AMENDMENT TO WARRANT
THIS AMENDMENT TO WARRANT CERTIFICATE, dated as of the 9th day of July,
1998, by and between AMERICAN CARD TECHNOLOGY, INC., a Delaware corporation (the
"Company"), and the undersigned holder (the "Holder").
WITNESSETH:
WHEREAS, the Company issued to Holder a warrant certificate dated March 3,
1998 (the "Warrant") to purchase 50,000 shares (the "Shares") of the Company's
Common Stock, par value $.001 per share ("Common Stock") at an exercise price of
eighty percent (80%) of the per share Market Price (as defined in the Warrant)
(the "Exercise Price"); and
WHEREAS, the Company is engaged in effecting an initial public offering of
Common Stock (the "IPO") in various states; and
WHEREAS, in connection with the IPO, securities administrators of certain
states have required that the Exercise Price of the outstanding warrants be
adjusted in order to permit the IPO to be effected in such states; and
WHEREAS, the Company is this day effecting a split of its Common Stock of
1.545 to 1 so that each stockholder shall receive an additional six (6) shares
of Common Stock for each eleven (11) shares presently held; and
WHEREAS, in connection with the aforementioned stock split, the Company and
Holder desire to memorialize the adjustment in the number of shares of Common
Stock which may be purchased by Holder pursuant to the Warrant by a multiple of
1.545 (the "Warrant Shares") as provided for in the Warrant.
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the sufficiency and receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. The Warrant is hereby amended as follows:
(a) Pursuant to Paragraph 7 of the Warrant, as a result of the stock
split, the number of Warrant Shares which may be purchased pursuant to the
Warrant is hereby adjusted so that the maximum number of shares of Common Stock
which may be purchased by Holder pursuant to the Warrant (as set forth in the
first paragraph of the Warrant) shall be adjusted by a multiple of 1.545,
provided that any fractional share thereby created shall be eliminated by
rounding such fraction to the next whole number (the "Adjusted Warrant Share
Amount").
(b) The first sentence of Section 1(a) of the Warrant is hereby
deleted in its entirety and the following substituted in lieu therefor:
"(a) Each Warrant is initially exercisable to purchase one
Warrant Share at an initial exercise price per Warrant Share of
eighty-five percent (85%) of the per share Market Price (as
defined in Section 1(b) hereof) of the Common Stock on the
exercise date, subject to adjustment as set forth in Article 7
hereof, payable in cash or by check to the order of the Company,
or any combination of cash or check."
(c) Section 6.1 is hereby deleted in its entirety and the following
substituted in lieu therefor:
"6.1 INITIAL AND ADJUSTED EXERCISE PRICE. The initial exercise
price of each Warrant shall be eighty-five percent (85%) of the
per share Market Price of the Common Stock on the exercise date,
per Warrant Share. The adjusted exercise price shall be the
price which shall result from time to time from any and all
adjustments of the initial exercise price in accordance with the
provisions of Article 7 hereof."
2. Except as modified hereby, the Warrant remains in full force and
effect and is hereby ratified and confirmed.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of
the day and year first above written.
Signed, Sealed, and Delivered
in the Presence of: AMERICAN CARD TECHNOLOGY, INC.
By: /s/ Xxxxxxx Xxxxxxx, Xx.
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Xxxxxxx Xxxxxxx, Xx.
Its President
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XXXXXXX GROUP, LLC
By: /s/ Xxxxxxx X. Xxxx
---------------------------- -----------------------------------
Its Designee
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Adjusted Warrant Share Amount: 77,250
