Exhibit 10.3
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED ("SECURITIES
ACT"), AND MAY NOT BE SOLD TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS M THE
SHARES ARE REGISTERED UNDER THE SECURITIES ACT OF 1933 AND THE SECURITIES ACT OF
ANY STATE APPLICABLE TO SUCH SALE, OR (ii) THE PROPOSED SELLER PROVIDES THE
COMPANY WITH AN OPINION OF COUNSEL THAT THE SECURITIES ARE BEING SOLD IN A
TRANSACTION WHICH IS EXCEPT FROM THE REGISTRATION REQUIREMENT OF THE SECURITIES
ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES ACTS AND THE COMPANY IS
SATISFIED THAT NO REGISTRATION STATEMENT IS THEN REQUIRED AND THAT THIS WARRANT
AND THE UNDERLYING SECURITIES MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
IN THE MANNER CONTEMPLATED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933
OR ANY STATE SECURITIES ACT.
WARRANT TO PURCHASE SHARES
OF COMMON STOCK OF
NO. 1
Warrant to Purchase
VOID AFTER 5:00 P.M.
April 9, 2002
FOR VALUE RECEIVED, World CallNet, Inc., a corporation organized under
the laws of Delaware (the "Company"), promises to issue in the name of, and sell
and deliver to Eagle Equity I, L.P., Two Lincoln Centre, Suite 1280, LB 56,
Xxxxxx, Xxxxx 00000, (the "Holder"), a certificate or certificates for an
aggregate of 350,000 shares ("Shares") of common stock of the Company ("Common
Stock") par value $.001 per share, at any time on or after May 9, 1999, and
prior to 5:00 P.M., London, England Time on April 9, 2002 (the "Expiration
Date"), upon payment therefor of $4.00 per Share in lawful funds of the United
States of America, such amount (the "Basic Exercise Price") being subject to
adjustment in the circumstances set forth hereinbelow. This applicable Basic
Exercise Price, until such adjustment is made and thereafter as adjusted from
time to time, is called the "Exercise Price."
THIS WARRANT MAY NOT BE ASSIGNED, SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED, OR OTHERWISE ENCUMBERED OR OTHERWISE DISPOSED OF (EXCEPT FOR
ASSIGNMENT TO AFFILIATES OF HOLDER), IT MAY NOT BE ASSIGNED, SOLD, TRANSFERRED,
PLEDGED, HYPOTHECATED OR OTHERWISE ENCUMBERED OR DISPOSED OF BY THE HOLDER,
EXCEPT BY THE HOLDER'S EXERCISE HEREOF AS SET FORTH HEREIN FOLLOWING DUE
REGISTRATION UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS, OR IN
TRANSACTIONS EXEMPT FROM SUCH REGISTRATION.
1. Exercise of Warrant. In case the Holder of this Warrant shall desire
to exercise this Warrant in whole or in part, the Holder shall surrender this
Warrant, with the form of exercise notice
1
on the last page hereof duly executed by the Holder, to the Company accompanied
by payment of the Exercise Price of $4.00 per Share, subject to adjustment as
noted herein.
At the option of the Holder, the Holder may exercise this Warrant,
without a cash payment of the Exercise Price by designating that the number of
shares of Common Stock issuable to Holder upon such exercise shall be reduced by
the number of shares having a fair market value equal to the amount of the total
exercise price for such exercise. In such instance, no cash or other
consideration will be paid by Holder in connection with such exercise other than
the surrender of the Warrant itself, and no commission or other remuneration
will be paid or given by Holder or the Company in connection with such exercise.
If such exercise results in only a partial exercise of this Warrant, then the
Company shall deliver to Holder a new Warrant evidencing the remaining rights
under this Warrant, as provided below. This election is available to the Holder
only if immediately prior to the exercise date Shares of Common Stock trade on
any stock exchange, the NASDAQ Stock Market or the OTC Bulletin Board. For this
purpose, the fair market value of shares of Common Stock shall be determined as
of the last business day preceding the exercise date and shall be deemed to be
the average of the closing bid and ask prices of the Common Stock; provided,
however, if shares of the Common Stock are then listed on a national securities
exchange or the NASDAQ Stock Market, the fair market value of shares of Common
Stock shall be deemed to be the closing price on the relevant date.
This Warrant may be exercised in whole or in part but not for
fractional Shares. In case of the exercise in part only, the Company will
deliver to the Holder a new Warrant of like tenor in the name of the Holder
evidencing the right to purchase the number of Shares as to which this Warrant
has not been exercised. This Warrant, at any time prior to the exercise hereof,
upon presentation and surrender to the Company may be exchanged, along or with
other Warrants of like tenor registered in the name of the same Holder, for
another Warrant or other Warrants of like tenor in the name of such Holder
exercisable for the same aggregate number of Shares as the Warrant or Warrants
surrendered.
2. Registration Rights. Holder shall have the registration rights set
forth in the Registration Rights Agreement executed by the Company in connection
with the issuance of this Warrant.
3. Stock Dividends a Reclassification Reorganizations Anti-Dilution
Provisions. This Warrant is subject to the following further provisions:
a. In case, prior to the expiration of this Warrant by
exercise or by its terms, the Company shall issue any shares of its
Common Stock as a stock dividend or subdivide the number of outstanding
shares of Common Stock into a greater number of shares, then in such
case, the number of shares of Common Stock issuable upon exercise of
this Warrant shall be proportionately increased and the Exercise Price
shall be proportionately decreased, and conversely, in the event the
Company shall contract the number of outstanding shares of Common Stock
by combining such shares of Common Stock into a smaller number of
shares of Common Stock then, in such case the number of shares of
Common Stock issuable upon exercise of this Warrant shall be
proportionately decreased and the Exercise Price shall be
proportionately increased. If the Company shall, at any time during the
life of this Warrant,
2
declare a dividend payable in cash on its Common Stock and shall at
substantially the same time offer to its stockholders generally a right
to purchase new shares of Common Stock from the proceeds of such
dividend or for an amount substantially equal to the dividend, all
shares of Common Stock so issued shall for the purpose of this Warrant.
be deemed to have been issued as a stock dividend. Any dividend paid or
distributed upon the Common stock in shares of any other class of
securities convertible into shares of Common Stock or any other
securities shall be treated as a dividend paid in Common Stock to the
extent that shares of Common Stock are issuable upon the conversion
thereof.
b. In case prior to the expiration of this Warrant by exercise
or by its terms, the Company shall be recapitalized by reclassifying
its outstanding Common Stock into shares with a different par value or
shall thereafter reclassify any such shares in a like manner, or the
Company or a successor corporation shall consolidate, or merge with or
convey all or substantially all of its, or all or substantially all of
any successor corporation's property and assets to any other
corporation or corporations (any such corporation being included within
the meaning of the term "successor corporation" hereinbefore used in
the event of any consolidation or merger of any such corporation with,
or the sale of all or substantially all of the property of any such
corporation to another corporation or corporations), the Holder shall
thereafter have the right to purchase, pursuant to and under the terms
and conditions and during the time specified in this Warrant, in lieu
of the shares of Common Stock issuable upon exercise of this Warrant,
such shares of Common Stock, securities or assets as may be issued upon
exercise of this Warrant pursuant to such recapitalization,
consolidation, merger or conveyance; and, in any such event, the rights
of the Holder to an adjustment in the number of shares of Common Stock
that are purchasable upon the exercise of this Warrant and the Exercise
Price as herein provided, shall continue and be preserved in respect to
any shares, securities or assets which the Holder of this Warrant
becomes entitled to purchase.
c. The Exercise Price shall also be subject to adjustment from
time to time as follows:
(1)(A) If the Company shall issue any Additional
Stock without consideration or for a consideration per share
less than U.S. $3.50 (the "Threshold Price"), then the
Exercise Price in effect immediately prior to the issuance of
such Additional Stock shall forthwith be reduced to the per
share consideration received for such Additional Stock.
(B) If the Company shall issue options to purchase
or rights to subscribe for Additional Stock (or securities
exercisable for or convertible into options to purchase or
rights to subscribe for Additional Stock), the following
provisions shall apply:
(I) The options to purchase or rights to
subscribe for Additional Stock shall be deemed to
have been issued for a consideration equal to the
consideration (determined in the manner provided in
paragraphs (c)(2) and (c)(3) of this Section 3), if
any, received by the Company upon the issuance
3
of such options or rights plus the purchase price
provided in such options or rights for the Additional
Stock covered thereby.
(II) The aggregate number of shares of
Additional Stock deliverable upon conversion of or in
exchange for any such convertible or exchangeable
securities or upon the exercise of options to
purchase or rights to subscribe for such convertible
or exchangeable securities and subsequent conversion
or exchange thereof shall be deemed to have been
issued for a consideration equal to the
consideration, if any, received by the Company for
any such securities and related options or rights
(excluding any cash received on account of accrued
interest or accrued dividends), plus the additional
consideration, if any, to be received by the Company
upon the conversion or exchange of such securities or
the exercise of any related options or rights (the
consideration in each case to be determined in the
manner provided in paragraphs (c)(2) and (c)(3) of
this Section 3);
(III) In the event of any change in the number
of shares of Additional Stock deliverable upon
exercise of such options or rights or upon conversion
of or in exchange for such convertible or
exchangeable securities, including, but not limited
to, a change resulting from the antidilution
provision thereof, the Exercise Price in effect at
the time shall forthwith be readjusted to such
Exercise Price as would have been obtained, had the
adjustment that was made upon the issuance of such
options, rights or securities not converted prior to
such change been made upon the basis of such change;
and
(IV) No further adjustment of the applicable
Exercise Price shall be made for the actual issuance
of Additional Stock (or the issuance of securities
convertible into Additional Stock upon the exercise
of any such options or rights) upon the exercise of
any such options or rights or the conversion or
exchange of such securities after the adjustments
have been made under this paragraph (c)(1)(B) of this
Section 3.
(2) In the case of the issuance of Additional Stock
for cash, the consideration shall be deemed to be the amount
of cash paid therefor before deducting any reasonable
discounts, commissions or other expenses allowed, paid or
incurred by the Company for any underwriting or otherwise in
connection with the issuance and sale thereof.
(3) In the case of the issuance of Additional Stock
for a consideration in whole or in part other than cash, the
consideration other than cash shall be deemed to be the fair
value thereof as determined in good faith by Borrower's Board
of Directors.
(4) Additional Stock means any shares of the
Company's capital stock or securities convertible, exercisable
or exchangeable into the Company's capital stock
4
issued after the date hereof, other than shares of Excluded
Stock. Excluded Stock means shares of Common Stock, securities
convertible, exercisable or exchangeable into the Company's
capital stock, or other securities (i) issued or to be issued
by the Company for which adjustment is made under Section 3(a)
or (b), (ii) issued or to be issued by the Company with
respect to outstanding options, warrants, or rights to acquire
any shares of capital stock referenced on Schedule 4.2 to the
Securities Purchases Agreement executed in connection
herewith, (iii) shares of Common Stock or options or warrants
to purchase shares of Common Stock to be issued to
shareholders and/or option holders of Callnet Plc in
connection with the acquisition by the Company of all the
shares of capital stock of Callnet Plc not owned by the
Company, or (iv) issued with the consent of the Purchasers (as
described in the Securities Purchase Agreement).
d. Upon the occurrence of each event
requiring an adjustment of the Exercise Price or of
the number of shares of Common Stock issuable upon
exercise of this Warrant in accordance with, and as
required by, the terms of Subsection (a) of this
Section 3, the Company shall use its best efforts to
forthwith cause either a firm of independent
certified public accountants (who may be the regular
accountants for the Company) or the Chief Financial
Officer of the Company to compute the adjusted
Exercise Price or the adjusted number of shares of
Common Stock issuable upon exercise of this Warrant
by reason of such event in accordance with the
provisions of Subsection (a), (b) or (c) of this
Section 3. The Company shall forthwith mail to the
Holder of this Warrant a copy of such computation,
which shall be conclusive and shall be binding upon
such Holder unless contested by such Holder by
written notice to the Company within 14 days after
the mailing thereof by the Company.
e. In case
(1) the Company shall make a record
of the holders of its Common Stock for the
purpose of entitling them to receive, a
dividend payable (whether payable in cash,
securities, property or in any other form);
or
(2) the Company shall make a record
of the holders of its Common Stock for the
purpose of entitling them to subscribe for
or purchase any shares of any class or to
receive any other rights; or
(3) the Company shall set a date for
any reclassification other reorganization of
the capital stock of the Company,
consolidation or merger of the Company with
or into another corporation, or conveyance
of all or substantially all of the assets of
the Company, or
5
(4) the Company shall set a date for
the voluntary or involuntary dissolution,
liquidation or winding upon of the Company:
then, in any such case, the Company shall mail to the
Holder of this Warrant at least 30 days prior to such
record date or the date set for any actions described
in subparagraphs (d)(1) through (d)(3) above, a
notice advising such Holder of the date or expected
date on which a record is to be taken for the purpose
of such dividend, distribution of rights or the date
on which such reclassification, reorganization,
consolidation, merger, conveyance, dissolution,
liquidation or winding up is to take place, as the
case may be. Such notice shall also specify the date
or expected date, if any is to be fixed, as of which
holders of Common Stock of record shall be entitled
to participate in said dividend, distribution of
rights, or shall be entitled to exchange their shares
of Common Stock for securities or other property
deliverable upon such reclassification,
reorganization, consolidation, merger, conveyance
dissolution, liquidation or winding up, as the case
may be. Each such written notice shall be given by
certified mail, postage prepaid, return receipt
requested, addressed to the holder of the Warrant at
the address of such holder as shown on the books of
the Company.
f. In case the Company, at any time while
this Warrant shall remain valid and unexercised,
shall sell more than one-half of its property, or
dissolve, liquidate or wind up its affairs or sell or
dispose of all or any part of the assets, securities
or property of any wholly-owned subsidiary, the
Holder of this Warrant shall thereafter be entitled
to receive upon exercise hereof (in lieu of such
shares of Common Stock underlying this Warrant) and
the same kind and amount of any securities or assets
a may be issuable, distributable or payable upon any
such sole, dissolution, liquidation or winding up
with respect to such number of shares of Common Stock
of the Company as would otherwise have been issuable
upon exercise of this Warrant. The Company shall mail
notice thereof by registered mail to the Holder and
shall make no distribution to the stockholders of the
Company until the expiration of thirty (30) days from
the date of such mailing: provided, however, that in
any such event if the Holder shall not exercise this
Warrant within thirty (30) days from the date of
mailing such notice, all rights herein granted not so
exercised within such thirty (30) day period shall
thereafter become null and void. The Company shall
not, however, be prevented from consummating any such
sale without awaiting the expiration of such thirty
(30) day period, it being the intent and purposes
hereof to enable the Holder upon exercise of this
Warrant to participate in the distribution of the
consideration to be received by the Company upon any
such sale or in the distribution of assets upon any
dissolution or liquidation of the Company.
g. In the event the Company, at any time
while this Warrant shall remain valid and
unexercised, shall propose to declare any partial
liquidating
6
dividend, it shall notify the Holder of this Warrant
as set forth in Subsection (d) of this Section 3. The
term "partial liquidating dividend" shall, include a
dividend in cash or other property of an amount that,
together with all other dividends in cash or other
property paid or declared and set aside for payment,
is equal to or greater then 40% of the cumulative
consolidated net income of the Company subsequent to
one year from the date hereof.
h. The provisions of this Section 3 are for
the purpose of, and shall be to the effect that upon
any exercise of this Warrant the Holder shall be
entitled to receive the same amount and, kind of
securities and other property that it would have been
entitled to receive as the owner at all times
subsequent to the date hereof the number of shares of
Common Stock issuable upon exercise of the Warrant.
4. Covenants of the Company. The Company hereby
covenants and agrees that prior to the expiration of this
Warrant by exercise or by its terms:
a. The Company will not by amendment of its
Certificate of Incorporation, as they may currently
exist, or through reorganization, consolidation,
merger, dissolution, or see of assets, or by any
other voluntary act or deed, avoid or seek to avoid
the observance or performance of any of the
covenants, stipulations or conditions to be observed
or performed hereunder by the Company, but will at
all times in good faith assist, insofar as it is
able, in the carrying out of all provisions of this
Warrant and in the taking of all other actions that
may be necessary in order to protect the rights of
the Holder against dilution.
b. If at any time or from time to time, the
Company shall, by subdivision, consolidation or
reclassification of shares, or otherwise, change as a
whole the outstanding shares of Common Stock into a
different number or class of shares, the number and
class of shares as so changed shall, for the purpose
of each Warrant and the terms and conditions hereof,
replace the shares outstanding immediately prior to
such change, and the Exercise Price in effect, and
the number of Shares purchasable under each Warrant,
immediately prior to the date on which such change
becomes effective, shall be proportionately adjusted.
c. Irrespective of any adjustment or change
in the Warrant Exercise Price, the number of shares
of Common Stock issuable upon conversion of the
Shares actually purchasable under each Warrant of
like tenor, the Warrants theretofore and thereafter
issued may continue to express the Warrant Exercise
Price per Share and the number of Shares purchasable
thereunder as the Warrant Exercise Price per Share
and the number of Shares purchasable were expressed
on the Warrants when initially issued.
7
d. If at any time while any Warrant is
outstanding the Company consolidates with or merges
into another corporation, firm or entity, or
otherwise enters into a form of business combination,
the Holder, upon exercise hereof, shall be entitled
to purchase, with respect to each share of Common
Stock issuable upon exercise of the Warrant, that
number of Shares to which a holder of one (1) share
of Common Stock would have been entitled upon the
occurrence of such business combination without any
change in, or payment in addition to, the Warrant
Exercise Price in effect immediately prior to such
merger or consolidation, and the Company shall take
such steps in connection with such consolidation or
merger as may be necessary to assure that all the
provisions of each Warrant shall thereafter be
applicable, as nearly as reasonably may be, in
relation to any securities or property thereafter
deliverable upon the exercise of each Warrant. The
Company shall not effect any such consolidation,
merger or other form of business combination unless,
prior to the consummation thereof, the successor
corporation (if other than the Company) resulting
therefrom shall assume, by written instrument
executed and mailed to the registered holder of each
Warrant at the address of such holder shown on the
books of the Company, the obligation to deliver to
such holder such securities, or property such holder
shall be entitled to purchase in accordance with the
foregoing provisions.
e. Upon the happening of any event requiring
an adjustment of the Warrant Exercise Price
hereunder, the Company shall forthwith give written
notice thereof to the registered Holder of each
Warrant, stating the adjusted Warrant Exercise Price
and the adjusted number of shares of Common Stock
issuable upon the exercise thereof resulting from
such event, and setting forth in reasonable detail
the method of calculation. The certificate of either
the Company's independent certified public
accountants or Chief Financial Officer shall be
conclusive evidence of the correctness of any
computation made hereunder unless contested by a
Holder by written notice to the Company within 14
days after the mailing thereof by the Company. Notice
pursuant to this paragraph shall be given by
certified mail, postage prepaid, return receipt
requested, addressed to the registered holder of each
Warrant at the address of such holder appearing in
the records of the Company.
f. The Company shall at all times reserve
and keep available, out of its authorized and
unissued capital stock, solely for the purpose of
providing for the exercise, forthwith upon the
request of the Holder of the Warrant(s) then
outstanding and in effect, such numbers of shares of
Common Stock as shall, from time to time, be
sufficient for the Shares upon such exercise of the
Warrants. The Company shall, from time to time, in
accordance with the laws of the State of Delaware,
increase the authorized amount of its capital stock,
if at any time the number of shares of Common Stock
remaining unissued and unreserved for other purposes
shall not be
8
sufficient to permit the exercise of all Warrants
then outstanding and in effect.
g. The Company covenants and agrees that all
Shares that may be issued upon the exercise of the
rights represented by this Warrant will, upon
issuance be validly issued, fully paid and
non-assessable, and free from all taxes, liens and
charges with respect to the issue thereof (other than
taxes in respect of any transfer occurring with such
issue). The Company further covenants and agrees
that, during the period within which the rights
represented by this Warrant may be exercised, the
Company will at all times have authorized and
reserved a sufficient number of shares of its Common
Stock to provide for the exercise of the rights
represented by this Warrant.
5. Loss, Theft, Destruction or Mutilation. In case
this Warrant shall become mutilated or defaced or be
destroyed, lost or stolen, the Company shall execute and
deliver a new Warrant in exchange for and upon surrender and
cancellation of such mutilated or defaced Warrant or in lieu
of and substitution of such Warrant so destroyed, lost or
stolen, upon the Holder of such Warrant filing the Company
such evidence satisfactory to it that such Warrant has been so
mutilated, defaced, destroyed, lost or stolen and of the
ownership thereof by the Holder; provided, however, that the
Company shall be entitled, as a condition to the execution and
delivery of such new Warrant, to demand indemnity satisfactory
to it and payment of expenses and charges incurred in
connection with the delivery of such new Warrant, except that
no bond shall be required from the Holder. All Warrants so
surrendered to the Company shall be canceled.
6. Record Owner. At the time of the surrender of this
Warrant, together with the form of subscription properly
executed and payment of the Exercise Price, the person
exercising this Warrant shall be deemed to be the Holder of
record of the shares of Common Stock deliverable upon such
exercise, in whole, or in part, notwithstanding that the stock
transfer of the Company shall then be closed or that
certificates representing such shares of Common Stock shall
not then be actually delivered to such person. The Company
will pay all costs with respect to the issuance of this
Warrant or the shares of Common Stock issuable upon exercise
hereof, or thereof
7. Fractional Shares. No fractional Shares,
fractional shares or scrip representing fractional shares of
Common Stock shall be issued upon the exercise of this
Warrant. With respect to any fraction of a. Share called for
on such exercise, the Holder may elect to receive, and the
Company shall pay to the Holder, an amount in cash equal to
such fraction multiplied by the Exercise Price. In the
alternative, the Holder may elect to remit to the Company an
amount in cash equal to the difference between such fraction
and one, multiplied by the Exercise Price, and the Company
will issue the Holder one share of Common Stock in addition to
the number of whole shares required by the exercise of the
Warrant; provided, however, that the Company shall not be
obligated by the operation of this Section 7 to issue Shares
in the
9
aggregate exceeding the number of shares duty registered in
accordance with the applicable federal and state securities
laws or as to which an exemption from registration has been
determined to be available.
8. Mandatory Exercise Provision. The Company may
require the Warrants represented hereby be exercised prior to
the Expiration Date, or expire, provided that the average
closing price of the underlying Shares of Common Stock, as
adjusted herein, on any stock exchange, public bulletin board
or other market place for any twenty market days equals or
exceeds U.S. $25.00 per share. Such prices may be any
combination of such markets and must not be from only one
source. Such mandatory exercise right must be exercised by the
Company giving ten days prior written notice to the Holder
hereof. After receipt of such notice, the Holder may exercise
the Warrant as provided herein up until the expiration of the
notice period; provided, however, if the Holder requests prior
to the expiration of such notice period registration under the
Securities Act of 1933 as amended, (the "Securities Act"), of
the underlying Shares pursuant to the Registration Rights
Agreement entered into by the Company in connection with the
issuance of the Warrant, the exercise of the Warrant may be
deferred at the election of the Holder until such registration
is effective under the Securities Act or until the Company's
obligations to register such shares pursuant to the
Registration Rights Agreement has terminated. If the Warrant
is not exercised prior to the expiration of the notice period
referred to above, the Warrant shall cease to exist.
9. Original Issue Taxes. The Company will pay all
United States, state and local (but not foreign) original
issue taxes, if any, upon the issuance of this Warrant or the
Shares deliverable upon exercise hereof.
10. Mailing of notices, etc. All notices, and other
communications from the Company to the Holder of this Warrant
shall be mailed by first-class registered or certified mail,
return receipt requested, postage prepaid, to the Holder, at
the address set forth in the records of the Company, or to
such other address furnished to the Company in writing from
time to time by the Holder of this Warrant. All notices from
the Holder of this Warrant to the Company shall be mailed to
the Company at World CallNet, Inc., Brecon House Meridian
Gate, 000 Xxxxx Xxxx, Xxxxxx, X000XX, Xxxxxx Xxxxxxx,
Attention: Xxxx Xxxxxxx-Xxxxxxx, President.
11. Registration Under the Securities Act of 1933.
This Warrant and the Shares issuable upon exercise of this
Warrant have not been registered under the Securities Act or
the securities acts of any state or foreign country by virtue
of the Registration Statement. This Warrant and all
replacement Warrants and all Shares issued upon exercise of
the Warrant shall bear the following legend:
This Warrant, and the securities issuable
upon the exercise of this Warrant, have not
been registered under the Securities Act of
1933, as amended ("Securities Act") and may
not be sold, transferred or
10
otherwise disposed of unless (i) the Shares
are registered under the Securities Act of
1933 and the securities act of any state
applicable to such sale, or (ii) the
proposed seller provides the Company with an
opinion of counsel that the securities are
being sold in a transaction which is except
from the registration requirements of the
Securities Act of 1933 and any applicable
state securities acts and the Company is
satisfied that no registration statement is
then required and that this Warrant and the
underlying securities may be sold,
transferred or otherwise disposed of in the
manner contemplated without registration
under the Securities Act of 1933 or any
state securities act.
12. Laws of the of Delaware. This Warrant shall be
governed by, interpreted under and construed in all respects
in accordance with the laws of the State of Delaware,
irrespective of the place of domicile or residence of any
party. In the event of a controversy arising out of the
interpretation, construction, performance or breach of this
Warrant, the parties hereby agree and consent to the
jurisdiction and venue of any State or Federal court of
competent jurisdiction.
13. Entire Agreement and Modification. The Company
and the Holder of this Warrant hereby represent and warrant
that this Warrant is intended to and does, contain and embody
all of the understandings and agreements, both written and
oral, of the parties hereto with respect to the subject matter
of this Warrant, and that there exists no oral, agreement or
understanding express or implied, whereby the absolute, final
and unconditional character nature of this Warrant be in any
way invalidated, empowered or affected. A modification or
waiver of any of the terms, conditions or provisions of this
Warrant shall be effective only if made in writing and
executed with the same formality as this Warrant.
This Warrant will become wholly void and of no effect
and the rights evidenced hereby will terminate unless
exercised in accordance with the terms and provision hereof at
or before 5:00 P.M., London Time, on the Expiration Date.
[Remainder of Page Intentionally Blank]
11
IN WITNESS WHEREOF, the Company by its duty
authorized officer has executed this Warrant on this 9th day
of April, 1999.
Attest: World CallNet, Inc
____________________ By: _______________________
Xxxx Xxxxxxx-Xxxxxxx,
President
12
FORM OF EXERCISE
The undersigned hereby irrevocably elects to exercise
the purchase rights represented by this Warrant for, and to
purchase thereunder, ___________ Shares of World CallNet,
Inc., a Delaware corporation, and herewith makes payment of
$4.00 per share, or at total of $__________ therefor, and
requests that such Shares be issued to:
---------------------------------
(Print Name)
---------------------------------
(Address)
---------------------------------
(Taxpayer Identification Number)
Dated:
--------------------------- --------------------------
(Signature must conform in
all respects to name of
holder as specified on the
face of the Warrant)
13
