EXHIBIT 4.2
NO. WARRANTS
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Initial Date: February 29, 2000
Warrants to Purchase Common Stock of Zeros & Ones, Inc.
Zeros & Ones, Inc., a Nevada corporation (hereinafter called the "Company"),
for value received, hereby certifies that
or registered assigns, is the owner of the number of Warrants set forth above,
each of which represents the right, at any time commencing on the Initial Date
(the "Initial Date") first above written and ending on or before 5:00 p.m., Los
Angeles time, on December 31, 2002, on which date such Warrants expire,
initially to purchase one share of Common Stock, no par value per share, of the
Company (hereinafter called the "Common Stock") at the price of $1.83 per share
(the "Warrant Price"), subject to adjustment and to the terms of this Warrant.
Each such purchase is deemed effective only upon surrender of this Warrant to
the Company at its office with the form of Election to Exercise duly filled in
and signed, and upon payment in full to the Company of the Warrant Price (i) in
cash or (ii) by certified or official bank check. This Warrant may only be
exercised in conjunction with other Warrants such that only full shares of
Common Stock are issued upon the simultaneous exercise of all such Warrants.
The Warrant Price and, at the Company's option, either (y) the number of
shares of Common Stock purchasable on the exercise of each Warrant or (z) the
number of Warrants outstanding (i.e. the Company must choose one of the
options), are subject to proportionate adjustment in the event of a
recapitalization, reorganization, stock split, reverse stock split, or similar
transaction. In the event the Company elects to adjust the number of Warrants
outstanding rather than the number of shares of Common Stock purchasable on the
exercise of each Warrant, the Company will distribute to registered holders of
Warrant Certificates either Warrant Certificates representing any additional
Warrants issuable pursuant to the adjustment or substitute Warrant Certificates
to replace all outstanding Warrant Certificates.
The Company shall not be required upon the exercise of the Warrants, or
upon any adjustment, to issue fractions of shares of Common Stock, to distribute
stock certificates that evidence fractional shares of Common Stock, or to issue
Warrant Certificates representing fractional Warrants, but shall make
adjustments in cash for any fraction of a share or Warrant. If the Warrants
represented by this Warrant Certificate are exercised in part, the registered
holder hereof shall be entitled to receive, upon surrender hereof, another
Warrant Certificate for the balance of the number of whole Warrants not
exercised as provided in the Warrant Agreement.
This Warrant Certificate may be exchanged or transferred either separately
or in combination with other Warrant Certificates at the Company's office for
new Warrant Certificates representing the same aggregate number of Warrants as
were evidenced by the Warrant Certificate exchanged, upon surrender of this
Warrant Certificate and upon compliance with the conditions of this Warrant.
Upon any such transfer, a new Warrant Certificate or new Warrant
Certificates of different denominations, representing in the aggregate a like
number of Warrants, will be issued to the transferee. Every holder of Warrants,
by accepting this Warrant Certificate, consents and agrees with the Company and
with every subsequent holder of this Warrant Certificate, that until due
presentation for the registration of transfer of this Warrant Certificate on the
Warrant Register maintained by the Company, the Company may treat the person in
whose name this Warrant Certificate is registered as the absolute and lawful
owner for all purposes whatsoever and the Company shall not be affected by any
notice to the contrary.
Nothing contained in this Warrant Certificate shall be construed as
conferring on the holder of any Warrants or his transferee any rights whatsoever
as a shareholder of the Company.
This Warrant Certificate shall be deemed a contract made under the laws of
the State of California and for all purposes shall be construed in accordance
with the laws of the State of California without giving effect to the principles
of conflicts of laws thereof.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed under its corporate seal.
[CORPORATE SEAL]
Dated: February 29, 2000 ZEROS & ONES, INC.
By: /s/ XXXXXX X. XXXXX By: /s/ XXXXX XXXXXXXX
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Xxxxxx X. Xxxxx, Chairman Xxxxx Xxxxxxxx, Chief Executive
& President Officer
