NUMBER VOID AFTER APRIL , 2002 WARRANTS
W REDEEMABLE CLASS A COMMON STOCK PURCHASE WARRANT
ALL COMMUNICATIONS CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF NEW JERSEY
PURCHASE WARRANTS CUSIP 016628 11 7
THIS CERTIFIES THAT
FOR VALUE RECEIVED:
or registered assigns (the 'Registered Holder') is the owner of the number of
Redeemable Class A Common Stock Purchase Warrants ('Warrants') specified above.
Each Warrant initially entitles the Registered Holder to purchase, subject to
the terms and conditions set forth in this Certificate and the Warrant Agreement
(as hereinafter defined), one fully paid and nonassessable share of Common
Stock, no par value per share ('Common Stock'), of ALL COMMUNICATIONS
CORPORATION, a New Jersey corporation (the 'Company'), at any time between the
Initial Warrant Exercise Date (as herein defined) and the Expiration Date (as
hereinafter defined), upon the presentation and surrender of this Warrant
Certificate with the Subscription Form on the reverse hereof duly executed, at
the corporate office of AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant
Agent, or its successor (the 'Warrant Agent'), accompanied by payment of $4.25
('Purchase Price') in lawful money of the United States of America in cash or by
official bank or certified check made payable to All Communications Corporation.
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
, 1997, by and between the Company and the Warrant
Agent.
In the event of certain contingencies provided for in the Warrant
Agreement, the Purchase Price or the number of shares of Common Stock subject to
purchase upon the exercise of each Warrant represented hereby are subject to
modifications or adjustment.
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 'Initial Warrant Exercise Date' shall mean
, 1998.
The term 'Expiration Date' shall mean 5:00 p.m. (New York time on April ,
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 the 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 Company shall not be obligated to deliver any securities pursuant to
the exercise of this Warrant unless a registration statement under the
Securities Act of 1933, as amended, with respect to such securities is
effective. The Company has covenanted and agreed that it will file a
registration statement and will use its best efforts to cause the same to become
effective and to keep such registration statement current while any of the
Warrants are outstanding. This Warrant 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 of such new Warrant Certificates 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 transfer fee in addition
to any tax or other governmental charge imposed in connection therewith, for
registration of transfer of this Warrant Certificate at such 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 distribution, and shall not be entitled to receive any notice of any
proceedings of the Company, except as provided in the Warrant Agreement.
This Warrant may be redeemed at the option of the Company, at a redemption
price of $.10 per Warrant at any time after , 1998 or
earlier with the consent of Monroe Parker Securities, Inc. upon not less than 30
days' prior written notice, if the closing bid price of the Common Stock (if the
Common Stock is then traded in the over-the-counter market) or the last sale
price of the Common Stock (if the Common Stock is then traded on a national
securities exchange or the Nasdaq National Market or SmallCap System) has been
at least 250% of the Purchase Price, subject to adjustment, for at least 20
consecutive trading days ending within three days prior to the date on which
notice of redemption is given. On and after the date fixed for redemption, the
Registered Holder shall have no rights with respect to this Warrant except to
receive the $.10 per Warrant upon surrender of this 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 Jersey.
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.
DATED:
ALL COMMUNICATIONS CORPORATION
CORPORATE SEAL 1991 NEW JERSEY
/s/ Andrea Grasso /s/ Richard Reiss
SECRETARY PRESIDENT
COUNTERSIGNED AND REGISTERED,
AMERICAN STOCK TRANSFER & TRUST COMPANY, NEW YORK, NY
AS WARRANT AGENT
BY:
AUTHORIZED SIGNATURE
ALL COMMUNICATIONS CORPORATION
REDEEMABLE CLASS A COMMON STOCK PURCHASE WARRANT
SUBSCRIPTION FORM
TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO EXERCISE 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 and be
delivered to:
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPE NAME AND ADDRESS)
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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:
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT NAME AND ADDRESS)
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_______________________________________
Dated: ______________________, 19___. Signature
_______________________________________
Signature
(Signature must conform in all respects
to name of holder as specified on the
_____________________________________ face of this Warrant Certificate.)
Soliciting Broker: _____________________________________________________________
ASSIGNMENT
TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO ASSIGN WARRANTS
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER
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(PLEASE PRINT OR TYPE NAME AND ADDRESS)
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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 Company, with full
power of substitution in the premises.
Dated: ______________________, 19___. _______________________________________
Signature
_____________________________________ _______________________________________
SIGNATURE GUARANTEED Signature
THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION 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 AN ELIGIBLE INSTITUTION (AS DEFINED IN RULE 17Ad-15 UNDER THE
SECURITIES AND EXCHANGE ACT OF 1934) WHICH MAY INCLUDE A COMMERCIAL BANK OR
TRUST COMPANY, SAVINGS ASSOCIATION, CREDIT UNION OR A MEMBER FIRM OF THE
AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR
MIDWEST STOCK EXCHANGE.
STOCK MARKET INFORMATION EXCHANGE
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