EXHIBIT 10.58
No. 19
EQUALNET COMMUNICATIONS CORP.
STOCK PURCHASE WARRANT
This Stock Purchase Warrant ("Warrant") is issued as of the 19th day of
August, 1998, by Equalnet Communications Corp., a Texas corporation
("Equalnet"), to Xxxxx X. Hack ("Hack") pursuant to that certain Severance
Agreement dated as of August 19, 1998 between Equalnet and Hack.
W I T N E S S E T H :
- - - - - - - - - -
(a) Issuance of Warrant; Term.
(i) For and in consideration of the sum of $10.00 and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Equalnet hereby grants to Hack, subject to the provisions
hereinafter set forth, the right to purchase up to 22,500 shares of Equalnet
common stock, par value $.01 per share ("Common Stock)". The shares of Common
Stock issuable upon exercise of this Warrant are hereinafter referred to as the
"Shares".
(ii) This Warrant shall be exercisable at any time on or before the
third anniversary of the date hereof.
(b) Exercise Price. The exercise price per share for which all or any of
the Shares may be purchased pursuant to the terms of this Warrant shall be
$1.863 (hereinafter referred to as the "Exercise Price").
(c) Exercise.
(i) This Warrant may be exercised by Hack for the purchase of any of
the Shares for which this Warrant is then exercisable pursuant to Section 1(b)
hereof in whole or in part, upon delivery of written notice of intent to
Equalnet at the following address: 0000 Xxxx Xxxxxx Xxxx Xxxxx, Xxxxxxx, Xxxxx
00000 or such other address as Equalnet shall designate in written notice to
Hack, together with this Warrant and payment (in the manner described in Section
3(b) below) for the aggregate Exercise Price of the Shares so purchased. Upon
exercise of this Warrant as aforesaid, Equalnet shall as promptly as practicable
execute and deliver to Hack a certificate or certificates for the total number
of whole Shares for which this Warrant is being exercised in such names and
denominations as are requested by Hack. If this Warrant shall be exercised with
respect to less than all of the Shares, Hack shall be entitled to receive a new
Warrant covering the number of Shares in respect of which this Warrant shall not
have been exercised, which new Warrant shall in all other respects be identical
to this Warrant.
(ii) Payment for the Shares to be purchased upon exercise of this
Warrant may be made by the delivery of a certified or cashier's check payable to
Equalnet for the aggregate Exercise Price of the Shares to be purchased.
(d) Covenants and Conditions. The above provisions are subject to the
following:
(i) Neither this Warrant nor the Shares have been registered under
the Securities Act of 1933, as amended (the "Act"), or any state securities laws
("Blue Sky Laws"). This Warrant and the Shares have been acquired for
investment purposes and not with a view to distribution or resale and the Shares
may not be made subject to a security interest, pledged, hypothecated, sold or
otherwise transferred without an effective registration statement therefor under
the Act and such applicable Blue Sky Laws or an opinion of counsel (which
opinion and counsel rendering same shall be reasonably acceptable to Equalnet)
that registration is not required under the Act and under any applicable Blue
Sky Laws. The certificates representing the Shares shall bear substantially the
following legend:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY APPLICABLE
STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED FOR THE PRIVATE INVESTMENT OF
THE HOLDER HEREOF AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNTIL A
REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES
LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR IN THE OPINION OF
COUNSEL REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES
LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED OFFER, SALE OR
TRANSFER.
Other legends as required by applicable federal and state laws may be placed on
such certificates. Hack and Equalnet agree to execute such documents and
instruments as counsel for Equalnet reasonably deems necessary to effect
compliance of the issuance of this Warrant and any Shares issued upon exercise
hereof with applicable federal and state securities laws.
(ii) Equalnet covenants and agrees that all Shares which may be
issued upon exercise of this Warrant will, upon issuance and payment therefor,
be legally and validly issued and outstanding, fully paid and nonassessable.
Equalnet shall at all times, commencing on the date this Warrant shall become
exercisable, reserve and keep available for issuance upon the exercise of this
Warrant such number of authorized but unissued shares of Common Stock as will be
sufficient to permit the exercise in full of the Warrant.
(iii) This Warrant shall not be subject to voluntary or involuntary
alienation, assignment or transfer.
(e) Warrant Holder not Stockholder. This Warrant does not confer upon
Hack any right whatsoever as a stockholder of Equalnet.
(f) Anti-Dilution. In case at any time or from time to time after the
date of this Warrant, all of the holders of Common Stock of Equalnet shall have
received or shall have become legally entitled to receive:
(A) other or additional stock or other securities or property
(other than cash) by way of a dividend or other distribution;; or
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(B) other or additional (or less) stock or other securities or
property (including cash) by way of stock-split, spin-off, split-up,
reclassification, combination of shares or similar corporate rearrangement (but
not including any cash dividends),
then and in each such case Hack, upon the exercise hereof as provided in
Section 3, shall be entitled to receive, in lieu of (or in addition to, as the
case may be) the Shares theretofore receivable upon the exercise of this
Warrant, the amount of stock and other securities and property (including cash
in the case referred to in clause (ii) above) which Hack would have held on the
date of such exercise if on the date of such conversion, dividend, distribution,
corporate rearrangement or such other event, as described in clause (ii) above,
Hack had been the holder of record of the number of Shares receivable upon
exercise of this Warrant and had thereafter, during the period from the date
thereof to and including the date of such exercise, obtained such Shares and all
other or additional (or less) stock and other securities and property (including
cash in the case referred to in clause (ii) above) receivable by Hack as
aforesaid during such period.
(g) Notices. All notices, requests, offers, elections and other
communications under this Warrant shall be in writing and shall be deemed to
have been given at the time when deposited in the United States mail at a
general or branch post office, postage prepaid, registered or certified mail
(return receipt requested), and addressed to the respective parties at the
addresses stated below or to such other changed addresses as the parties may
have fixed by notice; provided, however, that any notice of change of address
shall be effective only upon receipt. Notices addressed as follows:
If to Equalnet: Equalnet Communications Corp.
0000 Xxxx Xxxxxx Xxxx Xxxxx
Xxxxxxx, Xxxxx 00000
Attention: General Counsel
If to Hack: Xxxxx X. Hack
P. O. Box 980672
Xxxxxxx, Xxxxx 00000
IN WITNESS WHEREOF, Equalnet has caused this Stock Purchase Warrant to be
executed and delivered by its duly authorized officer as of the date first above
written.
EQUALNET COMMUNICATIONS CORP.
By:
---------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: President & C.E.O.
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