EXHIBIT F
EUROWEB INTERNATIONAL CORP.
B WARRANT FOR THE PURCHASE OF COMMON SHARES
NO. W- ________ SHARES
FOR VALUE RECEIVED, EUROWEB INTERNATIONAL CORP., a Delaware
corporation (the "Company"), hereby certifies that ________________or its
permitted assigns is entitled to purchase from the Company , at any time or from
time to time after April 2, 1999 but prior to 5:00 P.M. on April 1, 2002,
__________Thousand (_______) fully paid and non-assessable shares of common
stock, par value $.001 per share, of the Company for an aggregate purchase price
of $_______ (computed on the basis of $3.50 per share). (Hereinafter, (i) said
common shares, together with any other equity securities which may be issued by
the Company in substitution therefor, are referred to as the "Common Shares",
(ii) the Common Shares purchasable hereunder are referred to as the "Warrant
Shares", (iii) the aggregate purchase price payable hereunder for the Warrant
Shares is referred to as the "Aggregate Warrant Price", (iv) the price payable
hereunder for each of the Warrant Shares, as adjusted in the manner set forth in
Section 3, is referred to as the "Per Share Warrant Price" and (v) this Warrant
and all warrants hereinafter issued in exchange or substitution for this Warrant
are referred to as the "Warrants".) The Aggregate Warrant Price is not subject
to adjustment. The Per Share Warrant Price and the number of Warrant Shares are
subject to adjustment as hereinafter provided.
1. EXERCISE OF WARRANT. (a) This Warrant may be exercised, in whole at
any time or in part from time to time (such partial exercises to be in amounts
of not less than 10,000 Warrant Shares), on and after April 2, 1999, but prior
to 5:00 P.M. on April 1, 2002, by the holder of this Warrant) the ("Holder") by
the surrender of this Warrant (with the subscription form at the end hereof duly
executed) at the principal office of the Company's counsel Xxxxx & Xxxxx, 000
Xxxx
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Avenue, New York, NY 10022, together with proper payment of the Aggregate
Warrant Price applicable on such date, or the proportionate part thereof if this
Warrant is exercised in part. Payment for Warrant Shares shall be made by check
or checks, payable to the order of the Company. If this Warrant is exercised in
part, this Warrant must be exercised for a number of whole Warrant Shares, and
the Holder is entitled to receive a new Warrant covering the number of Warrant
Shares in respect of which this Warrant has not been exercised and setting forth
the proportionate part of the Aggregate Warrant Price applicable to such Warrant
Shares. Upon such surrender of this Warrant, the Company will (a) issue a
certificate or certificates in the name of the Holder for the largest number of
whole Warrant Shares to which the Holder shall be entitled and, if this Warrant
is exercised in whole, in lieu of any fractional Warrant Share to which the
Holder shall be entitled, cash equal to the fair value of such fractional share
(determined in such reasonable manner as the Board of Directors of the Company
shall determine), and (b) deliver the other securities and properties receivable
upon the exercise of this Warrant, or the proportionate part thereof if this
Warrant is exercised in part, pursuant to the provisions of this Warrant. (b)
The Company shall have the right to call this Warrant at any time after April 1,
2001 (two years) by paying the holder $.125 for each share covered by this
Warrant.
2. RESERVATION OF WARRANT SHARES. The Company agrees that, prior to
the expiration of this Warrant, the Company will at all times have authorized
and will reserve, and will keep available, solely for issuance or delivery upon
the exercise of this Warrant, the shares receivable upon the exercise of this
Warrant, the Warrant Shares and other securities and properties as from time to
time shall be receivable upon the exercise of this Warrant, free and clear of
all restrictions on sale or transfer (except as may arise under applicable
securities laws) and free and clear of all preemptive rights.
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3. PROTECTION AGAINST DILUTION.
(a) If, at any time or from time to time after the date of
this Warrant, the Company shall issue to the holders of the Common Shares any
Common Shares by way of a stock dividend or stock split (including, without
limitation, a reverse stock split), then, and in each such case, the Per Share
Warrant Price on the date of such stock dividend or stock split shall be
adjusted, or further adjusted, to a price (to the nearest cent) determined by
dividing (i) an amount equal to the number of Common Shares outstanding
immediately prior to such issuance multiplied by the Per Share Warrant Price in
effect immediately prior to such issuance by (ii) the total number of Common
Shares outstanding immediately after such issuance. Upon each adjustment in the
Per Share Warrant Price resulting from a stock split or stock dividend, the
number of Warrant Shares shall be adjusted by dividing the Aggregate Warrant
Price by the Per Share Warrant Price in effect immediately after such
adjustment. Notice of each such adjustment and each such readjustment shall be
forthwith mailed to the Holder.
(b) If the Company shall be consolidated with or merged into
another corporation, or shall sell all or substantially all of its assets in
part of a reorganization to which the Company is a party within the meaning of
the Internal Revenue Code of 1986, as presently in effect, or shall issue a
security convertible into its Common Shares as a dividend on its Common Shares,
or shall reclassify or reorganize its capital structure (except a stock split
covered by Subsection 3(a) hereof), each Warrant Share shall be replaced for the
purposes hereof by the securities or properties issuable or distributable in
respect of one Common Share upon such consolidation, merger, sale,
reclassification or reorganization, and adequate provisions to that effect shall
be made at the time thereof. Notice of such consolidation, merger, sale,
reclassification or reorganization, and of said
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provisions so proposed to be made, shall be mailed to the Holder not less than
15 days prior to such event.
(c) If the Company shall sell all or substantially all of its
assets, other than as part of a reorganization to which the Company is a party
within the meaning of the Internal Revenue Code of 1986, as presently in effect,
or shall distribute its assets in dissolution or liquidation (other than as part
of such a reorganization), the Company shall mail notice thereof to the Holder
and shall make no distribution to shareholders until the expiration of 15 days
from the date of mailing of said notice and then only to shareholders of record
as of a date at least 15 days after the date of mailing of said notice.
(d) If the Board of Directors of the Company shall declare any
dividend or other distribution in cash with respect to the Common Shares, other
than out of surplus, the Company shall mail notice thereof to the Holder not
less than 15 days prior to the record date fixed for determining shareholders
entitled to participate in such dividend or other distribution.
4. FULLY PAID SHARES; TAXES. The Company agrees that the Common Shares
represented by each and every certificate for Warrant Shares delivered on the
exercise of this Warrant shall, at the time of such delivery, be validly issued
and outstanding, fully paid and non-assessable, and the Company will take all
such actions as may be necessary to assure that the par value or stated value,
if any, per Warrant Share is at all times equal to or less than the then Per
Share Warrant Price. The Company further covenants and agrees that it will pay,
when due and payable, any and all Federal and state stamp, original issue or
similar taxes which may be payable in respect of the issue of any Warrant Share
or certificate therefor.
5. LOSS, ETC. OF WARRANT. Upon receipt of evidence satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant, and of
indemnify reasonably satisfactory to the
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Company, if lost, stolen or destroyed, and upon surrender and cancellation of
this Warrant, if mutilated, and upon reimbursement of the Company's reasonably
incidental expenses, the Company shall execute and deliver to the Holder a new
Warrant of like date, tenor and denomination.
6. WARRANT HOLDER NOT SHAREHOLDER. Except as otherwise provided
therein, this Warrant does not confer upon the Holder any right to vote or to
consent or to receive notice as a shareholder of the Company, as such, in
respect of any matters whatsoever, or any other rights or liabilities as a
shareholder, prior to the exercise hereof.
7. COMMUNICATION. No notice or other communication under this Warrant
shall be effective unless the same is in writing and is mailed by first-class
mail, postage prepaid, addressed to:
(a) the Company at c/x Xxxxx & Xxxxx, at 000 Xxxx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other address as the Company has
designated in writing to the Holder, or
(b) the Holder at 000 Xxxxx Xxxxxx, Xxxxxxx, XX 00000-0000 or
such other address as the Holder has designated in writing to the Company.
8. HEADINGS. The headings of this Warrant have been inserted as a
matter of convenience and shall not affect the construction hereof.
9. APPLICABLE LAW. This Warrant shall be governed by and construed in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, EUROWEB INTERNATIONAL CORP. has caused this
Warrant to be signed by its President and its corporate seal to be hereunto
affixed this __ day of _______, 1999.
ATTEST: EUROWEB INTERNATIONAL CORP.
By: /s/Xxxxx X. Xxxxx
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Chairman of the Board
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SUBSCRIPTION
The undersigned, ___________________________________________________
pursuant to the provisions of the Warrant, dated April 2, 1999, granted by
EuroWeb International Corp. for ________ Common Shares hereby elects to purchase
____________________ (____________) Common Shares of EuroWeb International
Corp. covered by that Warrant.
Dated:____________, 1999
Signature __________________________________________
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