WARRANT
NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH
THE REPRESENTATIONS AND AGREEMENTS MADE BY THE RECORD HOLDER HEREOF SET FORTH IN
THIS WARRANT.
TTR INC.
COMMON STOCK PURCHASE WARRANT
in favor of
---------
Date: December 31, 1998
No. 1998 __ 3,000 Common Shares
FOR VALUE RECEIVED, TTR INC., a Delaware company (the "Company"),
hereby grants to __________ or its registered assignees (the "Holder"), the
right to purchase, subject to the terms and conditions hereof, Three Thousand
(3,000) fully paid and non-assessable shares of Common Stock of the Company, par
value $0.001 ("Shares"). The purchase price for each Share purchased pursuant to
this Warrant shall be US six dollars ($6.00) (the "Exercise Price").
Hereinafter, (i) the shares purchasable hereunder are referred to as the
"Warrant Shares"; (ii) and the price payable hereunder for each of the Warrant
Shares, as adjusted in the manner set froth hereinafter, is referred to as the
"Per Share Warrant Price"; and (iii) this warrant and all warrants hereafter
issued in exchange or substitution for this Warrant are referred to as the
"Warrants". The Per Share Warrant Price and the number of Warrant Shares are
subject to adjustment as hereinafter provided.
1. Warrant Period; Exercise of Warrant
1.1 This Warrant may be exercised in whole or part at any time
commencing 9:00 a.m., New York City time, on any business day on or after the
issuance thereof and continuing up to the fifth anniversary thereof (the
"Warrant Period"), by the surrender of this Warrant (with a duly executed
exercise form in the form attached at the end hereof as Exhibit A) at the
principal office of the Company, together with the proper payment of the Per
Share Warrant Price times the number of Warrant Shares.
1.2 Upon such surrender of this Warrant, the Company will (a) issue a
certificate or certificates in the name of Holder for the Warrant Shares to
which the Holder shall be entitled and (b) deliver the other securities and
properties receivable upon the exercise of this Warrant, pursuant to the
provisions of this Warrant.
1.3 Any stamp tax attributable to the issuance of the Shares shall be
borne solely by Holder.
2. Representations and Warranties
The Holder (i) represents, warrants, covenants and agrees that the
Warrant and the underlying Warrant Shares are being acquired by the Holder for
the Holder's own account, for investment purposes only, and not with a view to
or for the sale in connection with any distribution thereof or with any present
intention of selling or distributing all or any part of the Warrant or the
Warrant Shares; (ii) understands (x) that if it should thereafter decide to
dispose of such Warrant or Warrant Shares (which it does not contemplate at such
time) it may do so only in compliance with the Securities Act of 1933, as
amended (the "Securities Act"), (y) this Warrant and the Warrant Shares are not
registered under the Securities Act; and (iii) acknowledges that, as of the date
hereof, it has been given a full opportunity to ask questions of and to receive
answers from the Company concerning this Warrant and the Warrant Shares and the
business of the Company and to obtain such information as it desired in order to
evaluate the acquisition of this Warrant and the Warrant Shares, and all
questions have been answered to its full satisfaction.
3. Reservation of Shares
The Company covenants that at all times during the Warrant Period it
shall have authorized and in reserve, and will keep available solely for
issuance or delivery upon exercise of the Warrant, the Warrant Shares and other
securities and properties as from time to time shall be receivable upon the
exercise of this Warrant, free and clear of preemptive rights and restrictions
on sale or transfer except as otherwise set forth herein or in the Company
By-Laws.
4. Adjustment
4.1 In case of any consolidation or merger of the Company with or into
another corporation (other than a merger or consolidation in which the Company
is the surviving or the continuing corporation) or in the case of any sale or
conveyance to another corporation or other entity of the property, assets or
business of the Company as an entirety or substantially as an entirety, in any
such case, the Company or such successor or purchasing corporation or entity, as
the case may be, shall (i) execute with the Holder an agreement that the Holder
shall have the right thereafter to receive upon the exercise of the Warrant the
kind and amount of shares and/or other securities or other property which he
would have owned or have been entitled to receive after the happening of such
consolidation, merger, sale or conveyance had the Warrant been exercised
immediately prior to such action, (ii) make effective provision in its
certificate of its incorporation or otherwise, if necessary, in order to effect
such agreement, and (iii) set aside or reserve for the benefit of the Holder,
the stock, securities, property and cash to which the Holder would be entitled
to upon exercise of this Warrant.
4.2 In case the Company shall (A) pay a dividend or make a distribution
on its shares of Common Stock (B) subdivide or reclassify its outstanding Common
Stock into a greater number of shares, or (C) combine or reclassify its
outstanding Common Stock into a smaller number of shares or otherwise effect a
reverse split, (other than a change in par value or from no par value to a
specific par value), the Exercise Price shall be proportionately adjusted so
that the Holder shall have the right thereafter to receive upon exercise of this
Warrant solely the kind and
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amount of shares, the Holder would have owned had this Warrant been exercised
immediately prior to such dividend, subdivision, combination or
reclassification.
4.3 The above provisions of this paragraph 4 shall similarly apply to
successive reclassifications and changes of Shares and to successive
consolidations.
4.4 In case the Company shall, subsequent to November 30, 1998, issue
rights or warrants to all holders of its Common Stock entitling them to
subscribe for or purchase shares of Common Stock (or securities convertible into
Common Stock) at a price (or having a conversion price per share) less than the
current market price of the Common Stock, the Exercise Price shall be adjusted
so that the same shall equal the price determined by multiplying the Exercise
Price in effect immediately prior to the date of such issuance by a fraction, of
which the numerator shall be the number of shares of Common Stock outstanding on
the record date mentioned below plus the number of additional shares of Common
Stock which the aggregate offering price of the total number of shares of Common
Stock so offered (or the aggregate conversion price of the convertible
securities so offered) would purchase at such current market price per share of
the Common Stock, and of which the denominator shall be the number of shares of
Common Stock outstanding on such record date plus the number of additional
shares of Common Stock offered for subscription or purchased (or into which the
convertible securities so offered are convertible). Such adjustment shall be
made successively whenever such rights or warrants are issued and shall become
effective immediately after the record date for the determination of
stockholders entitled to receive such rights or warrants; and to the extent that
shares of Common Stock or securities convertible into Common Stock are not
delivered after the expiration of such rights or warrants, the Exercise Price
shall be readjusted to the Exercise Price which would then be in effect had the
adjustments made upon the issuance of such rights or warrants been made upon the
basis of delivery of only the number of shares of Common Stock (or securities
convertible into Common Stock) actually delivered.
4.5 In case the Company shall, subsequent to November 30, 1998,
distribute to all holders of Common Stock evidences of its indebtedness or
assets (excluding cash dividends or distributions paid out of current earnings
or subscription rights or warrants (excluding those referred to in Paragraph 4.4
of this Warrant), 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, of which the numerator shall be the total number of
shares of common Stock outstanding multiplied by the current market price per
share of common Stock, 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 of which the denominator 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 stockholders entitled to receive
such distribution.
5. Limited Transfer
(a) This Warrant may not be sold, transferred, assigned or hypothecated
by the Holder and is so transferable only on the books of the Company which the
Company shall cause to be maintained for such purpose. The Company may treat the
registered holder of record as the Holder for all purposes. The Company shall
permit any holder of a Warrant or his duly
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authorized attorney, upon written request during ordinary business hours, to
inspect and copy or make extracts from its books showing the registered holders
of Warrants.
(b) In no event shall the Company be obligated to effect any transfer
of Warrants or Warrant Shares unless a registration statement is in effect with
respect thereto under applicable state and Federal securities laws or unless the
Company has received an opinion in substance reasonably satisfactory to it from
counsel that such registration is not required. Unless registered, the Warrant
Shares issued upon exercise of the Warrants shall be subject to a stop transfer
order and the certificate or certificates evidencing such Warrant Shares shall
bear the following legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO A REGISTRATION STATEMENT.
ACCORDINGLY, SUCH SHARES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO A
REGISTRATION STATEMENT UNDER SUCH ACT, OR AN EXEMPTION FROM REGISTRATION UNDER
SUCH ACT."
6. Loss, etc. of Warrant
Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction or mutilation of this Warrant, and of indemnity reasonably
satisfactory to the Company, if lost, stolen or destroyed, and upon surrender
and cancellation of this Warrant, if mutilated, and upon reimbursement of the
Company's reasonable incidental expenses, the Company shall execute and deliver
to the Holder a new Warrant of like date, tenor and denomination.
7. Warrant Holder Not Shareholder
Except as otherwise provided herein, this Warrant does not confer upon
the Holder any right to vote or to consent or to receive notice as a shareholder
of the Company, as such, in respect of any matters whatsoever, or any other
rights or liabilities as a shareholder, prior to the exercise hereof.
8. Headings
The headings of this Warrant have been inserted as a matter of
convenience and shall not affect the construction hereof.
9. Notices.
Unless otherwise provided, any notice required or permitted under this
Warrant shall be given in writing and shall be deemed effectively given upon
personal delivery to the party to be notified or seven (7) days after deposit
with a National Post Office, for dispatch by registered or certified mail,
postage prepaid and addressed to the Holder at the address set forth in the
Company's books and to the Company at the address of its principal offices set
forth above.
10. Governing Law
This Warrant shall be governed by and construed and enforced in
accordance with the laws of the State of New York applicable to contracts made
and performed within such State.
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IN WITNESS WHEREOF, the Company has caused this Common Stock Purchase
Warrant to be executed as of the date first written above.
TTR INC.
By: __________________________
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EXHIBIT A
WARRANT EXERCISE FORM
_________________, 199_
TO: TTR Inc.
RE: Exercise of Warrant
The undersigned hereby irrevocably elects to exercise the attached Warrant to
the extent of ___________________ Common Shares of TTR Inc. at the price of
$6.00 a share of Common Stock. Payment to the Company of the total purchase
price for such shares has been made simultaneously with the delivery of this
exercise of warrant.
By: ___________________
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