EXHIBIT 4.2
Form of Warrant
No. W- 1 Right to Purchase _____ Shares of Common Stock of View Tech, Inc.
VIEW TECH, INC.
COMMON STOCK PURCHASE WARRANT
VIEW TECH, INC., a Delaware corporation (the "Company"), hereby certifies
that, for value received Telcom Holding, LLC, or assigns, is entitled, subject
to the terms set forth below, to purchase from the Company at any time or from
time to time before 5:00 P.M., Eastern time, on December 31, 2001, ________
fully paid and nonassessable shares of Common Stock, $0.0001 par value, of the
Company, at a purchase price per share of $6.50 (such purchase price per share
as adjusted from time to time as herein provided is referred to herein as the
"Purchase Price"). The number and character of such shares of Common Stock and
the Purchase Price are subject to adjustment as provided herein.
This Warrant is one of the Common Stock Purchase Warrants (the "Warrants")
evidencing the right to purchase shares of Common Stock of the Company, issued
pursuant to a certain Common Stock and Warrant Purchase Agreement (the
"Agreement"), dated as of December 31, 1996, between the Company and Telcom
Holding, LLC, a copy of which is on file at the principal office of the Company,
and the holder of this Warrant shall be entitled to all of the benefits of the
Agreement, as provided therein.
As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:
(a) The term "Company" shall include View Tech, Inc. and any corporation
which shall succeed to or assume the obligations of the Company hereunder.
(b) The term "Common Stock" includes the Company's Common Stock, $0.0001
par value per share, as authorized on the date of the Agreement and any
other securities into which or for which any of such Common Stock may be
converted or exchanged pursuant to a plan of recapitalization,
reorganization, merger, sale of assets or otherwise.
(c) The term "Market Price" means, as of any day, if the Common Stock is
then traded on a national stock exchange or on the NASDAQ National Market
System, the lower of the average closing sale price of the Common Stock,
and if the Common Stock is not so traded, the lower of the average closing
bid price of the Common Stock, during (i) the thirty (30) consecutive
trading days or (ii) the three (3) consecutive trading days ending on the
trading day next preceding such day.
(d) The term "Other Securities" refers to any stock (other than Common
Stock) and other securities of the Company or any other person (corporate
or otherwise) which the holders of the Warrants at any time shall be
entitled to receive, or shall have received, on the exercise of the
Warrants, in lieu of or in addition to
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Common Stock, or which at any time shall be issuable or shall have been
issued in exchange for or in replacement of Common Stock or Other
Securities pursuant to Section 5 or otherwise.
(e) The term "Securities Act" means the Securities Act of 1933 or any
similar federal statute, and the rules and regulations of the Securities
and Exchange Commission (or of any other federal agency then administering
the Securities Act) thereunder, all as the same shall be in effect at the
time.
1. EXERCISE OF WARRANT.
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1.1. FULL EXERCISE. This Warrant may be exercised in full by the holder
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hereof by surrender of this Warrant, with the form of subscription at the end
hereof duly executed by such holder, to the Company at its principal office,
accompanied by payment, in cash or by certified or official bank check payable
to the order of the Company, in the amount obtained by multiplying the number of
shares of Common Stock for which this Warrant is then exercisable by the
Purchase Price then in effect.
1.2. PARTIAL EXERCISE. This Warrant may be exercised in part by surrender
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of this Warrant in the manner and at the place provided in Subsection 1.1 except
that the amount payable by the holder on such partial exercise shall be the
amount obtained by multiplying (a) the number of shares of Common Stock
designated by the holder in the subscription at the end hereof by (b) the
Purchase Price then in effect. On any such partial exercise the Company at its
expense will forthwith issue and deliver to or upon the order of the holder
hereof a new Warrant or Warrants of like tenor, in the name of the holder hereof
or as such holder (upon payment by such holder of any applicable transfer taxes)
may request, calling in the aggregate on the face or faces thereof for the
number of shares of Common Stock for which such Warrant or Warrants may still be
exercised.
1.3. PAYMENT BY DEBT SURRENDER. Notwithstanding the payment provisions of
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Subsections 1.1 and 1.2, all or part of the payment due upon exercise of this
Warrant in full or in part may be made by the surrender by such holder to the
Company of any promissory note, debenture, bond or other evidence of
indebtedness for borrowed money of the Company and such evidence of indebtedness
so surrendered shall be credited against such payment in an amount equal to the
principal amount thereof and accrued interest to the date of surrender.
1.4 NET ISSUE ELECTION. The holder hereof may elect to receive, without
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the payment by such holder of any additional consideration, shares equal to the
value of this Warrant or any portion hereof by the surrender of this Warrant or
such portion to the Company, with the form of subscription at the end hereof
duly executed by such holder, at the office of the Company. Thereupon, the
Company shall issue to such holder such number of fully paid and nonassessable
shares of Common Stock as is computed using the following formula:
X = Y (A-B)
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A
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where X = the number of shares to be issued to such holder pursuant to this
Subsection 1.4.
Y = the number of shares covered by this Warrant in respect of which the
net issue election is made pursuant to this Subsection 1.4.
A = the Market Price as of the date of the relevant net issue election
pursuant to this Subsection 1.4.
B = the Purchase Price in effect under this Warrant at the time such net
issue election is made pursuant to this Subsection 1.4.
1.5. COMPANY ACKNOWLEDGMENT. The Company will, at the time of the exercise
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of this Warrant, upon the request of the holder hereof acknowledge in writing
its continuing obligation to afford to such holder any rights to which such
holder shall continue to be entitled after such exercise in accordance with the
provisions of this Warrant. If the holder shall fail to make any such request,
such failure shall not affect the continuing obligation of the Company to afford
to such holder any such rights.
1.6. TRUSTEE FOR WARRANT HOLDERS. In the event that a bank or trust company
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shall have been appointed as trustee for the holders of the Warrants pursuant to
Subsection 4.2, such bank or trust company shall have all the powers and duties
of a warrant agent appointed pursuant to Section 12 and shall accept, in its own
name for the account of the Company or such successor person as may be entitled
thereto, all amounts otherwise payable to the Company or such successor, as the
case may be, on exercise of this Warrant pursuant to this Section 1.
2. DELIVERY OF STOCK CERTIFICATES, ETC., ON EXERCISE. As soon as
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practicable after the exercise of this Warrant in full or in part, and in any
event within ten (10) days thereafter, the Company at its expense (including the
payment by it of any applicable issue taxes) will cause to be issued in the name
of and delivered to the holder hereof, or as such holder (upon payment by such
holder of any applicable transfer taxes) may direct, a certificate or
certificates for the number of fully paid and nonassessable shares of Common
Stock (or Other Securities) to which such holder shall be entitled on such
exercise, plus, in lieu of any fractional share to which such holder would
otherwise be entitled, cash equal to such fraction multiplied by the then
current market value of one full share, together with any other stock or other
securities and property (including cash, where applicable) to which such holder
is entitled upon such exercise pursuant to Section 1 or otherwise.
3. ADJUSTMENT FOR DIVIDENDS IN OTHER STOCK, PROPERTY, ETC.;
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RECLASSIFICATION. ETC. In case at any time or from time to time, prior to any
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exercise hereof as provided in Section 1, the holders of Common Stock (or Other
Securities) shall have received, or (on or after the record date fixed for the
determination of shareholders eligible to receive) shall have become entitled to
receive, without payment therefor,
(a) other or additional stock or other securities or property (other than
cash) by way of dividend, or
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(b) any cash (excluding cash dividends payable solely out of earnings or
earned surplus of the Company), or
(c) other or additional stock or other securities or property (including
cash) by way of spin-off, split-up, reclassification, recapitalization,
combination of shares or similar corporate rearrangement,
other than additional shares of Common Stock (or Other Securities) issued as a
stock dividend or in a stock-split (adjustments in respect of which are provided
for in Subsection 4.4), then and in each such case the holder of this Warrant,
on the exercise hereof as provided in Section 1, shall be entitled to receive
the amount of stock and other securities and property (including cash in the
cases referred to in subdivisions (b) and (c) of this Section 3) which such
holder would hold on the date of such exercise if on the date hereof he had been
the holder of record of the number of shares of Common Stock covered by such
exercise and had thereafter, during the period from the date hereof to and
including the date of such exercise, retained such shares and all such other or
additional stock and other securities and property (including cash in the cases
referred to in subdivisions (b) and (c) of this Section 3) receivable by him as
aforesaid during such period, giving effect to all adjustments called for during
such period by Sections 4 and 5.
4. ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC.
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4.1. REORGANIZATION, CONSOLIDATION, MERGER, ETC. In case at any time or
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from time to time, the Company shall (a) effect a reorganization, (b)
consolidate with or merge into any other person, or (c) transfer all or
substantially all of its properties or assets to any other person under any plan
or arrangement contemplating the dissolution of the Company, then, in each such
case, the holder of this Warrant, on the exercise hereof as provided in Section
1 at any time after the consummation of such reorganization, consolidation or
merger or the effective date of such dissolution, as the case may be, shall
receive, in lieu of the Common Stock (or Other Securities) issuable on such
exercise prior to such consummation or such effective date, the stock and other
securities and property (including cash) to which such holder would have been
entitled upon such consummation or in connection with such dissolution, as the
case may be, if such holder had so exercised this Warrant, immediately prior
thereto, all subject to further adjustment thereafter as provided in Sections 3
and 5.
4.2. DISSOLUTION. In the event of any dissolution of the Company following
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the transfer of all or substantially all of its properties or assets, the
Company, prior to such dissolution, shall at its expense deliver or cause to be
delivered the stock and other securities and property (including cash, where
applicable) receivable by the holders of the Warrants after the effective date
of such dissolution pursuant to this Section 4 to a bank or trust company having
its principal office in Boston, Massachusetts, as trustee for the holder or
holders of the Warrants.
4.3. CONTINUATION OF TERMS. Upon any reorganization, consolidation, merger
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or transfer (and any dissolution following any transfer) referred to in this
Section 4, this Warrant shall continue in full force and effect and the terms
hereof shall be applicable to the shares of
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stock and other securities and property receivable on the exercise of this
Warrant after the consummation of such reorganization, consolidation or merger
or the effective date of dissolution following any such transfer, as the case
may be, and shall be binding upon the issuer of any such stock or other
securities, including, in the case of any such transfer, the person acquiring
all or substantially all of the properties or assets of the Company, whether or
not such person shall have expressly assumed the terms of this Warrant as
provided in Section 6.
4.4. EXTRAORDINARY EVENTS. In the event that the Company shall (i) issue
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additional shares of Common Stock as a dividend or other distribution on
outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock,
or (iii) combine its outstanding shares of the Common Stock into a smaller
number of shares of the Common Stock, then, in each such event, the Purchase
Price shall, simultaneously with the happening of such event, be adjusted by
multiplying the then Purchase Price by a fraction, the numerator of which shall
be the number of shares of Common Stock outstanding immediately prior to such
event and the denominator of which shall be the number of shares of Common Stock
outstanding immediately after such event, and the product so obtained shall
thereafter be the Purchase Price then in effect. The Purchase Price, as so
adjusted, shall be readjusted in the same manner upon the happening of any
successive event or events described herein in this Subsection 4.4. The holder
of this Warrant shall thereafter, on the exercise hereof as provided in Section
1, be entitled to receive that number of shares of Common Stock determined by
multiplying the number of shares of Common Stock which would otherwise (but for
the provisions of this Subsection 4.4) be issuable on such exercise by a
fraction of which (i) the numerator is the Purchase Price which would otherwise
(but for the provisions of this Subsection 4.4) be in effect, and (ii) the
denominator is the Purchase Price in effect on the date of such exercise.
5. ADJUSTMENT FOR ISSUE OR SALE OF COMMON STOCK AT LESS THAN THE MARKET
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PRICE IN EFFECT.
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5.1. GENERAL. If the Company shall at any time or from time to time, issue
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any additional shares of Common Stock (other than shares of Common Stock
excepted from the provisions of this Section 5 by Subsection 5.4), in a
transaction exempt from registration under the Securities Act, without
consideration or for a net consideration per share less than the Market Price in
effect immediately prior to such issuance, then, and in each such case: (a) the
Purchase Price shall be lowered to an amount determined by multiplying such
Purchase Price then in effect by a fraction:
(1) the numerator of which shall be (a) the number of shares of Common
Stock outstanding immediately prior to the issuance of such additional
shares of Common Stock, plus (b) the number of shares of Common Stock which
the net aggregate consideration, if any, received by the Company for the
total number of such additional shares of Common Stock so issued would
purchase at the Purchase Price in effect immediately prior to such
issuance, and
(2) the denominator of which shall be (a) the number of shares of Common
stock outstanding immediately prior to the issuance of such additional
shares
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of Common Stock plus (b) the number of such additional shares of Common
Stock so issued;
and (b) the holder of this Warrant shall thereafter, on the exercise hereof as
provided in Section 1, be entitled to receive the number of shares of Common
Stock determined by multiplying the number of shares of Common Stock which would
otherwise (but for the provisions of this Subsection 5.1) be issuable on such
exercise by the fraction of which (i) the numerator is the Purchase Price which
would otherwise (but for the provisions of this Subsection 5.1) be in effect,
and (ii) the denominator is the Purchase Price in effect on the date of such
exercise.
5.2. DEEMED ISSUANCE OF COMMON STOCK. The issuance of any warrants,
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options or other subscription or purchase rights with respect to shares of
Common Stock and the issuance of any securities convertible into or exchangeable
for shares of Common Stock (or the issuance of any warrants, options or any
rights with respect to such convertible or exchangeable securities), in a
transaction exempt from registration under the Securities Act, shall be deemed
an issuance at such time of such Common Stock if the Net Consideration Per Share
which may be received by the Company for such Common Stock (as hereinafter
determined) shall be less than the Purchase Price at the time of such issuance
and, except as hereinafter provided, an adjustment in the Purchase Price and the
number of shares of Common Stock issuable upon exercise of this Warrant shall be
made upon each such issuance in the manner provided in Subsection 5.1. Any
obligation, agreement or undertaking to issue warrants, options, or other
subscription or purchase rights at any time in the future shall be deemed to be
an issuance at the time such obligation, agreement or undertaking is made or
arises. No adjustment of the Purchase Price and the number of shares of Common
Stock issuable upon exercise of this Warrant shall be made under Subsection 5.1
upon the issuance of any shares of Common Stock which are issued pursuant to the
exercise of any warrants, options or other subscription or purchase rights or
pursuant to the exercise of any conversion or exchange rights in any convertible
securities if any adjustment shall previously have been made upon the issuance
of any such warrants, options or other rights or upon the issuance of any
convertible securities (or upon the issuance of any warrants, options or any
rights therefor) as above provided. Any adjustment of the Purchase Price and
the number of shares of Common Stock issuable upon exercise of this Warrant with
respect to this Subsection 5.2 which relates to warrants, options or other
subscription or purchase rights with respect to shares of Common Stock shall be
disregarded if, as, and when, and to the extent that, any such warrants, options
or other subscription or purchase rights expire or are canceled without being
exercised, so that the Purchase Price effective immediately upon such
cancellation or expiration shall be equal to the Purchase Price in effect at the
time of the issuance of the expired or canceled warrants, options or other
subscriptions or purchase rights, with such additional adjustments as would have
been made to that Purchase Price had the expired or canceled warrants, options
or other subscriptions or purchase rights not been issued. For purposes of this
Subsection 5.2, the "Net Consideration Per Share" which may be received by the
Company shall be determined as follows:
(A) The "Net Consideration Per Share" shall mean the amount equal to the
total amount of consideration, if any, received by the Company for the
issuance of such warrants, options, subscriptions, or other purchase rights
or convertible or
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exchangeable securities, plus the minimum amount of consideration, if any,
payable to the Company upon exercise or conversion thereof, divided by the
aggregate number of shares of Common Stock that would be issued if all such
warrants, options, subscriptions, or other purchase rights or convertible
or exchangeable securities were exercised, exchanged or converted.
(B) The "Net Consideration Per Share" which may be received by the
Company shall be determined in each instance as of the date of issuance of
warrants, options, subscriptions or other purchase rights, or convertible
or exchangeable securities without giving effect to any possible future
price adjustments or rate adjustments which may be applicable with respect
to such warrants, options, subscriptions or other purchase rights or
convertible securities.
For purposes of this Section 5, if a part or all of the consideration
received by the Company in connection with the issuance of shares of the Common
Stock or the issuance of any of the securities described in this Section 5,
consists of property other than cash, such consideration shall be deemed to have
the same value as shall be determined in good faith by the Board of Directors of
the Company.
This Subsection 5.2 shall not apply under any of the circumstances
described in Subsection 4.4.
5.3. DILUTION IN CASE OF OTHER SECURITIES. In case any Other Securities
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(other than described in Subsection 5.1) shall be issued or sold, or shall
become subject to issue upon the conversion or exchange of any stock (or Other
Securities) of the Company (or any other issuer of Other Securities or any other
person referred to in Section 4) or to subscription, purchase or other
acquisition pursuant to any rights or options granted by the Company (or such
other issuer or person), for a consideration per share such as to dilute the
purchase rights evidenced by this Warrant, the computations, adjustments and
readjustments provided for this Section 5 with respect to the Purchase Price and
the number of shares of Common Stock issuable upon exercise of this Warrant
shall be made as nearly as possible in the manner so provided and applied to
determine the amount of Other Securities from time to time receivable on the
exercise of the Warrants, so as to protect the holders of the Warrants against
the effect of such dilution.
5.4. EMPLOYEE STOCK OPTION PLANS (THE "PLANS"). The provisions of this
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Section 5 shall not apply to the exercise of options granted to directors,
officers and employees for any such Plan now existing or adopted after the date
hereof, provided that such Plans do not provide for the purchase in the
aggregate of more than 1,771,000 shares of Common Stock.
5.5. EXPIRATION. Notwithstanding anything to the contrary contained in
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this Warrant, the provisions of this Section 5 shall expire six (6) months after
the initial Closing (as defined in the Agreement).
6. NO DILUTION OR IMPAIRMENT. The Company will not, by amendment of its
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Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to
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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 holders of this Warrant against dilution or other
impairment. Without limiting the generality of the foregoing, the Company (a)
will not increase the par value of any shares of stock receivable on the
exercise of this Warrant above the amount payable therefor on such exercise, (b)
will take all such action as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and nonassessable shares of
stock on the exercise of all Warrants from time to time outstanding, (c) will
not issue any capital stock of any class which is preferred as to dividends or
as to the distribution of assets upon voluntary or involuntary dissolution,
liquidation or winding up, unless the rights of the holders thereof shall be
limited to a fixed sum or percentage of par value in respect of participation in
dividends and in any such distribution of assets, and (d) will not transfer all
or substantially all of its properties and assets to any other person (corporate
or otherwise), or consolidate with or merge into any other person or permit any
such person to consolidate with or merge into the Company (if the Company is not
the surviving person), unless such other person shall expressly assume in
writing and will be bound by all the terms of the Warrants.
7. ACCOUNTANTS' CERTIFICATE AS TO ADJUSTMENTS. In each case of any
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adjustment or readjustment in the shares of Common Stock (or Other Securities)
issuable on the exercise of the Warrants, the Company at its expense will
promptly compute such adjustment or readjustment in accordance with the terms of
the Warrants and, on the written request at any time of any holder of a Warrant,
prepare a certificate setting forth such adjustment or readjustment and showing
in detail the facts upon which such adjustment or readjustment is based,
including a statement of (a) the consideration received or receivable by the
Company for any additional shares of Common Stock (or Other Securities) issued
or sold or deemed to have been issued or sold, (b) the number of shares of
Common Stock (or Other Securities) outstanding or deemed to be outstanding, and
(c) the Purchase Price and the number of shares of Common Stock to be received
upon exercise of this Warrant, in effect immediately prior to such issue or sale
and as adjusted and readjusted as provided in this Warrant. The Company will
forthwith mail a copy of each such certificate to each holder of a Warrant, and
will, on the written request at any time of any holder of a Warrant, furnish to
such holder a like certificate setting forth the Purchase Price at the time in
effect and showing how it was calculated. In case of any dispute concerning
computation of any adjustment or readjustment, the Company at its expense will
promptly cause independent certified public accountants of recognized standing
selected by the Company to compute such adjustment or readjustment in accordance
with the terms of the Warrants. The determination of such accountants shall be
final and binding for all purposes.
8. NOTICES OF RECORD DATE, ETC. In the event of
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(a) any taking by the Company of a record of the holders of any class
or securities for the purpose of determining the holders thereof who are
entitled to receive any dividend or other distribution, or any right to
subscribe for, purchase or otherwise acquire any shares of stock of any
class or any other securities or property, or to receive any other right,
or
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(b) any capital reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company or any transfer of all
or substantially all the assets of the Company to or consolidation or
merger of the Company with or into any other person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-
up of the Company, or
(d) any proposed issue or grant by the Company of any shares of stock
of any class or any other securities, or any right or option to subscribe
for, purchase or otherwise acquire any shares of stock of any class or any
other securities (other than the issue of Common Stock on the exercise of
the Warrants),
THEN and in each such event the Company will mail or cause to be mailed to each
holder of a Warrant a notice specifying (i) the date on which any such record is
to be taken for the purpose of such dividend, distribution or right, and stating
the amount and character of such dividend, distribution or right, (ii) the date
on which any such reorganization, reclassification, recapitalization, transfer,
consolidation, merger, dissolution, liquidation or winding-up is to take place,
and the time, if any is to be fixed, as of which the holders of record of Common
Stock (or Other Securities) shall be entitled to exchange their shares of Common
Stock (or Other Securities) for securities or other property deliverable on such
reorganization, reclassification, recapitalization, transfer, consolidation,
merger, dissolution, liquidation or winding-up, and (iii) the amount and
character of any stock or other securities, or rights or options with respect
thereto, proposed to be issued or granted, the date of such proposed issue or
grant and the persons or class of persons to whom such proposed issue or grant
is to be offered or made. Such notice shall be mailed at least twenty (20) days
prior to the date specified in such notice on which any such action is to be
taken.
9. RESERVATION OF STOCK, ETC., ISSUABLE ON EXERCISE OF WARRANTS. The
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Company will at all times reserve and keep available, solely for issuance and
delivery on the exercise of the Warrants, all shares of Common Stock (or Other
Securities) from time to time issuable on the exercise of the Warrants.
10. EXCHANGE OF WARRANTS. On surrender for exchange of any Warrant,
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properly endorsed, to the Company, the Company at its expense will issue and
deliver to or on the order of the holder thereof a new Warrant or Warrants of
like tenor, in the name of such holder or as such holder (on payment by such
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.
11. REPLACEMENT OF WARRANTS. On receipt of evidence reasonably
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satisfactory to the Company of the loss, theft, destruction or mutilation of any
Warrant and, in the case of any such loss, theft or destruction of any Warrant,
on delivery of an indemnity agreement or security reasonably satisfactory in
form and amount to the Company or, in the case of any such mutilation, on
surrender and cancellation of such Warrant, the Company at its expense will
execute and deliver, in lieu thereof, a new Warrant of like tenor.
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12. WARRANT AGENT. The Company may, by written notice to each holder of a
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Warrant, appoint an agent having an office in either Los Angeles, California,
Boston, Massachusetts or New York, New York for the purpose of issuing Common
Stock (or Other Securities) on the exercise of the Warrants pursuant to Section
1, exchanging Warrants pursuant to Section 10, and replacing Warrants pursuant
to Section 1.1, or any of the foregoing, and thereafter any such issuance,
exchange or replacement, as the case may be, shall be made at such office by
such agent.
13. REMEDIES. The Company stipulates that the remedies at law of the
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holder of this Warrant in the event of any default or threatened default by the
Company in the performance of or compliance with any of the terms of this
Warrant are not and will not be adequate, and that such terms may be
specifically enforced by a decree for the specific performance of any agreement
contained herein or by an injunction against a violation of any of the terms
hereof or otherwise.
14. NEGOTIABILITY, ETC. This Warrant is issued upon the following terms,
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to all of which each holder or owner hereof by the taking hereof consents and
agrees:
(a) title to this Warrant may be transferred by endorsement (by the
holder hereof executing the form of assignment at the end hereof) and
delivery in the same manner as in the case of a negotiable instrument
transferable by endorsement and delivery;
(b) any person in possession of this Warrant properly endorsed is
authorized to represent himself as absolute owner hereof and is empowered
to transfer absolute title hereto by endorsement and delivery hereof to a
bona fide purchaser hereof for value; each prior taker or owner waives and
renounces all of his equities or rights in this Warrant in favor of each
such bona fide purchaser, and each such bona fide purchaser shall acquire
absolute title hereto and to all rights represented hereby;
(c) until this Warrant is transferred on the books of the Company, the
Company may treat the registered holder hereof as the absolute owner hereof
for all purposes, notwithstanding any notice to the contrary; and
(d) the Common Stock or other securities issued or issuable upon
exercise of this Warrant shall not be transferable except in compliance
with federal and applicable state securities laws.
15. NOTICES, ETC. All notices and other communications from the Company
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to the holder of this Warrant shall be mailed by first class registered or
certified mail, postage prepaid, at such address as may have been furnished to
the Company in writing by such holder or, until any such holder furnishes to the
Company an address, then to, and at the address of, the last holder of this
Warrant who has so furnished an address to the Company.
16. MISCELLANEOUS. This Warrant and any term hereof may be changed,
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waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. This Warrant shall
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be construed and enforced in accordance with and governed by the laws of the
State of Delaware. The headings in this Warrant are for purposes of reference
only, and shall not limit or otherwise affect any of the terms hereof. This
Warrant is being executed as an instrument under seal. The invalidity or
unenforceability of any provision hereof shall in no way affect the validity or
enforceability of any other provision.
17. REDEMPTION. Notwithstanding anything to the contrary contained
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herein, on or after the first (1st) anniversary of the initial Closing (as
defined in the Agreement), the Company may at its option redeem this Warrant (i)
if the average closing bid price of the Common Stock was at least $10.00 during
a period of sixty (60) consecutive trading days ending within ten (10) days
prior to the date of the Company's written notice of redemption or (ii) if the
Company effects a best efforts or firm commitment underwritten public offering
pursuant to an effective registration statement under the Securities Act
covering the offer and sale by the Company of its Common Stock (or units
including Common Stock) with aggregate gross proceeds to the Company of not less
than $7,500,000 (calculated after deducting underwriter's discounts and
commissions but before expenses) (a "Qualified Public Offering"). The Company
shall give written notice of any such election to the holder of this Warrant,
which notice shall set forth the proposed redemption date, which shall be a date
not less than thirty (30) nor more than sixty (60) days after such notice; the
aggregate number of and the number of each affected holder's Warrants to be
redeemed; and the redemption price per Registrable Share, which shall be $0.50
per Registrable Share (subject to adjustment upward, but not downward, in
accordance with Sections 3, 4 and 5 hereof, mutatis mutandis). On the
------- --------
redemption date, the holders shall surrender their Warrants for cancellation.
From and after the date on which the redemption price therefor is paid in full,
all Warrants shall no longer be outstanding. Notwithstanding the foregoing,
nothing herein shall be deemed to prevent the exercise of this Warrant after any
such redemption notice is given and before the redemption date specified
therein. Notwithstanding anything to the contrary contained in this Warrant, in
the event of any redemption notice with respect to a Qualified Public Offering,
(i) this Warrant shall automatically be deemed to be exercised in full pursuant
to the provisions of Subsection 1.4 hereof, without any further action on behalf
of the holder hereof, immediately prior to the effectiveness of the registration
statement with respect thereto and (ii) in connection with such exercise the
Purchase Price then in effect shall be reduced by an amount equal to (a) $10.00
less (b) the price per share (or unit) at which the Company's Common Stock (or
units) is offered to the public in such Qualified Public Offering.
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18. EXPIRATION; AUTOMATIC EXERCISE. The right to exercise this Warrant
------------------------------
shall expire at 5:00 P.M., Eastern time, on December 31, 2001. Notwithstanding
the foregoing, this Warrant shall automatically be deemed to be exercised in
full pursuant to the provisions of Subsection 1.4 hereof, without any further
action on behalf of the holder hereof, immediately prior to the time this
Warrant would otherwise expire pursuant to the preceding sentence.
DATED: ___________, 1997 VIEW TECH, INC.
BY: _________________
NAME:
TITLE:
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FORM OF SUBSCRIPTION
(To be signed only on exercise of Warrant)
TO VIEW TECH, INC.
The undersigned, the holder of the within Warrant, hereby irrevocably elects to
exercise this Warrant for, and to purchase thereunder shares of Common Stock of
VIEW TECH, INC. and herewith makes payment of $_______ therefor, and requests
that the certificates for such shares be issued in the name of, and delivered
to, __________________________ whose address is:
__________________________________________________. If said number of shares is
less than all te shares covered by the within Warrant, a new Warrant shall be
registered in the name of the undersigned and delivered to the address stated
below.
Dated: _________, ____
____________________________________________
(Signature must conform to name of holder as
specified on the face of the Warrant or the attached
Assignment)
Witness:
_______________________________________
(Address)
______________________
__________________________________________
FORM OF ASSIGNMENT
(To be signed only on transfer of Warrant)
For value received, the undersigned hereby sells, assigns, and transfers unto
the assignee named below the right represented by the within Warrant to purchase
the number of shares of Common Stock (or Other Securities) to which the within
Warrant relates, and appoints _______________________ Attorney to transfer such
right on the books of VIEW TECH, INC.. with full power of substitution in the
premises:
Name of Assignee Address No. of Shares
---------------- ------- -------------
Dated: __________, ____
____________________________________________
(Signature must conform to name of holder as
specified on the face of the Warrant)
Witness:
______________________________________
(Address)
_____________________
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