Exhibit 10.1
REVOLVING LOAN AND SECURITY AGREEMENT
This Revolving Loan and Security Agreement ("Agreement") is entered into
this date by and between One World Online.com, Inc., a Nevada corporation
("Borrower") and Tradeco Corp., a Utah corporation ("Lender").
WHEREAS, the Lender is a stockholder and affiliate of the Borrower and both
the Lender and the Borrower believe that it is in their mutual interest to enter
into this Agreement.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
Section 1. Periodic Loans. During the term hereof, Lender hereby agrees to
make periodic loans (collectively and individually, the "Loans") to the Borrower
in an aggregate principal amount at any one time outstanding not to exceed TWO
MILLION DOLLARS ($2,000,000) ("Maximum Amount"). Beginning on the date hereof
and ending on the twelve month anniversary hereof, unless terminated earlier
pursuant to the default provisions of this Agreement, from time to time Borrower
may notify the Lender of its need to borrow funds pursuant to this Agreement.
Within five business days of receipt of such notice from the Borrower seeking to
borrow funds, the Lender shall forward such funds to the Borrower up to, but not
in excess of, the Maximum Amount. All amounts lent hereunder shall be evidenced
by ten percent (10%) convertible promissory notes in substantially the same form
as attached hereto as Exhibit "A" (the "Notes"). Borrower shall deliver to
Lender Notes in the principal amount of funds lent on each date that Lender
provides funds to Borrower hereunder.
Section 2. Finance Charges. All principal and interest then outstanding
shall bear interest at the rate of ten percent (10%) per annum. In addition, as
consideration Lender shall be entitled to warrants to acquire one share of the
Company's common stock for every two ($2) in funds (excluding interest) lent by
Lender to Borrower hereunder. Said warrants shall be exercisable at $5.50 per
share for a period ending on the five year anniversary of the date of grant and
shall otherwise be in substantially the same form as attached hereto as Exhibit
"B."
Section 3. Payments. All principal and interest outstanding on the twelve
month anniversary hereof shall be due and payable by the Borrower to the Lender
in a single balloon payment on January 15, 2002. The Borrower may, from time to
time, in the Borrower's discretion, make one or more periodic payments to the
Lender. Such payments shall be credited to the Borrower's account on the date
that such payment is physically received by the Lender. Such payments shall be
applied first to the interest outstanding, and then to the principal
outstanding.
Section 4. Conditions Precedent.
4.1. The obligation of Lender to disburse all or any
part of the Loan under this Agreement is subject to the
satisfaction, on or before each date funds are lent hereunder, of
all the conditions set out below in this Section 4. Lender may
waive any or all of these conditions in whole or in part without
prior notice; provided, however, that no such waiver of a
condition shall constitute a waiver by Lender of any of its other
rights or remedies, at law or in equity, if Borrower shall be in
default of any of its representations, warranties, or covenants
under this Agreement.
4.2 From the date hereof to the date of each disbursement, there
shall not have been any material adverse change in the financial condition or
the results of operations of Borrower, and Borrower shall not have sustained any
material loss or damage to its assets, whether or not insured, that materially
affects its ability to conduct a material part of its business.
4.3 No action, suit, or proceeding before any court or any
governmental body or authority pertaining to the transaction contemplated by
this Agreement or to its consummation, shall have been instituted or threatened
on or before the date of disbursement.
1
<PAGE>
4.4 The execution and delivery and performance of this Agreement and
any note or other instrument or agreement required under this Agreement by
Borrower shall have been duly authorized by all necessary corporate action, and
Lender shall have received copies of all resolutions pertaining to that
authorization, certified by the secretary of Borrower as being in full force and
effect on the date of first disbursement.
Section 5. Subordination.
5.1 The rights of the Lender to repayment of principal and interest,
and in any secrutiy interest granted hereunder, shall be subordinated to:
A.the principal, accrued and unpaid interest and other amounts
owing on (i) any secured indebtedness of the Borrower for obligations that are
outstanding on the date of this Agreement and (ii) obligations of the Borrower
under any agreement to lease, or for the lease of, any real or personal
property, whether outstanding on the date of this Agreement or thereafter
created, incurred or assumed, and
B. modifications, renewals, extensions, and refundings of any
such indebtedness, liabilities, or obligations; unless, in the instrument
creating or evidencing the same or pursuant to which the same is outstanding, it
is provided that such indebtedness, liabilities, or obligations or such
modification, renewal, extension, or refunding thereof, or the obligations of
the Borrower pursuant to such a guarantee, are not superior in right of payment
to this Agreement.
5.2 At the request of Borrower, Lender shall execute, acknowledge and
deliver to Borrower, or to parties to whom this subordination provision applies,
a written acknowledgment of this subordination.
Section 6. Grant of Security Interest. Subject to Section 5, Borrower hereby
grants and conveys to Lender a security interest in the following described
property of Borrower, whether now owned or hereafter acquired:
A. All accounts, goods, equipment, fixtures, and inventory;
B. All money, cash, instruments (including checks and promissory
notes), documents of title, chattel paper, and utility and security deposits;
C. All deposit accounts and all amounts on deposit with any banks
or other financial institutions, and all amounts owed or becoming owed on
account of credit card sales and collections, including, without limitation, all
amounts due under merchant bankcard or similar agreements; and
D. All securities, shares of stock and ownership interests in
other business entities, including any affiliates or subsidiaries of the
Borrower; and
E. All cash and non-cash proceeds and products of the foregoing;
hereinafter collectively referred to as the "Collateral;"
For the purpose of securing the payment of the Notes, and the payment and
performance of all obligations and covenants contained in the Notes, in this
Agreement, or in any other instrument securing the Notes or relating to the
obligations of the Borrower thereunder (hereinafter referred to as the
"Indebtedness").
Section 7. Debtor's Covenants.
7.1 The Borrower will not dispose of, transfer, or conceal any of the
Collateral, excepting only transfers in the ordinary course of business.
7.2 The Borrower shall pay when due any and all taxes assessed on the
Collateral.
2
<PAGE>
Section 8. Default Provisions. The occurrence of one or more of the
following events shall constitute an event of default:
A. If the Borrower fails to pay any sum when due under one or
more of the Notes, or any other event of default occurs with respect to the
Indebtedness.
B. Failure of the Borrower to comply with or perform any of the
terms, covenant, and conditions of this Agreement.
C. If any levy, attachment, garnishment, lien, execution or other
process is issued against or otherwise attaches to the Collateral, whether for
taxes or any other debt or claim and whether or not any such attachment or other
process is issued before or after entry of judgment.
D. If the Borrower ceases conducting business, dissolves,
terminates its existence, becomes insolvent, files a voluntary petition for
bankruptcy, has filed against it an involuntary petition in bankruptcy that is
not dismissed within sixty (60) days of the filing date, or is the subject of an
assignment for the benefit of creditors.
E. If any representation by the Borrower, then, in connection
with this Agreement, the Notes, or any other related instrument, whether made
before or after execution of this Agreement, was false in any material respect
when made.
Section 9. Remedies. Upon default, the Lender shall have the following
rights, in addition to any other rights afforded by law:
A. The Borrower agrees that notice of any disposition of or use
of the Collateral shall be deemed commercially reasonable and to have been given
to and received by the Borrower if transmitted by certified mail, return receipt
requested, at least fourteen (14) days prior to the proposed disposition or use.
The Borrower further agrees that any public sale of the Collateral, or any
portion thereof, may be postponed by the Lender (or its agent) for a period of
not to exceed seven days, by announcement at the time and place of the sale,
without need to re-notice or advertise. Notwithstanding the foregoing, the
Lender shall not be required to dispose of the Collateral or any portion thereof
by public auction.
B. Lender shall be entitled to notify any account debtor, any
obligor on an instrument, and any other person in custody or control of any of
the Collateral (including all banks and financial institutions holding funds of
the Borrower), to make payments on and/or to deliver the Collateral to Lender or
its Agent.
Section 10. Acceleration. At the option of the Lender, and without demand or
notice, all principal and any unpaid interest shall become immediately due and
payable upon a default as set forth in Section 8 above.
Section 11. Miscellaneous.
11.1 The Borrower shall pay to the Lender, on demand, any and all
expenses, including attorney's fees, incurred or paid by Lender in protecting or
enforcing its rights upon or under the Notes or the Collateral, and such
expenses are secured hereunder. If the Borrower shall default in the performance
of any of the provisions of this Agreement, Lender may cure the default for the
Borrower's account, and any monies expended in doing so shall be paid on demand,
together with interest from the date expended at twelve percent (12%) per annum.
11.2 The Borrower agrees to execute and deliver such financing
statements, certificates of title or other evidence of title or ownership, and
other instruments as Lender may reasonably request in order to perfect or
protect the security interest granted hereunder. A copy of this Agreement may be
filed as a financing statement.
3
<PAGE>
11.3 This Agreement constitutes the entire agreement between the
parties pertaining to the subject matter contained in this Agreement. All prior
and contemporaneous agreements, representations and understandings of the
parties, oral or written, are superseded by and merged in this Agreement. No
supplement, modification or amendment of this Agreement shall be binding unless
in writing and executed by the Borrower and the Lender.
11.4 The provisions of this Agreement shall be binding upon the
Borrower, its legal representatives, successors or assigns, and shall be for the
benefit of the Lender and its respective successors and assigns.
11.5 The headings of this Agreement are for purposes of reference only
and shall not limit or define the meaning of any provision of this Agreement.
This Agreement may be executed in any number of counterparts, each of which
shall be an original but all of which shall constitute one and the same
instrument.
11.6 If any action is brought by either party in respect to its rights
under this Agreement, or to obtain an interpretation thereof, the prevailing
party shall be entitled to reasonable attorneys' fees and court costs as
determined by the court.
11.7 No waiver of any of the provisions of this Agreement shall
constitute a waiver of any other provision, whether or not similar, nor shall
any waiver be a continuing waiver. Except as expressly provided in this
Agreement, no waiver shall be binding unless executed in writing by the party
making the waiver. Either party may waive any provision of this Agreement
intended for its benefit; provided, however, such waiver shall in no way excuse
the other party from the performance of any of its other obligations under this
Agreement.
11.8 This Agreement shall be governed by the laws of the State of
Utah. Any legal action to enforce or obtain an interpretation of this Agreement
may be filed in the Fourth Judicial District Court of Utah County, or the Third
Judicial District Court of Salt Lake County, and the parties consent to the
exercise of personal over them by said courts.
Section 12. Notices; Addresses. Any notices required or permitted hereunder
shall be in writing and shall be given by personal delivery; by deposit in the
United States mail, certified mail, return receipt requested, postage prepaid;
or by established express delivery service, freight prepaid. Notices shall be
delivered, addressed, or transmitted to the parties at the following addresses,
which may be changed by a notice given to the other party in accordance with
this Section. The date notice is deemed to have been given, received and become
effective shall be the date on which the notice is delivered, if notice is given
by personal delivery, two (2) days following the date of deposit in the mail, if
the notice is sent through the United States mail, or the date of actual
receipt, if the notice is sent by express delivery service.
The Borrower's address is:
One World Online.Com, Inc.
Attn. Chief Financial Officer
4778 North 300 West, Suite 200
Provo, Utah 84604
Telephone: 801-852-3540
Fax: 801-852-3550
The Lender's address, and the address from which information
respecting this security interest may be requested, is:
Tradeco Corp.
1065 West 1150 South
Provo UT 84601
4
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Agreement to be
effective as of the 30th day of October, 2000.
"BORROWER" "LENDER"
ONE WORLD ONLINE.COM, INC., TRADECO CORP.
a Nevada corporation a Utah corporation
Federal Empl. ID No. 87-0411771
By /s/ David N. Nemelka By /s/ David N. Nemelka
____________________ ____________________
Its President Its President
5
<PAGE>
EXHIBIT A
ONE WORLD ONLINE.COM, INC.,
a Nevada corporation
10% SECURED CONVERTIBLE PROMISSORY NOTE
No. ________ $____________ USD
NEITHER THIS PROMISSORY NOTE NOR THE UNDERLYING COMMON SHARES HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), OR UNDER ANY
OTHER APPLICABLE STATE SECURITIES LAWS. NEITHER THIS PROMISSORY NOTE NOR ANY
COMMON SHARES ISSUED PURSUANT TO ITS CONVERSION PROVISION MAY BE SOLD, PLEDGED,
TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS, OR IN A
TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE
SECURITIES ACT AND UNDER PROVISIONS OF APPLICABLE STATE SECURITIES LAWS.
1. Promise to Pay. One World Online.Com, Inc., a Nevada corporation
("Corporation"), for value received, hereby promises to pay to
_____________________, ("Holder"), the principal sum of ____________________
Dollars ($____________), with interest at the rate of ten percent (10%) per
annum until this Note has been paid in full or converted pursuant to the
provisions hereof.
2. Payments. Principal shall be due and payable in a single balloon
payment on January 15, 2002 (the "Maturity Date"). Payments shall be made in
lawful money of the United States of America to Holder at the address provided
to the Corporation by the Holder, as appears on this instrument below or at such
other addresses as sent by Holder to the Corporation by certified U.S. mail at
least twenty (20) days before said payment date.
3. Default. The occurrence of one or more of the following events
shall constitute an event of default:
3.1 The nonpayment of the principal and/or interest of this Note
when the same shall have become due and payable.
3.2 Filing by the Corporation of a petition in bankruptcy or
seeking reorganization, arrangement, adjustment, or composition of or in respect
of the Corporation's debts, whether under the United States Bankruptcy Code or
any other applicable federal or state law; entry of an order for relief under
the United States Bankruptcy Code, whether pursuant to a voluntary or
involuntary petition; the filing of an involuntary petition seeking adjudication
of the Corporation as a debtor under the United States Bankruptcy Code or
similar federal law, if said petition is not dismissed within sixty (60) days;
entry of a decree or order appointing a receiver, liquidator, assignee, or
trustee of the Corporation, or any substantial part if its property, or ordering
the winding up or liquidation of its affairs, and the continuance of any such
decree or order unstayed and in effect for a period of sixty (60) days; or the
making by it of an assignment for the benefit of creditors, or the admission by
it in writing of its inability to pay its debts generally as they become due, or
the taking of corporate action by the Corporation in furtherance of any such
action.
3.3 Default by the Corporation under the Revolving Loan and
Security Agreement, which default is not cured within ten (10) days of written
notice thereof (or within such longer cure period as allowed by the Revolving
Loan and Security Agreement).
4. Acceleration. At the option of the Holder, and without demand
or notice, all principal and any unpaid interest shall become immediately due
and payable upon a default as set forth in Section 3 above.
<PAGE>
5. Conversion Privilege. The Holder of this Note shall have the
right, at Holder's option, at any time prior to the Maturity Date, and
thereafter with the consent of the Corporation, to convert the principal and
accrued, but unpaid, interest of this Note into common shares of the Corporation
("Common Shares"), at the Conversion Price. The "Conversion Price" means the
lesser of (i) $3.50 per share or (ii) the average of the average closing bid
price of the Corporation's Common Shares quoted on the Nasdaq Stock Market
System or reported on the NASD's OTC Bulletin Board during the ten trading days
preceding the conversion date, subject to a minimum conversion price of one
dollar ($1). The Holder must convert all of the principal and accrued interest
if any is converted. In order to convert, the Holder must surrender this Note to
the Corporation at the Corporation's principal offices and the Corporation
shall, as promptly as practicable after the surrender, deliver to the Holder a
certificate or certificates representing the number of fully paid and
nonassessable Common Shares of the Corporation into which this Note may be
converted. Fractional shares shall not be issued, but the conversion price of
such fractional share will be paid in cash to the Holder. No payment or
adjustment shall be made upon any conversion with respect to any dividend on the
common stock delivered upon conversion.
6. Call By Corporation. Provided that this Note has not been
converted pursuant to the provisions hereof, the Corporation may at its sole
discretion call this Note for payment at any time prior to the Maturity Date, by
the delivery of a notice of such call to the Holder hereof. The Holder shall
have a 30-day period after the Corporation gives notice of the call to convert
the Holder's Note pursuant to Section 5 hereof. Unless so converted, the
Corporation shall pay to the Holder the principal and accrued, but unpaid,
interest due as of the expiration of Holder's conversion right (i.e., 30 days
after notice of the call has been sent to Holder), in exchange for which Holder
shall deliver this Note to the Corporation.
7. Effect of Mergers, etc. on Conversion Privilege.
7.1 In case of any capital reorganization, or of any
reclassification of the common shares of the Corporation or in case of the
consolidation or merger of the Corporation with or into any other corporation or
of the sale, lease or other disposition of the properties and assets of the
Corporation as, or substantially as, an entirety to any other corporation, each
Note shall, after such capital reorganization, reclassification of common
shares, consolidation, merger or sale, lease, or other disposition, be
convertible into the kind and amount of shares or other securities or property
(including cash) to which the holder of the number of common shares deliverable
(immediately prior to the time of such capital reorganization, reclassification
of common shares, consolidation, merger, sale, lease, or other disposition) upon
conversion of such Note would have been entitled upon such capital
reorganization, reclassification of common shares, consolidation, merger, sale,
lease, or other disposition.
7.2 In any such event, effective provision shall be made, in the
certificate or articles of incorporation of the resulting or surviving
corporation, in any contracts of sale and conveyance, or otherwise so that, so
far as appropriate and as nearly as reasonably may be, the provisions set forth
herein for the protection of the rights of the Holder of this Note shall
thereafter be made applicable.
7.3 Whenever the number or kind of securities purchasable upon
conversion of this Note shall be adjusted as required by the provisions of this
Section 7, the Corporation shall forthwith file with its Secretary or Assistant
Secretary at its principal office an officer's certificate showing the adjusted
number of kind of securities purchasable upon conversion of this Note determined
as herein provided and setting forth in reasonable detail such facts as shall be
necessary to show the reason for and the manner of computing such adjustments.
Each such officer's certificate shall be made available at all reasonable times
for inspection by the Holder and the Corporation shall, forthwith after each
such adjustment, mail by certified mail a copy of such certificate to the
Holder.
7.4 So long as this Note shall be outstanding, if the Corporation
shall propose to take any action that would cause an adjustment to be made
pursuant to this Section 7, the Corporation shall mail by certified mail to the
Holder, at least 15 days prior to the day on which such adjustment would become
effective, a notice setting forth in reasonable detail the action to be so
taken.
2
<PAGE>
8. Corporation to Reserve Common Shares. The Corporation
covenants that it will at all times reserve and keep available, free from
preemptive rights, out of the aggregate of its authorized but unissued common
shares, or its issued common shares held in its treasury, or both, for the
purpose of effecting conversions of Notes, the full number of common shares then
deliverable upon the conversion of all outstanding Notes not theretofore
converted; and if at any time the number of authorized but unissued common
shares shall not be sufficient to effect the conversion of all said outstanding
Notes, the Corporation will take such corporate action as may in the opinion of
its counsel be necessary to increase its authorized but unissued common shares
to such number of shares as shall be sufficient for that purpose.
9. Restrictions on Transfer. This Note has not been registered
under the Securities Act of 1933. This Note, or any right hereunder, may not be
enforced against the Corporation by any Holder, except the original Holder
herein, and the Corporation shall not be obligated to recognize any purported
transferee or assignee, (i) unless there is an effective registration covering
the Note or underlying right under the Securities Act of 1933 and applicable
state securities laws, (ii) unless the Corporation receives an opinion of an
attorney, licensed to practice within the United States, that the transfer of
the Note, or any underlying right, complies with the requirements of the
Securities Act of 1933 and any relevant state securities law, or (iii) unless
the transfer is made pursuant to Rule 144 under the Securities Act of 1933. Any
permitted transferee or assignee shall be subject to the restrictions and to the
terms of this Note and the Revolving Loan and Security Agreement, and the
Corporation may require said transferee or assignee to execute and deliver such
further instruments evidencing or acknowledging the same.
10. Rights of the Holder. The Holder shall not, by virtue hereof,
be entitled to any rights of a shareholder in the Corporation, either at law or
equity, unless and until Common Shares are issued pursuant to the conversion
provisions hereof.
11. Notices. Any notices required or permitted hereunder shall be
in writing and shall be given by personal delivery; by deposit in the United
States mail, certified mail, return receipt requested, postage prepaid; or by
established express delivery service, freight prepaid. Notices shall be
delivered, addressed, or transmitted to the Corporation and to Holder at the
following addresses, which may be changed by a notice given to the other party
in accordance with this Section. The date notice is deemed to have been given,
received and become effective shall be the date on which the notice is
delivered, if notice is given by personal delivery, two (2) days following the
date of deposit in the mail, if the notice is sent through the United States
mail, or the date of actual receipt, if the notice is sent by express delivery
service.
The Corporation's address is:
One World Online.Com, Inc.
Attn. Chief Financial Officer
4778 North 300 West, Suite 200
Provo, Utah 84604
Telephone: 801-852-3540
Fax: 801-852-3550
The Holder's address is:
____________________________
____________________________
____________________________
____________________________
12. Miscellaneous.
3
<PAGE>
12.1 This Note is one of a series of 10% Secured Convertible
Promissory Notes (the "Notes") issued by the Corporation, which Notes total an
aggregate amount of not more than Two Million Dollars (U.S.) ($2,000,000 USD).
The obligations of the Corporation under the Notes are secured by a Revolving
Loan and Security Agreement, and the rights and duties of the Corporation and
Holder are subject to the terms of the Revolving Loan and Security Agreement.
12.2 The headings of this Note are for purposes of reference only
and shall not limit or define the meaning of any provision of this Note.
12.3 If suit or action is instituted in connection with any
controversy arising out of this Note, or in the enforcement of any rights
hereunder, the prevailing party shall be entitled to recover in addition to
costs such sums as the court may adjudge as reasonable attorney's fees,
including attorney's fees incurred in any appeal.
12.4 This Note shall be governed by the laws of the State of
Utah. Any legal action to enforce or obtain an interpretation of this Note may
be filed in the Fourth Judicial District Court of Utah County, or the Third
Judicial District Court of Salt Lake County, and the parties consent to the
exercise of personal over them by said courts.
12.5 In computing any period of time pursuant to this Note, the
day of the act, event or default from which the designated period of time begins
to run shall be included, unless it is a Saturday, Sunday, or a legal holiday,
in which event the period shall begin to run on the next day which is not a
Saturday, Sunday, or legal holiday, in which event the period shall run until
the end of the next day thereafter which is not a Saturday, Sunday, or legal
holiday.
12.6 Nothing herein shall be construed to be to the benefit of
any third party, nor is it intended that any provision shall be for the benefit
of any third party.
IN WITNESS WHEREOF, this Note is executed by One World Online.Com, Inc, to
be effective as of the _____ day of _______________, 2000.
ONE WORLD ONLINE.COM, INC.,
a Nevada corporation
By_________________________
________________________
Its President
STATE OF UTAH )
ss:
COUNTY OF UTAH )
On this ____ day of ______________, 2000, before me appeared ____________,
to me personally known, who being duly sworn did say that he/she is the
President of One World Online.Com, Inc., the within named corporation, and that
the instrument was signed in behalf of said corporation and acknowledged the
instrument to be the free act and deed of the corporation.
___________________________
NOTARY PUBLIC
My Commission Expires: Residing at: _______________________
_________________________
4
<PAGE>
EXHIBIT B
THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE COMMON STOCK ISSUABLE UPON
EXERCISE OF THE WARRANTS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933 OR THE SECURITIES OR BLUE SKY LAWS OF ANY STATE AND MAY
BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO RELEVANT
PROVISIONS OF FEDERAL AND STATE SECURITIES OR BLUE SKY LAWS OR IF AN EXEMPTION
FROM SUCH REGISTRATION OR QUALIFICATION IS APPLICABLE.
ONE WORLD ONLINE.COM, INC.
Incorporated Under the Laws of the State of Nevada
No. - _________ _________ Common Stock
Purchase Warrants
CERTIFICATE FOR COMMON STOCK
PURCHASE WARRANTS
1. Warrant. This Warrant Certificate certifies that , or registered
assigns (the "Registered Holder"), is the registered owner of the above
indicated number of Warrants expiring on the Expiration Date, as hereinafter
defined. One (1) Warrant entitles the Registered Holder to purchase one (1)
share of the common stock, $.001 par value per share (a "Share"), of One World
Online.Com, Inc., a Nevada corporation (the "Company"), from the Company at a
purchase price of $5.50 per share (the "Exercise Price") at any time during the
Exercise Period, as hereinafter defined, upon surrender of this Warrant
Certificate with the exercise form hereon duly completed and executed and
accompanied by payment of the Exercise Price at the principal office of the
Company.
Upon due presentment for transfer or exchange of this Warrant
Certificate at the principal office of the Company, a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrants shall be issued in exchange for this Warrant Certificate, subject to
the limitations provided herein, upon payment of any tax or governmental charge
imposed in connection with such transfer. Subject to the terms hereof, the
Company shall deliver Warrant Certificates in required whole number
denominations to Registered Holders in connection with any transfer or exchange
permitted hereunder.
2. Restrictive Legend. Each certificate representing Shares issued
upon exercise of a Warrant, unless such Shares are then registered under the
Securities Act of 1933, as amended (the "Act"), shall bear a legend in
substantially the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES OR BLUE
SKY LAWS OF ANY STATE AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED
AND QUALIFIED PURSUANT TO RELEVANT PROVISIONS OF FEDERAL AND STATE
SECURITIES OR BLUE SKY LAWS OR IF AN EXEMPTION FROM SUCH REGISTRATION
OR QUALIFICATION IS APPLICABLE.
3. Exercise. Subject to the terms hereof, the Warrants, evidenced by
this Warrant Certificate, may be exercised at the Exercise Price in whole or in
part at any time during the period (the "Exercise Period") commencing on the
date hereof and terminating on the five year anniversary of the date of grant
(the "Expiration Date"). The Exercise Period may also be extended by the
Company's Board of Directors.
<PAGE>
A Warrant shall be deemed to have been exercised immediately prior to
the close of business on the date (the "Exercise Date") of the surrender to the
Company at its principal offices of this Warrant Certificate with the exercise
form attached hereto executed by the Registered Holder and accompanied by
payment to the Company, in cash, wire transfer, or by official bank or certified
check, of an amount equal to the aggregate Exercise Price, in lawful money of
the United States of America.
In lieu of payment of the Exercise Price in cash, the
Registered Holder shall have the right at any time and from time to
time to exercise the Warrants in full or in part by surrendering the
Warrant Certificate in the manner specified above in exchange for the
number of Shares equal to the product of (a) the number of shares to
which the Warrants are being exercised multiplied by (b) a fraction,
the numerator of which is the Market Price (as defined below) of the
Company's common stock less the Exercise Price and the denominator of
which is such Market Price (a "Cashless Exercise").
As used herein, the term "Market Price" at any date shall be deemed to
be the average of the last reported sale prices for the last fifteen (15)
trading days as officially reported by the principal securities exchange on
which the Company's common stock is listed or admitted to trading during said
period, or, if the Company's common stock is not listed or admitted to trading
on any national securities exchange during said period, the average closing bid
price of the common stock on the Nasdaq Stock Market System or reported on the
NASD's OTC Bulletin Board or, if the Company's common stock is not quoted on
Nasdaq or the OTC Bulletin Board, as determined in good faith by resolution of
the Board of Directors of the Company, based on the best information available
to it.
The person entitled to receive the Shares issuable upon exercise of a
Warrant or Warrants ("Warrant Shares") shall be treated for all purposes as the
holder of such Warrant Shares as of the close of business on the Exercise Date.
The Company shall not be obligated to issue any fractional share interests in
Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip
or cash with respect thereto, and such right to a fractional share shall be of
no value whatsoever. If more than one Warrant shall be exercised at one time by
the same Registered Holder, the number of full Shares which shall be issuable on
exercise thereof shall be computed on the basis of the aggregate number of full
shares issuable on such exercise.
Promptly, and in any event within ten business days after the Exercise
Date, the Company shall cause to be issued and delivered to the person or
persons entitled to receive the same, a certificate or certificates for the
number of Warrant Shares deliverable on such exercise.
The Company may deem and treat the Registered Holder of the Warrants at
any time as the absolute owner thereof for all purposes, and the Company shall
not be affected by any notice to the contrary. The Warrants shall not entitle
the Registered Holder thereof to any of the rights of shareholders or to any
dividend declared on the Shares unless the Registered Holder shall have
exercised the Warrants and thereby purchased the Warrant Shares prior to the
record date for the determination of holders of Shares entitled to such dividend
or other right.
4. Reservation of Shares and Payment of Taxes. The Company covenants
that it will at all times reserve and have available from its authorized Common
Stock such number of shares as shall then be issuable on the exercise of
outstanding Warrants. The Company covenants that all Warrant Shares which shall
be so issuable shall be duly and validly issued, fully paid and nonassessable,
and free from all taxes, liens and charges with respect to the issue thereof.
The Registered Holder shall pay all documentary, stamp or similar taxes
and other government charges that may be imposed with respect to the issuance,
transfer or delivery of any Warrant Shares on exercise of the Warrants. In the
event the Warrant Shares are to be delivered in a name other than the name of
the Registered Holder of the Warrant Certificate, no such delivery shall be made
unless the person requesting the same has paid the amount of any such taxes or
charges incident thereto.
5. Registration of Transfer. The Warrant Certificates may be
transferred in whole or in part, provided any such transfer complies with all
applicable federal and state securities laws and, if requested by the Company,
the Registered Holder delivers to the Company an opinion of counsel to that
effect, in form and substance reasonably acceptable to the Company. Warrant
2
<PAGE>
Certificates to be transferred shall be surrendered to the Company at its
principal office. The Company shall execute, issue and deliver in exchange
therefor the Warrant Certificate or Certificates which the Registered Holder
making the transfer shall be entitled to receive.
The Company shall keep transfer books at its principal office or at the
office of its warrant agent which shall register Warrant Certificates and the
transfer thereof. On due presentment of any Warrant Certificate for registration
of transfer at such office, the Company shall execute, issue and deliver to the
transferee or transferees a new Warrant Certificate or Certificates representing
an equal aggregate number of Warrants. All Warrant Certificates presented for
registration of transfer or exercise shall be duly endorsed or be accompanied by
a written instrument or instruments of transfer in form satisfactory to the
Company. The Company may require payment of a sum sufficient to cover any tax or
other government charge that may be imposed in connection therewith.
All Warrant Certificates so surrendered, or surrendered for exercise,
or for exchange in case of mutilated Warrant Certificates, shall be promptly
cancelled by the Company and thereafter retained by the Company until the
Expiration Date. Prior to due presentment for registration of transfer thereof,
the Company may treat the Registered Holder of any Warrant Certificate as the
absolute owner thereof (notwithstanding any notations of ownership or writing
thereon made by anyone other than the Company), and the Company shall not be
affected by any notice to the contrary.
6. Loss or Mutilation. On receipt by the Company of evidence
satisfactory as to the ownership of and the loss, theft, destruction or
mutilation of this Warrant Certificate, the Company shall execute and deliver,
in lieu thereof, a new Warrant Certificate representing an equal aggregate
number of Warrants. In the case of loss, theft or destruction of any Warrant
Certificate, the individual requesting issuance of a new Warrant Certificate
shall be required to indemnify the Company in an amount satisfactory to the
Company. In the event a Warrant Certificate is mutilated, such Certificate shall
be surrendered and cancelled by the Company prior to delivery of a new Warrant
Certificate. Applicants for a new Warrant Certificate shall also comply with
such other regulations and pay such other reasonable charges as the Company may
prescribe.
7. Redemption. The Company has no right to redeem the Warrants.
8. Adjustment of Shares. The number and kind of securities issuable
upon exercise of a Warrant shall be subject to adjustment from time to time upon
the happening of certain events, as follows:
(a) Stock Splits, Stock Combinations and Certain Stock
Dividends. If the Company shall at any time subdivide or combine its
outstanding Shares, or declare a dividend in Shares or other securities
of the Company convertible into or exchangeable for Shares, a Warrant
shall, after such subdivision or combination or after the record date
for such dividend, be exercisable for that number of Shares and other
securities of the Company that the Registered Holder would have owned
immediately after such event with respect to the Shares and other
securities for which a Warrant may have been exercised immediately
before such event had the Warrant been exercised immediately before
such event. Any adjustment under this Section 8 (a) shall become
effective at the close of business on the date the subdivision,
combination or dividend becomes effective.
(b) Adjustment for Reorganization, Consolidation, Merger. In
case of any reorganization of the Company (or any other corporation the
stock or other securities of which are at the time receivable upon
exercise of a Warrant) or in case the Company (or any such other
corporation) shall merge into or with or consolidate with another
corporation or convey all or substantially all of its assets to another
corporation or enter into a business combination of any form as a
result of which the Shares or other securities receivable upon exercise
of a Warrant are converted into other stock or securities of the same
or another corporation, then and in each such case, the Registered
Holder of a Warrant, upon exercise of the purchase right at any time
after the consummation of such reorganization, consolidation, merger,
conveyance or combination, shall be entitled to receive, in lieu of the
Shares or other securities to which such Registered Holder would have
been entitled had he exercised the purchase right immediately prior
thereto, such stock and securities which such Registered Holder would
have owned immediately after such event with respect to the Shares and
other securities for which a Warrant may have been exercised
immediately before such event had the Warrant been exercised
immediately prior to such event.
3
<PAGE>
In each case of an adjustment in the Shares or other securities
receivable upon the exercise of a Warrant, the Company shall promptly notify the
Registered Holder of such adjustment. Such notice shall set forth the facts upon
which such adjustment is based.
9. Reduction in Exercise Price at Company's Option. The Company's
Board of Directors may, at its sole discretion, reduce the Exercise Price of the
Warrants in effect at any time either for the life of the Warrants or any
shorter period of time determined by the Company's Board of Directors. The
Company shall promptly notify the Registered Holders of any such reduction in
the Exercise Price.
10. Notices. All notices, demands, elections, or requests (however
characterized or described) required or authorized hereunder shall be deemed
given sufficiently if in writing and sent by registered or certified mail,
return receipt requested and postage prepaid, or by facsimile or telegram to the
Company, at its principal executive office, and of the Registered Holder, at the
address of such holder as set forth on the books maintained by the Company.
11. General Provisions. This Warrant Certificate shall be construed
and enforced in accordance with, and governed by, the laws of the State of
Nevada. Except as otherwise expressly stated herein, time is of the essence in
performing hereunder. The headings of this Warrant Certificate are for
convenience in reference only and shall not limit or otherwise affect the
meaning hereof.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed as of the ____ day of ________, 2000.
ONE WORLD ONLINE.COM, INC.
By _________________________________ By ___________________________
SecretaRy President
4
<PAGE>
ONE WORLD ONLINE.COM, INC.
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JR TEN - as joint tenants with right of survivorship and not as tenants
in common
UNIF TRANS MIN ACT - ____________ (Custodian for Minor) as custodian
for __________ (name of minor) under the Uniform Transfers to Minors Act
Additional abbreviations may also be used though not in the above list.
FORM OF ASSIGNMENT
(To be Executed by the Registered Holder if He or She
Desires to Assign Warrants Evidenced by the
Within Warrant Certificate)
FOR VALUE RECEIVED ___________________________ hereby sells, assigns
and transfers unto _____________________________ _____________________ (_______)
Warrants, evidenced by the within Warrant Certificate, and does hereby
irrevocably constitute and appoint _____________________ __________________
Attorney to transfer the said Warrants evidenced by the within Warrant
Certificates on the books of the Company, with full power of substitution.
Dated:____________________ ___________________________
Signature
Notice: The above signature must correspond with the name as written upon the
face of the Warrant Certificate in every particular, without alteration or
enlargement or any change whatsoever.
Signature Guaranteed: __________________________________________
SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF ONE OF THE
FOLLOWING STOCK EXCHANGES: NEW YORK STOCK EXCHANGE, PACIFIC COAST STOCK
EXCHANGE, AMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE.
<PAGE>
FORM OF ELECTION TO PURCHASE FOR CASH
(To be Executed by the Holder if he Desires to Exercise
Warrants Evidenced by the Warrant Certificate)
To One World Online.com, Inc.
The undersigned hereby irrevocably elects to exercise
___________________________ (______) Warrants, evidenced by the within Warrant
Certificate for, and to purchase thereunder, _____________ _______________
(______) full shares of Common Stock issuable upon exercise of said Warrants and
delivery of $_________ and any applicable taxes.
The undersigned requests that certificates for such shares be issued in
the name of:
PLEASE INSERT SOCIAL SECURITY OR
TAX IDENTIFICATION NUMBER
___________________________________ _____________________________________
(Please print name and address)
______________________________________________________________________________
______________________________________________________________________________
If said number of Warrants shall not be all the Warrants evidenced by
the within Warrant Certificate, the undersigned requests that a new Warrant
Certificate evidencing the Warrants not so exercised be issued in the name of
and delivered to:
______________________________________________________________________________
(Please print name and address)
______________________________________________________________________________
______________________________________________________________________________
Dated: _____________________ Signature:_________________
NOTICE: The above signature must correspond with the name as written
upon the face of the within Warrant Certificate in every
particular, without alteration or enlargement or any change
whatsoever, or if signed by any other person the Form of
Assignment hereon must be duly executed and if the certificate
representing the shares or any Warrant Certificate
representing Warrants not exercised is to be registered in a
name other than that in which the within Warrant Certificate
is registered, the signature of the holder hereof must be
guaranteed.
Signature Guaranteed: ___________________________________________
SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF ONE OF THE
FOLLOWING STOCK EXCHANGES: NEW YORK STOCK EXCHANGE, PACIFIC COAST STOCK
EXCHANGE, AMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE.
<PAGE>
FORM OF CASHLESS ELECTION TO PURCHASE
(To be Executed by the Holder if he Desires to Exercise
Warrants Evidenced by the Warrant Certificate)
To One World Online.com, Inc.
The undersigned hereby irrevocably elects to exercise the right
evidenced by the within Warrant Certificate to purchase _____________
_______________ (______) full shares of Common Stock issuable upon exercise of
said Warrants pursuant to a Cashless exercise and a cash amount equal to any
applicable taxes.
The undersigned requests that certificates for such shares be issued in
the name of:
PLEASE INSERT SOCIAL SECURITY OR
TAX IDENTIFICATION NUMBER
__________________________________ _____________________________________
(Please print name and address)
________________________________________________________________________________
________________________________________________________________________________
If said number of Warrants shall not be all the Warrants evidenced by
the within Warrant Certificate, the undersigned requests that a new Warrant
Certificate evidencing the Warrants not so exercised be issued in the name of
and delivered to:
________________________________________________________________________________
(Please print name and address)
________________________________________________________________________________
________________________________________________________________________________
Dated: _____________________ Signature:_____________________
NOTICE: The above signature must correspond with the name as written
upon the face of the within Warrant Certificate in every
particular, without alteration or enlargement or any change
whatsoever, or if signed by any other person the Form of
Assignment hereon must be duly executed and if the certificate
representing the shares or any Warrant Certificate
representing Warrants not exercised is to be registered in a
name other than that in which the within Warrant Certificate
is registered, the signature of the holder hereof must be
guaranteed.
Signature Guaranteed: ___________________________________________
SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF ONE OF THE
FOLLOWING STOCK EXCHANGES: NEW YORK STOCK EXCHANGE, PACIFIC COAST STOCK
EXCHANGE, AMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE.
