THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF
SUCH REGISTRATION OR AN EXEMPTION THEREFROM. THIS WARRANT AND SUCH SECURITIES
MAY NOT BE TRANSFERRED UNLESS IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN
THIS WARRANT.
June 28, 2001
EURONET SERVICES INC.
WARRANT
EURONET SERVICES INC., a Delaware corporation (the "Company"), for value
received, hereby certifies that DST Systems, Inc. or its registered assigns, is
entitled to purchase from the Company, at any time or from time to time during
the period specified in Section 2 hereof, 30,000 fully paid and nonassessable
shares of Common Stock, par value US$0.02, of the Company (the "Common Stock"),
at an exercise price equal to US$ 6.70 ("US$" means United States Dollars) per
share, subject to adjustment hereunder (the "Exercise Price"), and subject to
the other terms herein. As used herein, the term "Warrant Shares" means the
shares of Common Stock issuable upon exercise of this Warrant (the "Warrant").
1. MANNER OF EXERCISE; ISSUANCE OF CERTIFICATES; PAYMENT FOR SHARES.
Subject to the provisions hereof, this Warrant may be exercised by the holder
hereof, in whole or in part, by the surrender of this Warrant, together with a
completed exercise agreement in the form attached hereto (the "Exercise
Agreement"), to the Company during normal business hours on any business day at
the Company's principal executive offices (or such other office or agency of the
Company as it may designate by notice to the holder hereof), and upon payment to
the Company in cash, by certified or official bank check or by wire transfer to
an account specified by the Company of the Exercise Price for the Warrant Shares
specified in the Exercise Agreement. The Warrant Shares so purchased shall be
deemed to be issued to the holder hereof or such holder's designee, as the
record owner of such shares, as of the close of business on the date on which
this Warrant shall have been surrendered, the completed Exercise Agreement shall
have been delivered, and payment shall have been made for such shares as set
forth above. Certificates for the Warrant Shares so purchased, representing the
aggregate number of shares specified in the Exercise Agreement, shall be
delivered to the holder hereof within five business days after this Warrant
shall have been so exercised. The certificates so delivered shall be in such
denominations as may be requested by the holder hereof and shall be registered
in the name of such holder. In the event this Warrant is exercised in part, the
Company shall also deliver a new Warrant to the holder hereof, which Warrant
shall be identical to this Warrant, except that the number of Warrant Shares
exercisable therefor shall be decreased by the number of Warrant Shares so
purchased.
2. PERIOD OF EXERCISE. This Warrant is exercisable at any time or from time
to time on or after the date first listed above, and before 5:00 p.m., United
States Eastern Standard Time on the date following one year thereafter (the
"Exercise Period"), provided, however, that if the Company is in default as
provided in the last sentence of Section 7.1.2 of the Revolving Credit Agreement
dated June 28, 2000 pursuant to which this Warrant is issued (the "Credit
Agreement"), then the Exercise Period shall expire three business days after the
date on which all Obligations, as defined in the Credit Agreement, have been
paid.
3. CERTAIN AGREEMENTS OF THE COMPANY. The Company covenants as follows:
(a) SHARES TO BE FULLY PAID. All Warrant Shares shall, upon issuance
in accordance with the terms of this Warrant, be validly issued, fully paid, and
nonassessable and free from all taxes, liens, and charges with respect to the
issue thereof.
(b) RESERVATION OF SHARES. During the Exercise Period, the Company
shall at all times have authorized, and reserved for the purpose of issuance
upon exercise of this Warrant, a sufficient number of shares of Common Stock to
provide for the exercise of this Warrant.
(c) CERTAIN ACTIONS PROHIBITED. The Company shall 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 to be observed or performed by it hereunder, but shall at all
times in good faith assist in the carrying out of all the provisions of this
Warrant and in the taking of all such action as may reasonably be requested by
the holder of this Warrant in order to protect the exercise privilege of the
holder of this Warrant against impairment, consistent with the tenor and purpose
of this Warrant. Without limiting the generality of the foregoing, the Company
shall take all such actions as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and nonassessable shares of
Common Stock upon the exercise of this Warrant.
(d) SUCCESSORS AND ASSIGNS. This Warrant shall be binding upon any
entity succeeding to the Company by merger, consolidation, or acquisition of all
or substantially all the Company's assets.
4. ANTIDILUTION PROVISIONS. During the Exercise Period, the Exercise Price
and the number of Warrant Shares shall be subject to adjustment from time to
time as provided in this Section 4.
(a) SUBDIVISION OR COMBINATION OF COMMON STOCK. If the Company at any
time subdivides (by any stock split, stock dividend, recapitalization,
reorganization, reclassification or otherwise) the Common Stock into a greater
number of shares, then, after the record date for effecting such subdivision,
the Exercise Price in effect immediately prior to such subdivision shall be
proportionately reduced and the number of Warrant Shares shall be
proportionately increased. If the Company at any time combines (by reverse stock
split, recapitalization, reorganization, reclassification or otherwise) the
Common Stock into a smaller number of shares, then, after the record date for
effecting such combination, the Exercise Price in effect immediately prior to
such combination shall be proportionately increased and the number of Warrant
Shares shall be proportionately decreased.
(b) RIGHTS; OPTIONS; WARRANTS. In case the Company shall issue rights,
options, warrants or convertible or exchangeable securities (other than a
convertible or exchangeable security subject to Section 4(a)) to all holders of
its Common Stock, entitling them to subscribe for or purchase shares of Common
Stock at a price per share which is lower (at the record date for such issuance)
than the then Current Market Value (defined in Section 4(c) below) per share of
Common Stock, the number of Warrant Shares issuable upon exercise of each
Warrant thereafter shall be determined by multiplying the number of Warrant
Shares theretofore purchasable upon exercise of each Warrant by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to the issuance of such rights, options, warrants or
convertible or exchangeable securities plus the number of additional shares of
Common Stock offered for subscription or purchase, and the denominator of which
shall be the number of shares of Common Stock outstanding immediately prior to
the issuance of such rights, options, warrants or convertible or exchangeable
securities plus the number of shares which the aggregate offering price of the
total number of shares of Common Stock so offered would purchase at the then
Current Market Value per share of Common Stock. Such adjustment shall be made
whenever such rights, options, warrants or convertible or exchangeable
securities are issued, and shall become effective retroactively immediately
after the record date for the determination of shareholders entitled to receive
such rights, options, warrants or convertible or exchangeable securities.
(c) ISSUANCE OF COMMON STOCK AT LOWER VALUES. In case the Company
shall, in a transaction in which Sections 4(a) and 4(b) are inapplicable, issue
or sell shares of Common Stock, or rights, options, warrants or convertible or
exchangeable securities containing the right to subscribe for or purchase shares
of Common Stock to an Affiliate (defined below) of the Company, at a price per
share of Common Stock (determined in the case of such rights, options, warrants
or convertible or exchangeable securities, by dividing (A) the total amount
receivable by the Company in consideration of the issuance and sale of such
rights, options, warrants or convertible or exchangeable securities, plus the
total consideration, if any, payable to the Company upon exercise, conversion or
exchange thereof, by (B) the total number of shares of Common Stock covered by
such rights, options, warrants or convertible or exchangeable securities) that
is lower than the Current Market Value per share of Common Stock in effect
immediately prior to such sale or issuance, then the the number of Warrant
Shares issuable upon exercise of each Warrant thereafter shall be determined by
multiplying the number of Warrant Shares theretofore purchasable upon exercise
of such Warrant by a fraction, the numerator of which shall be the number of
shares of Common Stock outstanding immediately after such sale or issuance and
the denominator of which shall be the number of shares of Common Stock
outstanding immediately prior to such sale or issuance plus the number of shares
of Common Stock which the aggregate consideration received (determined as
provided below) for such sale or issuance would purchase at such Current Market
Value per share of Common Stock. Such adjustment shall be made successively
whenever any such sale or issuance is made. For purposes of this Section 4(c),
the shares of Common Stock which the holder of any such rights, options,
warrants or convertible or exchangeable securities shall be entitled to
subscribe for or purchase shall be deemed to be issued and outstanding as of the
date of such sale and issuance and the consideration received by the Company
therefor shall be deemed to be the consideration received by the Company for
such rights, options, warrants or convertible or exchangeable securities, plus
the consideration or premiums stated in such rights, options, warrants or
convertible or exchangeable securities to be paid for the shares of Common Stock
covered thereby.
In case the Company shall issue and sell shares of Common Stock or
rights, options, warrants or convertible or exchangeable securities containing
the right to subscribe for or purchase shares of Common Stock for a
consideration consisting, in whole or in part, of property other than cash or
its equivalent, then in determining the "price per share of Common Stock" and
the "consideration" receivable by or payable to the Company for purposes of the
first sentence of this Section 4(c), the Board of Directors of the Company shall
determine, in good faith, the fair value of such property, which determination
shall be evidenced by a resolution of the Board of Directors of the Company. In
case the Company shall issue and sell rights, options, warrants or convertible
or exchangeable securities containing the right to subscribe for or purchase
shares of Common Stock, together with one or more other securities as part of a
unit at a price per unit, then in determining the "price per share of Common
Stock" and the "consideration" receivable by or payable to the Company for
purposes of the first sentence of this Section 4(c), the Board of Directors of
the Company shall determine, in good faith, the fair value of the rights,
options, warrants or convertible or exchangeable securities then being sold as
part of such unit, which determination shall be evidenced by a resolution of the
Board of Directors of the Company.
For purposes of Section 4(b) and this Section 4(c), "Current Market
Value" per share of Common Stock or any other security at any date means (i) if
the security is not registered under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), (a) the value of the security, determined in good
faith by the Board of Directors of the Company and certified in a resolution of
the Board of Directors of the Company, based on the most recently completed
arm's-length transaction between the Company and a person or entity other than
an Affiliate of the Company and the closing of which occurs on such date or
shall have occurred within the six-month period preceding such date, or (b) if
no such transaction shall have occurred on such date or within such six-month
period, the fair market value of the security as determined by a nationally or
regionally recognized independent financial expert (provided that, in the case
of the calculation of Current Market Value for determining the cash value of
fractional shares, any such determination within six months that is, in the good
faith judgment of the Board of Directors of the Company, a reasonable
determination of value, may be utilized) or (ii) (a) if the security is
registered under the Exchange Act, the average of the daily closing sales prices
of the securities for the 20 consecutive trading days immediately preceding such
date, or (b) if the securities have been registered under the Exchange Act for
less than 20 consecutive trading days before such date, then the average of the
daily closing sales prices for all of the trading days before such date for
which closing sales prices are available, in the case of each of (ii)(a) and
(ii)(b), as certified by the Chief Executive Officer, President, any Vice
President or the Chief Financial Officer of the Company. The closing sales price
for each such trading day shall be: (A) in the case of a security listed or
admitted to trading on any United States national securities exchange or
quotation system, the closing sales price, regular way, on such day, or if no
sale takes place on such day, the average of the closing bid and asked prices on
such day, (B) in the case of a security not then listed or admitted to trading
on any national securities exchange or quotation system, the last reported sale
price on such day, or if no sale takes place on such day, the average of the
closing bid and asked prices on such day, as reported by a reputable quotation
source designated by the Company, (C) in the case of a security not then listed
or admitted to trading on any national securities exchange or quotation system
and as to which no such reported sale price or bid and asked prices are
available, the average of the reported high bid and low asked prices on such
day, as reported by a reputable quotation service, or a newspaper of general
circulation in the Borough of Manhattan, City and State of New York, customarily
published on each business day, designated by the Company, or, if there shall be
no bid and asked prices on such day, the average of the high bid and low asked
prices, as so reported, on the most recent day (not more than 30 days prior to
the date in question) for which prices have been so reported and (D) if there
are not bid and asked prices reported during the 30 days prior to the date in
question, the Current Market Value shall be determined as if the securities were
not registered under the Exchange Act. "Affiliate" means, with respect to any
specified person or entity, (a) any person or entity directly or indirectly
controlling or controlled by or under direct or indirect common control with
such specified person or entity or (b) any person or entity that owns, directly
or indirectly, 10% or more of such specified person's or entity's voting capital
stock or any director of such specified person or entity.
(d) CONSOLIDATION, MERGER OR SALE. In case the Company after the date
hereof (a) shall consolidate with or merge into any other entity and shall not
be the continuing or surviving corporation of such consolidation or merger, (b)
shall permit any other entity to consolidate with or merge into the Company and
the Company shall be the continuing or surviving entity but, in connection with
such consolidation or merger, all outstanding shares of Common Stock shall be
changed into or exchanged for stock or other securities of any other entity or
cash or any other property, (c) shall transfer all or substantially all of its
properties or assets to any other person or entity, or (d) shall effect a
capital reorganization or reclassification of the Common Stock (other than a
capital reorganization or reclassification for which adjustment in the Exercise
Price is provided in Section 4(a)), then, and in the case of each such
transaction, proper provision shall be made so that, upon the basis and the
terms and in the manner provided in this Warrant, the holder of this Warrant,
upon the exercise hereof at any time after the consummation of such transaction,
shall be entitled to receive (at the aggregate Exercise Price in effect at the
time of such consummation for all Common Stock issuable upon such exercise
immediately prior to such consummation), in lieu of the Common Stock issuable
upon such exercise immediately prior to such consummation, the highest amount of
securities, cash or other property to which such holder would have been entitled
as a shareholder upon such consummation if such holder had exercised this
Warrant immediately prior thereto, subject to adjustments (subsequent to such
consummation) as nearly equivalent as possible to the adjustments provided for
in this Section 4. The Company shall not effect any such consolidation, merger,
or sale of assets, or capital reorganization or reclassification unless prior to
the consummation thereof, the continuing or surviving corporation (if other than
the Company) assumes by written instrument the obligations under this Section 4
and the obligations to deliver to the holder of this Warrant such securities,
cash or other property as, in accordance with the foregoing provisions, the
holder may be entitled to acquire.
(e) DISTRIBUTION OF ASSETS. In case the Company shall declare or make
any distribution of its assets to all holders of Common Stock as a partial
liquidating dividend, by way of return of capital or otherwise, other than a
dividend payable in shares of Common Stock or in cash out of earnings of the
Company, the holder of this Warrant shall be entitled upon exercise of this
Warrant to receive the amount of cash, securities or other property that would
have been payable to the holder had such holder been the holder of such shares
of Common Stock on the record date for the determination of stockholders
entitled to such distribution.
(f) NOTICE OF ADJUSTMENT. Upon the occurrence of any event that
requires any adjustment of the Exercise Price, the Company shall give notice
thereof to the holder of this Warrant, which notice shall state the Exercise
Price resulting from such adjustment and the increase or decrease, if any, in
the number of Warrant Shares, setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is based.
(g) ADJUSTMENT OF EXERCISE PRICE. No adjustment of the Exercise Price
shall be made in an amount less than 1% of the Exercise Price in effect at the
time such adjustment is otherwise required to be made, but any such lesser
adjustment shall be carried forward and shall be made at the time and together
with the next subsequent adjustment which, together with any adjustments so
carried forward, shall amount to not less than 1% of such Exercise Price. In the
event that any adjustment of the Exercise Price as required herein results in a
fraction of a cent, such Exercise Price shall be rounded up to the nearest cent.
(h) NO FRACTIONAL SHARES. If any exercise of this Warrant would result
in the issuance of a fractional share of Common Stock, such fractional share
shall be disregarded and the number of shares of Common Stock issuable upon such
exercise shall be the nearest whole number of shares.
(i) OTHER NOTICES. In case at any time:
(i) the Company shall declare any dividend upon the Common Stock
payable in shares of stock of any class or make any other
distribution (other than dividends or distributions payable
in cash out of retained earnings) to the holders of the
Common Stock;
(ii) the Company shall offer for subscription pro rata to all
holders of the Common Stock any additional shares of stock
of any class or other rights;
(iii)there shall be any capital reorganization of the Company,
or reclassification of the Common Stock or sale of all or
substantially all its assets to another entity;
(iv) there shall be a voluntary or involuntary dissolution,
liquidation or winding-up of the Company;
then, in each such case, the Company shall give to the holder of this Warrant
notice of (a) the date on which the books of the Company shall close or a record
shall be taken for determining the holders of Common Stock entitled to receive
any such dividend, distribution or subscription rights, or for determining the
holders of Common Stock entitled to vote in respect of any such transaction, and
(b) the date (or, if not then known, a reasonable approximation thereof by the
Company) when such transaction shall occur. Such notice shall also specify the
date on which the holders of Common Stock shall be entitled to receive such
dividend, distribution or subscription rights or to exchange their Common Stock
or stock or other securities or property deliverable upon consummation of such
transaction. Such notice shall be given at least 30 days prior to the record
date or the date on which the Company's books are closed in respect thereto.
Failure to give any such notice or any defect therein shall not affect the
validity of any action referred to in clauses (i), (ii), (iii) and (iv) above.
(j) CERTAIN EVENTS. In case any event shall occur as to which
paragraphs (a), (b), (c), (d) or (e) of this Section 4 are not strictly
applicable but the failure to make any adjustment would not fairly protect the
rights represented by this Warrant in accordance with the essential intent of
such provisions, the Company shall give notice of such event as provided in
Section 4(f) and shall make an appropriate adjustment in the Exercise Price and
the number of Warrant Shares to preserve, without dilution, the rights
represented by this Warrant.
5. ISSUE TAX. The issuance of certificates for Warrant Shares upon the
exercise of this Warrant shall be made without charge to the holder of this
Warrant or such shares for any issuance tax or other costs in respect thereof;
provided that the holder shall pay all transfer taxes owed upon the issuance of
such shares in the name of any person or entity designed by the holder.
6. NO RIGHTS AS A STOCKHOLDER. Prior to the exercise of this Warrant, the
holder hereof, as such, shall not be entitled to any rights of a stockholder of
the Company, including, without limitation, the right to vote, to consent, to
exercise any preemptive right, to receive any notice of meetings of stockholders
for the election of directors of the Company or any other matter or to receive
any notice of any proceedings of the Company, except as may be specifically
provided for herein.
7. TRANSFER, EXCHANGE, AND REPLACEMENT OF WARRANT; RESALE OF WARRANT
SHARES.
(a) RESTRICTION ON TRANSFER. THIS WARRANT (INCLUDING ANY REPLACEMENT
WARRANT) MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE
DISPOSED OF (WHETHER BY OUTRIGHT OR COLLATERAL ASSIGNMENT) EXCEPT
FOR THE EXERCISE OF THIS WARRANT IN ACCORDANCE WITH ITS TERMS.
THE HOLDER OF THIS WARRANT SHALL BE BOUND BY THE TRANSFER
RESTRICTIONS CONTAINED HEREIN.
(b) REPLACEMENT OF WARRANT. Upon 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, upon delivery of an indemnity agreement
reasonably satisfactory in form and amount to the Company, or, in
the case of any such mutilation, upon surrender and cancellation
of this Warrant, the Company, at its expense, shall execute and
deliver, in lieu thereof, a new Warrant of like tenor.
(c) CANCELLATION; PAYMENT OF EXPENSES. Upon the surrender of this
Warrant in connection with any replacement as provided in this
Section 7, this Warrant shall be promptly cancelled by the
Company. The Company shall pay all taxes and all other expenses
(other than legal expenses, if any, incurred by the holder) and
charges payable in connection with the preparation, execution,
and delivery of Warrants pursuant to this Section 7.
(d) REGISTER. The Company shall maintain, at its principal executive
offices (or such other office or agency of the Company as it may
designate by notice to the holder hereof), a register for this
Warrant, in which the Company shall record the name and address
of the person in whose name this Warrant has been issued.
(e) RESTRICTION ON RESALE. The Warrant Shares have not been
registered under the Securities Act or any state securities laws,
and may not be sold or transferred unless (i) subsequently
registered thereunder or (ii) the undersigned shall have
delivered to the Company an opinion of counsel (which opinion and
counsel shall be reasonably acceptable to the Company) to the
effect that the Warrant Shares to be sold or transferred may be
sold or transferred pursuant to an exemption from such
registration.
(f) EXERCISE WITHOUT REGISTRATION. If, at the time of the surrender
of this Warrant in connection with any exercise of this Warrant,
the Warrant Shares shall not be registered under the Securities
Act and under applicable state securities or blue sky laws, the
Company may require, as a condition of allowing such exercise,
that the holder of this Warrant furnish to the Company a written
opinion of counsel, which opinion and counsel are acceptable to
the Company, to the effect that such exercise may be made without
registration under the Securities Act and applicable state
securities or blue sky laws.
8. NOTICES. All notices, requests, and other communications required or
permitted to be given or delivered hereunder to the holder of this Warrant shall
be in writing, and shall be personally delivered, or shall be sent by certified
or registered mail or by recognized overnight mail courier, postage prepaid and
addressed, to such holder at the address shown for such holder on the books of
the Company, or at such other address as such holder shall have furnished to the
Company. All notices, requests and other communications required or permitted to
be given or delivered hereunder to the Company shall be in writing, and shall be
personally delivered, or shall be sent by certified or registered mail or by
recognized overnight mail courier, postage prepaid and addressed, to Euronet
Service Inc., 0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxx 00000,
Attention: Xxxxxxx X. Xxxxx, Chief Executive Officer, or to such other address
as the Company shall have furnished to the holder of this Warrant. Any such
notice, request or other communication may be sent by facsimile, but shall in
such case be subsequently confirmed by a writing personally delivered or sent by
certified or registered mail or by recognized overnight mail courier as provided
above. All notices, requests and other communications shall be deemed to have
been given either at the time of the receipt thereof at the address specified in
this Section 8 or, if mailed by registered or certified mail or with a
recognized overnight mail courier, upon deposit with the United States Post
Office or such overnight mail courier, postage prepaid and properly addressed.
9. GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE WITHOUT
REGARD TO ITS OR ANY OTHER JURISDICTION'S CONFLICTS OF LAW.
10. MISCELLANEOUS.
(a) AMENDMENTS. This Warrant may only be amended by an instrument in
writing signed by the Company and the holder hereof.
(b) HEADINGS. The headings of the sections and paragraphs of this
Warrant are for reference purposes only, and shall not affect the
meaning or construction of any of the provisions hereof.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly authorized officer.
EURONET SERVICES INC.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Xxxxxx X. Xxxxx
Chief Operating Officer
