October 17, 2007
EXHIBIT
10.1
October
17, 2007
Debt
Resolve, Inc.
000
Xxxxxxxxxxx Xxxxxx, Xxxxx X0
Xxxxx
Xxxxxx, Xxx Xxxx 00000
Gentlemen:
This
letter agreement sets forth the terms and conditions under which Xx. Xxxxxxx
X.
Xxxxxx (“Lender”), agrees to provide a $275,000 line of credit to Debt Resolve,
Inc., a Delaware corporation ("Debt Resolve").
1. Line
of Credit.
(a) Subject
to the terms and conditions hereof and the Non-Negotiable Promissory Note of
even date herewith made by Debt Resolve in favor of Lender (the "Note"), the
form of which is attached hereto as Exhibit A, Lender agrees from time to time
to make loans (each, a "Loan") to Debt Resolve up to a maximum aggregate amount
of $275,000. Debt Resolve shall use the proceeds of each Loan for its working
capital needs, including to support the operations of Debt Resolve’s
debt-collection subsidiary, First Performance Corporation. Interest on the
outstanding principal amount of the Note shall be at a rate of twelve percent
(12%) per annum, as more fully set forth in the Note.
(b) By
written request to Lender, accompanied by a description of the use(s) of such
loan proceeds, Debt Resolve may from time to time request that Lender make
a
Loan in the amount specified therein and Lender will make such Loan. Subject
to
Lender's review and approval of the written request, Lender shall disburse
the
amount of the Loan requested by wire transfer in immediately available funds
to
an account or accounts designated in writing by Debt Resolve, or by check if
mutually agreed, within two (2) business days following Debt Resolve's written
request. Each such request for a Loan shall constitute Debt Resolve's
representation and warranty to Lender that no Event of Default (as such term
is
defined in the Note) exists at such time, or would occur after giving effect
to
any such Loan.
(c) Except
as
otherwise provided in Section 2 below, by not less than thirty (30) days’
written notice to Debt Resolve, Lender may demand that payment of the entire
principal balance then outstanding of the Note, together with accrued interest,
be made on any date after the date hereof, and Debt Resolve will pay the entire
amount thereof in cash on such date. The Note may, at the option of Debt
Resolve, be prepaid at any time in whole or in part, without premium or penalty.
2. Mandatory
Payments.
During
the term of the Note, Debt Resolve will pay, in whole or in part, the principal
balance then outstanding of the Note, together with accrued interest, with
the
cash proceeds from the issuance of any note, bond, debenture, evidence of
indebtedness, share of capital stock or any other security ("securities"),
other
than working capital financing or secured financing of assets in the ordinary
course of business, issued by Debt Resolve after the date hereof (a
"Financing").
3. Change
in Control.
A
Change in Control (as defined below) during the term of the Note shall be
considered an Event of Default, in which case Debt Resolve shall be required,
unless waived by Lender in whole or in part, to pay the entire principal balance
then outstanding of the Note, together with accrued interest, on or within
ten
(10) days following the Change in Control. A "Change in Control" shall be deemed
to have occurred when (a) a third person, including a "group," as such term
is
defined in Section 13(d)(3) of the Securities Exchange Act of 1934, other than
Lender or its affiliates, becomes (other than as a result of a purchase from
Debt Resolve) the beneficial owner of shares of Debt Resolve having 50% or
more
of the total number of votes that may be cast for the election of directors
of
Debt Resolve and such beneficial owner continues for five consecutive days,
or
(b) as a result of, or in connection with, any cash tender or exchange offer,
merger or other business combination, sale of assets or contested election
or
any combination of the foregoing transactions, the persons who were directors
of
Debt Resolve before such transaction shall cease for any reason to constitute
at
least a majority of the Board of Directors of Debt Resolve or any
successor.
4. Representations.
Each of
the parties hereto represents severally and as to itself only that this letter
agreement has been duly authorized, executed and delivered by it and, assuming
the due authorization, execution and delivery of this letter agreement by the
other party hereto, constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms, except to the extent that
enforceability (x) may be limited by bankruptcy, insolvency or other similar
laws affecting or relating to the enforcement of creditors' rights generally
and
(y) is subject to general principles of equity (whether such enforceability
is
considered in a proceeding in equity or at law).
5. Notices.
All
notices, requests and demands to or upon Debt Resolve or Lender to be effective
shall be in writing and shall be deemed to have been duly given or made when
delivered by hand, or when sent by certified mail, postage prepaid, addressed
as
follows or to such other address as may hereafter be notified by the respective
parties hereto:
Debt Resolve: |
000
Xxxxxxxxxxx Xxxxxx, Xxxxx X0
Xxxxx
Xxxxxx, Xxx Xxxx 00000
Attn:
Xx. Xxxxxxx Xxxx, President
|
Lender: |
000
Xxxxxxxxxxx Xxxxxx, Xxxxx X0
Xxxxx
Xxxxxx, Xxx Xxxx 00000
Attn:
Xx. Xxxxxxx X.
Xxxxxx
|
6. Miscellaneous.
This
letter agreement and the Note represent the entire agreement and understanding
between Lender and Debt Resolve with respect to the subject matter hereof.
This
letter agreement and the Note may not be amended except by an instrument in
writing executed by Lender and Debt Resolve. This letter agreement shall be
governed by and construed in accordance with the laws of the State of New York,
without giving effect to its choice of law rules. This letter agreement may
be
executed in counterparts.
7. Warrant.
The Company shall, within seven (7) days from the date hereof, issue to the
Lender a warrant (in the form attached hereto as Exhibit A) to purchase up
to
137,500 shares of the Company’s common stock, at an exercise price of $2.00 per
share.
2
If
the
foregoing correctly sets forth our agreement, please acknowledge your acceptance
of the terms of this letter agreement by signing and returning a copy of this
letter agreement and the Note to the undersigned.
Very truly yours, | ||
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By: | /s/ Xxxxxxx X. Xxxxxx | |
Xxxxxxx X. Xxxxxx | ||
Agreed
and Accepted
this
October 17, 2007
By:
/s/
Xxxxx X. Xxxxxxxxx
Xxxxx
X.
Xxxxxxxxx
Chief
Executive Officer
3
EXHIBIT
A--NON-NEGOTIABLE PROMISSORY NOTE
Dated:
October 17, 2007
FOR
VALUE
RECEIVED, the undersigned, DEBT RESOLVE, INC., a Delaware corporation ("Debt
Resolve"), promises to pay to Xxxxxxx X. Xxxxxx ("Lender"), at the offices of
Debt Resolve, or at such commercial bank within the United States of America
as
Lender may designate to Debt Resolve from time to time, in lawful money of
the
United States of America and in immediately available funds, the outstanding
amount of all loans made by Lender to Debt Resolve from time to time in
accordance with the provisions hereof. Debt Resolve further agrees to pay
interest in like money at such office or commercial bank on the unpaid aggregate
principal amount hereof at a rate equal to twelve percent (12%) per annum.
1. Principal
and interest shall be due and payable in the manner set forth
below:
(a) Accrued
interest on the unpaid principal amount hereof shall be paid monthly in cash;
(b) Debt
Resolve will pay, in whole or in part, the principal balance then outstanding
of
this Note, together with accrued interest, on or within two (2) days after
each
date Debt Resolve receives cash proceeds of a Financing, as such term is defined
in the letter agreement of even date herewith between Debt Resolve and Lender
(the "Letter Agreement").
(c) By
not
less than thirty (30) days’ written notice to Debt Resolve, Lender may demand
that payment of the entire principal balance then outstanding of this Note,
together with accrued interest, be made on any date after the date hereof,
and
Debt Resolve will pay the entire amount thereof in cash on such date.
(d) All
payments (including prepayments) made hereunder shall be applied first to the
payment of accrued and unpaid interest, with the balance remaining applied
to
the payment of the unpaid principal balance of this Note.
(e) This
Note
may, at the option of Debt Resolve, be prepaid at any time in whole or in part,
without premium or penalty.
2. Debt
Resolve is borrowing the principal sum of this Note pursuant to the Letter
Agreement, the terms of which are incorporated herein by reference and supersede
the terms of this Note in the event of any conflict. This Note shall be
non-negotiable.
3. [Section
Intentionally Omitted.]
4. Lender
is
authorized to record the date and amount of each loan made by it and the date
and amount of each payment, prepayment or reduction of the principal amount
hereof on the schedule annexed hereto and made a part hereof, and any such
recordation shall constitute prima
facie
evidence
of the accuracy of the information so recorded.
4
5. Notwithstanding
any provision to the contrary contained in this Note, it is expressly agreed
that the entire principal amount outstanding at any time under this Note, and
all accrued and unpaid interest, shall immediately become due and payable
(without demand for payment, notice of non-payment, presentment, notice of
dishonor, protest, notice of protest or any other notice, all of which are
hereby expressly waived by Debt Resolve):
(a) upon
the
default in the payment of any interest or principal due under this Note, which
default continues uncured for a period of ten (10) days;
(b) if
Debt
Resolve shall make an assignment for the benefit of creditors; or shall admit
in
writing its inability to pay its debts; or if a receiver or trustee shall be
appointed for Debt Resolve or for substantially all of its assets and, if
appointed without its consent, such appointment is not discharged or stayed
within thirty (30) days; or if proceedings under any law relating to bankruptcy,
insolvency or the reorganization or relief of debtors are instituted by or
against the Debt Resolve and, if contested by it, are not dismissed or stayed
within thirty (30) days; or if any writ of attachment or execution or any
similar process is issued or levied against Debt Resolve or any significant
part
of its property and is not released, stayed, bonded or vacated within thirty
(30) days after its issue or levy; or if Debt Resolve takes corporate action
in
furtherance of any of the foregoing;
(c) [Section
Intentionally Omitted]
(d) after
a
Change in Control, as provided, and as such term is defined, in the Letter
Agreement (each, an "Event of Default"); or
(e) any
event
of default which results in the acceleration of indebtedness of Debt Resolve
to
any other person under any note, indenture, agreement or undertaking and that
is
not cured within thirty (30) days.
5. All
notices, requests and demands to or upon Debt Resolve or Lender to be effective
shall be in writing and shall be deemed to have been duly given or made when
delivered by hand, or when sent by certified mail, postage prepaid, addressed
as
follows or to such other address as may hereafter be notified by the respective
parties hereto:
Debt Resolve: |
000
Xxxxxxxxxxx Xxxxxx, Xxxxx X0
Xxxxx
Xxxxxx, Xxx Xxxx 00000
Attn:
Xx. Xxxxx X. Xxxxxxxxx,
Co-Chairman
and Chief Executive
Officer
|
Lender: |
000
Xxxxxxxxxxx Xxxxxx, Xxxxx X0
Xxxxx
Xxxxxx, Xxx Xxxx 00000
Attn:
Xx. Xxxxxxx X.
Xxxxxx
|
No
failure or delay on the part of Lender in exercising any of its rights, powers
or privileges hereunder shall operate as a waiver thereof, nor shall a single
or
partial exercise thereof preclude any other or further exercise of any right,
power or privilege. Debt Resolve hereby waives demand for payment, notice of
non-payment, presentment, notice of dishonor, protest, notice of protest or
any
other notice in connection with the delivery, acceptance, performance or
enforcement of this Note.
5
7. In
case
any one or more Events of Default shall occur and be continuing, Lender may
proceed to protect and enforce its rights by an action at law, suit in equity
or
other appropriate proceeding. Debt Resolve shall pay all reasonable costs of
collection when incurred, including reasonable attorneys' fees.
8. This
Note
shall be governed by and construed in accordance with the laws of the State
of
New York, without giving effect to its choice of law rules.
IN
WITNESS WHEREOF, Debt Resolve has executed this Non-Negotiable Promissory Note
as of the date first above written.
DEBT RESOLVE, INC. | ||
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By: | ||
Xxxxx
X. Xxxxxxxxx
Chief
Executive Officer
|
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6
GRID
PROMISSORY NOTE SCHEDULE
Date
|
Amount
of
Loan
|
Amount
of
Principal
Paid
or
Prepaid
|
Unpaid
Principal
Amount
of
Note
|
Available
Line
of
Credit
|
Notation
Made
By
|
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7
EXHIBIT
B-- FORM OF WARRANT
THE
SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THESE SECURITIES HAVE BEEN
ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE
DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT
AS TO
THESE SECURITIES OR (2) THERE IS AN OPINION OF COUNSEL, SATISFACTORY TO THE
CORPORATION, THAT AN EXEMPTION THEREFROM IS AVAILABLE (PROVIDED THAT NO SUCH
OPINION OF COUNSEL SHALL BE REQUIRED FOR SALES PURSUANT TO RULE 144 UNDER THE
ACT).
DEBT
RESOLVE, INC.
WARRANT
to
Purchase Common Stock
THIS
WARRANT IS TO CERTIFY THAT Xxxxxxx X. Xxxxxx (the “Purchaser"),
is
entitled to purchase from Debt Resolve, Inc., a Delaware corporation (the
"Company"),
137,500 shares of the Company's Common Stock, par value $.001 per share (the
"Common Stock"), at the Exercise Price.
SECTION
1. Certain
Definitions.
As
used
in this Warrant, unless the context otherwise requires:
"Charter"
shall
mean the Certificate of Incorporation of the Company, as in effect from time
to
time.
"Exercise
Price"
shall
mean $2.00 per share of Common Stock, as adjusted from time to time pursuant
to
Section 3 hereof.
"Securities
Act"
shall
mean the Securities Act of 1933, as amended.
"Warrant"
shall
mean this Warrant and all additional or new warrants issued upon division or
combination of, or in substitution for, this Warrant. All such additional or
new
warrants shall at all times be identical as to terms and conditions and date,
except as to the number of shares of Warrant Stock for which they may be
exercised.
"Warrantholder"
shall
mean the Purchaser, as the initial holder of this Warrant, and its nominees,
successors or assigns, including any subsequent holder of this Warrant to whom
it has been legally transferred.
"Warrant
Stock"
shall
mean the shares of the Company's Common Stock purchasable by the holder of
this
Warrant upon the exercise of such Warrant.
8
SECTION
2. Exercise
of Warrant.
(a) At
any
time after the Effective Date (as hereinafter defined) but prior to the date
which is five years next following the Effective Date (the "Expiration Date"),
the Purchaser may at any time and from time to time exercise this Warrant,
in
whole or in part. The “Effective Date” shall mean the date upon which the
Company consummates a public offering of the Common Stock.
(b)(i) The
Warrantholder shall exercise this Warrant by means of delivering to the Company
at its office identified in Section 14 hereof (i) a written notice of exercise,
including the number of shares of Warrant Stock to be delivered pursuant to
such
exercise, (ii) this Warrant and (iii) payment equal to the Exercise Price in
accordance with Section 3(b)(ii). In the event that any exercise shall not
be
for all shares of Warrant Stock purchasable hereunder, a new Warrant registered
in the name of the Warrantholder, of like tenor to this Warrant and for the
remaining shares of Warrant Stock purchasable hereunder, shall be delivered
to
the Warrantholder within ten (10) days of any such exercise. Such notice of
exercise shall be in the Subscription Form set out at the end of this
Warrant.
(ii) The
Warrantholder shall pay the Exercise Price to the Company either by cash,
certified check or wire transfer.
(c) Upon
exercise of this Warrant and delivery of the Subscription Form with proper
payment relating thereto, the Company shall cause to be executed and delivered
to the Warrantholder a certificate or certificates representing the aggregate
number of fully-paid and nonassessable shares of Warrant Stock issuable upon
such exercise.
(d) The
stock
certificate or certificates for Warrant Stock to be delivered in accordance
with
this Section 2 shall be in such denominations as may be specified in said notice
of exercise and shall be registered in the name of the Warrantholder or such
other name or names as shall be designated in said notice. Such certificate
or
certificates shall be deemed to have been issued and the Warrantholder or any
other person so designated to be named therein shall be deemed to have become
the holder of record of such shares, including to the extent permitted by law
the right to vote such shares or to consent or to receive notice as
stockholders, as of the time said notice is delivered to the Company as
aforesaid.
(e) The
Company shall pay all expenses payable in connection with the preparation,
issue
and delivery of stock certificates under this Section 2.
(f) All
shares of Warrant Stock issuable upon the exercise of this Warrant in accordance
with the terms hereof shall be validly issued, fully paid and nonassessable,
and
free from all liens and other encumbrances thereon, other than liens or other
encumbrances created by the Warrantholder.
(g) In
no
event shall any fractional share of Warrant Stock of the Company be issued
upon
any exercise of this Warrant. If, upon any exercise of this Warrant, the
Warrantholder would, except as provided in this paragraph, be entitled to
receive a fractional share of Warrant Stock, then the Company shall either
(a)
deliver in cash to such holder an amount equal to such fractional interest,
or
(b) issue a full share in lieu of such fractional share.
9
SECTION
3. Adjustment
of Exercise Price and Warrant Stock.
(a) If,
at
any time prior to the Expiration Date, the number of outstanding shares of
Common Stock is (i) increased by a stock dividend payable in shares of Warrant
Stock or by a subdivision or split-up of shares of Common Stock, or (ii)
decreased by a combination of shares of Common Stock, then, following the record
date fixed for the determination of holders of Common Stock entitled to receive
the benefits of such stock dividend, subdivision, split-up, or combination,
the
Exercise Price shall be adjusted to a new amount equal to the product of (A)
the
Exercise Price in effect on such record date, and (B) the quotient obtained
by
dividing (x) the number of shares of Warrant Stock into which this Warrant
would
be exercisable on such record date (without giving effect to the event referred
to in the foregoing clause (i) or (ii)), by (y) the number of shares of Warrant
Stock which would be outstanding immediately after the event referred to in
the
foregoing clause (i) or (ii), if this Warrant had been exercised immediately
prior to such record date.
(b) Upon
each
adjustment of the Exercise Price as provided in Section 3(a), the Warrantholder
shall thereafter be entitled to subscribe for and purchase, at the Exercise
Price resulting from such adjustment, the number of shares of Warrant Stock
equal to the product of (i) the number of shares of Warrant Stock into which
this Warrant would be exercisable prior to such adjustment and (ii) the quotient
obtained by dividing (A) the Exercise Price existing prior to such adjustment
by
(B) the new Exercise Price resulting from such adjustment.
SECTION
4. Division
and Combination.
This
Warrant may be divided or combined with other Warrants upon presentation at
the
aforesaid office of the Company, together with a written notice specifying
the
names and denominations in which new Warrants are to be issued, signed by the
Warrantholder or its agent or attorney. The Company shall pay all expenses
in
connection with the preparation, issue and delivery of Warrants under this
Section 4. The Company agrees to maintain at its aforesaid office books for
the
registration of the Warrants.
SECTION
5. Reclassification,
Etc.
In
case
of any reclassification or change of the outstanding Warrant Stock of the
Company (other than as a result of a subdivision, combination or stock
dividend), or in case of any consolidation of the Company with, or merger of
the
Company into, another corporation or other business organization (other than
a
consolidation or merger in which the Company is the continuing corporation
and
which does not result in any reclassification or change of the outstanding
Warrant Stock of the Company) at any time prior to the Expiration Date, then,
as
a condition of such reclassification, reorganization, change, consolidation
or
merger, lawful provision shall be made, and duly executed documents evidencing
the same from the Company or its successor shall be delivered to the
Warrantholder, so that the Warrantholder shall have the right prior to the
Expiration Date to purchase, at a total price not to exceed that payable upon
the exercise of this Warrant, the kind and amount of shares of stock and other
securities and property receivable upon such reclassification, reorganization,
change, consolidation or merger by a holder of the number of shares of Warrant
Stock of the Company which might have been purchased by the Warrantholder
immediately prior to such reclassification, reorganization, change,
consolidation or merger, and in any such case appropriate provisions shall
be
made with respect to the rights and interest of the Warrantholder to the end
that the provisions hereof (including provisions for the adjustment of the
Exercise Price and of the number of shares purchasable upon exercise of this
Warrant) shall thereafter be applicable in relation to any shares of stock
and
other securities and property thereafter deliverable upon exercise
hereof.
10
SECTION
6. Reservation
and Authorization of Capital Stock.
The
Company shall, at all times on and after the date hereof, reserve and keep
available for issuance such number of its authorized but unissued shares of
Common Stock as will be sufficient to permit the exercise in full of all
outstanding Warrants.
SECTION
7. Rights
of Stockholders.
Nothing
contained herein be construed to confer upon the holder of this Warrant, as
such, any of the rights of a stockholder of the Company or any right to vote
for
the election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action (whether
upon any recapitalization, issuance of stock, reclassification of stock, change
of par value or change of stock to no par value, consolidation, merger,
conveyance, or otherwise) or to receive notice of meetings, or to receive
dividends or subscription rights or otherwise until the Warrant shall have
been
exercised and the certificates representing the Warrant Stock shall have been
issued, as provided herein.
SECTION
8. Stock
and Warrant Books.
The
Company will not at any time, except upon dissolution, liquidation or winding
up, close its stock books or warrant books so as to result in preventing or
delaying the exercise of any Warrant.
SECTION
9. Limitation
of Liability.
No
provisions hereof, in the absence of affirmative action by the Warrantholder
to
purchase Warrant Stock hereunder, shall give rise to any liability of the
Warrantholder to pay the Exercise Price or as a stockholder of the Company
(whether such liability is asserted by the Company or creditors of the
Company).
SECTION
10. Transfer.
This
Warrant may be transferred only upon the written consent of the Company, which
approval shall not be unreasonably withheld or delayed. Any Warrants issued
upon
the transfer of this Warrant shall be numbered and shall be registered in a
Warrant Register as they are issued. The Company shall be entitled to treat
the
registered holder of any Warrant on the Warrant Register as the owner in fact
thereof for all purposes and shall not be bound to recognize any equitable
or
other claim to, or interest in, such Warrant on the part of any other person,
and shall not be liable for any registration of transfer of Warrants that are
registered or to be registered in the name of a fiduciary or the nominee of
a
fiduciary unless made with the actual knowledge that a fiduciary or nominee
is
committing a breach of trust in requesting such registration or transfer, or
with the knowledge of such facts that its participation therein amounts to
bad
faith. This Warrant shall be transferable only on the books of the Company
upon
delivery thereof duly endorsed by the Holder or by his duly authorized attorney
or representative, or accompanied by proper evidence of succession, assignment,
or authority to transfer. In all cases of transfer by an attorney, executor,
administrator, guardian, or other legal representative, duly authenticated
evidence of his or its authority shall be produced. Upon any registration of
transfer, the Company shall deliver a new Warrant or Warrants to the person
entitled thereto. This Warrant may be exchanged, at the option of the Holder
thereof, for another Warrant, or other Warrants of different denominations,
of
like tenor and representing in the aggregate a like amount, upon surrender
to
the Company or its duly authorized agent. Notwithstanding the foregoing, the
Company shall have no obligation to cause Warrants to be transferred on its
books to any person if, in the opinion of counsel to the Company, such transfer
does not comply with the provisions of the Securities Act and the rules and
regulations thereunder.
11
SECTION
11. Investment Representations; Restrictions on Warrant
Stock.
Unless
a
current registration statement under the Securities Act shall be in effect
with
respect to the Warrant Stock to be issued upon exercise of this Warrant, the
Warrantholder, by accepting this Warrant, covenants and agrees that, at the
time
of exercise hereof, and at the time of any proposed transfer of Warrant Stock
acquired upon exercise hereof, such Warrantholder will deliver to the Company
a
written statement that the securities acquired by the Warrantholder upon
exercise hereof are for the account of the Warrantholder or are being held
by
the Warrantholder as trustee, investment manager, investment advisor or as
any
other fiduciary for the account of the beneficial owner or owners for investment
and are not acquired with a view to, or for sale in connection with, any
distribution thereof (or any portion thereof) and with no present intention
(at
any such time) of offering and distributing such securities (or any portion
thereof).
SECTION
12. Loss, Destruction of Warrant Certificates.
Upon
receipt of evidence satisfactory to the Company of the loss, theft, destruction
or mutilation of any warrant and, in the case of any such loss, theft or
destruction, upon receipt of indemnity and/or security satisfactory to the
Company or, in the case of any such mutilation, upon surrender and cancellation
of such Warrant, the Company will make and deliver, in lieu of such lost,
stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and
representing the right to purchase the same aggregate number of shares of
Warrant Stock.
SECTION
13. Amendments.
The
terms
of this Warrant may be amended, and the observance of any term herein may be
waived, but only with the written consent of the Company and the
Warrantholder.
SECTION
14. Notices Generally.
Any
notice, request, consent, other communication or delivery pursuant to the
provisions hereof shall be in writing and shall be sent by one of the following
means: (i) by registered or certified first class mail, postage prepaid, return
receipt requested; (ii) by facsimile transmission with confirmation of receipt;
(iii) by overnight courier service; or (iv) by personal delivery, and shall
be
properly addressed to the Warrantholder at the last known address or facsimile
number appearing on the books of the Company, or, except as herein otherwise
expressly provided, to the Company at its principal executive office at Debt
Resolve, Inc., 000 Xxxxxxxxxxx Xxxxxx, Xxxxx X0, Xxxxx Xxxxxx, XX 00000 (fax:
(000) 000-0000), Attention: Xx. Xxxxx X. Xxxxxxxxx, President and Chief
Executive Officer; with a copy to: Xxxxxxx X. Xxxxxxx, Esq., Xxxxxxxxx Xxxxxxx,
LLP, MetLife Building, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 (fax: (000)
000-0000), or such other address or facsimile number as shall have been
furnished to the party giving or making such notice, demand or
delivery.
SECTION
15. Successors and Assigns.
This
Warrant shall bind and inure to the benefit of and be enforceable by the parties
hereto and their respective permitted successors and assigns.
12
SECTION
16. Governing Law.
In
all
respects, including all matters of construction, validity and performance,
this
Warrant and the obligations arising hereunder shall be governed by, and
construed and enforced in accordance with, the laws of the State of New York
applicable to contracts made and performed in such State.
[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]
13
IN
WITNESS WHEREOF, and effective as of the Effective Date the Company has caused
this Warrant to be signed in its name by its duly authorized
officer.
Dated: October
17, 2007
DEBT RESOLVE, INC. | ||
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By: | ||
|
Xxxxx
X. Xxxxxxxxx
Chief
Executive Officer
|
|
14
SUBSCRIPTION
FORM
(to
be
executed only upon exercise of Warrant)
To: |
Debt
Resolve, Inc.
000
Xxxxxxxxxxx Xxxxxx, Xxxxx X0
Xxxxx
Xxxxxx, Xxx Xxxx 00000
|
The
undersigned, pursuant to the provisions set forth in the attached Warrant,
hereby irrevocably elects to purchase ________ shares of the Warrant Stock
covered by such Warrant and herewith makes payment of $________, representing
the full purchase price for such shares at the price per share provided for
in
such Warrant.
Dated: | Name: |
Signature | ||||
Address: | ||||
15