EXHIBIT 4.9
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, Westgate
International, L.P. having an address at c/o Stonington Management Corporation,
000 Xxxxx Xxxxxx, Xxx Xxxx, 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, 71,544 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:
Westgate International, L.P.
c/o Stonington Management Corporation
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxx
Facsimile: (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/
------------------------------------
Name:
Title:
[CORPORATE SEAL]
Attest:
By: /s/
------------------------------
(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:
-------------------------------
14
