EXHIBIT 4.2
CLASS A WARRANT AGREEMENT
THIS CLASS A WARRANT AGREEMENT (this "Agreement") is made as of this
____ day of _______, 1999, by and among SPORTSTRAC SYSTEMS, INC. a Delaware
corporation (the "Company"), and AMERICAN STOCK TRANSFER & TRUST CO., a Delaware
corporation, as Warrant Agent (the "Warrant Agent").
W I T N E S S E T H
WHEREAS, the Company is engaging in an initial public offering (the
"Offering") pursuant to an underwriting agreement (the "Underwriting Agreement")
dated __________, 1999 between the Company and ▇▇▇▇▇▇▇▇▇ Financial Group, Inc.,
a ________ corporation ("▇▇▇▇▇▇▇▇▇"), of 585,000 units ("Offering Units") plus
an over-allotment option of 87,750 units, with each Offering Unit consisting of
one share of Common Stock and two Class A Warrants (each as hereinafter
defined); and
WHEREAS, as of the date hereof, the Company issued [______] Class A
Warrants as part of the Offering Units and, in connection therewith, issued to
▇▇▇▇▇▇▇▇▇ warrants (the "Underwriter Warrants") to purchase [_____] Offering
Units which if exercised will entitle ▇▇▇▇▇▇▇▇▇ to acquire [_____] shares of
Common Stock and [_____] Class A Warrants (such Class A Warrants to be referred
to as the "▇▇▇▇▇▇▇▇▇ Warrants") the Class A Warrants are to be governed by and
subject to this Agreement; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing to so act, in connection with the
issuance, registration, transfer, exchange, and redemption of the Class A
Warrants, the issuance of certificates representing the Class A Warrants, the
exercise of the Class A Warrants, and the rights of the Registered Holders (as
hereinafter defined);
NOW THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth and for the purpose of defining the terms and
provisions of the Class A Warrants and the certificates representing the Class A
Warrants and the respective rights and obligations thereunder of the Company,
the Registered Holders, and the Warrant Agent, the parties hereto agree as
follows:
SECTION 1. DEFINITIONS. As used herein, the following terms shall have
the following meanings, unless the context shall otherwise require:
(a) "Adjustment Certificate" shall have the meaning ascribed to it in
Section 9(f) hereof.
(b) "Class A Warrants" shall mean redeemable Common Stock purchase
warrants, each such Class A Warrant entitling the Registered Holder thereof to
purchase one share of Common Stock at the Exercise Price, all on the terms and
conditions set forth herein. The Class A Warrants shall include the ▇▇▇▇▇▇▇▇▇
Warrants which shall be exercisable at the separate Exercise Price as set forth
in the definition of Exercise Price.
(c) "Common Stock" shall mean stock of the Company of any class,
whether now or hereafter authorized, which has the right to participate in the
distribution of earnings and assets of the Company without limit as to amount or
percentage, which at the date hereof consists of 14,000,000 shares of Common
stock, $.01 par value.
(d) "Corporate Office" shall mean the office of the Warrant Agent (or
its successor) at which at any particular time its principal business shall be
administered, which office is located at the date hereof at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
(e) "Exercise Date" shall mean the date on which the Warrant Agent
shall have received both (i) the certificate representing a Class A Warrant,
with the exercise form thereon duly executed by the Registered Holder thereof or
his attorney duly authorized in writing, and (ii) payment in cash, or by
official bank or certified check made payable to the Company, of an amount in
lawful money of the United States of America equal to the Exercise Price of the
Class A Warrants being exercised.
(f) "Exercise Price" [1] with respect to all Class A Warrants other
than the ▇▇▇▇▇▇▇▇▇ Warrants shall mean the purchase price per share of Common
Stock to be paid upon exercise of each Class A Warrant in accordance with the
terms hereof, which price shall be $7.20, subject to adjustment from time to
time pursuant to the provisions of Section 9 hereof and [2] with respect to the
▇▇▇▇▇▇▇▇▇ Warrants shall mean the purchase price per share of Common Stock to be
paid upon exercise of each ▇▇▇▇▇▇▇▇▇ Warrant in accordance with the terms
hereof, which price shall be the lesser of [A] $11.88, subject to adjustment
from time to time pursuant to the provisions of Section 9 hereof, or [B] 165% of
the then effective Exercise Price under [1] of this subparagraph (f).
(g) "Expiration Date" shall mean 5:00 P.M. (New York time) on
______________, 2002, or the Redemption Date, whichever is earlier; provided
that if such date shall in the State of New York be a holiday or a day on which
banks are authorized or required to close then 5:00 P.M. (New York time) on the
next following day which in the State of New York is not a holiday or a day on
which banks are authorized or required to close. Upon notice to all Registered
Holders, the Company shall have the right to extend the Expiration Date.
(h) "Redemption Date" shall have the meaning ascribed to it in Section
8(a) hereof.
(i) "Redemption Notice" shall have the meaning ascribed to it in
Section 8(b) hereof.
(j) "Redemption Price" shall mean the price at which the Company may,
at its option, redeem the Class A Warrants in accordance with the terms hereof,
which price shall be $.10 per Class A Warrant.
(k) "Registered Holder" shall mean as to any Class A Warrant and as of
any particular date, the person in whose name the certificate representing the
Class A Warrant shall be registered on that date on the books maintained by the
Warrant Agent pursuant to Section 6.
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(l) "Transfer Agent" shall mean American Stock Transfer & Trust Co., as
the Company's transfer agent, or its authorized successor, as such.
(m) "Warrant Solicitation Fee" shall be ten percent (10%) of the
aggregate exercise price of the Class A Warrants (other than the ▇▇▇▇▇▇▇▇▇
Warrants) being exercised.
SECTION 2. CLASS A WARRANTS AND ISSUANCE OF CERTIFICATES REPRESENTING
CLASS A WARRANTS.
(a) A Class A Warrant initially shall entitle the Registered Holder of
the certificate representing such Class A Warrant to purchase one share of
Common Stock at the Exercise Price and in accordance with the terms hereof,
subject to modification and adjustment as provided in Section 9.
(b) Upon execution of this Agreement, certificates representing the
number of Class A Warrants sold by the Company as part of Offering Units in the
Offering shall be executed by the Company and delivered to the Warrant Agent
and, upon exercise of the Underwriter Warrants, certificates representing the
number of Class A Warrants issuable upon the exercise of the Underwriter
Warrants shall be executed by the Company and delivered to the Warrant Agent.
Upon written order of the Company signed by its President and by its Secretary,
the certificates representing Class A Warrants shall be countersigned, issued,
and delivered promptly by the Warrant Agent to the investors in the Offering and
to the holder of the Underwriter Warrants.
(c) From time to time, up to the Expiration Date, the Transfer Agent
shall countersign and deliver stock certificates in required whole number
denominations representing up to an aggregate of _________ shares of Common
Stock upon the exercise and surrender of Class A Warrants in accordance with
this Agreement.
(d) From time to time, up to the Expiration Date, the Warrant Agent
shall countersign and deliver certificates representing Class A Warrants in
required whole number denominations to the persons entitled thereto in
connection with any transfer or exchange permitted under this Agreement;
provided that no certificates shall be issued except (i) those initially issued
hereunder, (ii) those issued upon any transfer or exchange pursuant to Section
6; (iii) those issued in replacement of lost, stolen, destroyed, or mutilated
certificates pursuant to Section 7; and (iv) at the option of the Company, in
such form as may be approved by its Board of Directors, to reflect any
adjustment or change in the Exercise Price or the Redemption Price therefor made
pursuant to Sections 8 or 9 hereof.
SECTION 3. FORM AND EXECUTION OF CLASS A WARRANT.
(a) The certificates representing Class A Warrants (other than the
▇▇▇▇▇▇▇▇▇ Warrants) shall be substantially in the form attached hereto as
Exhibit A and the certificates representing the ▇▇▇▇▇▇▇▇▇ Warrants shall be
substantially in the form attached hereto as Exhibit B (the provisions of such
Exhibits are hereby incorporated herein) and may have such letters, numbers, or
other marks of identification or designation and such legends, summaries or
endorsements printed, lithographed,
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or engraved thereon as the Company may deem appropriate and as are not
inconsistent with the provisions of this Agreement, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or with
any rule or regulation of any national or over-the-counter market on which the
Class A Warrants may be listed. The certificates shall be dated the date of
issuance thereof (whether upon initial issuance, transfer, exchange or in lieu
of mutilated, lost, stolen, or destroyed certificates) and issued in registered
form.
(b) Certificates representing Class A Warrants shall be executed on
behalf of the Company by its President and by its Secretary, by manual
signatures or by facsimile signatures printed thereon, and shall have imprinted
thereon a facsimile of the Company's seal. Certificates representing Class A
Warrants shall be countersigned by the Warrant Agent, by manual signature or by
facsimile signature printed thereon, and shall not be valid for any purpose
unless so countersigned. In case any officer of the Company who shall have
signed any of the certificates representing Class A Warrants shall cease to be
an officer of the Company or to hold the particular office referenced in the
certificates before the date of issuance of the certificates or before
countersignature by the Warrant Agent and issue and delivery thereof, such
certificates may nevertheless be countersigned by the Warrant Agent, issued and
delivered with the same force and effect as though the person who signed such
warrant Certificates had not ceased to be an officer of the Company or to hold
such office. After countersignature by the Warrant Agent, certificates
representing Class A Warrants shall be delivered by the Warrant Agent to the
Registered Holder without further action by the Company.
SECTION 4. EXERCISE. Each Class A Warrant may be exercised, in whole or
in part, by the Registered Holder thereof at any time prior to the Expiration
Date, upon the terms and subject to the conditions set forth herein and in the
applicable certificate representing the Class A Warrant. A Class A Warrant shall
be deemed to have been exercised immediately prior to the close of business on
the Exercise Date and the person entitled to receive the Common Stock
deliverable upon such exercise shall be treated for all purposes as the holder
of such Common Stock upon the exercise of the Class A Warrant as of the close of
business on the Exercise Date. As soon as practicable on or after the Exercise
Date, the Warrant Agent shall deposit the proceeds received from the exercise of
a Class A Warrant and shall notify the Company in writing of the exercise of
such Class A Warrant. Promptly following, and in any event within five business
days after the date of such notice from the Warrant Agent, the Warrant Agent, on
behalf of the Company, shall cause to be issued and delivered by the Transfer
Agent, to the person or persons entitled to receive the following documents,
unless prior to the date of issuance of such documents, the Company shall
instruct the Warrant Agent to refrain from causing such issuance pending
clearance of checks received in payment of the Exercise Price pursuant to such
Class A Warrants:
(1) a certificate or certificates representing the number of
shares of Common Stock issuable by reason of such exercise in such
name(s) and such denomination(s) as specified on the applicable
exercise form; and
(2) a new certificate representing the applicable Class A
Warrants entitling the Registered Holder to purchase the number of
shares of Common Stock as to which the original certificate was not
exercised and reflecting any changes to the Exercise Price which
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have theretofore been effectuated and which certificate shall otherwise
be in form and substance identical to that delivered by the Registered
Holder to the Company for said exercise.
Upon the exercise of any Class A Warrant and clearance of the funds received,
the Warrant Agent shall promptly remit (i) the applicable Warrant Solicitation
Fee, if any, to ▇▇▇▇▇▇▇▇▇, and (ii) the balance of the payment received for the
Class A Warrant to the Company or as the Company may direct in writing.
SECTION 5. RESERVATION OF SHARES; LISTING; PAYMENT OF TAXES; ETC.
(a) The Company covenants that it will at all times reserve and keep
available out of its authorized Common Stock, solely for the purpose of issuance
upon exercise of Class A Warrants, such number of shares of Common Stock as
shall then be issuable upon the exercise of all outstanding Class A Warrants.
The Company covenants that all shares of Common Stock which shall be issuable
upon exercise of the Class A Warrants and payment of the Exercise Price therefor
shall, at the time of delivery, be duly and validly issued, fully paid,
nonassessable, and free from all taxes, liens, and charges with respect to the
issue thereof (other than those which the Company shall promptly pay or
discharge), and that upon issuance such shares shall be listed on each national
securities exchange or eligible for inclusion in each automated quotation
system, if any, on which the other shares of outstanding Common Stock of the
Company are then listed and eligible for inclusion.
(b) The Company covenants that if any securities to be reserved for the
purpose of exercise of Class A Warrants hereunder require registration with, or
approval of, any governmental authority under any federal securities law before
such securities may be validly issued or delivered upon such exercise or in
order to comply with federal securities laws, then the Company will endeavor to
secure such registration or approval in accordance with the terms of the
Placement Agent Agreement. The Company will use reasonable efforts to obtain
appropriate approvals or registrations under state "blue sky" securities laws.
Notwithstanding the foregoing, Class A Warrants may not be exercised by, or
shares of Common Stock issued to, any Registered Holder in any state in which
such exercise would be unlawful.
(c) The Company shall pay all documentary stamp or similar taxes and
other governmental charges that may be imposed with respect to the issuance of
Class A Warrants, or the issuance or delivery of any shares upon exercise of the
Class A Warrants; provided, however, that if the shares of Common Stock issuable
upon exercise of Class A Warrants are to be delivered in a name other than the
name of the Registered Holder of the certificate representing any Class A
Warrant being exercised, then no such delivery shall be made unless the person
requesting the same has paid to the Warrant Agent the amount of transfer taxes
or charges incident thereto, if any.
(d) The Warrant Agent is hereby irrevocably authorized to requisition
the Company's Transfer Agent from time to time for certificates representing
shares of Common Stock issuable upon exercise of the Class A Warrants, and the
Company will authorize the Transfer Agent to comply with all such proper
requisitions. Whenever the Warrant Agent and the Transfer Agent are
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not the same entity, the Company will file with the Warrant Agent a statement
setting forth the name and address of the Transfer Agent of the Company for
shares of Common Stock issuable upon exercise of the Class A Warrants.
SECTION 6. EXCHANGE AND REGISTRATION OF TRANSFER.
(a) Certificates representing Class A Warrants may be exchanged for
other certificates representing an equal aggregate number of Class A Warrants of
the same class or may be transferred in whole or in part. Certificates
representing Class A Warrants to be exchanged shall be surrendered to the
Warrant Agent at its Corporate Office, and upon satisfaction of the terms and
provisions hereof, the Company shall execute and the Warrant Agent shall
countersign, issue, and deliver in exchange therefor the certificate or
certificates representing Class A Warrants which the Registered Holder making
the exchange shall be entitled to receive.
(b) The Warrant Agent shall keep at its Corporate Office, subject to
such reasonable regulations as it may prescribe, books in which it shall
register certificates representing Class A Warrants and the transfer thereof in
accordance with its regular practice. Upon due presentment for registration of
transfer of a certificate representing Class A Warrants at its Corporate Office,
the Company shall execute promptly, and the Warrant Agent shall issue and
deliver promptly to the transferee or transferees, a new certificate or
certificates representing an equal aggregate number of Class A Warrants of the
same class.
(c) With respect to all certificates representing Class A Warrants
presented for registration of transfer, or for exchange or exercise, the
exercise form on the reverse thereof shall be duly endorsed, or be accompanied
by a written instrument or instruments of transfer and exercise, in form
satisfactory to the Company and the Warrant Agent, duly executed by the
Registered Holder or his attorney-in-fact duly authorized in writing.
(d) Any service charge imposed by the Warrant Agent for any exchange or
registration of transfer of certificates representing Class A Warrants shall be
borne by the Company; however, the Company may require payment by such
Registered Holder of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith.
(e) All certificates representing Class A Warrants surrendered for
exercise, registration, or transfer or for exchange in case of mutilated
certificates shall be promptly cancelled by the Warrant Agent and thereafter
retained by the Warrant Agent until termination of this Agreement or resignation
as Warrant Agent, or, disposed of or destroyed at the direction of the Company.
(f) Prior to due presentment for registration of transfer thereof, the
Company and the Warrant Agent may deem and treat the Registered Holder of any
certificate representing Class A Warrants as the absolute owner thereof and of
each Class A Warrant represented thereby (notwithstanding any notations of
ownership or writing thereon made by anyone other than a duly authorized officer
of the Company or the Warrant Agent) for all purposes and shall not be affected
by any notice to the contrary. Class A Warrants issuable as a part of an
Offering Unit will be
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immediately detachable from the Common Stock on the close of business _________,
2000, unless ▇▇▇▇▇▇▇▇▇ permits earlier separation, and transferable separately
therefrom.
SECTION 7. LOSS OR MUTILATION. Upon receipt by the Company and the
Warrant Agent of evidence satisfactory to them of the ownership of and loss,
theft, destruction, or mutilation of any certificate representing Class A
Warrants and (in case of loss, theft or destruction) of indemnity satisfactory
to them, and (in the case of mutilation) upon surrender and cancellation
thereof, the Company shall execute and the Warrant Agent shall (in the absence
of notice to the Company or Warrant Agent that the certificate has been acquired
by a bona fide purchaser) countersign and deliver to the Registered Holder in
lieu thereof a new certificate of like tenor representing an equal aggregate
number of Class A Warrants. Applicants for a substitute certificate representing
any Class A Warrants shall comply with such regulations and pay such other
reasonable charges as the Warrant Agent may prescribe.
SECTION 8. REDEMPTION OF CLASS A WARRANTS.
(a) Redemption. From and after ________________, 2000, all, but not
less than all, of the Class A Warrants may be redeemed, at the option of the
Company, on not less than thirty (30) days prior notice to the Registered
Holders, at the Redemption Price, provided that (i) the closing bid price for
the Common Stock for twenty (20) consecutive trading days prior to the date of
the Redemption Notice (as hereinafter defined), as quoted on any national stock
exchange or over-the-counter market, is at least $10.80 per share (the
"Redemption Price Requirement") and (ii) the notice and other requirements set
forth in Section 8(b) through 8(e) below are satisfied. The Redemption Price
Requirement shall automatically adjust on a pro rata basis upon any adjustment
of the Exercise Price pursuant to Section 9 below. The date fixed for redemption
of Class A Warrants is referred to herein as the "Redemption Date."
(b) If the conditions set forth above in this Section 8 are satisfied
and the Company desires to exercise its right to redeem the Class A Warrants,
the Company shall mail a notice of redemption (the "Redemption Notice") to each
Registered Holder, certified mail, return receipt requested, not later than the
30th day before the Redemption Date, at the Registered Holder's last address as
shall appear on the Warrant Agent's books maintained pursuant to Section 6
hereof.
(c) The Redemption Notice shall specify (i) the Redemption Price, (ii)
the Redemption Date, (iii) the place where certificates representing the
applicable Class A Warrants shall be delivered and the Redemption Price is to be
paid, and (iv) that the right to exercise the applicable Class A Warrants shall
terminate at 5:00 p.m. (New York time) on the business day immediately preceding
the Redemption Date. No failure to mail such notice nor any defect therein or in
the mailing thereof shall affect the validity of the proceedings for such
redemption unless the Redemption Notice was not mailed in the manner prescribed
in Section 8(b) or the Redemption Notice did not contain the information
required by this Section 8(c). An affidavit of the Warrant Agent or of the
Secretary or an Assistant Secretary of the Company that the Redemption Notice
has been mailed shall, in the absence of fraud, be prima facie evidence of the
facts stated therein.
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(d) Any right to acquire Common Stock pursuant to the exercise of the
applicable Class A Warrants shall terminate at 5:00 p.m. (New York time) on the
business day immediately preceding the Redemption Date. On and after the
Redemption Date, the Registered Holder shall have no further rights except to
receive, upon surrender of the certificate(s) representing Class A Warrants, the
Redemption Price.
(e) From and after the Redemption Date, the Company shall, at the place
specified in the Redemption Notice, upon presentation and surrender to the
Company by or on behalf of the Registered Holder of certificate(s) representing
the applicable Class A Warrants deliver or cause to be delivered to or upon the
written order of the Registered Holder a sum in cash equal to the Redemption
Price for each such Class A Warrant so presented and surrendered.
SECTION 9. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. The
Exercise Price and number of shares of Common Stock that may be purchased upon
exercise of each Class A Warrant shall be subject to adjustment from time to
time as set forth below.
(a) Adjustment for Stock Splits and Combinations. If the Company shall
at any time or from time to time after the date hereof effect a subdivision of
the outstanding Common Stock, the Exercise Price then in effect immediately
before that subdivision shall be proportionately decreased and the number of
shares of Common Stock that may be purchased upon exercise of each Class A
Warrant will be proportionately increased; conversely, if the Company shall at
any time or from time to time after the date hereof reduce the outstanding
shares of Common Stock by combination or otherwise, the Exercise Price then in
effect immediately before the combination shall be proportionately increased and
the number of shares of Common Stock proportionately decreased. Any adjustment
under this Section 9(a) shall become effective at the close of business on the
date the subdivision or combination becomes effective.
(b) Adjustment for Certain Dividends and Distributions of Stock. In the
event the Company at any time or from time to time after the date hereof shall
make or issue, or fix a record date for the determination of holders of Common
Stock entitled to receive, a dividend or other distribution payable in
additional shares of Common Stock, then and in each such event the Exercise
Price then in effect shall be decreased and the number of shares of Common Stock
that may be purchased upon exercise of each Class A Warrant will be increased by
the number of shares of Common Stock per share of Common Stock so distributed as
of the time of such issuance or, in the event such a record date shall have been
fixed, as of the close of business on such record date. The Exercise Price shall
be adjusted by multiplying the Exercise Price then in effect by a fraction:
(1) The numerator of which shall be the total number of shares
of Common Stock issued and outstanding immediately prior to the time of
such issuance or the close of business on such record date, and
(2) The denominator of which shall be the total number of
shares of Common Stock issued and outstanding immediately prior to the
time of such issuance or the close of business on such record date,
plus the number of shares of Common Stock issuable in payment of such
dividend or distribution; provided, however, if such record date shall
have
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been fixed and such dividend is not fully paid or if such distribution
is not fully made on the date fixed therefor, the Exercise Price shall
be recomputed accordingly as of the close of business on such record
date and thereafter the Exercise Price shall be adjusted pursuant to
this Section 9 as of the time of actual payment of such dividends or
distributions.
(c) Adjustment for Other Dividends and Distributions. In the event the
Company at any time or from time to time after the date hereof shall make or
issue or fix a record date for the determination of holders of Common Stock
entitled to receive, a dividend or other distribution payable in securities of
the Company other than shares of Common Stock, then and in each such event
provision shall be made so that the Registered Holder shall receive upon
exercise of a Class A Warrant in addition to the number of shares of Common
Stock receivable thereupon, the amount of such other securities of the Company
that it would have received had the Class A Warrant been exercised on the date
of such event and had thereafter, during the period from the date of such event
to and including the exercise date, retained such securities receivable by it as
aforesaid during such period giving application to all adjustments called for
during such period under this Agreement with respect to the rights of the
Registered Holder.
(d) Adjustment for Reclassification, Exchange or Substitution. If the
Common Stock issuable upon the exercise of the Class A Warrant shall be changed
into the same or a different number of shares of any class or classes of stock,
whether by reclassification, exchange, substitution or other change (other than
a reorganization, merger, consolidation or sale of assets provided for in
Section 9(e) below), then and in each such event, the Registered Holder shall
have the right thereafter to exercise the Class A Warrant into the kind and
amounts of shares of stock and other securities and property receivable upon
such reclassification, exchange, substitution or other change, by holders of the
number of shares of Common Stock into which the Class A Warrant might have been
exercised immediately prior to such reclassification, exchange, substitution, or
other change, all subject to further adjustment as provided herein.
(e) Reorganization, Mergers, Consolidations or Sales of Assets. If at
any time or from time to time there shall be a reorganization of the Common
Stock (other than a reclassification, exchange, or substitution of shares
provided for in Section 9(d) above) or a merger or consolidation of the Company
with or into another corporation, or the sale of all or substantially all the
Company's properties and assets to any other person, then, as a part of such
reorganization, merger, consolidation, or sale, provision shall be made so that
the Registered Holder shall thereafter be entitled to receive upon exercise of
the Class A Warrant, the number of shares of stock or other securities or
property of the Company or of the successor corporation resulting from such
reorganization, merger, consolidation, or sale, to which a holder of that number
of shares of Common Stock deliverable upon exercise of the Class A Warrant would
have been entitled on such reorganization, merger, consolidation, or sale. In
any such case, appropriate adjustment shall be made in the application of the
provisions of this Agreement with respect to the rights of the Registered Holder
after the reorganization, merger, consolidation, or sale to the end that the
provisions of this Agreement (including adjustment of the number of shares
issuable upon exercise of the Class A Warrant) shall be applicable after that
event as nearly equivalent as may be practicable.
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(f) Certificate of Adjustment. In each case of an adjustment or
readjustment of the Exercise Price, the Company, at its expense, shall prepare a
certificate showing such adjustment or readjustment signed by the duly elected
Treasurer or Chief Financial Officer of the Company (the "Adjustment
Certificate") and shall mail the Adjustment Certificate, by first class mail,
postage prepaid, to each Registered Holder at such Registered Holder's address
as shown in the books of the Warrant Agent maintained pursuant to Section 6
hereof. The Adjustment Certificate shall set forth such adjustment or
readjustment, including a brief summary of the facts upon which such adjustment
or readjustment is based including a statement of the Exercise Price, the
Redemption Price Requirement, and the number of shares of Common Stock or other
securities issuable upon exercise of each Class A Warrant immediately before and
after giving effect to the applicable adjustment or readjustment. No failure to
mail the Adjustment Certificate nor any defect therein or in the mailing thereof
shall affect the validity thereof except as to the Registered Holder to whom the
Company failed to mail such Adjustment Certificate, or except as to the
Registered Holder whose Adjustment Certificate was defective. The affidavit of
an officer of the Warrant Agent or the Secretary or an Assistant Secretary of
the Company that such Adjustment Certificate has been mailed shall, in the
absence of fraud, be prima facie evidence of the facts stated therein.
(g) No adjustment of the Exercise Price shall be made unless such
adjustment would require an increase or decrease of at least $.10 in the
Exercise Price; provided that any adjustments which by reason of this Section
9(g) are not required to be made shall be carried forward and shall be made at
the time of and together with the next subsequent adjustment which, together
with any adjustment(s) so carried forward, shall require an increase or decrease
of at least $.05 in the Exercise Price then in effect hereunder.
(h) As used in this Section 9, the term "Common Stock" shall mean and
include the Company's Common Stock authorized on the date of the original issue
of the Offering Units and shall also include any capital stock of any class of
the Company thereafter authorized which shall not be limited to a fixed sum or
percentage in respect of the rights of the holders thereof to participate in
dividends and in the distribution of assets upon the voluntary liquidation,
dissolution or winding up of the Company; provided, however, that the shares
issuable upon exercise of the Class A Warrants shall include only shares of such
class designated in the Company's Articles of Incorporation as Common Stock on
the date of the original issue of the Offering Units or (i) in the case of any
reorganization, change consolidation, merger, sale or conveyance of the
character referred to in Section 9(e) hereof, the stock, securities or property
provided for in Section 9(e) hereof or (ii) in the case of any reclassification
or change in the outstanding shares of Common Stock issuable upon exercise of
the Class A Warrant as a result of a subdivision or combination or consisting or
a change in par value, or from par value to no par value, or from no par value
to par value, such shares of Common Stock as so reclassified or changed.
(i) Any determination as to whether an adjustment in the Exercise Price
in effect hereunder is required pursuant to this Section 9, or as to the amount
of any such adjustment, if required, shall be binding upon all Registered
Holders and the Company if made in good faith by the Board of Directors of the
Company.
10
SECTION 10. REGISTERED HOLDERS OF CLASS A WARRANTS NOT DEEMED
STOCKHOLDERS. No holder of Class A Warrants shall, as such, be entitled to vote
or to receive dividends or be deemed the holder of Common Stock that may at any
time be issuable upon exercise of such Class A Warrants for any purpose
whatsoever, nor shall anything contained herein be construed to confer upon the
holder of Class A Warrants, as such, any of the rights of a stockholder of the
Company or any right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or withhold consent
to any corporate action (whether upon any recapitalization, issue, or
reclassification of stock, change of par value or change of stock to no par
value, consolidation, merger, or conveyance or otherwise), or to receive notice
of meetings, or to receive dividends or subscription rights, until such holder
shall have exercised such Class A Warrants an been issued shares of Common Stock
in accordance with the provisions hereof.
SECTION 11. RIGHTS OF ACTION. All rights of action with respect to this
Agreement are vested in the respective Registered Holders of the Class A
Warrants, and any Registered Holder of a Class A Warrant, without consent of the
Warrant Agent or of the holder of any other Class A Warrant, may, in his own
behalf and for his own benefit, enforce against the Company his right to
exercise his Class A Warrants for the purchase of shares of Common Stock in the
manner provided in the certificates representing Class A Warrants and this
Agreement.
SECTION 12. AGREEMENT OF REGISTERED HOLDER. Every Registered Holder, by
his acceptance thereof, consents and agrees with the Company, the Warrant Agent,
and every other Registered Holder that:
(a) The Class A Warrants are transferable only on the registry books of
the Warrant Agent by the Registered Holder thereof in person or by his attorney
duly authorized in writing and only if the certificates representing such Class
A Warrants are surrendered at the Corporate Office of the Warrant Agent, duly
endorsed or accompanied by a proper instrument of transfer satisfactory to the
Warrant Agent and the Company in their sole discretion, together with payment of
any applicable transfer taxes and otherwise strictly in accordance with Section
6 hereof; and
(b) The Company and the Warrant Agent may deem and treat the person in
whose name the certificate representing Class A Warrants is registered as the
holder and as the absolute, true and lawful owner of the Class A Warrants
represented thereby for all purposes, and neither the Company nor the Warrant
Agent shall be affected by any notice or knowledge to the contrary, except as
otherwise expressly provided in Section 7 hereof.
SECTION 13. CANCELLATION OF CERTIFICATES. If the Company shall purchase
or acquire any Class A Warrants, the certificates evidencing the same shall
thereupon be delivered to the Warrant Agent and cancelled by it and retired. The
Warrant Agent shall also cancel the certificates following exercise of any or
all of the Class A Warrants represented thereby or delivered to it for transfer,
split-up, combination, or exchange.
SECTION 14. CONCERNING THE WARRANT AGENT. The Warrant Agent acts
hereunder as agent and in a ministerial capacity for the Company, and its duties
shall be determined solely by the provisions hereof. The Warrant Agent shall
not, by issuing and delivering certificates representing
11
Class A Warrants or by any other act hereunder be deemed to make any
representations as to the validity, value, or authorization of the certificates
or the Class A Warrants represented thereby or of any securities or other
property delivered upon exercise of any Class A Warrant or whether any Common
Stock issued upon exercise of any Class A Warrant is fully paid and
nonassessable.
The Warrant Agent shall not at any time be under any duty or
responsibility to any Registered Holder to make or cause to be made any
adjustment of the Exercise Price or the Redemption Price provided in this
Agreement, or to determine whether any fact exists which may require any such
adjustments, or with respect to the nature or extent of any such adjustment,
when made, or with respect to the method employed in making the same. It shall
not (i) be liable for any recital or statement of facts contained herein or for
any action taken, suffered or omitted by it in reliance on any certificate
representing Class A Warrants or other document or instrument believed by it in
good faith to be genuine and to have been signed or presented by the proper
party or parties, (ii) be responsible for any failure on the part of the Company
to comply with any of its covenants and obligations contained in this Agreement
or in any certificate, or (iii) be liable for any act or omission in connection
with this Agreement except for its own negligence or wilful misconduct.
The Warrant Agent may at any time consult with counsel satisfactory to
it (who may be counsel for the Company) and shall incur no liability or
responsibility for any action taken, suffered or omitted by it in good faith in
accordance with the opinion or advice of such counsel.
Any notice, statement, instruction, request, direction, order, or
demand of the Company shall be sufficiently evidenced by an instrument signed by
the Chairman of the Board, President, any Vice President, its Secretary, or
Assistant Secretary (unless other evidence in respect thereof is herein
specifically prescribed). The Warrant Agent shall not be liable for any action
taken, suffered, or omitted by it in accordance with such notice, statement,
instruction, request, direction, order or demand believed by it to be genuine.
The Company agrees to pay the Warrant Agent reasonable compensation for
its services hereunder and to reimburse it for its reasonable expenses
hereunder. The Company further agrees to indemnify the Warrant Agent and save it
harmless against any and all losses, expenses and liabilities, including
judgments, costs and counsel fees, for anything done or omitted by the Warrant
Agent in the execution of its duties and powers hereunder except losses,
expenses and liabilities arising as a result of the Warrant Agent's negligence
or wilful misconduct.
The Warrant Agent may resign its duties and be discharged from all
further duties and liabilities hereunder (except liabilities arising as a result
of the Warrant Agent's own negligence or wilful misconduct), after giving 30
days prior written notice to the Company. At least 15 days prior to the date
such resignation is to become effective, the Warrant Agent shall cause a copy of
such notice of resignation to be mailed to each Registered Holder at the
Company's expense. Upon such resignation, or any inability of the Warrant Agent
to act as such hereunder, the Company shall appoint a new warrant agent in
writing. If the Company shall fail to make such appointment within a period of
15 days after it has been notified in writing of such resignation by the
resigning Warrant Agent, then the Registered Holder of any certificate may apply
to any court of competent jurisdiction for the appointment of a new warrant
agent. Any new warrant agent, whether
12
appointed by the Company or by such a court, shall be a bank or trust company
having a capital and surplus, as shown by its last published report to its
stockholders, of not less than $10,000,000 or a nationally recognized stock
transfer company. After acceptance in writing of such appointment by the new
warrant agent is received by the Company, such new warrant agent shall be vested
with the same powers, rights, duties and responsibilities as if it had been
originally named herein as the Warrant Agent, without any further assurance,
conveyance, act or deed; but if for any reason it shall be necessary or
expedient to execute and deliver any further assurance, conveyance, act or deed,
the same shall be done at the expense of the Company and shall be legally and
validly executed and delivered by the resigning Warrant Agent. Not later than
the effective date of any such appointment the Company shall file notice thereof
with the resigning Warrant Agent and shall forthwith cause a copy of such notice
to be mailed to each Registered Holder.
Any corporation into which the Warrant Agent or any new warrant agent
may be converted or merged or an corporation resulting from any consolidation to
which the Warrant Agent or any new warrant agent shall be a party or any
corporation succeeding to the trust business of the Warrant Agent shall be a
successor warrant agent under this Agreement without any further act, provided
that such corporation is eligible for appointment as successor to the Warrant
Agent under the provisions of the preceding paragraph. Any such successor
warrant agent shall promptly cause notice of its succession as warrant agent to
be mailed to the Company and to each Registered Holder.
The Warrant Agent, its subsidiaries and affiliates, and any of its or
their officers or directors, may buy and hold or sell Class A Warrants or other
securities of the Company and otherwise deal with the Company in the same manner
and to the same extent and with like effects as though it were not Warrant
Agent. Nothing herein shall preclude the Warrant Agent from acting in any other
capacity for the Company or for any other legal entity.
SECTION 15. MODIFICATION OF AGREEMENT. The Warrant Agent and the
Company may by supplemental agreement make any changes or corrections in this
Agreement (i) that they shall deem appropriate to cure any ambiguity or to
correct an defective or inconsistent provision or manifest mistake or error
herein contained; (ii) to the extent approved by a majority of the Board of
Directors of the Company to reduce the Exercise Price, or (iii) that they may
deem necessary or desirable and which shall not adversely affect the interests
of the Registered Holders; provided, however, that this Agreement shall not
otherwise be modified, supplemented, or altered in any respect except with the
consent in writing of the Registered Holders representing not less than 50% of
the Class A Warrants then outstanding.
SECTION 16. NOTICES. All notices, requests, consents and other
communications hereunder shall be in writing and shall be deemed to have been
made when delivered or mailed first class registered or certified mail, postage
repaid as follows: if to the Registered Holder of a certificate, at the address
of such holder as shown on the registry books maintained by the Warrant Agent;
if to the Company at ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attn: President, or at such other address as may have been furnished to the
Warrant Agent in writing by the Company; and if to the Warrant Agent, at its
Corporate Office.
13
SECTION 17. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without
reference to its principles of conflict of laws.
SECTION 18. BINDING EFFECT. This Agreement shall be binding upon and
inure to the benefit of the Company and the Warrant Agent and their respective
successors and assigns, and the Registered Holders from time to time. Nothing in
this Agreement is intended or shall be construed to confer upon any other person
any right, remedy, or claim, in equity or at law, or to impose upon any other
person any duty, liability or obligation.
SECTION 19. TERMINATION. This Agreement shall terminate at the close of
business on the Expiration Date or such earlier date upon which all Class A
Warrants have been exercised, except that the Warrant Agent shall account to the
Company for cash held by it and the provisions of Section 14 hereof shall
survive such termination.
SECTION 20. COUNTERPARTS. This Agreement may be executed in several
counterparts, which taken together shall constitute a single document.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
SPORTSTRAC SYSTEMS, INC.
By:
------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
AMERICAN STOCK TRANSFER & TRUST
COMPANY
By:
------------------------------------
Authorized Officer
14
Exhibit A
VOID AFTER ________, 2002
NUMBER WARRANTS
------------------ ------------------
CLASS A WARRANT CERTIFICATE FOR
PURCHASE OF SHARES OF COMMON STOCK
------------------ ------------------
SPORTSTRAC SYSTEMS, INC.
THIS CERTIFIES THAT FOR VALUE RECEIVED -SPECIMEN-
the registered assigns (the "Registered Holder") is the owner of the number of
Class A redeemable common stock purchase warrants ("Warrants") specified above.
Each Warrant represented hereby initially entitles the Registered Holder to
purchase, subject to the terms and conditions set forth in this Warrant
Certificate and the Warrant Agreement (as hereinafter defined), one fully paid
and non-assessable share of Common Stock, $.01 par value, of SportsTrac Systems,
Inc., a Delaware corporation (the "Company"), prior to the Expiration Date (as
hereinafter defined), upon the presentation and surrender of this Warrant
Certificate with the Exercise Form on the reverse hereof duly executed, at the
Corporate Office of American Stock Transfer & Trust Co. as warrant agent or its
successor (the "Warrant Agent"), accompanied by payment of $7.20 per share of
Common Stock, subject to adjustment as provided in the Warrant Agreement (as so
adjusted, the "Purchase Price") in lawful money of the United States of America
in cash or by official bank or certified check made payable to SportsTrac
Systems, Inc.
This Warrant Certificate and each Warrant represented hereby are issued
pursuant to and are subject in all respects to the terms and conditions set
forth in the Warrant Agreement (the "Warrant Agreement") dated ____________,
1999 by and between the Company and the Warrant Agent. Capitalized terms not
defined herein are used herein as defined in the Warrant Agreement.
Each Warrant represented hereby is exercisable at the option of the
Registered Holder but no fractional shares of Common Stock will be issued. In
the case of the exercise of less than all the Warrants represented hereby, the
Company shall cancel this Warrant Certificate upon the surrender hereof and
shall execute and deliver a new Warrant Certificate or Warrant Certificates of
like tenor which the Warrant Agent shall countersign for the balance of such
Warrants.
The term "Expiration Date" shall mean 5:00 p.m. (New York time) on
__________, 2002, or such earlier date as the Warrants shall be redeemed. If
such date shall in the State of New York be a holiday or a day on which banks
are authorized to close, then the Expiration Date shall mean 5:00 p.m. (New York
time) the next following day which in the State of New York is not a holiday or
a day on which banks are authorized to close.
The Warrant(s) represented hereby shall not be exercisable by a Registered
Holder in any state where such exercise would be unlawful.
This Warrant Certificate is exchangeable, upon the surrender hereof by the
Registered Holder at the Corporate Office of the Warrant Agent, for a new
Warrant Certificate or Warrant Certificates of like tenor representing an equal
aggregate number of Warrants, each such new Warrant Certificate to represent
such number of Warrants as shall be designated by such Registered Holder at the
time of such surrender. Upon due presentment with any tax or other governmental
change imposed in connection therewith for registration or transfer of this
Warrant Certificate at such Corporate Office, a new Warrant Certificate or
Warrant Certificates representing an equal aggregate number of Warrants will be
issued to the transferee in exchange therefor, subject to the limitations
provided in the Warrant Agreement.
Prior to the exercise of any Warrant represented hereby, the Registered
Holder shall not be entitled to any rights of a stockholder of the Company,
including, without limitation, the right to vote or to receive dividends or
other distributions, and shall not be entitled to receive any notice of any
proceedings of the Company, except as provided in the Warrant Agreement.
The Warrant(s) represented hereby may be redeemed at the option of the
Company at a redemption price of $.10 per Warrant at any time provided the
closing bid price (all as more fully set forth in the Warrant Agreement) for the
Common Stock is at least $10.80 per share, subject to adjustment as provided in
the Warrant Agreement, on 20 consecutive trading days ending on the third day
before notice of redemption is given. Notice of redemption shall be given not
later than the thirtieth day before the date fixed for redemption, all as
provided in the Warrant Agreement. On and after the date fixed for redemption,
the Registered Holder shall have no rights with respect to the Warrant(s)
represented hereby except to receive the $.10 per Warrant upon surrender of this
Warrant Certificate.
Prior to due presentment for registration of transfer hereof, the Company
and the Warrant Agent may deem and treat the Registered Holder as the absolute
owner hereof and of each Warrant represented hereby (notwithstanding any
notations of ownership or writing hereon made by anyone other than a duly
authorized officer of the Company or the Warrant Agent) for all purposes and
shall not be affected by any notice to the contrary.
This Warrant Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
This Warrant Certificate is not valid unless countersigned by the Warrant
Agent.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed manually or in facsimile by two of its officers thereunto duly
authorized and a facsimile of its corporate seal to be imprinted hereon.
------------------------------------ ----------------------------------------
Secretary President
COUNTERSIGNED
American Stock Transfer & Trust Co.
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
By:
----------------------------------------
Warrant Agent Authorized Signature
SPORTSTRAC SYSTEMS, INC.
CLASS A WARRANT EXERCISE FORM
To Be Executed by the Registered Holder
in Order to Exercise Class A Warrants
The undersigned Registered Holder hereby irrevocably elects to exercise
____________________________________________ Warrants represented by this
Warrant Certificate and to purchase the securities issuable upon the exercise of
such Warrants and requests that certificates for such securities shall be issued
in the name of
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
-------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(please print or type name and address)
and be delivered to
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(please print or type name and address)
and if such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate that a new Warrant Certificate for the balance of such
Warrants be registered in the name of and delivered to the Registered Holder at
the address stated below.
The undersigned represents that the exercise of the within Warrant or
Warrants was solicited by a member of the National Association of Securities
Dealers, Inc. If not solicited by an NASD member, please write "unsolicited" in
the space below.
-----------------------------------------------------
(Name of NASD Member)
Dated: X
------------------ ----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
Address
-----------------------------------------------------
Taxpayer Identification Number
-----------------------------------------------------
Signature Guaranteed
ASSIGNMENT
To Be Executed by the Registered Holder
in Order to Assign Class A Warrants
FOR VALUE RECEIVED, ____________________________________________________________
hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
-------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(please print or type name and address)
_____________________ of the Warrants represented by this Warrant Certificate
and hereby irrevocably constitutes and appoints
--------------------------------------------------------------------------------
Attorney to transfer this Warrant Certificate on the books of the Warrant Agent,
with full power of substitution in the premises.
Dated: X
------------------ ----------------------------------------------------
Signature Guaranteed
-------------------------------------------------------
THE SIGNATURE TO THE ASSIGNMENT OR THE EXERCISE FORM MUST CORRESPOND TO THE NAME
AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE
GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE
AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE, BOSTON
STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE.
Exhibit B
VOID AFTER ________, 2002
NUMBER WARRANTS
------------------ ------------------
CLASS A WARRANT CERTIFICATE FOR
PURCHASE OF SHARES OF COMMON STOCK
------------------ ------------------
SPORTSTRAC SYSTEMS, INC.
THIS CERTIFIES THAT FOR VALUE RECEIVED -SPECIMEN-
the registered assigns (the "Registered Holder") is the owner of the number of
Class A redeemable common stock purchase warrants ("Warrants") specified above.
Each Warrant represented hereby initially entitles the Registered Holder to
purchase, subject to the terms and conditions set forth in this Warrant
Certificate and the Warrant Agreement (as hereinafter defined), one fully paid
and non-assessable share of Common Stock, $.01 par value, of SportsTrac Systems,
Inc., a Delaware corporation (the "Company"), prior to the Expiration Date (as
hereinafter defined), upon the presentation and surrender of this Warrant
Certificate with the Exercise Form on the reverse hereof duly executed, at the
Corporate Office of American Stock Transfer & Trust Co. as warrant agent or its
successor (the "Warrant Agent"), accompanied by payment of $11.88 per share of
Common Stock, subject to adjustment as provided in the Warrant Agreement, or
such other amount as specified in the Warrant Agreement (the "Purchase Price")
in lawful money of the United States of America in cash or by official bank or
certified check made payable to SportsTrac Systems, Inc.
This Warrant Certificate and each Warrant represented hereby are issued
pursuant to and are subject in all respects to the terms and conditions set
forth in the Warrant Agreement (the "Warrant Agreement") dated ____________,
1999 by and between the Company and the Warrant Agent. Capitalized terms not
defined herein are used herein as defined in the Warrant Agreement. Each Warrant
represented hereby is a "▇▇▇▇▇▇▇▇▇ Warrant" as defined in the Warrant Agreement.
Each Warrant represented hereby is exercisable at the option of the
Registered Holder but no fractional shares of Common Stock will be issued. In
the case of the exercise of less than all the Warrants represented hereby, the
Company shall cancel this Warrant Certificate upon the surrender hereof and
shall execute and deliver a new Warrant Certificate or Warrant Certificates of
like tenor which the Warrant Agent shall countersign for the balance of such
Warrants.
The term "Expiration Date" shall mean 5:00 p.m. (New York time) on
__________, 2002, or such earlier date as the Warrants shall be redeemed. If
such date shall in the State of New York be a holiday or a day on which banks
are authorized to close, then the Expiration Date shall mean 5:00 p.m. (New York
time) the next following day which in the State of New York is not a holiday or
a day on which banks are authorized to close.
The Warrant(s) represented hereby shall not be exercisable by a Registered
Holder in any state where such exercise would be unlawful.
This Warrant Certificate is exchangeable, upon the surrender hereof by the
Registered Holder at the Corporate Office of the Warrant Agent, for a new
Warrant Certificate or Warrant Certificates of like tenor representing an equal
aggregate number of Warrants, each such new Warrant Certificate to represent
such number of Warrants as shall be designated by such Registered Holder at the
time of such surrender. Upon due presentment with any tax or other governmental
change imposed in connection therewith for registration or transfer of this
Warrant Certificate at such Corporate Office, a new Warrant Certificate or
Warrant Certificates representing an equal aggregate number of Warrants will be
issued to the transferee in exchange therefor, subject to the limitations
provided in the Warrant Agreement.
Prior to the exercise of any Warrant represented hereby, the Registered
Holder shall not be entitled to any rights of a stockholder of the Company,
including, without limitation, the right to vote or to receive dividends or
other distributions, and shall not be entitled to receive any notice of any
proceedings of the Company, except as provided in the Warrant Agreement.
The Warrant(s) represented hereby may be redeemed at the option of the
Company at a redemption price of $.10 per Warrant at any time provided the
closing bid price (all as more fully set forth in the Warrant Agreement) for the
Common Stock is at least $10.80 per share, subject to adjustment as provided in
the Warrant Agreement, on 20 consecutive trading days ending on the third day
before notice of redemption is given. Notice of redemption shall be given not
later than the thirtieth day before the date fixed for redemption, all as
provided in the Warrant Agreement. On and after the date fixed for redemption,
the Registered Holder shall have no rights with respect to the Warrant(s)
represented hereby except to receive the $.10 per Warrant upon surrender of this
Warrant Certificate.
Prior to due presentment for registration of transfer hereof, the Company
and the Warrant Agent may deem and treat the Registered Holder as the absolute
owner hereof and of each Warrant represented hereby (notwithstanding any
notations of ownership or writing hereon made by anyone other than a duly
authorized officer of the Company or the Warrant Agent) for all purposes and
shall not be affected by any notice to the contrary.
This Warrant Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
This Warrant Certificate is not valid unless countersigned by the Warrant
Agent.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed manually or in facsimile by two of its officers thereunto duly
authorized and a facsimile of its corporate seal to be imprinted hereon.
------------------------------------- ----------------------------------------
Secretary President
COUNTERSIGNED
American Stock Transfer & Trust Co.
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
By:
----------------------------------------
Warrant Agent Authorized Signature
SPORTSTRAC SYSTEMS, INC.
CLASS A WARRANT EXERCISE FORM
To Be Executed by the Registered Holder
in Order to Exercise Class A Warrants
The undersigned Registered Holder hereby irrevocably elects to exercise
____________________________________________ Warrants represented by this
Warrant Certificate and to purchase the securities issuable upon the exercise of
such Warrants and requests that certificates for such securities shall be issued
in the name of
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
-------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(please print or type name and address)
and be delivered to
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(please print or type name and address)
and if such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate that a new Warrant Certificate for the balance of such
Warrants be registered in the name of and delivered to the Registered Holder at
the address stated below.
The undersigned represents that the exercise of the within Warrant or
Warrants was solicited by a member of the National Association of Securities
Dealers, Inc. If not solicited by an NASD member, please write "unsolicited" in
the space below.
-----------------------------------------------------
(Name of NASD Member)
Dated: X
------------------- ---------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
Address
-----------------------------------------------------
Taxpayer Identification Number
-----------------------------------------------------
Signature Guaranteed
ASSIGNMENT
To Be Executed by the Registered Holder
in Order to Assign Class A Warrants
FOR VALUE RECEIVED, ____________________________________________________________
hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
-------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(please print or type name and address)
__________________ of the Warrants represented by this Warrant Certificate and
hereby irrevocably constitutes and appoints
--------------------------------------------------------------------------------
Attorney to transfer this Warrant Certificate on the books of the Warrant Agent,
with full power of substitution in the premises.
Dated: X
------------------ ----------------------------------------------------
Signature Guaranteed
-------------------------------------------------------
THE SIGNATURE TO THE ASSIGNMENT OR THE EXERCISE FORM MUST CORRESPOND TO THE NAME
AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE
GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE
AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE, BOSTON
STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE.