VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON JUNE 3, 2007.
NEITHER THIS WARRANT NOR THE WARRANT STOCK (AS HEREINAFTER DEFINED) HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THIS
WARRANT AND THE WARRANT STOCK MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE
ACT. THIS LEGEND SHALL BE ENDORSED UPON ANY WARRANT ISSUED IN EXCHANGE FOR THIS
WARRANT.
AMNEX, INC.
(Incorporated under the laws of the State of New York)
Warrant
June 3, 1997
FOR VALUE RECEIVED, AMNEX, INC., a New York corporation (the "Company"),
hereby certifies that XXXXXXXXX XXXXXX IRREVOCABLE GRANTOR TRUST DATED OCTOBER
18, 1991 (together with any person to whom or which this Warrant or any portion
thereof has been assigned or transferred, the "Holder") is entitled, subject to
the provisions of this Warrant, to purchase from the Company, during the period
commencing on June 3, 1999 and expiring at 5:00 P.M., New York City time, on
June 3, 2007, up to FIVE HUNDRED THOUSAND (500,000) COMMON SHARES of the Company
(the "Common Shares") at a price of TWO DOLLARS AND THIRTY-ONE AND ONE-QUARTER
CENTS ($2.3125) per Common Share (the "Exercise Price").
The number of Common Shares to be received upon the exercise of this
Warrant may be adjusted from time to time as hereinafter set forth. The Common
Shares deliverable upon such exercise, and as adjusted from time to time, are
hereinafter sometimes referred to as "Warrant Stock".
The Holder, by his acceptance hereof, agrees with the Company that this
Warrant is issued, and all the rights hereunder shall be held subject to, all of
the conditions, limitations and provisions set forth herein.
1. Exercise of Warrant. (a) This Warrant may be exercised by its
presentation and surrender to the Company at its principal office on or after
June 3, 1999 and before 5:00 P.M., New York City time, on June 3, 2007, with the
Warrant Exercise Form attached hereto duly executed and accompanied by payment
(either in cash or by certified or official bank check, payable to the order of
the Company) of the Exercise Price for the number of shares specified in such
Form. If this Warrant should be exercised in part only, the Company shall, upon
surrender of this Warrant for cancellation, execute and deliver a new Warrant
evidencing the rights of the Holder thereof to purchase the balance of the
shares purchasable hereunder.
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(b) Notwithstanding the foregoing, but subject to the provisions of
applicable law and regulations, including, without limitation, those
relating to margin requirements, the Exercise Price may be paid
concurrently with the sale of the Warrant Stock in a "cashless exercise"
transaction.
2. Reservation of Shares. The Company will at all times reserve for
issuance and delivery upon exercise of this Warrant all Common Shares or other
shares of capital stock of the Company (and other securities and property) from
time to time receivable upon exercise of this Warrant.
3. Fractional Shares. The Company shall not be required to issue
certificates representing fractions of Common Shares, nor shall it be required
to issue scrip or pay cash in lieu of fractional interests, it being the intent
of the Company and the Holder that all fractional interests shall be eliminated.
4. Exchange or Assignment of Warrant. This Warrant is exchangeable, without
expense, at the option of the Holder, upon presentation and surrender hereof to
the Company for other Warrants of different denominations, entitling the Holder
to purchase in the aggregate the same number of Common Shares purchasable
hereunder. Subject to the provisions of this Warrant and the receipt by the
Company of any required representations and agreements, upon surrender of this
Warrant to the Company with the Warrant Assignment Form annexed hereto duly
executed and funds sufficient to pay any transfer tax, the Company shall,
without additional charge, execute and deliver a new Warrant in the name of the
assignee named in such instrument of assignment and this Warrant shall promptly
be cancelled.
5. Rights of the Holder. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder of the Company, either at law or in
equity, and the rights of the Holder are limited to those expressed in this
Warrant.
6. Anti-Dilution Provisions.
6.1 Adjustments for Stock Dividends; Combinations, Etc.
(a) In case the Company shall do any of the following (an
"Event"):
(i) declare a dividend or other distribution on its Common
Shares payable in Common Shares of the Company,
(ii) subdivide the outstanding Common Shares pursuant to a
stock split or otherwise,
(iii) combine the outstanding Common Shares into a smaller
number of shares pursuant to a reverse split or otherwise, or
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(iv) reclassify its Common Shares,
then the Exercise Price in effect at the time of the record date for
such dividend or other distribution or of the effective date of such
subdivision, combination or reclassification shall be changed to a
price determined by dividing (a) the product of the number of Common
Shares outstanding immediately prior to such Event, multiplied by the
Exercise Price in effect immediately prior to such Event by (b) the
number of Common Shares outstanding immediately after such Event. Each
such adjustment of the Exercise Price shall be calculated to the
nearest cent. No such adjustment shall be made in an amount less than
one cent ($.01), but any such amount shall be carried forward and
shall be given effect in connection with the next subsequent
adjustment. Such adjustment shall be made successively whenever any
Event listed above shall occur.
(b) Whenever the Exercise Price is adjusted as set forth in this
Section 6.1 (whether or not the Company then or thereafter elects to
issue additional Warrants in substitution for an adjustment in the
number of shares of Warrant Stock), the number of shares of Warrant
Stock specified in each Warrant which the Holder may purchase shall be
adjusted, to the nearest full share, by multiplying such number of
Common Shares immediately prior to such adjustment by a fraction, of
which the numerator shall be the Exercise Price immediately prior to
such adjustment and the denominator shall be the Exercise Price
immediately thereafter.
6.2 Adjustment for Reorganization, Consolidation or Merger. In case of
any reorganization of the Company (or any other corporation, the securities
of which are at the time receivable on the exercise of this Warrant) after
the date hereof or in case after such date the Company (or any such other
corporation) shall consolidate with or merge with or into another
corporation, then, and in each such case, the Holder of this Warrant, upon
the exercise thereof as provided in Section l at any time after the
consummation of such reorganization, consolidation or merger, shall be
entitled to receive, in lieu of the securities and property receivable upon
the exercise of this Warrant prior to such consummation, the securities or
property to which such Holder would have been entitled upon such
consummation if such Holder had exercised this Warrant immediately prior
thereto all subject to further adjustment as provided in Section 6.l, and
the terms of this Warrant shall be binding upon any successor to the
Company by way of consolidation or merger; in each such case, the terms of
this Warrant shall be applicable to the securities or property receivable
upon the exercise of this Warrant after such consummation.
7. Restrictions on Exercise; Registration Rights.
7.1 Investment Intent. Unless, prior to the exercise of the Warrant,
the issuance of the Warrant Stock has been registered with the Securities
and Exchange Commission pursuant to the Act, the notice of exercise shall
be accompanied by a representation of the Holder to the Company to the
effect that such shares are being acquired for investment and not with a
view to the distribution thereof, and such other documentation as may be
required by the Company, unless in the opinion of counsel to the Company
such representation or other documentation is not necessary to comply with
the Act.
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7.2 Listing; Qualification. The Company shall not be obligated to
deliver any shares of Warrant Stock until they have been listed on each
securities exchange or other self-regulatory body on which the Company's
Common Shares may then be listed or until there has been qualification
under or compliance with such federal or state laws, rules or regulations
as the Company may deem applicable, including, without limitation,
compliance with Rule 10b-17 promulgated under the Securities Exchange Act
of 1934, as amended. The Company shall use reasonable efforts to obtain
such listing, qualification and compliance.
7.3 Registration Rights. The Holder shall have registration rights
with regard to the Warrant Stock to the same extent as if the Warrant Stock
had been included within the definition of "Registration Stock" for
purposes of that certain Stock Exchange Agreement, dated as of January 7,
1997, by and between the Company and Xxxxxxxxx Xxxxxx.
8. Lost, Stolen or Destroyed Warrants. In the event that the Holder
notifies the Company that this Warrant has been lost, stolen or destroyed and
provides (a) a letter, in form satisfactory to the Company, to the effect that
he will indemnify the Company from any loss incurred by it in connection
therewith, and/or (b) an indemnity bond in such amount as is reasonably required
by the Company, the Company having the option of electing either (a) or (b) or
both, the Company may, in its sole discretion, accept such letter and/or
indemnity bond in lieu of the surrender of this Warrant as required by Section 1
hereof.
9. Applicable Law. This Warrant is issued under, and shall for all purposes
be governed by and construed in accordance with, the laws of the State of New
York, excluding choice of law principles thereof.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed on its
behalf, in its corporate name, by its duly authorized officer, all as of the day
and year first above written.
AMNEX, INC.
By:
AMNEX, INC.
WARRANT EXERCISE FORM
The undersigned hereby irrevocably elects to exercise the within Warrant
dated June 3, 1997 to the extent of purchasing _______________ Common Shares of
AMNEX, Inc. indicated below. The undersigned hereby makes a payment of
$_________________ in payment therefor.
Name of Holder
Signature of Holder or Authorized
Representative
Signature, if jointly held
Name and Title of Authorized Representative
Address of Holder
Date
AMNEX, INC.
WARRANT ASSIGNMENT FORM
FOR VALUE RECEIVED, _________________________ hereby sells, assigns and
transfers unto
Name _________________________________________________________________________
(Please typewrite or print name of assignee in block letters)
Address________________________________________________________________________
the right to purchase Common Shares of AMNEX, Inc. represented by this Warrant
dated June 3, 1997 to the extent of _____________ Common Shares and does hereby
irrevocably constitute and appoint _______________ attorney to transfer the same
on the books of the Company with full power of substitution in the premises.
Name of Holder
Signature of Holder or Authorized
Representative
Signature, if jointly held
Name and Title of Authorized Representative
Date
Signature(s) guaranteed:
K:\WPDOC\CORP\AMNEX\GALESI\WARRANT.2M1
