ex41.htm


    Exhibit 4.1

     

    


    THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS

    EXERCISE
ARE SUBJECT TO THE RESTRICTIONS ON

                 TRANSFER
SET FORTH IN SECTION 5 OF THIS
WARRANT        

     

    
      	
              Number
      of Shares: 1,000,000

              (subject
      to adjustment)

            	 
      
	
              Date
      of Issuance: September 14, 2009

              Original
      Issue Date (as defined in subsection 2(a)): September 14,
    2009

            	 
      


    

     

    BOTTOMLINE
TECHNOLOGIES (DE), INC.

     

    Common Stock Purchase
Warrant

     

    (Void
after September 14, 2019)

     

    BOTTOMLINE
TECHNOLOGIES (DE), INC., a Delaware corporation (the “Company”), for value
received, hereby certifies that BANK OF AMERICA, N.A., or its registered assigns
(the “Registered Holder”), is entitled, subject to the terms and conditions set
forth below, to purchase from the Company, at any time or from time to time on
or after the date of issuance and on or before 5:00 p.m. (Boston time) on
September 14, 2019, 1,000,000 shares of common stock, $.001 par value per share,
of the Company (“Common Stock”), at a purchase price of $8.50 per
share.  The shares purchasable upon exercise of this Warrant, and the
purchase price per share, each as adjusted from time to time pursuant to the
provisions of this Warrant, are hereinafter referred to as the “Warrant Shares”
and the “Purchase Price,” respectively.

     

    1. Exercise.

     

    (a) Exercise for
Cash.  The Registered Holder may, at its option, elect to
exercise this Warrant, in whole or in part and at any time or from time to time,
by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly
executed by or on behalf of the Registered Holder, at the
principal office of the Company, or at such other office or agency as the
Company may designate, accompanied by payment in full, in lawful money of the
United States, of the Purchase Price payable in respect of the number of Warrant
Shares purchased upon such exercise.

     

    (b) Exercise
Date.  Each exercise of this Warrant shall be deemed to have
been effected immediately prior to the close of business on the day on which
this Warrant shall have been surrendered to the Company as provided in
subsection 1(a) above (the “Exercise Date”).  At such time, the
person or
persons in whose name or names any certificates for Warrant Shares shall be
issuable upon such exercise as provided in subsection 1(c) below shall be deemed
to have become the holder or holders of record of the Warrant Shares represented
by such certificates.

     

    (c) Issuance of
Certificates.  As soon as practicable after the exercise of
this Warrant in whole or in part, and in any event within 10 days thereafter,
the Company, at its 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      expense,
will cause to be issued in the name of, and delivered to, the Registered Holder,
or as the Registered Holder may direct:

    

     

    (i) a
certificate or certificates for the number of full Warrant Shares to which the
Registered Holder shall be entitled upon such exercise plus, in lieu of any
fractional share to which the Registered Holder would otherwise be entitled,
cash in an amount determined pursuant to Section 3 hereof;
and

     

    (ii) in case
such exercise is in part only, a new warrant or warrants (dated the date hereof)
of like tenor, calling in the aggregate on the face or faces thereof for the
number of Warrant Shares equal (without giving effect to any adjustment therein)
to the number of such shares called for on
the face of this Warrant minus the number of Warrant Shares for which this
Warrant was so exercised.

     

    (d) The
Company shall pay all stamp taxes attributable to the initial issuance of shares
or other securities issuable upon the exercise of this Warrant or issuable
pursuant to Section 2 hereof, excluding any tax or taxes which may be payable
because of the transfer involved in the issuance or delivery
of any certificates for shares or other securities in a name other than that of
the Registered Holder in respect of which such shares or securities are
issued.

     

    2. Adjustments.

     

    (a) Adjustment for Stock Splits
and Combinations.  If the Company shall at any time or from
time to time after the date on which this Warrant was first issued (or, if this
Warrant was issued upon partial exercise of, or in replacement of, another
warrant of like tenor, then the date on which such
original warrant was first issued) (either such date being referred to as the
“Original Issue Date”) effect a subdivision of the outstanding Common Stock, the
Purchase Price then in effect immediately before that subdivision shall be
proportionately decreased.  If the Company shall at any time
or from time to time after the Original Issue Date combine the outstanding
shares of Common Stock, the Purchase Price then in effect immediately before the
combination shall be proportionately increased.  Any adjustment under
this paragraph shall become effective at the close of business
on the date the subdivision or combination becomes effective.

     

    (b) Adjustment for Certain
Dividends and Distributions.  In the event the Company at any
time, or from time to time after the Original Issue Date shall make or issue, or
fix a record date for the determination of holders of Common Stock entitled to
receive, a dividend or other distribution payable
in additional shares of Common Stock, then and in each such event the Purchase
Price then in effect immediately before such event shall be decreased as of the
time of such issuance or, in the event such a record date shall have been fixed,
as of the close of business on such record
date, by multiplying the Purchase Price then in effect by a
fraction:

     

    (1) the
numerator of which shall be the total number of shares of Common Stock issued
and outstanding immediately prior to the time of such issuance or the close of
business on such record date, and

     

    (2) the
denominator of which shall be the total number of 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    shares of
Common Stock issued and outstanding immediately prior to the time of such
issuance or the close of business on such record date plus the number of shares
of Common Stock issuable in payment of such dividend or
distribution;

     

    provided,
however, that if such record date shall have been fixed and such dividend is not
fully paid or if such distribution is not fully made on the date fixed therefor,
the Purchase Price shall be recomputed accordingly as of the close of business
on such record date and

    thereafter
the Purchase Price shall be adjusted pursuant to this paragraph as of the time
of actual payment of such dividends or distributions.

    


    (c) Adjustment in Number of
Warrant Shares.  When any adjustment is required to be made in
the Purchase Price pursuant to subsections 2(a) or 2(b), the number of
Warrant Shares purchasable upon the exercise of this Warrant shall be changed to
the number determined by dividing (i) an amount
equal to the number of shares issuable upon the exercise of this Warrant
immediately prior to such adjustment, multiplied by the Purchase Price in effect
immediately prior to such adjustment, by (ii) the Purchase Price in effect
immediately after such adjustment.

     

     (d) Adjustments for Other
Dividends and Distributions.  In the event the Company at any
time or from time to time after the Original Issue Date shall make or issue, or
fix a record date for the determination of holders of Common Stock entitled to
receive, a dividend or other distribution payable
in securities of the Company (other than shares of Common Stock) or in cash or
other property (other than regular cash dividends paid out of earnings or earned
surplus, determined in accordance with generally accepted accounting
principles), then and in each such event provision shall be
made so that the Registered Holder shall receive upon exercise hereof, in
addition to the number of shares of Common Stock issuable hereunder, the kind
and amount of securities of the Company, cash or other property which the
Registered Holder would have been entitled to receive had this
Warrant been exercised on the date of such event and had the Registered Holder
thereafter, during the period from the date of such event to and including the
Exercise Date, retained any such securities receivable during such period,
giving application to all adjustments called for during
such period under this Section 2 with respect to the rights of the Registered
Holder.

     

    (e) Adjustment for
Reorganization and Other Events.

     

    (i) If there
shall occur any reorganization, recapitalization, reclassification,
consolidation or merger involving the Company in which the Common Stock is
converted into or exchanged for securities, cash or other property (other than a
transaction covered by subsections 2(a), 2(b) or 2(d))
(collectively, a “Reorganization”), then, following such Reorganization, the
Registered Holder shall receive upon exercise hereof the kind and amount of
securities, cash or other property which the Registered Holder would have been
entitled to receive pursuant to such Reorganization
assuming such exercise had taken place immediately prior to such Reorganization.
In any such case, appropriate adjustment (as determined in good faith by the
board of directors of the Company (the “Board”)) shall be made in the
application of the provisions set forth
herein with respect to the rights and interests thereafter of the Registered
Holder, to the end that the provisions set forth in this Section 2 (including
provisions with respect to changes in and other adjustments of the Purchase
Price)

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      shall
thereafter be applicable, as nearly as reasonably may be, in relation to any
securities, cash or other property thereafter deliverable upon the exercise of
this Warrant.

    

     

    (ii) In the
event of any Reorganization (other than a reincorporation) involving: (a) any
merger or consolidation of the Company with or into another entity as a result
of which all of the Common Stock of the Company is converted into or exchanged
for the right to receive cash, securities
or other property or is cancelled, (b) any transfer or disposition of all of the
Common Stock of the Company for cash, securities or other property pursuant to a
share exchange or other transaction or (c) any liquidation or dissolution of the
Company, then (1) the Registered
Holder shall be provided with all notices and other information
contemporaneously with its provision to the other stockholders of the Company,
(2) notwithstanding anything in this Warrant to the contrary, this Warrant shall
be deemed to have been exercised effective immediately
prior the consummation of such Reorganization and in connection with the closing
of such Reorganization, subject to payment by the Registered Holder of the
Exercise Price in accordance with the provisions of Section 1 above, and (3) the
Registered Holder shall receive
upon exercise and payment hereunder the kind and amount of securities, cash or
other property which the Registered Holder would have been entitled to receive
pursuant to such Reorganization, assuming such exercise had taken place
immediately prior to such Reorganization.

     

    (iii) In the
event of a proposed sale of a majority of the outstanding Common Stock of the
Company in one transaction or a series of related transactions (other than as
part of a Reorganization) (a “Change of Control Event”), then (a)
then  the Registered Holder shall be provided with all
notices and other information related thereto contemporaneously with its
provision to the other stockholders of the Company, and (b) notwithstanding
anything in this Warrant to the contrary, the Registered Holder shall be
entitled to elect to exercise this Warrant and to sell,
offer to sell or contract to sell all or any portion of the Warrant Shares, in
which event this Warrant  shall be deemed to have been exercised
effective immediately prior the consummation of such Change of Control Event,
subject to payment by the Registered Holder of the Exercise
Price in accordance with the provisions of Section 1 above.

     

    (f) Certificate as to
Adjustments.

     

    (i) Upon the
occurrence of each adjustment or readjustment of the Purchase Price pursuant to
this Section 2, the Company at its expense shall, as promptly as reasonably
practicable but in any event not later than 10 days thereafter, compute such
adjustment or readjustment in accordance
with the terms hereof and furnish to the Registered Holder a certificate signed
by the chief financial officer setting forth such adjustment or readjustment
(including the kind and amount of securities, cash or other property for which
this Warrant shall be exercisable and the
Purchase Price) and showing in detail the facts upon which such adjustment or
readjustment is based.

     

    (ii) The
Company shall, as promptly as reasonably practicable after the written request
at any time of the Registered Holder (but in any event not later than 10 days
thereafter), furnish or cause to be furnished to the Registered Holder a
certificate setting forth (i) the Purchase Price then in
effect and (ii) the number of shares of Common Stock and the 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      amount,
if any, of other securities, cash or property which then would be received upon
the exercise of this Warrant.

    

     

    (g) No
Impairment.  The Company will not, by amendment of its
Certificate of Incorporation or through any reorganization, recapitalization,
transfer of assets, consolidation, merger, share exchange, dissolution or any
other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, including without limitation the
adjustments required under this Section 2 hereof, and will at all times in good
faith assist in the carrying out of all such terms and in taking of all such
action as may be necessary or appropriate to protect the rights of
the Registered Holder against impairment.  Without limiting the
generality of the foregoing and notwithstanding any other provision of this
Warrant to the contrary, the Company (a) will not increase the par value of any
shares of Common Stock receivable on the exercise of this Warrant
above the amount payable therefor on such exercise and (b) will take all such
action as may be necessary or appropriate so that the Company may validly and
legally issue fully paid and nonassessable shares of Common Stock upon the
exercise of this Warrant.

     

    3. Fractional Shares; Fair
Market Value per Share of Common Stock.

     

    (a) Fractional
Shares.  The Company shall not be required upon the exercise of
this Warrant to issue any fractional shares, but shall pay the value thereof to
the Registered Holder in cash on the basis of the Fair Market Value per share of
Common Stock (as hereinafter defined) as of the Exercise
Date.

     

    (b) Fair Market Value per share
of Common Stock.  As used herein, “Fair Market Value per share
of Common Stock” as of a determination date means the following:  (i)
if the Common Stock is listed on a national securities exchange or another
nationally recognized trading system as of the determination
date, the Fair Market Value per share of Common Stock shall be deemed to be the
average of the daily volume weighted average price (VWAP), as reported by
Bloomberg Financial Markets (or, if Bloomberg Financial Markets is not then
reporting such prices, by a comparable reporting
service of national reputation selected by the Registered Holder and reasonably
satisfactory to the Company), for the 10 consecutive trading days ending on the
fifth trading day before the determination date; and (ii) if the Common Stock is
not listed on a national securities exchange
or another nationally recognized trading system as of the determination date,
the Fair Market Value per share of Common Stock shall be deemed to be the amount
determined effective as of the most recent quarter end in good faith by the
Board to represent the fair market value per share
of the Common Stock based upon an arm’s length sale of the Company on such date
(including its ownership interest in all Persons) as an entirety, such sale
being between a willing buyer and a willing seller and determined without
reference to any discount for minority interest, restrictions
on transfer, disparate voting rights among classes of capital stock or lack of
marketability with respect to capital stock. For purposes of making the
determination referred to in clause (ii) of the preceding sentence, the Board
shall rely in good faith on a valuation report prepared by an
independent investment banking firm or other firm with expertise in performing
company valuations which is reasonably acceptable to the Holder.

     

    4. Investment
Representations.  The initial Registered Holder represents and
warrants to the Company as follows:

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (a) Investment.  It
is acquiring the Warrant, and (if and when it exercises this Warrant) it will
acquire the Warrant Shares, for its own account for investment and not with a
view to, or for sale in connection with, any distribution thereof, nor with any
present intention of distributing or selling the same;
and the Registered Holder has no present or contemplated agreement, undertaking,
arrangement, obligation, indebtedness or commitment providing for the
disposition thereof.

     

    (b) Accredited
Investor.  The Registered Holder is an “accredited investor” as
defined in Rule 501(a) under the Securities Act of 1933, as amended (the
“Act”).

     

    (c) Experience.  The
Registered Holder has made such inquiry concerning the Company and its business
and personnel as it has deemed appropriate; and the Registered Holder has
sufficient knowledge and experience in finance and business that it is capable
of evaluating the risks and merits of
its investment in the Company.

     

    5. Transfers,
etc.

     

    (a) The
Registered Holder agrees that it shall not transfer the Warrant itself as part
of any strategy to hedge, short or otherwise manipulate the value of the Common
Stock provided that this restriction shall not apply to, or otherwise restrict
any transfer of, the Warrant Shares.

     

    (b) In
addition to the restrictions set forth in subsection 5(a), during any calendar
month, the Registered Holder shall not offer, sell or contract to sell in excess
of an aggregate number of Warrant Shares equal to 20% of the number of Warrant
Shares initially issuable pursuant to this Warrant
(as adjusted from time to time pursuant to the provisions of this
Warrant),  provided that nothing in this Section 5 shall limit or
restrict the Registered Holder’s right to exercise this Warrant and to sell,
offer to sell or contract to sell the Warrant Shares as set forth in subsection
2(e) herein.

     

    (c) In
addition to the restrictions set forth in subsections 5(a) and 5(b), this
Warrant and the Warrant Shares shall not be sold or transferred unless either
(i) they first shall have been registered under the Act, or (ii) an
applicable exemption from the registration requirements of the Act exists,
provided,
that the Company may request, at its expense, that the Registered Holder deliver
an opinion of legal counsel, reasonably satisfactory to the Company, to the
effect that such sale or transfer is exempt from the registration requirements
of the Act.  Notwithstanding the foregoing, no
registration or opinion of counsel shall be required for (i) a transfer by
a Registered Holder which is an entity to an affiliate (as defined in Rule 144
promulgated under the Act) of such entity, a transfer by a Registered Holder
which is a partnership to a partner of such partnership or a retired
partner of such partnership or to the estate of any such partner or retired
partner, or a transfer by a Registered Holder which is a limited liability
company to a member of such limited liability company or a retired member or to
the estate of any such member or retired member, provided that the
transferee in each case agrees in writing to be subject to the terms of this
Section 5, or (ii) a transfer made in accordance with Rule 144
under the Act.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d) Each
certificate representing Warrant Shares shall bear a legend substantially in the
following form:

     

    “The
securities represented by this certificate have not been registered under the
Securities Act of 1933, as amended, and may not be offered, sold or otherwise
transferred, pledged or hypothecated unless and until such securities are
registered under such Act or an opinion of counsel satisfactory to the Company
is obtained to the effect that such registration is not required.”

     

    The
foregoing legend shall be removed from the certificates representing any Warrant
Shares, at the request of the holder thereof, at such time as (i) a period of at
least six months, as determined in accordance with paragraph (d) of Rule 144
under the Act, has elapsed since the later of the date the Warrant
Shares were acquired from the Company or an affiliate of the Company, or (ii)
the Warrant Shares become eligible for resale pursuant to Rule 144(b)(1)(i)
under the Act.

     

    Each
certificate representing Warrant Shares shall also bear a legend substantially
in the following form:

     

    “The
securities represented by this certificate are subject to certain restrictions
on transfer as set forth in a Common Stock Purchase Warrant dated September 14,
2009.”

     

    (e) The
Company will maintain a register containing the name and address of the
Registered Holder of this Warrant.  The Registered Holder may change
its address as shown on the warrant register by written notice to the Company
requesting such change.

     

    (f) Notwithstanding
any provision herein to the contrary, this Warrant and all Warrant Shares and
other rights hereunder are transferable, in whole or in part, (i) to a Related
Entity (as defined below) of the Registered Holder at any time, (ii) subject to
the restrictions with respect to Warrant Shares
set forth in Section 5(b), to any other party on or after the earlier to occur
of (A) the date that is one year after the Original Issue Date and (B) the date
on which the OCC Notice (as defined in Section 9 below) is given, and (iii)
notwithstanding any other provision of this Warrant, as permitted
in accordance with the terms of Section 2(e) above, in each case upon surrender
of this Warrant with a properly executed assignment (in the form of Exhibit II
hereto) at the principal office of the Company (or, if another office or agency
has been designated by the Company for such
purpose, then at such other office or agency).  As used herein,
“Related Entity” means, with respect to a particular entity, a person,
corporation, partnership, or other entity that controls, is controlled by or is
under common control with such entity.  For the purposes of this
definition, the word
“control” (including, with correlative meaning, the terms “controlled by” or
“under the common control with”) means the actual power, either directly or
indirectly through one or more intermediaries, to direct or cause the direction
of the management and policies of such entity by (i) the
ownership of more than fifty percent (50%) of the voting stock of such entity,
(ii) the right to elect more than 50% of its directors (or members of a similar
governing body) or (iii) contract.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6. Notices of Record Date,
etc.  In the event:

     

    (a) the
Company shall take a record of the holders of its Common Stock (or other stock
or securities at the time deliverable upon the exercise of this Warrant) for the
purpose of entitling or enabling them to receive any dividend or other
distribution, or to receive any right to subscribe for or purchase
any shares of stock of any class or any other securities, or to receive any
other right; or

     

    (b) of any
capital reorganization of the Company, any reclassification of the Common Stock
of the Company, any consolidation or merger of the Company with or into another
corporation (other than a consolidation or merger in which the Company is the
surviving entity and its Common Stock is
not converted into or exchanged for any other securities or property), or any
transfer of all or substantially all of the assets of the Company;
or

     

    (c) of the
voluntary or involuntary dissolution, liquidation or winding-up of the
Company,

     

    then, and
in each such case, the Company will send or cause to be sent to the Registered
Holder a notice specifying, as the case may be, (i) the record date for such
dividend, distribution or right, and the amount and character of such dividend,
distribution or right, or (ii) the effective date on which
such reorganization, reclassification, consolidation, merger, transfer,
dissolution, liquidation or winding-up is to take place, and the time, if any is
to be fixed, as of which the holders of record of Common Stock (or such other
stock or securities at the time deliverable upon the exercise
of this Warrant) shall be entitled to exchange their shares of Common Stock (or
such other stock or securities) for securities or other property deliverable
upon such reorganization, reclassification, consolidation, merger, transfer,
dissolution, liquidation or winding-up.  Such notice shall be
sent at least 20 days prior to the record date or effective date for the event
specified in such notice.

    


    7. Reservation of
Stock.  The Company will at all times reserve and keep
available, solely for issuance and delivery upon the exercise of this Warrant,
such number of Warrant Shares and other securities, cash and/or property, as
from time to time shall be issuable upon the exercise of this
Warrant.

     

    8. Exchange or Replacement of
Warrants.

     

    (a) Upon the
surrender by the Registered Holder, properly endorsed, to the Company at the
principal office of the Company, the Company will, subject to the provisions of
Section 5 hereof, issue and deliver to or upon the order of the Registered
Holder, at the Company’s expense, a new Warrant
or Warrants of like tenor, in the name of the Registered Holder or as the
Registered Holder (upon payment by the Registered Holder of any applicable
transfer taxes) may direct, calling in the aggregate on the face or faces
thereof for the number of shares of Common Stock (or other securities,
cash and/or property) then issuable upon exercise of this Warrant.

     

    (b) Upon
receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and (in the case of loss, theft or
destruction) upon delivery of an indemnity agreement (with surety if reasonably
required) in an amount 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      reasonably
satisfactory to the Company, or (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will issue, in lieu thereof, a new
Warrant of like tenor.

    

     

    9. OCC
Compliance.  The Company does not engage in activities that are
not set forth in 12 C.F.R. § 5.34(e)(5)(v) or in applicable OCC
precedent.  In the event the Company becomes aware that it is engaging
in activities not set forth in 12 CFR § 5.34(e)(5)(v) or applicable OCC
precedent, the Company
agrees to provide prior written notice (the “OCC Notice”) to the Registered
Holder.  If the Registered Holder becomes aware that the Company
is engaging in activities not set forth in 12 CFR § 5.34(e)(5)(v) or applicable
OCC precedent, the Registered Holder may provide a written notice (also a
“OCC Notice ”)  to the Company which shall be binding upon the parties
hereto unless the Company promptly and reasonably demonstrates to the Registered
Holder that the Company is not engaging in activities not set forth in 12
CFR § 5.34(e)(5)(v) or applicable OCC precedent.

     

    10. Regulatory Requirements and
Restrictions. In the event of any reasonable determination by the
Registered Holder that, by reason of any existing or future federal or state
law, statute, rule, regulation, guideline, order, court or administrative
ruling, request or directive (whether or not having the force of
law and whether or not failure to comply therewith would be unlawful)
(collectively, a “Regulatory Requirement”), the Registered Holder is effectively
restricted or prohibited from holding this Warrant or the Warrant Shares
(including any shares of capital stock or other securities
distributable
to the Registered Holder in any merger, reorganization, readjustment or other
reclassification), or otherwise realizing upon or receiving the benefits
intended under this Warrant, the Company shall use its best efforts, to the
extent commercially reasonable, to take such action as the Registered
Holder and the Company shall jointly agree in good faith to be necessary to
permit the Registered Holder to comply with such Regulatory
Requirement.  The reasonable costs of taking such action, whether by
the Company, the Registered Holder or otherwise, shall be borne by the
Registered
Holder.

     

    11. Validly Issued
Shares.  The Company covenants that all shares of Common Stock
that may be issued upon exercise of this Warrant, assuming full payment of the
aggregate Purchase Price (including those issued pursuant to Section 2) shall,
upon delivery by the Company, be duly authorized and
validly issued, fully paid and nonassessable, free from all stamp taxes, liens
and charges with respect to the issue or delivery thereof and otherwise free of
all other security interests, encumbrances and claims of any nature whatsoever
(other than security interests, encumbrances and claims to which the
Registered Holder is subject prior to or upon the issuance of the Warrant,
restrictions under applicable federal and/or state securities laws and other
transfer restrictions described herein).

     

    12. Notices.  All
notices and other communications from the Company to the Registered Holder in
connection herewith shall be mailed by certified or registered mail, postage
prepaid, or sent via a reputable nationwide overnight courier service
guaranteeing next business day delivery, to the address last
furnished to the Company in writing by the Registered Holder.  All
notices and other communications from the Registered Holder to the Company in
connection herewith shall be mailed by certified or registered mail, postage
prepaid, or sent via a reputable nationwide overnight courier service
guaranteeing
next business day delivery, to the Company at its principal office set forth
below.  If the Company should at any time change the location of its
principal office to a place other than as set forth below, it shall give prompt
written notice to the 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      Registered
Holder and thereafter all references in this Warrant to the location of its
principal office at the particular time shall be as so specified in such notice.
All such notices and communications shall be deemed delivered (i) three
business days after being sent by certified or registered mail, return
receipt requested, postage prepaid, or (ii) one business day after being
sent via a reputable nationwide overnight courier service guaranteeing next
business day delivery.

    

     

    13. No Rights as
Stockholder.  Until the exercise of this Warrant, the
Registered Holder shall not have or exercise any rights by virtue hereof as a
stockholder of the Company.  Notwithstanding the foregoing, in the
event (i) the Company effects a split of the Common Stock by means of a
stock dividend
and the Purchase Price of and the number of Warrant Shares are adjusted as of
the date of the distribution of the dividend (rather than as of the record date
for such dividend), and (ii) the Registered Holder exercises this Warrant
between the record date and the distribution date for such stock
dividend, the Registered Holder shall be entitled to receive, on the
distribution date, the stock dividend with respect to the shares of Common Stock
acquired upon such exercise, notwithstanding the fact that such shares were not
outstanding as of the close of business on the record date for such
stock dividend.

     

    14. Amendment or
Waiver.  Any term of this Warrant may be amended or waived only
by an instrument in writing signed by the party against which enforcement of the
change or waiver is sought.  No waivers of any term, condition or
provision of this Warrant, in any one or more instances, shall be deemed to
be, or construed as, a further or continuing waiver of any such term, condition
or provision.  It is agreed that no delay or omission to exercise any
right, power or remedy accruing to the Registered Holder upon any breach or
default of the Company under this Warrant shall impair any such
right, power or remedy.  It is further agreed that all remedies,
either under this Warrant, or by law or otherwise afforded to the Registered
Holder, shall be cumulative and not alternative.

     

    15. Section
Headings.  The section headings in this Warrant are for the
convenience of the parties and in no way alter, modify, amend, limit or restrict
the contractual obligations of the parties.

     

    16. Governing
Law.  This Warrant will be governed by and construed in
accordance with the internal laws of the State of Delaware (without reference to
the conflicts of law provisions thereof).

     

    17. Facsimile Signatures.
This Warrant may be executed by facsimile signature.

     

    18. Rights of
Transferees.  Subject to Section 5, the rights granted to
the Registered Holder hereunder of this Warrant shall pass to and inure to the
benefit of all subsequent transferees of all or any portion of the Warrant
(provided that the Registered Holder and any transferee shall hold such rights
in
proportion to their respective ownership of the Warrant and Warrant Shares)
until extinguished pursuant to the terms hereof.

     

    19. Successors and
Assigns.  This Warrant shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns.

     

    20. Severability.  If
any one or more of the provisions contained herein, or the application thereof
in any circumstance, is held invalid, illegal or unenforceable in any respect


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      for any
reason, the validity, legality and enforceability of any such provision in every
other respect and of the remaining provisions hereof shall not be in any way
impaired, unless the provisions held invalid, illegal or unenforceable shall
substantially impair the benefits of the remaining provisions hereof.

    

     

    21. Rules of
Construction.  Unless the context otherwise requires “or” is
not exclusive, and references to sections or subsections refer to sections or
subsections of this Warrant.  All pronouns and any variations thereof
refer to the masculine, feminine or neuter, singular or plural, as the context
may require.

     

    


     

    EXECUTED
as of the Date of Issuance indicated above.

     

    BOTTOMLINE
TECHNOLOGIES (DE), INC.

    


    By:         /s/
Robert A. Eberle_____________

    


    Name:         Robert
A. Eberle_____________

    


    Title:          President
and CEO____________

    ATTEST:

      /s/ Karen
Haraden________

    


    Name:  Karen
Haraden_____

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
I

    PURCHASE
FORM

     

    To:_________________                                                                                                                     Dated:____________

    The
undersigned, pursuant to the provisions set forth in the attached Warrant
(No. ___), hereby elects to purchase ______________shares of the Common
Stock of BOTTOMLINE TECHNOLOGIES (DE), INC. covered by such
Warrant.

     

    The
undersigned herewith makes payment of the full purchase price for such shares at
the price per share provided for in such Warrant.  Such payment takes
the form of $______ in lawful money of the United States.

     

                                            
Signature:  ______________________

                                             Address:  _______________________

                                            _______________________

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
II

    ASSIGNMENT
FORM

     

    FOR VALUE
RECEIVED, ________________________________________ hereby sells, assigns and
transfers all of the rights of the undersigned under the attached Warrant (No.
____) with respect to the number of shares of Common Stock of BOTTOMLINE
TECHNOLOGIES (DE), INC.covered thereby set forth below, unto:

     

    
      	
              Name of Assignee

            	
              Address

            	
              No. of Shares

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    Dated:_____________________                                                                                                   Signature:________________________________

    Signature
Guaranteed:

    By:
_______________________

    The
signature should be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership in
an approved signature guarantee medallion program) pursuant to Rule 17Ad-15
under the Securities Exchange Act of 1934.