1
EXHIBIT 4.4
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VOID AFTER 3:00 P.M. WARRANT
ROCKY MOUNTAIN TIME, ON _____________________, 2002
WARRANT CERTIFICATE FOR PURCHASE OF COMMON STOCK
WA-
[UStel LOGO]
USTEL, INC. CUSIP 917325 11 0
INCORPORATED UNDER THE LAWS OF THE STATE OF MINNESOTA
THIS CERTIFICATE IS TRANSFERABLE IN THE CITY OF DENVER, COLORADO
THIS CERTIFIES THAT, FOR VALUE RECEIVED
the registered holder hereof or assignee (the "Holder"), is entitled to
purchase from USTEL, INC., a Minnesota corporation (the "Company"), at any time
after the Warrants become separately transferable from the Common Stock with
which they were concurrently issued as Units (the Separation Date") and before
3:00 p.m., Rocky Mountain Time, on _____________________, 2002, at the purchase
price per Share of $4.00 (the "Warrant Price"), the number of shares of Common
Stock of the Company set forth above (the "Shares"). The number of Shares
purchasable upon exercise of each Warrant evidenced hereby and the Warrant
Price per Share shall be subject to adjustment from time to time as set forth
in the Warrant Agreement referred to below. This Warrant is subject to
redemption by the Company of $0.01 per Share of Common Stock purchasable upon
exercise hereof, upon 30 days' prior written notice, at any time after the
Separation Date and after the ????? Market Price (determined pursuant to the
Warrant Agreement) per share of Common Stock ???? ???? ??? amended $6.00 for a
period of at least 20 consecutive trading days ???? ???? 30 days prior to the
date of this notice of redemption, and prior to ???? of the Warrants.
The Warrants evidenced hereby may be exercised in whole or in part by
presentation of this Warrant certificate with the Purchase Form on the reverse
side ???? xxxx executed (with a signature guarantee as provided on the reverse
side ???? and ????? payment of the Warrant Price (subject to adjustment) at the
principal office in Denver, Colorado, of American Securities Transfer & Trust,
Inc. (the "Warrant Agent"). Payment of such price shall be made at the option
of the Holder in cash or by good check or bank draft, and as provided in the
Warrant Agreement.
The Warrants evidenced hereby are part of a duly authorized Issue of
Common Stock Purchase Warrants with rights to purchase an aggregate of up to
1,582,500 shares of Common Stock of the Company and are issued under and in
accordance with a Warrant Agreement dated as of __________________, 1997,
between the Company and the Warrant Agent and are subject to the ???? and
provisions contained in such Warrant Agreement, to all of which the Holder of
this Warrant certificate by acceptance ???? consents. A copy of the Warrant
Agreement may be obtained for inspection by the Holder hereof upon written
request to the Warrant Agent.
Upon any partial exercise of the Warrants evidenced hereby, there shall
be countersigned and issued to the Holder a new Warrant certificate in respect
of the Shares as to which the Warrants evidenced hereby shall not have been
exercised. This Warrant certificate may be exchanged at the office of the
Warrant Agent by surrender of this Warrant Certificate properly endorsed (with
signature guarantee) either separately or in combination with one or more other
Warrants for one or more new Warrants to purchase the same aggregate number of
Shares as here evidenced by the Warrant or Warrants exchanged. No fractional
shares will be issued upon the exercise of rights to purchase hereunder, but
the Company shall pay the cash value of any ???? upon the exercise of one or
more Warrants. The Warrants evidenced hereby are transferable at the office of
the Warrant Agent in the manner and subject to the limitations set forth in the
Warrant Agreement.
The Holder hereof may be ???? by the Company, the Warrant Agent and all
other persons dealing with this Warrant certificate as the ???? owner himself
for all purposes and as the person entitled to ???? ???? the rights represented
hereby, any notice to the contrary notwithstanding, and until such transfer is
entered on such ????, the Company may ???? the Holder hereof as the owner for
all purposes.
The Warrant certificate does not entitle the Holder hereof to any of
the rights of a shareholder of the Company.
The Warrant certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Warrant Agent.
Dated:
[UStel, Inc. SEAL]
PRESIDENT SECRETARY
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COUNTERSIGNED:
AMERICAN SECURITIES TRANSFER & TRUST, INC.
P.O. Box 1596
Denver, Colorado 80201
Warrant Agent
By
2
USTEL, INC.
PURCHASE FORM
Mailing Address:
c/o American Securities Transfer & Trust, Inc.
P.O. Box 1596
Denver, Colorado 80201
The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant certificate for, and to purchase
thereunder, _____ shares of Common Stock provided for therein, and requests
that certificates for such Shares be issued in the name of:
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(Please Print or Type Name, Address and Social Security Number)
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and, if said number of Shares shall not be all the Shares purchasable hereunder,
that a New Warrant certificate for the balance of the Shares purchasable under
the within Warrant certificate be registered in the name of the undersigned
Xxxxxx or his Assignee as below indicated and delivered to the address stated
below.
The undersigned represents that the exercise of the within Warrant was
solicited by a member of the National Association of Securities Dealers, Inc. If
not solicited by an NASD member, please write "unsolicited" in the space below.
Unless otherwise indicated in the space below, it will be assumed that the
exercise was solicited by Xxxxxx & Xxxxxxx Incorporated.
Dated: ____________________________ _____________________________________
(Name of NASD member if other than
Xxxxxx & Xxxxxxx Incorporated)
Name of Holder or Assignee: __________________________________________________
(Please Print)
Address: _____________________________________________________________________
______________________________________________________________________________
Signature: ___________________________________________________________________
Note: The above signature must correspond with the name as it appears
upon the face of the within Warrant certificate in every
particular without alteration or enlargement or any change
whatsoever unless these Warrants have been assigned.
Signature Guaranteed:
_________________________________________________
(Signature must be guaranteed by a bank or trust
company having an office or correspondent in the
United States or by a member firm of a registered
securities exchange or the National Association
of Securities Dealers, Inc.)
ASSIGNMENT
(To be signed only upon assignment of Warrants)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
______________________________________________________________________________
(Please Print or Type Name, Address and Social Security Number)
______________________________________________________________________________
the within Warrants, hereby irrevocably constituting and appointing
_____________________________________________________________________ Attorney
to transfer said Warrants on the books of the Company, with full power of
substitution in the premises.
Dated: ______________________________ ______________________________________
Signature of Registered Holder
Note: The signature of this assignment
must correspond with the name as
it appears upon the face of the
within Warrant certificate in
every particular, without
alteration, impairment or any
change whatever.
Signature Guaranteed:
_____________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION, (Banks, Stockbrokers,
Savings and Loan Associations and Credit Unions) WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM PURSUANT TO S.E.C. RULE 17Ad-15.
