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EXHIBIT 4.1
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WARRANT AGREEMENT
WARRANT AGREEMENT ("Agreement"), dated as of November 15, 1999, between
PHONETEL TECHNOLOGIES, INC., an Ohio corporation (the "Company"), and AMERICAN
SECURITIES TRANSFER & TRUST, INC. ("Transfer Agent").
WHEREAS, in connection with the Joint Reorganization Plan of the
Company and Cherokee Communications, Inc. as approved October 22, 1999 (the
"Plan"), the Company has agreed to issue warrants ("Warrants") to purchase up to
1,111,100 shares of common stock, $0.01 par value, of the Company following the
approval and adoption of the Plan ("New Common Stock"); and
WHEREAS, the Company and the Transfer Agent desire to set forth in this
Agreement, among other things, the form and provisions of the certificates
representing Warrants (the "Warrant Certificates") and the terms and conditions
under which they may be issued, transferred, exchanged, replaced and surrendered
and in connection with the exercise of the Warrants;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
ARTICLE I
ISSUANCE OF WARRANTS; FORM OF WARRANTS
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Section 1.1 DEFINITIONS. As used herein, the following terms shall have
the following meanings, unless the context shall otherwise require:
(a) "Corporate Office" shall mean the office of the Transfer
Agent (or its successor) at which at any particular time its principal business
shall be administered, which office is located as of the date hereof at 00000
Xxxx Xxxxxxx Xxxxxxx, Xxxxx X-0, Xxxxxxxx, Xxxxxxxx 00000-0000.
(b) "Exercise Date" shall mean, as to any Warrant, the date on
which the Transfer Agent shall have received both (a) the Warrant Certificate
representing such Warrant, with the exercise form thereon duly executed by the
Registered Holder thereof or his attorney duly authorized in writing, and (b)
payment in cash, or by official bank or certified check made payable to the
Transfer Agent as agent for the Company, of an amount in lawful money of the
United States of America equal to the applicable Exercise Price (as defined in
Section 2.1 hereof).
(c) "Initial Warrant Exercise Date" shall mean the date which
is the business day following the date upon which the Warrants are issued
pursuant to the Plan.
(d) "Registered Holder" shall mean the person in whose name
any Warrant Certificates shall be registered on the books maintained by the
Transfer Agent.
(e) "Warrant Expiration Date" shall mean 5:00 p.m. (New York
City time) on November 19, 2002; provided that if such date shall in the State
of New York be a holiday or a day on which banks are authorized to close, then
5:00 p.m. (New York City time) on the next following day which in the State of
New York is not a holiday or a day on which banks are authorized to close. Upon
notice to all holders of Warrants, the Company shall have the right to extend
the Warrant Expiration Date.
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Section 1.2 WARRANTS AND ISSUANCE OF WARRANT CERTIFICATES.
(a) A Warrant shall initially entitle the Registered Holder of
the certificate representing such Warrant to purchase one (1) share of New
Common Stock upon the exercise thereof, in accordance with the terms hereof,
subject to modification and adjustment as provided in herein.
(b) Upon execution of this Agreement, Warrant Certificates
representing the number of Warrants issued pursuant to the Plan shall be
executed by the Company and delivered to the Transfer Agent. Upon written order
of the Company signed by its Chairman or President or a Vice President and by
its Secretary or an Assistant Secretary, the Warrant Certificates shall be
countersigned, issued and delivered by the Transfer Agent in accordance with the
Plan.
(c) From time to time, up to the Warrant Expiration Date, the
Transfer Agent shall countersign and deliver stock certificates in required
whole number denominations representing up to an aggregate of 1,111,100 shares
of New Common Stock, subject to adjustment as described herein, upon the
exercise of Warrants in accordance with this Agreement.
(d) From time to time, up to the Warrant Expiration Date, the
Transfer Agent shall countersign and deliver Warrant Certificates in required
whole number denominations to the persons entitled thereto in connection with
any replacement, transfer, exchange, adjustment or other issuance permitted
under this Agreement; provided that no Warrant Certificates shall be issued
except (i) those initially issued hereunder, (ii) those issued on or after the
Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants
represented by any Warrant Certificate, to evidence any unexercised Warrants
held by the exercising Registered Holder, (iii) those issued upon any transfer
or exchange pursuant to Section 4.2 hereof; (iv) those issued in replacement of
lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section
4.3 hereof; and (v) at the option of the Company, in such form as may be
approved by the Board of Directors, to reflect any reasonable adjustment or
change in the Exercise Price (as defined in Section 2.1 hereof), the number of
shares of Common Stock purchasable upon exercise of the Warrants as provided in
Article III hereof.
Section 1.3 FORM AND EXECUTION OF WARRANT CERTIFICATES.
(a) The Warrant Certificates shall be substantially in the
form attached hereto as Exhibit A (the provisions of which are hereby
incorporated herein) and may have such letters, numbers or other marks of
identification or designation and such legends, summaries or endorsements
printed, lithographed or engraved thereon as the Company may reasonably deem
appropriate and as are not inconsistent with the provisions of this Agreement,
or as may be required to comply with any law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any stock exchange on which
the Warrants may be listed, or to conform to usage. The Warrant Certificates
shall be dated the date of issuance thereof (whether upon initial issuance,
transfer, exchange, adjustment or in replacement of mutilated, lost, stolen, or
destroyed Warrant Certificates) and issued in registered form only. Warrants
shall be numbered serially.
(b) Warrant Certificates shall be executed on behalf of the
Company by its Chairman of the Board, President or any Vice President and by its
Secretary or an Assistant Secretary, by manual signatures or by facsimile
signatures printed thereon, and shall have imprinted thereon a facsimile of the
Company's seal. Warrant Certificates shall be manually countersigned by the
Transfer Agent and shall not be valid for any purpose unless so countersigned.
In case any officer of the Company who shall have signed any of the Warrant
Certificates shall cease to be such officer of the Company before the date of
issuance of the Warrant Certificates or before countersignature by the Transfer
Agent and issue and delivery thereof, such Warrant Certificates may nevertheless
be countersigned by the Transfer Agent, issued and delivered with the same force
and effect as though the person who signed such Warrant Certificates had not
ceased to be such officer of the Company. After countersignature by the Transfer
Agent, Warrant Certificates shall be delivered by the Transfer Agent to the
Registered Holder without further action by the Company, except as otherwise
provided by this Agreement.
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ARTICLE II
WARRANT EXERCISE PRICE AND EXERCISE OF WARRANTS
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Section II.1 EXERCISE PRICE. Each Warrant Certificate shall entitle the
registered holder thereof to purchase from the Company one share of New Common
Stock for each Warrant evidenced thereby, at a purchase price equal to $10.50
per share (the "Exercise Price"), or such adjusted number of shares at such
adjusted purchase price as may be established from time to time pursuant to the
provisions of Article III hereof, payable in full at the time of exercise of the
Warrant. Except as the context otherwise requires, the term "Exercise Price" as
used in this Agreement shall mean the purchase price of one share of New Common
Stock, reflecting all appropriate adjustments made in accordance with the
provisions of Article III hereof.
Section II.2 EXERCISABILITY OF WARRANTS. Each Warrant may be exercised
at any time subsequent to the Initial Warrant Exercise Date and prior to the
Warrant Expiration Date. All outstanding Warrants shall expire on the Warrant
Expiration Date, after which time all Warrants will be wholly void and of no
force or effect.
Section II.3 PROCEDURE FOR EXERCISE OF WARRANTS. During the period
specified in and subject to the provisions of Section 2.2 hereof, Warrants may
be exercised by surrendering the Warrant Certificate representing such Warrants
to the Company, with the Election to Purchase duly completed and executed,
accompanied by payment in full, by certified check or money order, of the
Exercise Price in effect at the time of such exercise, for each share of New
Common Stock with respect to which such Warrants are being exercised.
Section II.4 ISSUANCE OF COMMON STOCK; LISTING. As soon as practicable
after the date of exercise of any Warrants, the Company shall issue a
certificate or certificates for the number of full shares of New Common Stock to
which such holder is entitled, issued and delivered in accordance with the
instructions set forth in the Election to Purchase. In no event shall any
fractional shares be issued. All shares of New Common Stock issued upon the
exercise of any Warrants shall be validly authorized and issued, fully paid and
non-assessable, and free from all liens and charges created by the Company in
respect of the issue thereof. Each person in whose name any such certificate for
shares of New Common Stock is issued shall for all purposes be deemed to have
become the holder of record of the New Common Stock represented thereby on the
date of exercise of the Warrants resulting in the issuance of such shares,
irrespective of the date of issuance or delivery of such certificate for shares
of New Common Stock. The Company will in good faith and as expeditiously as
reasonably possible endeavor to cause such shares of New Common Stock, upon
issuance, to be listed on each national securities exchange, if any, on which
the other outstanding shares of New Common Stock are then listed.
Section II.5 RESERVATION OF SHARES. The Company shall at all times
reserve and keep available for issuance upon the exercise of Warrants a number
of its authorized but unissued shares or treasury shares, or both, of New Common
Stock that will be sufficient to permit the exercise in full of all outstanding
Warrants.
Section 2.6 REGISTRATION. The issuance of the Warrants and the shares
of New Common Stock underlying such Warrants are exempt from registration under
the Securities Act of 1933, as amended (the "Securities Act") pursuant to
Section 3(a)(9) of the Securities Act and similar state law provisions, and
pursuant to Section 1145 of the Bankruptcy Reform Act of 1978, as amended. The
Company covenants that if any securities to be reserved for the purpose of
exercise of Warrants hereunder require registration with, or approval of, any
governmental authority under any federal securities law before such securities
may be validly issued or delivered upon such exercise, then the Company will in
good faith and as expeditiously as reasonably possible, endeavor to secure such
registration or approval. The Company will use reasonable efforts to obtain
appropriate approvals or registrations under state "blue sky" securities laws.
With respect to any such securities, however, Warrants may not be exercised by,
or shares of New Common Stock issued to, any Registered Holder in any state in
which such exercise would be unlawful.
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ARTICLE III
ADJUSTMENTS
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Section 3.1 CAPITAL EVENT. If at any time or from time to time the
Company shall by stock dividend, subdivision, combination, or reclassification
of shares or otherwise, change as a whole the outstanding shares of New Common
Stock into a different number or class of shares, the Exercise Price in effect
and the number of shares of New Common Stock purchasable under the Warrants
immediately prior to the date upon which such change shall become effective,
shall be proportionately adjusted. Irrespective of any adjustment or change in
the Exercise Price or the number of shares of New Common Stock actually
purchasable hereunder, this Warrant Agreement may continue to express the
Exercise Price and the number of shares purchasable as were expressed as of the
date of this Agreement without prejudice to the holder of Warrants or the
Company thereby. In the case of the issuance of additional shares of New Common
Stock as a dividend, the aggregate number of shares of New Common Stock issued
in payment of such dividend shall be deemed to have been issued at the close of
business on the record date fixed for the determination of shareholders entitled
to such dividend and shall be deemed to have been issued without consideration;
provided, however, that if the Company, after fixing such record date, shall
legally abandon its plan to so issue New Common Stock as a dividend, no
adjustment of the Exercise Price shall be required by reason of the fixing of
such record date.
Section 3.2 MERGER. If at any time while the Warrants are outstanding
the Company effects any consolidation or merger with any other corporation or
entity, the holder of a Warrant shall thereafter be entitled upon such exercise
of the Warrant to purchase, with respect to each share of New Common Stock
purchasable hereunder immediately prior to the date upon which such
consolidation or merger shall become effective, the securities or property to
which a holder of one share of New Common Stock would have been entitled upon
such consolidation or merger, without any change in, or payment in addition to,
the Exercise Price in effect immediately prior to such merger or consolidation
and the Company shall take such steps in connection with such consolidation or
merger as may be necessary to assure that all of the provisions of the Warrants
shall thereafter be applicable, as nearly as reasonably may be, in relation to
any securities or property thereafter deliverable upon the exercise of the
Warrants. The Company shall not effect any such consolidation or merger unless
prior to the consummation thereof the successor corporation, if other than the
Company, resulting therefrom shall assume by written agreement executed and
mailed to each of the Warrant holders at the address of each such holder shown
on the books of the Company, the obligation to deliver to such holder such
securities or property as in accordance with the foregoing provisions such
holders shall be entitled to purchase. A sale of all or substantially all of the
assets of the Company for a consideration, apart from the assumption of
obligations, consisting primarily of securities shall be deemed a consolidation
or merger for the foregoing purposes.
ARTICLE IV
OTHER PROVISIONS RELATING TO RIGHTS OF
REGISTERED HOLDERS OF WARRANT CERTIFICATES
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Section 4.1 RIGHTS OF WARRANT HOLDERS. The Warrant Certificate shall
not entitle the Registered Holder thereof to any of the rights of a stockholder
of the Company, including, without limitation, the right to vote, to receive
dividends and other distributions, to receive any notice of, or to attend,
meetings of stockholders or any other proceedings of the Company.
Section 4.2 TRANSFER OF WARRANTS.
(a) After the Initial Warrant Exercise Date, Warrant
Certificates may be exchanged for other Warrant Certificates representing an
equal aggregate number of Warrants of the same class or may be transferred in
whole or in part. Warrant Certificates to be exchanged shall be surrendered to
the Transfer Agent at its Corporate Office and, upon satisfaction of the terms
and provisions hereof with signature guarantees by an acceptable participant in
a recognized Medallion program, the Company shall execute and the Transfer Agent
shall countersign, issue and deliver new Warrant Certificates.
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(b) The Transfer Agent shall keep at its office books in
which, subject to such reasonable regulations as it may prescribe, it shall
register Warrant Certificates and the transfer thereof in accordance with its
regular practice. Upon due presentment for registration of transfer of any
Warrant Certificate at such office, the Company shall execute and the Transfer
Agent shall issue and deliver to the transferee or transferees a new Warrant
Certificate or Certificates representing an equal aggregate number of Warrants.
(c) With respect to all Warrant Certificates presented for
registration or transfer, or for exchange or exercise, the subscription form on
the reverse thereof shall be duly endorsed, or be accompanied by a written
instrument or instruments of transfer and subscription, in form satisfactory to
the Company and the Transfer Agent, duly executed by the Registered Holder or
his or her attorney-in-fact duly authorized in writing with signature guarantees
by an acceptable participant in a recognized Medallion program.
(d) A service charge may be imposed by the Transfer Agent for
any exchange or registration of transfer of Warrant Certificates. In addition,
the Company may require payment by such holder of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection therewith.
(e) All Warrant Certificates surrendered for exercise or for
exchange in case of mutilated Warrant Certificates shall be promptly cancelled
by the Transfer Agent and thereafter retained by the Transfer Agent until
termination of this Agreement or its resignation as Transfer Agent, or disposed
of or destroyed, at the direction of the Company.
(f) Prior to due presentment for registration of transfer
thereof, the Company and the Transfer Agent may deem and treat the Registered
Holder of any Warrant Certificate as the absolute owner thereof and of each
Warrant represented thereby (notwithstanding any notations of ownership or
writing thereon made by anyone other than a duly authorized officer of the
Company or the Transfer Agent) for all purposes and shall not be affected by any
notice to the contrary.
Section 4.3 LOST, STOLEN, MUTILATED OR DESTROYED WARRANT CERTIFICATES.
If any Warrant Certificate shall be mutilated, lost, stolen or destroyed, the
Company in its discretion may execute and deliver a new Warrant Certificate, in
exchange and in substitution for and upon cancellation of a mutilated, lost,
stolen or destroyed Warrant Certificate, but only if the Company receives
evidence of such loss, theft or destruction of such Warrant Certificate and of
the ownership thereof, and, if requested, only if the Company is indemnified for
such mutilated, lost, stolen or destroyed Warrant Certificate, all in such form
that is satisfactory to the Company.
Section 4.4 NOTICE OF ADJUSTMENTS. Upon any adjustment of the Exercise
Price or any increase or decrease in the number of shares of New Common Stock
issuable upon the exercise of a Warrant, pursuant to Article III hereof, and in
the event of any change in the rights of the holder of a Warrant by reason of
any other event herein set forth, then and in each such case, the Company shall
give written notice thereof to the holder of each Warrant at the address of such
holder as shown on the books of the Company, which notice shall state the
Exercise Price as adjusted and the increased or decreased number of shares
issuable upon the exercise of a Warrant, or specify the stock, securities or
assets and the amount thereof receivable as a result of such change in rights,
setting forth in reasonable detail a summary of the method of calculation and
the facts upon which such calculation is based.
Section 4.5. AGREEMENT OF WARRANT HOLDERS. Every holder of a Warrant,
by his acceptance thereof, consents and agrees with the Company, the Transfer
Agent and every other holder of a Warrant that:
(a) The Warrants are transferable only on the registry books
of the Transfer Agent by the Registered Holder thereof in person or by his or
her attorney duly authorized in writing and only if the Warrant Certificates
representing such Warrants are surrendered at the Corporate Office of the
Transfer Agent, duly endorsed or accompanied by a proper instrument of transfer
satisfactory to the Transfer Agent and the Company in their sole discretion,
together with payment of any applicable transfer taxes; and
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(b) The Company and the Transfer Agent may deem and treat the
person in whose name the Warrant Certificate is registered as the holder and as
the absolute, true and lawful owner of the Warrants represented thereby for all
purposes and neither the Company nor the Transfer Agent shall be affected by any
notice or knowledge to the contrary.
ARTICLE V
MISCELLANEOUS MATTERS
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Section 5.1 ASSIGNMENT. All the covenants and provisions of this
Agreement by or for the benefit of the Company, the Transfer Agent or the
Registered Holders shall bind and inure to the benefit of their respective
successors and assigns.
Section 5.2 NOTICES. Any notice, demand or other communication required
by this Agreement shall be sufficiently given or made if sent by registered or
certified mail, postage prepaid, by overnight mail or courier, or by facsimile
transmission with receipt acknowledged, addressed to the Company or the Transfer
Agent, as appropriate, as set forth below:
To the Company:
PhoneTel Technologies, Inc.
0000 Xxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx, Xxxx 00000
Attn: Corporate Secretary
With a copy to:
Xxxx Xxxxxx & Parks LLP
0000 XX Xxxxx
000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Attn: F. Xxxxxx X'Xxxxx, Esq.
To the Transfer Agent:
American Securities Transfer & Trust, Inc.
00000 X. Xxxxxxx Xxxxxxx, Xxxxx X-0
Xxxxxxxx, XX 00000-0000
Any party may change the address or fax number stated herein to which
notices are sent by giving all other parties notice of such change of address or
fax number by notice to their respective addresses stated herein.
Section 5.3 GOVERNING LAW. This Agreement and each Warrant Certificate
issued hereunder shall be governed by the laws of the State of Ohio without
regard to principles of conflicts of laws thereof.
Section 5.4 STANDING. Nothing in this Agreement expressed and nothing
that may be implied from any of the provisions hereof is intended, or shall be
construed, to confer upon, or give to, any person or corporation other than the
Company and the Transfer Agent any right, remedy or claim under or by reason of
this Agreement or of any covenant, condition, stipulation, promise or agreement
contained herein; and all covenants, conditions, stipulations, promises and
agreements contained in this Agreement shall be for the sole and exclusive
benefit of the Company and the Transfer Agent and their successors and assigns.
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Section 5.5 HEADINGS. The descriptive headings of the articles and
sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.
Section 5.6 COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original;
but such counterparts shall together constitute but one and the same instrument.
Section 5.7 ENTIRE AGREEMENT. All prior contemporaneous agreements,
contracts, promises, representations, warranties or covenants between the
parties hereto, whether written or oral, are merged into this Agreement and
shall hereafter be null and void. This Agreement, including the Exhibits
referred to herein and the other writings specifically identified herein or
contemplated hereby, is complete, reflects the entire agreement of the parties
with respect to its subject matter, and supersedes all previous written or oral
negotiations, commitments and writings. This Agreement may only be amended by a
written instrument, signed by each of the parties hereto.
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto as of the day and year first above written.
PHONETEL TECHNOLOGIES, INC.
By: /s/ Xxxx X. Xxxxxxxxxx
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Its: PRESIDENT AND CHIEF EXECUTIVE OFFICER
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AMERICAN SECURITIES TRANSFER & TRUST, INC.
By: /s/ Xxxxx Xxxxxxxx
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Its: VICE PRESIDENT/TRUST OFFICER
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EXHIBIT A TO WARRANT AGREEMENT
[Form of Warrant Certificate]
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED UNDER AND ARE
GOVERNED BY AND ARE SUBJECT TO THAT CERTAIN WARRANT AGREEMENT, DATED AS OF
NOVEMBER 15, 1999. A COPY OF SUCH WARRANT AGREEMENT WILL BE FURNISHED BY THE
ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.
No.
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Certificate for _____ Warrants
WARRANT CERTIFICATE
THIS CERTIFIES that ___________________ or its registered assigns is
the registered holder (the "Registered Holder") of the number of Warrants set
forth above, each of which represents the right to purchase one fully paid and
nonassessable share of Common Stock, par value $0.01 per share (the "Common
Stock"), of PhoneTel Technologies, Inc. (the "Company"), at any time after
November 18, 1999 but not after the Warrant Expiration Date hereinafter referred
to, at the initial exercise price of $10.50 per share (the "Exercise Price"), by
surrendering this Warrant Certificate to the Company, with the duly executed
form of election to purchase attached hereto, and by paying in full the Exercise
Price, plus transfer taxes, if any, by certified check or money order payable to
the order of the Company.
No Warrant may be exercised after 5:00 P.M., New York City time, on
November 19, 2002 (the "Warrant Expiration Date"). All Warrants evidenced hereby
shall thereafter become void, subject to the terms of the Warrant Agreement (as
hereinafter defined).
Prior to the Warrant Expiration Date, subject to any applicable laws,
rules or regulations restricting transferability and to any restriction on
transferability that may appear on this Warrant Certificate in accordance with
the terms of the Warrant Agreement hereinafter referred to, the Registered
Holder shall be entitled to transfer this Warrant Certificate, in whole or in
part, upon surrender of this Warrant Certificate to the Company, with the form
of assignment set forth hereon duly executed. Upon any such transfer, a new
Warrant Certificate or Warrant Certificates representing the same aggregate
number of Warrants will be issued in accordance with instructions in the form of
assignment.
Upon certain events provided for in the Warrant Agreement hereinafter
referred to, the Exercise Price and the number of shares of Common Stock
issuable upon the exercise of each Warrant are required to be adjusted. No
fractional shares will be issued upon the exercise of Warrants.
This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of November 15, 1999 between the Company and American
Securities Transfer & Trust, Inc. (the "Warrant Agreement") and is subject to
the terms and provisions contained in said Warrant Agreement, to all of which
terms and provisions the Registered Holder consents by acceptance hereof. Any
capitalized terms not defined in this Warrant Certificate shall have the
meanings ascribed to them in the Warrant Agreement.
This Warrant Certificate shall not entitle the Registered Holder to any
of the rights of a stockholder of the Company, including without limitation, the
right to vote, to receive dividends and other distributions, or to attend or
receive any notice of meetings of stockholders or any other proceeding of the
Company.
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IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed.
PHONETEL TECHNOLOGIES, INC.
By:
--------------------------
Name:
---------------
Title:
--------------
Attest:
----------------------
Name:
---------------
Title:
--------------
Countersigned:
[TRANSFER AGENT]
By:______________________________
Its:_____________________________
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[Form of Assignment]
FOR VALUE RECEIVED, the undersigned hereby irrevocably sells, assigns
and transfers unto the Assignee named below all of the rights of the undersigned
represented by the within Warrant Certificate, with respect to the number of
Warrants set forth below:
Name of Assignee Address No. of Warrants
---------------- ------- ---------------
and does hereby irrevocably constitute and appoint __________________, Attorney,
to make such transfer on the books of PhoneTel Technologies, Inc. maintained for
that purpose, with full power of substitution in the premises.
Dated:
-------------- -------------------------------------------------------
Signature
[MEDALLION SIGNATURE GUARANTEE REQUIRED]
(Signature must conform in all respects to name of
holder as specified on the face of the Warrant
Certificate.)
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[Form of Election To Purchase]
The undersigned hereby irrevocably elects to exercise_______________of
the Warrants represented by this Warrant Certificate and to purchase the shares
of Common Stock issuable upon the exercise of said Warrants, and requests that
Certificates for such shares be issued and delivered as follows:
ISSUE TO:
-----------------------------------------------------------------------
(NAME)
--------------------------------------------------------------------------------
(ADDRESS, INCLUDING ZIP CODE)
--------------------------------------------------------------------------------
(SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER)
DELIVER TO:
---------------------------------------------------------------------
(NAME)
at
------------------------------------------------------------------------------
(ADDRESS, INCLUDING ZIP CODE)
In full payment of the purchase price with respect to the Warrants
exercised and transfer taxes, if any, the undersigned hereby tenders payment of
$________________ by certified check or money order payable to the order of the
Company.
Date:
-------------- ----------------------------------------------------
Signature
(Signature must conform in all respects to name of
holder as specified on the face of the Warrant
Certificate.)
PLEASE INSERT SOCIAL SECURITY OR TAX I.D. NUMBER OF
HOLDER
----------------------------------------------------
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SCHEDULE A
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As of the date of this Agreement, the Company had the following classes
and number of shares of stock issued and outstanding (including treasury stock):
# of Shares Issued
Class of Stock # of Shares Authorized and Outstanding
-------------- ---------------------- ---------------
As of the date of this Agreement, the ownership of the Warrants, the
number and percentage of the total shares of Common Stock each Warrant holder is
entitled to purchase is as follows:
# of Shares entitled Percentage of Total
Name of Warrant Holder # of Shares Owned to Purchase Shares Outstanding
---------------------- ----------------- ----------- ------------------
