Exhibit
10.2(a)
NEITHER THIS WARRANT
NOR THE SHARES
ISSUABLE UPON
EXERCISE HEREOF HAVE BEEN
REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
APPLICABLE STATE
SECURITIES
LAWS AND NEITHER MAY BE SOLD, ASSIGNED OR
TRANSFERRED IN THE
ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR SUCH
SECURITY UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR
AN OPINION OF
COUNSEL, IN FORM AND
SUBSTANCE SATISFACTORY TO THE COMPANY, THAT THE SALE,
ASSIGNMENT OR
TRANSFER IS PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.
WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK
(void after 5:00 p.m., New York City time, on [DATE])
No. XX-XX
__________ Shares
Dated as of [DATE]
FOR
VALUE RECEIVED, PRO
TECH COMMUNICIATIONS,
INC., a Florida corporation
(the "Company"),
as of the date hereof
(the "Grant Date"),
hereby issues this
warrant (the
"Warrant") and
certifies that
______________
(the "Holder") is
granted the right,
subject to the provisions of this Warrant, to purchase from
the Company, during
the period commencing at 9:00 a.m. New York City local time
on the Grant
Date and expiring, unless earlier terminated as hereinafter
provided, at 5:00 p.m.
New York City local
time on [DATE] or, if such day is a
day on which banking
institutions in the City of New York are authorized by law
to close, then on the next succeeding day that shall not be such a day (the
"Exercise Period"), up to ______________ (_______) fully paid and
non-assessable
shares of common stock, par value $.001 per share, of the
Company at a price of
$____ per share (as adjusted from time to time as provided herein,
the "Exercise
Price"). As used
herein, "Common Stock"
means the shares of common stock, par
value $.001 per share, of the Company as constituted on the Grant
Date, together
with any other equity
securities that may be
issued by the Company in addition
thereto or in
substitution therefor.
The number
and character of shares of
Common Stock to be
received upon the
exercise of this Warrant and the Exercise
Price may be adjusted from time to time as hereinafter set forth.
The shares of
Common Stock deliverable upon such exercise, as adjusted from time to time,
are
sometimes referred
to herein as the
"Warrant Shares." Upon receipt by the
Company of
evidence reasonably satisfactory to it of the loss, theft,
destruction or
mutilation of this Warrant, and (in the case of loss,
theft or
destruction) of reasonably satisfactory indemnification,
and upon surrender
and
cancellation of this
Warrant, if mutilated, the Company shall execute and
deliver a new Warrant of like tenor and date. Any such new Warrant
executed and
delivered shall constitute an additional contractual obligation on the part of
the Company, whether or not this Warrant so lost, stolen, destroyed
or mutilated
shall be at any time enforceable by anyone. This Warrant is issued, and all
the
rights hereunder are
held, subject to all
of the conditions,
limitations and
provisions set forth herein.
1.
Exercise of Warrant.
This Warrant may be exercised in whole or in part,
at any time or from time to time, during the Exercise Period. Subject to the
restrictions and
limitations set forth above, this Warrant may be exercised
by
presentation and
surrender of this Warrant to the Company at its principal
office, together with a completed and duly executed Warrant
Exercise Form in the
form attached hereto as Exhibit 1 (the "Exercise Form"), payment
(either in cash
or by certified or official bank check, payable to the order of the
Company) of
the aggregate Exercise
Price for the number of shares of Common Stock specified
in the Exercise Form and instruments of transfer, if appropriate,
duly executed
by the Holder. If this
Warrant is exercised
in part only, the
Company shall,
upon surrender
of this Warrant for cancellation, execute and deliver a new
Warrant
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evidencing the
rights of the
Holder to purchase the balance of the shares
purchasable hereunder.
Upon receipt by the Company of this Warrant, an executed
Exercise Form, the aggregate Exercise Price and any appropriate
instruments of
transfer, the Holder shall be deemed to be the holder of record of
the shares of
Common Stock
issuable upon such exercise, notwithstanding that the stock
transfer books
of the Company shall then be closed or that certificates
representing such shares of Common Stock shall not then be actually
delivered to
the Holder. The Company shall pay any and all documentary stamp or
similar issue
or transfer
taxes payable in respect of the issue or delivery of shares of
Common Stock upon exercise of this Warrant.
2.
Reservation of Shares.
During the Exercise Period, the Company shall at
all times reserve for
issuance and delivery
upon exercise of this
Warrant all
shares of Common Stock of the Company from time to time receivable
upon exercise
of this Warrant. All
such shares shall be duly authorized and, when issued upon
such exercise, shall
be validly issued, fully paid, non-assessable and free of
all pre-emptive rights.
3.
Fractional Shares. No fractional shares or scrip representing
fractional
shares shall be issued upon the exercise of this Warrant,
but the Company
shall
issue one additional
share of its Common
Stock in lieu of each
fraction of a
share otherwise called for upon any exercise of this Warrant.
4.
Exchange, Transfer or Assignment of Warrant. This Warrant is not
registered under the
Securities
Act of 1933,
as amended (the "1933
Act") nor
under any state
securities law or
regulation.
This Warrant may not be sold,
exchanged,
transferred, assigned
or otherwise
disposed of unless
registered
pursuant to the
provisions of the 1933 Act or an opinion of counsel in form and
content satisfactory
to the Company is
delivered to the
Company stating
that
such sale or other disposition is made in compliance with an
available exemption
from such registration. Any sale or other disposition of
this Warrant must also
comply with all applicable state securities laws and
regulations.
5.
Warrant Share Transfer
to Comply with the
Securities Act of
1933. The
Warrant Shares may not be sold, exchanged, transferred, assigned or otherwise
disposed of unless registered pursuant to the provisions of the
1933 Act, or an
opinion of counsel in form and content satisfactory to the Company is
delivered
to the Company stating that such sale or other disposition is made
in compliance
with an available exemption from such registration. Any sale or other
disposition of the
Warrant Shares must
also comply with all
applicable state
securities laws and regulations.
6.
Rights of the
Holder. The Holder shall not, by virtue hereof, be
entitled to any rights
of a stockholder
of the Company, either at law or in
equity, and the
rights of the Holder
are limited to those
expressed in this
Warrant.
7.
Redemption. This Warrant is not redeemable by the Company.
8.
Adjustment of Exercise Price, Number or Character of Warrant
Shares. The
Exercise Price and the number of Warrant Shares purchasable upon
the exercise of
this Warrant
shall be subject to adjustment from time to time upon the
occurrence of certain events as described
2
<PAGE>
in this Section 8. Upon each adjustment of the Exercise Price, the Holder of
this Warrant shall
thereafter be entitled
to purchase, at the
Exercise Price
resulting from such adjustment, the number of shares obtained by
multiplying the
Exercise Price in effect immediately prior to such adjustment by the
number of
shares purchasable
pursuant hereto
immediately prior to
such adjustment,
and
dividing the
product thereof by the Exercise Price resulting from such
adjustment.
8.1
Subdivision or
Combination of Common Stock. In case the Company shall
at any time subdivide
its outstanding shares of Common Stock into a greater
number of shares, the Exercise Price in effect immediately prior to such
subdivision shall
be proportionately reduced, and conversely, in case the
outstanding s
