EXHIBIT 10.57
NEITHER THIS WARRANT NOR THE SHARES UNDERLYING THIS WARRANT MAY BE SOLD,
ASSIGNED, TRANSFERRED, CONVEYED, PLEDGED, HYPOTHECATED, ENCUMBERED OR OTHERWISE
DISPOSED OF UNLESS (A) THEY ARE COVERED BY A REGISTRATION STATEMENT OR
POST-EFFECTIVE AMENDMENT THERETO, EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR (B) SUCH SALE, ASSIGNMENT, TRANSFER, CONVEYANCE, PLEDGE,
HYPOTHECATION, ENCUMBRANCE OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF
SECTION 5 OF THAT ACT.
GROUP LONG DISTANCE, INC.
WARRANT TO PURCHASE 250,000 SHARES OF COMMON STOCK
FOR VALUE RECEIVED, ▇▇▇▇▇ ▇▇▇▇▇▇ or his transferees or assigns (the
"Holder"), is entitled to purchase, subject to the provisions hereof, from GROUP
LONG DISTANCE, INC., a Florida corporation ("GLDI"), an aggregate of Two Hundred
Fifty Thousand (250,000) fully paid, validly issued and non-assessable shares of
common stock, no par value (the "Common Stock"), of GLDI (the "Shares"), at a
price per share equal to the greater of (a) one hundred twenty percent (120%) of
the last closing market price of the shares of Common Stock prior to the date
hereof or (b) One and One-Quarter Dollars ($1.25). The right to purchase an
aggregate of Two Hundred Fifty Thousand (250,000) Shares pursuant to this
Warrant is exercisable, in whole or in part, on of before April 30, 2011 as
follows:
(a) in the period from May 1, 2002 through April 30, 2011, the
Holder may purchase up to Eighty-Three Thousand (83,000) Shares;
(b) in the period from May 1, 2003 through April 30, 2011, the
Holder may purchase up to an additional Eighty-Three Thousand (83,000) Shares;
and
(c) in the period from May 1, 2004 and through April 30, 2011, the
Holder may purchase up to an additional Eighty-Four Thousand (84,000) Shares.
The Shares deliverable upon exercise of this Warrant (including any adjusted
number of Shares issuable pursuant to the provisions of this Warrant) are
hereinafter sometimes referred to as "Warrant Shares" and the exercise price per
Share in effect at any time and as adjusted from time to time is hereinafter
sometimes referred to as the "Exercise Price." This Warrant and all warrants
issued upon transfer, division or in substitution thereof are hereinafter
sometimes referred to as the "Warrants."
1. Exercise of Warrant. This Warrant may be exercised by presentation
and surrender to GLDI at its principal office, or at the office of its principal
stock transfer agent, with the Purchase Form annexed hereto duly executed and
accompanied by payment of the Exercise Price for the Warrant Shares. Payment
shall be made by wire transfer or by certified or official bank check. As soon
as practicable after the exercise of this Warrant, and in any event within five
New York Stock Exchange, Inc. trading days, GLDI shall issue and deliver to the
Holder a certificate or certificates representing the number of Shares issuable
upon the exercise of this Warrant (or such lesser number as shall be indicated
on the Purchase Form), registered in the name of the Holder or his designee.
Such certificate(s) shall bear a restrictive legend restricting the
transferability of such shares under the Securities Act of 1933, as amended (the
"Act"), in the event the shares have not been registered under the Act pursuant
to paragraph (h) below prior to their issuance. If this Warrant is exercised
only in part, GLDI also shall issue and deliver to the Holder a new Warrant,
substantially in the form of this Warrant, covering the number of Warrant Shares
which then are issuable hereunder. Upon receipt by GLDI of this Warrant at its
office, or by the principal stock transfer agent of GLDI at its office, in
proper form for exercise, the Holder shall as of that date be deemed to be the
holder of record of the number of Warrant Shares specified in the Purchase Form.
GLDI shall pay any and all documentary stamp or similar issue or transfer taxes
payable in respect of the issue or delivery of Warrant Shares on exercise of
this Warrant.
2. Reservation of Shares. At all times from and after May 1, 2002, GLDI
shall reserve and keep available, free from pre-emptive rights, out of its
authorized but unissued capital stock, for issuance on exercise of this Warrant,
such number of Shares as shall be required for issuance and delivery upon
exercise of this Warrant.
3. Fractional Shares. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant.
4. Transfer of Warrant. This Warrant may be transferred in whole or in
part only in accordance with the terms of the restrictive legend appearing on
the first page of this Warrant.
5. Loss or Destruction of Warrant. Upon receipt by GLDI of evidence
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, GLDI will execute and deliver a new Warrant of like tenor
and date. Any such new Warrant executed and delivered shall not constitute an
additional contractual obligation on the part of GLDI, whether or not this
Warrant so lost, stolen, destroyed, or mutilated shall be at any time
enforceable by anyone.
6. Rights of the Holder. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder in GLDI, either at law or equity, and
the rights of the Holder are limited to those expressed in this Warrant and are
not enforceable against GLDI except to the extent set forth herein.
7. Anti-Dilution Rights.
(a) If at any time after the date hereof GLDI declares or authorizes
any dividend (other than a cash dividend), stock split, reverse stock split,
combination, exchange of Shares, or there occurs any recapitalization,
reclassification (including any consolidation or merger), sale or acquisition of
property or stock, reorganization or liquidation, or if the outstanding Shares
are changed into the same or a different number of Shares of the same or another
class or classes of stock of GLDI, then GLDI shall cause effective provision to
be made so that the Holder shall, upon exercise of this Warrant following such
event, be entitled to receive the number of shares of stock or other securities
or the cash or property of GLDI (or of the successor corporation or other entity
resulting from any consolidation or merger) to which the Warrant Shares (and any
other securities) deliverable upon the exercise of this Warrant would have been
entitled if this Warrant had been exercised immediately prior to the earlier of
(i) such event and (ii) the record date, if any, set for determining the
stockholders entitled to participate in such event, and the Exercise Price shall
be adjusted appropriately so that the aggregate amount payable by the Holder
hereof upon the full exercise of this Warrant remains the same. GLDI shall not
effect any recapitalization, reclassification (including any consolidation or
merger) unless, upon the consummation thereof, the successor corporation or
entity shall assume by written instrument the obligation to deliver to the
Holder hereof the shares of stock, securities, cash or property that the holder
shall be entitled to acquire in accordance with the foregoing provisions, which
instrument shall contain provisions calculated to ensure for the Holder, to the
greatest extent practicable, the benefits provided for in this Warrant.
(b) If GLDI shall distribute to all of the holders of shares of
GLDI's Common Stock evidences of indebtedness or rights, options or warrants or
other securities exercisable or convertible into or exchangeable for shares of
GLDI's Common Stock, then the Holder shall receive the indebtedness or
securities which would be receivable in such transaction by a holder or holders
of the number of shares of GLDI's Common Stock into which the Warrant, as
applicable, entitled the Holder thereof to purchase immediately prior to such
distribution.
(c) If pursuant to the provisions of this Section 7 the Holder would
be entitled to receive shares of stock or other securities upon the exercise of
this Warrant in addition to the Shares issuable upon exercise of this Warrant,
then GLDI shall at all times reserve and keep available sufficient shares of
other securities to permit GLDI to issue such additional shares or other
securities upon the exercise of this Warrant.
(d) GLDI shall at any time if so requested by the Holder furnish a
written summary of all adjustments made pursuant to this Section 7 promptly
following any such request.
8. Registration of Warrant and Warrant Shares.
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(a) Commencing one year from and after the date hereof, the holder
shall have the right at any time and from time to time to require GLDI to
register this Warrant and the Warrant Shares for resale to the public under the
Securities Act of 1933, as amended, and any applicable state securities or blue
sky laws. Any request for such registration shall be made by delivery of written
notice to GLDI.
(b) The Holder shall promptly furnish to GLDI such information as
GLDI shall reasonably request to enable it to prepare and file any and all
required registration statements and amendments thereto.
(c) In no event shall GLDI be obligated to engage any investment
banking firm or broker-dealer in connection with the registration of this
Warrant and the Warrant Shares, nor shall GLDI bear the cost of any discounts,
commissions or other expenses of any investment banking firm or broker-dealer
related to the sale or transfer by the Holder of this Warrant and the Warrant
Shares, or of any attorney engaged by the Holder.
(d) If GLDI determines to cause an underwritten offering of this
Warrant or the Warrant Shares, then the Holder may not participate in any
registration related to such underwritten offering, unless the Holder (i) agrees
to sell or transfer this Warrant and the Warrant Shares on the basis provided in
underwriting arrangements as shall be approved by GLDI, (ii) agrees to such
lock-up arrangements as shall be determined by the managing underwriter or
underwriter(s) in consultation with GLDI and as shall be approved by GLDI and
(iii) completes and executes on a timely basis all questionnaires, powers of
attorney, indemnities, underwriting agreements, lock-up agreements and other
agreements and documents required under the terms of such underwriting
arrangements.
9. Survival. Any obligation of GLDI under this Warrant, the complete
performance of which may require performance beyond the term of this Warrant,
shall survive the expiration of such term.
10. Amendments and Waivers. The respective rights and obligations of
GLDI and the Holder may be modified or waived only by a writing executed by the
party against whom the amendment or waiver is to be enforced.
11. Miscellaneous Provisions.
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(a) This Warrant shall be governed by, and shall be construed and
interpreted in accordance with, the laws of the State of Florida, without giving
effect to the principles of conflicts of law thereof.
(b) This Warrant constitutes the entire agreement between the
parties with respect to the subject matter hereof and supersedes all prior
agreements, understandings, negotiations and arrangements, both oral and
written, between the parties with respect to such subject matter.
(c) This Warrant shall be for the benefit of, and shall be binding
upon, the parties hereto and their respective heirs, executors, personal
representatives, legal representatives, successors and assigns.
(d) The invalidity of any one or more of the words, phrases,
sentences, clauses or sections contained in this Warrant shall not affect the
enforceability of the remaining portions of this Agreement or any part hereof,
all of which are inserted conditionally on their being valid in law. If any one
or more of the words, phrases, sentences, clauses or sections contained in this
Warrant shall be declared invalid by any court of competent jurisdiction, then,
in any such event, this Warrant shall be construed as if such invalid word or
words, phrase or phrases, sentence or sentences, clause or clauses, or section
or sections had not been inserted.
(e) The headings contained in this Warrant are for reference
purposes only and shall not affect in any way the meaning or interpretation of
any or all of the provisions hereof.
(f) This Warrant may be executed in any number of counterparts and
by the separate parties in separate counterparts, each of which shall be deemed
to constitute an original and all of which shall be deemed to constitute the one
and the same instrument.
IN WITNESS WHEREOF, GLDI has caused this Warrant to be executed and
delivered by its undersigned officer thereunto duly authorized on April 13,
2001.
GROUP LONG DISTANCE, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇, President
and Chief Operating Officer
PURCHASE FORM
The undersigned hereby irrevocably elects to exercise the within
Warrant as to Shares and hereby makes payment of $ ___________ in payment of the
actual exercise price thereof.
INSTRUCTIONS FOR REGISTRATION OF COMMON STOCK:
Name:
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(Please typewrite or print in block letters)
Address:
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Signature:
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ASSIGNMENT FORM
FOR VALUE RECEIVED,
hereby sells, assigns and transfer unto
Name:
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(Please typewrite or print in block letters)
Address:
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the right to purchase Shares represented by this Warrant to the extent of Shares
as to which such right is exercisable and does hereby irrevocably constitute and
appoint _________ Attorney, to transfer the same on the books of GLDI with full
power of substitution in the premises.
Dated:
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Signature:
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