EXHIBIT 4.1
WARRANT
NEITHER THE WARRANTS REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON
EXERCISE THEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). NONE OF SUCH SECURITIES MAY BE OFFERED OR SOLD EXCEPT
PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT, OR (II) AN AVAILABLE
EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION OF
SECURITIES AND UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY
SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT SUCH EXEMPTION FROM REGISTRATION
UNDER THE ACT IS AVAILABLE.
DATE: June 30, 1999
NO.: W-8
WARRANT TO PURCHASE
SHARES OF
COMMON STOCK
OF
EGLOBE, INC.
eGlobe, Inc., a Delaware corporation (the "Company"), hereby issues to
EXTL Investors, LLC (the "Holder") this warrant to purchase from the Company,
for a price per share equal to $1.00, 5,000,000 shares of common stock, $.001
par value per share of the Company (the "Common Stock").
1. Exercise. The rights represented by this warrant may be exercised,
in whole or in part, at any time beginning on (i) the date hereof, with respect
to one-third (1/3) of the number of shares of Common Stock which the Holder is
entitled to purchase under this warrant, (ii) the earlier of (x) the first
anniversary of the date hereof and (y) the Note Maturity Date, as defined in the
Loan and Note Purchase Agreement, dated as of April 9, 1999, among the Holder,
the Company and eGlobe Financing Corporation, a wholly owned subsidiary of the
Company and amended by Amendment No. 1 to Loan and Note Purchase Agreement dated
as of the date hereof (the "Loan and Note Purchase Agreement"), with respect to
an additional one-third (1/3) of the number of shares of Common Stock which the
Holder is entitled to purchase under this warrant, and (iii) the earlier of (x)
the second anniversary of the date hereof and (y) the Note Maturity Date, with
respect to the final one-third (1/3) of the number of shares of Common Stock
which the Holder is entitled to purchase under this warrant, in each case until
(and all rights to purchase Common Stock hereunder shall expire at) 5:00 PM (New
York, New York
time) on the Note Maturity Date or, in the event that some shares of Common
Stock first can be purchased under this warrant on the Note Maturity Date
because the Note Maturity Date occurs prior to the third anniversary of the date
hereof, on the date that is 30 days after the Note Maturity Date (the "Exercise
Period").
The rights represented by this warrant may be exercised by (a) the
surrender of this warrant, along with the purchase form attached as Exhibit A
(the "Purchase Form"), properly executed, at the address of the Company set
forth in section 7.2 (or such other address as the Company may designate by
notice in writing to the Holder at its address set forth in section 7.2) and (b)
the payment to the Company of the exercise price by check, payable to the order
of the Company, for the number of shares of Common Stock specified in the
Purchase Form, together with any applicable stock transfer taxes. A certificate
representing the shares of Common Stock so purchased and, in the event of an
exercise of fewer than all the rights represented by this warrant, a new warrant
in the form of this warrant issued in the name of the Holder or its designee(s)
and representing a new warrant to purchase a number of shares of Common Stock
equal to the number of shares of Common Stock as to which this warrant was
theretofore exercisable less the number of shares of Common Stock as to which
this warrant shall theretofore have been exercised, shall be delivered to the
Holder or such designee(s) as promptly as practicable, but in no event later
than three business days, after this warrant shall have been so exercised.
2. Antidilution. In case the Company shall (i) pay a dividend in shares
of Common Stock or make a distribution in shares of Common Stock, (ii) subdivide
its outstanding shares of Common Stock (including, without limitation, by way of
stock splits and the like), (iii) combine its outstanding shares of Common Stock
into a smaller number of shares of Common Stock or (iv) issue by
reclassification of its shares of Common Stock other securities of the Company
(including any such reclassification in connection with a consolidation or
merger in which the Company is the surviving corporation), the number of shares
of Common Stock purchasable upon exercise of this warrant immediately prior
thereto shall be adjusted so that the Holder shall be entitled to receive the
number of shares of Common Stock or the kind and number of other securities of
the Company which it would have owned or have been entitled to receive after the
happening of any of the events described above had this warrant been exercised
immediately prior to the happening of such event or any record date with respect
thereto, and the exercise price per share shall be adjusted appropriately. An
adjustment made pursuant to this Section 2 shall become effective immediately
after the effective date of each such event retroactive to the record date, if
any, for such event, without amendment or modification required to this
document.
3. Transfer. Subject to applicable law (including the requirements set
forth in the legend at the beginning of this warrant), this warrant may be
transferred at any time, in whole or in part, to any person or persons. Any
transfer shall be
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effected by the surrender of this warrant, along with the form of assignment
attached as Exhibit B, properly executed, at the address of the Company set
forth in section 7.2 (or such other address as the Company may designate by
notice in writing to the Holder at its address set forth in section 7.2).
Thereupon, the Company shall issue in the name or names specified by the Holder
a new warrant or warrants of like tenor and representing a warrant or warrants
to purchase in the aggregate a number of shares equal to the number of shares to
which this warrant was theretofore exercisable less the number of shares as to
which this warrant shall theretofore have been exercised.
4. Payment of Taxes. The Company shall cause all shares of Common Stock
issued upon the exercise of this warrant to be validly issued, fully paid and
nonassessable and not subject to preemptive rights. The Company shall pay all
expenses in connection with, and all taxes and other governmental charges that
may be imposed with respect to the issuance or delivery of the shares of Common
Stock upon exercise of this warrant, unless such tax or charge is imposed by law
upon the Holder.
5. Reservation of Shares. From and after the date of this warrant, the
Company shall at all times reserve and keep available for issuance upon the
exercise of this warrant a number of its authorized but unissued shares of
Common Stock sufficient to permit the exercise in full of this warrant.
6. Substitution of Preferred Stock. Notwithstanding the references in
this Agreement to Common Stock and the purchase of Common Stock upon the
exercise of this warrant, to the extent the Company is not permitted to issue
Common Stock without obtaining Stockholder Approval (as defined below) under the
rules or regulations of the Nasdaq Stock Market, as in effect at the applicable
time, the Company shall substitute, in lieu of Common Stock, a preferred stock
of the Company that (i) shall be equivalent to Common Stock in all economic
respects, including with respect to liquidation, dividends and other economic
terms, (ii) shall be non-voting in the event that the holder (together with all
of its affiliates) is the beneficial owner (as such term is defined under the
federal securities laws and the rules and regulations thereunder) of 19.9% or
more of the Common Stock but otherwise shall vote with the Common Stock as a
single class and be entitled to the same number of votes per share as the number
of shares of Common Stock issuable upon conversion of such preferred stock, and
(iii) shall be convertible into Common Stock, provided that the conversion right
may not be exercised without Stockholder Approval in the event that the holder
(together with all of its affiliates) is, or following such conversion would be,
the beneficial owner of 19.9% or more of the Common Stock. "Stockholder
Approval" means any approval of stockholders of the Company which may be
required, in the reasonable determination of the Company upon advice of its
counsel, under the rules or regulations of the Nasdaq Stock Market, as in effect
at the applicable time.
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7. Miscellaneous.
7.1 Securities Act Restrictions. The Holder acknowledges that this
warrant and Common Stock issuable upon the exercise of this warrant may not be
sold, transferred or otherwise disposed of without registration under the
Securities Act of 1933, as amended (the "Act") or an applicable exemption from
the registration requirements of the Act and, accordingly, this warrant and all
certificates representing the Common Stock issuable upon the exercise of this
warrant shall bear a legend in the form set forth on the top of page one of this
warrant.
7.2 Notices. Any notices and other communications under this warrant
shall be in writing and may be given by any of the following methods: (a)
personal delivery; (b) facsimile transmission; (c) registered or certified mail,
postage prepaid, return receipt requested; or (d) overnight delivery service.
Notices shall be sent to the appropriate party at its address or facsimile
number given below (or at such other address or facsimile number for such party
as shall be specified by notice given hereunder): (a) if to the Company, to it
at: 2000 Pennsylvania Avenue, Washington, DC 20006, Fax No. (202) 822-8984,
Attention: Chief Executive Officer, and if to the Holder, to it at his/her
address appearing on the stock records of the Company at the time that a notice
shall be mailed, or at such other address as the party to be notified shall from
time to time have furnished to the Company. All such notices and communications
shall be deemed received upon (a) actual receipt thereof by the addressee, (b)
actual delivery thereof to the appropriate address or (c) in the case of a
facsimile transmission, upon transmission thereof by the sender and issuance by
the transmitting machine of a confirmation slip confirming that the number of
pages constituting the notice have been transmitted without error. In the case
of notices sent by facsimile transmission, the sender shall contemporaneously
mail a copy of the notice to the addressee at the address provided for above.
However, such mailing shall in no way alter the time at which the facsimile
notice is deemed received.
7.3 Amendment. This warrant may be modified or amended or the
provisions of this warrant may be waived only with the written consent of the
Company and the Holder.
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7.4 Governing Law. This warrant shall be governed by the law of the
State of Delaware, without regard to the provisions thereof relating to
conflicts of laws.
EGLOBE, INC.
By:
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Name: Christopher J. Vizas
Title: Chairman of the Board of
Directors and Chief
Executive Officer
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EXHIBIT A
PURCHASE FORM
EXTL Investors, LLC, the undersigned registered owner of this warrant,
irrevocably exercises this warrant for the purchase of ______________ shares of
common stock, $.001 par value per share (the "Common Stock") of eGlobe, Inc.,
for a price per share equal to $1.00, and herewith makes payment therefor in the
aggregate amount of $___________, all on the terms and conditions specified in
this warrant, and requests that certificates for the shares of Common Stock
hereby purchased be issued in the name of and delivered to the undersigned.
Dated: EXTL Investors, LLC
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By
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Title
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Address
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EXHIBIT B
ASSIGNMENT FORM
FOR VALUE RECEIVED. the undersigned registered owner of this warrant
hereby sells, assigns and transfers to the assignee named below all of the
rights of the undersigned under this warrant with respect to the number of
shares of common stock, $.001 par value per share of eGlobe, Inc. set forth
below:
Name and Address of Assignee No. of Shares of Common Stock
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and does hereby irrevocably constitute and appoint ____________________
attorney-in-fact to register such transfer on the books of eGlobe, Inc.
maintained for the purpose, with full power of substitution in the premises.
Dated: Print Name:
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Signature:
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Witness:
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