EXHIBIT 4.4
AMENDMENT dated as of February 25, 1997 between ELECTRONICS COMMUNICATIONS
CORP., a Delaware corporation (the "Company"), and AMERICAN STOCK TRANSFER &
TRUST COMPANY, a New York corporation, as Warrant Agent (the "Warrant Agent").
WHEREAS, on May 12, 1995, the Company and Warrant Agent entered into a
certain Warrant Agreement (the "Warrant Agreement"); and
WHEREAS, on November 20, 1995 the board of directors adopted a resolution
to issue an additional 690,000 A Warrants to replace 690,000 outstanding B
Warrants having the same term as the A Warrants initially issued by the Company
pursuant to the Warrant Agreement; and
WHEREAS, on February 29, 1996 the board of directors adopted a resolution
to issue 800,000 additional A Warrants; and
WHEREAS, on March 21, 1996 the board of directors adopted a resolution to
issue 1,400,000 additional A Warrants; and
WHEREAS, on September 20, 1996 the board of directors adopted a resolution
to issue 400,000 additional A Warrants; and
WHEREAS, on October 21, 1996 the board of directors adopted a resolution to
issue 160,000 additional A Warrants; and
WHEREAS, on December 24, 1996 the board of directors adopted a resolution
to reduce the "Purchase Price" (as defined in the Warrant Agreement) from $5.00
to $2.25.
NOW THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, the Company and Warrant Agent agree as follows:
1. The following paragraph shall be added following the first "WHEREAS"
paragraph appearing on page 1 of the Warrant Agreement:
"WHEREAS, the Board of Directors has authorized the issuance of an
additional 3,450,000 A Warrants having the same terms as the A Warrants
initially issued by the Company pursuant to this Agreement."
2. Section 1 paragraph (f) of the Warrant Agreement is hereby amended to
read as follows:
"(f) "Purchase Price" shall mean, subject to modification and adjustment
as provided in Section 8, $2.25 for the A Warrants and further subject to the
Company's right, in its sole
discretion, to decrease the Purchase Price on not less than 15 days prior
notice to the Registered Holders."
3. Section 2 of the Warrant Agreement is hereby amended to add the
following paragraph after "(d)" thereof:
"(e) Upon the surrender to the Warrant Agent of certificates or agreements
representing 690,000 B Warrants, Warrant Certificates representing 690,000 A
Warrants to purchase up to an identical number of shares of Common Stock
(subject to modification and adjustment as provided in Section 8 hereof) shall
be countersigned, issued and delivered by the Warrant Agent upon written order
of the Company signed by its Chairman of the Board, President or a
Vice-President, and by its Treasurer or an Assistant Treasurer or its Secretary
or an Assistant Secretary."
4. Paragraph (e) of Section 2 of the Warrant Agreement is hereby
re-designated Paragraph (f).
5. Except, as specifically set forth herein, all terms of the Warrant
Agreement shall remain in full force and effect without modification.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the first date first above written.
AMERICAN STOCK TRANSFER & TRUST
COMPANY
As Warrant Agent
[CORPORATE
SEAL]
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: Vice President
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ELECTRONICS COMMUNICATIONS CORP.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: President
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By: /s/ Xxx Xxxxxx
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Name: Xxx Xxxxxx
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Title: Executive Vice President
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