Note: The Common Stock Purchase Warrants described herein have been collaterally
assigned to the Company pursuant to the terms of a $900,000 Promissory Note,
dated January 11, 1996 between Techman International Corporation, Inc. as Payor,
and the Company, as Payee.
W-18
Void after February 1, 1998 Right to Purchase
Shares of Common Stock
(subject to adjustment) of
FiberCore, Inc.
FIBERCORE, INC.
COMMON STOCK PURCHASE WARRANT
FiberCore, Inc. (the "Company"), a Nevada corporation, hereby certifies
that, for value received, Techman International Corporation, Inc., or assigns,
is entitled, subject to the terms set forth below, to purchase from the Company
at any time on or from time to time after January 11, 1996 and before 5:00 P.M.,
Boston time, on February 1, 1998, $550,696 fully paid and non-assessable shares
of Common Stock of the Company, at the price per share (the "Purchase Price") of
$1.634. The number and character of such shares of Common Stock and the Purchase
Price are subject to adjustment as provided herein.
This Common Stock Purchase Warrant (the "Warrant") is issued to the
person specified above as the holder hereof as of January 11, 1996 and evidences
the right to purchase an aggregate of not more than the number of shares of
Common Stock of the Company specified above, subject to adjustment as provided
herein.
As used herein the following terms, unless the context otherwise
required, have the following meanings:
(a) The term "Company" includes any corporation which shall succeed to
or assume the obligations of the Company hereunder.
(b) The term "Common Stock" includes all voting stock of any class or
classes (however designated)of the Company, authorized upon the Original Issue
Date or thereafter, the holders of which shall have the right, without
limitation as to amount, either to all or to a share of the balance of current
dividends and liquidating dividends after the payment
of dividends and distributions on any shares entitled to preference.
(c) The "Original Issue Date" is January 11, 1996, the date as of which
the Warrants were first issued.
(d) The term "Other Securities" refers to any stock (other than Common
Stock) and other securities of the Company or any other person (corporate or
otherwise) which the holders of the Warrants at any time shall be entitled to
receive, or shall have received, upon the exercise of the Warrants, in lieu of
or in addition to Common Stock, or which at any time shall be issuable or shall
have been issued in exchange for or in replacement of Common Stock or Other
Securities pursuant to section 6 or otherwise.
(e) The terms "registered" and "registration" refer to a registration
effected by filing a registration statement in compliance with the Securities
Act, to permit the disposition of Common Stock (or Other Securities) issued or
issuable upon the exercise of Warrants, and any post-effective amendments and
supplements filed or required to be filed to permit any such disposition.
(f) The term "Securities Act" means the Securities Act of 1933 as the
same shall be in effect at the time.
1. Sale or Exercise Without Registration. If, at any time of any
exercise, transfer or surrender for exchange of a Warrant or of Common Stock,
(or Other Securities) previously issued upon the exercise of Warrants, such
Warrant of Common Stock (or Other Securities) shall not be registered, or
qualified under the Securities Act, the Company may require, as a condition of
allowing such exercise, transfer or exchange, or the securities or "Blue Sky"
laws of any state or other jurisdiction that the holder or transferee of such
Warrant or Common Stock (or Other Securities), as the case may be, furnish to
the Company a satisfactory opinion of counsel to the effect that such exercise,
transfer or exchange may be made without registration or qualifications under
the Securities Act, or such securities or "blue sky" laws. The persons specified
above as the holder of the Warrants, by its acceptance hereof, represents to the
Company that such person is acquiring the Warrants for investment and not with a
view to the distribution thereof.
2. Exercise of Warrant; Partial Exercise.
2.1 Exercises in Full. Subject to the provisions hereof, this
Warrant may be exercised in full by the holder hereof by surrender of this
Warrant, with the form of subscription at the end hereof duly executed by such
holder, to the Company at its principal office, accompanied by payment, in cash
or by certified or official bank check payable to the
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order of the Company, in the amount obtained by multiplying the number of shares
of Common Stock called for on the face of this Warrant (without giving effect to
any adjustment therein) by the Purchase Price.
2.2 Partial Exercise. Subject to the provisions hereof, this Warrant
may be exercised in part by surrender of this Warrant in the manner and at the
place provided in subsection 2.1 except that the amount payable by the holder
upon any partial exercise shall be the amount obtained by multiplying (a) the
number of shares of Common Stock (without giving effect to any adjustment
therein) designated by the holder in the subscription at the end hereof by (b)
the Purchase Price. Upon any such partial exercise, the Company at its expense
will forthwith issue and deliver to or upon the order of the holder hereof a new
Warrant or Warrants of like tenor, in the name of the holder hereof or as such
holder (upon payment by such holder of any applicable transfer taxes) may
request, calling in the aggregate on the face or faces thereof for the number of
shares of Common Stock equal (without giving effect to any adjustment therein)
to the number of such shares called for on the face of this Warrant minus the
number of such shares designated by the holder in the subcription at the end
hereof.
2.3 Company to Reaffirm Obligations. The Company will at the time of
any exercise of this Warrant, upon the request of the holder hereof acknowledge
in writing its continuing obligation to afford to such holder any rights to
which such holder shall continue to be entitled after such exercise in
accordance with the provisions of this Warrant provided that if the holder of
this Warrant shall fail to make any such request, such failure shall not affect
the continuing obligation of the Company to afford such holder any such rights.
3. Delivery of Stock Certificates, etc., on Exercise. As soon as
practicable after the exercise of this Warrant in full or in part, and in any
event within 10 days thereafter the Company at it expense (including the payment
by it of any applicable issue taxes) will cause to be issued in the name of and
delivered to the holder hereof, or as such holder (upon payment by such holder
of any applicable transfer taxes) may direct, a certificate or certificates for
the number of full paid and non-assesable shares of Common Stock (or Other
Securities) to which such holder shall be entitled upon such exercise, plus, in
lieu of any fractional share to which such holder would otherwise be entitled
cash equal to such fraction multiplied by the then current market value of one
full share, together with any other stock or other securities and property
(including cash where applicable) to which such holder is entitled upon such
exercise pursuant to section 4 or otherwise.
4. Adjustment for Dividends in Other Stock, etc., Reclassification,
etc. In case at any time or from time to time after the Original Issue Date the
holders of Common Stock (or Other Securities) shall have received, or (on or
after the record date fixed for the determination of stockholders eligible to
receive) shall have become entitled to receive, without payment therefor
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(a) other or additional stock or other securities or property (other
than cash) by way dividend, or
(b) any cash paid or payable (including, without limitation, by way
of dividend), except out of earned surplus of the Company, or
(c) other or additional (or less) stock or other securities or
property (including cash) by way of spin-off, split-up, reclassification,
recapitalization, combination of shares or similar corporate rearrangement.
(d) then, and in each such case the holder of this Warrant, upon the
exercise hereof as provided in section 2, shall be entitled to receive the
amount of stock and other securities and property (including cash in the cases
referred to in subdivisions (b) and (c) of this section 4) which such holder
would hold on the date of such exercise if on the Original Issue Date he had
been the holder of record of the number of shares of Common Stock called for on
the face of this Warrant and had thereafter, during the period from the Original
Issue Date to and including the date of such exercise, retained such shares and
all such other or additional (or less) stock and other securities and property
(including cash in the cases referred to in subdivisions (b) and (c) of this
section 4 receivable by him as aforesaid during such period giving effect to all
adjustments called for during such period by section 6 and 7 hereof.
5. Reorganization, Consolidation, Merger, etc.
5.1 General. In case the Company after the Original Issue Date shall
(a) effect a reorganization, (b) consolidate with or merge with or into any
other person, or (c) transfer all or substantially all of its properties or
assets to any other person under any plan or arrangement contemplating the
dissolution of the Company within 24 months from the date of such transfer,
then, in each such case, the holder of this Warrant, upon the exercise hereof as
provided in section 2 at any time after the consummation of such reorganization,
consolidation or merger or the effective date of such dissolution, as the case
may be, shall be entitled to receive (and the Company shall be entitled to
deliver), in lieu of the Common Stock (or Other Securities) issuable upon such
exercise prior to such consummation or such effective date, the stock and other
securities and property (including cash) to which such holder would have been
entitled upon such consummation or in connection with such dissolution, as the
case may be, if such holder had so exercised this Warrant immediately prior
thereto, all subject to further adjustment thereafter as provided in section 4
and 6 hereof.
5.2 Warrant to Continue in Full Force and Effect. Upon any
reorganization, consolidation, merger or transfer (and any dissolution following
any transfer)
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pursuant to section 5.1, this Warrant shall continue in full force and effect
and the terms hereof shall be applicable to the shares of stock and other
securities and property receivable upon the exercise of this Warrant after the
consummation of such reorganization, consolidation, merger, transfer or
dissolution, as the case may be, and shall be binding upon the issuer of any
such stock or other securites, including, in the case of any such transfer, the
person acquiring all or substantially all of the properties or assets of the
Company whether or not such person shall have expressly assumed the terms of
this Warrant.
6. Further Assurances. The Company will take all such actions as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable shares of stock upon the exercise of all Warrants
from time to time outstanding.
7. Accountants' Certificate as to Adjustments. In each case of any
adjustment or readjustment in the shares of Common Stock (or Other Securities)
issuable upon the exercise of the Warrants, the Company at its expense will
promptly cause the Company's regularly retained auditor to compute such
adjustment or readjustment in accordance with the terms of the Warrants and
prepare a certificate setting forth such adjustment or readjustment and showing
in detail the facts upon which such adjustment or readjustment is based, and the
number of shares of Common Stock outstanding or deemed to be outstanding after
giving such effect to such adjustment. The Company will forthwith mail a copy of
each such certificate to each holder of a Warrant.
8. Notices of Record Date, etc. In the event of:
(a) any taking by the Company of a record of the holders of any
class of securities for the purpose of detemining the holders thereof who are
entitled to receive any dividend (other than a cash dividend payable out of
earned surplus of the Company) or other distribution, or any right to subscribe
for, purchase or otherwise acquire any shares of stock of any class or any other
securities or property, or to receive any other right, or
(b) any capital reorganization of the Company, any reclassification
or recapitalization of the capital stock of the Company or any transfer of all
or substantially all of the assets of the Company to or consolidation or merger
of the Company with or into any other person, or
(c) any voluntary or involuntary dissolution, liquidation or
winding-up of the Company, then in each such event, the Company shall mail or
cause to be mailed to the holder of this warrant a prior written notice
specifying the date on which a record discussed in clause (a) is to be taken or
an event discussed in clause (b) or (c) is to occur and
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the amount and character of any stock or other securities, or rights or options
relating there to proposed to be insured or granted, the date of such proposed
issue or grant and are persons to whom suchh proposed issue or grant is to be
offered or made.
9. Reservation of Stock, etc., Issuable on Exercis of Warrants. The
Company will at all times reserve and keep available solely for issuance and
delivery upon the exercise of the Warrants, all shares of Common Stock (or Other
Securities) from time to time issuable upon the exercise of the Warrants.
10. Exchange of Warrants. Subject to the provisions of paragraph 1 and
paragraph 14 hereof, upon surrender for exchange of any Warrant, properly
endorsed, to the Company, the Company at its own expense will issue and deliver
to or upon the order of the holder thereof a new Warrant or Warrants of like
tenor, in the name of such holder or as such holder (upon payment by such holder
or any applicable transfer taxes) may direct, calling in the aggregate on the
face or faces thereof for the number of shares of Common Stock called for on the
face or faces of the Warrant or Warrants so surrendered.
11. Replacement of Warrants. Upon receipt of evidence reasonbly
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Warrant and, in the case of any such loss, theft or destruction, upon delivery
of an indemnity agreement reasonably satifactory in form and amount to the
Company or, in case of such mutilation, upon surrender and cancellation of such
Warrant, the Company at its expense will execute and deliver in lieu thereof a
new Warrant of like tenor.
12. Warrant Agent. The Company may by written notice to each holder of
a Warrant appoint an agent having an office in Boston, Massachusetts, for the
purpose of issuing Common Stock (or Other Securities) upon the exercise of the
Warrants pursuant to section 2, exchanging Warrants pursuant to section 10 and
replacing Warrants pursuant to section 11, or any of the foregoing, and
thereafter any such issuance, exchange or replacement, as the case may be, shall
be made at such office by such agent.
13. Remedies. The Company stipulates that the remedies at law of the
holder of this Warrant in the event of any default or threatened default by the
Company in the performance of or compliance with any of the terms of this
Warrant are not and will not be adequate, and that such terms may be
specifically enforced by a decree for the specific performance of any agreement
contained herein or by an injunction against a violation of any of the terms
hereof or otherwise.
14. Restrictions on Transfer and Assignability. This Warrant is
non-assignable and non-transferable without the prior written consent of the
Company and in the event of such consent shall continue to be subject to the
provisions of Section 1 of this Warrant.
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(a) subject to the provisions hereof title to this Warrant may be
transferred by endorsement (by the holder hereof executing the form of
assignment at the end hereof).
(b) until this Warrant is transferred on the books of the Company,
the Company may treat the registered holder hereof as the absolute owner hereof
for all purposes, notwithstanding any notice to the contrary.
15. Notices, etc. All notices and other communications fron the Company
to the holder of this Warrant shall be mailed by first class registered or
certified mail, postage prepaid, at such address as may have been furnished to
the Company in writing by such holder, or, until an address is so furnished to
and at the address of the last holder of this Warrant who has so furnished an
address to the Company.
16. Miscellaneous. This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. This Warrant is being delivered in the State of Massachusetts and
shall be construed and enforced in accordance with and governed by the laws of
such State. The headings in this Warrant are for purposes of reference only, and
shall not limit or otherwise affect any of the terms hereof.
Date: 4/1/96
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FIBERCORE, INC.
By /s/ Ghias Massarani, President
---------------------------------
Ghais Massarani, President
[Corporate Seal]
Attest:
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Secretary
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