THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 OR THE LAWS OF ANY STATE. THEY MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED UNLESS THEY ARE REGISTERED UNDER SUCH ACT OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SHARES ISSUABLE UPON
EXERCISE OF THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED, OR
OTHERWISE DISPOSED OF BY THE HOLDER EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS OF ANY
STATE WITH RESPECT THERETO OR IN ACCORDANCE WITH AN OPINION OF
COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER THAT AN
EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
LCC INTERNATIONAL, INC.
WARRANT CERTIFICATE
Warrant to Purchase
____________ Shares of Series C Preferred Stock
Date of Issue:
____________
This
warrant certificate (“Warrant Certificate”) certifies
that for value received
,
, or registered successors or assigns (the “Holder”) is
the owner of the warrant specified above (the
“Warrant”), which entitles the Holder thereof to
purchase, at any time after the sooner of following to occur
(i) 30 days after the Date of Issue or (ii) upon the
filing of the Certificate of Designations (hereinafter defined)
with the Delaware Secretary of State and on or before the
Expiration Date (hereinafter defined), up to ____________ fully
paid and non-assessable shares of Series C Preferred Stock,
$0.01 par value (“Series C Stock”), of LCC
International, Inc., a Delaware corporation (the
“Company”), at a purchase price of $____________ per
share of Series C Stock in lawful money of the United States
of America in cash or by certified or cashier’s check or a
combination of cash and certified or cashier’s check, subject
to adjustment as hereinafter provided. Each share of Series C
Stock shall have the rights, preferences and designations set forth
in the Certificate of Designations, Preferences and Rights of
Series C Preferred Stock (the “Certificate of
Designations”) in the form attached hereto as
Exhibit C and shall correspond to 100 shares of the
Company’s Class A Common Stock, $0.01 par value
(“Common Stock”), except that such shares of
Series C Preferred Stock shall have no voting rights with
respect to the election of directors of the Company.
1.
Warrant; Exercise Price
This Warrant shall
entitle the Holder to purchase up to ____________ shares of
Series C Stock of the Company and the purchase price payable
upon exercise of the Warrant shall initially be $____________ per
share of Series C Stock, subject to adjustment as hereinafter
provided (the
“Exercise
Price”). The Exercise Price and number of shares of
Series C Stock issuable upon exercise of this Warrant are
subject to adjustment as provided in Section 6
.
2.
Exercise; Expiration Date
2.1 This Warrant
is exercisable, at the option of the Holder, at any time or times
after the sooner of the following to occur (a) 30 days
after the Date of Issue or (b) upon the filing of the
Certificate of Designations with the Delaware Secretary of State
and on or before the Expiration Date, upon surrender of this
Warrant Certificate to the Company together with a duly completed
Notice of Exercise, in the form attached hereto as
Exhibit A , and payment of an amount equal to the
Exercise Price times the number of shares of Series C Stock to
be acquired. Payment of the Exercise Price for the Warrant Shares
(as defined in Section 3.3 ) shall be by wire transfer
or cashier’s check drawn on a United States bank or pursuant
to the terms of Section 7 . In the case of exercise of the
Warrant for less than all the Warrant Shares represented by this
Warrant Certificate, the Company shall cancel the Warrant
Certificate upon the surrender thereof and shall promptly execute
and deliver a new Warrant Certificate for the balance of such
Warrant Shares.
2.2 The term
“Expiration Date” shall mean 5:00 p.m. New York time on
____________ or if such date shall in the State of New York be a
holiday or a day on which banks are authorized to close, then 5:00
p.m. New York time the next following date which in the State of
New York is not a holiday or a day on which banks are authorized to
close.
2.3 Issuance of
certificates for Warrant Shares shall be made without charge to the
Holder for any issue or transfer tax or other incidental expense in
respect of the issuance of such certificate, all of which taxes and
expenses shall be paid by the Company, and such certificates shall
be issued in the name of the Holder or in such name or names as may
be directed by the Holder; provided, however, that in the event
certificates for Warrant Shares are to be issued in a name other
than the name of the Holder, the Company may require, as a
condition thereto, the payment of a sum sufficient to reimburse it
for any transfer tax incidental thereto. Upon receipt by the
Company of this Warrant and such Notice of Exercise, together with
proper payment of the Exercise Price, the Holder shall be deemed to
be the holder of record of the Warrant Shares, notwithstanding that
the stock transfer books of the Company shall then be closed or
that certificates representing such Warrant Shares shall not then
be actually delivered to the Holder.
3.
Registration and Transfer on Company Books
3.1 The Company
shall maintain books for the registration and transfer of the
Warrants and the registration and transfer of the shares of
Series C Stock issued upon exercise of the
Warrants.
3.2 Prior to due
presentment for registration of transfer of this Warrant
Certificate, or the shares of Series C Stock issued upon
exercise of the Warrants, the Company may deem and treat the
registered Holder as the absolute owner thereof.
3.3
(a) Neither this Warrant nor the shares of Series C Stock
issuable upon exercise hereof (the “Warrant Shares”)
have been registered under the Securities Act of 1933, as amended
(the “Act”). The Company will not transfer this Warrant
or transfer the Warrant Shares
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unless
(i) there is an effective registration covering such Warrant
or Warrant Shares, as the case may be, under the Act, (ii) it
first receives a letter from an attorney, reasonably acceptable to
the Company’s board of directors (the “Board of
Directors”) or its agents, the reasonable fees of which shall
be paid by the Company, stating that in the opinion of the attorney
the proposed transfer is exempt from registration under the Act, or
(iii) the transfer is made pursuant to Rule 144 under the Act.
Subject to the foregoing, this Warrant Certificate, the Warrant
represented hereby, and the Warrant Shares, may be sold, assigned
or otherwise transferred voluntarily by the Holder to any third
party. The Company shall register upon its books any permitted
transfer of a Warrant Certificate, upon surrender of same to the
Company with a written instrument of transfer duly executed by the
registered Holder or by a duly authorized attorney. Upon any such
registration of transfer, new Warrant Certificate(s) shall be
issued to the transferee(s) and the surrendered Warrant Certificate
shall be canceled by the Company. A Warrant Certificate may also be
exchanged, at the option of the Holder, for new Warrant
Certificates representing in the aggregate the number of Warrant
Shares evidenced by the Warrant Certificate surrendered.
(b) The
Holder of this Warrant, by acceptance hereof, agrees and
acknowledges that this Warrant, and the Warrant Shares are being
acquired for investment and that such Holder will not offer, sell
or otherwise dispose of this Warrant, or any Warrant Shares except
under circumstances which will not result in a violation of the Act
or any applicable state securities laws. Upon exercise of this
Warrant, unless the shares being acquired are registered under the
Act or an exemption from such registration is available, the Holder
hereof shall confirm in writing that the shares of Series C
Stock so purchased are being acquired for investment and not with a
view toward distribution or resale in violation of the Act and
shall confirm such other matters related thereto as may be
reasonably requested by the Company. This Warrant and all Warrant
Shares (unless registered under the Act) shall be stamped or
imprinted with a legend in substantially the following
form:
THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933. THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE
REGISTERED UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION IS
AVAILABLE. THE SHARES ISSUABLE UPON EXERCISE OF THESE SECURITIES
MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF BY THE
HOLDER EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE
WITH APPLICABLE SECURITIES LAWS OF ANY STATE WITH RESPECT THERETO
OR IN ACCORDANCE WITH AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER THAT AN EXEMPTION FROM SUCH REGISTRATION
IS AVAILABLE.
(1) Said
legend shall be removed by the Company, upon the request of the
Holder, at such time as the restrictions on the transfer of the
applicable security shall have terminated.
4.1 The Company
covenants that it will at all times reserve and keep available out
of its authorized Series C Stock, solely for the purpose of
issue upon exercise of the Warrant, such
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number of
shares of Series C Stock as shall then be issuable upon
exercise of the entire Warrant. The Company covenants that all such
shares of Series C Stock shall be duly and validly issued and,
upon payment for such shares as set forth herein, fully paid and
non-assessable and free from all taxes, liens and charges with
respect to the issue thereof.
4.2 The Company
shall not by any action, including, without limitation, amending
its 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
avoid, the observance or performance of any of the express terms of
this Warrant, but will at all times in good faith assist in the
carrying out of all such terms. Without limiting the generality of
the foregoing, the Company will (a) take all such action as
may be necessary or appropriate in order that the Company may
validly and legally issue fully paid and nonassessable Warrant
Shares upon the exercise of this Warrant and (b) use
reasonable best efforts to obtain all such authorizations,
exemptions or consents from any public regulatory body having
jurisdiction thereof as may be necessary to enable the Company to
perform its obligations under this Warrant. The Company shall not
take any action which would result in an adjustment in the number
of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price unless the Company shall obtain all such
authorizations or consents for such adjustment as may be necessary
from any public regulatory body or bodies having jurisdiction over
the Company.
Upon receipt by
the Company of reasonable evidence of the ownership of and the
loss, theft, destruction or mutilation of any Warrant Certificate
and, in the case of loss, theft or destruction, of indemnity
reasonably satisfactory to the Company, or, in the case of
mutilation, upon surrender and cancellation of the mutilated
Warrant Certificate, the Compa
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