, will supply the Warrant Agent with
Warrants duly executed on behalf of the Company for such purpose.
6. Mutilated or Missing Warrants. In case any of the Warrants shall be
mutilated, lost, stolen or destroyed, the Company will issue and the
Warrant Agent will countersign and deliver in exchange and substitution
for and upon cancellation of the mutilated Warrant, or in lieu of and
substitution for the Warrant lost, stolen or destroyed, a new
Warrant of like tenor and representing an equivalent right or interest;
but only upon receipt of evidence satisfactory to the Company and the
Warrant Agent of such loss, theft or destruction of such Warrant and
indemnity, if requested, also satisfactory to them. Applicants for such
substitute Warrants shall also comply with such other reasonable
regulations and pay such other reasonable charges as the Company or the
Warrant Agent may prescribe.
7. Reservation and Registration of Common Stock.
A. There have been reserved, and the Company shall at all times keep
reserved, out of the authorized and unissued shares of Common Stock, a
number of shares sufficient to provide for the exercise of the rights of
purchase represented by the Warrants, and the Transfer Agent for the
Common Stock and every subsequent Transfer Agent for any shares of the
Company's capital stock issuable upon the exercise of any of the rights
of purchase aforesaid are hereby irrevocably authorized and directed at
all times to reserve such number of authorized and unissued shares as
shall be requisite for such purpose. The Company will keep a copy of this
Agreement on file with the Transfer Agent for the Common Stock and with
every subsequent Transfer Agent for any shares of the Company's capital
stock issuable upon the exercise of the rights of purchase
represented by the Warrants. The Warrant Agent is hereby irrevocably
authorized to requisition from time to time such Transfer Agent for stock
certificates required to honor outstanding Warrants. The Company will
supply such Transfer Agents with duly executed stock certificates for
such purpose and will itself provide or otherwise make available any cash
which may be issuable as provided in Section 9 of this Agreement. All
Warrants surrendered in the exercise of the rights thereby evidenced
shall be cancelled by the Warrant Agent and shall thereafter be delivered
to the Company, and such cancelled Warrants shall constitute sufficient
evidence of the number of shares of stock which have been issued upon the
exercise of such Warrants.
B. The Company represents that it has registered under the Securities Act
of 1933 the shares of Common Stock issuable upon exercise of the Warrants
and will use its best efforts to maintain the effectiveness of such
registration by post-effective amendment during the entire period in
which the Warrants are exercisable, and that it will use its best
efforts to qualify such Common Stock for sale under the securities laws
of such states of the United States as may be necessary to permit the
exercise of the Warrants in the states in which the Units are initially
qualified and to maintain such qualifications during the entire period in
which the Warrants are exercisable.
8. Warrant Price; Adjustments.
A. The price at which Common Stock shall be purchasable upon exercise of
Warrants at any time after the Common Stock and Warrants become
separately tradable until December 31, 2003 (hereinafter called the
"Warrant Price") shall be $1.00 per share of Common Stock or, if adjusted
as provided in this Section, shall be such price as so adjusted.
B. The Warrant Price shall be subject to adjustment from time to time as
follows:
(a) In case the Company shall at any time subdivide its outstanding
shares of common Stock into a greater number of shares, the Warrant Price
in effect immediately prior to such subdivision shall be proportionately
reduced and, in case the outstanding shares of the Common Stock of the
Company shall be combined into a smaller number of shares, the Warrant
Price in effect immediately prior to such combination shall be
proportionately increased.
(b) If the Company at any time pays a dividend payable in, or make
any other distribution (except any distribution specifically provided for
in the foregoing subsections (i) of Common Stock, then the number of
shares of Common Stock issuable pursuant to the Warrant will be adjusted,
from and after the date of determination of stockholders entitled to
receive such dividend or distribution of stockholders to that number of
shares of Common Stock determined by multiplying the number of shares of
Common Stock issuable immediately prior to such date of determination by
a fraction (i) the numerator of which will be the total number of shares
of Common Stock outstanding immediately after such dividend or
distribution, calculated on a fully diluted basis, and (ii) the
denominator of which will be the total number of shares of Common Stock
outstanding immediately prior to such dividend or distribution,
calculated on a fully diluted basis.
(c) If any capital reorganization or reclassification of the capital
stock of the Company or consolidation or merger of the Company with
another corporation or the sale of all or substantially all of its assets
to another corporation shall be effected, then, as a condition of such
reorganization, reclassification, consolidation, merger or sale, lawful
and adequate provision shall be made whereby the holder of each Warrant
then outstanding shall thereafter have the right to purchase and receive
upon the basis and upon the terms and conditions specified herein and in
the Warrants and in lieu of the shares of the Common Stock of the Company
immediately theretofore purchasable and receivable upon the exercise of
the rights represented by each such Warrant, such shares of stock,
securities or assets as may be issued or payable with respect to or in
exchange for a number of outstanding shares of such Common Stock equal to
the number of shares of such Common stock immediately theretofore
purchasable and receivable upon the exercise of the rights represented by
each such Warrant had such reorganization, reclassification,
consolidation, merger or sale not taken place, and in any such case
appropriate provisions shall be made with respect to the rights and
interest of the holder of each Warrant then outstanding to the end that
the provisions thereof (including without limitation provisions for
adjustment of the Warrant Price and of the number of shares
purchasable upon the exercise of each Warrant then outstanding) shall
thereafter be applicable as nearly as may be in relation to any shares of
stock, securities or assets thereafter deliverable upon the exercise of
each Warrant.
(d) Irrespective of any adjustment or change in the Warrant Price or
the number of shares of Common Stock actually purchasable under the
several Warrants, the Warrants theretofore and thereafter issued may
continue to express the Warrant Price per share and the number of shares
purchasable thereunder as the Warrant Price per share and the number of
shares purchasable were expressed in the Warrants when initially issued.
(e) Whenever the Warrant Price is adjusted as herein provided, the
Company shall (a) forthwith file with the Warrant Agent a certificate
signed by the Chairman of the Board or the President or a Vice President
of the Company and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary of the Company, showing
in detail the facts requiring such adjustment and the Warrant Price and
the number of shares of Common Stock purchasable upon exercise of the
Warrants after such adjustment and (b) cause a notice stating that such
adjustment has been effected and stating the adjusted Warrant Price and
the number of shares of Common Stock purchasable upon exercise of the
Warrants to be sent by first class mail, postage prepaid, to each
registered holder of Warrants at his address appearing on the Warrant
register.
The Warrant Agent shall have no duty with respect to any such certificate
filed with it except to keep the same on file and available for
inspection by holders of Warrants during reasonable business hours. The
Warrant Agent shall not at any time be under any duty or responsibility
to any holder of a Warrant to determine whether any facts exist
which may require any adjustment of the Warrant Price, or with respect to
the nature or extent of any adjustment of the Warrant Price when made, or
with respect to the method employed in making such adjustment.
9. No Fractional Interests. The Company shall not be required to issue
fractions of shares of Common Stock on the exercise of Warrants. If any
fraction of a share of Common Stock would, except for the provisions of
this Section, be issuable on the exercise of any Warrant (or specified
portions thereof), the Company shall, at its option, round the number of
shares issuable up to the nearest whole share or purchase such
fraction for an amount in cash equal to the current value of such
fraction (a) computed, if the Common Stock shall be listed or admitted to
unlisted trading privileges on any national or regional securities
exchange, on the basis of the last reported sale price of the
Common Stock on such exchange on the last business day prior to the date
of exercise upon which such a sale shall have been effected (or, if the
Common Stock shall be listed or admitted to unlisted trading privileges
on more than one such exchange, on the basis of such price on the
exchange designated from time to time for such purpose by the Board
of Directors of the Company) or (b) computed, if the Common Stock shall
not be listed or admitted to unlisted trading privileges, on the basis of
the average of the high and low bid prices of the Common Stock on the
last business day prior to the date of exercise.
10. Notice to Warrantholders.
A. Nothing contained in this Agreement or in any of the Warrants shall be
construed as conferring upon the holders thereof the right to vote or to
consent or to receive notice as stockholders in respect of the meetings
of stockholders for the election of directors of the Company or any other
matters, or any rights whatsoever as stockholders of the Company;
provided, however, that in the event that a meeting of stockholders shall
be called to consider and take action on a proposal for the voluntary
dissolution of the Company, other than in connection with a
consolidation, merger or sale of all, or substantially all, of its
property, assets, business and goodwill as an entirety, then and in that
event the Company shall cause a notice thereof to be sent by first class
mail, postage prepaid, at least 20 days prior to said date fixed as a
record date or said date of closing the transfer books, to each
registered holder of Warrants at his address appearing on the Warrant
register; but failure to mail or receive such notice or any defect
therein or in the mailing thereof shall not affect the validity of any
action taken in connection with such voluntary dissolution. If such
notice shall have been so given and if such a voluntary dissolution shall
be authorized at such meeting or any adjournment thereof, then for and
after the date on which such voluntary dissolution shall have been
duly authorized by the stockholders, the purchase rights represented by
the Warrants and other rights with respect thereto shall cease and
terminate.
B. If the Company shall make any distribution on, or to holders of, its
Common Stock (or other property which may be purchasable in lieu thereof
upon the exercise of Warrants) of any property (other than a cash
dividend), the Company shall cause a notice of its intention to make such
distribution to be sent by first class mail, postage prepaid, at
least 20 days prior to said date fixed as a record date or said date of
closing the transfer books, to each registered holder of Warrants at his
address appearing on the Warrant register; but failure to mail or to
receive such notice or any defect therein or in the mailing thereof shall
not affect the validity of any action taken in connection with such
distribution.
11. Disposition of Proceeds on Exercise of Warrants.
A. The Warrant Agent shall account promptly to the Company with respect
to Warrants exercised and concurrently pay to the Company all monies
received by the Warrant Agent for the purchase of shares of the Company's
stock through the exercise of such Warrants.
B. The Warrant Agent shall keep copies of this Agreement available for
inspection by holders of Warrants during normal business hours at its
principal office.
12. Redemption of Warrants.
A. At any time on or after March 31, 2001, the Company may, at its
option, redeem some or all of the outstanding Warrants at $0.01 per
Warrant, upon thirty (30) days prior written notice, if the closing sale
price of the Common Stock, has equaled or exceeded $1.50 for ten (10)
consecutive trading days within the 10 day period immediately preceding
the date notice of redemption is given (the "Redemption Price").
In the event of an adjustment in the Warrant Price pursuant to Section 8,
the Redemption Price shall also be automatically adjusted.
B. The election of the Company to redeem some or all of the Warrants
shall be evidenced by a resolution of the Board of Directors of the
Company.
C. Warrants may be exercised at any time on or before the date fixed for
redemption (the "Redemption Date").
D. Notice of redemption shall be given by first class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the
Redemption Date, to each holder of Warrants, at his address appearing in
the Warrant register.
All notices of redemption shall state:
(1) The Redemption Date;
(2) That on the Redemption Date the Redemption Price will become due and
payable upon each Warrant;
(3) The place where such Warrants are to be surrendered for redemption
and payment of the Redemption Price; and
(4) The current Warrant Price of the Warrants, the place or places where
such Warrants may be surrendered for exercise, and the time at which the
right to exercise the Warrants will terminate in accordance with this
Agreement.
E. Notice of redemption of Warrants at the election of the Company shall
be given by the Company or, at the Company's request, by the Warrant
Agent in the name and at the expense of the Company.
F. Prior to any Redemption Date, the Company shall deposit with the
Warrant Agent an amount of money sufficient to pay the Redemption Price
of all the Warrants that are to be redeemed on that date. If any Warrant
is exercised pursuant to Section 5, any money so deposited with the
Warrant Agent for the redemption of such Warrant shall be paid to the
Company.
G. Notice of redemption having been given as aforesaid, the Warrants so
to be redeemed shall, on the Redemption Date, become redeemable at the
Redemption Price therein specified and on such date (unless the Company
shall default in the payment of the Redemption Price), such Warrants
shall cease to be exercisable and thereafter represent only the right to
receive the Redemption Price. Upon surrender of such Warrants for
redemption in accordance with said notice, such Warrants shall be
redeemed by the Company for the Redemption Price.
13. Merger or Consolidation or Change of Name of Warrant Agent. Any
corporation into which the Warrant Agent may be merged or with which it
may be consolidated, or any corporation resulting from any merger 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 on the part of any of
the parties hereto, provided that such corporation would be eligible for
appointment as a successor warrant agent under the provisions of
Section15 of this Agreement. In case at the time such successor to the
Warrant Agent shall succeed to the agency created by this Agreement and
at such time any of the Warrants shall have been countersigned but not
delivered, any such successor to the Warrant Agent may adopt the
countersignature of the Warrant Agent and deliver such Warrants so
countersigned; and in case at the time any of the Warrants shall not have
been countersigned, any successor to the Warrant Agent may countersign
such Warrants either in the name of the predecessor Warrant Agent or in
the name of the successor warrant agent; and in all such cases such
Warrants shall have the full force provided in the Warrant and in this
Agreement. In case at any time the name of the Warrant Agent shall be
changed and at such time any of the Warrants shall have been
countersigned but not delivered, the Warrant Agent may adopt the
countersignature under its prior name and deliver Warrants so
countersigned; and in case at that time any of the Warrants shall not
have been countersigned, the Warrant Agent may countersign such Warrants
whether in its prior name or in its changed name; and in all such cases
such Warrants shall have the full force provided in the Warrants and in
this Agreement.
14. Duties of Warrant Agent. The Warrant Agent undertakes the duties and
obligations imposed by this Agreement upon the following terms and
conditions, by all of which the Company and the holders of Warrants, by
their acceptance thereof, shall be bound:
A. The statements contained herein and in the Warrants shall be taken
as statements of the Company, and the Warrant Agent assumes no
responsibility for the correctness of any of the same except such as
describe the Warrant Agent or action taken
or to be taken by it. The Warrant Agent assumes no responsibility with
respect to the distribution of the Warrants except as herein otherwise
provided.
B. The Warrant Agent shall not be responsible for any failure of the
Company to comply with any of the covenants contained in this Agreement
or in the Warrants to be complied with by the Company.
C. The Warrant Agent may execute and exercise any of the rights or
powers hereby vested in it to perform any duty hereunder either itself or
by or through its attorneys, agents or employees.
D. 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 holder of
any Warrant 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.
E. The Warrant Agent shall incur no liability or responsibility to the
Company or to any holder of any Warrant for any action taken in reliance
on 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.
F. 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 other charges of any kind
and 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 reasonable
counsel fees, for anything done or omitted by the Warrant Agent in the
execution of this Agreement except as a result of the Warrant Agent's
negligence or bad faith.
G. 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 registered holders of
Warrants shall furnish the Warrant Agent with reasonable security and
indemnity for any cost and expense which may be incurred, 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 Warrants 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 registered holders of the Warrants, as
their respective rights or interests may appear.
H. The Warrant Agent and any stockholder, 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 peculiarly
interested in any transaction in which the Company may be interested, or
contract with or lend money to or otherwise act as fully and freely as
though it were not Warrant Agent under this Agreement. Nothing herein
shall preclude the Warrant Agent from acting in any other capacity for
the Company or for any other legal entity.
I. The Warrant Agent shall act hereunder solely as agent and not in a
ministerial capacity, and its duties shall be determined solely by the
provisions hereof. The Warrant Agent shall not be liable for anything
which it may do or refrain from doing in connection with this Agreement
except for its own negligence or bad faith.
15. Change of Warrant Agent. The Warrant Agent may resign and be
discharged from its duties under this Agreement by giving to the Company
notice in writing, and to the holders of the Warrants notice by
publication, of such resignation, specifying a date when such resignation
shall take effect, which notice shall be published at least once a
week for two consecutive weeks in a newspaper of general circulation in
Denver, Colorado and New York, New York, prior to the date so specified.
The Warrant Agent may be removed by like notice to the Warrant Agent from
the Company and by like publication. If the Warrant Agent shall resign or
be removed 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 30 days after such removal or
after it has been notified in writing of such resignation or incapacity
by the resigning or incapacitated Warrant Agent or by the registered
holder of a Warrant (who shall, with such notice, submit his Warrant for
inspection by the Company), then the registered holder of a Warrant may
apply to any court of competent jurisdiction for the appointment of a
successor to the Warrant Agent. Any successor warrant agent, whether
appointed by the Company or by such a court, shall be a bank or trust
company having its principal office, and having capital and surplus as
shown by its last published report to its stockholders, of at least
$1,000,000. 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; but the former Warrant Agent shall deliver and transfer to the
successor warrant agent any property at the time held by it hereunder,
and execute and deliver any further assurance, conveyance, act or
deed necessary for the purpose. Failure to file or publish 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.
16. Identify of Transfer Agent. Forthwith upon the appointment of any
Transfer Agent for the Common Stock or of any subsequent Transfer Agent
for shares of the Common Stock or other shares of the Company's capital
stock issuable upon the exercise of the rights of purchase represented by
the Warrants, the Company will file with the Warrant Agent a statement
setting forth the name and address of such Transfer Agent.
17. Notices. Any notice pursuant to this Agreement to be given or made by
the Warrant Agent or the registered holder of any Warrant to or on the
Company shall be sufficiently given or made if sent by first-class mail,
postage prepaid, addressed (until another address is filed in writing by
the Company with the Warrant Agent) as follows:
Rcontest.com, Inc.
3190 Northeast Expressway
Suite 230
Atlanta, Georgia 30341
Any notice pursuant to this Agreement to be given or made by the Company
or the registered holder of any Warrant to or on the Warrant Agent shall
be sufficiently given or made if sent by first-class mail, postage
prepaid, addressed (until another address is filed in writing by the
Warrant Agent with the Company) as follows:
Corporate Stock Transfer, Inc.
3200 Cherry Creek Drive South
Suite 430
Denver, Colorado 80209
18. Supplements and Amendments. The Company and the Warrant Agent may
from time to supplement or amend this Agreement without the approval of
any holders of Warrants in order to cure any ambiguity or to correct or
supplement any provision contained herein which may be defective or
inconsistent with any other provision 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 and
which shall not be inconsistent with the provisions of the Warrants and
which shall not adversely affect the interests of the holders of
Warrants.
19. 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.
20. Merger or Consolidation of the Company. The Company shall not effect
any consolidation or merger with, or sale of substantially all its
property to, any other corporation unless the corporation resulting from
such merger (if not the Company) or consolidation or the corporation
purchasing such property shall expressly assume, by supplemental
agreement satisfactory in form to the Warrant Agent and executed and
delivered to the Warrant Agent, the due and punctual performance and
observance of each and every covenant and condition of this Agreement to
be performed and observed by the Company.
21. Governing Law. This Agreement and each Warrant 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.
22. Benefits of This Agreement. Nothing in this Agreement shall be
construed to give to any person or corporation other than the Company,
the Warrant Agent and the registered holders of the Warrants 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 registered holders of the Warrants.
23. Counterparts. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes by
deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, all as of the day and year first above written.
RCONTEST.COM, INC.
By:____________________
______________, President
CORPORATE STOCK TRANSFER, INC.
By:__________________________________
EXHIBIT A
[FORM OF WARRANT]
No. _____
For the Purchase of ___ Shares of Common Stock
__________, 2000
RCONTEST.COM, INC.
REDEEMABLE COMMON STOCK PURCHASE WARRANT
EXERCISABLE ON OR BEFORE 5:00 P. M., New York City Time 2002
This Warrant Certifies that ________________________________, or
registered assigns, is the holder of __________________Warrants expiring
December 31, 2003, to purchase Common Stock, no par value per share (the
"Common Stock"), of Rcontest.com, Inc., a Georgia corporation (the
"Company"). Each Warrant entitles the holder to purchase from the Company
on or before 5:00 P. M. New York City time, on December 31, 2003,
(subject to extensions in the sole discretion of the Company, the
"Expiration Date") on fully-paid and non-assessable share of Common Stock
of the Company at the exercise price (the "Exercise Price") of $1.00 per
share upon surrender of this Warrant Certificate and payment of the
Exercise Price at the office or agency of the Warrant Agent in Denver,
Colorado, but only subject to the conditions set forth herein and in the
Warrant Agreement. Payment of the Exercise Price may be made in cash or
by certified check payable to the order of the Company. As used herein
"shares" refers to the Common Stock of the Company and, where
appropriate, to the other securities or property issuable upon exercise
of a Warrant as provided for in the Warrant Agreement upon the happening
of certain events set forth in the Warrant Agreement. No Warrant may be
exercised after 5:00 P. M., New York City time, on the Expiration Date.
To the extent not exercised by such time, the Warrants shall be
cancelled and retired notwithstanding delivery of the related Warrant
Certificate. All Warrants evidenced hereby shall thereafter be void.
Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse in hereof and such further
provisions shall for all purposes have the same effect as though fully
set forth at this place.
This Warrant Certificate shall not be valid unless countersigned by the
Warrant Agent
Dated: _________________
RCONTEST.COM, INC.
By: President
By: Warrant Agent
By: Authorized Officer
[FORM OF]
ELECTION TO PURCHASE
CONTEST.COM, INC.
c/o _______________________
The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant for, and to purchase
thereunder, shares of the stock provided for therein, and requests that
certificates for such shares shall be issued in the name of
______________________________________________ ( Please Print )
and be delivered to ________________________________________
at ______________________________________________________
and, if said number of shares shall not be all of the shares purchasable
thereunder, that a new Warrant for the balance remaining of the shares
purchasable under the within Warrant be registered in the name of, and
delivered to, the undersigned at the address stated below.
Dated: ____________, ______
Name of Warrantholder: _____________________ ( Please Print )
Address: __________________________________
Signature: _________________________________
Note: The above signature must correspond with the name as written upon
the face of this Warrant in every particular, without alteration or
enlargement or any change whatsoever.
[FORM OF]
ASSIGNMENT
For value received
_______________________________________________________
does hereby sell, assign and transfer unto the within Warrant, together
with all right, title and interest therein, and does hereby irrevocably
constitute and appoint attorney, to transfer said Warrant on the books of
the within-named Corporation, with full power of substitution in the
premises.
Date: __________, _____
Signature: ________________
Note: The above signature must correspond with the name as written upon
the face of this Warrant in every particular, without alteration or
enlargement or any change whatsoever.
