EXHIBIT 3(a)
CUSIP
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THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED UNDER AND ARE
GOVERNED BY AND ARE SUBJECT TO THAT CERTAIN WARRANT AGREEMENT, DATED AS OF ,
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2002, A COPY OF SUCH WARRANT AGREEMENT WILL BE FURNISHED BY THE COMPANY TO THE
HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.
REDEEMABLE COMMON STOCK PURCHASE CLASS A WARRANT
SEARCHHELP, INC.
VOID AFTER DECEMBER 31, 2007
No. Shares
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THIS CERTIFIES that, for value received, (including
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any permitted transferee, the "Holder"), is entitled to subscribe for and
purchase from SearchHelp, Inc., a Delaware corporation (the "Company"), upon the
terms and conditions set forth herein, at any time from the date hereof to any
time before 5:00 P.M. on December 31, 2007, New York, New York time (the
"Exercise Period"), the number of shares specified above of the Company's common
stock, $0.0001 par value per share (the "Common Stock"), at an exercise price
equal to $.75 per Share (the "Exercise Price"). As used herein, the term "this
Warrant" shall mean and include this Warrant and any Warrant or Warrants
hereafter issued as a consequence of the exercise or transfer of this Warrant in
whole or in part.
This Warrant may be exercised during the Exercise Period, as to the whole
or any lesser number of whole shares of common stock of the Company (the
"Shares"), by the surrender of this Warrant (with the executed form of election
to purchase attached hereto) to the Company, or at such other place as is
designated in writing by the Company, together with cash or a certified or bank
cashier's check payable to the order of the Company in an amount equal to the
Exercise Price multiplied by the number of Shares for which this Warrant is
being exercised, plus transfer taxes, if any.
Upon each exercise of the Holder's rights to purchase Shares, the Holder
shall be deemed to be the holder of record of the Shares issuable upon such
exercise, notwithstanding that the transfer books of the Company shall then be
closed or certificates representing such Shares shall not then have been
actually delivered to the Holder. As soon as practicable after each such
exercise of this Warrant, the Company shall issue and deliver to the Holder a
certificate or certificates for the Shares issuable upon such exercise,
registered in the name of the Holder or its designee. If this Warrant should be
exercised in part only, the Company shall, upon surrender of this Warrant for
cancellation, execute and deliver a new Warrant evidencing the right of the
Holder to purchase the balance of the Shares (or portions thereof) subject to
purchase hereunder.
The Company may, subject to the conditions set forth in the Warrant
Agreement, redeem this Warrant at any time, by providing the Holder with the
time, manner and place of redemption by first class or registered mail, postage
prepaid, at the address for such Holder last shown on the records of the
transfer agent, given within thirty (30) days, after the occurrence of a
"Redemption Event". A Redemption Event shall be the fifth consecutive trading
day upon which the Common Stock has been trading at $1.50 per share, determined
by taking the average between the "bid" and the "ask" price of the Common Stock
on each such day, at a price of $.001 per number of Shares which may be
purchased by this Warrant, plus any dividends declared but unpaid thereon,
subject to appropriate adjustment in the event of any stock dividend, stock
split, combination or other similar recapitalization affecting such shares.
Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction, or mutilation of this Warrant (and upon surrender of any Warrant if
mutilated), including an affidavit of the Holder that this Warrant has been
lost, stolen, destroyed or mutilated, together with an indemnity against any
claim that may be made against the Company on account of such lost, stolen,
destroyed or mutilated Warrant, and upon reimbursement of the Company's
reasonable incidental expenses, the Company shall execute and deliver to the
Holder a new Warrant of like date, tenor, and denomination.
The Holder of this Warrant shall not be entitled to any rights of a
stockholder of the Company, including without limitation, the right to vote, to
receive dividends and other distributions, or to attend or receive any notice of
meetings of stockholders or any other proceedings of the Company, except as
provided in the Warrant Agreement.
This Warrant is issued under and in accordance with the Warrant Agreement
dated as of , 2002 between the Company and American Stock Transfer &
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Trust Company (the "Warrant Agreement") and subject to the terms and provisions
contained in said Warrant Agreement, to all of which terms and provisions the
Holder consents by acceptance hereof. Any capitalized terms not defined in this
Warrant shall have the meaning attributed to them in the Warrant Agreement.
This Warrant shall be construed in accordance with the laws of the State of
New York applicable to contracts made and performed within such State, without
giving effect to conflicts of law principles.
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This Warrant may be amended only by a written instrument executed by the
Company and the Holder hereof. Any amendment shall be endorsed upon this
Warrant, and all future Holders shall be bound thereby.
Dated:
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SEARCHHELP, INC.
By:
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Name: Xxxxxxx Xxxxxxxx
Title: President
[Seal]
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Xxxxxx Xxxxxx, Secretary
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FORM OF ASSIGNMENT
(To be executed by the registered holder if such holder desires to transfer the
attached Warrant.)
FOR VALUE RECEIVED, hereby sells, assigns, and
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transfers unto
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(Print Name, Address and Social Security Number or Tax Identification Number)
a Warrant to purchase shares of Common Stock, par value $0.0001 per
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share, of SearchHelp, Inc. (the "Company"), together with all right, title, and
interest therein, and does hereby irrevocably constitute and appoint
attorney to transfer such Warrant on the books of
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the Company, with full power of substitution.
Dated:
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(Signature)
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(Signature Guarantee)
NOTICE
The signature on the foregoing Assignment must correspond to the name as
written upon the face of this Warrant in every particular, without alteration or
enlargement or any change whatsoever.
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To: SearchHelp, Inc.
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
ELECTION TO EXERCISE
The undersigned hereby exercises his or its rights to purchase
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Shares covered by the within Warrant and tenders payment herewith in the amount
of $ in accordance with the terms thereof, and requests that
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certificates for such securities be issued in the name of, and delivered to:
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(Print Name, Address and Social Security Number or Tax Identification Number)
and, if such number of Shares shall not be all the Shares covered by the within
Warrant, that a new Warrant for the balance of the Shares covered by the within
Warrant be registered in the name of, and delivered to, the undersigned at the
address stated below.
Dated:
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Name:
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(Print)
Address:
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(Signature)
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(Signature Guarantee)
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