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Exhibit 10.24
WARRANT
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF,
BY PURCHASING SUCH SECURITIES AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH
SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE
COMPANY, (B) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT
PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, OR (C) IF REGISTERED UNDER THE
1933 ACT AND APPLICABLE STATE SECURITIES LAWS. IN ADDITION, A SECURITIES
PURCHASE AGREEMENT, REGISTRATION RIGHTS AGREEMENT, LETTER AGREEMENT AND SECURITY
AGREEMENT, EACH DATED AS OF THE DATE HEREOF, COPIES OF WHICH MAY BE OBTAINED
FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAIN CERTAIN ADDITIONAL
AGREEMENTS AMONG THE PARTIES.
WARRANT TO PURCHASE
COMMON STOCK, PAR VALUE $.01 PER SHARE
OF AHT CORPORATION
This certifies that, for value received, Cybear, Inc. or registered
assigns (the "Warrantholder"), is entitled to purchase from AHT CORPORATION (the
"Company"), subject to the provisions of this Warrant, at any time and from time
to time until 5:00 p.m. Eastern Standard Time on March 31, 2005, three hundred
thousand (300,000) shares of the Company's Common Stock, par value $.01 per
share (the "Warrant Shares"). The purchase price payable upon the exercise of
this Warrant shall be $4.34 per Warrant Share. The Warrant Price and the number
of Warrant Shares which the Warrantholder is entitled to purchase is subject to
adjustment upon the occurrence of the contingencies set forth in Section 3 of
this Warrant; as adjusted from time to time, such purchase price is hereinafter
referred to as the "Warrant Price."
This Warrant, evidencing the right to purchase Common Stock of the
Company, is referred to in, among other agreements, that Securities Purchase
Agreement (the "Purchase Agreement") and the Registration Rights Agreement each
dated March 27, 2000, between the Company and the Warrantholder (collectively,
the "Agreements"). The Agreements contain certain additional agreements among
the parties with respect to the terms of this Warrant. All such provisions are
an integral part of this Warrant and are incorporated herein by reference.
Capitalized terms used but not defined herein shall have the meanings set forth
in the Agreements.
This Warrant is subject to the following terms and conditions:
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1. Exercise of Warrant.
(a) This Warrant may be exercised in whole or in part but not for a
fractional share. Upon delivery of this Warrant at the offices of the Company or
at such other address as the Company may designate by notice in writing to the
registered holder hereof with the Subscription Form annexed hereto duly
executed, accompanied by payment of the Warrant Price for the number of Warrant
Shares purchased (in cash, by certified, cashier's or other check acceptable to
the Company, by Common Stock of the Company having a Market Value (as
hereinafter defined) equal to the aggregate Warrant Price for the Warrant Shares
to be purchased, or any combination of the foregoing), the registered holder of
this Warrant shall be entitled to receive a certificate or certificates for the
Warrant Shares so purchased. Such certificate or certificates shall be promptly
delivered to the Warrantholder. Upon any partial exercise of this Warrant, the
Company shall promptly execute and deliver a new Warrant of like tenor for the
balance of the Warrant Shares purchasable hereunder.
(b) In lieu of exercising this Warrant pursuant to Section 1(a), the
holder may elect to receive shares of Common Stock equal to the value of this
Warrant determined in the manner described below (or any portion thereof
remaining unexercised) upon delivery of this Warrant at the offices of the
Company or at such other address as the Company may designate by notice in
writing to the registered holder hereof with the Notice of Cashless Exercise
Form annexed hereto duly executed. In such event the Company shall issue to the
holder a number of shares of the Company's Common Stock computed using the
following formula:
X = Y (A-B)
______________
A
Where X = the number of shares of Common Stock
to be issued to the holder.
Y = the number of shares of Common Stock
purchasable under this Warrant (at the date of
such calculation).
A = the Market Value of the Company's Common
Stock on the business day immediately preceding
the day on which the Notice of Cashless
Exercise is received by the Company.
B = Warrant Price (as adjusted to the date of
such calculation).
(c) Subject to Section 7.9 of the Purchase Agreement, the Warrant
Shares deliverable hereunder shall, upon issuance, be fully paid and
non-assessable and the Company agrees that at all times during the term of this
Warrant it shall cause to be reserved for issuance such number of shares of its
Common Stock as shall be required for issuance and delivery upon exercise of
this Warrant.
(d) For purposes of this Warrant, the Market Value of a share of Common
Stock on any date shall be determined as follows:
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(i) If the Common Stock is listed on Nasdaq, the closing price
on the date of valuation;
(ii) If the Common Stock is listed on the New York Stock
Exchange or the American Stock Exchange, the closing price on such
exchange on the date of valuation;
(iii) If neither (i) nor (ii) apply but the Common Stock is
quoted in the over-the-counter market, another recognized exchange, on
the pink sheets or the OTC Bulletin Board, the mean between the high
reported "bid" prices thereof on the date of valuation; and
(iv) if the Common Stock is not traded on a national
securities exchange or in the over-the-counter market, the fair market
value of a share of Common Stock on such date as determined in good
faith by the Board of Directors.
If the Warrantholder disagrees with the determination of the Market Value of any
securities of the Company determined by the Board of Directors under Section
1(d)(iv), the Market Value of such securities shall be determined by an
independent appraiser acceptable to the Company and the holder (or, if they
cannot agree on such an appraiser, by an independent appraiser selected by each
of them, and Market Value shall be the median of the appraisals made by such
appraisers). If there is one appraiser, the cost of the appraisal shall be
shared equally between the Company and the holder. If there are two appraisers,
each of the Company and the holder shall pay for its own appraisal.
The Company will, at the time of the exercise, exchange or transfer of this
Warrant, upon the request of the registered Warrantholder hereof, acknowledge in
writing its continuing obligation to afford to such Warrantholder or transferee
any rights (including, without limitation, any right to registration of the
Company's shares of Common Stock) to which such Warrantholder or transferee
shall continue to be entitled after such exercise, exchange or transfer in
accordance with the provisions of this Warrant, provided that if the registered
Warrantholder of this Warrant shall fail to make any such request, such failure
shall not affect the continuing obligation of the Company to afford to such
Warrantholder or transferee any such rights.
2. Transfer or Assignment of Warrant.
(a) Any assignment or transfer of this Warrant shall be made by
surrender of this Warrant at the offices of the Company or at such other address
as the Company may designate in writing to the registered holder hereof with the
Assignment Form annexed hereto duly executed and accompanied by payment of any
requisite transfer taxes, and the Company shall, without charge, execute and
deliver a new Warrant of like tenor in the name of the assignee for the portion
so assigned in case of only a partial assignment, with a new Warrant of like
tenor to the assignor for the balance of the Warrant Shares purchasable.
(b) Prior to any assignment or transfer of this Warrant, the holder
thereof shall deliver an opinion of counsel to the Company to the effect that
the proposed transfer may be effected without registration under the Act.
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3. Adjustment of Warrant Price and Warrant Shares -- Anti-Dilution Provisions.
(a) (1) Except as hereinafter provided, in case the Company shall at
any time after the date hereof issue any shares of Common Stock (including
shares held in the Company's treasury) without consideration, then, and
thereafter successively upon each issuance, the Warrant Price in effect
immediately prior to each such issuance shall forthwith be reduced to a price
determined by multiplying the Warrant Price in effect immediately prior to such
issuance by a fraction:
(A) the numerator of which shall be the total
number of shares of Common Stock outstanding
immediately prior to such issuance, and
(B) the denominator of which shall be the total
number of shares of Common Stock outstanding
immediately after such issuance.
For the purposes of any computation to be made in accordance with the provisions
of this clause (1), the following provisions shall be applicable: (i) Shares of
Common Stock issuable by way of dividend or other distribution on any stock of
the Company shall be deemed to have been issued and to be outstanding at the
close of business on the record date fixed for the determination of stockholders
entitled to receive such dividend or other distribution and shall be deemed to
have been issued without consideration. Shares of Common Stock issued otherwise
than as a dividend or other distribution, shall be deemed to have been issued
and to be outstanding at the close of business on the date of issue; and (ii)
the number of shares of Common Stock at any time outstanding shall not include
any shares then owned or held by or for the account of the Company.
(2) In case the Company shall at any time subdivide or
combine the outstanding shares of Common
Stock, the Warrant Price shall forthwith be proportionately decreased in the
case of the subdivision or proportionately increased in the case of combination
to the nearest one cent. Any such adjustment shall become effective at the close
of business on the date that such subdivision or combination shall become
effective.
(b) In the event that the number of outstanding shares of Common Stock
is increased by a stock dividend payable in shares of Common Stock or by a
subdivision of the outstanding shares of Common Stock, which may include a stock
split, then from and after the time at which the adjusted Warrant Price becomes
effective pursuant to the foregoing Subsection (a) of this Section by reason of
such dividend or subdivision, the number of shares issuable upon the exercise of
this Warrant shall be increased in proportion to such increase in outstanding
shares. In the event that the number of outstanding shares of Common Stock is
decreased by a combination of the outstanding shares of Common Stock, then, from
and after the time at which the adjusted Warrant Price becomes effective
pursuant to such Subsection A of this Section by reason of such combination, the
number of shares issuable upon the exercise of this Warrant shall be decreased
in proportion to such decrease in outstanding shares.
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(c) In the event of an adjustment of the Warrant Price, the number of
shares of Common Stock (or reclassified stock) issuable upon exercise of this
Warrant after such adjustment shall be equal to the number determined by
dividing:
(1) an amount equal to the product of (i) the number of
shares of Common Stock issuable upon
exercise of this Warrant immediately prior to such adjustment, and (ii) the
Warrant Price immediately prior to such adjustment, by
(2) the Warrant Price immediately after such adjustment.
(d) In the case of (1) any reorganization or reclassification of the
outstanding shares of Common Stock (other than a change in par value, or from
par value to no par value, or from no par value to par value, or as a result of
a subdivision or combination) or (2) any consolidation of the Company with, or
merger of the Company with, another corporation, or in the case of any sale,
lease or conveyance of all, or substantially all, of the property, assets,
business and goodwill of the Company as an entity, the holder of this Warrant
shall thereafter have the right upon exercise to purchase the kind and amount of
shares of stock and other securities and property receivable upon such
reorganization, reclassification, consolidation, merger or sale by a holder of
the number of shares of Common Stock which the holder of this Warrant would have
received had all Warrant Shares issuable upon exercise of this Warrant been
issued immediately prior to such reorganization, reclassification,
consolidation, merger or sale, at a price equal to the Warrant Price then in
effect pertaining to this Warrant (the kind, amount and price of such stock and
other securities to be subject to adjustment as herein provided). The Company
shall not effect a transaction of the type described in clause (2) of this
sub-paragraph (D) unless upon or prior to the consummation thereof, the
Company's successor corporation, or if the Company shall be the surviving
company in any such transaction but is not the issuer of the shares of stock,
securities or other property to be delivered to the holders of the Company's
outstanding shares of Common Stock at the effective time thereof, then such
issuer, shall assume in writing the obligation hereunder to deliver to the
Warrantholder of this Warrant such shares of stock, securities, cash or other
property as such holder shall be entitled to purchase in accordance with the
provisions hereof.
(e) In case the Company shall, at any time prior to the expiration of
this Warrant and prior to the exercise thereof, dissolve, liquidate or wind up
its affairs, the Warrantholder shall be entitled, upon the exercise thereof, to
receive, in lieu of the Warrant Shares of the Company which it would have been
entitled to receive, the same kind and amount of assets as would have been
issued, distributed or paid to it upon such Warrant Shares of the Company, had
it been the holder of record of shares of Common Stock receivable upon the
exercise of this Warrant on the record date for the determination of those
entitled to receive any such liquidating distribution. After any such
dissolution, liquidation or winding up which shall result in any distribution in
excess of the Warrant Price provided for by this Warrant, the Warrantholder may
at its option exercise the same without making payment of the aggregate Warrant
Price and in such case the Company shall upon the distribution to said
Warrantholder consider that the aggregate Warrant Price has been paid in full to
it and in making settlement to said Warrantholder, shall deduct from the amount
payable to such Warrantholder an amount equal to the aggregate Warrant Price.
Except as otherwise expressly provided in the prior paragraph, in the event of
any dissolution of the Company following the transfer of all or substantially
all of its properties or assets, the Company, prior to such dissolution, shall
at its expense deliver or cause to be delivered the stock
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and other securities and property (including cash, where applicable) receivable
by the holders of the Warrants after the effective date of such dissolution
pursuant to this sub-paragraph (E) to a bank or trust company having its
principal office in New York City, as trustee for the holder or holders of the
Warrants.
(f) Except as otherwise expressly provided in this Section 2, upon any
reorganization, consolidation, merger or transfer (and any dissolution following
any transfer) referred to in this Section 2, this Warrant shall continue in full
force and effect and the terms hereof shall be applicable to the shares of stock
and other securities and property receivable on the exercise of this Warrant
after the consummation of such reorganization, consolidation or merger or the
effective date of dissolution following any such transfer, as the case may be,
and shall be binding upon the issuer of any such stock or other securities,
including, in the case of any such transfer, the person acquiring all or
substantially all of the properties or assets of the Company, whether or not
such person shall have expressly assumed the terms of this Warrant.
(g) In case the Company shall, at any time prior to the expiration of
this Warrant and prior to the exercise thereof make a distribution of assets
(other than cash) or securities of the Company to its stockholders (the
"Distribution") the Warrantholder shall be entitled, upon the exercise thereof,
to receive, in addition to the Warrant Shares it is entitled to receive, the
same kind and amount of assets or securities as would have been distributed to
it in the Distribution had it been the holder of record of shares of Common
Stock receivable upon exercise of this Warrant on the record date for
determination of those entitled to receive the Distribution.
(h) Irrespective of any adjustments in the number of Warrant Shares and
the Warrant Price or the number or kind of shares purchasable upon exercise of
this Warrant, this Warrant may continue to express the same price and number and
kind of shares as originally issued.
4. Officer's Certificate.
Whenever the number of Warrant Shares and the Warrant Price shall be
adjusted pursuant to the provisions hereof, the Company shall forthwith file at
its principal executive office an officers' certificate, signed by the Chairman
of the Board, President, or one of the Vice Presidents of the Company and by its
Chief Financial Officer or one of its Treasurers or Assistant Treasurers,
stating the adjusted number of Warrant Shares and the new Warrant Price
calculated to the nearest one hundredth and setting forth in reasonable detail
the method of calculation and the facts requiring such adjustment and upon which
such calculation is based. Each adjustment shall remain in effect until a
subsequent adjustment hereunder is required. A copy of such statement shall be
mailed to the Warrantholder at its address in the records of the Company in
accordance with the notice provision of the Securities Purchase Agreement. The
Company will forthwith mail a copy of each such certificate to each holder of a
Warrant, and will, on the written request at any time of any holder of a
Warrant, furnish to such holder a like certificate setting forth the Warrant
Price and the number and type of Shares at the time in effect and showing how it
was calculated.
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5. Charges, Taxes and Expenses.
The issuance of certificates for Warrant Shares upon any exercise of
this Warrant shall be made without charge to the Warrantholder for any tax or
other expense in respect to the issuance of such certificates, all of which
taxes and expenses shall be paid by the Company, and such certificates shall be
issued only in the name of the Warrantholder.
6. No Dilution or Impairment.
The Company will not, by amendment of its Articles of Incorporation or
By-laws, 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 terms of the
Warrants, but will at all times in good faith assist in the carrying out of all
such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the holders of the Warrants, as
specified herein and in the Securities Purchase Agreement, against dilution (to
the extent specifically provided herein) or other impairment. Without limiting
the generality of the foregoing, the Company (a) will not increase the par value
of any shares of stock receivable on the exercise of the Warrants above the
amount payable therefor on such exercise, and (b) will not effect a subdivision
or split up of shares or similar transaction with respect to any class of the
Common Stock without effecting an equivalent transaction with respect to all
other classes of Common Stock.
7. Notice of Record Date. In case of
(a) any taking by the Company of a record of the holders of any class
of its securities for the purpose of determining the holders thereof who are
entitled to receive any dividend or other distribution, or any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right, or
(b) any capital reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company or any transfer of all or
substantially all the assets of the Company to or consolidation or merger of the
Company with or any voluntary or involuntary dissolution, liquidation or winding
up of the Company, or
(c) events shall have occurred resulting in the voluntary or
involuntary dissolution, liquidation or winding up of the Company then and in
each such event the Company will mail or cause to be mailed to each holder of a
Warrant a notice specifying (i) the date on which any record is to be taken for
the purpose of any such dividend, distribution or right, and stating the amount
and character of such dividend, distribution or right, (ii) the date on which
any such reorganization, reclassification, recapitalization, transfer,
consolidation, merger, dissolution, liquidation or winding up is to take place,
and the time, if any is to be fixed, as of which the holders of record of Common
Stock shall be entitled to exchange their Common Stock for securities or other
property deliverable on such reorganization, reclassification, recapitalization,
transfer, consolidation, merger, dissolution, liquidation or winding up, and
(iii) the amount and character of any stock or other securities, or rights or
options with respect thereto, proposed to be issued or granted, the date of such
proposed issue or grant and the persons or class of persons to whom such
proposed issue or grant is to be offered or made. Such notice shall be mailed at
least thirty (30) days prior to the date specified in such notice on which any
such action is to be taken.
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8. Exchange of Warrants.
On surrender for exchange of any Warrant, properly endorsed, to the
Company, the Company, at its expense, will issue and deliver to or on the order
of the holder thereof a new Warrant or Warrants of like tenor, in the name of
such holder or as such holder (on payment by such holder or any applicable
transfer taxes) may direct, calling in the aggregate on the face or faces
thereof for the number of shares of Common Stock called for on the face or faces
of the Warrant or Warrants so surrendered.
9. Replacement of Warrants.
On receipt of evidence reasonably satisfactory to the Company of the
loss, theft, destruction or mutilation of any Warrant and, in the case of any
such loss, theft or destruction of any Warrant, on delivery of an indemnity
agreement or security reasonably satisfactory in form and amount to the Company
or, in the case of any such mutilation, on surrender and cancellation of such
Warrant, the Company, at its expense, will execute and deliver, in lieu thereof,
a new Warrant of like tenor.
10. Warrant Agent.
The Company may, by written notice to each holder of a Warrant, appoint
an agent having an office in New York, New York, for the purpose of issuing
shares of Common Stock on the exercise of the Warrants pursuant to Section 1,
exchanging Warrants pursuant to Section 7, and replacing Warrants pursuant to
Section 8, or any of the foregoing, and thereafter any such issuance, exchange
or replacement, as the case may be, shall be made at such office by such agent.
11. Remedies.
The Company stipulates that the remedies at law of the holder of this
Warrant in the event of any default or threatened default by the Company in the
performance of or compliance with any of the terms of this Warrant are not and
will not be adequate, and that such terms may be specifically enforced by a
decree for the specific performance of any agreement contained herein or by an
injunction against a violation of any of the terms hereof or otherwise.
12. Negotiability, Etc.
This Warrant is issued upon the following terms, to all of which each
Warrantholder or owner hereof by the taking hereof consents and agrees:
(a) (a)subject to the terms of Section 2 of this Warrant, title to this
Warrant may be transferred by endorsement (by the Warrantholder hereof executing
the form of assignment at the end hereof) and delivery in the same manner as in
the case of a negotiable instrument transferable by endorsement and delivery;
(b) (b)any person in possession of this Warrant properly endorsed is
authorized to represent himself as absolute owner hereof and is empowered to
transfer absolute title hereto by endorsement and delivery hereof to a bona fide
purchaser hereof for value; each prior taker or owner waives and renounces all
of his equities or rights in this Warrant in favor of each such
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bona fide purchaser, and each such bona fide purchaser shall acquire absolute
title hereto and to all rights represented hereby; and
(c) (c)until this Warrant is transferred on the books of the Company,
the Company may treat the register Warrantholder hereof as the absolute owner
hereof for all purposes, notwithstanding any notice to the contrary.
13. Notices.
All notices and other communications from the Company to the registered
Warrantholder of this Warrant shall be given in writing (unless otherwise
specified herein) and shall be effective upon personal delivery, via facsimile
(upon receipt of confirmation of error-free transmission) or two business days
following deposit of such notice with an internationally recognized courier
service, with postage prepaid and addressed, to such address as may have been
furnished to the Company in writing by such registered Warrantholder or, until
any such registered Warrantholder furnishes to the Company an address, then to,
and at the address of, the last registered Warrantholder of this Warrant who has
so furnished an address to the Company.
14. Miscellaneous.
(a) (a)The terms of this Warrant shall be binding upon and shall inure
to the benefit of any successors or assigns of the Company and of the holder or
holders hereof and of the shares of Common Stock issued or issuable upon the
exercise hereof.
(b) Except as otherwise set forth herein, no holder of this Warrant, as
such, shall be entitled to vote or receive dividends or be deemed to be a
stockholder of the Company for any purpose, nor shall anything contained in this
Warrant be construed to confer upon the holder of this Warrant, as such, any
rights of a stockholder of the Company or any right to vote, give or withhold
consent to any corporate action, receive notice of meetings, receive dividends
or subscription rights, or otherwise.
(c) Receipt of this Warrant by the holder hereof shall constitute
acceptance of an agreement to the foregoing terms and conditions.
(d) The Warrant and the performance of the parties hereunder shall be
construed and interpreted in accordance with the laws of the State of Delaware
and the parties hereunder consent and agree that the State and Federal Courts
which sit in Palm Beach County, Florida shall have exclusive jurisdiction with
respect to all controversies and disputes arising hereunder.
(e) This Warrant and any term hereof may be changed, waived, discharged
or terminated only by an instrument in writing signed by the party against which
enforcement of such change, waiver, discharge or termination is sought.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer and its corporate seal to be affixed hereto.
Dated: March 27, 2000
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AHT CORPORATION
BY: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
` ________________________
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chairman and Chief
Executive Officer
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SUBSCRIPTION FORM
(TO BE EXECUTED BY THE REGISTERED HOLDER
IF HE DESIRES TO EXERCISE THE WARRANT)
To:AHT CORPORATION
The undersigned hereby exercises the right to purchase
_________ shares of Common Stock, par value $.01 per share, covered by the
attached Warrant in accordance with the terms and conditions thereof, and
herewith makes payment of the Warrant Price for such shares in full. The
undersigned requests that a certificate for such shares of Common Stock be
registered in the name of _____________, whose address is
___________________________________________, and that such Certificate be
delivered to ____________ whose address is ____________________________.
_______________________________
NAME (please print)
_______________________________
SIGNATURE
(Signature must conform in all respects to the
name of the registered Warrantholder, as
specified on the face of the Warrant.)
_______________________________
SOCIAL SECURITY NUMBER (or Other
Identifying Number of Holder)
_______________________________
ADDRESS
DATED:
___________________
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NOTICE OF EXERCISE OF COMMON STOCK WARRANT
PURSUANT TO NET ISSUE ("CASHLESS") EXERCISE PROVISIONS
(TO BE EXECUTED BY THE REGISTERED WARRANTHOLDER IN
ADDITION TO THE SUBSCRIPTION FORM, IF HE DESIRES
TO EXERCISE THE WARRANT IN A CASHLESS EXERCISE)
AHT Corporation Aggregate Price of Warrant $_______
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇ Aggregate Price Being Exercised: $_______
Warrant Price (per share): $_______
Number of Shares of Common Stock
to be Issued Under this Notice: _______
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CASHLESS EXERCISE
Gentlemen:
The undersigned, registered holder of the Warrant to Purchase
Common Stock delivered herewith ("Warrant") hereby irrevocably exercises such
Warrant for, and purchases thereunder, shares of the Common Stock of AHT
CORPORATION, a Delaware corporation, as provided below. Capitalized terms used
herein, unless otherwise defined herein, shall have the meanings given in the
Warrant. The portion of the Aggregate Price (as hereinafter defined) to be
applied toward the purchase of Common Stock pursuant to this Notice of Exercise
is $________, thereby leaving a remainder Aggregate Price (if any) equal to
$________. Such exercise shall be pursuant to the net issue exercise provisions
of Section I. (b) of the Warrant; therefore, the holder makes no payment with
this Notice of Exercise. The number of shares to be issued pursuant to this
exercise shall be determined by reference to the formula in Section I.(b)of the
Warrant which requires the use of the Market Value (as defined in Section I.(d)
of the Warrant) of the Company's Common Stock in accordance with the provisions
thereof. To the extent the foregoing exercise is for less than the full
Aggregate Price of the Warrant, the remainder of the Warrant representing a
number of Shares equal to the quotient obtained by dividing the remainder of the
Aggregate Price by the Warrant Price (and otherwise of like form, tenor and
effect) may be exercised under Section I.(a) of the Warrant. For purposes of
this Notice the term "Aggregate Price" means the product obtained by multiplying
the number of shares of Common Stock for which the Warrant is exercisable times
the Warrant Price.
_______________________________
SIGNATURE
_______________________________
DATE:_______ ADDRESS
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ASSIGNMENT
(TO BE EXECUTED BY THE REGISTERED WARRANTHOLDER
IF HE DESIRES TO TRANSFER THE WARRANT)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _________________________________ (please print name and address of
transferee) the right to purchase shares of Common Stock of AHT CORPORATION,
evidenced by the within Warrant, and does hereby irrevocably constitute and
appoint __________________________ Attorney to transfer the said Warrant on the
books of the Company, with full power of substitution.
_______________________________
NAME (please print)
_______________________________
SIGNATURE
(Signature must conform in all respects to the
name of the registered Warrantholder, as
specified on the face of the Warrant.)
_______________________________
SOCIAL SECURITY NUMBER (or Other Identifying
Number of Holder)
IN THE PRESENCE OF:
__________________
