WARRANT AGREEMENT
DCAP GROUP, INC.
WARRANT AGREEMENT, dated [________], 1999 (the "Agreement"), by and between
DCAP Group, Inc., a Delaware corporation (the "Company"), and _______________,
the holder of ______ units of the Company sold in connection with the Company's
Private Placement (as defined below) (individually a "Holder" and collectively
with the holders of other Units, the "Holders").
WHEREAS, the Company has proposed to offer, pursuant to the Company's
private placement offering (the "Private Placement"), a minimum of $1,000,000
and a maximum of $2,000,000 of units of the Company (the "Units"), each Unit
consisting of (i) 45,453 shares of the Company's common stock ("Common Stock");
(ii) 15,151 Class A Common Stock purchase warrants (the "Class A Warrants"),
each Warrant entitling the holder thereof to purchase one share of Common Stock
at an exercise price that is equal to $1.65; (iii)15,151 Class B Common Stock
purchase warrants (the "Class B Warrants"), each Warrant entitling the holder
thereof to purchase one share of Common Stock at an exercise price that is equal
to $2.06; and (iv) 15,151 Class C Common Stock purchase warrants (the "Class C
Warrants"), each Warrant entitling the holder thereof to purchase one share of
Common Stock at an exercise price that is equal to $2.48. The Class A Warrants,
the Class B Warrants and the Class C Warrants shall hereinafter collectively be
referred to as the "Warrants;" and
WHEREAS, Aegis Capital Corp. has acted as placement agent (the "Placement
Agent") in connection with the offering of the Units (the "Offering"); and
WHEREAS, purchasers of the Units have been issued Warrant Certificates
evidencing the Warrants; and
WHEREAS, the Warrant Certificates incorporate by reference the terms of
this Warrant Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the Company and the Holder hereby agree as follows:
1. Exercise of Warrant. Each Class A Warrant shall entitle the Holder
thereof to purchase one share of Common Stock at an exercise price of $1.65 (the
"Class A Exercise Price"). Each Class B Warrant shall entitle the Holder thereof
to purchase one share of Common Stock at an exercise price of $2.06 (the "Class
B Exercise Price"). Each Class C Warrant shall entitle the Holder thereof to
purchase one share of Common Stock at an exercise price of $2.48 (the "Class C
Exercise Price" and together with the Class A Exercise Price and Class B
Exercise Price, the "Exercise Price"). The Warrants may be exercised in whole or
in part at any time or from time to time during the period commencing on
[______], 1999 and expiring at 5:00 p.m., New York City time, on [_____], 2004
(the "Exercise Term"), or if such day is a day on which banking institutions in
the State of New York are authorized by law to close, then on the next
succeeding day which shall not be such a day, by presentation and surrender of
the Warrant Certificate evidencing the Warrant to
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be exercised to the Company at its principal office or at the office of its
stock transfer agent, if any, with the Exercise Form annexed hereto duly
executed and accompanied by payment of the Exercise Price for the number of
shares specified in such form. If any Warrant should be exercised in part only,
the Company shall, upon surrender of the Warrant Certificates for cancellation
and presentment of the Exercise Form, execute and deliver new a Warrant
Certificate or Certificates, as the case may be, evidencing the rights of the
Holder thereof to purchase the balance of the shares purchasable thereunder.
Upon receipt by the Company of a Warrant Certificate at its office, or by the
stock transfer agent of the Company at its office, in proper form for exercise
and accompanied by the appropriate payment for the shares of Common Stock
underlying the Warrants (the "Warrant Shares"), the Holder shall be deemed to be
the holder of record of such 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. Certificates for the Warrant Shares shall be delivered to the Holder
within a reasonable time, not to exceed five (5) business days, following the
exercise of the Warrants in accordance with the foregoing.
2. Alternative Exercise Provisions. Anything contained herein to the
contrary notwithstanding, the Holder, at his option, may exercise the Warrants,
in whole or in part, during the Exercise Term by delivering to the Company a
confirmation slip issued by a brokerage firm that is a member of the National
Association of Securities Dealers, Inc. with respect to the sale of those number
of Warrant Shares for which the Warrants are being exercised, and, in such case,
the Company shall deliver certificates representing such Warrant Shares on
settlement date at the office of the Company's stock transfer agent against
payment for such Warrant Shares by such brokerage firm or its clearing broker,
made payable to the Company or made payable to the order of the Holder and
endorsed by the Holder to the Company.
3. Redemption of Warrants. The Company may at any time elect to redeem all
the Warrants of a particular class at a price of $.00l for each Warrant in the
event a current registration under the Securities Act of 1933, as amended (the
"Act"), is then in effect with respect to the shares of Common Stock issuable
upon exercise of the particular Warrants and the average of the closing prices
for the Company's Common Stock, as reported by the securities exchange on which
the Common Stock is listed, The Nasdaq Stock Market ("Nasdaq"), the NASD OTC
Electronic Bulletin Board (the "Bulletin Board") or National Quotation Bureau,
Incorporated ("NQB") or other reporting agency, as the case may be, for thirty
(30) consecutive trading days equals or exceeds 125% of the Exercise Price for
the particular class. If the Company shall elect to redeem the Warrants of a
particular class as permitted by this Section 3, notice of redemption shall be
given to the holders of all outstanding Warrants of such class by mailing, by
first class mail, a notice of such redemption not less than thirty (30) days
prior to the date fixed by the Company for redemption to their last addresses as
they shall appear upon the Warrant registry books, but failure to give such
notice by mailing to the holder of any Warrant of such class, or any defect
therein, shall not affect the validity of the proceedings for the redemption of
any other Warrants of such class. Such notice shall specify the date fixed for
redemption and the redemption price at which the Warrants of the particular
class are to be redeemed, and shall state that payment of the redemption price
of the Warrants will be made at the office of the Company, or any Warrant agent,
upon presentation and surrender of such Warrants within thirty (30) days
following the redemption date, shall also state that the right to exercise the
particular Warrants will terminate at the close of business on the business day
preceding
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the date fixed for redemption (stating the date of such termination) and shall
state the Exercise Price for the particular class of Warrants being redeemed.
4. Reservation and Listing of Shares. The Company hereby agrees that at all
times there shall be reserved for issuance and delivery upon exercise of the
Warrants, such number of shares of its Common Stock as shall be required for
issuance and delivery upon exercise of the Warrants. As long as the Warrants
shall be outstanding, the Company shall use its best efforts to cause all shares
of Common Stock issuable upon the exercise of the Warrants to be listed on
Nasdaq or a national securities exchange, if such shares of Common Stock, as a
class, are theretofore so listed.
5. Fractional Shares. No fractional shares or scrip representing fractional
shares shall be issued upon the exercise of the Warrants. Subject to Section
8(f) hereof, any fraction of a share called for upon any exercise hereof shall
be canceled.
6. Exchange, Transfer, Assignment or Loss of Warrant. The Warrants are
exchangeable, without expense, at the option of the Holder, upon presentation
and surrender of the Warrant Certificates evidencing such Warrants to the
Company at its office or at the office of its stock transfer agent, if any, for
other Warrants of different denominations entitling the Holder thereof to
purchase in the aggregate the same number of shares of Common Stock as are
purchasable thereunder at the same respective Exercise Price. Subject to Section
11 hereof, upon surrender of the Warrant Certificates to the Company at its
principal office or at the office of its stock transfer agent, if any, with a
duly executed Assignment Form which is annexed hereto and funds sufficient to
pay the applicable transfer tax, if any, the Company shall, without charge,
execute and deliver new Warrant Certificates in the name of the assignee named
in such instrument of assignment and the original Warrant Certificate shall
promptly be canceled. The Warrants may be divided or combined with other
Warrants which carry the same rights upon presentation of the Warrant
Certificate evidencing such Warrants at the office of the Company or at the
office of its stock transfer agent, if any, together with a written notice
signed by the Holder hereof specifying the names and denominations in which new
Warrant Certificates are to be issued. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of the
Warrants, and, in the case of loss, theft or destruction, of reasonably
satisfactory indemnification, and upon surrender and cancellation of the
Warrants, if mutilated, the Company will execute and deliver new Warrant
Certificates of like tenor and date. Any such new Warrant Certificates, when
executed and delivered, shall constitute an additional contractual obligation on
the part of the Company, whether or not the Warrant Certificates so lost,
stolen, destroyed, or mutilated shall be at any time enforceable by anyone.
7. Rights of the Holder. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder of the Company until exercise of any
Warrants.
8. Adjustments of Purchase Price and Number of Shares.
(a) Subdivision and Combination. In case the Company shall at any time
subdivide or combine the outstanding shares of Common Stock by way of
stock split, reverse stock split or the like, the Exercise Prices
shall forthwith be proportionately increased or decreased.
3
(b) Adjustment in Number of Shares. Upon each adjustment of the
Exercise Price pursuant to the provisions of this Section 8, the
number of Shares issuable upon the exercise of each Warrant shall be
adjusted to the nearest full Share by multiplying a number equal to
the Exercise Price in effect immediately prior to such adjustment by
the number of Shares issuable upon exercise of the Warrants
immediately prior to such adjustment and dividing the product so
obtained by the adjusted Exercise Price.
(c) Reclassification, Consolidation, Merger, etc. In case of any
reclassification or change of the outstanding shares of Common Stock
(other than a change in par value to no par value, or from no par
value to par value, or as a result of a subdivision or combination),
or in the case of any consolidation of the Company with, or merger of
the Company into, another corporation (other than a consolidation or
merger in which the Company is the surviving corporation and which
does not result in any reclassification or change of the outstanding
shares of Common Stock, except a change as a result of a subdivision
or combination of such shares or a change in par value, as aforesaid),
or in the case of a sale or conveyance to another corporation of all
or a substantial part of the property of the Company, the Holder shall
thereafter have the right to purchase the kind and number of shares of
stock and other securities and property receivable upon such
reclassification, change, consolidation, merger, sale or conveyance as
if the Holder were the owner of the shares of Common Stock underlying
the Warrants immediately prior to any such events at a price equal to
the product of (x) the number of shares issuable upon exercise of the
Warrants and (y) the Exercise Price in effect immediately prior to the
record date for such reclassification, change, consolidation, merger,
sale or conveyance as if such Holder had exercised the Warrants.
(d) Dividends and Other Distributions with Respect to Outstanding
Securities. In the event that the Company shall at any time prior to
the exercise of all Warrants declare a dividend (other than a dividend
consisting solely of shares of Common Stock or a cash dividend or
distribution payable out of current or retained earnings) or otherwise
distribute to its shareholders any monies, assets, property, rights,
evidences of indebtedness, securities (other than shares of Common
Stock), whether issued by the Company or by another person or entity,
or any other thing of value, the Holder of the unexercised Warrants
shall thereafter be entitled, in addition to the shares of Common
Stock or other securities receivable upon the exercise thereof, to
receive, upon the exercise of such Warrants, the same monies,
property, assets, rights, evidences of indebtedness, securities or any
other thing of value that they would have been entitled to receive at
the time of such dividend or distribution. At the time of any such
dividend or distribution, the Company shall make appropriate reserves
to ensure the timely performance of the provisions of this Subsection
8(d).
(e) Effect of Market Price of the Common Stock. At the time any of the
Common Stock issued to the Holder pursuant to the Offering initially
becomes publicly saleable (either pursuant to Rule 144 promulgated
under the Act or because a registration statement filed under the Act
covering such shares is declared effective by the Securities and
Exchange Commission), if the preceding 30 trading day average of the
closing prices of the Common Stock (as reported by the securities
exchange on which the Common Stock is then listed, Nasdaq, the
Bulletin Board, NQB or other reporting agency, as the case may be)
(the "Later Market Value") is less than the Class A Exercise Price,
then the Class A Exercise Price, Class B Exercise Price and
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Class C Exercise Price shall be adjusted to equal 100%, 125% and 150%,
respectively, of the Later Market Value (except that none of the
respective Exercise Prices may be reduced by more than one- third).
Any such readjustment in the Exercise Prices of the Warrants shall
only apply to the unexercised portion of the Warrants.
(f) Fractional Shares. As to any fraction of a share which the Holder
of the Warrants would be entitled to purchase upon exercise of the
Warrants, the Company shall pay, in lieu of such fractional interest,
an amount in cash equal to the current market value of such fractional
interest, to the nearest one-hundredth of a share computed on the
basis of the Market Price, as set forth below. The Holder, by his
acceptance hereof, expressly waives any right to receive any
fractional share of stock or fractional Warrant upon exercise of the
Warrants.
As used in this paragraph (f), the phrase "Market Price" at any date
shall be deemed to be the average of the last reported sale prices for
the last three (3) trading days prior to such date, in either case, as
officially reported by the principal securities exchange on which the
Common Stock is listed or admitted to trading or as reported in
Nasdaq, or, if the Common Stock is not listed or admitted to trading
on any national securities exchange or quoted on Nasdaq, the average
of the closing bid prices for the last three (3) trading days prior to
such date as furnished by the Bulletin Board or the National
Association of Securities Dealers, Inc., through Nasdaq or similar
organization if Nasdaq is no longer reporting such information, or if
the Common Stock is not quoted on Nasdaq, as determined in good faith
by resolution of the Board of Directors of the Company, based on the
best information available to it.
(g) Warrant Certificate After Adjustment. Irrespective of any change
pursuant to this Section 8 in the Exercise Price or in the number,
kind or class of shares or other securities or other property
obtainable upon exercise of the Warrants, the Warrants may continue to
express as the Exercise Price and as the number of shares obtainable
upon exercise, the same price and number of shares as are stated
herein.
(h) Statement of Calculation. Whenever the Exercise Price shall be
adjusted pursuant to the provisions of this Section 8, the Company
shall forthwith file at its principal office, a statement signed by an
executive officer of the Company specifying the adjusted Exercise
Price determined as above provided in such section. Such statement
shall show in reasonable detail the method of calculation of such
adjustment and the facts requiring the adjustment and upon which the
calculation is based. The Company shall forthwith cause a notice
setting forth the adjusted Exercise Price to be sent by certified
mail, return receipt requested, postage prepaid, to the Holder.
9. Definition of "Common Stock." For the purpose of the Warrants, the term
"Common Stock" shall mean, in addition to the class of stock designated as the
Common Stock, $.01 par value, of the Company on the date hereof, any class of
stock resulting from successive changes or reclassifications of the Common Stock
consisting solely of changes in par value, or from par value to no par value, or
from no par value to par value. If at any time, as a result of an adjustment
made pursuant to one or more of the provisions of Section 8 hereof, the shares
of stock or other securities or property obtainable upon exercise of the
Warrants shall include securities of the Company other than shares of Common
Stock or securities of another corporation, then thereafter the amount of such
other securities so obtainable shall be subject to adjustment from time to time
in a manner and upon terms as nearly equivalent as practicable to the provisions
with respect to Common Stock contained
5
in Section 8 hereof and all other provisions of the Warrants with respect to
Common Stock shall apply on like terms to any such other shares or other
securities.
10. Registration Under the Securities Act of 1933. The Warrant Shares
issuable upon exercise of the Warrants are subject to a Registration Rights
Agreement of even date herewith, the terms of which are incorporated by
reference into this Warrant Agreement as if such terms are set forth at length
herein.
11. Transfer to Comply with the Act. Neither Warrants nor the Warrant
Shares nor any other security issued or issuable upon exercise of the Warrants
may be sold or otherwise disposed of except as follows:
(a) to a person who, in the opinion of counsel for the Company, is a
person to whom the Warrants or Warrant Shares may legally be
transferred without registration and without the delivery of a current
prospectus under the Act with respect thereto and then only against
receipt of a letter from such person in which such person represents
that he is acquiring the Warrants or Warrant Shares for his own
account for investment purposes and not with a view to distribution
and provides any other information and representations required by the
Company, and in which such person agrees to comply with the provisions
of this Section 11 with respect to any resale or other disposition of
such securities; or
(b) to any person upon delivery of a prospectus then meeting the
requirements of the Act relating to such securities and the offering
thereof for such sale or disposition.
12. Notices to Warrant Holders. Nothing contained in this Agreement shall
be construed as conferring upon the Holder or Holders the right to vote or to
consent or to receive notice as a shareholder in respect of any meetings of
shareholders for the election of directors or any other matter, or as having any
rights whatsoever as a shareholder of the Company. If, however, at any time
prior to the expiration of the Warrants and their exercise, any of the following
events shall occur:
(a) The Company shall take a record of the holders of its shares of
Common Stock for the purpose of entitling them to receive a dividend
or distribution payable otherwise than in cash, or a cash dividend or
distribution payable otherwise than out of current or retained
earnings, as indicated by the accounting treatment of such dividend or
distribution on the books of the Company; or
(b) The Company shall offer to all the holders of its Common Stock any
additional shares of capital stock of the Company or securities
convertible into or exchangeable for shares of capital stock of the
Company, or any warrant, right or option to subscribe therefor; or
(c) A dissolution, liquidation or winding up of the Company (other
than in connection with a consolidation or merger) or a sale of all or
substantially all of its property, assets and business shall be
proposed; or
(d) There shall be any capital reorganization or reclassification of
the capital stock of the Company, or consolidation or merger of the
Company with another entity,
6
then, in any one or more of said events, the Company shall give
written notice of such event at least fifteen (15) days prior to the
date fixed as a record date or the date of closing the transfer books
for the determination of the shareholders entitled to such dividend,
distribution, convertible or exchangeable securities or subscription
rights, warrants or options, or entitled to vote on such proposed
dissolution, liquidation, winding up or sale. Such notice shall
specify such record date or the date of closing the transfer books, as
the case may be. Failure to give such notice or any defect therein
shall not affect the validity of any action taken in connection with
the declaration or payment of any such dividend or distribution, or
the issuance of any convertible or exchangeable securities or
subscription rights, warrants or options, or any proposed dissolution,
liquidation, winding up or sale.
13. Notices. (a) All communications under this Agreement shall be in
writing and shall be mailed by certified mail, postage prepaid, return receipt
requested, or telecopied with confirmation of receipt or delivered by hand or by
overnight delivery service:
If to the Company, at:
DCAP Group, Inc.
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Chairman
If to the Placement Agent at:
Aegis Capital Corp.
▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇
If to the Holder, to the address of such
Holder as it appears in the stock or warrant
ledger of the Company.
(b) Any notice so addressed, when mailed by registered or certified
mail shall be deemed to be given three days after so mailed, when
telecopied shall be deemed to be given when transmitted, or when
delivered by hand or overnight shall be deemed to be given when hand
delivered or on the day following deposit with the overnight delivery
service.
14. Successors. All the covenants and provisions of this Warrant Agreement
by or for the benefit of the Holder shall inure to the benefit of his successors
and assigns hereunder.
15. Termination. This Warrant Agreement will terminate on the earlier (a)
the expiration date of the Warrants or (b) the date all of the Warrants shall
have been exercised.
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16. Governing Law. This Warrant Agreement shall be deemed to be made under
the laws of the State of New York and for all purposes shall be construed in
accordance with the laws of said State, excluding choice of law principles
thereof.
17. Entire Agreement; Amendment; Waiver. This Warrant Agreement and all
attachments hereto and all incorporation by references set forth herein, set
forth the entire agreement and understanding between the parties as to the
subject matter hereof and merges and supersedes all prior discussions,
agreements and understandings of any and every nature among them. This Warrant
Agreement may be amended, the Company may take any action herein prohibited or
omit to take any action herein required to be performed by it, and any breach of
any covenant, agreement, warranty or representation may be waived, only if the
Company has obtained the written consent or waiver of the Holder. No course of
dealing between or among any persons having any interest in this Warrant
Agreement will be deemed effective to modify, amend or discharge any part of
this Warrant Agreement or any rights or obligations of any person under or by
reason of this Warrant Agreement.
DCAP GROUP, INC.
By:-------------------------
Name:
Title:
Dated:
--------------, 1999
Attest:
---------------------
8
WARRANT AGREEMENT SIGNATURE PAGE
FOR INDIVIDUALS:
-----------------------------
(Print Name)
-----------------------------
(Print Name, if more than one subscriber)
Dated: , 1999
------------ -----------------------------
(Signature)
------------------------------
(Signature, if more than one subscriber)
FOR CORPORATIONS:
-----------------------------
Name of Company
-----------------------------
Name and Title of Executive
Officer executing Questionnaire
Dated: , 1999
------------ -----------------------------
Signature of Officer
FOR PARTNERSHIPS:
-----------------------------
Name of Partnership
-----------------------------
Name of General Partner executing
Questionnaire
Dated: , 1999
------------ -----------------------------
Signature of General Partner
executing Questionnaire
9
WARRANT AGREEMENT SIGNATURE PAGE
FOR TRUSTS:
-----------------------------
Name of Trust
-----------------------------
Name of Authorized Trustee
Executing Questionnaire
Dated: , 1999
------------ -----------------------------
Signature of Authorized
Trustee
FOR QUALIFIED PENSION PLANS:
-----------------------------
Name of Qualified Pension Plan
and
-----------------------------
Name of Plan Fiduciary
executing Questionnaire
Dated: , 1999
------------ -----------------------------
Signature of Plan Fiduciary
executing Questionnaire
or
----------------------------
Name of Plan Beneficiary
executing Questionnaire
and
Dated: , 1999
------------ -----------------------------
Signature of Plan Beneficiary
executing Questionnaire
10
DCAP GROUP, INC.
CLASS A WARRANT ASSIGNMENT FORM
(To be signed only upon assignment of Warrant)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
(Name and address of assignee must be printed or typewritten)
the rights of the undersigned with respect to the Class A Warrant Certificate
surrendered herewith to the extent of _____________________ (_______) shares of
Common Stock, $.01 par value per share, of DCAP Group, Inc. (the "Company"),
hereby irrevocably constituting and appointing _______________, attorney to make
such transfer on the books of the Company, with full power of substitution in
the premises.
Dated: -----------------------------------
--------------, ---- Signature of Registered Holder
Signature(s) Guaranteed: -----------------------------------
Signature of Registered Holder, if
more than one
-------------------------
-----------------------------------
Name of Registered Holder
-----------------------------------
Name of Registered Holder, if more
than one
Note: The above
signature(s) must
correspond with the
name(s) as it (they)
appear(s) upon the
Warrant Certificate
in every particular,
without alteration or
enlargement or any
change whatever.
DCAP GROUP, INC.
CLASS B WARRANT ASSIGNMENT FORM
(To be signed only upon assignment of Warrant)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Name and address of assignee must be printed or typewritten)
the rights of the undersigned with respect to the B Warrant Certificate
surrendered herewith to the extent of _____________________ (_______) shares of
Common Stock, $.01 par value per share, of DCAP Group, Inc. (the "Company"),
hereby irrevocably constituting and appointing _______________, attorney to make
such transfer on the books of the Company, with full power of substitution in
the premises.
Dated:
-------------, ---- ----------------------------------
Signature of Registered Holder
Signature(s) Guaranteed:
----------------------------------
Signature of Registered Holder, if
more than one
-------------------------
----------------------------------
Name of Registered Holder
----------------------------------
Name of Registered Holder, if more
than one
Note: The above
signature(s) must
correspond with the
name(s) as it (they)
appear(s) upon the
Warrant Certificate
in every particular,
without alteration or
enlargement or any
change whatever.
DCAP GROUP, INC.
CLASS C WARRANT ASSIGNMENT FORM
(To be signed only upon assignment of Warrant)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
(Name and address of assignee must be printed or typewritten)
the rights of the undersigned with respect to the Class C Warrant Certificate
surrendered herewith to the extent of _____________________ (_______) shares of
Common Stock, $.01 par value per share, of DCAP Group, Inc. (the "Company"),
hereby irrevocably constituting and appointing _______________, attorney to make
such transfer on the books of the Company, with full power of substitution in
the premises.
Dated:
-------------, ---- ---------------------------------
Signature of Registered Holder
Signature(s) Guaranteed:
---------------------------------
Signature of Registered Holder, if
more than one
------------------------- ----------------------------------
Name of Registered Holder
----------------------------------
Name of Registered Holder, if more
than one
Note: The above
signature(s) must
correspond with the
name(s) as it (they)
appear(s) upon the
Warrant Certificate
in every particular,
without alteration or
enlargement or any
change whatever.
DCAP GROUP, INC.
CLASS A WARRANT EXERCISE FORM
The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the Class A Warrant Certificate for, and to purchase thereunder,
__________ shares of Common Stock, $.01 par value per share, of DCAP Group, Inc.
(the "Shares"), and requests that certificates for the Shares be issued in the
name of: _____________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print name, address and social security number)
and, if said number of Shares shall not be all the Shares purchasable
thereunder, that a new Class A Warrant Certificate for the balance of the Shares
purchasable under the Class A Warrant be registered in the name of the
undersigned Warrantholder or his or her Assignee as below indicated and
delivered to the address stated below.
Dated:________________, ____
Name of Warrantholder or Assignee: ____________________________________
(Please print)
Address: ________________________________________________________
_________________________________________________________
_________________________________________________________
------------------------------
Signature of Registered Holder
------------------------------
Signature of Registered Holder, if
more than one
------------------------------
Signature(s) Guaranteed: Name of Registered Holder
------------------------------
Name of Registered Holder, if more
------------------------- than one
Note: The above signature(s) must correspond with the name(s)
as it (they) appears upon the Warrant Certificate in every
particular, without alteration or enlargement or any
change whatever.
DCAP GROUP, INC.
CLASS B WARRANT EXERCISE FORM
The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the Class B Warrant Certificate for, and to purchase thereunder,
__________ shares of Common Stock, $.01 par value per share, of DCAP Group, Inc.
(the "Shares"), and requests that certificates for the Shares be issued in the
name of: _____________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print name, address and social security number)
and, if said number of Shares shall not be all the Shares purchasable
thereunder, that a new Class B Warrant Certificate for the balance of the Shares
purchasable under the Class B Warrant be registered in the name of the
undersigned Warrantholder or his or her Assignee as below indicated and
delivered to the address stated below.
Dated:________________, ____
Name of Warrantholder or Assignee: ____________________________________
(Please print)
Address: ________________________________________________________
_________________________________________________________
_________________________________________________________
------------------------------
Signature of Registered Holder
------------------------------
Signature of Registered Holder, if
more than one
------------------------------
Signature(s) Guaranteed: Name of Registered Holder
------------------------------
_________________________ Name of Registered Holder, if more
than one
Note: The above signature(s) must correspond with the name(s)
as it (they) appears upon the Warrant Certificate in every
particular, without alteration or enlargement or any
change whatever.
DCAP GROUP, INC.
CLASS C WARRANT EXERCISE FORM
The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the Class C Warrant Certificate for, and to purchase thereunder,
__________ shares of Common Stock, $.01 par value per share, of DCAP Group, Inc.
(the "Shares"), and requests that certificates for the Shares be issued in the
name of: _____________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print name, address and social security number)
and, if said number of Shares shall not be all the Shares purchasable
thereunder, that a new Class C Warrant Certificate for the balance of the Shares
purchasable under the Class C Warrant be registered in the name of the
undersigned Warrantholder or his or her Assignee as below indicated and
delivered to the address stated below.
Dated:________________, ____
Name of Warrantholder or Assignee: ____________________________________
(Please print)
Address: ________________________________________________________
________________________________________________________
________________________________________________________
------------------------------
Signature of Registered Holder
------------------------------
Signature of Registered Holder, if
more than one
------------------------------
Signature(s) Guaranteed: Name of Registered Holder
------------------------------
_________________________ Name of Registered Holder, if more
than one
Note: The above signature(s) must correspond with the name(s)
as it (they) appears upon the Warrant Certificate in every
particular, without alteration or enlargement or any
change whatever.