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EXHIBIT 4.7
THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE
AND SCOPE REASONABLY ACCEPTABLE TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO
RULE 144 UNDER SAID ACT.
POPMAIL.COM, INC.
WARRANT TO PURCHASE COMMON STOCK
Warrant No.: JPC-6 Number of Shares: 150,000
Date of Issuance: As of June 12, 2000
Popmail.com, Inc., a Minnesota corporation (the "COMPANY"), hereby
certifies that, for value received, J.P. Carey Securities, Inc., the registered
holder hereof or its assigns, is entitled, subject to the terms set forth below,
to purchase from the Company upon surrender of this Warrant, at any time or
times on or after the date hereof, but not after 5:00 P.M. Eastern Standard Time
on the Expiration Date (as defined herein) up to 150,000 fully paid
nonassessable shares of Common Stock (as defined herein) of the Company (the
"WARRANT SHARES") at the purchase price per share provided in Section 1(b) below
(the "WARRANT EXERCISE PRICE"); provided, however, that in no event shall the
holder be entitled to exercise this Warrant for a number of Warrant Shares in
excess of that number of Warrant Shares which would cause the aggregate number
of shares of Common Stock beneficially owned by the holder and its affiliates to
exceed 4.9% of the outstanding shares of the Common Stock following such
exercise. For purposes of the foregoing proviso the aggregate number of shares
of Common Stock beneficially owned by the holder and its affiliates shall
include the number of shares of Common Stock issuable upon exercise of this
Warrant with respect to which the determination of such proviso is being made,
but shall exclude shares of Common Stock which would be issuable upon (i)
exercise of the remaining, unexercised Share Warrants (as defined below)
beneficially owned by the holder and its affiliates, and (ii) exercise of the
remaining, outstanding Adjustable Warrants (as defined herein) beneficially
owned by the holder and its affiliates. Except as set forth in the preceding
sentence, for purposes of this paragraph, beneficial ownership shall be
calculated in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended.
Section 1. General Provisions
(a) Securities Purchase Agreement. This Warrant is one of the
warrants (the "COMMON STOCK WARRANTS") issued pursuant to that certain
Placement Agency Agreement dated as of June 12, 2000, among the
Company and the J.P. Carey Securities, Inc. referred to therein (the
"SECURITIES PURCHASE AGREEMENT").
(b) Definitions. The following words and terms as used in this
Warrant shall have the following meanings:
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"AVERAGE MARKET PRICE" means, with respect to any security for
any period, that price which shall be computed as the arithmetic
average of the last closing bid prices for such security for each
trading day in such period on the principal securities exchange or
trading market for such security where such security is listed or
traded as reported by Bloomberg Financial Markets ("BLOOMBERG"), or if
the market value cannot be calculated for such period on the foregoing
bases, the last closing bid price of such security in the
over-the-counter market on the pink sheets or bulletin board for such
security as reported by Bloomberg, or, if no closing bid price is
reported for such security by Bloomberg, the last closing trade price
of such security as reported by Bloomberg. If the market value cannot
be calculated for such period on any of the foregoing bases, the
Average Market Price shall be the average fair market value during
such period as reasonably determined in good faith by the Board of
Directors of the Company (all as appropriately adjusted for any stock
dividend, stock, split or other similar transaction during such
period).
"CLOSING BID PRICE" shall have the meaning as defined in the
Adjustable Warrant, dated of even date herewith.
"COMMON STOCK" means (i) the Company's common stock, par value
$0.001 per share, and (ii) any capital stock into which such Common
Stock shall have been changed or any capital stock resulting from a
reclassification of such Common Stock.
"EXPIRATION DATE" means the date five (5) years from the date of
this Warrant or, if such date falls on a Saturday, Sunday or other day
on which banks are required or authorized to be closed in the City of
New York or the State of New York (a "HOLIDAY"), the next preceding
date that is not a Holiday.
"PERSON" means an individual, a limited liability company, a
partnership, a joint venture, a corporation, a trust, an
unincorporated organization and a government or any department or
agency thereof.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
"WARRANT" shall mean this warrant and all warrants issued in
exchange, transfer or replacement of any thereof.
"WARRANT EXERCISE PRICE" shall be equal to 1.00 per share,
subject to adjustment as hereinafter provided.
(c) Other Definitional Provisions.
(i) Except as otherwise specified herein, all references herein
(A) to the Company shall be deemed to include the Company's successors
and (B) to any applicable law defined or referred to herein, shall be
deemed references to such applicable law as the same may have been or
may be amended or supplemented from time to time.
(ii) When used in this Warrant, the words "HEREIN," "HEREOF," and
"HEREUNDER," and words of similar import, shall refer to this Warrant
as a whole and not
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to any provision of this Warrant, and the words "SECTION,"
"SCHEDULE," and "EXHIBIT" shall refer to Sections of, and
Schedules and Exhibits to, this Warrant unless otherwise
specified.
(iii) Whenever the context so requires, the neuter gender
includes the masculine or feminine, and the singular number
includes the plural, and vice versa.
Section 2. Exercise of Warrant.
(a) Subject to the terms and conditions hereof, this Warrant may
be exercised by the holder hereof then registered on the books of the
Company, in whole or in part, at any time during normal business hours
on any business day on or after the opening of business on the date
hereof and prior to 5:00 P.M. Eastern Standard Time on the Expiration
Date by (i) delivery of a written notice, in the form of the
subscription notice attached as Exhibit A hereto, of such holder's
election to exercise this Warrant, which notice shall specify the
number of Warrant Shares to be purchased, (ii) payment to the Company
of an amount equal to the Warrant Exercise Price multiplied by the
number of Warrant Shares as to which the Warrant is being exercised
(plus any applicable issue or transfer taxes) (the "AGGREGATE EXERCISE
PRICE") in cash or by check or wire transfer, and (iii) the surrender
of this Warrant, at the principal office of the Company; provided,
that if such Warrant Shares are to be issued in any name other than
that of the registered holder of this Warrant, such issuance shall be
deemed a transfer and the provisions of Section 7 shall be applicable.
(b) This Warrant may also be exercised on a cashless basis, by
submitting the Warrant as described above with an indication of
election to use cashless exercise. The number of shares of Common
Stock to be issued on cashless exercise shall be determined as
follows:
X = Y (A-B)
A
where "X" equals the number of shares of Common Stock to be received
on cashless exercise, "Y" equals the number of Warrants so exercised,
"A" equals the Average Market Price of the Common Stock for the period
of five (5) trading days immediately preceding the date of exercise,
and "B" equals the Warrant Exercise Price. For purposes of Rule
144(d)3(iii), it is understood that the Common Stock issuable on
exercise of this Warrant in a cashless exercise transaction shall be
deemed to have been acquired, and the holding period applicable
thereto shall have commenced, on the date this Warrant was issued.
(c) In the event of any exercise of the rights represented by
this Warrant in compliance with this Section 2(a), a certificate or
certificates for the Warrant Shares so purchased, in such
denominations as may be requested by the holder hereof and registered
in the name of, or as directed by, the holder, shall be delivered at
the Company's expense to, or as directed by, such holder as soon as
practicable after such rights shall have been so exercised, and in any
event no later than five (5) business days after such exercise. In the
case of a dispute as to the determination of the Warrant Exercise
Price or the Average Market Price of a security or the arithmetic
calculation of the Warrant Shares, the Company shall promptly issue to
the holder the number of shares of Common Stock that is not disputed
and shall submit the disputed determinations or arithmetic
calculations to the holder via facsimile within one (1) day of receipt
of the holder's subscription notice. If the holder and the Company are
unable to agree upon the determination of the Warrant Exercise Price
or Average Market Price or arithmetic calculation of
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the Warrant Shares within one (1) business day of such disputed
determination or arithmetic calculation being submitted to the holder,
then the Company shall immediately submit via facsimile (i) the
disputed determination of the Warrant Exercise Price or the Average
Market Price to an independent, reputable investment banking firm or
(ii) the disputed arithmetic calculation of the Warrant Shares to its
independent, outside accountant. The Company shall cause the
investment banking firm or the accountant, as the case may be, to
perform the determinations or calculations and notify the Company and
the holder of the results no later than forty-eight (48) hours from
the time it receives the disputed determinations or calculations. Such
investment bank's or accountant's determination or calculation, as the
case may be, shall be deemed conclusive absent manifest error.
(d) Unless the rights represented by this Warrant shall have
expired or shall have been fully exercised, the Company shall, as soon
as practicable and in any event no later than five (5) business days
after any exercise and at its own expense, issue a new Warrant
identical in all respects to the Warrant exercised except (i) it shall
represent rights to purchase the number of Warrant Shares purchasable
immediately prior to such exercise under the Warrant exercised, less
the number of Warrant Shares with respect to which such Warrant is
exercised, and (ii) the holder thereof shall be deemed for all
corporate purposes to have become the holder of record of such Warrant
Shares immediately prior to the close of business on the date on which
the Warrant is surrendered and payment of the amount due in respect of
such exercise and any applicable taxes is made, irrespective of the
date of delivery of certificates evidencing such Warrant Shares,
except that, if the date of such surrender and payment is a date when
the stock transfer books of the Company are properly closed, such
person shall be deemed to have become the holder of such Warrant
Shares at the opening of business on the next succeeding date on which
the stock transfer books are open.
(e) No fractional shares of Common Stock are to be issued upon
the exercise of this Warrant, but rather the number of shares of
Common Stock issued upon exercise of this Warrant shall be rounded up
or down to the nearest whole number.
(f) If the Company shall fail for any reason or for no reason to
issue to a holder within five (5) business days after the time
required hereunder, a certificate for the number of shares of Common
Stock to which the holder is entitled upon the holder's exercise of
this Warrant or a new Warrant for the number of shares of Common Stock
to which such holder is entitled pursuant to Section 2(b) hereof, the
Company shall, in addition to any other remedies under this Agreement
or otherwise available to such holder including any indemnification
pursuant to Section 8 of Securities Purchase Agreement, pay as
additional damages in cash to such holder for each day such issuance
is not timely effected after the fifth (5th) business day following
the time required under this Section 2, an amount equal to 0.1% of the
product of (x) the number of shares of Common Stock not issued to the
holder and the number of shares of Common Stock represented by the new
Warrant not issued to the holder, on a timely basis and to which such
holder is entitled hereunder and (y) the Closing Bid Price (as defined
in the Adjustable Warrant) of the Common Stock on the last possible
date which the Company could have issued such new Warrant or shares of
Common Stock to such holder without violating this Section 2.
Section 3. Covenants as to Common Stock. The Company hereby covenants
and agrees as follows:
(a) This Warrant is, and any Share Warrants issued in
substitution for or replacement of this Warrant will upon issuance be,
duly authorized and validly issued.
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(b) All Warrant Shares which may be issued upon the exercise of
the rights represented by this Warrant will, upon issuance, be validly
issued, fully paid and nonassessable and free from all taxes, liens
and charges with respect to the issue thereof.
(c) During the period within which the rights represented by this
Warrant may be exercised, the Company will at all times have
authorized and reserved at least the number of shares of Common Stock
needed to provide for the exercise of the rights then represented by
this Warrant and the par value of said shares will at all times be
less than or equal to the applicable Warrant Exercise Price.
(d) The Company shall promptly secure the listing of the shares
of Common Stock issuable upon exercise of this Warrant upon each
national securities exchange or automated quotation system, if any,
upon which shares of Common Stock are then listed (subject to official
notice of issuance upon exercise of this Warrant) and shall maintain,
so long as any other shares of Common Stock shall be so listed, such
listing of all shares of Common Stock from time to time issuable upon
the exercise of this Warrant; and the Company shall so list on each
national securities exchange or automated quotation system, as the
case may be, and shall maintain such listing of, any other shares of
capital stock of the Company issuable upon the exercise of this
Warrant if and so long as any shares of the same class shall be listed
on such national securities exchange or automated quotation system.
(e) The Company will not, by amendment of its Certificate of
Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities, or
any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed by it
hereunder, but will at all times in good faith assist in the carrying
out of all the provisions of this Warrant and in the taking of all
such action as may reasonably be requested by the holder of this
Warrant in order to protect the exercise privilege of the holder of
this Warrant against dilution or other impairment, consistent with the
tenor and purpose of this Warrant. Without limiting the generality of
the foregoing, the Company (i) will not increase the par value of any
shares of Common Stock receivable upon the exercise of this Warrant
above the Exercise Price then in effect, and (ii) will take all such
actions as may be necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable shares of
Common Stock upon the exercise of this Warrant.
(f) This Warrant will be binding upon any entity succeeding to
the Company by merger, consolidation or acquisition of all or
substantially all of the Company's assets.
Section 4. Taxes. The Company shall not be required to pay any tax or
taxes attributable to the initial issuance of the Warrant Shares or any
permitted transfer involved in the issue or delivery of any certificates for
Warrant Shares in a name other than that of the registered holder hereof or upon
any permitted transfer of this Warrant.
Section 5. Warrant Holder Not Deemed a Stockholder. Except as
otherwise specifically provided herein, no holder, as such, of this Warrant
shall be entitled to vote or receive dividends or be deemed the holder of shares
of the Company for any purpose, nor shall anything contained in this Warrant be
construed to confer upon the holder hereof, as such, any of the rights of a
stockholder of the Company or any right to vote, give or withhold consent to any
corporate action (whether any reorganization, issue of stock, reclassification
of stock, consolidation, merger, conveyance or otherwise), receive notice of
meetings, receive dividends or subscription rights, or otherwise, prior to the
issuance to the holder of this
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Warrant of the Warrant Shares which he or she is then entitled to receive upon
the due exercise of this Warrant. In addition, nothing contained in this Warrant
shall be construed as imposing any liabilities on such holder to purchase any
securities or as a stockholder of the Company, whether such liabilities are
asserted by the Company or by creditors of the Company. Notwithstanding this
Section 5, the Company will provide the holder of this Warrant with copies of
the same notices and other information given to the stockholders of the Company
generally, contemporaneously with the giving thereof to the stockholders.
Section 6. Representations of Holder. The holder of this Warrant, by
the acceptance hereof, represents that it is acquiring this Warrant and the
Warrant Shares for its own account for investment and not with a view to, or for
sale in connection with, any distribution hereof or of any of the shares of
Common Stock or other securities issuable upon the exercise thereof, and not
with any present intention of distributing any of the same. The holder of this
Warrant further represents, by acceptance hereof, that, as of this date, such
holder is an "ACCREDITED INVESTOR" as such term is defined in Rule 501(a)(1) of
Regulation D promulgated by the Securities and Exchange Commission under the
Securities Act (an "ACCREDITED INVESTOR"). Upon exercise of this Warrant, the
holder shall, if requested by the Company, confirm in writing, in a form
satisfactory to the Company, that the Warrant Shares so purchased are being
acquired solely for the holder's own account and not as a nominee for any other
party, for investment, and not with a view toward distribution or resale and
that such holder is an Accredited Investor. If such holder cannot make such
representations because they would be factually incorrect, it shall be a
condition to such holder's exercise of the Warrant that the Company receive such
other representations as the Company considers reasonably necessary to assure
the Company that the issuance of its securities upon exercise of the Warrant
shall not violate any United States or state securities laws.
Section 7. Ownership and Transfer.
(a) The Company shall maintain at its principal executive offices
(or such other office or agency of the Company as it may designate by
notice to the holder hereof), a register for this Warrant, in which
the Company shall record the name and address of the person in whose
name this Warrant has been issued, as well as the name and address of
each transferee. The Company may treat the person in whose name any
Warrant is registered on the register as the owner and holder thereof
for all purposes, notwithstanding any notice to the contrary, but in
all events recognizing any transfers made in accordance with the terms
of this Warrant.
(b) This Warrant and the rights granted to the holder hereof are
transferable, in whole or in part, upon surrender of this Warrant,
together with a properly executed warrant power in the form of Exhibit
B attached hereto; provided, however, that any transfer or assignment
shall be subject to the conditions set forth in Section 7(c) below.
(c) The holder of this Warrant understands that this Warrant has
not been and is not expected to be, registered under the Securities
Act or any state securities laws, and may not be offered for sale,
sold, assigned or transferred unless (a) subsequently registered
thereunder, or (b) such holder shall have delivered to the Company an
opinion of counsel, reasonably satisfactory in form, scope and
substance to the Company, to the effect that the securities to be
sold, assigned or transferred may be sold, assigned or transferred
pursuant to an exemption from such registration; (i) any sale of such
securities made in reliance on Rule 144 promulgated under the
Securities Act may be made only in accordance with the terms of said
Rule and further, if said Rule is not applicable, any resale of such
securities under circumstances in which the seller (or the person
through whom the sale is made) may be deemed to be an underwriter (as
that term is defined in the Securities Act) may require compliance
with some other exemption under the Securities Act or the rules and
regulations of the Securities and Exchange Commission thereunder; and
(ii)
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neither the Company nor any other person is under any obligation to
register the Deebenture Share Warrants under the Securities Act or any
state securities laws or to comply with the terms and conditions of
any exemption thereunder.
(d) The Company is obligated to register the Warrant Shares for
resale under the Securities Act pursuant to the Placement Agency
Agreement dated as of June 12, 2000, between the Company and the
Agent. The initial Holder of this Warrant (and certain assignees
thereof) shall be entitled to the rights and remedies of the
Registration Rights Agreement for the inclusion of such Warrant Shares
in the Registration Statement to be filed by the Company pursuant to
the Registration Rights Agreement dated as of June 12, 2000, between
and among the Company and the Buyers listed in the signature page
hereto (the "REGISTRATION RIGHTS AGREEMENT").
Section 8. Adjustment of Warrant Exercise Price. In order to prevent
dilution of the rights granted under this Warrant, the Warrant
Exercise Price shall be adjusted from time to time as follows:
(a) Adjustment of Warrant Exercise Price upon Subdivision or
Combination of Common Stock. If the Company at any time after the date
of issuance of this Warrant, subdivides (by any stock split, stock
dividend, recapitalization or otherwise) one or more classes of its
outstanding shares of Common Stock into a greater number of shares,
the Warrant Exercise Price in effect immediately prior to such
subdivision will be proportionately reduced and the number of shares
of Common Stock obtainable upon exercise of this Warrant will be
proportionately increased. If the Company at any time after the date
of issuance of this Warrant combines (by combination, reverse stock
split or otherwise) one or more classes of its outstanding shares of
Common Stock into a smaller number of shares, the Warrant Exercise
Price in effect immediately prior to such combination will be
proportionately increased and the number of shares of Common Stock
obtainable upon exercise of this Warrant will be proportionately
decreased.
(b) Reorganization, Reclassification, Consolidation, Merger or
Sale. Any recapitalization, reorganization, reclassification,
consolidation, merger, sale of all or substantially all of the
Company's assets to another Person (as defined below) or other similar
transaction which is effected in such a way that holders of Common
Stock are entitled to receive (either directly or upon subsequent
liquidation) stock, securities or assets with respect to or in
exchange for Common Stock is referred to herein as "ORGANIC CHANGE."
Prior to the consummation of any Organic Change, the Company will make
appropriate provision (in form and substance satisfactory to the
holders of the Share Warrants representing a majority of the shares of
Common Stock issuable upon exercise of such Share Warrants then
outstanding) to insure that each of the holders of the Share Warrants
will thereafter have the right to acquire and receive in lieu of or in
addition to (as the case may be) the shares of Common Stock
immediately theretofore acquirable and receivable upon the exercise of
such holder's Share Warrants, such shares of stock, securities or
assets as may be issued or payable with respect to or in exchange for
the number of shares of Common Stock immediately theretofore
acquirable and receivable upon the exercise of such holder's Share
Warrants had such Organic Change not taken place. In any such case,
the Company will make appropriate provision (in form and substance
satisfactory to the holders of the Share Warrants representing a
majority of the shares of Common Stock issuable upon exercise of such
Share Warrants then outstanding) with respect to such holders' rights
and interests to insure that the provisions of this Section 8 and
Section 9 below will thereafter be applicable to the Share Warrants.
The Company will not effect any such consolidation, merger or sale,
unless prior to the consummation thereof, the successor entity (if
other than the Company) resulting from consolidation or merger or the
entity purchasing such assets assumes,
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by written instrument (in form and substance satisfactory to the
holders of Share Warrants representing a majority of shares of Common
Stock issuable upon exercise of the Share Warrants then outstanding),
the obligation to deliver to each holder of Share Warrants such shares
of stock, securities or assets as, in accordance with the foregoing
provisions, such holder may be entitled to acquire.
(c) Notices.
(i) Immediately upon any adjustment of the Warrant Exercise
Price, the Company will give written notice thereof to the holder
of this Warrant, setting forth in reasonable detail and
certifying the calculation of such adjustment.
(ii) The Company will give written notice to the holder of
this Warrant at least twenty (20) days prior to the date on which
the Company closes its books or takes a record (A) with respect
to any dividend or distribution upon the Common Stock, (B) with
respect to any pro rata subscription offer to holders of Common
Stock or (C) for determining rights to vote with respect to any
Organic Change, dissolution or liquidation, except that in no
event shall such notice be provided to such holder prior to such
information being made known to the public.
(iii) The Company will also give written notice to the
holder of this Warrant at least twenty (20) days prior to the
date on which any Organic Change, dissolution or liquidation will
take place.
Section 9. Purchase Rights. If at any time the Company grants, issues
or sells any Options, Convertible Securities or rights to purchase stock,
warrants, securities or other property pro rata to the record holders of any
class of Common Stock (the "PURCHASE RIGHTS"), then the holder of this Warrant
will be entitled to acquire, upon the terms applicable to such Purchase Rights,
the aggregate Purchase Rights which such holder could have acquired if such
holder had held the number of shares of Common Stock acquirable upon complete
exercise of this Warrant immediately before the date on which a record is taken
for the grant, issuance or sale of such Purchase Rights, or, if no such record
is taken, the date as of which the record holders of Common Stock are to be
determined for the grant, issue or sale of such Purchase Rights.
Section 10. Lost, Stolen, Mutilated or Destroyed Warrant. If this
Warrant is lost, stolen, mutilated or destroyed, the Company shall, on receipt
of an indemnification undertaking, issue a new Warrant of like denomination and
tenor as the Warrant so lost, stolen, mutilated or destroyed.
Section 11. Notice. Any notices, consents, waivers, or other
communications required or permitted to be given under the terms of this Warrant
must be in writing and will be deemed to have been delivered (i) upon receipt,
when delivered personally; (ii) upon receipt, when sent by facsimile, provided a
copy is mailed by U.S. certified mail, return receipt requested; (iii) three (3)
days after being sent by U.S. certified mail, return receipt requested; or (iv)
one (1) day after deposit with a nationally recognized overnight delivery
service, in each case properly addressed to the party to receive the same. The
addresses and facsimile numbers for such communications shall be:
If to the Company: Popmail.com, Inc.
Suite 350
1333 Corporate Drive
9
Irving, Texas 75038
Facsimile Number: (972) 550-5581
If to a holder of this Warrant, to it at the address set forth
below such holder's signature on the signature page hereof.
Each party shall provide five (5) days' prior written notice to the other party
of any change in address or facsimile number.
Section 12. Miscellaneous. This Warrant and any term hereof may be
changed, waived, discharged, or terminated only by an instrument in writing
signed by the party or holder hereof against which enforcement of such change,
waiver, discharge or termination is sought. The headings in this Warrant are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof. This Warrant shall be governed by and interpreted under the laws
of the State of New York.
Section 13. Date. The date of this Warrant is as of June 12, 2000.
This Warrant, in all events, shall be wholly void and of no effect after the
close of business on the Expiration Date, except that notwithstanding any other
provisions hereof, the provisions of Section 7 shall continue in full force and
effect after such date as to any Warrant Shares or other securities issued upon
the exercise of this Warrant.
* * * *
POPMAIL.COM, INC.
By:
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Name:
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President and Chief Executive Officer
ACCEPTED:
J.P. CAREY SECURITIES, INC.
By:
--------------------------
Name:
------------------------
Title:
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EXHIBIT A TO WARRANT
SUBSCRIPTION FORM
TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT
POPMAIL.COM, INC.
The undersigned hereby exercises the right to purchase the number of
Warrant Shares covered by this Warrant specified below according to the
conditions thereof and herewith makes payment therefor in the amount of
$ , the Aggregate Exercise Price of such Warrant Shares in
full, and requests that such Warrant Shares be issued in the name of:
[HOLDER]
Dated:
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By:
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Name:
-----------------------------------------
Title:
-----------------------------------------
Address
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Number of Warrant Shares
Being Purchased:
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EXHIBIT B TO WARRANT
FORM OF WARRANT POWER
FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to
Federal
Identification No. , a warrant to purchase
shares of the capital stock of POPMAIL.COM, INC., a Nevada corporation,
represented by warrant certificate No. , standing in the name of the
undersigned on the books of said corporation. The undersigned does hereby
irrevocably constitute and appoint ,
attorney to transfer the warrants of said corporation, with full power of
substitution in the premises.
Dated:
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By:
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Its:
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EXHIBIT C
FORM OF COMPANY COUNSEL OPINION
Attached hereto.