Exhibit 4.4
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS. IT MAY NOT BE TRANSFERRED, ASSIGNED,
SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN
OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE
COMPANY, THAT REGISTRATION IS NOT REQUIRED BECAUSE OF AN APPLICABLE EXEMPTION
FROM SUCH REGISTRATION REQUIREMENTS.
-------------------
February 23, 2000
ADVANCED COMMUNICATIONS GROUP, INC.
-------------------
Common Stock Purchase Warrant
Advanced Communications Group, Inc., a Delaware corporation (the
"COMPANY"), hereby certifies that for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Halifax Fund, L.P.
having an address at c/o The Palladin Group, L.P., 000 Xxxxxxxxx Xxxxxx,
Xxxxxxxxx, XX 00000 ("PURCHASER") or any other Warrant Holder is entitled, on
the terms and conditions set forth below, to purchase from the Company at any
time beginning on the date hereof and ending on the fifth anniversary of the
Closing Date, 429,262 fully paid and nonassessable shares of Common Stock,
par value $0.0001, of the Company (the "COMMON STOCK"), at a purchase price
per share of Common Stock equal to $18.4681, (the "PURCHASE PRICE"), as the
same may be adjusted pursuant to Section 5 herein.
1. DEFINITIONS.
(a) The term "AGREEMENT" shall mean the Convertible Debenture
Purchase Agreement dated as of February 23, 2000, between the Company and the
Investors signatory thereto.
(b) The term "DEBENTURE" shall mean any of the Company's 5%
Convertible Debentures Due February 23, 2006.
(c) The term "EFFECTIVE REGISTRATION" shall have the meaning
specified in the Agreement.
(d) The term "CLOSING DATE" shall mean February 23, 2000.
(e) The term "REGISTRATION RIGHTS AGREEMENT" shall mean the
Registration Rights Agreement, dated as of February 23, 2000, between the
Company and the Investor signatory thereto.
(f) The term "WARRANT HOLDER" shall mean the Purchaser or any
assignee of all or any portion of this Warrant.
(g) The term "WARRANT SHARES" shall mean the shares of Common Stock
or other securities issuable upon exercise of this Warrant.
Capitalized terms used but not defined in this Warrant shall have the
meanings specified in the Agreement or the Debentures.
2. EXERCISE OF WARRANT.
This Warrant may be exercised by the Warrant Holder, in whole or in
part, at any time and from time to time by either of the following methods:
(a) The Warrant Holder may surrender this Warrant, together with the
form of subscription at the end hereof duly executed by Warrant Holder
("SUBSCRIPTION NOTICE"), at the offices of the Company or any transfer agent
for the Common Stock; or
(b) The Warrant Holder may also exercise this Warrant, in whole or
in part, in a "cashless" or "net-issue" exercise by delivering to the offices
of the Company or any transfer agent for the Common Stock this Warrant,
together with a Subscription Notice specifying the number of Warrant Shares
to be delivered to such Warrant Holder ("DELIVERABLE SHARES") and the number
of Warrant Shares with respect to which this Warrant is being surrendered in
payment of the aggregate Purchase Price for the Deliverable Shares
("SURRENDERED SHARES"); PROVIDED that the Purchase Price multiplied by the
number of Deliverable Shares shall not exceed the value of the Surrendered
Shares. For the purposes of this provision, each Warrant Share as to which
this Warrant is surrendered will be attributed a value equal to the fair
market value (as defined below) of the Warrant Share minus the Purchase Price
of the Warrant Share.
In the event that the Warrant is not exercised in full, the number of
Warrant Shares shall be reduced by the number of such Warrant Shares for
which this Warrant is exercised and/or surrendered, and the Company, at its
expense, shall within three (3) Trading Days (as defined below) issue and
deliver to or upon the order of Warrant Holder a new Warrant of like tenor in
the name of Warrant Holder or as Warrant Holder (upon payment by Warrant
Holder of any applicable transfer taxes) may request, reflecting such
adjusted Warrant Shares.
3. DELIVERY OF STOCK CERTIFICATES.
(a) Subject to the terms and conditions of this Warrant, as soon as
practicable after the exercise of this Warrant in full or in part, and in any
event within three (3) Trading Days thereafter, the Company shall transmit
the certificates of the Warrant Shares (together with any other stock or
other securities or property to which
2
Warrant Holder is entitled upon exercise) by messenger or overnight delivery
service to reach the address designated by such holder within three (3)
Trading Days after the receipt of the Subscription Notice ("T+3"). If such
certificates are not received by the Warrant Holder within T+3, then the
Warrant Holder will be entitled to revoke and withdraw its exercise of its
Warrant at any time prior to its receipt of those certificates.
In lieu of delivering physical certificates representing the Warrant
Shares deliverable upon exercise of Warrants, provided the Company's transfer
agent is participating in the Depository Trust Company ("DTC") Fast Automated
Securities Transfer ("FAST") program, upon request of the Warrant Holder, the
Company shall use its best efforts to cause its transfer agent to
electronically transmit the Warrant Shares issuable upon exercise to the
Warrant Holder, by crediting the account of Warrant Holder's prime broker
with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The
time periods for delivery described above shall apply to the electronic
transmittals through the DWAC system. The parties agree to coordinate with
DTC to accomplish this objective. The exchange pursuant to Section 3 shall be
deemed to have been made immediately prior to the close of business on the
date of the Subscription Notice. The person or persons entitled to receive
the Warrant Shares issuable upon such exercise shall be treated for all
purposes as the record holder or holders of such Warrant Shares at the close
of business on the date of the Subscription Notice.
The term Trading Day means (x) if the Common Stock is listed on the New
York Stock Exchange or the American Stock Exchange, a day on which there is
trading on such stock exchange, (y) if the Common Stock is not listed on
either of such stock exchanges but sale prices of the Common Stock are
reported on an automated quotation system, a day on which trading is reported
on the principal automated quotation system on which sales of the Common
Stock are reported, or (z) if the foregoing provisions are inapplicable, a
day on which quotations are reported by National Quotation Bureau
Incorporated.
(b) This Warrant may not be exercised as to fractional shares of Common
Stock. In the event that the exercise of this Warrant, in full or in part,
would result in the issuance of any fractional share of Common Stock, then in
such event the Warrant Holder shall be entitled to cash equal to the fair
market value of such fractional share. For purposes of this Warrant, "FAIR
MARKET VALUE" shall equal the closing trading price of the Common Stock on
the Approved Market which is the principal trading exchange or market for the
Common Stock (the "PRINCIPAL MARKET") on the date of determination or, if the
Common Stock is not listed or admitted to trading on any Approved Market, the
average of the closing bid and asked prices on the over-the-counter market as
furnished by any New York Stock Exchange member firm reasonably selected from
time to time by the Company for that purpose and reasonably acceptable to the
Warrant Holder, or, if the Common Stock is not listed or admitted to trading
on any Approved Market or traded over-the-counter and the average price
cannot be determined a contemplated above, the fair market value of the
Common Stock shall be as reasonably determined in good faith by the Company's
Board of Directors with the concurrence of the Warrant Holder.
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4. (A) REPRESENTATIONS AND COVENANTS OF THE COMPANY.
(a) The Warrant Shares, when issued in accordance with the terms
hereof, will be duly authorized and, when paid for or issued in accordance
with the terms hereof, shall be validly issued, fully paid and
non-assessable. The Company has authorized and reserved for issuance to
Warrant Holder the requisite number of shares of Common Stock to be issued
pursuant to this Warrant.
(b) The Company shall at all times reserve and keep available,
solely for issuance and delivery as Warrant Shares hereunder, 200% of such
number of shares of Common Stock as shall from time to time be issuable
hereunder.
(c) With a view to making available to the Warrant Holder the
benefits of Rule 144 promulgated under the Act and any other rule or
regulation of the Securities and Exchange Commission ("SEC") that may at any
time permit Warrant Holder to sell securities of the Company to the public
without registration, the Company agrees to use its best efforts to:
(i) make and keep public information available, as those terms
are understood and defined in Rule 144, at all times;
(ii) file with the SEC in a timely manner all reports and other
documents required of the Company under the Act and the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"); and
(iii) furnish to any Warrant Holder forthwith upon request a
written statement by the Company that it has complied with the
reporting requirements of Rule 144 and of the Act and the Exchange
Act, a copy of the most recent annual or quarterly report of the
Company, and such other reports and documents so filed by the Company
as may be reasonably requested to permit any such Warrant Holder to
take advantage of any rule or regulation of the SEC permitting the
selling of any such securities without registration.
(B) REPRESENTATIONS AND COVENANTS OF THE PURCHASER.
The Purchaser shall not transfer, sell, pledge, encumber or
otherwise dispose of this Warrant or the Warrant Shares, unless such resale
is pursuant to an effective registration statement under the Act or pursuant
to an opinion of counsel in form and substance reasonably acceptable to the
Company that registration is not required because of an applicable exemption
from such registration requirements.
5. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES. The number of and
kind of securities purchasable upon exercise of this Warrant and the Purchase
Price shall be subject to adjustment from time to time as follows:
(a) Subdivisions, Combinations and other Issuances. If the Company
shall at any time after the date hereof but prior to the expiration of this
Warrant subdivide
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its outstanding securities as to which purchase rights under this Warrant
exist, or combine its outstanding securities as to which purchase rights
under this Warrant exist, the number of Warrant Shares as to which this
Warrant is exercisable as of the date of such subdivision or combination
shall forthwith be proportionately increased in the case of a subdivision, or
proportionately decreased in the case of a combination. Appropriate
proportional adjustments (decrease in the case of subdivision, increase in
the case of combination) shall also be made to the Purchase Price payable per
share, so that the aggregate Purchase Price payable for the total number of
Warrant Shares purchasable under this Warrant as of such date shall remain
the same as it would have been before such subdivision or combination.
(b) STOCK DIVIDEND. If at any time after the date hereof the Company
declares a dividend or other distribution on Common Stock payable in Common
Stock or other securities or rights convertible into or exchangeable for
Common Stock ("COMMON STOCK EQUIVALENTS") without payment of any
consideration by holders of Common Stock for the additional shares of Common
Stock or the Common Stock Equivalents (including the additional shares of
Common Stock issuable upon exercise or conversion thereof), then the number
of shares of Common Stock for which this Warrant may be exercised shall be
increased as of the record date (or the date of such dividend distribution if
no record date is set) for determining which holders of Common Stock shall be
entitled to receive such dividends, in proportion to the increase in the
number of outstanding shares (and shares of Common Stock issuable upon
conversion of all such securities convertible into Common Stock) of Common
Stock as a result of such dividend, and the Purchase Price shall be
proportionately reduced so that the aggregate Purchase Price for all the
Warrant Shares issuable hereunder immediately after the record date (or on
the date of such distribution, if applicable) for such dividend shall equal
the aggregate Purchase Price so payable immediately before such record date
(or on the date of such distribution, if applicable).
(c) OTHER DISTRIBUTIONS. To the extent that Section 5(b) does not
apply, if at any time after the date hereof the Company distributes to
holders of its Common Stock, other than as part of its dissolution,
liquidation the winding up of its affairs, any shares of its capital stock,
any evidence of indebtedness or any of its assets (other than Common Stock),
then the number of Warrant Shares for which this Warrant is exercisable shall
be increased to equal: (i) the number of Warrant Shares for which this
Warrant is exercisable immediately prior to such event, (ii) multiplied by a
fraction, (A) the numerator of which shall be the fair market value per share
of Common Stock on the record date for the dividend or distribution, and (B)
the denominator of which shall be the fair market value price per share of
Common Stock on the record date for the dividend or distribution minus the
amount allocable to one share of Common Stock of the value (as jointly
determined in good faith by the Board of Directors of the Company and the
Warrant Holder) of any and all such evidences of indebtedness, shares of
capital stock, other securities or property, so distributed. The Purchase
Price shall be reduced to equal: (i) the Purchase Price in effect immediately
before the occurrence of any event (ii) multiplied by a fraction, (A) the
numerator of which is the number of Warrant Shares for which this Warrant is
exercisable immediately before the adjustment, and (B) the
5
denominator of which is the number of Warrant Shares for which this Warrant
is exercisable immediately after the adjustment.
(d) MERGER, ETC. If at any time after the date hereof there shall be
a merger or consolidation of the Company with or into or a transfer of all or
substantially all of the assets of the Company to another entity, then the
Warrant Holder shall be entitled to receive upon or after such transfer,
merger or consolidation becoming effective, and upon payment of the Purchase
Price then in effect, the number of shares or other securities or property of
the Company or of the successor corporation resulting from such merger or
consolidation, which would have been received by Warrant Holder for the
shares of stock subject to this Warrant had this Warrant been exercised just
prior to such transfer, merger or consolidation becoming effective or to the
applicable record date thereof, as the case may be. The Company will not
merge or consolidate with or into any other corporation, or sell or otherwise
transfer its property, assets and business substantially as an entirety to
another corporation, unless the corporation resulting from such merger or
consolidation (if not the Company), or such transferee corporation, as the
case may be, shall expressly assume, by supplemental agreement reasonably
satisfactory in form and substance to the Warrant Holder, the due and
punctual performance and observance of each and every covenant and condition
of this Warrant to be performed and observed by the Company.
(e) RECLASSIFICATION, ETC. If at any time after the date hereof
there shall be a reorganization or reclassification of the securities as to
which purchase rights under this Warrant exist into the same or a different
number of securities of any other class or classes, then the Warrant Holder
shall thereafter be entitled to receive upon exercise of this Warrant, during
the period specified herein and upon payment of the Purchase Price then in
effect, the number of shares or other securities or property resulting from
such reorganization or reclassification, which would have been received by
the Warrant Holder for the shares of stock subject to this Warrant had this
Warrant at such time been exercised.
(f) Intentionally left blank.
6. NO IMPAIRMENT. The Company will not, by amendment of its Certificate
of Incorporation 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 of this Warrant, but will at all times in good faith assist in
the carrying out 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 Warrant
Holder against impairment. Without limiting the generality of the foregoing,
the Company (a) will not increase the par value of any Warrant Shares above
the amount payable therefor on such exercise, and (b) will take all such
action as may be reasonably necessary or appropriate in order that the
Company may validly and legally issue fully paid and nonassessable Warrant
Shares on the exercise of this Warrant.
7. NOTICE OF ADJUSTMENTS. Whenever the Purchase Price or number of
Shares purchasable hereunder shall be adjusted pursuant to Section 5 hereof,
the
6
Company shall execute and deliver to the Warrant Holder a certificate setting
forth, in reasonable detail, the event requiring the adjustment, the amount
of the adjustment, the method by which such adjustment was calculated and the
Purchase Price and number of shares purchasable hereunder after giving effect
to such adjustment, and shall cause a copy of such certificate to be mailed
(by first class mail, postage prepaid) to the Warrant Holder.
8. RIGHTS AS STOCKHOLDER. Prior to exercise of this Warrant, the Warrant
Holder shall not be entitled to any rights as a stockholder of the Company
with respect to the Warrant Shares, including (without limitation) the right
to vote such shares, receive dividends or other distributions thereon or be
notified of stockholder meetings. However, in the event of any taking by the
Company of a record of the holders of any class of securities for the purpose
of determining the holders thereof who are entitled to receive any dividend
(other than a cash dividend) or other distribution, any right to subscribe
for, purchase or otherwise acquire any shares of stock of any class or any
other securities or property, or to receive any other right, the Company
shall mail to each Warrant Holder, at least 10 Trading Days prior to the date
specified therein, a notice specifying the date on which any such record is
to be taken for the purpose of such dividend, distribution or right, and the
amount and character of such dividend, distribution or right.
9. LIMITATION ON EXERCISE.
(a) Notwithstanding anything to the contrary contained herein, this
Warrant may not be exercised by the Warrant Holder to the extent that, after
giving effect to Warrant Shares to be issued pursuant to a Subscription
Notice, the total number of shares of Common Stock deemed beneficially owned
by such holder (other than by virtue of ownership of this Warrant, or
ownership of other securities that have limitations on the holder's rights to
convert or exercise similar to the limitations set forth herein), together
with all shares of Common Stock deemed beneficially owned by the holder's
"affiliates" (as defined in Rule 144 of the Act) that would be aggregated for
purposes of determining whether a group under Section 13(d) of the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT") exists (an "AGGREGATION
PARTY"), would exceed 9.9% (the "RESTRICTED OWNERSHIP PERCENTAGE") of the
total issued and outstanding shares of the Company's Common Stock; PROVIDED
that (w) the Warrant Holder shall have the right at any time and from time to
time to reduce its Restricted Ownership Percentage immediately upon notice to
the Company or in the event of a Change in Control Transaction, (x) the
Warrant Holder shall have the right at any time and from time to time to
increase its Restricted Ownership Percentage or otherwise waive in whole or
in part the restrictions of this Section 9 upon 61 days' prior notice to the
Company or immediately in the event of a Change in Control Transaction, (y)
the Warrant Holder can make subsequent adjustments pursuant to (w) or (x) any
number of times from time to time (which adjustment shall be effective
immediately if it results in a decrease in the Restricted Ownership
Percentage or shall be effective upon 61 days' prior written notice or
immediately in the event of a Change in Control Transaction if it results in
an increase in the Restricted Ownership Percentage) and (z) the Warrant
Holder may eliminate or reinstate this limitation at any time and from time
to time (which elimination will be effective upon 61 days' prior notice and
which reinstatement will be effective
7
immediately). Without limiting the foregoing, in the event of a Change in
Control Transaction, the Warrant Holder may reinstate immediately (in whole
or in part) the requirement that any increase in its Restricted Ownership
Percentage be subject to 61 days' prior written notice, notwithstanding such
Change in Control Transaction, without imposing such requirement on, or
otherwise changing the Warrant Holder's rights with respect to, any other
Change in Control Transaction. For this purpose, any material modification of
the terms of a Change in Control Transaction will be deemed to create a new
Change in Control Transaction. The term "DEEMED BENEFICIALLY OWNED" as used
in this Warrant shall exclude shares that might otherwise be deemed
beneficially owned by reason of the exercisability of the Warrants. A "CHANGE
IN CONTROL TRANSACTION" shall have the same meaning set forth in the
Debentures.
(b) Each time (a "COVENANT TIME") the Warrant Holder makes a
Triggering Acquisition (as defined below) of shares of Common Stock (the
"TRIGGERING SHARES"), the Warrant Holder will be deemed to covenant that it
will not, during the balance of the day on which such Triggering Acquisition
occurs, and during the 61-day period beginning immediately after that day,
acquire additional shares of Common Stock pursuant to rights-to-acquire
existing at that Covenant Time, if the aggregate amount of such additional
shares so acquired (without reducing that amount by any dispositions) would
exceed (x) the Restricted Ownership Percentage of the number of shares of
Common Stock outstanding at that Covenant Time (including the Triggering
Shares) minus (y) the number of shares of Common Stock actually owned by the
Warrant Holder at that Covenant Time (regardless of how or when acquired, and
including the Triggering Shares). A "TRIGGERING ACQUISITION" means the giving
of a Subscription Notice or any other acquisition of Common Stock by the
Warrant Holder or an aggregation party; provided, however, that with respect
to the giving of such Subscription Notice, if the associated issuance of
shares of Common Stock does not occur, such event shall cease to be a
Triggering Acquisition and the related covenant under this paragraph shall
terminate. At each Covenant Time, the Warrant Holder shall be deemed to waive
any right it would otherwise have to acquire Common Shares to the extent that
such acquisition would violate any covenant given by the Warrant Holder under
this paragraph. For the avoidance of doubt:
(i) The covenant to be given pursuant to this paragraph will be
given at every Covenant Time and shall be calculated based on the
circumstances then in effect. The making of a covenant at one Covenant
Time shall not terminate or modify any prior covenants.
(ii) The Warrant Holder may therefore from time to time be
subject to multiple such covenants, each one having been made at a
different Covenant Time, and some possibly being more restrictive
than others. The Warrant Holder must comply with all such covenants
then in effect.
(c) The delivery of a Subscription Notice by the Warrant Holder
shall be deemed a representation by the Warrant Holder that it is in
compliance with this Section 9.
8
10. REPLACEMENT OF WARRANT. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or destruction of this
Warrant, on delivery of an indemnity agreement or security reasonably
satisfactory in form and amount to the Company or, in the case of any such
mutilation, on surrender and cancellation of such Warrant, the Company at its
expense promptly will execute and deliver, in lieu thereof a new Warrant of
like tenor.
11. SPECIFIC PERFORMANCE; CONSENT TO JURISDICTION; CHOICE OF LAW.
(a) The Company and the Warrant Holder acknowledge and agree that
irreparable damage would occur in the event that any of the provisions of
this Warrant were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that the parties shall he
entitled to an injunction or injunctions to prevent or cure breaches of the
provisions of this Warrant and to enforce specifically the terms and
provisions hereof, this being in addition to any other remedy to which either
of them may be entitled by law or equity.
(b) Each of the Company and the Warrant Holder (i) hereby
irrevocably submits to the exclusive jurisdiction of the state and federal
courts located in New York County, New York for the purposes of any suit,
action or proceeding arising out of or relating to this warrant and (ii)
hereby waives, and agrees not to assert in any such suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction
of such court, that the suit, action or proceeding is brought in an
inconvenient forum or that the venue of the suit, action or proceeding is
improper. Each of the Company and the Warrant Holder consents to process
being served in any such suit, action or proceeding by mailing a copy thereof
to such party at the address in effect for notices to it under this Warrant
and agrees that such service shall constitute good and sufficient service of
process and notice thereof. Nothing in this paragraph shall affect or limit
any right to serve process in any other manner permitted by applicable law.
(c) The Company and the Warrant Holder irrevocably waive their right
to trial by jury.
(d) This Warrant shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York applicable to
contracts executed and to be performed entirely within such State.
12. ENTIRE AGREEMENT; AMENDMENTS. This Warrant, the Exhibits hereto and
the provisions contained in the Agreement or the Registration Rights
Agreement or the Debentures contain the entire understanding of the parties
with respect to the matters covered hereby and thereby and, except as
specifically set forth herein and therein, neither the Company nor the
Warrant Holder makes any representation, warranty, covenant or undertaking
with respect to such matters. No provision of this Agreement may be waived or
amended other than by a written instrument signed by the party against whom
enforcement of any such amendment or waiver is sought.
9
13. NOTICES. Any notice or other communication required or permitted to
be given hereunder shall be in writing and shall be effective (a) upon hand
delivery or delivery by telex (with correct answer back received), telecopy
or facsimile at the address or number designated below (if delivered on a
business day during normal business hours where such notice is to be
received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice
is to be received) or (b) on the second business day following the date of
mailing by express courier service, fully prepaid, addressed to such address,
or upon actual receipt of such mailing, whichever shall first occur. The
addresses for such communications shall be:
to the Company:
Advanced Communications Group, Inc.
000 Xxxxx Xxxx Xxxx, Xxxxx 000
Xx. Xxxxx, XX 00000
Attention: Xxxxxxx Xxxxx
Facsimile: (000) 000-0000
with copies to:
Xxxxxx and Xxxxx, LLP
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxx X. Xxxxx, Esq.
Facsimile: (000) 000-0000
10
to the Warrant Holder:
Halifax Fund, L.P.
c/o The Palladin Group, L.P.
Investment Manager
000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxx
Facsimile: (000) 000-000-0000
with copies to:
Kleinberg, Kaplan, Xxxxx & Xxxxx, P.C.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
Facsimile: (000) 000-0000
Either party hereto may from time to time change its address for notices
under this Section 13 by giving at least 10 days' prior written notice of
such changed address to the other party hereto.
14. MISCELLANEOUS. This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by
the party against which enforcement of such change, waiver, discharge or
termination is sought. The headings in this Warrant are for purposes of
reference only, and shall not limit or otherwise affect any of the terms
hereof. The invalidity or unenforceability of any provision hereof shall in
no way affect the validity or enforceability of any other provision.
15. ASSIGNMENT. Subject to Section 4(B),this Warrant may be transferred
or assigned, in whole or in part, at any time and from time to time by the
then Warrant Holder by submitting this Warrant to the Company together with a
duly executed Assignment in substantially the form and substance of the Form
of Assignment which accompanies this Warrant and, upon the Company's receipt
hereof, and in any event, within three (3) business days thereafter, the
Company shall issue a Warrant to the Warrant Holder to evidence that portion
of this Warrant, if any, as shall not have been so transferred or assigned.
[SIGNATURE PAGE FOLLOWS]
11
Dated: February 23, 2000
ADVANCED COMMUNICATIONS GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
[CORPORATE SEAL]
Attest:
By: /s/ Xxxxxxx X. Xxxxx
--------------------
Xxxxxxx X. Xxxxx
Secretary
(SIGNATURE PAGE OF ADVANCED COMMUNICATIONS GROUP, INC. COMMON STOCK PURCHASE
WARRANT)
12
(SUBSCRIPTION NOTICE)
FORM OF WARRANT EXERCISE
(TO BE SIGNED ONLY ON EXERCISE OF WARRANT)
TO: ADVANCED COMMUNICATIONS GROUP, INC.
ATTN: SECRETARY
The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise this Warrant:
___(A) for, and to purchase thereunder, ____ shares of Common Stock of
Advanced Communications Group, Inc., a Delaware corporation (the
"Common Stock"), and herewith, or by wire transfer, makes payment
of $______________ therefor; or
___(B) in a "cashless" or "net-issue exercise" for, and to purchase
thereunder, ____ shares of Common Stock, and herewith makes payment
therefor with ____ Surrendered Warrant Shares.
The undersigned requests that the certificates for such shares be issued in
the name of, and
___(A) delivered to_______________, whose address is _________________; or
___ (B) electronically transmitted and credited to the account of_________,
undersigned's prime
broker (Account No._____________) with Depository Trust Company
through its Deposit Withdrawal Agent Commission system.
Dated:
----------------- -------------------------------------
(Signature must conform to name of
holder as specified on the face of the
Warrant)
-------------------------------------
(Address)
Tax Identification Number:
-----------
13
------------------
FORM OF ASSIGNMENT
(TO BE SIGNED ONLY ON TRANSFER OF WARRANT)
For value received, the undersigned hereby sells, assigns, and transfers unto
___________the right represented by the within Warrant to purchase____________
shares of Common Stock of ADVANCED COMMUNICATIONS GROUP, INC., a Delaware
corporation, to which the within Warrant relates, and appoints________________
_____________ Attorney to transfer such right on the books of ADVANCED
COMMUNICATIONS GROUP, INC., a Nevada corporation, with full power of
substitution of premises.
Dated:
--------------------- ----------------------------------------
(Signature must conform to name of
holder as specified on the face of the
Warrant)
----------------------------------------
(Address)
Signed in the presence of:
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