EXHIBIT 99.11
COMMON STOCK PURCHASE WARRANT-DAPHNE KAMELY
WORLDCOMM SYSTEMS, INC.
COMMON STOCK PURCHASE WARRANT
Worldcomm Systems, Inc. a Delaware corporation (the "Company"), hereby
grants to Daphne Kamely the right to purchase, at any time from November 21,
1996 until 5:00 P.M., New York City time, on November 21, 2006, up to 5,000
fully paid and non-assessable shares of its Common Stock, par value $.01 per
share ("Common Stock").
This Warrant is exercisable at a price of $28.00 per share of Common Stock
issuable hereunder (the "Exercise Price") payable in cash or by certified or
official bank check in New York Clearing House funds, subject to adjustment as
provided in Article 4 hereof. Upon surrender of this Warrant with the annexed
Subscription Form duly executed, together with payment of the Purchase Price (as
hereinafter defined) for the shares of Common Stock purchased, at the Company's
principal executive offices in New York (presently located 375 Oser Avenue,
Hauppauge, NY 11788) the registered holder of the Warrant ("holder") shall be
entitled to receive a certificate or certificates for the shares of Common Stock
so purchased.
1. EXERCISE OF WARRANT. The purchase rights represented by this warrant are
exercisable at the option of the holder, in whole or in part (but not as to
fractional shares of the common stock) during any period in which this
warrant may be exercised as set forth above. In the case of the purchase of
less than all the shares of common stock purchasable under this warrant, the
company shall cancel this warrant upon the surrender hereof and shall
execute and deliver a new warrant of like tenor for the balance of the
shares of common stock purchasable hereunder.
2. ISSUANCE OF STOCK CERTIFICATES. The issuance of certificates for shares of
common stock upon the exercise of this warrant shall be made without charge
to the holder including, without limitation, any tax which may be payable in
respect of the issuance thereof, and such certificates shall (subject to the
provisions of articles 2 and 4 hereof) be issued in the name of, or in such
names as may be directed by, the holder; provided, however, that the company
shall not be required to pay any tax which may be payable in respect of any
transfer involved in the issuance and delivery of such certificate in a name
other than that of the holder and the company shall not be required to issue
or deliver such certificates unless or until the person or persons
requesting the issuance thereof shall have paid to the company the amount of
such tax or shall have established to the satisfaction of the company that
such tax has been paid.
3. RESTRICTION ON TRANSFER OF WARRANT. The holder of this warrant, by his
acceptance hereof, covenants and agrees that this warrant is being acquired
for investment and not with a view to the distribution thereof, and that it
will not be sold, transferred, assigned, hypothecated or otherwise disposed
of except in compliance with the federal securities laws as set forth in an
opinion of counsel.
4. PRICE. The initial purchase price shall be $28.00 per share of common stock.
The adjusted purchase price shall result from time to time from any and all
adjustments of the initial purchase price in accordance with the provisions
of article 4 hereof. The term "purchase price" herein shall mean the initial
purchase price or the adjusted purchase price, as the context may require.
5. ADJUSTMENTS OF PURCHASE PRICE AND NUMBER OF SHARES.
a) SUBDIVISION AND COMBINATION. In case the Company shall at any time
subdivide or combine the outstanding shares of Common Stock, the
Purchase Price shall forthwith be proportionately decreased in the case
of subdivision or increased in the case of combination.
b) ADJUSTMENT IN NUMBER OF SHARES. Upon each adjustment of the Purchase
Price pursuant to the provisions of this Article 4, the number of shares
of Common Stock issuable upon the exercise of each Warrant shall be
adjusted to the nearest full share by multiplying the Purchase Price in
effect immediately prior to such adjustment by the number of shares of
Common Stock issuable upon exercise of the Warrant immediately prior to
such adjustment and dividing the product so obtained by the adjusted
Purchase Price.
c) RECLASSIFICATION, CONSOLIDATION, MERGER, ETC. In case of any
reclassification or change of the outstanding shares of Common Stock
(other than a change in par value to no par value, or from no par value
to par value, or as a result of a subdivision or combination), or in
the case of any consolidation of the Company with, or merger of the
Company into, another corporation (other than a consolidation or merger
in which the Company is the surviving corporation and which does not
result in any reclassification or change of the outstanding shares of
Common Stock, except a change as a result of a subdivision or
combination of such shares or a change in par value, as aforesaid), or
in the case of a sale or conveyance to another corporation of the
property of the Company as an entirety, the holder of this Warrant
shall thereafter have the right to purchase the kind and number of
shares of stock and other securities and property which would have been
received upon such reclassification, change, consolidation, merger,
sale or conveyance if such holder had exercised this Warrant
immediately prior to such transaction, at a price equal to the product
of (x) the number of shares issuable upon exercise of this Warrant and
(y) the Purchase Price in effect immediately prior to the record date
for such reclassification, change, consolidation, merger, sale or
conveyance.
6. EXCHANGE AND REPLACEMENT OF WARRANT. This warrant is exchangeable without
expense, upon the surrender hereof by the registered holder at the principal
executive office of the company, for a new warrant of like tenor and date
representing in the aggregate the right to purchase the same number of
shares as are purchasable hereunder in such denominations as shall be
designated by the registered holder hereof at the time of such surrender.
Upon receipt by the company of evidence reasonably satisfactory to it
of the loss, theft, destruction or mutilation of this warrant, and, in case
of loss, theft or destruction, of indemnity or security reasonably
satisfactory to it, and reimbursement to the company of all reasonable
expenses incidental thereto, and upon surrender and cancellation of this
warrant, if mutilated, the company will make and deliver a new warrant of
like tenor, in lieu of this warrant.
7. ELIMINATION OF FRACTIONAL INTERESTS. The company shall not be required to
issue stock certificates representing fractions of shares of common stock,
nor shall it be required to issue scrip or pay cash in lieu of fractional
interests, it being the intent of the parties that all fractional interests
shall be eliminated.
8. RESERVATION AND LISTING OF SHARES. The company shall at all times reserve
and keep available out of its authorized shares of common stock, solely for
the purpose of issuance upon the exercise of this warrant, such number of
shares of common stock as shall be issuable upon the exercise hereof. The
company covenants and agrees that, upon exercise of this warrant and payment
of the purchase price therefor, all shares of common stock issuable upon
such exercise shall be duly and validly issued, fully paid and
non-assessable, provided that the purchase price per share shall equal or
exceed the par value of the common stock. As long as the warrant shall be
outstanding, the company shall use its best efforts to cause all shares of
common stock issuable upon the exercise of the warrant to be listed (subject
to official notice of issuance) on all securities exchanges on which the
common stock may then be listed.
9. NOTICES TO WARRANT HOLDERS. Nothing contained in this warrant shall be
construed as conferring upon the holder hereof the right to vote or to
consent or to receive notice as a shareholder in respect of any meetings of
shareholders for the election of directors or any other matter, or as having
any rights whatsoever as a shareholder of the company. If, however, at any
time prior to the expiration of the warrant and prior to its exercise, any
of the following events shall occur:
a) The Company shall take a record of the holders of its shares of Common
Stock for the purpose of entitling them to receive a dividend or
distribution payable otherwise than in cash, or a cash dividend or
distribution payable otherwise than out of current or retained
earnings, as indicated by the accounting treatment of such dividend or
distribution on the books of the Company; or
b) The Company shall offer to all the holders of its Common Stock any
additional shares of capital stock of the Company or securities
convertible into or exchangeable for shares of capital stock of the
Company, or any option, right or warrant to subscribe therefor; or
c) A dissolution, liquidation or winding up of the Company (other than in
connection with a consolidation or merger) or a sale of all or
substantially all of its property, assets and business as an entirety
shall be proposed;
then, in any one or more of said events, the Company shall give written notice
of such event at least fifteen (15) days prior to the date fixed as a record
date or the date of closing the transfer books for the determination of the
shareholders entitled to such dividend, distribution, convertible or
exchangeable securities or subscription rights, or entitled to vote on such
proposed dissolution, liquidation, winding up or sale. Such notice shall specify
such record date or the date of closing the transfer books, as the case may be.
Failure to give such notice or any defect therein shall not affect the validity
of any action taken in connection with the declaration or payment of any such
dividend, or the issuance of any convertible or exchangeable securities, or
subscription rights, options or warrants, or any proposed dissolution,
liquidation, winding up or sale.
10. NOTICES.
All notices, requests, consents and other communications hereunder shall
be in writing and shall be deemed to have been duly made when delivered, or
mailed by registered or certified mail, return receipt requested:
(a) If to the registered holder of this Warrant, to the address of such
holder as shown on the books of the Company; or
(b) If to the Company, to the address set forth on the first page of
this Warrant.
11. SUCCESSORS.
All the covenants, agreements, representations and warranties contained in
this Warrant shall bind the parties hereto and their respective heirs,
executors, administrators, distributees, successors and assigns.
12. HEADINGS.
The Article and Section headings in this Warrant are inserted for purposes
of convenience only and shall have no substantive effect.
13. LAW GOVERNING.
This Warrant is delivered in the State of New York and shall be construed
and enforced in accordance with, and governed by, the laws of the State of New
York.
WITNESS the seal of the Company and the signature of its duly authorized
President.
WORLDCOMM SYSTEMS, INC.
By: /s/ Kenneth A. Miller
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Kenneth Miller, President
Attest:
/s/ Thomas DiCicco
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Thomas DiCicco, Secretary
/s/ Daphne Kamely
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Daphne Kamely
SUBSCRIPTION FORM
(To be Executed by the Registered Holder in order to Exercise the Warrant)
The undersigned hereby irrevocably elects to exercise the right to
purchase _______ shares of Common Stock covered by this Warrant according to the
conditions hereof and herewith makes payment of the Purchase Price of such
shares in full.
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Signature
Address
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Dated:
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Date: March 22, 1997
Subject: REPLACEMENT WARRANT
At the Board of Directors Meeting held on February 26, 1997 the board requested
the replacement of Warrants granted on 11/21/96 to Daphne Kamely for 5,000
shares at $28.00 per share to be replaced by the current valued price per share
of $23.00.
"OLD" WARRANT "NEW" WARRANT
- ------------------------------------- ---------------------------------------
Price Per Number of Price Per Number of
Date of Grant Share Shares Date of Grant Share Shares
- ------------- --------- --------- ------------- --------- ---------
11/26/96 28.00 5,000 2/26/97 $23.00 5,000
The vesting schedule of the "New" Warrants shall be the same as that provided
for in the ISO Agreement and shall commence on 11/21/96, the date of grant
for the "Old" Warrant.
Your acceptance of the "New" Warrant shall constitute your agreement to the
termination of the "Old" Warrant being replaced and such "Old" Warrant shall
be cancelled without the need of any further action on the part of the company.
GLOBECOMM SYSTEMS INC.
By: /s/ Kenneth A. Miller
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Kenneth A. Miller, President
Corporate Seal
Attest:
Accepted: /s/ Daphne Kamely
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Daphne Kamely /s/ Thomas DiCicco
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Date March 26, 1997 Thomas DiCicco, Secretary
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