EXHIBIT 4.4
SUPPLEMENTAL WARRANT AGREEMENT
This SUPPLEMENTAL WARRANT AGREEMENT is dated as of December 18, 1997 by
and between ELCOTEL, INC. ("Elcotel"), TECHNOLOGY SERVICE GROUP, INC. ("TSG"),
and BROOKEHILL EQUITIES, INC. (the "Representative").
WHEREAS, TSG and the Representative entered into a Representative's
Warrant Agreement, dated as of May 10, 1996 (the "Warrant Agreement");
WHEREAS, Elcotel, TSG and Elcotel Hospitality Services, Inc. ("EHS")
entered into an Agreement and Plan of Merger, dated August 13, 1997, as amended
(the "Merger Agreement") pursuant to which EHS, a wholly-owned subsidiary of
Elcotel, has merged on the date hereof with and into TSG and TSG has become a
wholly-owned subsidiary of Elcotel (the "Merger");
WHEREAS, each share of common stock, par value $.01 per share, of TSG
("TSG Common Stock") issued and outstanding immediately prior to the
consummation of the Merger has been converted into the right to receive 1.05
shares of common stock, par value $.01 per share, of Elcotel ("Elcotel Common
Stock");
WHEREAS, pursuant to Section 1.05(b) of the Merger Agreement, at the
effective time of the Merger, each of the warrants issued under the Warrant
Agreement (the "Warrants") will be adjusted as a result of the Merger.
NOW, THEREFORE, in consideration of the foregoing, the parties hereto,
intending to be legally bound hereby, agree as follows:
1. The parties hereto agree that each Warrant outstanding
immediately prior to the effective time of the Merger shall be
adjusted as of the effective time of the Merger so as to
constitute, and shall become, a warrant to acquire, on
substantially the same terms and conditions as were applicable
to such Warrant under the Warrant Agreement, 1.05 shares of
Elcotel Common Stock for each share of TSG Common Stock for
which such Warrant could have been exercised immediately prior
to the effective time of the Merger.
2. This Agreement may be executed in any number of counterparts,
each of which shall be an original, but such counterparts
shall together constitute but one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Supplemental Warrant
Agreement as of the date first above written.
TECHNOLOGY SERVICE GROUP, INC. ELCOTEL, INC.
BY: /s/ Xxxxxxx X. Xxxxxxxxx By: /s/ Xxxxxx X. Xxxx
---------------------------- ----------------------
Name: Xxxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxx
Title: President Title: President
BROOKEHILL EQUITIES, INC.
By: ----------------------------
Name:
Title:
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