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SERIES F-4 WARRANT TO PURCHASE SHARES OF COMMON STOCK OF REMOTE DYNAMICS, INC.

Warrant Agreement

SERIES F-4 WARRANT TO PURCHASE

                             SHARES OF COMMON STOCK

                                       OF

                              REMOTE DYNAMICS, INC.
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This Warrant Agreement involves

REMOTE DYNAMICS INC

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Title: SERIES F-4 WARRANT TO PURCHASE SHARES OF COMMON STOCK OF REMOTE DYNAMICS, INC.
Governing Law: New York     Date: 12/7/2006
Industry: Communications Services     Law Firm: Richardson Patel LLP     Sector: Services

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THIS WARRANT AND THE SHARES OF COMMON STOCK   ISSUABLE UPON EXERCISE   HEREOF HAVE
NOT   BEEN   REGISTERED   UNDER   THE   SECURITIES   ACT   OF   1933,   AS   AMENDED   (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,   TRANSFERRED
OR OTHERWISE   DISPOSED OF UNLESS   REGISTERED   UNDER THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF
COUNSEL   REASONABLY   SATISFACTORY   TO   THE   ISSUER   THAT   REGISTRATION   OF   SUCH
SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE
SECURITIES LAWS IS NOT REQUIRED.

                         SERIES F-4 WARRANT TO PURCHASE

                             SHARES OF COMMON STOCK

                                       OF

                               REMOTE DYNAMICS, INC.

                            Expires December 4, 2010

No.: W-F-4-06- __                                    Number of Shares: 30,937,500
Date of Issuance: December 4, 2006


         FOR VALUE RECEIVED, the undersigned,   Remote Dynamics, Inc., a Delaware
corporation   (together with its successors   and assigns,   the "Issuer"),   hereby
certifies that Bounce Mobile Systems, Inc. or its registered assigns is entitled
to subscribe for and purchase,   during the Term (as hereinafter   defined), up to
Thirty Million,   Nine Hundred Thirty-Seven   Thousand,   Five Hundred (30,937,500)
shares (subject to adjustment as hereinafter   provided) of the duly   authorized,
validly issued, fully paid and non-assessable   Common Stock of the Issuer, at an
exercise   price per share   equal to the Warrant   Price then in effect,   subject,
however,   to the provisions and upon the terms and   conditions   hereinafter   set
forth.   Capitalized   terms used in this Warrant and not otherwise defined herein
shall have the respective meanings specified in Section 9 hereof.

         1. Term.   The term of this Warrant   shall   commence on December 4, 2006
and shall expire at 5:00 p.m.,   Eastern Time, on the date that is four (4) years
following the effective date of the   registration   statement (the   "Registration
Statement")   under the   Securities   Act   providing for the resale of the Warrant
Stock (such period being the "Term").

         2. Method of Exercise;   Payment;   Issuance of New Warrant; Transfer and
Exchange.


                                      -1-
<PAGE>

         (a) Time of Exercise.   The purchase rights   represented by this Warrant
         may be exercised in whole or in part during the Term.

         (b) Method of Exercise. The Holder hereof may exercise this Warrant, in
         whole or in part,   by the   surrender of this Warrant (with the exercise
         form   attached   hereto duly   executed) at the   principal   office of the
         Issuer,   and by the payment to the Issuer of an amount of consideration
         therefor   equal   to the   Warrant   Price in   effect   on the date of such
         exercise   multiplied   by the   number of shares of   Warrant   Stock   with
         respect to which this Warrant is then being exercised,   payable at such
         Holder's   election (i) by   certified or official   bank check or by wire
         transfer   to an account   designated   by the Issuer,   (ii) by   "cashless
         exercise" in accordance   with the   provisions of subsection (c) of this
         Section 2, but only when a registration   statement under the Securities
         Act   providing   for the   resale   of the   Warrant   Stock   is not then in
         effect,   or (iii) by a combination of the foregoing   methods of payment
         selected by the Holder of this Warrant.

         (c) Cashless   Exercise.   Notwithstanding   any provisions   herein to the
         contrary and   commencing one (1) year following the Original Issue Date
         if (i) the Per   Share   Market   Value of one   share of   Common   Stock is
         greater than the Warrant Price (at the date of calculation as set forth
         below)   and (ii) a   registration   statement   under the   Securities   Act
         providing   for the resale of the Warrant Stock is not then in effect by
         the date   such   registration   statement   is   required   to be   effective
         pursuant to the Registration   Rights Agreement (as defined in the Share
         Exchange    Agreement)    or   not    effective   at   any   time   during   the
         Effectiveness   Period (as defined in the Registration Rights Agreement)
         in accordance with the terms of the Registration   Rights Agreement,   in
         lieu of   exercising   this   Warrant by   payment of cash,   the Holder may
         exercise   this   Warrant by a cashless   exercise   and shall   receive the
         number   of shares of Common   Stock   equal to an amount   (as   determined
         below) by   surrender   of this   Warrant at the   principal   office of the
         Issuer together with the properly   endorsed Notice of Exercise in which
         event the Issuer shall issue to the Holder a number of shares of Common
         Stock computed using the following formula:

                  X = Y - (A)(Y)
                          -----
                             B

Where              X =    the number of shares of Common Stock to be issued to
                        the Holder.

                  Y =    the   number of shares of Common   Stock   purchasable
                        upon   exercise   of all of the   Warrant   or, if only a
                        portion   of   the   Warrant   is   being   exercised,   the
                        portion of the Warrant being exercised.

                  A =    the Warrant Price.

                  B =    the Per Share Market Value of one share of Common Stock.

         (d)   Issuance of Stock   Certificates.   In the event of any   exercise of
this Warrant in accordance with and subject to the terms and conditions   hereof,
(i) certificates for the shares of Warrant Stock so purchased shall be dated the
date of such   exercise and   delivered to the Holder   hereof   within a reasonable
time,   not exceeding   three (3) Trading Days after such exercise (the   "Delivery
Date") or, at the request of the Holder (provided that a registration   statement
under the   Securities   Act providing for the resale of the Warrant Stock is then
in effect), issued and


                                      -2-
<PAGE>


delivered to the Depository Trust Company ("DTC") account on the Holder's behalf
via the Deposit   Withdrawal Agent Commission System ("DWAC") within a reasonable
time, not exceeding   three (3) Trading Days after such exercise,   and the Holder
hereof   shall be deemed   for all   purposes   to be the   holder   of the   shares of
Warrant   Stock so purchased as of the date of such exercise and (ii) unless this
Warrant has expired, a new Warrant   representing the number of shares of Warrant
Stock,   if any,   with   respect   to which this   Warrant   shall not then have been
exercised   (less any amount thereof which shall have been canceled in payment or
partial   payment of the Warrant   Price as   hereinabove   provided)   shall also be
issued to the Holder hereof at the Issuer's expense within such time.

         (e) Compensation   for Buy-In on Failure to Timely Deliver   Certificates
Upon Exercise.   In addition to any other rights available to the Holder,   if the
Issuer fails to cause its transfer agent to transmit to the Holder a certificate
or   certificates   representing   the Warrant Stock   pursuant to an exercise on or
before the Delivery   Date,   and if after such date the Holder is required by its
broker to purchase (in an open market transaction or otherwise) shares of Common
Stock to deliver in   satisfaction   of a sale by the Holder of the Warrant   Stock
which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the
Issuer   shall (1) pay in cash to the Holder the amount by which (x) the Holder's
total purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the
number of shares of Warrant Stock that the Issuer was required to deliver to the
Holder in connection with the exercise at issue times (B) the price at which the
sell order giving rise to such purchase obligation was executed,   and (2) at the
option of the Holder, either reinstate the portion of the Warrant and equivalent
number of shares of Warrant   Stock for which such   exercise   was not   honored or
deliver to the Holder the number of shares of Common   Stock that would have been
issued had the Issuer timely complied with its exercise and delivery obligations
hereunder.   For   example,   if the Holder   purchases   Common Stock having a total
purchase   price of   $11,000   to   cover a Buy-In   with   respect   to an   attempted
exercise of shares of Common Stock with an   aggregate   sale price giving rise to
such   purchase   obligation   of   $10,000,   under   clause   (1) of the   immediately
preceding   sentence the Issuer shall be required to pay the Holder   $1,000.   The
Holder shall provide the Issuer written notice indicating the amounts payable to
the Holder in respect of the Buy-In, together with applicable   confirmations and
other evidence reasonably requested by the Issuer.   Nothing herein shall limit a
Holder's right to pursue any other remedies available to it hereunder, at law or
in equity including, without limitation, a decree of specific performance and/or
injunctive   relief   with   respect   to the   Issuer's   failure   to timely   deliver
certificates   representing   shares of Common Stock upon exercise of this Warrant
as required pursuant to the terms hereof.

         (f)   Transferability of Warrant.   Subject to Section 2(h), this Warrant
may be transferred by a Holder without the consent of the Issuer. If transferred
pursuant to this paragraph,   this Warrant may be transferred on the books of the
Issuer by the   Holder   hereof in person   or by duly   authorized   attorney,   upon
surrender   of this   Warrant   at the   principal   office of the   Issuer,   properly
endorsed (by the Holder executing an assignment in the form attached hereto) and
upon payment of any necessary transfer tax or other governmental   charge imposed
upon such transfer.   This Warrant is exchangeable at the principal office of the
Issuer for Warrants to purchase the same   aggregate   number of shares of Warrant
Stock, each new Warrant to represent the right to purchase such number of shares
of   Warrant   Stock as the   Holder   hereof   shall   designate   at the time of such
exchange. All Warrants issued on transfers or exchanges shall


                                      -3-
<PAGE>

be dated the Original Issue Date and shall be identical with this Warrant except
as to the number of shares of Warrant Stock issuable pursuant thereto.

          (g) Continuing Rights of Holder.   The Issuer will, at the time of or at
any time after each   exercise   of this   Warrant,   upon the request of the Holder
hereof,   acknowledge in writing the extent, if any, of its continuing obligation
to afford to such   Holder all rights to which such Holder   shall   continue to be
entitled   after such   exercise   in   accordance   with the terms of this   Warrant,
provided   that if any such   Holder   shall   fail to make any   such   request,   the
failure shall not affect the continuing   obligation of the Issuer to afford such
rights to such Holder.

         (h) Compliance with Securities Laws.

                  (i)   The   Holder   of   this   Warrant,    by   acceptance   hereof,
         acknowledges   that this   Warrant and the shares of Warrant   Stock to be
         issued upon exercise   hereof are being acquired solely for the Holder's
         own   account   and   not as a   nominee   for   any   other   party,   and   for
         investment,   and that the   Holder   will not   offer,   sell or   otherwise
         dispose of this   Warrant   or any   shares of Warrant   Stock to be issued
         upon   exercise   hereof   except   pursuant to an   effective   registration
         statement, or an exemption from registration,   under the Securities Act
         and any applicable state securities laws.

                  (ii) Except as provided in paragraph (iii) below, this Warrant
         and all certificates   representing   shares of Warrant Stock issued upon
         exercise   hereof   shall   be   stamped   or   imprinted   with a   legend   in
         substantially the following form:

                  THIS   WARRANT   AND THE SHARES OF COMMON   STOCK   ISSUABLE   UPON
                  EXERCISE HEREOF HAVE NOT BEEN REGISTERED   UNDER THE SECURITIES
                   ACT OF 1933,   AS AMENDED (THE   "SECURITIES   ACT") OR ANY STATE
                  SECURITIES LAWS AND MAY NOT BE SOLD,   TRANSFERRED OR OTHERWISE
                  DISPOSED OF UNLESS   REGISTERED   UNDER THE   SECURITIES   ACT AND
                  UNDER   APPLICABLE   STATE   SECURITIES   LAWS OR THE ISSUER SHALL
                  HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
                  THE ISSUER   THAT   REGISTRATION   OF SUCH   SECURITIES   UNDER THE
                  SECURITIES   ACT AND UNDER THE   PROVISIONS OF APPLICABLE   STATE
                  SECURITIES LAWS IS NOT REQUIRED.

                  (iii)   The    Issuer    agrees   to   reissue    this    Warrant   or
         certificates   representing any of the Warrant Stock, without the legend
         set forth   above if at such time,   prior to making any   transfer of any
         such   securities,   the Holder shall give   written   notice to the Issuer
         describing   the   manner   and   terms   of such   transfer.   Such   proposed
         transfer   will not be   effected   until:   (a)   either (i) the Issuer has
         received an opinion of counsel   reasonably   satisfactory to the Issuer,
         to the   effect   that the   registration   of such   securities   under   the
         Securities   Act   is not   required   in   connection   with   such   proposed
         transfer, (ii) a registration


                                      -4-
<PAGE>

         statement   under the Securities Act covering such proposed   disposition
         has   been   filed   by   the   Issuer   with   the   Securities   and   Exchange
         Commission and has become effective under the Securities Act, (iii) the
         Issuer has   received   other   evidence   reasonably   satisfactory   to the
         Issuer that such   registration and   qualification   under the Securities
         Act and state   securities   laws are not required   (which may include an
         opinion of counsel provided by the Issuer), or (iv) the Holder provides
         the Issuer with   reasonable   assurances   that such security can be sold
         pursuant   to Rule 144 under the   Securities   Act (which may   include an
         opinion   of counsel   provided   by the   Issuer);   and (b) either (i) the
         Issuer has received an opinion of counsel   reasonably   satisfactory   to
         the Issuer, to the effect that registration or qualification   under the
         securities   or   "blue   sky"   laws   of   any   state   is not   required   in
         connection   with such proposed   disposition,   or (ii)   compliance   with
         applicable   state   securities or "blue sky" laws has been effected or a
         valid   exemption   exists   with   respect   thereto   (which may include an
         opinion of counsel provided by the Issuer).   The Issuer will respond to
         any such notice from a holder   within three (3) business   days.   In the
         case of any proposed   transfer under this Section 2(h), the Issuer will
         use   reasonable   efforts   to   comply   with   any such   applicable   state
         securities or "blue sky" laws,   but shall in no event be required,   (x)
         to qualify to do business in any state where it is not then   qualified,
         (y) to take any action   that would   subject it to tax or to the general
         service of process in any state where it is not then subject, or (z) to
         comply with state   securities or "blue sky" laws of any state for which
         registration   by   coordination   is   unavailable   to   the   Issuer.    The
         restrictions   on transfer   contained   in this   Section 2(h) shall be in
         addition to, and not by way of limitation of, any other restrictions on
         transfer   contained in any other   section of this   Warrant.   Whenever a
         certificate   representing the Warrant Stock is required to be issued to
         a   the   Holder   without   a   legend,   in   lieu   of   delivering   physical
         certificates   representing   the Warrant   Stock,   provided   the Issuer's
         transfer agent is   participating   in the DTC Fast Automated   Securities
         Transfer   program,   the Issuer shall use its reasonable best efforts to
         cause its transfer agent to   electronically   transmit the Warrant Stock
         to the Holder by   crediting   the account of the   Holder's   Prime Broker
          with DTC through its DWAC system (to the extent not   inconsistent   with
         any provisions of this Warrant or the Share Exchange Agreement).

         (i) Accredited   Investor   Status.   In no event may the Holder   exercise
this Warrant in whole or in part unless the Holder is an   "accredited   investor"
as defined in Regulation D under the Securities Act.

         3. Stock Fully Paid; Reservation and Listing of Shares; Covenants.

         (a) Stock Fully Paid. The Issuer   represents,   warrants,   covenants and
agrees that all shares of Warrant Stock which may be issued upon the exercise of
this Warrant or otherwise   hereunder   will,   when issued in accordance   with the
terms of this   Warrant,   be duly   authorized,   validly   issued,   fully   paid and
non-assessable   and free from all taxes, liens and charges created by or through
the   Issuer.   The Issuer   further   covenants   and agrees   that during the period
within   which this Warrant may be   exercised,   the Issuer will at all times have
authorized   and reserved for the purpose of the issuance   upon   exercise of this
Warrant   such   number of shares of Common   Stock that are not issued or reserved
for issuance as of the Original Issue Date; provided,   however,   upon the Issuer
filing the Charter Amendment (as defined in the Share Exchange   Agreement),   the
Issuer shall take all action necessary to at all times have authorized, and


                                      -5-
<PAGE>

reserved   for the   purpose   of   issuance,   free of   preemptive   rights and other
similar   contractual rights of stockholders,   a number of shares of Common Stock
equal to one   hundred   twenty   percent   (120%) of the number of shares of Common
Stock as shall from time to time be   sufficient   to provide for the   exercise of
this Warrant.

         (b) Reservation.   If any shares of Common Stock required to be reserved
for issuance   upon exercise of this Warrant or as otherwise   provided   hereunder
require registration or qualification with any Governmental   Authority under any
federal or state law before   such   shares may be so issued,   the Issuer will use
its reasonable best efforts as expeditiously as possible at its expense to cause
such shares to be duly   registered   or   qualified.   If the Issuer shall list any
shares of Common   Stock on any   securities   exchange   or market it will,   at its
expense,   list thereon,   maintain and increase when necessary such listing,   of,
all   shares of Warrant   Stock from time to time   issued   upon   exercise   of this
Warrant or as otherwise provided hereunder (provided that such Warrant Stock has
been   registered   pursuant to a registration   statement under the Securities Act
then in effect),   and, to the extent permissible under the applicable securities
exchange   rules,   all   unissued   shares of Warrant   Stock   which are at any time
issuable   hereunder,   so long as any shares of Common   Stock shall be so listed.
The Issuer will also so list on each   securities   exchange   or market,   and will
maintain such listing of, any other   securities which the Holder of this Warrant
shall be entitled to receive   upon the   exercise of this   Warrant if at the time
any securities of the same class shall be listed on such securities   exchange or
market by the Issuer.

         (c) Covenants.   The Issuer shall not by any action   including,   without
limitation,   amending the   Certificate   of   Incorporation   or the by-laws of the
Issuer,   or through   any   reorganization,   transfer   of   assets,   consolidation,
merger,   dissolution,   issue or sale of securities or any other action, avoid or
seek to 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   actions as may be   necessary   or   appropriate   to
protect   the   rights   of the   Holder   hereof   against   dilution   (to the   extent
specifically provided herein) or impairment.   Without limiting the generality of
the   foregoing,   the Issuer   will (i) not permit the par value,   if any,   of its
Common   Stock to exceed   the then   effective   Warrant   Price,   (ii) not amend or
modify any   provision   of the   Certificate   of   Incorporation   or by-laws of the
Issuer in any manner   that would   adversely   affect the rights of the Holders of
the Warrants, (iii) take all such action as may be reasonably necessary in order
that the Issuer may   validly   and   legally   issue   fully paid and   nonassessable
shares of Common Stock,   free and clear of any liens,   claims,   encumbrances and
restrictions   (other   than as   provided   herein)   created by the Issuer upon the
exercise of this Warrant, and (iv) use its reasonable best efforts to obtain all
such   authorizations,   exemptions   or consents from any public   regulatory   body
having jurisdiction   thereof as may be reasonably necessary to enable the Issuer
to perform its obligations under this Warrant.

         (d) Loss,   Theft,   Destruction   of   Warrants.   Upon receipt of evidence
satisfactory to the Issuer of the ownership of and the loss, theft,   destruction
or   mutilation   of any   Warrant   and,   in the   case of any such   loss,   theft or
destruction,   upon receipt of indemnity or security   satisfactory   to the Issuer
or, in the case of any such mutilation,   upon surrender and cancellation of such
Warrant,   the   Issuer   will   make and   deliver,   in lieu of such   lost,   stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same number of shares of Common Stock.


                                      -6-
<PAGE>

          (e) Payment of Taxes.   The Issuer will pay any documentary   stamp taxes
attributable to the initial issuance of the Warrant Stock issuable upon exercise
of this Warrant; provided, however, that the Issuer shall not be required to pay
any tax or taxes which may be payable in respect of any transfer involved in the
issuance or delivery of any   certificates   representing   Warrant Stock in a name
other than that of the Holder in respect to which such shares are issued.

         4.   Adjustment   of Warrant   Price.   The price at which   such   shares of
Warrant Stock may be purchased upon exercise of this Warrant shall be subject to
adjustment   from time to time as set forth in this   Section 4. The Issuer   shall
give the Holder notice of any event described below which requires an adjustment
pursuant to this Section 4 in accordance with the notice provisions set forth in
Section 5.

         (a) Recapitalization,   Reorganization, Reclassification, Consolidation,
Merger or Sale.

                  (i) In case the Issuer after the Original   Issue Date shall do
         any of the following (each, a "Triggering   Event"):   (a) consolidate or
         merge with or into any other   Person   and the   Issuer   shall not be the
         continuing or surviving corporation of such consolidation or merger, or
         (b)   permit   any other   Person to   consolidate   with or merge   into the
         Issuer and the Issuer shall be the continuing or surviving   Person but,
         in connection with such   consolidation or merger,   any Capital Stock of
         the Issuer   shall be changed into or exchanged   for   Securities   of any
         other   Person or cash or any other   property,   or (c)   transfer   all or
         substantially   all of its properties or assets to any other Person,   or
         (d) effect a capital   reorganization or reclassification of its Capital
         Stock,   then,   and in the case of each such   Triggering   Event,   proper
         provision   shall be made so that,   upon the   basis and the terms and in
          the manner   provided in this Warrant,   the Holder of this Warrant shall
         be entitled upon the exercise hereof at any time after the consummation
         of such   Triggering   Event, to the extent this Warrant is not exercised
         prior to such   Triggering   Event,   to receive at the   Warrant   Price in
         effect   at the   time   immediately   prior   to the   consummation   of such
         Triggering   Event   in lieu   of the   Common   Stock   issuable   upon   such
         exercise   of   this   Warrant   prior   to   such   Triggering    Event,    the
         Securities,   cash and   property   to which such   Holder   would have been
         entitled upon the   consummation of such Triggering Event if such Holder
         had exercised the rights represented by this Warrant   immediately prior
         thereto   (including   the   right of a   shareholder   to elect the type of
         consideration   it will   receive upon a   Triggering   Event),   subject to
         adjustments   (subsequent to such corporate action) as nearly equivalent
         as possible to the   adjustments   provided for elsewhere in this Section
         4. Notwithstanding the foregoing to the contrary,   this Section 4(a)(i)
         shall   only   apply   if   the   surviving   entity   pursuant   to   any   such
         Triggering   Event   is a   company   has   a   class   of   equity   securities
         registered pursuant to the Securities Exchange Act of 1934, as amended,
         and its   common   stock is listed or   quoted   on a   national   securities
         exchange,   national   automated   quotation   system   or the OTC   Bulletin
         Board.   In the event that the   surviving   entity   pursuant   to any such
         Triggering Event is not a company that has a class of equity securities
         registered pursuant to the Securities Exchange Act of 1934, as amended,
         or its common   stock is not   listed or quoted on a national   securities
         exchange,   national   automated   quotation   system   or the OTC   Bulletin
         Board,   then the Holder   shall have the right to demand that the Issuer
         pay to the   Holder   an   amount   equal   to the   value   of   this   Warrant
         according to the Black-Scholes formula.


                                      -7-
<PAGE>

         (ii) Notwithstanding anything contained in this Warrant to the contrary
and so long as the   surviving   entity   pursuant   to any   Triggering   Event   is a
company   that   has a class   of   equity   securities   registered   pursuant   to the
Securities   Exchange Act of 1934, as amended,   and its common stock is listed or
quoted on a national securities exchange, national automated quotation system or
the OTC Bulletin Board, a Triggering   Event shall not be deemed to have occurred
if, prior to the consummation thereof, each Person (other than the Issuer) which
may be required to deliver any Securities, cash or property upon the exercise of
this Warrant as provided herein shall assume,   by written   instrument   delivered
to,   and   reasonably   satisfactory   to,   the   Holder   of this   Warrant,   (A) the
obligations   of the Issuer under this   Warrant (and if the Issuer shall   survive
the consummation of such Triggering   Event, such assumption shall be in addition
to, and shall not release the Issuer from,   any   continuing   obligations   of the
Issuer under this Warrant) and (B) the obligation to deliver to such Holder such
Securities,   cash or property as, in accordance with the foregoing provisions of
this subsection   (a), such Holder shall be entitled to receive,   and such Person
shall have   similarly   delivered   to such   Holder an opinion of counsel for such
Person, which counsel shall be reasonably satisfactory to such Holder, or in the
alternative,   a   written   acknowledgement   executed   by the   President   or Chief
Financial   Officer of the Issuer,   stating   that this Warrant   shall   thereafter
continue   in full   force and   effect and the terms   hereof   (including,   without
limitation, all of the provisions of this subsection (a)) shall be applicable to
the   Securities,   cash or property   which such Person may be required to deliver
upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

                  (b) Stock Dividends,   Subdivisions and Combinations. If at any
time the Issuer shall:

                            (i)   make   or   issue   or set a   record   date   for the
         holders   of the   Common   Stock for the   purpose   of   entitling   them to
         receive a dividend   payable   in, or other   distribution   of,   shares of
         Common Stock,

                            (ii) subdivide its outstanding shares of Common Stock
         into a larger number of shares of Common Stock, or

                           (iii) combine its outstanding   shares of Common Stock
         into a smaller number of shares of Common Stock,

then (1) the   number   of   shares of Common   Stock   for   which   this   Warrant   is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record   holder of the same
number of   shares   of   Common   Stock   for   which   this   Warrant   is   exercisable
immediately   prior to the   occurrence   of such event would own or be entitled to
receive   after the   happening of such event,   and (2) the Warrant   Price then in
effect   shall   be   adjusted   to   equal   (A) the   Warrant   Price   then in   effect
multiplied   by the number of shares of Common   Stock for which   this   Warrant is
exercisable   immediately   prior to the   adjustment   divided by (B) the number of
shares of Common Stock for which this Warrant is exercisable   immediately   after
such adjustment.

         (c) Certain Other   Distributions.   If at any time the Issuer shall make
or issue or set a   record   date for the   holders   of the   Common   Stock   for the
purpose of entitling them to receive any dividend or other distribution of:


                                      -8-
<PAGE>

                           (i) cash (other than a cash   dividend   payable out of
         earnings   or   earned   surplus   legally   available   for the   payment   of
         dividends under the laws of the   jurisdiction of   incorporation   of the
         Issuer),

                           (ii) any evidences of its indebtedness, any shares of
         stock of any class or any other   securities   or   property of any nature
         whatsoever   (other than cash,   Common Stock   Equivalents   or Additional
         Shares of Common Stock), or

                           (iii) any warrants or other   rights to subscribe   for
         or purchase any evidences of its   indebtedness,   any shares of stock of
         any class


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