<PAGE>
EXHIBIT 4.2
-----------
NOTE: See Attached Schedule for Omitted Information
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND
MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE ENCUMBERED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
Dial-Thru International Corporation
COMMON STOCK PURCHASE WARRANT
DATED: February 4, 2000
<TABLE>
---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Number of Common Shares: _______ Holder: __________________________
Purchase Price: $3.00 per share __________________________
Expiration Date: February 4, 2005 __________________________
__________________________
For identification only. The governing terms of this Warrant are set forth below.
---------------------------------------------------------------------------------------------------------------
</TABLE>
Dial-Thru International Corporation, a Delaware corporation (the
"Company"), hereby certifies that, for value received, _________________ (the
"Holder"), is entitled, subject to the terms set forth below, to purchase from
the Company at any time or from time to time prior to February 4, 2005 (the
"Exercise Period"), at the Purchase Price hereinafter set forth, _____
____________ (_______) fully paid and nonassessable shares of Common Stock (as
hereinafter defined) of the Company. The number and character of such shares of
Common Stock and the Purchase Price are subject to adjustment as provided
herein. This Warrant has been issued pursuant to the terms of the Convertible
Note and Warrant Subscription Agreement dated of even date herewith.
The purchase price per share of Common Stock issuable upon exercise of this
Warrant (the "Purchase Price") shall initially be $3.00; provided, however, that
the Purchase Price shall be adjusted from time to time as provided herein.
As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:
(a) The term "Company" shall mean Dial-Thru International Corporation
and any entity that shall succeed or assume the obligations of such
corporation hereunder.
________________________________________________________________________________
Common Stock Purchase Warrant - Page 1
(Dial-Thru International Corporation)
<PAGE>
(b) The term "Common Stock" means the Company's common stock, .001 par
value per share.
(c) The term "Warrant Shares" means as of any date during the Exercise
Period, that number of shares of Common Stock which shall be exercisable by
the Holder hereof pursuant to the terms of this Warrant.
1. Exercise of Warrant.
-------------------
1.1. Method of Exercise. This Warrant may be exercised in whole or in
------------------
part (but not as to a fractional share of Common Stock), at any time and
from time to time during the Exercise Period for up to, but not more than,
the number of Warrant Shares at such time, by the Holder hereof by delivery
to the Company at its principal office of (i) a notice of exercise (a
"Notice of Exercise") substantially in the form attached hereto as Exhibit
-------
A, (ii) evidence satisfactory to the Company of the authority of the person
-
executing such Notice of Exercise, (iii) this Warrant, and (iv) payment of
the Purchase Price multiplied by the number of shares of Common Stock for
which this Warrant is being exercised (the "Exercise Price"). Payment of
the Exercise Price shall be made by check or bank draft payable to the
order of the Company or by wire transfer to the account of the Company. The
shares so purchased shall be deemed to be issued as of the close of
business on the date on which the Company shall have received from the
Holder payment in full of the Exercise Price and the other documents
referred to herein (the "Exercise Date").
1.2. Regulation D Restrictions. The Holder hereof represents and
-------------------------
warrants to the Company that it has acquired this Warrant and anticipates
acquiring the shares of Common Stock issuable upon exercise of the Warrant
solely for its own account for investment purposes and not with a view to
or for distributing such securities unless such distribution has been
registered with the Securities and Exchange Commission or an applicable
exemption is available therefor. At the time this Warrant is exercised, the
Company may require the Holder to state in the Notice of Exercise such
representations concerning the Holder as are necessary or appropriate to
assure compliance by the Holder with the Securities Act.
2. Delivery of Stock Certificates, etc., on Exercise. As soon as
-------------------------------------------------
practicable after the exercise of this Warrant, the Company will cause to be
issued in the name of and delivered to the Holder a certificate for the number
of fully paid and nonassessable shares of Common Stock to which the Holder shall
be entitled on such exercise, plus, in lieu of any fractional share to which the
Holder would otherwise be entitled, cash equal to such fraction multiplied by
the then applicable Purchase Price, together with any other stock or other
securities and property (including cash, where applicable) to which the Holder
is entitled upon such exercise pursuant to Section 1 or otherwise.
________________________________________________________________________________
Common Stock Purchase Warrant - Page 2
(Dial-Thru International Corporation)
<PAGE>
3. Adjustments on Certain Capital Transactions. On the occurrence of any
-------------------------------------------
of the following events, the following adjustments to the rights granted under
this Warrant shall be made:
3.1. In case the number of outstanding shares of Common Stock of the
Company shall be increased by way of a stock dividend, stock split,
recapitalization, or other similar means, the number of unexercised shares
of Common Stock covered by this Warrant shall be increased by the amount
that a like number of shares of outstanding Common Stock shall have been
increased as a result of such stock increase and the Purchase Price shall
be adjusted by multiplying the Purchase Price in effect immediately prior
to such stock increase by a fraction, the numerator of which shall be the
number of unexercised shares covered by this Warrant immediately prior to
such stock increase and the denominator of which shall be the number of
unexercised shares of Common Stock covered by this Warrant as adjusted for
such stock increase.
3.2. In case the number of outstanding shares of Common Stock of the
Company shall be reduced by recapitalization, reverse stock split or
otherwise, the number of unexercised shares covered by this Warrant shall
be reduced by the amount that a like number of shares of outstanding Common
Stock shall have been reduced as a result of such stock reduction and the
Purchase Price shall be adjusted by multiplying the Purchase Price in
effect immediately prior to such stock reduction by a fraction, the
numerator of which shall be the number of unexercised shares covered by
this Warrant immediately prior to such stock reduction and the denominator
of which shall be the number of unexercised shares covered by this Warrant
as adjusted for such stock reduction.
3.3. In case the Company shall consolidate with or merge into another
corporation, the holder of this Warrant will thereafter receive, upon the
exercise thereof in accordance with the terms of this Warrant, the
securities or property to which the holder of the number of shares of
Common Stock then deliverable upon the exercise of this Warrant would have
been entitled upon such consolidation or merger ("Other Securities") and
the Company shall take such steps in connection with such consolidation or
merger as may be necessary to assure that the provisions hereof shall
thereafter be applicable, as nearly as reasonably may be, in relation to
any securities or property thereafter deliverable upon the exercise of this
Warrant.
4. Rights as a Shareholder. Holder shall not have any rights as a
-----------------------
shareholder of the Company with respect to the shares subject to this Warrant.
5. Securities Law Requirements. Neither this Warrant nor the Warrant
---------------------------
Shares have been registered under the Securities Act or any state securities or
blue sky laws. Accordingly, upon (a) any transfer of this Warrant, any
transferee of this Warrant or (b) the exercise of this Warrant in whole or in
part, and if the Warrant Shares have not been registered under the Securities
Act, Holder or any other person exercising this Warrant shall, as applicable,
represent and agree in writing satisfactory to the Company that Holder or such
other person (a) is acquiring the shares for the purpose of investment and not
with a view to distribution thereof, (b) knows
________________________________________________________________________________
Common Stock Purchase Warrant - Page 3
(Dial-Thru International Corporation)
<PAGE>
the shares have not been registered under the Securities Act or any state
securities or blue sky laws, (c) understands that he must bear the economic risk
of said investment for an indefinite period of time until the shares are
registered under the Securities Act and applicable state securities or blue sky
laws or an exemption from such registration is available, and (d) will not
solicit any offer to sell or sell all or any portion of the shares other than
pursuant to an opinion of counsel reasonably satisfactory to the Company.
6. Reservation of Stock, etc. Issuable on Exercise of Warrant. The
----------------------------------------------------------
Company will at all times reserve and keep available, solely for issuance and
delivery on the exercise of this Warrant, all shares of Common Stock (or Other
Securities) from time to time issuable on the exercise of this Warrant.
7. Replacement of Warrant. On receipt of evidence reasonably satisfactory
----------------------
to the Company of the loss, theft, destruction or mutilation of this Warrant
and, in the case of any such loss, theft or destruction of this Warrant, on
delivery of an indemnity agreement or security satisfactory in form and amount
to the Company or, in the case of any such mutilation, on surrender and
cancellation of this Warrant, the Company at its expense will execute and
deliver, in lieu thereof, a new warrant of like tenor.
8. Notices, etc. All notices and other communications hereunder shall be
------------
personally delivered, telecopied or mailed by first class registered or
certified mail, postage prepaid, at such address of facsimile numbers as may
have been furnished to each party by the other in writing.
9. Miscellaneous. This Warrant and any term hereof may be changed,
-------------
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. This Warrant shall be construed and enforced in accordance with and
governed by the internal laws of the State of Texas. The headings in this
Warrant are for purposes of reference only, and shall not limit or otherwise
affect any of the terms hereof. The invalidity or unenforceability of any
provision hereof shall in no way affect the validity or enforceability of any
other provision.
[SIGNATURE PAGE FOLLOWS]
________________________________________________________________________________
Common Stock Purchase Warrant - Page 4
(Dial-Thru International Corporation)
<PAGE>
DATED as of February 4, 2000.
DIAL-THRU INTERNATIONAL CORPORATION
By: __________________________________
Name: ________________________________
Title: _______________________________
Address: 8100 Jetstar Drive, Suite 100
Irving, Texas 75063
Fax: (972) 929-1616
HOLDER:
------
________________________________________
Address: ____________________
____________________
____________________
Fax:________________
________________________________________________________________________________
Common Stock Purchase Warrant - Page 5
(Dial-Thru International Corporation)
<PAGE>
EXHIBIT A
FORM OF NOTICE OF EXERCISE - WARRANT
------------------------------------
(To be executed only upon exercise or conversion
of the Warrant in whole or in part)
To Dial-Thru International Corporation
The undersigned registered holder of the accompanying Warrant hereby
exercises such Warrant or portion thereof for, and purchases thereunder,
______________/1/ shares of Common Stock (as defined in such Warrant) and
herewith makes payment therefor of $__________ as of the date written below. The
undersigned requests that the certificates for such shares of Common Stock be
issued in the name of, and delivered to, _________________________________ whose
address is ___________________________________________________________________.
Dated:___________________
__________________________________________________
(Name must conform to name of holder as specified
on the face of the Warrant)
By: ______________________________________________
Name: ____________________________________________
Title: ___________________________________________
Address of holder:
__________________________________________________
__________________________________________________
__________________________________________________
Date of exercise: __________
___________________________
/1/ Insert the number of shares of Common Stock as to which the accompanying
Warrant is being exercised. In the case of a partial exercise, a new Warrant or
Warrants will be issued and delivered, representing the unexercised portion of
the accompanying Warrant, to the holder surrendering the same.
<PAGE>
Schedule of Information Omitted
from Common Stock Purchase Warrant
(9 Warrants Total)
Holder Number of Shares
------ ----------------
John L. Strauss 37,500
John D. Lelong 6,250
Robert B. Irwin 12,500
Henry Hermann 25,000
Carl P. Jayson 6,250
Peter P. Smith 15,625
Lester V. Murphy 6,250
Fred Kull 3,125
Brandon M. Dauson 12,500
-------
Total 125,000
