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EXHIBIT 6(e)
THIS WARRANT EXPIRES IF NOT EXERCISED ON OR BEFORE
5:00 P.M., NEW YORK TIME, NOVEMBER 30, 2005
WARRANT
TO PURCHASE COMMON STOCK OF
UNITED NETWORK MARKETING SERVICES, INC.
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1993, AS AMENDED, NOR UNDER
ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR
AN OPINION SATISFACTORY TO UNITED NETWORK MARKETING SERVICES, INC. THAT SUCH
REGISTRATION IS NOT REQUIRED.
THIS IS TO CERTIFY that _____________________________ (the "Holder"),
having an address at ________________________________ is entitled upon the due
exercise hereof on the terms set forth herein, until 5:00 p.m., New York time,
on November 30, 2005 (the "Termination Date"), to purchase from United Network
Marketing Services, Inc., a Delaware corporation ("UNMS"), up to
____________________ (_____) duly authorized, validly issued, fully paid and
non-assessable shares (the "Warrant Shares") of Common Stock, par value $.01 per
share of UNMS ("Common Stock") at a price (the "Exercise Price") of $.10
(subject to adjustment as provided herein) for each share of such Common Stock
so purchased and to exercise the other rights, powers and privileges hereinafter
provided, all on the terms and conditions and pursuant to the provisions
hereinafter set forth. This Warrant is issued in connection with a private
placement of Units of UNMS, each Unit comprised of a $25,000 principal amount
11% Convertible Promissory Note and a Warrant to purchase 250,000 shares of
Common Stock. This Warrant shall be exercisable in whole or in part at any time
or from time to time after the date hereof through the Termination Date.
1. METHOD OF EXERCISING THIS WARRANT.
(a) Subject to the terms and conditions of this Warrant, this
Warrant may be exercised by written notice to UNMS.
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Such notice shall state the Holder's election to exercise the Warrant, the
number of Warrant Shares such election covers, which shall not be less than
10,000 shares per exercise (or the balance of shares underlying the Warrant),
and shall be signed by Holder ("Exercise Notice"). Such notice shall be
accompanied by the payment of the full Exercise Price by certified check or
cashier's check drawn on a bank and payable to the order of UNMS. In lieu of
such payment, the Holder may elect to receive, without the payment by the Holder
of any additional consideration, shares equal to the value of this Warrant or
any portion hereof by the surrender of this Warrant or such portion to UNMS,
with the net issue election notice annexed hereto duly executed, at the office
of UNMS. Thereupon, UNMS shall issue to the Holder such number of fully paid and
non-assessable shares of Common Stock as is computed using the following
formula:
X = Y (A-B)
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A
where X = the number of shares to be issued to the Holder pursuant
to this Section 1.
Y = the number of shares covered by this Warrant in respect of
which the net issue election is made pursuant to this
Section 1.
A = the fair market value of one share of Common Stock on the
last trading day prior to which the Exercise Notice is
given, as determined pursuant to Section 1(c) below ("Fair
Market Value").
B = the Exercise Price in effect under this Warrant at the
time the net issue election is made pursuant to this Section
1.
The result shall be rounded up or down to the nearest whole number of shares of
Common Stock.
The certificate or certificates for the Warrant Shares shall be
registered in the name of the Holder or his designee(s) appointed in the
Exercise Notice. In case of the purchase of less than all of the Warrant Shares,
UNMS shall cancel this Warrant upon the surrender hereof and shall execute and
deliver a new Warrant of like tenor for the balance of the shares of Common
Stock purchasable hereunder.
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(b) UNMS shall not be required to issue fractional Common
Shares upon any exercise of this Warrant. As to any final fraction of a share
which the Holder would otherwise be entitled to purchase upon such exercise,
UNMS shall pay a cash adjustment in respect of such final fraction in an amount
equal to the same fraction of the "Fair Market Value" (as defined below) of a
share of such stock on the Determination Date. The Holder of this Warrant, by
his acceptance hereof, expressly waives any right to receive any fractional
shares of stock upon exercise of this Warrant.
(c) As used herein, the fair market value for one share of
Common Stock ("Fair Market Value") shall be equal to the price of UNMS's Common
Stock as at the Determination Date and shall be: (A) if the principal trading
market for such securities is an exchange, NASDAQ or the over-the-counter
bulletin board (OTCBB), the "closing price" on such exchange, NASDAQ or OTCBB on
the Determination Date (provided if trading of such Common Shares is listed on
any consolidated tape, the price shall be the closing price set forth on such
consolidated tape; or if there is no reported closing price, the price shall be
the high bid price on the Determination Date) or (B) if the principal market for
such securities is not an exchange, NASDAQ or the OTCBB (e.g., the "pink
sheets"), the high bid price on the Determination Date as set forth in the
NATIONAL QUOTATION BUREAU sheet listing such securities for such day.
Notwithstanding the foregoing, if there is no reported closing price or high bid
price, as the case may be, on the Determination Date, then the current market
price shall be determined as of the latest date prior to such day for which such
closing price or high bid price is available; provided, however, that if there
is no public market for UNMS's Common Stock, the Fair Market Value shall be
determined by the directors of UNMS acting in good faith.
2. NON-TRANSFERABILITY. This Warrant may be exercised only by the
Holder and may not be disposed of, assigned, transferred, pledged or
hypothecated in any way, shall not be assignable by operation of law and shall
not be subject to execution, attachment or similar process. Any attempted
assignment, transfer, pledge, hypothecation or other disposition of the Warrant
and the levy or attempted levy of any execution, attachment or similar process
upon this Warrant shall be void and of no effect.
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Notwithstanding the foregoing, this Warrant may be transferred by the
Holder to any affiliate of Holder.
3. NO REDEMPTION. This Warrant is not redeemable by UNMS.
4. DIVIDENDS. If after the date hereof, UNMS shall subdivide the
Common Stock, by split-up or otherwise, or combine the Common Stock, or issue
additional shares of Common Stock in payment of a stock dividend on the Common
Stock, the number of shares issuable on the exercise of this Warrant shall
forthwith be proportionately increased in the case of a subdivision or stock
dividend, or proportionately decreased in the case of a combination, and the
Exercise Price shall be proportionately decreased in the case of a subdivision
or stock dividend, or proportionately increased in the case of a combination.
5. MERGERS AND RECLASSIFICATIONS. If after the date this Warrant is
issued there shall be any reclassification, capital reorganization or change of
the Common Stock (other than as a result of a subdivision, combination of stock
dividend provided for in Section 4 hereof), or any consolidation of UNMS with,
or merger of UNMS into, another corporation or other business organization
(other than a consolidation or merger in which UNMS is the continuing
corporation and which does not result in any reclassification or change of the
outstanding Common Stock), or any sale or conveyance to another corporation or
other business organization of all or substantially all of the assets of UNMS,
then, as a condition of such reclassification, reorganization, change,
consolidation, merger, sale or conveyance, lawful provisions shall be made, and
duly executed documents evidencing the same from UNMS or its successor shall be
delivered to the Holder, so that the Holder shall thereafter have the right to
purchase, at a total price not to exceed that payable upon the exercise of this
Warrant in full, the kind and amount of shares of stock and other securities and
property receivable upon such reclassification, reorganization, change,
consolidation, merger, sale or conveyance by a holder of the number of shares of
Common Stock which might have been purchased by the Holder immediately prior to
such reclassification, reorganization, change, consolidation, merger, sale or
conveyance, and in any such case appropriate provisions shall be made with
respect to the rights and interest of the Holder to the end that the provisions
hereof (including without limitation, provisions for the adjustment of the
Exercise Price and the number of shares issuable hereunder) shall thereafter be
applicable in relation to any shares of stock
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or other securities and property thereafter deliverable upon exercise hereof.
6. NOTICES OF RECORD DATE, ETC. In the event of:
(a) any taking by UNMS of a record of the holders of any class
of securities for the purpose of determining the holders thereof who are
entitled to receive any dividend or other distribution, or any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right,
(b) any reclassification of the capital stock of UNMS, capital
reorganization of UNMS, consolidation or merger involving UNMS, or sale or
conveyance of all or substantially all of its assets, or
(c) any voluntary or involuntary dissolution, liquidation or
winding-up of UNMS,
then and in each such event UNMS will mail or cause to be mailed to the Holder a
notice specifying (i) the date on which any such 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 date on which any
such reclassification, reorganization, consolidation, merger, sale or
conveyance, 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 in respect of
such event are to be determined. Such notice shall be mailed contemporaneously
with any notice required by applicable law to be provided by UNMS to its
shareholders with respect to such transaction.
7. AMENDMENT. The terms of this Warrant may be amended, modified or
waived only with the written consent of UNMS and the Holder.
8. NO IMPAIRMENT. UNMS will not, by amendment of its Articles of
Incorporation or through any reclassification, capital reorganization,
consolidation, merger, sale or conveyance of assets, dissolution, liquidation,
issue or sale of securities 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
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necessary or appropriate in order to protect the rights of the Holder.
9. SUCCESSORS AND ASSIGNS. This Warrant shall be binding upon UNMS's
successors and assigns and shall inure to the benefit of the Holder's
successors, legal representatives and permitted assigns.
10. INVESTMENT UNDERTAKING. The Holder hereby represents and warrants
to UNMS that the Holder (i) is an "accredited investor" as that term is defined
in Rule 501 of Regulation D promulgated under the Securities Act of 1933 (the
"Act") and (ii) is acquiring the Warrant Shares for investment and not with a
view to the distribution thereof. The Holder acknowledges that the Warrant
Shares have not been registered under the Act, and the Holder represents,
warrants and agrees to and with UNMS that the Holder will not sell, transfer,
pledge, hypothecate or otherwise dispose of the Warrant Shares in the absence of
an effective registration statement ("Registration Statement") under the Act,
covering such sale, transfer, pledge, hypothecation or disposal, or an opinion
of counsel to UNMS that registration is not required under the Act, which
opinion may be based upon an opinion to the same effect of counsel to the Holder
reasonably acceptable to UNMS. The Holder consents that a legend evidencing the
foregoing restriction may be imprinted upon the certificates representing the
Warrant Shares.
11. NO RIGHTS AS A SHAREHOLDER. Prior to the exercise of this Warrant,
the Holder shall not be entitled to any rights as a stockholder of UNMS,
including without limitation, the right to vote, to receive dividends or other
distributions, or to exercise any preemptive rights and shall not be entitled to
receive any notice of any proceedings of UNMS. Except as otherwise permitted
hereunder UNMS may treat the Holder as the absolute owner of this Warrant for
all purposes and shall not be affected by any notice to the contrary.
12. AVAILABLE COMMON STOCK. At all times prior to the expiration of
this Warrant, UNMS will reserve and keep available a sufficient number of shares
of Common Stock to satisfy the requirements of this Warrant. UNMS will take all
necessary action to assure that all shares of its Common Stock issued upon
exercise of this Warrant will be duly and validly authorized and issued, fully
paid and non-assessable. UNMS shall not be obligated to sell any shares of
Common Stock or other securities
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upon the exercise of this Warrant if at the time of such exercise of such sale
would violate any applicable laws or governmental rules or regulations regarding
sales of securities. UNMS will use its best efforts to comply with any such
applicable laws or governmental rules or regulations regarding sales of
securities.
IN WITNESS WHEREOF, this Warrant has been duly executed and delivered
as of November __, 2000.
UNITED NETWORK MARKETING
SERVICES, INC.
By: ___________________
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SUBSCRIPTION
To: _________________________ Date: _________________________
The undersigned hereby subscribes for ___________ shares of Common
Stock covered by this Warrant. The certificate(s) for such shares shall be
issued in the name of the undersigned or as otherwise indicated below:
_________________________
Signature
_________________________
Name for Registration
_________________________
Mailing Address
NET ISSUE ELECTION NOTICE
To: _________________________ Date: _________________________
The undersigned hereby elects under Section 1 to surrender the right
to purchase _______________ shares of Common Stock pursuant to this Warrant.
The certificate(s) for the shares issuable upon such net issue election shall be
issued in the name of the undersigned or as otherwise indicated below:
_________________________
Signature
_________________________
Name for Registration
_________________________
Mailing Address
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ASSIGNMENT
For value received _________________________ hereby sells, assigns
and transfers unto ____________________________________________________________
_______________________________________________________________________________
Please print or typewrite name and address of Assignee
the within Warrant, and does hereby irrevocably constitute and
appoint ___________________________ its attorney to transfer the within
Warrant on the books of the within named Company with full power of
substitution on the premises.
Dated: _________________________________
_________________________________
In the Presence of:
_________________________________
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