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STOCK PURCHASE WARRANT
To Purchase Common Stock of
SYSCOMM INTERNATIONAL CORPORATION
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Void after 5:00 p.m. New York Time, on ___________, 0000
Xxxxxxx to Purchase 160,000 Shares of Common Stock
WARRANT TO PURCHASE COMMON STOCK
OF
SYSCOMM INTERNATIONAL CORPORATION
This is to Certify That, FOR VALUE RECEIVED, Commonwealth Associates,
or assigns ("Holder"), is entitled to purchase, subject to the provisions of
this Warrant, from SysComm International Corporation, a Delaware corporation
("Company"), One Hundred Sixty Thousand (160,000) fully paid, validly issued and
nonassessable shares of Common Stock, par value $.01 per share, of the Company
("Common Stock") at a price of $______ per share at any time or from time to
time during the period from , 1998 to ______________, 2002, but not later
than 5:00 p.m. New York City Time, on , 2002. The number of shares of Common
Stock to be received upon the exercise of this Warrant and the price to be paid
for each share of Common Stock may be adjusted from time to time as hereinafter
set forth. The shares of Common Stock deliverable upon such exercise, and as
adjusted from time to time, are hereinafter sometimes referred to as "Warrant
Shares" and the exercise price of a share of Common Stock in effect at any time
and as adjusted from time to time is hereinafter sometimes referred to as the
"Exercise Price". This Warrant, together with warrants of like tenor,
constituting in the aggregate warrants (the "Warrants") to purchase One Hundred
and Sixty Thousand (160,000) shares of Common Stock, was originally issued
pursuant to an underwriting agreement between the Company and Commonwealth
Associates ("Commonwealth"), in connection with a public offering through
Commonwealth of One Million Six Hundred Thousand (1,600,000) shares of Common
Stock, in consideration of $160 received for the Warrants.
(a) EXERCISE OF WARRANT.
(1) This Warrant may be exercised in whole or in part at any
time or from time to time on or after _______________, 1998 and until
_______________, 2002 (the "Exercise Period"); provided, however, that (i) if
either such day is a day on which banking institutions in the State of New York
are authorized by law to close, then on the next succeeding day which shall not
be such a day, and (ii) in the event of any merger, consolidation or sale of
substantially all the assets of the Company as an entirety, resulting in any
distribution to the Company's stockholders, prior to _______________, 2002, the
Holder shall have the right to exercise this Warrant commencing at such time
through _____________, 2002 into the kind and amount of shares of stock and
other securities and property (including cash) receivable by a holder of the
number of shares of Common Stock into which this Warrant might have been
exercisable immediately prior thereto. This Warrant may be exercised by
presentation and
surrender hereof to the Company at its principal office, or at the office of its
stock transfer agent, if any, with the Purchase Form annexed hereto duly
executed and accompanied by payment of the Exercise Price for the number of
Warrant Shares specified in such form. As soon as practicable after each such
exercise of the warrants, but not later than seven (7) days from the date of
such exercise, the Company shall issue and deliver to the Holder a certificate
or certificate for the Warrant Shares issuable upon such exercise, registered in
the name of the Holder or its designee. 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 Warrant Shares purchasable thereunder. Upon receipt
by the Company of this Warrant at its office, or by the stock transfer agent of
the Company at its office, in proper form for exercise, the Holder shall be
deemed to be the holder of record of the shares of Common Stock issuable upon
such exercise, notwithstanding that the stock transfer books of the Company
shall then be closed or that certificates representing such shares of Common
Stock shall not then be physically delivered to the Holder.
(2) At any time during the Exercise Period, the Holder may, at
its option, exchange this Warrant, in whole or in part (a "Warrant Exchange"),
into the number of Warrant Shares determined in accordance with this Section
(a)(2), by surrendering this Warrant at the principal office of the Company or
at the office of its stock transfer agent, accompanied by a notice stating such
Holder's intent to effect such exchange, the number of Warrant Shares to be
exchanged and the date on which the Holder requests that such Warrant Exchange
occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the
date specified in the Notice of Exchange or, if later, the date the Notice of
Exchange is received by the Company (the "Exchange Date"). Certificates for the
shares issuable upon such Warrant Exchange and, if applicable, a new warrant of
like tenor evidencing the balance of the shares remaining subject to this
Warrant, shall be issued as of the Exchange Date and delivered to the Holder
within seven (7) days following the Exchange Date. In connection with any
Warrant Exchange, this Warrant shall represent the right to subscribe for and
acquire the number of Warrant Shares (rounded to the next highest integer) equal
to (i) the number of Warrant Shares specified by the Holder in its Notice of
Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to
the quotient obtained by dividing (A) the product of the Total Number and the
existing Exercise Price by (B) the current market value of a share of Common
Stock. Current market value shall have the meaning set forth Section (c) below,
except that for purposes hereof, the date of exercise, as used in such Section
(c), shall mean the Exchange Date.
(b) RESERVATION OF SHARES. The Company shall at all times reserve for
issuance and/or delivery upon exercise of this Warrant such number of shares of
its Common Stock as shall be required for issuance and delivery upon exercise of
the Warrants.
(c) FRACTIONAL SHARES. No fractional shares or script representing
fractional shares shall be issued upon the exercise of this Warrant. With
respect to any fraction of a share called for upon any exercise hereof, the
Company shall pay to the Holder an amount in cash equal to such fraction
multiplied by the current market value of a share, determined as follows:
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(1) If the Common Stock is listed on a national securities
exchange or admitted to unlisted trading privileges on such exchange or listed
for trading on the Nasdaq National Market, the current market value shall be the
last reported sale price of the Common Stock on such exchange or market on the
last business day prior to the date of exercise of this Warrant or if no such
sale is made on such day, the average closing bid and asked prices for such day
on such exchange or market; or
(2) If the Common Stock is not so listed or admitted to
unlisted trading privileges, but is traded on the Nasdaq Small Cap Market, the
current Market Value shall be the average of the closing bid and asked prices
for such day on such market and if the Common Stock is not so traded, the
current market value shall be the mean of the last reported bid and asked prices
reported by the National Quotation Bureau, Inc. on the last business day prior
to the date of the exercise of this Warrant; or
(3) If the Common Stock is not so listed or admitted to
unlisted trading privileges and bid and asked prices are not so reported, the
current market value shall be an amount, not less than book value thereof as at
the end of the most recent fiscal year of the Company ending prior to the date
of the exercise of the Warrant, determined in such reasonable manner as may be
prescribed by the Board of Directors of the Company.
(d) EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is
exchangeable, without expense, at the option of the Holder, upon presentation
and surrender hereof to the Company or at the office of its stock transfer
agent, if any, for other warrants of different denominations entitling the
holder thereof to purchase in the aggregate the same number of shares of Common
Stock purchasable hereunder. This Warrant is not transferable (other than by
will or pursuant to the laws of descent and distribution and except in the event
of any merger, consolidation or sale of substantially all of the assets of the
Company as an entirety as provided under Subsection (a)(1)(ii) hereof) and may
not be assigned or hypothecated for a period of one year from ,199__ except to
and among the officers of Commonwealth, any member of the selling group, or to
and among the officers of any member of the selling group. Upon surrender of
this Warrant to the Company at its principal office or at the office of its
stock transfer agent, if any, with the Assignment Form annexed hereto duly
executed and funds sufficient to pay any transfer tax, the Company shall,
without 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. This Warrant may be divided or combined with other warrants which
carry the same rights upon presentation hereof at the principal office of the
Company or at the office of its stock transfer agent, if any, together with a
written notice specifying the names and denominations in which new Warrants are
to be issued and signed by the Holder hereof. The term "Warrant" as used herein
includes any Warrants into which this Warrant may be divided or exchanged. Upon
receipt by the Company of evidence satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and (in the case of loss, theft or
destruction) of reasonably satisfactory indemnification, and upon surrender and
cancellation of this Warrant, if mutilated, the Company will execute and deliver
a new Warrant of like tenor and date.
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Any such new Warrant executed and delivered shall constitute an additional
contractual obligation on the part of the Company, whether or not this Warrant
so lost, stolen, destroyed, or mutilated shall be at any time enforceable by
anyone.
(e) RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder in the Company, either at law or equity,
and the rights of the Holder are limited to those expressed in the Warrant and
are not enforceable against the Company except to the extent set forth herein.
(f) ANTI-DILUTION PROVISIONS. The Exercise Price in effect at any time
and the number and kind of securities purchasable upon the exercise of the
Warrants shall be subject to adjustment from time to time upon the happening of
certain events as follows:
(1) In case the Company shall (i) declare a dividend or make a
distribution on its outstanding shares of Common Stock in Common Stock
of the Company, (ii) subdivide or reclassify its outstanding shares of
Common Stock into a greater number of shares, or (iii) combine or
reclassify its outstanding shares of Common Stock into a smaller number
of shares, the Exercise Price in effect at the time of the record date
for such dividend or distribution or of the effective date of such
subdivision, combination or reclassification shall be adjusted so that
it shall equal the price determined by multiplying the Exercise Price
by a fraction, the denominator of which shall be the number of shares
of Common Stock outstanding after giving effect to such action, and the
numerator of which shall be the number of shares of Common Stock
outstanding immediately prior to such action. Such adjustment shall be
made successively whenever any event listed above shall occur.
(2) In case the Company shall hereafter distribute to the
holders of its Common Stock evidences of its indebtedness or assets
(excluding cash dividends or distributions and dividends or
distributions referred to in Subsection (1) above) or subscription
rights or warrants, then in each such case the Exercise Price in effect
thereafter shall be determined by multiplying the Exercise Price in
effect immediately prior thereto by a fraction, the numerator of which
shall be the total number of shares of Common Stock outstanding
multiplied by the current market price per share of Common Stock (as
defined in Subsection (4) below), less the fair market value (as
determined by the Company's Board of Directors) of said assets or
evidences of indebtedness so distributed or of such rights or warrants,
and the denominator of which shall be the total number of shares of
Common Stock outstanding multiplied by such current market price per
share of Common Stock. Such adjustment shall be made successively
whenever such a record date is fixed. Such adjustment shall be made
whenever any such distribution is made and shall become effective
immediately after the record date for the determination of shareholders
entitled to receive such distribution.
(3) Whenever the Exercise Price payable upon exercise of each
Warrant is adjusted pursuant to Subsections (1) and (2) above, the
number of Shares purchasable upon exercise of this Warrant shall
simultaneously be adjusted by multiplying the number of Shares
initially issuable upon exercise of this Warrant by the Exercise Price
in effect on the date hereof and dividing the product so obtained by
the Exercise Price, as adjusted.
(4) For the purpose of any computation under Subsection (2)
above, the current market price per share of Common Stock at any date
shall be deemed to be the average of the daily closing prices for 30
consecutive business days before such date. The closing price for each
day shall be the last sale price regular way or, in case no such
reported sale takes place on such day, the average of the last reported
bid and asked prices regular way, in either case on the principal
national securities exchange on which the Common Stock is admitted to
trading or listed, or if not listed or admitted to trading on such
exchange, the average of the highest reported bid and lowest reported
asked prices as reported by NASDAQ, or other similar organization if
NASDAQ is no longer reporting such information, or if not so available,
the fair market price as determined by the Board of Directors.
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(5) No adjustment in the Exercise Price shall be required
unless such adjustment would require an increase or decrease of at
least five cents ($0.05) in such price; provided, however, that any
adjustments which by reason of this Subsection (3) are not required to
be made shall be carried forward and taken into account in any
subsequent adjustment required to be made hereunder. All calculations
under this Section (f) shall be made to the nearest cent or to the
nearest one-hundredth of a share, as the case may be. Anything in this
Section (f) to the contrary notwithstanding, the Company shall be
entitled, but shall not be required, to make such changes in the
Exercise Price, in addition to those required by this Section (f), as
it shall determine, in its sole discretion, to be advisable in order
that any dividend or distribution in shares of Common Stock, or any
subdivision, reclassification or combination of Common Stock, hereafter
made by the Company shall not result in any Federal Income tax
liability to the holders of Common Stock or securities convertible into
Common Stock (including Warrants).
(6) Whenever the Exercise Price is adjusted, as herein
provided, the Company shall promptly but no later than 10 days after
any request for such an adjustment by the Holder, cause a notice
setting forth the adjusted Exercise Price and adjusted number of Shares
issuable upon exercise of each Warrant, and, if requested, information
describing the transactions giving rise to such adjustments, to be
mailed to the Holders at their last addresses appearing in the Warrant
Register, and shall cause a certified copy thereof to be mailed to its
transfer agent, if any.
(7) In the event that at any time, as a result of an
adjustment made pursuant to Subsection (1) above, the Holder of this
Warrant thereafter shall become entitled to receive any shares of the
Company, other than Common Stock, thereafter the number of such other
shares so receivable upon exercise of this Warrant shall be subject to
adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the Common
Stock contained in Subsections (1) to (3), inclusive above.
(8) Irrespective of any adjustments in the Exercise Price or
the number or kind of shares purchasable upon exercise of this Warrant,
Warrants theretofore or thereafter issued may continue to express the
same price and number and kind of shares as are stated in the similar
Warrants initially issuable pursuant to this Agreement.
(g) OFFICER'S CERTIFICATE. Whenever the Exercise Price shall be
adjusted as required by the provisions of the foregoing Section, the Company
shall forthwith file in the custody of its Secretary or an Assistant Secretary
at its principal office and with its stock transfer agent, if any, an officer's
certificate showing the adjusted Exercise Price determined as herein provided,
setting forth in reasonable detail the facts requiring such adjustment,
including a statement of the number of additional shares of Common Stock, if
any, and such other facts as shall be necessary to show the reason for and the
manner of computing such adjustment. Each such officer's certificate shall be
made available at all reasonable times for inspection by the holder or any
holder of a Warrant executed and delivered pursuant to Section (a) and the
Company shall, forthwith after each such adjustment, mail a copy by certified
mail of such certificate to the Holder or any such holder.
(h) NOTICES TO WARRANT HOLDERS. So long as this Warrant shall be
outstanding, (i) if the Company shall pay any dividend or make any distribution
upon the Common Stock or (ii) if the Company shall offer to the holders of
Common Stock, for subscription or purchase by them, any share of any class or
any other rights or (iii) if any capital reorganization of the Company,
reclassification of the capital stock of the Company, consolidation or merger of
the Company with or into another corporation, sale, lease or transfer of all or
substantially all of the property and assets of the Company to another
corporation, or voluntary or involuntary dissolution, liquidation or winding up
of the Company shall be effected,
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then in any such case, the Company shall cause to be mailed by certified mail to
the Holder, at least fifteen days prior the date specified in (x) or (y) below,
as the case may be, a, notice containing a brief description of the proposed
action and stating the date on which (x) a record is to be taken for the purpose
of such dividend, distribution or rights, or (y) such reclassification,
reorganization, consolidation, merger, conveyance, lease, dissolution,
liquidation or winding up is to take place and the date, if any is to be fixed,
as of which the holders of Common Stock or other securities shall receive cash
or other property deliverable upon such reclassification, reorganization,
consolidation, merger, conveyance, dissolution, liquidation or winding up.
(i) RECLASSIFICATION, REORGANIZATION OR MERGER. In case of any
reclassification, capital reorganization or other change of outstanding shares
of Common Stock of the Company, or in case of any consolidation or merger of the
Company with or into another corporation (other than a merger with a subsidiary
in which merger the Company is the continuing corporation and which does not
result in any reclassification, capital reorganization or other change of
outstanding shares of Common Stock of the class issuable upon exercise of this
Warrant) or in case of any sale, lease or conveyance to another corporation of
the property of the Company as an entirety, the Company shall, as a condition
precedent to such transaction, cause effective provisions to be made so that the
Holder shall have the right thereafter by exercising this Warrant at any time
prior to the expiration of the Warrant, to purchase the kind and amount of
shares of stock and other securities and property receivable upon such
reclassification, capital reorganization and other change, consolidation,
merger, sale or conveyance by a holder of the number of shares of Common Stock
which might have been purchased upon exercise of this Warrant immediately prior
to such reclassification, change, consolidation, merger, sale or conveyance. Any
such provision shall include provision for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this
Warrant. The foregoing provisions of this Section (i) shall similarly apply to
successive reclassifications, capital reorganizations and changes of shares of
Common Stock and to successive consolidations, mergers, sales or conveyances. In
the event that in connection with any such capital reorganization or
reclassification, consolidation, merger, sale or conveyance, additional shares
of Common Stock shall be issued in exchange, conversion, substitution or
payment, in whole or in part, for a security of the Company other than Common
Stock, any such issue shall be treated as an issue of Common Stock covered by
the provisions of Subsection (1) of Section (f) hereof.
(j) REGISTRATION UNDER THE SECURITIES ACT OF 1933.
(1) The Company shall advise the Holder of this Warrant or of
the Warrant Shares or any then holder of Warrants or Warrant Shares
(such persons being collectively referred to herein as "holders") by
written notice at least four weeks prior to the filing of any
post-effective amendment to the Company's Registration Statement No.
333-___ on Form S-1 ("Registration Statement"), declared effective by
the Securities and Exchange Commission on _____________, 1997 or of any
new registration statement or post-effective amendment thereto under
the Securities Act of 1933 (the "Act") covering
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securities of the Company and will for a period of four years,
commencing one year from the effective date of the Registration
Statement, upon the request of any such holder, include in any such
post-effective amendment or registration statement such information as
may be required to permit a public offering of the Warrants or the
Warrant Shares. The Company shall supply prospectuses and other
documents as the Holder may reasonably request in order to facilitate
the public sale or other disposition of the Warrants or Warrant Shares,
qualify the Warrants and the Warrant Shares for sale in such states as
any such holder designates and do any and all other acts and things
which may be necessary or desirable to enable such Holders to
consummate the public sale or other disposition of the Warrants or
Warrant Shares, and furnish indemnification in the manner as set forth
in Subsection (3)(C) of this Section (j). Such holders shall furnish
information and indemnification as set forth in Subsection (3)(C) of
this Section (j), except that the maximum amount which may be recovered
from the Holder shall be limited to the amount of proceeds received by
the Holder from the sale of the Warrants or Warrant Shares.
(2) If any majority holder (as defined in Subsection (4) of
this Section (j) below) shall give notice to the Company at any time
during the four year period commencing one year from the effective date
of the Registration Statement to the effect that such holder
contemplates (i) the transfer of all or any part of his or its Warrants
and/or Warrant Shares, or (ii) the exercise and/or conversion of all or
any part of his or its Warrants and the transfer of all or any part of
the Warrants and/or Warrant Shares under such circumstances that a
public offering (within the meaning of the Act) of Warrants and/or
Warrant Shares will be involved, and desires to register under the Act,
the Warrants and/or the Warrant Shares, then the Company shall, within
three weeks after receipt of such notice, file a post-effective
amendment to the Registration Statement or a new registration statement
on Form S-1 or such other form as the holder requests, pursuant to the
Act, to the end that the Warrants and/or Warrant Shares may be sold
under the Act as promptly as practicable thereafter and the Company
will use its best efforts to cause such registration to become
effective and continue to be effective (current) (including the taking
of such steps as are necessary to obtain the removal of any stop order)
until the holder has advised that all of the Warrants and/or Warrant
Shares have been sold; provided that such holder shall furnish the
Company with appropriate information (relating to the intentions of
such holders) in connection therewith as the Company shall reasonably
request in writing. In the event the registration statement is not
declared effective under the Act prior to __, 2002, or upon notice by a
majority holder pursuant to this Subsection (2) within 20 days of
receipt of notice provided for herein, the Company does not file a
registration statement then, the Company shall purchase the Warrants
(and/or underlying Common Stock) from the holders for a per share price
equal to, in the case of the Warrants, the fair market value of the
Common Stock less the per share Exercise Price and, in the case of the
underlying Common Stock, at the fair market value of the Common Stock.
The holder may, at its option, request the registration of the Warrants
and/or Warrant Shares in a registration statement made by the Company
as contemplated by Subsection (1) of this Section (j) or in connection
with a request made pursuant to Subsection (2) of this Section (j)
prior to the acquisition of the Warrant Shares upon exercise of the
Warrants and even though the holder has not given notice of exercise of
the Warrants. If the Company determines to include securities to be
sold by it in any registration statement originally requested pursuant
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to this Subsection (2) of this Section such registration shall instead
be deemed to have been a registration under subsection (1) of this
Section (j) and not under Subsection (2) of this Subsection (j). The
holder may thereafter at its option, exercise the Warrants at any time
or from time to time subsequent to the effectiveness under the Act of
the registration statement in which the Warrant Shares were included.
(3) The following provision of this Section (j) shall also be
applicable:
(A) Within ten days after receiving any such notice
pursuant to Subsection (2) of this Section (j), the Company
shall give notice to the other holders of Warrants and Warrant
Shares, advising that the Company is proceeding with such
post-effective amendment or registration statement and
offering to include therein Warrants and/or Warrant Shares of
such other holders, provided that they shall furnish the
Company with such appropriate information (relating to the
intentions of such holders) in connection therewith as the
Company shall reasonably request in writing. Following the
effective date of such post-effective amendment or
registration, the Company shall upon the request of any owner
of Warrants and/or Warrant Shares forthwith supply such a
number of prospectuses meeting the requirements of the Act, as
shall be requested by such owner to permit such holder to make
a public offering of all Warrants and/or Warrant Shares from
time to time offered or sold to such holder, provided that
such holder shall from time to time furnish the Company with
such appropriate information (relating to the intentions of
such holder) in connection therewith as the Company shall
request in writing. The Company shall also use its best
efforts to qualify the Warrant Shares for sale in such states
as such majority holder shall designate.
(B) The Company shall bear the entire cost and
expense of any registration of securities initiated by it
under Subsection (1) of this Section (j) notwithstanding that
Warrants and/or Warrant Shares subject to this Warrant may be
included in any such registration. The Company shall also
comply with one request for registration made by the majority
holder pursuant to Subsection (2) of this Section (j) at its
own expense and without charge to any holder of any Warrants
and/or Warrant Shares. Any holder whose Warrants and/or
Warrant Shares are included in any such registration statement
pursuant to this Section (j) shall, however, bear the fees of
his own counsel and any registration fees, transfer taxes or
underwriting discounts or commissions applicable to the
Warrant Shares sold by him pursuant thereto.
(C) The Company shall indemnify and hold harmless
each such holder and each underwriter, within the meaning of
the Act, who may purchase from or sell for any such holder any
Warrants and/or Warrant Shares from and against any and all
losses, claims, damages and liabilities caused by any untrue
statement or alleged untrue statement of a material fact
contained in the Registration
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Statement or any post-effective amendment thereto or any
registration statement under the Act or any prospectus
included therein required to be filed or furnished by reason
of this Section (j) or caused by any omission or alleged
omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages or
liabilities are caused by any such untrue statement or alleged
untrue statement or omission or alleged omission based upon
information furnished or required to be furnished in writing
to the Company by such holder or underwriter expressly for use
therein, which indemnification shall include each person, if
any, who controls any such underwriter within the meaning of
such Act provided, however, that the Company will not be
liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or
alleged omission made in said registration statement, said
preliminary prospectus, said final prospectus or said
amendment or supplement in reliance upon and in conformity
with written information furnished by such Holder or any other
Holder, specifically for use in the preparation thereof.
(D) Neither the giving of any notice by any such
majority holder nor the making of any request for prospectuses
shall impose any upon such majority holder or owner making
such request any obligation to sell any Warrants and/or
Warrant Shares, or exercise any Warrants.
(4) The term "majority holder" as used in this Section (j)
shall include any owner or combination of owners of Warrants or Warrant
Shares in any combination if the holdings of the aggregate amount of:
(i) the Warrants held by him or among them, plus
(ii) the Warrants which he or they would be holding
if the Warrants for the Warrant Shares owned by him or among
them had not been exercised,
would constitute a majority of the Warrants originally issued.
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The Company's agreements with respect to Warrants or Warrant Shares in
this Section (j) shall continue in effect regardless of the exercise and
surrender of this Warrant.
SYSCOMM INTERNATIONAL CORPORATION
By: _____________________________
[SEAL]
Dated: __________________, 1997
Attest:
__________________________
Secretary
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PURCHASE FORM
Dated _______________, 19__
The undersigned hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing _______ shares of Common Stock and hereby
makes payment of _______________ in payment of the actual exercise price
thereof.
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name: _______________________________________
(Please typewrite or print in block letters)
Address: ____________________________________
Signature: __________________________________
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ASSIGNMENT FORM
FOR VALUE RECEIVED, _________________________ hereby sells, assigns and
transfers unto
Name ______________________________________
(Please typewrite or print in block letters)
Address ___________________________________
the right to purchase Common Stock represented by this Warrant to the extent of
___________ shares as to which such right is exercisable and does hereby
irrevocably constitute and appoint ____________________________ as attorney, to
transfer the same on the books of the Company with full power of substitution in
the premises.
Date _______________, 199___
Signature _________________________
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