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THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON
ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON
TRANSFER SET FORTH IN SECTION 3 OF THIS WARRANT
Warrant No. D - 1 No. of Shares 120,000
(subject to adjustment)
Date of Issuance: OCTOBER 1, 1999
SHARED TECHNOLOGIES CELLULAR, INC.
COMMON STOCK PURCHASE WARRANT
(Void after 5:00 p.m. Eastern time on OCTOBER 1, 2004
SHARED TECHNOLOGIES CELLULAR, INC. (the "Company"), for value received,
hereby certifies that INTERNATIONAL CAPITAL PARTNERS, LLC, or its registered
assigns (the "Registered Holder"), are entitled, subject to the terms set forth
below, to purchase from the Company, at any time or from time to time on or
after OCTOBER 1, 1999 and on or before OCTOBER 1, 2004 (the "Exercise Period")
at not later than 5:00 p.m. (Eastern time), 120,000 SHARES of Common Stock,
$0.01 par value per share, of the Company ("Common Stock") (subject to
appropriate adjustment in the event of any stock dividend, stock split, reverse
stock split, combination or other similar recapitalization affecting such Common
Stock), at a purchase price per share of $11.094 (the "Purchase Price"). The
number of shares purchasable upon exercise of this Warrant, and the purchase
price per share, each as adjusted from time to time pursuant to the provisions
of this Warrant, are hereinafter referred to as the "Warrant Stock" and the
"Purchase Price," respectively.
1. Exercise.
(1) Cash Exercise. The purchase right represented by this Warrant may be
exercised by the holder hereof, in whole or in part, by the surrender of this
Warrant (with the purchase form attached hereto as Exhibit 1 duly executed) at
the principal office of the Company and by the payment to the Company, by check
or wire transfer, of an amount equal to the then applicable Purchase Price
multiplied by the number of shares then being purchased. The Company agrees that
the shares so purchased shall be deemed to be issued to the holder hereof as the
record owner of such shares as of the close of business on the date on which
this Warrant shall have been surrendered and payment made for such shares as
aforesaid. In the event of any exercise of this Warrant, the Company shall
promptly instruct the transfer agent of its Common Stock to issue to the holder
hereof certificate(s) for the shares of stock so purchased shall
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and, unless this Warrant has been fully exercised or expired, the Company shall
issue to the holder hereof as soon as practicable, but in any event within
thirty (30) days of the exercise date, a new Warrant representing the portion of
the shares, if any, with respect to which this Warrant shall not then have been
exercised.
(2) Net Exercise. In lieu of exercising this Warrant pursuant to Section
1(1) above, the Holder may elect to receive shares of Common Stock equal to the
value of this Warrant (or of any portion thereof remaining unexercised) by
surrender of this Warrant at the principal office of the Company together with a
notice of such election, in which event the Company shall issue to the
Registered Holder a number of shares of Common Stock computed using the
following formula:
X = Y(A-B)
------
A
where: X = the number of shares of Common Stock to be issued to the
Registered Holder
Y = the number of shares of Common Stock purchasable under
this Warrant (at the date of such calculation)
A = the fair market value of one share of Common Stock;
B = the Purchase Price (as adjusted to the date of such
calculation)
As used herein, the fair market value of a share of Common Stock shall
mean the average of the closing prices of the Common Stock quoted by Nasdaq, or
if not listed by Nasdaq, on the over the counter market or such other exchange
where such shares are listed, as applicable, for the ten (10) trading days prior
to the date of such election, exclusive of the two (2) trading days immediately
preceding such date of election. If the Common Stock is not listed on Nasdaq or
traded over the counter or on an exchange, the per share fair market value of
the Common Stock shall be as determined by an independent appraiser appointed in
good faith by the Company's Board of Directors. The cost of such appraisal shall
be borne by the Company.
2. Anti-Dilution Provisions.
(1) Adjustment for Recapitalization. If outstanding shares of the
Company's Common Stock shall be subdivided into a greater number of shares or a
dividend in Common Stock shall be paid in respect of Common Stock, the Purchase
Price in effect immediately prior to such subdivision or at the record date of
such dividend shall simultaneously with the effectiveness of such subdivision or
immediately after the record date of such dividend be proportionately reduced.
If outstanding shares of Common Stock shall be combined into a smaller number of
shares, the Purchase Price in effect immediately prior to such combination
shall, simultaneously with the effectiveness of such combination, be
proportionately increased. When any adjustment is required to be made in the
Purchase Price, the number of shares of Warrant Stock purchasable upon the
exercise of this Warrant shall be changed to the number determined by dividing
(i) an amount equal to the number of shares issuable upon the exercise of this
Warrant
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immediately prior to such adjustment, multiplied by the Purchase Price in effect
immediately prior to such adjustment, by (ii) the Purchase Price in effect
immediately after such adjustment.
(2) Adjustment for Reorganization, Consolidation, Merger, Etc. If there
shall occur any capital reorganization or reclassification of the Company's
Common Stock (other than a change in par value or a subdivision or combination
as provided for in subsection 2(a) above), or any consolidation or merger of the
Company with or into another corporation, or a transfer of all or substantially
all of the assets of the Company, then, as part of any such reorganization,
reclassification, consolidation, merger or sale, as the case may be, lawful
provision shall be made so that the Registered Holder of this Warrant shall have
the right thereafter to receive upon the exercise hereof the kind and amount of
shares of stock or other securities or cash or property which such Registered
Holder would have been entitled to receive if, immediately prior to any such
reorganization, reclassification, consolidation, merger or sale, as the case may
be, such Registered Holder had held the number of shares of Common Stock which
were then purchasable upon the exercise of this Warrant. In any such case,
appropriate adjustment (as reasonably determined by the Board of Directors of
the Company) shall be made in the application of the provisions set forth herein
with respect to the rights and interests thereafter of the Registered Holder of
this Warrant such that the provisions set forth in this Section 2 (including
provisions with respect to adjustment of the Purchase Price) shall thereafter be
applicable, as nearly as is reasonably practicable, in relation to any shares of
stock or other securities or cash or property thereafter deliverable upon the
exercise of this Warrant. If any such capital reorganization, reclassification,
consolidation, merger or sale results in a cash distribution in excess of the
Purchase Price provided by this Warrant, the Registered Holder may, at the
Registered Holder's option, exercise this Warrant without making payment of the
Purchase Price, and in such case the Company shall, upon distribution to the
Registered Holder, consider the Purchase Price to have been paid in full, and in
making settlement to the Registered Holder, shall deduct an amount equal to the
Purchase Price from the amount payable to the Registered Holder.
(3) Liquidation, Dissolution, Etc. If the Company shall, other than as
provided in Section 2(b) above, dissolve, liquidate or wind up its affairs, the
Registered Holder shall thereafter have the right to receive upon proper
exercise of this Warrant, in lieu of the shares of Common Stock that the
Registered Holder otherwise would have been entitled to receive, the same kind
and amount of securities or assets as would have been issued, distributed or
paid to the Registered Holder upon any such dissolution, liquidation or winding
up with respect to such shares of Common Stock of the Company had the Registered
Holder been the Registered Holder of record of such shares of Stock receivable
upon exercise of this Warrant on the date for determining those entitled to
receive any such distribution, provided that the Registered Holder shall have
exercised this Warrant within thirty (30) days of notice from the Company of
such dissolution, liquidation or winding up.
3. Limitation on Sales, etc. Each holder of this Warrant acknowledges that
this Warrant and the Warrant Stock have not been registered under the Securities
Act of
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1933, as amended (the "Act"), and agrees not to sell, pledge, distribute, offer
for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock
issued upon its exercise in the absence of (a) an effective registration
statement under the Act as to this Warrant or such Warrant Stock and
registration or qualification of this Warrant or such Warrant Stock under any
applicable Blue Sky or state securities law then in effect, or (b) an opinion of
counsel, satisfactory to the Company, that such registration and qualification
are not required. Each certificate or other instrument for Warrant Stock issued
upon the exercise of this Warrant shall bear a legend substantially to the
foregoing effect.
Notwithstanding the foregoing, the Registered Holder may require the
Company to issue a certificate representing the Warrant Stock without a legend
in substitution for a legended certificate representing the Warrant Stock if
either (i) such Warrant Stock has been registered for resale under the Act or
(ii) the Registered Holder has received an opinion of counsel reasonably
satisfactory to the Company that such registration is not required with respect
to such Warrant Stock.
4. No Impairment. The Company will not, by amendment of its charter or
through reorganization, consolidation, merger, dissolution, sale of assets 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 holder of
this Warrant against impairment.
5. Reservation of Stock. The Company will at all times reserve and keep
available, solely for issuance and delivery upon the exercise of this Warrant,
such shares of Warrant Stock and other stock, securities and property, as from
time to time shall be issuable upon the exercise of this Warrant. All such
shares shall be duly authorized and, when issued upon such exercise, shall be
validly issued, fully paid and nonassessable, free and clear of all liens,
security interests, charges and other encumbrances or restrictions on sale and
free and clear of all preemptive rights.
6. Exchange of Warrants. Upon the surrender by the Registered Holder of any
Warrant or Warrants, properly endorsed, to the Company at the principal office
of the Company, the Company will, subject to the provisions of Section 3 hereof,
issue and deliver to or upon the order of such Holder, at the Company's expense,
a new Warrant or Warrants of like tenor, in the name of such Registered Holder
or as such Registered Holder (upon payment by such Registered Holder of any
applicable transfer taxes) may direct, calling in the aggregate on the face or
faces thereof for the number of shares of Common Stock called for on the face or
faces of the Warrant or Warrants so surrendered.
7. Replacement of Warrants. Upon receipt 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) upon delivery of an indemnity
agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company,
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or (in the case of mutilation) upon surrender and cancellation of this Warrant,
the Company will issue, in lieu thereof, a new Warrant of like tenor.
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8. Transfers, etc.
(1) The Company will maintain a register containing the names and
addresses of the Registered Holders of this Warrant. Any Registered Holder may
change its or his address as shown on the warrant register by written notice to
the Company requesting such change.
(2) Subject to the provisions of Section 3 hereof, this Warrant and all
rights hereunder are transferable, in whole or in part, upon surrender of this
Warrant with a properly executed assignment (in the form of Exhibit 2 hereto) at
the principal office of the Company.
(3) Until any transfer of this Warrant is made in the warrant register,
the Company may treat the Registered Holder of this Warrant as the absolute
owner hereof for all purposes; provided, however, that if and when this Warrant
is properly assigned in blank, the Company may (but shall not be obligated to)
treat the bearer hereof as the absolute owner hereof for all purposes,
notwithstanding any notice to the contrary.
9. Mailing of Notices, etc. All notices and other communications from the
Company to the Registered Holder of this Warrant shall be mailed by first-class
certified or registered mail, postage or charges prepaid, to the address
furnished to the Company in writing by the last Registered Holder of this
Warrant who shall have furnished an address to the Company in writing. All
notices and other communications from the Registered Holder of this Warrant or
in connection herewith to the Company shall be mailed by first-class certified
or registered mail or by reputable overnight courier, postage or charges
prepaid, to the Company at its principal office set forth below. If the Company
should at any time change the location of its principal office to a place other
than as set forth below, it shall give prompt written notice to the Registered
Holder of this Warrant and thereafter all references in this Warrant to the
location of its principal office at the particular time shall be as so specified
in such notice.
10. No Rights as Stockholder. Until the exercise of this Warrant, the
Registered Holder of this Warrant shall not have or exercise any rights by
virtue hereof as a stockholder of the Company.
11. Change or Waiver. Any term of this Warrant may be changed or waived only
by an instrument in writing signed by the party against which enforcement of the
change or waiver is sought.
12. Headings. The headings in this Warrant are for purposes of reference only
and shall not limit or otherwise affect the meaning of any provision of this
Warrant.
13. Governing Law. This Warrant will be governed by and construed in
accordance with the laws of the State of Delaware without regard to
conflict-of-laws
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principles that would require the application of the laws of
another jurisdiction.
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed and issued by its duly authorized officers as of the date hereof.
[Corporate Seal] SHARED TECHNOLOGIES CELLULAR, INC.
By: /s/ Xxxxxxx XxXxxxxxxx
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Xxxxxxx XxXxxxxxxx
Xx. Vice President and CFO
000 Xxxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxxxx, XX 00000
ATTEST:
/s/ Xxxxxxx X. Xxxxxx
-------------------------
Xxxxxxx X. Xxxxxx
Secretary
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EXHIBIT 1
PURCHASE FORM
To: Dated:
The undersigned, pursuant to the provisions set forth in the attached
Warrant (No. ___), hereby irrevocably elects to exercise the Warrant and to
purchase _____ shares of the Common Stock covered by such Warrant and herewith
makes payment of $________, representing the full purchase price for such shares
at the price per share provided for in such Warrant.
Signature____________________________
Address:_____________________________
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EXHIBIT 2
ASSIGNMENT FORM
FOR VALUE RECEIVED, _____________________________________ hereby sells,
assigns and transfers all of the rights of the undersigned under the attached
Warrant (No. _____) with respect to the number of shares of Common Stock covered
thereby set forth below, unto:
Name of Assignee Address No. of Shares
---------------- ------- -------------
The undersigned hereby irrevocably constitutes and appoints __________________,
attorney in fact, to transfer same on the books of the Company with full power
of substitution.
Dated: _____________ Signature ____________________________
____________________________
Witness ____________________________
