Exhibit 10.3
Neither the warrant represented by this certificate (the "Warrant") nor the
shares issuable upon exercise thereof (the "Warrant Shares") have been
registered under the Securities Act of 1933, as amended (the "Act"), or
registered or qualified under applicable state securities laws. Atlantic
Technology Ventures, Inc. (the "Company") is not required to give effect to any
transfer of the Warrant or the Warrant Shares unless (1) there is an effective
registration statement under the Act with respect to the Warrant or the Warrant
Shares, as applicable, and the Warrant or the Warrant Shares, as applicable, are
registered or qualified under applicable state securities laws, or (2) the
holder of the Warrant provides to the Company an opinion of counsel reasonably
acceptable to the Company to the effect that such transfer may be made without
registration under the Act and applicable state securities laws.
ATLANTIC TECHNOLOGY VENTURES, INC.
WARRANT CERTIFICATE
This warrant certificate certifies that TeraComm Research, Inc., or its
permitted assigns (the "Holder"), is the owner of a warrant (the "Warrant")
entitling it at any time prior to the Expiration Date to purchase from Atlantic
Technology Ventures, Inc., a Delaware corporation (the "Company"), for a
purchase price of $8.975 per share (the "Exercise Price"), 200,000 shares of
common stock, par value $0.001 per share, of the Company (the "Common Stock";
those shares, "Warrant Shares"), the number of Warrant Shares and the Exercise
Price being subject to adjustment as provided herein.
1. Exercise; Expiration Date. (a) The Warrant is exercisable, at the
option of the Holder, in whole or in part at any time after issuance and prior
to the Expiration Date upon surrender of this warrant certificate to the
Company, together with a duly completed Notice of Exercise in the form attached
hereto as Annex A and payment of an amount equal to the Exercise Price, on
condition that on the day this warrant certificate is surrendered to the Company
the Current Market Price of the Common Stock is at least $30. "Expiration Date"
means 5:00 p.m. New York time on May 12, 2003.
2. Partial Exercise. The Warrant may be exercised in part by surrender
of this Warrant Certificate in the manner provided in Section 1, except that the
amount payable by the Holder on such partial exercise is the amount obtained by
multiplying the number of Warrant Shares designated by the Holder in the Notice
of Exercise by the Exercise Price then in effect. On any such partial exercise
the Company at its expense must forthwith issue and deliver to or upon the order
of the Holder a warrant certificate in the name of the Holder or as the Holder
(upon payment by the Holder of any applicable transfer taxes) requests
containing terms substantially identical to those contained in this Warrant
Certificate evidencing a warrant for a number of warrant shares equal to the
number of Warrant Shares remaining unpurchased.
3. Registration and Transfer on Company Books. (a) Prior to due
presentment for registration of transfer of this warrant certificate or the
Warrant Shares, the Company may deem and treat the Holder as the absolute owner
thereof, regardless of any notice to the contrary.
(b) The Company shall register upon its books any transfer of
this warrant certificate upon its surrender to the Company with a written
instrument of transfer duly executed
by the Holder or by a duly authorized attorney. Upon registration of transfer,
the Company shall issue a new Warrant Certificate to the transferee and shall
cancel the surrendered Warrant Certificate.
(c) Neither the Warrant nor the Warrant Shares have been
registered under the Securities Act of 1933, as amended (the "Act"), or
registered or qualified under applicable state securities laws. The Company is
not required to give effect to any transfer of the Warrant or the Warrant Shares
unless (1) there is an effective registration statement under the Act with
respect to the Warrant or the Warrant Shares, as applicable, and the Warrant or
the Warrant Shares, as applicable, are registered or qualified under applicable
state securities laws, or (2) the Holder provides to the Company an opinion of
counsel reasonably acceptable to the Company to the effect that such transfer
may be made without registration under the Act and applicable state securities
laws.
4. Limited Transferability. The Holder may not without the prior
written consent of the Company transfer the Warrant or any Warrant Shares, which
consent may not be unreasonably withheld.
5. Reservation of Shares. The Company shall at all times reserve and
keep available out of its authorized capital stock, solely for the purpose of
issue upon exercise of the Warrant, the number of shares of capital stock then
issuable upon the exercise of the Warrant. The Company shall upon issue cause
all Warrant Shares to be duly and validly issued and fully paid and
non-assessable and free from all taxes, liens and charges with respect to the
issue thereof, and shall cause the Warrant Shares to be listed on each national
securities exchange, if any, on which the other shares of Common Stock are then
listed.
6. Loss or Mutilation. The Company shall execute and deliver a new
Warrant Certificate in lieu of one that has been lost, stolen, destroyed or
mutilated upon receipt by the Company of reasonable evidence of ownership and
either indemnity reasonably satisfactory to the Company (in the case of loss,
theft or destruction) or surrender and cancellation of a mutilated Warrant
Certificate.
7. Adjustment of Purchase Price and Number of Warrant Shares. The
number of Warrant Shares and the Purchase Price are subject to adjustment as
follows:
(1) If at any time after the date hereof the Company (A) declares a
dividend or makes a distribution on its outstanding shares of Common
Stock payable in shares of its capital stock, (B) subdivides its
outstanding shares of Common Stock through stock split or otherwise,
(C) combines its outstanding shares of Common Stock into a smaller
number of shares of Common Stock, or issues by reclassification of its
Common Stock (including any reclassification in connection with a
consolidation or merger in which the Company is the continuing
corporation) other securities of the Company, the number or nature, or
both, of the Warrant Shares on the record date thereof (in the case of
a dividend) or at the effective time thereof (in the case of a
subdivision, combination or reclassification) will be adjusted so as to
entitle the Holder to receive after such time the number and nature of
Warrant Shares or other securities of the Company which the
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Holder would have been entitled to receive by virtue of any of the
events described above, had the Warrant been exercised immediately
prior to such time.
(2) If the Company issues rights, options or warrants or securities
convertible into Common Stock to the holders of its shares of Common
Stock generally, entitling them (for a period expiring within 45 days
after the record date for such issuance) to subscribe for or purchase
shares of Common Stock at a price per share which (together with the
value of the consideration, if any, payable for such rights, options,
warrants or convertible securities) is lower on the record date
referred to below than the then Exercise Price, the number of Warrant
Shares must be adjusted by multiplying the number of Warrant Shares
immediately prior to that record date by a fraction, the numerator of
which is the number of shares of Common Stock outstanding on that
record date plus the number of additional shares of Common Stock
offered for subscription or purchase, and the denominator of which is
the number of shares of Common Stock outstanding on that record date
plus the number of shares which the aggregate offering price of the
total number of shares of Common Stock so offered would purchase at the
then Exercise Price. Such an adjustment must be made whenever such
rights, options, warrants or convertible securities are issued, and
will become effective retroactively as of the record date for the
determination of stockholders entitled to receive such rights, options,
warrants or convertible securities, except that (A) on the expiration
or termination of any such rights, options, warrants or convertible
securities in respect of which any adjustments have been made pursuant
to this Section 7(a)(2), the number of Warrant Shares in effect
immediately prior to the time of such expiration or termination must
forthwith be adjusted to the number that would have been obtained had
the adjustments made upon the issue of such rights, options, warrants
or convertible securities not been made, and (B) in the event that the
exercise price or purchase price in respect of any such rights,
options, warrants or convertible securities is increased or reduced,
then for purposes of this Section 7(a)(2) such initial rights, options,
warrants or convertible securities will be deemed to have been
cancelled or terminated and new rights, options, warrants or
convertible securities with the altered exercise or purchase price will
be deemed to have been issued. If the exercise price or subscription
price in respect of any such rights, options, warrants or convertible
securities may be paid partly or entirely in a form other than cash,
the value of this consideration must be determined in good faith by the
Board of Directors of the Company, whose determination will be final,
binding and conclusive on the Company and on the Holder.
(3) If the Company distributes to all holders of shares of Common Stock, or
all holders of Common Stock otherwise become entitled to receive shares
of capital stock of the Company (other than dividends or distributions
on its Common Stock referred to in Section 7(a)(1)), evidences of its
indebtedness or rights, options, warrants or convertible securities
providing the right to subscribe for or purchase any shares of the
Company's capital stock or evidences of its indebtedness (other than
any rights, options, warrants or convertible securities referred to in
Section 7(a)(2)), then in each case the number of Warrant Shares shall
thereafter be determined by multiplying the number of Warrant Shares
prior thereto by a fraction, the numerator of which is the Current
Market Price on the record date mentioned below in this Section
7(a)(3), and the denominator of which is the Current Market Price on
such record date minus the then fair value (as determined by
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the Board of Directors of the Company, in good faith, whose
determination will be final, binding and conclusive on the Company and
the Holder) of the shares of the Company's capital stock other than
Common Stock, evidences of indebtedness, or of such rights, options,
warrants or convertible securities, distributed with respect to each
share of Common Stock. Such adjustment must be made whenever any such
distribution is made, and is effective retroactively as of the record
date for the determination of stockholders entitled to receive such
distribution.
(4) In the event of any capital reorganization or any reclassification of
the capital stock of the Company or in case of the consolidation or
merger of the Company with another corporation (other than a
consolidation or merger in which the outstanding shares of Common Stock
are not converted into or exchanged for other rights or interests and
other than a reclassification to which Section 7(a)(1)(D) applies), or
in the case of any sale, transfer or other disposition to another
corporation of all or substantially all the properties and assets of
the Company, the Holder will thereafter be entitled to purchase (and it
must be a condition to the consummation of such reorganization,
reclassification, consolidation, merger, sale, transfer or other
disposition that the Holder thereafter be entitled to purchase) the
number and nature of shares of stock and other securities and property
(including cash) which the Holder would have been entitled to receive
had the Warrant been exercised immediately prior to the effective date
of such reorganization, reclassification, consolidation, merger, sale,
transfer or other disposition; and in any such case appropriate
adjustments must be made in the application of the provisions of this
Section 7 with respect to rights and interest thereafter of the Holder
to the end that the provisions of this Section 7 thereafter be
applicable, as near as reasonably may be, in relation to any shares or
other property thereafter purchasable upon the exercise of the Warrant.
The provisions of this Section 7(a)(4) are similarly apply to
successive reorganizations, reclassifications, consolidations, mergers,
sales, transfers or other dispositions.
(5) Whenever the number of Warrant Shares purchasable upon the exercise of
the Warrant is adjusted, as provided in this Section 7(a), the Exercise
Price must be adjusted by multiplying the Exercise Price immediately
prior to such adjustment by a fraction, the numerator of which is the
number of Warrant Shares immediately prior to such adjustment, and the
denominator of which is the number of Warrant Shares immediately
thereafter.
(b) In the event the Company declares a dividend, or makes a
distribution to the holders of shares of Common Stock generally, whether in
cash, property or assets of any kind, or any dividend payable in stock or
securities of any other issuer owned by the Company (excluding cash dividends
payable out of current or retained earnings declared from time to time by the
Company's Board of Directors or any dividend or distribution referred to in
Section 7(a)(1) or Section 7(a)(3)), the Exercise Price will be reduced, without
any further action by the parties hereto, by the Per Share Value (as hereinafter
defined) of the dividend. For purposes of this Section 7(b), the "Per Share
Value" of a cash dividend or other distribution shall be the dollar amount of
the distribution on each share of Common Stock and the "Per Share Value" of any
dividend or distribution other than cash is equal to the fair market value of
such non-cash distribution on each share of Common Stock as determined in good
faith by the Board
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of Directors of the Company, whose determination will be final, binding and
conclusive on the Company and the Holder.
(c) If the Company at any time or from time to time issues any
shares of Common Stock or rights to acquire Common Stock (other than shares or
rights issued in any transactions covered by Section 7(a) or 7(b)), for a
consideration per share less than the Exercise Price in effect on the date of
such issue, then, forthwith upon such issue, the Exercise Price will be reduced
to a price determined by dividing (1) the sum of (A) the number of shares of
Common Stock outstanding immediately prior to such issue multiplied by the
Exercise Price in effect immediately prior to such issue, plus (B) the
consideration, if any, received by the Company upon such issue, by (2) the
number of shares of Common Stock outstanding immediately after such issue. In
addition to such adjustment to the Exercise Price, the number of Warrant Shares
will be increased to a number determined by dividing (x) the number of Warrant
Shares immediately prior to such issue, multiplied by the Exercise Price in
effect immediately prior to such issuance, by (y) the Exercise Price in effect
immediately after the foregoing adjustment. For the purpose of the above
determination, the following provisions are applicable:
(1) If the Company in any manner issues any options, warrants or other
rights to subscribe for or to purchase shares of Common Stock, then,
for the purposes of this Section 7(c), (A) all shares which the holders
of such rights will be entitled thereby to subscribe for or purchase
will be deemed to be issued as of the date of issue of such rights, and
(2) the minimum aggregate consideration payable pursuant to such rights
for the shares covered thereby, plus the consideration, if any,
received by the Company for such rights, will be deemed to be the
consideration actually received by the Company (as of the date of the
issue of such rights) for the issue of the total number of shares
underlying such rights, except that (A) on the expiration or
termination of any such options or rights in respect of which any
adjustments are made pursuant to this Section 7(c)(1), the Exercise
Price in effect immediately prior to the time of such expiration or
termination will forthwith be adjusted to such Exercise Price as would
have been obtained had the adjustments made upon the issue of such
options or rights not been made and (B) in the event that the exercise
price or purchase price in respect of any such options or rights is
increased or reduced, then for purposes of this Section 7(c)(1) such
initial option or right will be deemed to have been cancelled or
terminated and a new option or right with the altered exercise or
purchase price will be deemed to have been issued.
(2) If the Company in any manner issues any securities or obligations
directly or indirectly convertible into or exchangeable for shares of
Common Stock, then, for the purposes of this Section 7(c), (A) all
shares to which holders of such securities or obligations will thereby
be entitled upon conversion or exchange will be deemed issued as of the
date of issue of such securities or obligations, and (B) the aggregate
amount received or receivable by the Company in consideration for the
issue of such securities or obligations, plus the minimum aggregate
amount of additional consideration, if any, payable upon conversion or
exchange of such securities or obligations, will be deemed to be the
consideration actually received (as of the date of the issue of such
securities or obligations) for issuance of the total number of shares
issuable upon conversion or exchange of such securities or obligations,
except that (1) on the expiration or termination of any such right to
convert or exchange any such convertible or exchangeable securities
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in respect of which any adjustments are made pursuant to this Section
7(c)(2), the Exercise Price in effect immediately prior to the time of
such redemption, expiration or other termination shall forthwith be
adjusted to such Exercise Price as would have been obtained had the
adjustments made upon the issue of such convertible or exchangeable
securities not been made, and (2) in the event that the exercise price,
purchase price, exchange price or ratio in respect of any convertible
or exchangeable security is increased or reduced, then for purposes of
this Section 7(c)(2) such convertible or exchangeable security will be
deemed to have expired or been terminated and a new convertible or
exchangeable security with the altered exercise price, purchase price
or exchange price or ratio will be deemed to have been issued.
(3) The consideration received by the Company for any shares of Common
Stock, or rights to acquire Common Stock, is deemed to be the proceeds
received for such shares or rights, excluding cash received on account
of accrued interest or accrued dividends and before deducting therefrom
any and all commissions and expenses paid or incurred by the Company
for any underwriting of, or otherwise in connection with, the issue of
such shares or rights.
(4) No adjustment of the Exercise Price or the Warrant Shares will be made
as a result of or in connection with the issuance of any shares of
Common Stock or options to purchase Common Stock issued in connection
with any duly authorized employee stock option plan, stock purchase
plan or restricted stock award plan of the Company.
(5) For the purposes of this Section 7(c), (1) the term "issue" or
"issuance" of shares or securities by the Company is deemed to include
any issuance, sale or other disposition of shares or securities of the
Company, including shares held in the treasury of the Company, (2) the
term "Common Stock" includes any capital stock of the Company, other
than preferred stock, with a fixed limit on dividends and a fixed
amount payable in the event of any liquidation, and (3) in no event
will the Exercise Price be increased, or the number of Warrant Shares
decreased, as a result of the provisions of this Section 7(c).
(d) No adjustment in the number of Warrant Shares, or in the
Exercise Price, is required unless such adjustment would require an increase or
decrease of at least 3% in the number of Warrant Shares or in the Exercise
Price, except that any adjustments which by reason of this Section 7(d) are not
required to be made will be carried forward and taken into account in any
subsequent adjustment. All final results of adjustments to the number of Warrant
Shares and the Exercise Price must be rounded to the nearest one hundredth of a
share or the nearest cent, as the case may be. Anything in this Section 7 to the
contrary notwithstanding, the Company is entitled, but not required, to make
such changes in the number of Warrant Shares or in the Exercise Price, in
addition to those required by this Section 7, as it in its discretion determines
to be advisable in order to ensure that any dividend or distribution in shares
of Common Stock, subdivision, reclassification or combination of shares of
Common Stock, issuance of rights, warrants or options to purchase Common Stock,
or distribution of shares of stock other than Common Stock, evidences of
indebtedness or assets (other than distributions of cash out of retained
earnings) or convertible or exchangeable securities hereafter made by the
Company to the holders of its Common Stock does not result in any tax to the
holders of Common Stock or securities convertible into Common Stock.
6
(e) Whenever the number of Warrant Shares or the Exercise Price
is adjusted, as herein provided, the Company shall mail to the Holder, at the
address of the Holder shown on the books of the Company, a notice of such
adjustment or adjustments, prepared and signed by the Chief Financial Officer or
Secretary of the Company, setting forth the number of Warrant Shares and the
Exercise Price after such adjustment, a brief statement of the facts requiring
such adjustment and the computation by which such adjustment was made. In the
absence of manifest error, this computation will be final, binding and
conclusive on the Company and the Holder.
(f) In the event that at any time prior to the Expiration Date
and prior to exercise of the Warrant:
(1) the Company declares any distribution (other than a cash dividend or a
dividend payable in securities of the Company with respect to the
Common Stock); or
(2) the Company offers for subscription to the holders of the Common Stock
any additional shares of stock of any class or any other securities
convertible into Common Stock or any rights to subscribe thereto; or
(3) the Company declares any stock split, stock dividend, subdivision,
combination, or similar distribution with respect to the Common Stock,
regardless of the effect of any such event on the outstanding number of
shares of Common Stock; or
(4) the Company declares a dividend, other than a dividend payable in
shares of the Company's own Common Stock; or
(5) there is any capital change in the Company as set forth in Section
7(a)(4); or
(6) there is a voluntary or involuntary dissolution, liquidation or winding
up of the Company (other than in connection with a consolidation,
merger or sale of all or substantially all of its property, assets and
business as an entity);
(each such event hereinafter being referred to as a "Notification Event"), the
Company shall cause to be mailed to the Holder, not less than 20 days prior to
the record date, if any, in connection with such Notification Event (or as soon
as practicable, if there is no record date, or if 20 days prior notice is
impracticable) written notice specifying the nature of such event and the
effective date of, or the date on which the books of the Company will close or a
record will be taken with respect to, such event. Such notice must also set
forth facts indicating the effect of such action (to the extent this effect is
known at the date of such notice) on the Exercise Price and the kind and amount
of the shares of stock or other securities or property deliverable upon exercise
of the Warrant.
(g) The form of Warrant Certificate need not be changed because
of any change in the number of Warrant Shares or the Exercise Price, and any
Warrant Certificate issued before or after such change may state the same number
of Warrant Shares and the same Exercise Price as stated in the Warrant
Certificates theretofore issued. The Company may, however, at any time, in its
sole discretion, make any change in the form of Warrant Certificate that it
deems appropriate and that does not affect the substance thereof, and any
Warrant
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Certificates thereafter issued or countersigned, whether in exchange or
substitution for an outstanding Warrant Certificate or otherwise, may be in the
form as so changed.
8. Conversion Rights. (a) In lieu of exercise of the Warrant, the
Warrant may, at the election of the Holder, be converted into the nearest whole
number of shares of Common Stock equal to: (1) the product of (A) the number of
shares of Common Stock then issuable upon the exercise of the Warrant and (B)
the excess, if any, of (i) the Current Market Price (as determined pursuant to
Section 11) on the date of conversion over (ii) the Exercise Price in effect on
the business day next preceding the date of conversion, divided by (2) the
Current Market Price on the date of conversion. The Holder shall pay any
applicable withholding taxes with respect to any such conversion.
(b) The conversion rights provided under this Section 8 may be
exercised in whole or in part and at any time and from time to time. In order to
exercise the conversion privilege, the Holder must surrender to the Company, at
its offices, this warrant certificate accompanied by a duly completed Notice of
Conversion in the form attached hereto as Annex B. The Warrant shall be deemed
to have been converted immediately prior to the close of business on the day of
surrender of the Warrant Certificate for conversion in accordance with the
foregoing provisions. As promptly as practicable on or after the conversion
date, the Company shall issue and shall deliver to the Holder a certificate or
certificates representing the number of shares of Common Stock to which the
Holder is entitled as a result of the conversion.
9. Voluntary Adjustment by the Company. The Company may, at its option,
at any time reduce the then current Exercise Price to any amount deemed
appropriate by the Board of Directors of the Company or extend the Expiration
Date, or both.
10. Fractional Shares. Anything contained herein to the contrary
notwithstanding, the Company is not required to issue any fraction of a share of
Common Stock in connection with the exercise of the Warrant. Upon exercise of
the Warrant, the Company shall issue to the Holder the largest aggregate whole
number of shares of Common Stock called for thereby upon receipt of the
aggregate Exercise Price and shall pay a sum in cash equal to the remaining
fraction of a share of Common Stock, multiplied by the Current Market Price (as
determined pursuant to Section 11) as of the last business day preceding the
date on which the Warrant is presented for exercise.
11. Determination of Current Market Price. (a) As used herein, "Current
Market Price" means, as of each date of determination, the following:
(1) if there is a public market for the Common Stock, the average of the
daily market price per share of Common Stock for 10 consecutive
business days before the date of determination and 10 consecutive
business days after that date; and
(2) if there is no such public market, the Appraised Value Per Share.
(b) The daily market price for each Business Day is as follows:
(1) the last sale price on that Business Day on the principal stock
exchange on which the Common Stock is then listed or admitted to
trading;
8
(2) if no sale takes place on that Business Day on any that exchange, the
average of the last reported closing bid and asked prices on that
Business Day as officially quoted on that exchange;
(3) if the Common Stock is not then listed or admitted to trading on any
stock exchange, the average of the last reported closing bid and asked
prices on that Business Day in the over-the-counter market, as
furnished by the NASD's Automatic Quotation System or the National
Quotation Bureau, Inc.;
(4) if neither NASD's Automatic Quotation System nor the National Quotation
Bureau, Inc. is at the time engaged in the business of reporting such
prices, as furnished by any similar Person then engaged in that
business; or
(5) if there is no such Person, as furnished by any member of the NASD
selected by the Holder and the Company or, if they cannot agree upon
such selection, as selected by two such members of the NASD, one of
which is selected by the Holder and one of which is selected by the
Company.
(c) As used in this warrant certificate, "Appraised Value Per
Share" means, as of each date of determination, the fair saleable value of the
Common Stock as of the last day of the most recent fiscal month ending prior to
such date divided by the number of Fully Diluted Outstanding shares of Common
Stock. The Appraised Value Per Share must be made by an investment banking firm
of nationally recognized standing selected jointly by the Holder and the
Company. If the Holder and the Company are unable to agree upon an investment
banking firm, then the Holder and the Company shall each choose one such
investment banking firm and the respective chosen firms must agree on another
investment banking firm, which must make the determination. The Company shall
retain, at its sole cost, the investment banking firm responsible for
determining the Appraised Value Per Share. The Appraised Value Per Share must
(1) be determined on a consolidated basis without giving effect to any discount
for (A) minority interest or (B) any lack of liquidity of the Common Stock or,
if applicable, the Company not having any class of equity registered under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (2) must
be based on the sale of the Company in an arms'-length sale between a willing
buyer and a willing seller with neither acting under compulsion.
12. Tax. The issuance of any shares or other securities upon the
exercise of the Warrant, and the delivery of certificates or other instruments
representing such shares or other securities, will be without charge to the
Holder for any tax or other charge in respect of such issuance. The Company is
not, however, required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery of any certificate in a name other
than that of the Holder and the Company is not required to issue or deliver any
such certificate unless and until the person or persons requesting the issue
thereof have paid to the Company the amount of such tax or have established to
the satisfaction of the Company that such tax has been paid.
13. Legend. Unless registered pursuant to the provisions of the
registration rights agreement between TeraComm Research, Inc. and the Company
dated the date of this warrant certificate, the Warrant Shares issued on
exercise of the Warrants will be subject to a stop
9
transfer order and the certificate or certificates representing the Warrant
Shares must bear the following legend:
The securities represented by this certificate have not been registered
under the Securities Act of 1933, as amended (the "Act"), or registered
or qualified under applicable state securities laws. TeraComm Research,
Inc. (the "Company") is not required to give effect to any transfer of
these securities unless (1) there is an effective registration
statement under the Act with respect to these securities and these
securities are registered or qualified under applicable state
securities laws, or (2) the Company is provided with an opinion of
counsel reasonably acceptable to the Company to the effect that such
transfer may be made without registration under the Act and applicable
state securities laws.
14. No Rights as Stockholder. The Holder does not have solely on
account of that status any rights of a stockholder of the Company, either at law
or in equity, or to any notice of meetings of stockholders or of any other
proceedings of the Company, except as provided in this warrant certificate.
15. Notices. Every notice or other communication required or
contemplated by this Warrant must be in writing and sent by one of the following
methods: (1) personal delivery, in which case delivery is deemed to occur the
day of delivery; (2) transmission by telecopy with acknowledgement of receipt,
in which case delivery is deemed to occur the day of transmission; (3) certified
or registered mail, postage prepaid, return receipt requested, in which case
delivery is deemed to occur the day it is officially recorded as delivered to
the intended recipient; or (4) next-day delivery to a U.S. address by recognized
overnight delivery service such as Federal Express, in which case delivery is
deemed to occur the day of delivery. In each case, a notice or other
communication sent to a party must be directed to the coordinates for that party
set forth below, or to other coordinates designated by that party by written
notice:
if to the Holder, at its last known address appearing on the books of
the Company maintained for such purpose; and
if to the Company at:
Atlantic Technology Ventures, Inc.
150 Broadway
Suite 1009
New York, NY 10038
Attention: Frederic P. Zotos, President
16. Governing Law. This warrant certificate is governed by the laws of
the State of New York without regard to principles of conflict of laws.
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The Company is executing this warrant certificate on May 12, 2000.
ATLANTIC TECHNOLOGY VENTURES, INC.
By:________________________________
A. Joseph Rudick
Chief Executive Officer
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Annex A
NOTICE OF EXERCISE
The undersigned hereby irrevocably elects to exercise the Warrant owned
by the undersigned pursuant to the accompanying Warrant Certificate for, and to
purchase thereunder, ______ shares of common stock, par value $0.001 per share,
of Atlantic Technology Ventures, Inc., and herewith makes payment of the
Exercise Price (as defined in the Warrant Certificate) of those shares in full
as provided in the Warrant Certificate.
_______________________________
Print Name
________________________________
Signature
Address of Holder:
________________________________
________________________________
________________________________
________________________________
Annex B
NOTICE OF CONVERSION
The undersigned hereby irrevocably elects to convert, pursuant to
Section 8 of the Warrant Certificate accompanying this Notice of Conversion, the
Warrant owned by the undersigned pursuant to the accompanying Warrant
Certificate into shares of common, par value $.01, of the Company (the "Common
Stock").
The number of shares of Common Stock to be received by the undersigned
is to be calculated in accordance with the provisions of Section 8 of the
accompanying Warrant Certificate.
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Print Name
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Signature
Address of Holder:
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