**Exhibit 4.2**

**WARRANT**

**TO PURCHASE SHARES OF COMMON STOCK**

**OF**

**Valicert, Inc.**

**A Delaware Corporation**

**THIS WARRANT HAS BEEN, ANDTHE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED PURSUANT TO THE EXERCISE OF THIS WARRANT (THE “WARRANT SHARES”) WILL BE, ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF.NEITHER THIS WARRANT OR THE WARRANT SHARES (TOGETHER, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD,OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THESECURITIES ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS.**

 

THIS CERTIFIES THAT, for value received, Pentech Financial Services, Inc. (the “Holder”) is entitled tosubscribe for and purchase from Valicert, Inc., a Delaware corporation (the “Company”), **87,719** fully paid and nonassessable shares (as adjusted pursuant to Section 2 hereof) (the “Warrant Shares”) of Common Stock ofthe Company (“ Common Stock”) at a purchase price of **$2,565** per share, (as adjusted pursuant to Section 2 hereof) (the “Exercise Price”), upon the terms and subject to the conditions hereinafter set forth: 

**1.      EXERCISE RIGHTS.**

(a)    Cash Exercise. The purchase rights represented by this Warrant may be exercised by the Holder at any time and from time to time during the term hereof, in whole or in part, bydelivery to the principal offices of the Company of this Warrant and a completed and duly executed Notice of Cash Exercise, in the form attached as Exhibit “A” hereto, accompanied by payment to the Company of an amount equal to theExercise Price then in effect multiplied by the number of Warrant Shares to be purchased by the Holder in connection with such cash exercise of this Warrant, which amount may be paid, at the election of the Holder, by wire transfer or delivery of acertified check payable to the order of the Company. 

(b)    Net Issue Exercise. 

(i)    In lieu of exercising the purchase rights represented by this Warrant on a cash basis pursuant to Section 1(a) hereof, theHolder may elect to exercise such rights represented by this Warrant at any time and from time to time during the term hereof, in whole or in part, on a net-issue basis by electing to receive the number of Warrant Shares which are equal in value tothe value of this Warrant (or any portion thereof to be canceled in connection with such net-issue exercise) at the time of any such net-issue exercise, by delivery to the principal offices of the Company of this Warrant and a completed and dulyexecuted Notice of Net-Issue Exercise, in the form attached as Exhibit “B” hereto, properly marked to indicate (A) the number of Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, (B) thenumber of Warrant Shares with respect to which the Warrant is being surrendered in payment of the aggregate Exercise Price for the Warrant Shares to be delivered to the Holder in connection with 

 

such net-issue exercise, and (C) the number of Warrant Shares which remain subject to the Warrant after suchnet-issue exercise, if any (each as determined in accordance with Section 1(b)(ii) hereof). 

(ii)    In the eventthat the Holder shall elect to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to this Section 1(b) the Company shall issue to the Holder the number of Warrant Shares determined inaccordance with the following formula: 

 
  
X =

 
 Y (A-B)       A    
X    =    the number of Warrant Shares to be issued to theHolder in connection with such net-issue exercise. 

Y    =    the number of Warrant Sharespurchasable under this Warrant or the portion of the Warrant being exercised in connection with such net-issue exercise. 

A    =    the Fair Market Value of one share of Common Stock. 

B    =    the Exercise Price in effect as of the date of such net-issue exercise (as adjusted pursuant to Section 2 hereof.) 

(c)    Fair Market Value. For purposes of this Section 1, the “Fair Market Value” of the Common Stock shallhave the following meanings: 

(i)    If the Common Stock is not listed for trading on a national securities exchange oradmitted for trading on a national market system, then the Fair Market Value of the Common Stock shall be deemed to be the fair market value of Common Stock as determined in good faith from time to time by the Board of Directors of the Company (the“Board of Directors”), and receipt and acknowledgement of this Warrant by the Holder shall be deemed to be an acknowledgement and acceptance of any such determination of the fair market value of Common Stock by the Board of Directors asthe final and binding determination of such fair market value of purposes of this Warrant. 

(ii)    If theCompany’s Common Stock is listed for trading on a national securities exchange or admitted for trading on a national market system, or closing bid and asked prices therefor are published in the Over-the-Counter Summary in the Western Edition of*The Wall Street Journal,*then the per share Fair Market Value of the Common Stock shall be deemed to be the closing price quoted on such national securities exchange or such national market system, or if not so listed, the average of theclosing bid and asked prices for the Company’s Common Stock quoted on the Over-the-Counter Summary, for the ten (10) trading days prior to the date of determination of Fair Market Value for Common Stock in accordance herewith. 

(d)    Additional Conditions to Exercise of Warrant. Unless there is a registration statement declared orordered effective by the Securities and Exchange Commission (the “Commission”) under the Securities Act which includes the Warrant Shares to be issued upon the exercise of the rights represented by this Warrant, such rights may not beexercised unless and until: 

(i)    the Company shall have received an Investment Representation Statement in the formattached as Exhibit “C” hereto, certifying that, among other things, the Warrant Shares to be issued upon the exercise of the rights represented by this Warrant are being acquired for investment and not with a view to any sale ordistribution thereof; and 

 
Warrant Agreement 2 

(ii)    each certificate evidencing the Warrant Shares to be issued upon the exerciseof the rights represented by this Warrant shall be stamped or imprinted with a legend substantially in the following form: 

**THESECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND ARE “RESTRICTED SECURITIES” AS DEFINED IN RULE 144 PROMULGATED UNDER THE SECURITIES ACT. SUCHSECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISTRIBUTED EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT DECLARED OR ORDERED EFFECTIVE BY THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACTCOVERING SUCH SECURITIES, OR (ii) IN COMPLIANCE WITH RULE 144, OR (iii) PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF SUCH SECURITIES THAT SUCH REGISTRATION OR RULE 144 COMPLIANCE IS NOT REQUIRED UNDER THE SECURITIES ACTAS TO SUCH SALE, OFFER OF SALE, PLEDGE, HYPOTHECATION OR OTHER DISTRIBUTION. THIS CERTIFICATE MUST BE SURRENDERED TO THE ISSUER HEREOF OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE TRANSFER OF ANY INTEREST IN THE SECURITIES REPRESENTEDHEREBY.**

(e)    Fractional Shares. Upon the exercise of the rights represented by this Warrant, the Companyshall not be obligated to issue fractional shares of Common Stock, and in lieu thereof, the Company shall pay to the Holder an amount in cash equal to the Fair Market Value per share of Common Stock immediately prior to such exercise multiplied bysuch fraction (rounded to the nearest cent). 

(f)    Record Ownership of Warrant Shares. The Warrant Sharesshall be deemed to have been issued, and the person in whose name any certificate representing Warrant Shares shall be issuable upon the exercise of the rights represented by this Warrant (as indicated in the appropriate Notice of Exercise) shall bedeemed to have become the holder of record of (and shall be treated for all purposes as the record holder of) the Warrant Shares represented thereby, immediately prior to the close of business on the date or dates upon which the rights representedby this Warrant are exercised in accordance with the terms hereof. 

(g)    Stock Certificates. In the event ofany exercise of the rights represented by this Warrant, certificates for the Warrant Shares so purchased pursuant hereto shall be delivered to the Holder within a reasonable time and, unless this Warrant has been fully exercised or has expired, anew Warrant representing the Warrant Shares with respect to which this Warrant shall not have been exercised shall also be issued to the Holder within such time. 

(h)    Issue Taxes. The issuance of certificates for shares of Common Stock upon the exercise of the rights represented by this Warrant shall be made without charge to the Holder for anyissuance tax in respect thereof, provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of theHolder of the Warrant. 

 
Warrant Agreement 3 

**2.      ADJUSTMENT RIGHTS.**

(a)    Right to Adjustment. The number of Warrant Shares purchasable upon the exercise of the rights represented by thisWarrant, and the Exercise Price therefor, shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: 

(i)    Reclassifications. In the event of a reclassification of the Common Stock other than by stock split, subdivision, consolidation or combination thereof, the Company shall execute a new Warrant, the terms ofwhich provide that the holder of this Warrant shall have the right to exercise the rights represented by such new Warrant, and procure upon such exercise and payment of the same aggregate Exercise Price then in effect, in lieu of the shares ofCommon Stock theretofore issuable upon exercise of the rights represented by this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification by a holder of an equivalent number ofshares of Common Stock. Such new Warrant shall provide for adjustments, which are as equivalent as practicable to the adjustments provided for in this Section 2. The provisions of this Section 2(a)(i) shall apply with equal force andeffect to all successive reclassifications of the Common Stock. 

(ii)    Stock Splits, Dividends, Combinations andConsolidations. In the event of a stock split, stock dividend or subdivision of or in respect of the outstanding shares of Common Stock, the number of Warrant Shares issuable upon the exercise of the rights represented by this Warrantimmediately prior to such stock split, stock dividend or subdivision shall be proportionately increased and the Exercise Price then in effect shall be proportionately decreased, effective at the close of business on the date of such stock split,stock dividend or subdivision, as the case may be. In the event of a reverse stock split, consolidation, combination or other similar event of or in respect of the outstanding shares of Common Stock, the number of Warrant Shares issuable upon theexercise of the rights represented by this Warrant immediately prior to such reverse stock split, consolidation, combination or other similar event shall be proportionately decreased and the Exercise Price shall be proportionately increased,effective at the close of business on the date of such reverse stock split, consolidation, combination or other similar event, as the case may be. 

(iii)    Mergers and Consolidations: Sales of Assets or Stock. In the event of (1) a merger or consolidation of the Company with or into another corporation, limited liability company, general or limitedpartnership, joint venture, association or other legal entity (other than a merger or consolidation pursuant to which the Company is the surviving corporation and the shareholders of the Company immediately preceding such merger or consolidationcontinue to own at least fifty percent (50%) of the capital stock of the Company entitled to vote following the closing of such merger or consolidation and which does not result in any reclassification of the Warrant Shares issuable upon theexercise of the rights represented by this Warrant), or (2) the sale of all or substantially all of the assets or capital stock of the Company, the Company, or any successor corporation or other legal entity, as the case may be, shall execute anew Warrant, the terms of which provide that the holder of this Warrant shall have the right to exercise the rights represented by such new Warrant, and procure upon such exercise and payment of the same aggregate Exercise Price then in effect, inlieu of the shares of Common Stock theretofore issuable upon exercise of the rights represented by this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such merger, consolidation or sale ofassets or capital stock by a holder of an equivalent number of shares of Common Stock. Such new Warrant shall provide for adjustments, which are as equivalent as practicable to the adjustments provided for in this Section 2. The provisions ofthis Section 2(a)(iii) shall apply with equal force and effect to all successive mergers, consolidations and sales of assets and capital stock of the Common Stock. 

(b)    Adjustment Notices. Upon any adjustment of the Exercise Price, and any increase or decrease in the number of Warrant Shares subject to this Warrant, in accordance with thisSection 2, the Company, within sixty (60) days thereafter, shall give written notice thereof to the Holder at the address of such Holder as shown on the books of the Company, which notice shall state the Exercise Price as adjusted and, ifapplicable, the increased or decreased number of Warrant Shares subject to this Warrant, setting forth in reasonable detail the method of calculation of each such adjustment. 

 
Warrant Agreement 4 

**3.      TRANSFER OF WARRANT.**

(a)    Requirements for Transfer. This Warrant and the rights represented hereby are not transferable, except in accordancewith the conditions set forth in this Section 3. In order to effect any transfer of all or a portion of this Warrant or the Warrant Shares, the Holder hereof shall deliver to the Company a completed and duly executed Notice of Transfer, in theform attached as Exhibit “D” hereto. 

(b)    Additional Conditions to Transfer of Warrant. Unlessthere is a registration statement declared or ordered effective by the commission under the Securities Act which includes this Warrant, the Warrant may not be transferred unless and until: 

(i)    the Company shall have received an Investment Representation Statement, in the form attached as Exhibit “E” hereto,certifying that, among other things, this Warrant is being acquired for investment and not with a view to any sale or distribution thereof, and 

(ii)    the Company shall have received a written notice from the Holder which describes the manner and circumstances of the proposed transfer accompanied by a written opinion of Holder’s legal counsel, in form andsubstance reasonably satisfactory to the Company, stating that such transfer is exempt from the registration and prospectus delivery requirements of the Securities Act and all applicable state securities laws. 

**4.      REPRESENTATIONS AND WARRANTIES OF THE COMPANY.** The Company hereby represents and warrants to the Holder as follows:

(a)    This Warrant has been duly authorized and validly executed and delivered by the Company and constitutes a validand legally binding obligation of the Company enforceable against the Company in accordance with its terms. 

(b)    TheWarrant Shares have been duly and validly authorized and reserved for issuance by the Company upon the exercise of the rights represented by this Warrant and, when issued upon the exercise of such rights in accordance with the terms and conditionshereof, the Warrant Shares will be (A) duly authorized and validly issued, fully paid and nonassessable shares of Common Stock, (B) free from all preemptive rights, rights of first refusal or first offer, taxes, liens, charges or otherencumbrances with respect to the issuance thereof by the Company, and (C) free of any restrictions on the transfer thereof other than restrictions on transfer provided for herein or under applicable federal and state securities laws. At alltimes during the term hereof, the Company shall have authorized and reserved for issuance a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant. 

(c)    The due execution and delivery of this Warrant are not, and the issuance of the Warrant Shares upon the exercise of the rightsrepresented by this Warrant in accordance with the terms hereof will not, conflict with the Articles of Incorporation or Bylaws of the Company, each as amended to the date of issuance hereof. 

(d)    The Company acknowledges that this Warrant does not constitute security for the repayment of any lease, loan or otherindebtedness due from the Company to the Holder. 

**5.      REPRESENTATIONS AND WARRANTIES OF THE HOLDER**. TheHolder hereby represents and warrants to the Company as follows: 

(a)    This Warrant is being acquired for suchHolder’s own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within 

 
Warrant Agreement 5 

the meaning of the Securities Act. Upon the exercise of the rights represented by this Warrant, the Holder shall, if so requested by the Company, confirm inwriting, in a form reasonably satisfactory to the Company, that the Warrant Shares issuable upon the exercise of such rights are being acquired for investment and not with a view toward distribution or resale thereof. 

(b)    The Holder understands that the Warrant and the Warrant Shares have not been registered under the Securities Act by reason oftheir issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof and Regulation D thereunder, and that such Warrant and the Warrant Shares, as the case maybe, must be held by the Holder indefinitely, and therefore, that the Holder must bear the economic risk of such investment, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registrationrequirements. The Holder further understands that the Warrant Shares have not been qualified under the California Securities Law of 1968 (the “California Law”) by reason of their issuance in a transaction exempt from the qualificationrequirements of the California Law pursuant to Section 25102(f) thereof, which exemption depends upon, among other things, the *bona fide*nature of such Holder’s investment intent expressed herein. 

(c)    The Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits andrisks of the purchase of this Warrant and the Warrant Shares and of protecting its interests in connection therewith. 

(d)    The Holder is able to bear the economic risk of the purchase of the Warrant Shares pursuant to the terms of this Warrant. 

(e)    Holder is an “accredited investor” within the meaning of Rule 501 of Regulation D, as presently in effect. 

**6.      NO SHAREHOLDER RIGHTS.** The Holder of this Warrant (and any transferee hereof) shall not be entitled to vote on matters submitted for the approval or consent of theshareholders of the Company or to receive dividends declared on or in respect of shares of Common Stock, or otherwise be deemed to be the holder of Common Stock or any other capital stock or other securities of the Company which may at any time beissuable upon the exercise of the rights represented hereby for any purpose, nor shall anything contained herein be construed to confer upon the Holder (or any transferee hereof) any of the rights of a shareholder of the Company or any right to votefor the election of directors or upon any matter submitted for the approval or consent of the shareholders, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock,merger or consolidation, conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until this Warrant shall have been exercised and the Warrant Shares issuable upon the exercise of therights represented hereby shall have become deliverable as provided herein. 

**7.      REGISTRATION RIGHTS.** TheHolder shall be entitled to participate in Registrations as defined in Section 1.3 of that certain Registration Rights Agreement dated as of July 21, 1999, to the same extent as the holders of the Company’s Registrable Securities.

**8.      EXPIRATION OF WARRANT.** This Warrant shall expire, and the rights represented hereby may no longer beexercised on the close of business on the tenth anniversary of the date of issuance hereof. 

**9.      LOCK-UPAGREEMENT.** The Holder hereby agrees that, upon request of the Company or the managing underwriter of a public offering of any securities of the Company, such Holder shall not sell, make any short sale of, loan, grant any option for thepurchase of, or otherwise dispose of all or any portion of the Warrant Shares without the prior written consent of the Company or the managing underwriter, as the case may be, for such period of time (not to exceed 

 
Warrant Agreement 6 

one hundred eighty (180) days from the date upon which the registration statement relating to such public offering is declared or ordered effective bythe Securities and Exchange Commission) as may be requested by the Company or the underwriters, as the case may be. 

**10.    MISCELLANEOUS.**

(a)    Governing Law. This Warrant is beingdelivered in the State of California, and shall be construed and enforced in accordance with and governed by the laws of such State. The parties expressly stipulate that any litigation under this Warrant shall be brought in the State courts of theCounty of Santa Clara, California, and in the United States District Court for the Northern District of California. The parties agree to submit to the jurisdiction and venue of such courts. 

(b)    Notice Procedures. Any written notice by the Company required hereunder shall be made by hand delivery or first classmail, postage prepaid, address to the Holder at the address set forth on the books of the Company. 

(c)    Successors and Assigns. The terms of this Warrant shall be binding upon and shall inure to the benefit of any successors or assigns of the Company and of the Holder or Holders of this Warrant and theWarrant Shares issued or issuable upon the exercise of the rights represented by this Warrant. 

(d)    EntireAgreement. This Warrant constitutes the full and entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes in their entirety any prior or contemporaneous agreements by and between the Companyand the Holder with respect to such matters. 

(e)    Further Assurances: No Impairment. The Company shall not,by amendment of its Articles of Incorporation or through any other means, directly or indirectly, avoid or seek to avoid the observance or performance of any of the terms of this Warrant and shall at all times in good faith assist in the carryingout of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of this Warrant against impairment. The Company shall at no time close its transfer books against the transferof this Warrant or of any Warrant Shares issued or issuable upon the exercise of the rights represented by this Warrant in any manner, which interferes with a timely exercise of such rights. The Company shall not, by any action, seek to avoid theobservance or performance of any of the terms of this Warrant, but shall at all times in good faith seek to carry out all such terms and take all such actions as may be necessary or appropriate in order to protect the rights of the Holder under thisWarrant against impairment. 

(f)    Lost Warrant. Upon receipt of evidence reasonably satisfactory to theCompany of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction, upon delivery of an indemnity agreement, reasonably satisfactory in form and amount to the Company or, in the case of anysuch mutilation, upon surrender and cancellation of such Warrant, the Company at the Holder’s expense shall execute and deliver to the Holder, in lieu thereof, a new Warrant of like date and tenor. 

(g)    Amendments. This Warrant and any provision hereof may be amended, waived or terminated (either generally or in aparticular instance, retroactively or prospectively and for a specified period of time or indefinitely) only by a written instrument signed by the Company and the Holder, or, in the event of any partial transfer of the rights represented by thisWarrant, the Holders of rights to purchase more than fifty percent (50%) of the Warrant Shares issuable upon exercise of the rights represented by this Warrant, and with the same consent the Company may enter into a supplementary agreement forthe purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Warrant or the Warrants, as the case may be, provided, however, that no such amendment, waiver, termination or supplemental agreementshall reduce the aforesaid percentage which is required for consent to any amendment, waiver, termination or supplemental agreement without the consent of all of the Holders of the rights represented by this Warrant. 

 
Warrant Agreement 7 

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer. 

Issued this 30th day of May, 2001. 

 

**Valicert, Inc.,**

**a Delawarecorporation**
By:       /s/ Timothy G. Conley
 

Name: Timothy G. Conley

 

Title:   VP FINANCE & CFO

Acknowledged and Accepted: 

 

**PENTECH FINANCIAL SERVICES, INC.**

**ACalifornia corporation**
By:       /s/ Norman H. Nelson
 

Name: Norman H. Nelson

 

Title:   President & COO

 

Date: 6 - 5 - 01

 
Warrant Agreement 8 

**EXHIBIT A**

**NOTICE OF CASH EXERCISE**

 
To:**Valicert, Inc.**
**339 N. Bernardo Avenue**

**Mountain View, CA 94043**

1. The undersigned hereby elects to purchase                      shares of Common Stock of **Valicert, Inc.,** a Delawarecorporation (the “Company”), pursuant to the terms of Warrant No.             , issued on                    , 2001, to and in the name of Pentech Financial Services, Inc., a copy of which is attached hereto (the“Warrant”), and tenders herewith full payment of the aggregate Exercise Price for such shares in accordance with the terms of the Warrant. 

2. Please issue a certificate or certificates representing said shares of Common Stock in such name or names as specified below: 

Pentech Financial Services, Inc. 

a California corporation 

310 West Hamilton Avenue, Suite 202 

Campbell, CA 95008 

3. The undersigned hereby represents and warrants that the aforesaid shares of Preferred Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connectionwith, the distribution thereof, and that the undersigned has no present intention of distributing or reselling such shares and all representations and warranties of the undersigned set forth in attached Warrant are true and correct as of the datehereof. In support thereof, the undersigned has executed an Investment Representation Statement, in the form attached as Exhibit C to the Warrant, concurrently herewith. 

 

Pentech Financial Services, Inc.

aCalifornia corporation
By:  
 

Name:
  
 

Title:
  
 
By:  
 

Name:
  
 

Title:
  
 

Date:
  
 
Warrant Agreement 9 

**EXHIBIT B**

**NOTICE OF NET-ISSUE EXERCISE**

 
To:**Valicert, Inc.**
**339 N. Bernardo Avenue**

**Mountain View, CA 94043**

1. The undersigned hereby elects to purchase                      shares of Preferred Stock of **Valicert, Inc.,** a Delawarecorporation (the “Company”), on a net-issue basis pursuant to the terms of Warrant No.            , issued on                    , 2001, to and in the name of Pentech Financial Services, Inc., a copy of which is attached hereto (the“Warrant”). 

2. Net-Issue Information: 

 
 (a)Number of Shares of Common Stock to be Delivered: ____________________ 
 
 (b)Number of Shares of Common Stock Surrendered: _______________________ 
 
 (c)Number of Shares Remaining Subject to Warrant: ______________________________ 
3. Please issue a certificate or certificates representing said shares of Common Stock in such name or names as specified below: 

Pentech Financial Services, Inc. 

310 West Hamilton Avenue, Suite 202 

Campbell, CA 95008 

4. The undersigned hereby represents and warrants that the aforesaid shares of CommonStock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof, and that the undersigned has no present intention of distributing or reselling such sharesand all representations and warranties of the undersigned set forth in attached Warrant are true and correct as of the date hereof. In support thereof, the undersigned has executed an Investment Representation Statement, in the form attached asExhibit C to the Warrant, concurrently herewith. 

 

Pentech Financial Services, Inc.,

aCalifornia corporation
By:  
 

Name:
  
 

Title:
  
 
By:  
 

Name:
  
 

Title:
  
 

Date:
  
 
Warrant Agreement 10 

**EXHIBIT C**

**INVESTMENT REPRESENTATION STATEMENT**

 

PURCHASER:
  Pentech Financial Services, Inc.
SELLER:
  **Valicert, Inc.**
COMPANY:
  **Valicert, Inc.**
SECURITY:
  Common Stock Issued Upon The Exercise Of Warrant No                         Issued On         , 2001.  
AMOUNT:
                       SHARESDATE:                                               
The undersigned hereby represent and warrants to **Valicert, Inc.,** a Delaware corporation(the “Company”), as follows: 

1. The undersigned is aware of the business affairs, financial condition and results of operationsof the Company and has acquired sufficient information about the Company to reach an informed and knowledgeable investment decision to acquire the Securities. The undersigned is purchasing the Securities for its own account for investment purposesonly and not with a view to, or for the resale in connection with, any “distribution” thereof for purposes of the Securities Act of 1933, as amended (the “Securities Act”). 

2. The undersigned understands that the Securities have not been registered under the Securities Act in reliance upon a specific exemption therefrom,which exemption depends upon, among other things, the *bona fide*nature of its investment intent as expressed herein. The undersigned understands that, in the view of the Securities and Exchange Commission (the “Commission”), thestatutory basis for such exemption may be unavailable if my representation was predicated solely upon a present intention to hold the Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until anincrease or decrease in the market price of the Securities, or for a period of one year or any other fixed period in the future. 

3. Theundersigned further understands that the Securities must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from registration is otherwise available. In addition, the undersigned understands that thecertificate evidencing the Securities will be imprinted with a legend, which prohibits the transfer of the Securities unless they are registered or such registration is not required in the opinion of counsel for the Company. 

4. The undersigned is familiar with the provisions of Rule 144, promulgated under the Securities Act, which, in substance, permits limited public resaleof “restricted securities” acquired, directly or indirectly, from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. 

5. The undersigned further understands that in the event all of the applicable requirements of Rule 144 are not satisfied, registration under theSecurities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rule 144 is not exclusive, the Staff of the Commission has expressed its opinion that persons proposing tosell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and thatsuch persons and their respective brokers who participate in such transactions do so at their own risk. 

 
Warrant Agreement 11 

6. The undersigned is an “accredited investor” within the meaning of Rule 501 of Regulation D,as presently in effect. 

 
Pentech Financial Services, Inc.By:  
 

Name:
  
 

Title:
  
 
By:  
 

Name:
  
 

Title:
  
 

 

Date:
  
 
Warrant Agreement 12 

**EXHIBIT D**

**NOTICE OF TRANSFER**

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                        the right represented by Warrant No.             , issued on                    , 2001, to and in the name of Pentech Financial Services, Inc., to purchase                     shares of Common Stock of **Valicert, Inc.,** a Delaware corporation (the “Company”), a copy of which isattached hereto (the “Warrant”), and appoints as attorney-in-fact to transfer such right on the books of the Company with full power of substitution in the premises. 

 
Dated:                       
Pentech Financial Services, Inc.,

aCalifornia corporation
   By     
 

Name
     
 

Title
  
 
   By     
 

Name
     
 

Title
     
 

(Signature must conform in all respects to name of the Holder as setforth on the face of the Warrant)
   
 

310 West Hamilton Avenue, Suite 202

Campbell, CA 95008

 
Signed in the presence of:  
 
Warrant Agreement 13 

**EXHIBIT E**

**INVESTMENT REPRESENTATION STATEMENT**

 

TRANSFEROR:
  Pentech Financial Services. Inc., a California corporationTRANSFEREE:                                                                
COMPANY:                                                                      

COMPANY:
  **Valicert, Inc.**
SECURITY:
  WARRANT NO             , ISSUED ON                    , 2001
AMOUNT:
                       SHARESDATE:                                                                                
The undersigned hereby represents and warrants to **Valicert, Inc.,** a Delaware corporation(the “Company”), as follows: 

1. The undersigned is aware of the business affairs, financial condition and results of operationsof the Company and has acquired sufficient information about the Company to reach an informed and knowledgeable investment decision to acquire the Securities. The undersigned is purchasing the Securities for its own account for investment purposesonly and not with a view to, or for the resale in connection with, any “distribution” thereof for purposes of the Securities Act of 1933, as amended (the “Securities Act”). 

2. The undersigned understands that the Securities have not been registered under the Securities Act in reliance upon a specific exemption therefrom,which exemption depends upon, among other things, the bona fide nature of my investment intent as expressed herein. The undersigned understands that, in the view of the Securities and Exchange Commission (the “Commission”), the statutorybasis for such exemption may be unavailable if my representation was predicated solely upon a present intention to hold the Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increaseor decrease in the market price of the Securities, or for a period of one year or any other fixed period in the future. 

3. The undersignedfurther understands that the Securities must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from registration is otherwise available. In addition, the undersigned understands that the certificateevidencing the Securities will be imprinted with a legend, which prohibits the transfer of the Securities unless they are registered or such registration is not required in the opinion of counsel for the Company. 

4. The undersigned is familiar with the provisions of Rule 144, promulgated under the Securities Act, which, in substance, permits limited public resaleof “restricted securities” acquired, directly or indirectly, from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. 

5. The undersigned further understands that in the event all of the applicable requirements of Rule 144 are not satisfied, registration under theSecurities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rule 144 is not exclusive, the Staff of the Commission has expressed its opinion that persons proposing tosell private placement securities other than in a registered offering and 

 
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otherwise than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offersor sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. 

6. Theundersigned is an “accredited investor” within the meaning of Rule 501 of Regulation D, as presently in effect. 

 
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