exv4w1



 





Exhibit 4.1




Warrant Certificate No. SP-___



NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE
EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN
MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION
STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS,
OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO
THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH
SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.



THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF
THIS WARRANT ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. INVESTOR SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR
THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.




	 	 	 
	Dated: July 11, 2005

	 	Void After: July 10, 2009






ASIA PAYMENT SYSTEMS INC.




WARRANT TO PURCHASE COMMON STOCK




     Asia Payment Systems Inc., a Nevada corporation (the “Company”), for value received on
July 11, 2005 (the “Effective Date”), hereby issues to                                                              (the
“Holder”) this Warrant (the “Warrant”) to purchase 31,579 shares (each such share
being a “Warrant Share” and all such shares being the “Warrant Shares”) of the
Company’s Common Stock (as defined below), at the Exercise Price (as defined below), as adjusted
from time to time as provided herein, on or before July 10, 2009 (the “Expiration Date”),
all subject to the following terms and conditions.



     As used in this Warrant, (i) “Common Stock” means the common stock of the Company,
$0.001 par value per share, and such other securities as such class of common stock may be
converted from time to time in the future; and (ii) “Exercise Price” means the following,
subject to adjustment as provided herein:



     (a) $1.50 between the Effective Date and the first anniversary of the Effective Date; or



 









 





     (b) $2.00 beginning on the first anniversary of the Effective Date and continuing until the
Expiration Date.



1. DURATION AND EXERCISE OF WARRANTS




     (a) The Holder may exercise this Warrant on any business day on or before 5:00 P.M., New York
Time, on the Expiration Date, at which time this Warrant shall become void and of no value.



     (b) While this Warrant remains outstanding and exercisable in accordance with Section 1(a),
the Holder may exercise this Warrant in whole or in part by:



          (i) surrender of this Warrant, with a duly executed copy of the Notice of Exercise attached as
Exhibit A, to the Secretary of the Company at its principal offices or at such other
office or agency as the Company may specify in writing to the Holder; and




          (ii) payment of the Exercise Price per share multiplied by the number of Warrant Shares being
purchased upon exercise of the Warrant in lawful money of the United States of America.




     Upon the exercise of this Warrant in compliance with the provisions of this Section 1(b), the
Company shall promptly issue and cause to be delivered to the Holder a certificate for the Warrant
Shares purchased by the Holder. Each exercise of this Warrant shall be effected immediately prior
to the close of business on the date (the “Date of Exercise”) which the conditions set
forth in Section 1(b)(i) and (ii) have been satisfied.



     (c) This Warrant shall be exercisable, either as an entirety or, from time to time, for part
only of the number of Warrant Shares referenced by this Warrant. If this Warrant is exercised in
part, the Company shall issue, at its expense, a new Warrant, in substantially the form of this
Warrant, referencing such reduced number of Warrant Shares which remain subject to this Warrant.



2. ISSUANCE OF WARRANT SHARES




     (a) The Company covenants that all Warrant Shares will, upon issuance in accordance with the
terms of this Warrant, be (i) duly authorized, fully paid and non-assessable, and (ii) free from
all liens, charges and security interests, with the exception of claims arising through the acts or
omissions of any Holder and except as arising from applicable Federal and state securities laws.



     (b) The Company shall register this Warrant upon records to be maintained by the Company for
that purpose in the name of the record holder of such Warrant from time to time. The Company may
deem and treat the registered Holder of this Warrant as the absolute owner thereof for the purpose
of any exercise thereof, any distribution to the Holder thereof and for all other purposes.



     (c) The Company will not, by amendment of its certificate of incorporation, by-laws or through
any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms to be observed or performed hereunder by the Company, but will at all times in



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good faith assist in the carrying out of all the provisions of this Warrant and in the taking of
all the action as may be necessary or appropriate in order to protect the rights of the Holder to
exercise this Warrant.




3. ADJUSTMENTS OF EXERCISE PRICE, NUMBER AND TYPE OF WARRANT SHARES




     (a) The Exercise Price and the number of shares purchasable upon the exercise of this Warrant
shall be subject to adjustment from time to time upon the occurrence of certain events described in
this Section 3(a).



          (i) Subdivision or Combination of Stock. In case the Company shall at any time
subdivide its outstanding shares of Common Stock into a greater number of shares, the Exercise
Price in effect immediately prior to such subdivision shall be proportionately reduced, and
conversely, in case the outstanding shares of Common Stock of the Company shall be combined into a
smaller number of shares, the Exercise Price in effect immediately prior to such combination shall
be proportionately increased.




          (ii) Dividends in Stock, Property, Reclassification. If at any time or from time to
time the Holders of Common Stock (or any shares of stock or other securities at the time receivable
upon the exercise of this Warrant) shall have received or become entitled to receive, without
payment therefore:




               (A) any shares of stock or other securities which are at any time directly or indirectly
convertible into or exchangeable for Common Stock, or any rights or options to subscribe for,
purchase or otherwise acquire any of the foregoing by way of dividend or other distribution, or



               (B) additional stock or other securities or property (including cash) by way of spin-off,
split-up, reclassification, combination of shares or similar corporate rearrangement, (other than
shares of Common Stock issued as a stock split or adjustments in respect of which shall be covered
by the terms of Section 3(a)(i) above),


then and in each such case, the Holder hereof shall, upon the exercise of this Warrant, be entitled
to receive, in addition to the number of shares of Common Stock receivable thereupon, and without
payment of any additional consideration therefor, the amount of stock and other securities and
property (including cash in the cases referred to in clause (ii) above) which such Holder would
hold on the date of such exercise had he been the holder of record of such Common Stock as of the
date on which holders of Common Stock received or became entitled to receive such shares or all
other additional stock and other securities and property.




          (iii) Reorganization, Reclassification, Consolidation, Merger or Sale. If any
recapitalization, reclassification or reorganization of the capital stock of the Company, or any
consolidation or merger of the Company with another corporation, or the sale of all or
substantially all of its assets or other transaction shall be effected in such a way that holders
of Common Stock shall be entitled to receive stock, securities, or other assets or property (an
“Organic Change”), then, as a condition of such Organic Change, lawful and adequate
provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right
to purchase and receive (in lieu of the shares of the Common Stock of the Company immediately
theretofore purchasable and receivable upon the exercise of the rights represented by this Warrant)
such shares of stock, securities or other assets or property as may be issued or payable




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with
respect to or in exchange for a number of outstanding shares of such Common Stock equal
to the number of shares of such stock immediately theretofore purchasable and receivable
assuming the full exercise of the rights represented by this Warrant. In the event of any Organic
Change, appropriate provision shall be made by the Company with respect to the rights and interests
of the Holder of this Warrant to the end that the provisions hereof (including, without limitation,
provisions for adjustments of the Exercise Price and of the number of shares purchasable and
receivable upon the exercise of this Warrant) shall thereafter be applicable, in relation to any
shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company
will not effect any such consolidation, merger or sale unless, prior to the consummation thereof,
the successor corporation (if other than the Company) resulting from such consolidation or the
corporation purchasing such assets shall assume by written instrument reasonably satisfactory in
form and substance to the Holders executed and mailed or delivered to the registered Holder hereof
at the last address of such Holder appearing on the books of the Company, the obligation to deliver
to such Holder such shares of stock, securities or assets as, in accordance with the foregoing
provisions, such Holder may be entitled to purchase.




     (b) Certificate as to Adjustments. Upon the occurrence of each adjustment or
readjustment pursuant to this Section 3, the Company at its expense shall promptly compute such
adjustment or readjustment in accordance with the terms hereof and furnish to each holder of this
Warrant a certificate setting forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based. The Company shall, upon the written request,
at any time, of any such holder, furnish or cause to be furnished to such holder a like certificate
setting forth: (i) such adjustments and readjustments; and (ii) the number of shares and the
amount, if any, of other property which at the time would be received upon the exercise of the
Warrant.



     (c) Certain Events. If any event occurs as to which, in the opinion of the Company,
the other provisions of this Section 3 are not strictly applicable but the lack of any adjustment
would not in the opinion of the Company fairly protect the purchase rights of the Holder under this
Warrant in accordance with the basic intent and principles of such provisions, or if strictly
applicable would not fairly protect the purchase rights of the Holder under this Warrant in
accordance with the basic intent and principles of such provisions, then the Company shall make the
adjustments which the board of directors described therein.



4. TRANSFERS AND EXCHANGES OF WARRANT AND WARRANT SHARES




     (a) Registration of Transfers and Exchanges. Subject to Section 4(c), upon the
Holder’s surrender of this Warrant, with a duly executed copy of the Assignment Notice attached as
Exhibit B, to the Secretary of the Company at its principal offices or at such other office
or agency as the Company may specify in writing to the Holder, the Company shall register the
transfer of all or any portion of this Warrant. Upon such registration of transfer the Company
shall issue a new Warrant, in substantially the form of this Warrant, evidencing the acquisition
rights transferred to the transferee and a new Warrant, in similar form, evidencing the remaining
acquisition rights not transferred, to the Holder requesting the transfer.



     (b) Warrant Exchangeable for Different Denominations. The Holder may exchange this
Warrant for a new Warrant or Warrants, in substantially the form of this Warrant, evidencing in the
aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder,
each of such new Warrants to be dated the date of such exchange and to represent the



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right to purchase such number of Warrant Shares as shall be designated by the Holder. The
Holder shall surrender this Warrant with duly executed instructions regarding such
re-certification of this Warrant to the Secretary of the Company at its principal offices or at
such other office or agency as the Company may specify in writing to the Holder.




     (c) Restrictions on Transfers. This Warrant may not be transferred at any time
without (i) registration under the Act or (ii) an exemption from such registration and a written
opinion of legal counsel addressed to the Company that the proposed transfer of the Warrant may be
effected without registration under the Act, which opinion will be in form and from counsel
reasonably satisfactory to the Company.



5. MUTILATED OR MISSING WARRANT CERTIFICATE




     If this Warrant is mutilated, lost, stolen or destroyed, upon request by the Holder, the
Company will issue, in exchange for and upon cancellation of the mutilated Warrant, or in
substitution for the lost, stolen or destroyed Warrant, a new Warrant, in substantially the form of
this Warrant, representing the right to acquire the equivalent number of Warrant Shares, provided
however, as a prerequisite to the issuance of a substitute Warrant, the Company may require
satisfactory evidence of loss, theft or destruction as well as an indemnity from the Holder of a
lost, stolen or destroyed Warrant.



6. PAYMENT OF TAXES




     The Company will pay all transfer and stock issuance taxes attributable to the preparation,
issuance and delivery of this Warrant and the Warrant Shares including, without limitation, all
documentary and stamp taxes; provided, however, that the Company shall not be
required to pay any tax in respect of the transfer of this Warrant, or the issuance or delivery of
certificates for Warrant Shares or other securities in respect of the Warrant Shares to any person
or entity other than the Holder.



7. FRACTIONAL WARRANT SHARES




     No fractional Warrant Shares shall be issued upon exercise of this Warrant. The Company
shall, in lieu of issuing any fractional Warrant Share, shall round up the number of Warrant Shares
issuable to nearest whole share.



8. NO STOCK RIGHTS AND LEGEND




     No holder of this Warrant Certificate, as such, shall be entitled to vote or be deemed the
holder of any other securities of the Company which may at any time be issuable on the exercise
hereof, nor shall anything contained herein be construed to confer upon the holder of this Warrant
Certificate, as such, the rights of a stockholder of the Company or the right to vote for the
election of directors or upon any matter submitted to stockholders at any meeting thereof, or give
or withhold consent to any corporate action or to receive notice of meetings or other actions
affecting stockholders (except as provided herein), or to receive dividends or subscription rights
or otherwise (except as provide herein).



     Each certificate for Warrant Shares initially issued upon the exercise of this Warrant
Certificate, and each certificate for Warrant Shares issued to any subsequent transferee of any
such certificate, shall be stamped or otherwise imprinted with a legend in substantially the



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following form:





     “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES
LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH
RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS,
OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN
OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE
REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD,
PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.”



9. NOTICES




     All notices, consents, waivers, and other communications under this Warrant must be in writing
and will be deemed given to a party when (a) delivered to the appropriate address by hand or by
nationally recognized overnight courier service (costs prepaid); (b) sent by facsimile or e-mail
with confirmation of transmission by the transmitting equipment; (c) received or rejected by the
addressee, if sent by certified mail, return receipt requested; if to the registered Holder hereof
or (d) seven days after the placement of the notice into the mails (first class postage prepaid),
to the Holder at the address or facsimile or e-mail address furnished by the registered Holder to
the Company in accordance with the Purchase Agreement, or if to the Company, to it at 800
5th Avenue, Suite 4100, Seattle, Washington 98104 Attention: Matt Mecke, telecopy
number: (206) 470-1150 (or to such other address, facsimile number, e-mail address as the Holder or
the Company as a party may designate by notice the other party).



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10. SEVERABILITY




     If a court of competent jurisdiction holds any provision of this Warrant invalid or
unenforceable, the other provisions of this Warrant will remain in full force and effect. Any
provision of this Warrant held invalid or unenforceable only in part or degree will remain in full
force and effect to the extent not held invalid or unenforceable.



11. BINDING EFFECT




     This Warrant shall be binding upon and inure to the sole and exclusive benefit of the Company,
its successors and assigns, the registered Holder or Holders from time to time of this Warrant and
the Warrant Shares.



12. SURVIVAL OF RIGHTS AND DUTIES




     This Warrant Certificate shall terminate and be of no further force and effect on the earlier
of 5:00 P.M., New York Time, on the Expiration Date or the date on which this Warrant has been
exercised.



13. GOVERNING LAW




     This Warrant will be governed by and construed under the laws of Nevada without regard to
conflicts of laws principles that would require the application of any other law.



     IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer
thereunto duly authorized as of the date hereof.



	 	 	 	 	 
	 	 	ASIA PAYMENT SYSTEMS INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Charlie Rodriguez
	 

	 	 	 	Secretary






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EXHIBIT A




NOTICE OF EXERCISE




(To be executed by the Holder of Warrant if such Holder desires to exercise Warrant)




     To Asia Payment Systems Inc.:



     The undersigned hereby irrevocably elects to exercise this Warrant and to: purchase
thereunder,                                          full shares of                                          issuable upon exercise of the
Warrant and delivery of $                     (in cash as provided for in the foregoing Warrant) and any
applicable taxes payable by the undersigned pursuant to such Warrant.


The undersigned requests that certificates for such shares be issued in the name of:




	 	 	 
	 

	 	 
	 
	 	 
	 

	 	               (Please print name, address and social security or federal employer identification number
(if applicable)
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 




If the shares issuable upon this exercise of the Warrant are not all of the Warrant Shares which
the Holder is entitled to acquire upon the exercise of the Warrant, the undersigned requests that a
new Warrant evidencing the rights not so exercised be issued in the name of and delivered to:




	 	 	 
	 

	 	 
	 
	 	 
	 

	 	               (Please print name, address and social security or federal employer identification number
(if applicable)
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 





	 	 	 	 	 	 	 
	 

	 	Name of Holder (print):	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	(Signature):	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	(By:)	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	(Title:)	 	 	 	 
	 

	 	 	 	 

	 	 






     Dated:                                         , ___



Exhibit A




 









 






EXHIBIT B




FORM OF ASSIGNMENT




     FOR VALUE RECEIVED,                                                              hereby sells, assigns and transfers to
each assignee set forth below all of the rights of the undersigned under the Warrant (as defined in
an evidenced by the attached Warrant) to acquire the number of Warrant Shares set opposite the name
of such assignee below and in and to the foregoing Warrant with respect to said acquisition rights
and the shares of ____________issuable upon exercise of the Warrant:



	 	 	 	 	 	 	 	 	 
	Name of Assignee

	 	 	 	Address
	 	 	 	Number of Warrant Shares
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 
	 	 	 	 





     If the total of the Warrant Shares are not all of the Warrant Shares evidenced by the
foregoing Warrant, the undersigned requests that a new Warrant evidencing the right to acquire the
Warrant Shares not so assigned be issued in the name of and delivered to the undersigned.



	 	 	 	 	 	 	 
	 

	 	Name of Holder (print):	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	(Signature):	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	(By:)	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	(Title:)	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Dated:
	 	                                        , ___	 	 






Exhibit B