EXHIBIT 10.9
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION
WITH THE DISTRIBUTION HEREOF. THIS WARRANT AND THE SECURITIES ISSUABLE UPON
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD,
OFFERED FOR SALE, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
REGISTRATION UNDER OR EXEMPTION FROM SUCH ACT AND ALL APPLICABLE STATE
SECURITIES LAWS.
AVERY COMMUNICATIONS, INC.
STOCK PURCHASE WARRANT
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THIS IS TO CERTIFY THAT Eastern Virginia Small Business Investment
Corporation (the "Holder") is entitled to purchase 245,000 shares (the "Shares")
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of common stock, $.01 par value per share ("Common Stock"), of Avery
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Communications Inc., a Delaware corporation (the "Company"), at a price of $1.50
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per share (the "Exercise Price"), at any time or from time to time after the
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date hereof until 5:00 p.m., Chicago, Illinois time, on December 23, 2003.
To exercise this Warrant, in whole or in part, the Holder shall deliver
to the Company, at the Company's executive offices (i) a written notice of the
Holder's election to exercise this Warrant, which notice will specify the number
of Shares to be purchased pursuant to such exercise, (ii) payment of the
Exercise Price, in an amount equal to the aggregate purchase price for all
shares to be purchased pursuant to such exercise, and (iii) this Warrant. Such
notice will be substantially in the form of the Subscription Form appearing at
the end of this Warrant. Upon receipt of such notice, the Company will, as
promptly as practicable execute, or cause to be executed, and deliver to the
Holder a certificate or certificates representing the aggregate number of full
shares of Common Stock issuable upon such exercise, as provided in this Warrant.
The stock certificate or certificates so delivered will be in such denominations
as may be specified in such notice and will be registered in the name of the
Holder. This Warrant will be deemed to have been exercised, such certificate or
certificates will be deemed to have been issued, and the Holder will be deemed
to have become a holder of record of such shares for all purposes, as of the
date that such notice, together with payment of the such Exercise Price and the
Warrant, is received by the Company. If the Warrant has been exercised in part,
the Company will, at the time of delivery of such certificate or certificates,
deliver to the Holder a new Warrant evidencing the rights of the Holder to
purchase a number of Shares with respect to which the Warrant has not been
exercised, which new Warrant will, in all other respects, be identical with this
Warrant, or, at the request of the Holder, appropriate notation may be made on
this Warrant and this Warrant returned to the Holder.
Payment of the Exercise Price will be made, at the option of the
Holder, by a certified or official bank check or federal funds wire transfer.
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To prevent dilution of the rights granted under this Warrant, the
Exercise Price and the number of Shares issuable on exercise of this Warrant
shall be subject to adjustment from time to time as provided herein.
At all times this Warrant remains outstanding, the Company shall
reserve and have available for issuance a number of shares of Common Stock, as
may be adjusted from time to time as provided in this Warrant, equal to the
number of shares of such Warrant Stock, as may be adjusted from time to time as
provided in this Warrant, available to be purchased pursuant to this Warrant. If
the Company at any time subdivides (by any stock split, stock dividend,
recapitalization or otherwise) its outstanding shares of Common Stock into a
greater number of shares, the Exercise Price in effect immediately before such
subdivision will be proportionately reduced and the number of Shares obtainable
on exercise of this Warrant will be proportionately increased. If the Company at
any time combines (by reverse stock split or otherwise) its outstanding shares
of Common Stock into a smaller number of shares, the Exercise Price in effect
immediately before such combination will be proportionately increased and the
number of Shares obtainable on exercise of this Warrant will be proportionately
decreased.
Subject to the provisions of the Securities Act of 1933, applicable
state laws and the regulations promulgated thereunder, this Warrant and all
rights hereunder are transferable. Until transfer hereof on the books of the
Company, the Company may treat the registered holder as the owner hereof for all
purposes.
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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
as of the 23rd day of December , 1996.
AVERY COMMUNICATIONS, INC.
ATTEST:
By:
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Scot M. McCormick, Assistant Secretary Patrick J. Haynes, III, Chairman
of the Board
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FORM OF SUBSCRIPTION
(To be signed only upon exercise of Warrant)
TO AVERY COMMUNICATIONS INC.:
Pursuant to that Certain Stock Purchase Warrant, the undersigned, the
holder of the within Warrant, hereby irrevocably elects to exercise the purchase
right represented by such Warrant for, and to purchase thereunder, ________
Shares, herewith makes payment of $________ therefor, and requests that the
certificate or certificates for such shares be issued in the name of and
delivered to the undersigned.
Dated:
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(Signature must conform in all respects to the name of holder as specified on
the face of the Warrant)
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(Address)