THESE SECURITIES AND THE SECURITIES ISSUABLE UPON THEIR EXERCISE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED UNLESS
COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT, OR UPON DELIVERY
TO THE ISSUER OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER TO THE EFFECT
THAT ANY SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
April 15, 2000
WARRANT CERTIFICATE
TO PURCHASE 150,000 SHARES OF COMMON STOCK,
PAR VALUE $.0001 PER SHARE ("COMMON STOCK"), OF
OBJECTSOFT CORPORATION
THIS CERTIFIES that, for value received, THE INVESTOR
RELATIONS GROUP, INC. (the "Holder") , is the owner of the right to purchase,
subject to the provisions of this Warrant, ONE HUNDRED AND FIFTY THOUSAND
(150,000) Shares (the "Shares") of Common Stock from OBJECTSOFT CORPORATION, a
Delaware corporation (herein called the "Company"), at any time during the
period from the date hereof through 5:00 P.M., Eastern Standard Time on April
14, 2005, (the "Exercise Period") at an initial exercise price of $2.50 per
share (the "Exercise Price"), subject to adjustment from time to time pursuant
to the provisions of Section 6 hereof.
1. Issuance. The Shares issued pursuant to this Warrant will be duly
authorized, validly issued, fully paid and nonassessable, and free of any liens
and encumbrances, except for restrictions on transfer provided for herein or
under applicable federal and state securities laws. This Warrant shall expire
and become void on the expiration of the Exercise Period. This Warrant shall be
subject to earlier termination as provided herein. The number of shares of
Common Stock to be received upon the exercise of this Warrant and the exercise
price to be paid for each may be adjusted from time to time as herein set forth.
The securities deliverable pursuant to this Warrant, as they may be adjusted
from time to time, are herein referred to as "Warrant Securities".
2. Exercise of Warrant. This Warrant may be exercised during the
Exercise Period. This Warrant may be exercised as a whole or in part during the
Exercise Period, subject to the above provisions, by presentation and surrender
hereof to the Company at its executive offices with the purchase form (the
"Form") annexed hereto duly executed and accompanied by
<PAGE>
payment of the Exercise Price by certified check or wire transfer of immediately
available funds. The Company shall permit payment of the Exercise Price of this
Warrant by delivery by the Holder of a properly executed Form, together with a
copy of the Holder's irrevocable instructions to a broker designated by the
Company to deliver promptly to the Company the amount of sale proceeds
sufficient to pay such Exercise Price. In connection therewith, the Company may
enter into agreements for coordinated procedures with one or more brokerage
firms. In the event of any the proper exercise of this Warrant the Company shall
issue instructions to its transfer agent to issue certificates for the shares so
purchased within two business days of receipt of the Form. If this Warrant is
exercised in part, the Company will issue to the Holder a new warrant
representing the right of the Holder to purchase the remaining number of Warrant
Securities at the identical terms hereto.
3. Reservation of Shares. The Company hereby agrees that at all times
during the term of this Warrant there shall be reserved for issuance upon
exercise of this Warrant such number of shares of its Common Stock as shall be
required for issuance upon exercise of this Warrant and the exercise of any
convertible securities issuable upon the exercise hereof.
4. Assignment or Loss of Warrant. (a) This Warrant is not assignable or
transferable without the written consent of the Company, except by operation of
law or as provided in (b) below. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant, and (in the case of loss, theft or destruction) receipt of reasonably
satisfactory indemnification, and (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will execute and deliver a new Warrant
of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant
shall thereupon become void.
(b) This Warrant shall not be transferable by Holder other
than to a "Permitted Transferee" (as defined below); provided, that any
Permitted Transferee shall be absolutely prohibited from transferring all or any
portion of this Warrant other than to Holder or another Permitted Transferee of
Holder; and provided further, that if Holder dissolves as an entity or is no
longer conducting business, this Warrant may be exercised by Holder's legal
representative or beneficiary, as the case may be, subject to all other terms
and conditions contained in this Warrant. Notwithstanding the foregoing, this
Warrant shall not be transferable by Holder if such transfer is not permitted or
in compliance with applicable federal and state securities laws.
(c) For purposes of this Agreement, Permitted Transferees
shall include only officers and employees of the Holder , provided, that such
Permitted Transferees must agree in writing to be bound by all of the terms of
this Agreement to the same extent as Holder hereunder, in form acceptable to
counsel to the Company, including but not limited to restrictions on the
exercise of this Warrant and on transfers of the Shares, as the case may be,
following exercise of this Warrant, such that any Shares so acquired shall be
held subject to the terms of this Agreement. Shares held by any Permitted
Transferee shall be aggregated with those held by the Permitted Transferee's
transferor in order to determine the number of shares subject to the provisions
of this Agreement.
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<PAGE>
5. Rights of the Holder. The Holder shall not, by virtue hereof, be
entitled to any rights of a stockholder in the Company, either at law or equity,
and the rights of the Holder are limited to those expressed in this Warrant and
are not enforceable against the Company except to the extent set forth herein.
6. Protection Against Dilution. (a) If at any time and from time to
time the Company shall (i) declare a dividend in shares of Common Stock to
holders of Common Stock or make a distribution in shares of Common Stock to
holders of Common Stock, (ii) subdivide its outstanding shares of Common Stock,
(iii) combine its outstanding shares of Common Stock or (iv) otherwise effect a
recapitalization of such character that the shares of Common Stock shall be
changed into or become exchangeable for a greater or lesser number of shares of
Common Stock, then the Exercise Price in effect on the record date of such
dividend or distribution or the effective date of such subdivision, combination
or reclassification (individually an "Event" and collectively the "Events")
shall be adjusted, or further adjusted, to a price (to the nearest cent)
determined by multiplying (i) the Exercise Price in effect immediately prior to
such Event by (ii) a fraction, the numerator of which shall be the number of
shares of Common Stock outstanding immediately prior to such Event, and the
denominator of which shall be the number of shares of Common Stock outstanding
immediately after such Event. Upon each adjustment in the Exercise Price
resulting from an Event, the number of Warrant Securities shall be adjusted (to
the nearest one-thousandth share) by multiplying (i) the number of Warrant
Securities for which the Warrant was exercisable immediately prior to such Event
by (ii) a fraction, the numerator of which shall be the Exercise Price in effect
immediately prior to such Event, and the denominator of which shall be the
Exercise Price in effect immediately after such Event. Notice of each such
adjustment and each such readjustment shall be forthwith mailed to the Holder
setting forth such adjustments or readjustments and the facts and calculations
thereof in reasonable detail. Any dividend paid or distributed upon the Common
Stock in stock of any other class of securities convertible into shares of
Common Stock shall be treated as a dividend paid in Common Stock to the extent
that shares of Common Stock are issuable upon the conversion thereof.
(b) In case: (i) a distribution in the form of stock or other
securities of any other corporation or other entity shall be made or paid by the
Company on, or with respect to, the then outstanding shares of Common Stock,
(ii) the Company shall effect a recapitalization of such character that the
shares of Common Stock will be changed into or become exchangeable for shares of
Common Stock with a different par value or no par value, or (iii) the Company
(or a successor corporation) shall be consolidated or merged with or into
another corporation or entity or shall sell, lease or convey all or
substantially all of its assets in exchange for stock or property (including
cash) with the view of distributing such stock or property to its shareholders,
each Share issuable upon exercise of this Warrant shall be replaced by, and/or
shall include, as the case may be, for the purposes hereof, the stock or
property issued or distributed in respect of each share of Common Stock upon
such recapitalization, reclassification, merger, sale, lease or conveyance as
the Holder would have been entitled to had the Holder exercised this Warrant and
any underlying convertible security immediately prior to any such occurrence,
and adequate provision to that effect shall be made at the time thereof.
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<PAGE>
(c) In case: (i) of any classification, reclassification or
other reorganization of the capital stock of the Company, consolidation or
merger of the Company with or into another corporation, or the sale, lease or
conveyance of all or substantially all of the assets of the Company; or (ii) of
the voluntary or involuntary dissolution, liquidation or winding up of the
Company; then, and in any such case, the Company shall mail to the Holder, at
least 20 days prior thereto, a notice stating the date or expected date on which
a record is to be taken. Such notice shall also specify the date or expected
date, if any is to be fixed, as of which holders of Common Stock of record shall
be entitled to exchange their shares of Common Stock for securities or other
property deliverable upon such classification, reclassification, reorganization,
consolidation, merger, conveyance, dissolution, liquidation, winding up or any
other appropriate action, as the case may be.
7. Transfer to Comply with the Securities Act. This Warrant has not
been registered under the Securities Act of 1933, as amended (the "Act") and has
been issued to the Holder for investment and not with a view to the distribution
of either the Warrant or the Warrant Securities. Neither this Warrant nor any of
the Warrant Securities or any other security issued or issuable upon exercise of
this Warrant may be sold, transferred, pledged or hypothecated in the absence of
an effective registration statement under the Act relating to such security or
an opinion of counsel satisfactory to the Company that registration is not
required under the Act. Each certificate for the Warrant, the Warrant Securities
and any other security issued or issuable upon exercise of this Warrant shall
contain a legend on the face thereof, in form and substance satisfactory to
counsel for the Company, setting forth the restrictions on transfer contained in
this Section.
8. Piggyback Registration Rights. (a) If at any time or from time to
time following the date hereof, the Company shall determine to register any
distribution of its securities with the Securities and Exchange Commission,
either for its own account or the account of a security holder or holders, in a
registration statement covering the sale of shares of Common Stock to the
general public pursuant to a public offering in compliance with the Act (except
with respect to any registration filed on Form S-8 or Form S-4 or such other
form which does not include substantially the same information as would be
included in a registration statement covering the sale of shares of Common Stock
to the general public), the Company will include in such registration (and any
related qualification under blue sky laws) and in any underwriting involved
therein, all the Shares of the Holder, except as set forth in subparagraphs (b)
or (c) below. Notwithstanding the foregoing, the Holder shall not have
registration rights with respect to any registration statement on Form S-3 or
Form SB-2 which has been filed with the Securities and Exchange Commission prior
to the date hereof, or any amendment thereto or any related registration
statement, nor shall the Holder have registration rights with respect to a
particular registration statement in the event that any investor or lender for
whom the registration statement is filed objects to the inclusion of other
shares of Common Stock, including the shares of Common Stock underlying this
Warrant ("Registrable Securities") in such registration statement; provided,
however, that such objection by an investor or lender must be made pursuant to a
legal right granted by the Company to such investor or lender prior to the date
of this Warrant and contained in a definitive agreement between the Company and
such investor or lender executed prior to the date of this Warrant.
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<PAGE>
(b) If the distribution is to be underwritten, the right of
Holder to registration pursuant to this Section 8 shall be conditioned upon
Holder's participation in the underwriting and the inclusion of the Shares and
securities underlying the Shares, as the case may be, in the underwriting to the
extent provided herein. Holder shall (together with the Company) enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting by the Company. Holder shall furnish to the
Company such written information concerning Holder and the distribution proposed
by Holder as the Company may reasonably request.
(c) Notwithstanding any other provision of this Section 8, if
the underwriter determines that marketing factors require a limitation of the
number of shares to be underwritten, and such determination is made by such
underwriter in writing, then the underwriter may limit the number of Holder's
Shares to be included in the registration and underwriting, or may exclude the
Shares from such underwriting, provided that the underwriter limits all proposed
selling shareholders on a pro-rata basis. In addition, this Section 8 shall not
be applicable at any time that all the Shares owned by the Holder have been
effectively registered for resale under the Act.
(d) All expenses incurred in connection with any registration
or qualification pursuant to this Warrant, including, without limitation, all
registration, filing and qualification fees, printing expenses, fees and
disbursements of counsel for the Company and fees and disbursements of counsel
for the Holder in an amount not to exceed $15,000, and expenses and fees of any
special audits incidental to or required by such registration, shall be borne by
the Company; provided, however, that the Company in any event shall not be
required to pay Holder's brokerage fees, or underwriters' discounts or
commissions relating to the Shares (such brokerage fees, and underwriters,
discounts or commissions to be borne by Holder).
(e) In the case of each registration effected by the Company
pursuant to this Warrant, the Company will: (i) keep such registration or
qualification pursuant to this Section 8 effective until Holder has completed
the distribution described in the registration statement relating thereto (BUT
NO LONGER THAN 270 DAYS), and (ii) furnish such number of prospectuses and
other documents incident thereto as Holder from time to time may reasonably
request.
(f) The registration rights granted to Holder pursuant to this
Section 8 are assignable solely to its Permitted Transferees in connection with
a transfer of any of the Shares to such persons.
(g) Whenever pursuant to this Section 8, a registration
statement relating to the Registrable Securities is filed under the Act, the
Company will indemnify and hold harmless each holder of the securities covered
by such registration statement, or amendment or supplement thereto (such holder
being hereinafter called the "Distributing Holder"), its officers and directors,
and each person, if any, who controls the Distributing Holder, and each
underwriter of such securities and each person, if any, who controls any such
underwriter, against any losses, claims, damages, or liabilities, joint or
several, to which the Distributing Holder, any such controlling person or any
such underwriter may become subject, under federal
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<PAGE>
securities laws or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement of any material fact contained in any such registration
statement or any preliminary prospectus or final prospectus constituting a part
thereof, or any amendment or supplement thereto, or arise out of or are based
upon the omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading; and will promptly
reimburse the Distributing Holder and each such controlling person and
underwriter for any legal or other expenses reasonably incurred by the
Distributing Holder or such controlling person or underwriter in connection with
investigating or defending any such loss, claim, damage, liability, or action;
provided, however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage, or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in such registration statement, preliminary prospectus, final
prospectus, or amendment or supplement in reliance upon and in conformity with
written information furnished by such Distributing Holder or any other
Distributing Holder, for use in the preparation thereof or the failure of the
Distributing Holder to deliver the final prospectus to the purchaser of the
securities.
(h) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against any indemnifying
party, give the indemnifying party notice of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise than under this
Section 8.
(i) In case any such action is brought against any indemnified
party, and it notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate in, and, to the extent that
it may wish, jointly with any other indemnifying party similarly notified, to
assume the defense thereof, with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Section 8 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof.
9. Notices. Any notice or other communication required or permitted
hereunder shall be in writing and shall be delivered personally, telegraphed,
telexed, sent by facsimile transmission or sent by certified, registered or
express mail, postage pre-paid. Any such notice shall be deemed given when so
delivered personally, telegraphed, telexed or sent by facsimile transmission,
or, if mailed, two days after the date of deposit in the United States mails, as
follows:
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<PAGE>
(a) if to the Company, to:
OBJECTSOFT CORPORATION
Continental Plaza III
433 Hackensack Avenue
Hackensack, New Jersey 07601
Attention: David E. Y. Sarna, Chairman
(b) if to the Holder, to:
THE INVESTOR RELATIONS GROUP, INC.
11 West 30th Street, 5th Floor
New York, New York 10001
Attention: Dian Griesel, President
Any party may by notice given in accordance with this Section to the other
parties designate another address or person for receipt of notices hereunder.
10. Supplements and Amendments; Whole Agreement. This Warrant may be
amended or supplemented or any provision hereof waived only by an instrument in
writing signed by the Company and the Holder. This Warrant contains the full
understanding of the parties hereto with respect to the subject matter hereof
and thereof and there are no representations, warranties, agreements or
understandings other than expressly contained herein and therein.
11. Governing Law. This Warrant shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall be governed
by and construed in accordance with the laws of such State applicable to
contracts to be made and performed entirely within such State.
12. Counterparts. This Warrant may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
13. Descriptive Headings. Descriptive headings of the several Sections
of this Warrant are inserted for convenience only and shall not control or
affect the meaning or construction of any of the provisions hereof.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 15th day of April, 2000
OBJECTSOFT CORPORATION
By: /s/ David E. Y. Sarna
---------------------------------
David E. Y. Sarna, Chairman
THE INVESTOR RELATIONS GROUP, INC.,
warrantholder
By: /s/ Dian Griesel
---------------------------------
Dian Griesel, Chairman,
President and Chief Executive
Officer
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<PAGE>
PURCHASE FORM
(To be signed only upon exercise of Warrant)
To: ObjectSoft Corporation
The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, __________________________________________________
(__________) of the number of shares (the "Shares") of common stock (the "Common
Stock"), par value $.0001 per share, of ObjectSoft Corporation purchasable under
such Warrant and requests that a certificate(s) for such shares be issued in the
name of, and delivered to, _____________________ whose address
is_________________________________________________________________. If said
number of shares is less than all of the shares of Common Stock purchasable
under the within Warrant, the undersigned requests that a new Warrant
representing the remaining balance of such shares be registered in the name of
_______________, whose address is _________________________, and that such
Warrant be delivered to _____________________________________, whose address is
______________________________________________________.
The exercise price for the Shares is $____ per Share, for an aggregate
exercise price of $________ for all of the Shares. Together with the delivery of
this Purchase Form, the undersigned is:
Please check one:
/__/ Tendering to the Company cash or a certified check in the
amount of $_______________, as payment of the exercise price
of the Shares.
/__/ Requesting payment of the exercise price through a sale of Shares
by a broker designated by the Company in accordance with the terms of the
Warrant. The undersigned understands that the Shares shall be delivered to the
undersigned promptly after the Company instructs the transfer agent for its
Common Stock to deliver a certificate for the Shares to the undersigned.
<PAGE>
The undersigned represents that it is acquiring such shares of Common
Stock for its own account for investment purposes only and not with a view to or
for sale in connection with any distribution thereof.
Dated: ______________ Signature: _______________________________
(Signature must conform in all respects to
name of holder as specified on the face
of the Warrant)
Address:
______________________________
______________________________
______________________________
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