Exhibit 4(a)
WARRANT TO PURCHASE
100,000 SHARES OF CLASS A COMMON STOCK AT
$3.00 PER SHARE ON NOVEMBER 17, 1992
VOID AFTER 3:30 P.M., NEW YORK TIME, ON SEPTEMBER 8, 1997
BASE TEN SYSTEMS, INC.
INCORPORATED UNDER THE LAWS OF
THE STATE OF NEW JERSEY
This certifies that, for value received, Kathryn R. Braithwaite, the
registered holder hereof, or assigns (the "Warrantholder") is entitled to
purchase from BASE TEN SYSTEMS, INC., a New Jersey corporation (the
"Company"), at any time after 9:00 a.m., New York time, on November 17, 1992,
and before 3:30 p.m., New York time, on September 8, 1997, at a purchase
price per share of $3.00 (the "Warrant Price") 100,000 shares of Class A
Common Stock, par value $1.00 per share, of the Company. The number of
shares purchasable upon exercise of this Warrant and the Warrant Price per
share shall be subject to adjustment from time to time as set forth in the
Warrant Agreement referred to below.
This Warrant may be exercised in whole or in part by presentation of
this Warrant with the Purchase Form on the reverse side hereof duly executed
and simultaneous payment of the Warrant Price (subject to adjustment) at the
principal office of the Company. Payment of such price shall be made at the
option of the Warrantholder in cash or by check.
Upon any partial exercise of this Warrant, there shall be signed and
issued to the Warrantholder a new Warrant in respect of the shares of Class A
Common Stock of the Company as to which this Warrant shall not have been
exercised. This Warrant may be exchanged at the office of the Company by
surrender of this Warrant properly endorsed for one or more new Warrants of
the same aggregate number of shares of Class A Common Stock as here evidenced
by the Warrant or Warrants exchanged. No fractional shares will be issued
upon the exercise of rights to purchase hereunder. This Warrant is
transferable at the office of the Company in the manner and subject to the
limitations set forth in the Warrant Agreement.
This Warrant does not entitle any Warrantholder hereof to any of the
rights of a shareholder of the Company.
BASE TEN SYSTEMS, INC.
[SEAL]
By /s/ Myles M. Kranzler
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Myles M. Kranzler
President
ATTEST
/s/ Edward J. Klinsport
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Edward J. Klinsport
Secretary
BASE TEN SYSTEMS, INC.
PURCHASE FORM
Base Ten Systems, Inc.
One Electronics Drive
P.O. Box 3151
Trenton, New Jersey 08619
The undersigned hereby irrevocably elects to exercise the rights of
purchase represented by the within Warrant for, and to purchase thereunder
____________ shares of Class A Common Stock (the "Shares") provided for
therein, and requests that certificates for the Shares be issued in the name
of:
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(Please Print Name, Address and Social Security Number)
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and, if said number of Shares shall not be all the Shares purchasable
hereunder, that a new Warrant certificate for the balance of the Shares
purchasable under the within Warrant certificate be registered in the name of
the undersigned Warrantholder or his Assignee as below indicated and
delivered to the address stated below.
Dated: ______________, 19__
Name of Warrantholder or Assignee: _____________________________________________
Please print
Address: _______________________________________________________________________
________________________________________________________________________________
Signature: _____________________________________________________________________
Signature Guaranteed: Note: The above signature must correspond with the name
as written upon the face of this Warrant certificate in
very particular, without alteration or enlargement or
any change whatever, unless this Warrant has been
assigned.
ASSIGNMENT
(TO BE SIGNED ONLY UPON ASSIGNMENT OF WARRANT)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
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Name and Address of Assignee Must Be Printed or Typewritten
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the within Warrant, hereby irrevocably constituting and appointing
_________________ Attorney to transfer said Warrant on the books of the Company,
with full power of substitution in the premises.
Dated: ______________, 19__ __________________________________
Signature of Registered Holder
Signature Guaranteed: Note: The above signature must correspond with the name
as written upon the face of this Warrant certificate in
very particular, without alteration or enlargement or any
change whatever.