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EXHIBIT 2.9
Schedule "A"
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TERMS AND CONDITIONS dated March 9, 2000 attached to the non-transferable
Warrants issued by LML Payment Systems Inc.
ARTICLE 1 - INTERPRETATION
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Section 1.1 - Definitions
In these Terms and Conditions, unless there is something in the subject matter
or context inconsistent therewith:
(a) "Company" means LML Payment Systems Inc. until a successor corporation
will have become such as a result of consolidation, amalgamation or
merger with or into any other corporation or corporations and
thereafter "Company" will mean such successor corporation;
(b) "Company's Auditors" means an independent firm of accountants duly
appointed as auditors of the Company;
(c) "Director" means a director of the Company, and reference, without
more, to action by the directors means action by the directors of the
Company as a Board, or whenever duly empowered, action by an executive
committee of the Board;
(d) "herein", "hereby" and similar expressions refer to these Terms and
Conditions as the same may be amended or modified from time to time;
and the expression "Article" and "Section," followed by a number refer
to the specified Article or Section of these Terms and Conditions;
(e) "person" means an individual, corporation, partnership, trustee or any
unincorporated organization and words importing persons have a similar
meaning;
(f) "Shares" means the Shares in the capital of the Company as constituted
at the date hereof and any Shares resulting from any subdivision or
consolidation of the Shares;
(g) "Transfer Agent" means Montreal Trust Company of Canada, at its office
in Calgary, Alberta or its successors;
(h) "Warrant Holders" or "Holders" means the holders of the Warrants; and
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(i) "Warrants" means the warrants of the Company issued herewith.
Section 1.2 - Gender
Words importing the singular number include the plural and vice versa and words
importing the masculine gender include the feminine and neuter genders.
Section 1.3 - Interpretation not affected by Headings
The division of these Terms and Conditions into Articles and Sections, and the
insertion of headings are for convenience of reference only and will not affect
the construction or interpretation thereof.
Section 1.4 - Applicable Law
The Warrants will be construed in accordance with the laws of the Province of
British Columbia and the laws of Canada applicable thereto and will be treated
in all respects as British Columbia contracts.
ARTICLE 2 - ISSUE OF WARRANTS
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Section 2.1 - Additional Warrants
The Company may at any time and from time to time issue additional warrants or
grant options or similar rights to purchase Shares of its capital stock.
Section 2.2 - Warrant to Rank Pari-Passu
All Warrants will rank pari-passu whatever may be the actual dates of issue or
grant thereof, or of the dates of the certificates by which they are evidenced.
Section 2.3 - Issue in substitution for Lost Warrants
(1) In case a Warrant becomes mutilated, lost, destroyed or stolen, the
Company, in its sole discretion, may issue and deliver a new Warrant
of like date and tenor as the one mutilated, lost, destroyed or
stolen, in exchange for and in place of and upon cancellation of such
mutilated Warrant, or in lieu of, and in substitution for such lost,
destroyed or stolen Warrant and the substituted Warrant will be
entitled to the benefit hereof and rank equally in accordance with its
terms with all other Warrants issued or to be issued by the Company.
(2) The applicant for the issue of a new Warrant pursuant hereto will bear
the cost of the issue thereof and in case of loss, destruction or
theft furnish to the Company such evidence of ownership and of loss,
destruction, or theft
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of the Warrant so lost, destroyed or stolen as will be satisfactory to
the Company in its sole discretion and such applicant may also be
required to furnish indemnity in amount and form satisfactory to the
Company in its sole discretion, and will pay the reasonable charges of
the Company in connection therewith.
Section 2.4 - Warrant Holder Not a Shareholder
The holding of a Warrant will not constitute the holder thereof a shareholder of
the Company, nor entitle him to any right or interest in respect thereof except
as in the Warrant expressly provided.
ARTICLE 3 - NOTICE
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Section 3.1 - Notice to Warrant Holders
Any notice to be given to the Holders shall be given in writing and will be
given by personal delivery, telecopied or sent by prepaid registered post
addressed to the Holder at the address of the Holder appearing on the Holder's
Warrant or to such other address as the Holder may advise the Company by notice
in writing, or by electronic means of communication.
The date of receipt of such notice shall be the date of delivery thereof if
delivered or telecopied, or, if given by registered mail, shall be deemed to be
the fourth business day after the same shall have been so mailed except in the
case of interruption of postal services for any reason whatever, in which case
the date of receipt shall be the date on which the notice, demand or other
communication is actually received by the addressee.
Section 3.2 - Notice to the Company
Any notice to be given to the Company shall be given in writing and will be
given by personal delivery, telecopied or sent by prepaid registered post
addressed to the Company at its business office, or delivered to the Company at
its business office or to such other address as the Company may advise the
Holder by notice in writing, or by electronic means of communication.
The date of receipt of such notice shall be the date of delivery thereof if
delivered or telecopied, or, if given by registered mail, shall be deemed to be
the fourth business day after the same shall have been so mailed except in the
case of interruption of postal services for any reason whatever, in which case
the date of receipt shall be the date on which the notice, demand or other
communication is actually received by the addressee.
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ARTICLE 4 - EXERCISE OF WARRANTS
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Section 4.1 - Method of Exercise of Warrants
The right to purchase Shares conferred by the Warrants may be exercised by the
Holder of such Warrant surrendering it, with a duly completed and executed
subscription in the form attached to the Warrant certificate, any additional
documents required by the Company to comply with applicable securities laws and
a bank draft or certified cheque payable to or to the order of the Company, at
its business office for the purchase price applicable at the time of surrender
in respect of the Shares subscribed for in lawful money of the United States.
Section 4.2 - Effect of Exercise of Warrants
Within three business days after surrender and payment as aforesaid, the Company
will forthwith cause to be delivered to the person or persons in whose name or
names the Shares so subscribed for are to be issued as specified in such
subscription or mailed to him or them at his or their respective addresses
specified in such subscription, a certificate or certificates for the
appropriate number of Shares not exceeding those which the Warrant Holder is
entitled to purchase pursuant to the Warrant surrendered.
Section 4.3 - Subscription for Less Than Entitlement
The holder of any Warrant may subscribe for and purchase a number of Shares less
than the number which he is entitled to purchase pursuant to the surrendered
Warrant. In the event of any purchase of a number of Shares less than the number
which can be purchased pursuant to a Warrant, the holder thereof upon exercise
thereof will in addition be entitled to receive a new Warrant in respect of the
balance of the Shares which he was entitled to purchase pursuant to the
surrendered Warrant and which were not then purchased.
Section 4.4 - Warrants for Fractions of Shares
To the extent that the holder of any Warrant is entitled to receive on the
exercise or partial exercise thereof a fraction of a Shares, such right may be
exercised in respect of such fraction only in combination with another Warrant
or other Warrants which in the aggregate entitle the holder to receive a whole
number of such Shares.
Section 4.5 - Expiration of Warrants
After the expiration of the period within which a Warrant is exercisable, all
rights thereunder will wholly cease and terminate and such Warrant will be void
and of no effect.
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Section 4.6 - Subscription Price
One Warrant and U.S.$16.00 during the term of the Warrants are required to
subscribe for each share.
Section 4.7 - Adjustment of Exercise Price
The exercise price and the number of Shares deliverable upon the exercise of the
Warrants will be subject to adjustment in the event and in the manner following:
(1) If and whenever the Shares at any time outstanding are subdivided into
a greater or consolidated into a lesser number of Shares the exercise
price will be decreased or increased proportionately as the case may
be; upon any such subdivision or consolidation the number of Shares
deliverable upon the exercise of the Warrants will be increased or
decreased proportionately as the case may be.
(2) (a) In case of any capital reorganization or of any reclassification of
the capital of the Company or in the case of the consolidation, merger
or amalgamation of the Company with or into any other Company
(hereinafter collectively referred to as a "Reorganization"), each
Warrant will after such Reorganization confer the right to purchase
the number of Shares or other securities of the Company (or of the
Company's successor resulting from such Reorganization) which the
Warrant Holder would have been entitled to upon Reorganization if the
Warrant Holder had been a shareholder at the time of such
Reorganization.
(b) In any such case, if necessary, appropriate adjustments will be made
in the application of the provisions of this Article Four relating to
the rights and interest thereafter of the holders of the Warrants so
that the provisions of this Article Four will be made applicable as
nearly as reasonably possible to any Shares or other securities
deliverable after the Reorganization on the exercise of the Warrants.
(c) The subdivision or consolidation of Shares at any time outstanding
into a greater or lesser number of Shares (whether with or without par
value) will not be deemed to be a Reorganization for the purposes of
this paragraph (2).
(3) The adjustments provided for in this Section are cumulative and will
become effective immediately after the record date or, if no record
date is fixed, the effective date of the event which results in such
adjustments.
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Section 4.8 - Determination of Adjustments
If any questions will at any time arise with respect to the exercise price or
any adjustment provided for in Section 4.7, such questions will be conclusively
determined by the Company's Auditors, or, if they decline to so act any other
firm of chartered accountants, in Vancouver, British Columbia that the Company
may designate and who will have access to all appropriate records and such
determination will be binding upon the Company and the holders of the Warrants.
ARTICLE 5 - COVENANTS BY THE COMPANY
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Section 5.1 - Reservation of Shares
The Company will reserve and there will remain unissued out of its authorized
capital a sufficient number of Shares to satisfy the rights of purchase provided
for herein and in the Warrants should the holders of all the Warrants from time
to time outstanding determine to exercise such rights in respect of all Shares
which they are or may be entitled to purchase pursuant thereto and hereto.
Section 5.2 - Company May Purchase
The Company may from time to time offer to purchase and purchase, for
cancellation only, any Warrants in such manner, from such persons and on such
terms and conditions as it determines.
ARTICLE 6 - MODIFICATION OF TERMS, MERGER, SUCCESSORS
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Section 6.1 - Modification of Terms and Conditions for Certain Purposes
From time to time the Company may, subject to the provisions of these presents,
modify the Terms and Conditions hereof, for the purpose of correction or
rectification of any ambiguities, defective provisions, errors or omissions
herein.
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Section 6.2 - Transferability
The Warrant and all rights attached to it are not transferable or assignable.
DATED this ______ day of _______________, 2000.
LML PAYMENT SYSTEMS INC.
By: _____________________
Director
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FORM OF SUBSCRIPTION
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TO: LML Payment Systems Inc.
Suite 1680 Suite 1680
1140 West Pender Street
Vancouver, B.C.
V6E 4G1
The undersigned Holder of the within Warrants hereby subscribes for _________
Shares (the "Shares") of LML Payment Systems Inc. (the "Company) pursuant to the
within Warrants at U.S.$16.00 per Share on the terms specified in the said
Warrants. This subscription is accompanied by a certified cheque or bank draft
payable to or to the order of the Company for the whole amount of the purchase
price of the Shares.
The undersigned hereby certifies either (I) that it is not a U.S. Person and the
Warrant is not being exercised on behalf of a U.S. Person (as that term is
defined in Regulation S of the Securities Act of 1933, as amended (the "1933
Act") or (ii) that it has delivered a written opinion of counsel, in form and
substance satisfactory to the Company, that the Warrant and the securities
delivered upon exercise thereof have been registered under the 1933 Act, and
applicable state securities laws or are exempt from the registration
requirements thereof. In addition, the undersigned further certifies that it is
not exercising the Warrant within the United States and acknowledges that the
securities issuable upon exercise of the Warrant may not be delivered within the
United States.
In the presence of:
_______________________________________ ____________________________________
Signature of Witness Signature of Warrant Holder
Please print below your name and address in full.
Name ____________________________________________________________
Address Address Address Address Address
____________________________________________________________
INSTRUCTIONS FOR SUBSCRIPTION
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If there is more than one subscriber, all must sign.
ln the case of persons signing by agent or attorney or by personal
representative(s), the authority of such agent, attorney or representative(s) to
sign must be proven to the satisfaction of the Company.
If the Warrant certificate and the form of subscription are being forwarded by
mail, registered mail must be employed.
