THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW AND MAY
NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT OR A VALID EXEMPTION FROM
REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS
HADRON, INC.
AMENDED FORM OF STOCK PURCHASE WARRANT
1. Grant.
Hadron, Inc., a New York corporation (hereinafter
"Company"), for value received hereby grants to X.X. Xxxxxxx or
his assigns (hereinafter "Holder") under the terms herein the
right to purchase _________________ fully paid and non-assessable
shares of the Company's $.02 par value common stock which number
was determined in accordance with paragraph 4 of the Second
Amended and Restated Convertible Promissory Note dated as of
December 31, 1996 and issued in favor of Holder by Engineering
and Information Services, Inc. and SyCom Services, Inc. as
co-makers (the "Makers") in the original principal amount of
$250,000.00 (the "Second Amended Note").
2. Expiration.
The right to exercise this warrant shall expire on October 21,
2003.
3. Exercise Price.
The per share exercise price of this Warrant shall be $0.25
which price was determined in accordance with paragraph 4 of the
Second Amended Note.
4. Exercise of Shares for Exercise Price.
The Holder at his option may remit the total exercise price
(the "Total Exercise Price") under this Warrant (number of shares
received on exercise times the per share exercise price) by
reducing the number of shares for which the Warrant is otherwise
exercisable by the number of shares having fair market value
equal to the Total Exercise Price.
5. Promissory Note.
This Warrant is subject to the terms of the Second Amended
Note, a copy of which is on file and may be examined at the
Company's offices in Alexandria, Virginia during regular business
hours.
6. Exercise Procedure.
This Warrant may be exercised by presenting it and tendering
the exercise price in legal tender or by bank cashier's or
certified check at the principal office of the Company along with
a written subscription substantially in the form of Exhibit A
hereof. The date on which this Warrant is thus surrendered,
accompanied by tender or payment as hereinbefore or hereinafter
provided, is referred to herein as the Exercise Date. The
Company shall forthwith at its expense (including the payment of
issue taxes) issue and deliver the proper number of shares, and
such shares shall be deemed issued for all purposes as of the
opening of business on the Exercise Date notwithstanding any
delay in the actual issuance thereof.
7. Sale or Exchange of Company or Assets.
If prior to issuance of stock under this Warrant, the
Company sells or exchanges all or substantially all of its
assets, or the shares of common stock of the Company are sold or
exchanged to any party other than the Holder, then the Holder at
his option may receive, in lieu of the stock otherwise issuable
hereunder, such money or property he would have been entitled to
receive if this Warrant had been exercised prior to such sale or
exchange.
8. Sale of Warrant or Shares.
Neither this Warrant nor the shares of common stock issuable
upon exercise of this Warrant have been registered under the
Securities Act of 1933, as amended, or under the securities laws
of any state. Neither this Warrant nor the shares of common stock
issued upon exercise of this Warrant may be sold, transferred,
pledged or hypothecated in the absence of (i) an effective
registration statement for this Warrant or the shares, as the
case may be, under the Securities Act of 1933, as amended, and
such registration or qualification as may be necessary under the
securities laws of any state, or (ii) an opinion of counsel
reasonably satisfactory to the Company that such registration or
qualification is not required. The Company shall cause a
certificate or certificates evidencing all or any of the shares
of common stock issued upon exercise of this Warrant prior to
said registration and qualification of such shares to bear the
following legend: "The shares evidenced by this certificate have
not been registered under the Securities Act of 1933, as amended,
or under the securities laws of any state. The shares may not be
sold, transferred, pledged or hypothecated in the absence of an
effective registration statement under the Securities Act of
1933, as amended, and such registration or qualification as may
be necessary under the securities laws of any state, or an
opinion of counsel satisfactory to the Company that such
registration or qualification is not required."
9. Transfer.
This Warrant shall be registered on the books of the Company
which shall be kept at its principal office for that purpose, and
shall be transferable in whole or in part but only on such books
by the Holder in person or by duly authorized attorney with
written notice substantially in the form of Exhibit B hereof, and
only in compliance with the preceding paragraph. The Company may
issue appropriate stop orders to its transfer agent to prevent a
transfer in violation of the preceding paragraph.
10. Replacement of Warrant.
At the request of Xxxxxx and on production of evidence
reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and (in the case of
loss, theft, or destruction) if required by the Company, upon
delivery of an indemnity agreement with surety in such reasonable
amount as the Company may determine thereof, the Company at its
expense will issue in lieu thereof a new Warrant of like tenor.
11. Investment Covenant.
The Holder by his acceptance hereof covenants that this
Warrant is and any common stock issued hereunder will be acquired
for investment purposes, and that the Holder will not distribute
the same in violation of any state or federal law or regulation.
12. Laws Governing.
This Warrant shall be construed according to the laws of the
Commonwealth of Virginia, without regard to its laws or
regulations relating to conflicts of laws.
IN WITNESS WHEREOF, Hadron, Inc. has caused this Warrant to
be signed on its behalf, in its corporate name, by its President,
and its corporate seal to be hereunto affixed and the said seal
to be attested by its Secretary, as of this ________ day of
____________ 19___ .
HADRON, INC.
Attest:
_____________________ ___________________________
By: By:
Secretary President
EXHIBIT A
IRREVOCABLE SUBSCRIPTION
To: Hadron, Inc.
Ladies and Gentlemen:
The undersigned hereby elects to exercise its right under
the attached Warrant by purchasing shares of
the $.02 par value common stock Hadron, Inc., and hereby
irrevocably subscribes to such issue. The certificates for such
shares shall be issued in the name of
_________________________________________________________________
(Name)
_________________________________________________________________
(Address)
_________________________________________________________________
(Taxpayer Number)
and delivered to
________________________________________________________________
(Name)
_________________________________________________________________
(Address)
The exercise price of $_____________ is enclosed.
Date:________________________________________
Signed:______________________________________
_________________________________________________________________
(Address)
_________________________________________________________________
(Signature)
EXHIBIT B
ASSIGNMENT
FOR VALUE
RECEIVED,_____________________________________________________
_________________________________________________________________
(Name)
_________________________________________________________________
(Address)
__________________ the attached Warrant together with all right,
title and interest therein, and does hereby irrevocably appoint
_____________________________________ attorney to transfer said
Warrant on the books of ___________________ Corporation, with
full power of substitution in the premises.
Done this ____ day of ___________, 19__.
Signed:______________________________________
