WARRANT
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH
OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
TO A TRANSACTION WHICH IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION. THE HOLDER OF THIS CERTIFICATE IS THE BENEFICIARY OF CERTAIN
OBLIGATIONS OF THE COMPANY SET FORTH IN A STOCK PURCHASE AGREEMENT, DATED
AS OF MAY 2, 2000, BETWEEN AMERICAN ACCESS TECHNOLOGIES INC. AND CRESCENT
INTERNATIONAL LTD. A COPY OF THE PORTION OF THE AFORESAID AGREEMENT
EVIDENCING SUCH OBLIGATIONS MAY BE OBTAINED FROM AMERICAN ACCESS
TECHNOLOGIES INC.'S EXECUTIVE OFFICES.
May 2, 2000
Warrant to Purchase up to 128,000 Shares of Common Stock of American
Access Technologies Inc. (hereinafter, the "Incentive Warrant").
American Access Technologies Inc., an entity organized and existing
under the laws of the State of Florida (the "Company"), hereby agrees that
Crescent International Ltd. (the "Investor") or any other Warrant Holder is
entitled, on the terms and conditions set forth below, to purchase from the
Company at any time during the Exercise Period (hereinafter defined) up to
128,000 fully paid and nonassessable shares of Common Stock, par value $0.001
per share, of the Company (the "Common Stock"), as the same may be adjusted from
time to time pursuant to Section 6 hereof, at the Exercise Price (hereinafter
defined), as the same may be adjusted pursuant to Section 6 hereof. The resale
of the shares of Common Stock or other securities issuable upon exercise or
exchange of this Incentive Warrant is subject to the provisions of the
Registration Rights Agreement (as defined below).
Section 1. Definitions.
"Aggregate Exercise Price" shall mean, with respect to any
exercise (in whole or in part) of this Incentive Warrant the Exercise Price
multiplied by the total number of shares of Common Stock for which this
Incentive Warrant is being exercised.
"Agreement" shall mean the Stock Purchase Agreement, dated the
date hereof, between the Company and the Investor.
"Capital Shares" shall mean the Common Stock and any shares of
any other class of common stock whether now or hereafter authorized, having the
right to participate in the distribution of earnings and assets of the Company.
"Exercise Date" shall mean, with respect to any exercise (in
whole or in part) of this Incentive Warrant either (i) the date this Incentive
Warrant, the Exercise Notice and the Aggregate Exercise Price are received by
the Company or (ii) the date a copy of the Exercise Notice is sent by facsimile
to the Company, provided that this Incentive Warrant, the original Exercise
Notice, and the Aggregate Exercise Price are received by the Company within five
(5) Trading Days thereafter and provided further that if this Incentive Warrant,
the original Exercise Notice and the Aggregate Exercise Price are not received
within five (5) Trading Days in accordance with clause (ii) above, the Exercise
Date for this clause (ii) shall be the date this Incentive Warrant, the original
Exercise Notice and the Aggregate Exercise Price are received by the Company.
"Exercise Notice" shall mean, with respect to any exercise (in
whole or in part) of this Incentive Warrant the exercise form attached hereto as
Exhibit A, duly executed by the Warrant Holder.
"Exercise Period" shall mean the period beginning on the
Subscription Date and continuing until the expiration of the five-year period
thereafter; provided that such period shall be extended one day for each day
after the Subscription Date, that the Registration Statement covering (i) shares
purchased by the Investor through the first Put, (ii) the Early Put Warrant
Shares related to such Put and (iii) the Incentive Warrant Shares purchasable
through exercise of this Incentive Warrant, is not effective during the period
such Registration Statement is required to be effective pursuant to the
Registration Rights Agreement.
"Exercise Price" as of the date hereof shall mean $7.0149 per
share of Common Stock, subject to the adjustments provided for in Section 6 of
this Incentive Warrant.
"Per Share Warrant Value" shall mean, with respect to any
exercise (in whole or in part) of this Incentive Warrant the difference
resulting from subtracting the Exercise Price from the Bid Price of one share of
Common Stock on the Trading Day immediately preceding the Exercise Date.
"Registration Rights Agreement" shall mean the registration
rights agreement, dated the date hereof between the Company and the Investor.
"Subscription Date" shall mean the date on which the Agreement
is executed and delivered by the parties hereto.
"Warrant Holder" shall mean the Investor or any assignee or
transferee of all or any portion of this Incentive Warrant.
Other capitalized terms used but not defined herein shall have
their respective meanings set forth in the Agreement.
Section 2. Exercise; Cashless Exercise.
(a) Method of Exercise. This Incentive Warrant may be
exercised in whole or in part (but not as to a fractional share of Common
Stock), at any time and from time to time during the Exercise Period, by the
Warrant Holder by (i) the surrender of this Incentive Warrant, the Exercise
Notice and the Aggregate Exercise Price to the Company at the address set forth
in Section 11 hereof or (ii) the delivery by facsimile of an executed and
completed Exercise Notice to the Company and delivery to the Company within five
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(5) Trading Days thereafter of this Incentive Warrant, the original Exercise
Notice and the Aggregate Exercise Price.
(b) Payment of Aggregate Exercise Price. Subject to paragraph
(c) below, payment of the Aggregate Exercise Price shall be made by check or
bank draft payable to the order of the Company or by wire transfer to an account
designated by the Company. If the amount of the payment received by the Company
is less than the Aggregate Exercise Price, the Warrant Holder will be notified
of the deficiency and shall make payment in that amount within five (5) Trading
Days of such notice. In the event the payment exceeds the Aggregate Exercise
Price, the Company will refund the excess to the Warrant Holder within three (3)
Trading Days of both the receipt of such payment and the knowledge of such
excess.
(c) Cashless Exercise. As an alternative to payment of the
Aggregate Exercise Price in accordance with Section 3(b) above, the Warrant
Holder may elect to effect a cashless exercise by so indicating on the Exercise
Notice and including a calculation of the number of shares of Common Stock to be
issued upon such exercise in accordance with the terms hereof (a "Cashless
Exercise"). In the event of a Cashless Exercise, the Warrant Holder shall
surrender this Incentive Warrant for that number of shares of Common Stock
determined by (i) multiplying the number of Incentive Warrant Shares for which
this Incentive Warrant is being exercised by the Per Share Warrant Value and
(ii) dividing the product by the Bid Price of one share of the Common Stock on
the Trading Day immediately preceding the Exercise Date.
(d) Replacement Warrant. In the event that the Incentive
Warrant is not exercised in full, the number of Incentive Warrant Shares shall
be reduced by the number of such Incentive Warrant Shares for which this
Incentive Warrant is exercised, and the Company, at its expense, shall forthwith
issue and deliver to the Warrant Holder a new Incentive Warrant of like tenor in
the name of the Warrant Holder or as the Warrant Holder may request, reflecting
such adjusted number of Incentive Warrant Shares.
Section 3. Ten Percent Limitation. The Warrant Holder may not exercise
this Incentive Warrant such that the number of Incentive Warrant Shares to be
received pursuant to such exercise aggregated with all other shares of Common
Stock then owned by the Warrant Holder beneficially or deemed beneficially owned
by the Warrant Holder would result in the Warrant Holder owning more than 9.9%
of all of such Common Stock as would be outstanding on such Exercise Date, as
determined in accordance with Section 13(d) of the Exchange Act and the rules
and regulations promulgated thereunder. As of any date prior to the Exercise
Date, the aggregate number of shares of Common Stock into which this Incentive
Warrant is exercisable, together with all other shares of Common Stock then
beneficially owned (as such term is defined in Rule 13(d) under the Exchange
Act) by such Warrant Holder and its affiliates, shall not exceed 9.9% of the
total outstanding shares of Common Stock as of such date.
Section 4. Delivery of Stock Certificates.
(a) Subject to the terms and conditions of this Incentive
Warrant, as soon as practicable after the exercise of this Incentive Warrant in
full or in part, and in any event within five (5) Trading Days thereafter, the
Company at its expense (including, without limitation, the payment by it of any
applicable issue taxes) will cause to be issued in the name of and delivered to
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the Warrant Holder, or as the Warrant Holder may lawfully direct, a certificate
or certificates for the number of validly issued, fully paid and non-assessable
Incentive Warrant Shares to which the Warrant Holder shall be entitled on such
exercise, together with any other stock or other securities or property
(including cash, where applicable) to which the Warrant Holder is entitled upon
such exercise in accordance with the provisions hereof; provided, however, that
any such delivery to a location outside of the United States shall also be made
within five (5) Trading Days after the exercise of this Incentive Warrant in
full or in part.
(b) This Incentive Warrant may not be exercised as to
fractional shares of Common Stock. In the event that the exercise of this
Incentive Warrant, in full or in part, would result in the issuance of any
fractional share of Common Stock, then in such event the Warrant Holder shall
receive in cash an amount equal to the Bid Price of such fractional share within
five (5) Trading Days.
Section 5. Representations, Warranties and Covenants of the Company.
(a) The Company shall take all necessary action and
proceedings as may be required and permitted by applicable law, rule and
regulation for the legal and valid issuance of this Incentive Warrant and the
Incentive Warrant Shares to the Warrant Holder.
(b) At all times during the Exercise Period, the Company shall
take all steps reasonably necessary and within its control to insure that the
Common Stock remains listed or quoted on the Principal Market.
(c) The Incentive Warrant Shares, when issued in accordance
with the terms hereof, will be duly authorized and, when paid for or issued in
accordance with the terms hereof, shall be validly issued, fully paid and
non-assessable.
(d) The Company has authorized and reserved for issuance to
the Warrant Holder the requisite number of shares of Common Stock to be issued
pursuant to this Incentive Warrant. The Company shall at all times reserve and
keep available, solely for issuance and delivery as Incentive Warrant Shares
hereunder, such shares of Common Stock as shall from time to time be issuable as
Incentive Warrant Shares, and shall accordingly adjust the number of such shares
of Common Stock promptly upon the occurrence of any of the events specified in
Section 6 hereof.
Section 6. Adjustment of the Exercise Price. The Exercise Price and,
accordingly, the number of Incentive Warrant Shares issuable upon exercise of
the Incentive Warrant, shall be subject to adjustment from time to time upon the
happening of certain events as follows:
(a) Reclassification, Consolidation, Merger; Mandatory Share
Exchange; Sale Transfer or Lease of Assets. If the Company, at any time while
this Incentive Warrant is unexpired and not exercised in full, (i) reclassifies
or changes its Outstanding Capital Shares (other than a change in par value, or
from par value to no par value per share, or from no par value per share to par
value or as a result of a subdivision or combination of outstanding securities
issuable upon exercise of the Incentive Warrant) or (ii) consolidates, merges or
effects a mandatory share exchange (x) with another corporation (other than a
merger or mandatory share exchange with another corporation in which the Company
is a continuing corporation and that does not result in any reclassification or
4
change, other than a change in par value, or from par value to no par value per
share, or from no par value per share to par value, or (y) as a result of a
subdivision or combination of Outstanding Capital Shares issuable upon exercise
of the Incentive Warrant) or (iii) sells, transfers or leases all or
substantially all of its assets, then in any such event the Company, or such
successor or purchasing corporation, as the case may be, shall, without payment
by the Warrant Holder of any additional consideration therefor, amend this
Incentive Warrant or issue a new Incentive Warrant providing that the Warrant
Holder shall have rights not less favorable to the Warrant Holder than those
then applicable to this Incentive Warrant and to receive upon exercise under
such amendment of this Incentive Warrant or new Incentive Warrant, in lieu of
each share of Common Stock theretofore issuable upon exercise of the Incentive
Warrant hereunder, the kind and amount of shares of stock, other securities,
money or property receivable upon such reclassification, change, consolidation,
merger, mandatory share exchange, lease, sale or transfer by the holder of one
share of Common Stock issuable upon exercise of the Incentive Warrant had the
Incentive Warrant been exercised immediately prior to such reclassification,
change, consolidation, merger, mandatory share exchange or sale or transfer
(without giving effect to the limitation on ownership set forth in Section 3
hereof), and an appropriate provision for the foregoing shall be made by the
Company as part of any such event. Such amended Incentive Warrant or new
Incentive Warrant shall provide for adjustments that shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Section
6. The provisions of this Section 6(a) shall similarly apply to successive
reclassifications, changes, consolidations, mergers, mandatory share exchanges,
sales, transfers and leases.
(b) Subdivision or Combination of Shares; Stock Dividends. If
the Company, at any time while this Incentive Warrant is unexpired and not
exercised in full, shall (x) subdivide its Common Stock, (y) combine its Common
Stock or (z) pay a dividend in its Capital Shares, or make any other
distribution of its Capital Shares, then the Exercise Price shall be adjusted,
as of the date the Company shall take a record of the holders of its Capital
Shares for the purpose of effecting such subdivision, combination or dividend or
other distribution (or if no such record is taken, as of the effective date of
such subdivision, combination, dividend or other distribution), to that price
determined by multiplying the Exercise Price in effect immediately prior to such
subdivision, combination, dividend or other distribution by a fraction:
(i) the numerator of which shall be the total number
of Outstanding Capital Shares immediately prior to such subdivision,
combination, dividend or other distribution, and
(ii) the denominator of which shall be the total
number of Outstanding Capital Shares immediately after such subdivision,
combination, dividend or other distribution. The provisions of this Section 6(b)
shall not apply under any of the circumstances for which an adjustment is made
pursuant to Section 6(a).
(c) Liquidating Dividends, Etc. If the Company, at any time
while this Incentive Warrant is unexpired and not exercised in full, makes a
distribution of its assets or evidences of indebtedness to the holders of its
Capital Shares as a dividend in liquidation or by way of return of capital or
other than as a dividend payable out of earnings or surplus legally available
for dividends under applicable law or any distribution to such holders made in
5
respect of the sale of all or substantially all of the Company's assets (other
than under the circumstances provided for in the foregoing subsections (a) and
(b) while an exercise is pending, then the Warrant Holder shall be entitled to
receive upon such exercise of the Incentive Warrant in addition to the Incentive
Warrant Shares receivable in connection therewith, and without payment of any
consideration other than the Exercise Price, an amount in cash equal to the
value of such distribution per Capital Share multiplied by the number of
Incentive Warrant Shares that, on the record date for such distribution, are
issuable upon such exercise of the Incentive Warrant (without giving effect to
the limitation on ownership set forth in Section 3 hereof), and an appropriate
provision therefor shall be made by the Company as part of any such
distribution. No further adjustment shall be made following any event that
causes a subsequent adjustment in the number of Incentive Warrant Shares
issuable. The value of a distribution that is paid in other than cash shall be
determined in good faith by the Board of Directors of the Company.
(d) Adjustment of Number of Shares. Upon each adjustment of
the Exercise Price pursuant to any provisions of this Section 6, the number of
Incentive Warrant Shares issuable hereunder at the option of the Warrant Holder
shall be calculated, to the nearest one hundredth of a whole share, multiplying
the number of Incentive Warrant Shares issuable prior to an adjustment by a
fraction:
(i) the numerator of which shall be the Exercise
Price before any adjustment pursuant to this Section 6; and
(ii) the denominator of which shall be the Exercise
Price after such adjustment.
(e) Other Action Affecting Capital Shares. In the event after
the date hereof the Company shall take any action affecting the number of
Outstanding Capital Shares, other than an action specifically described in any
of the foregoing subsections (a) through (c) hereof, inclusive (including,
without limitation, a subdivision or combination of Common Stock, or the payment
of a dividend in its Capital Shares or any other distribution in its Warrant
Closing), that in the reasonable opinion of the Warrant Holder would have a
materially adverse effect upon the rights of the Warrant Holder at the time of
exercise of the Incentive Warrant, the Exercise Price shall be adjusted in such
manner and at such time as the Board of Directors on the advice of the Company's
independent public accountants shall in good faith determine to be equitable in
the circumstances.
(f) Notice of Certain Actions; Notice of Adjustments.
(i) In the event the Company shall, at a time while
the Incentive Warrant is unexpired and outstanding, take any action pursuant to
subsections (a) through (e) of this Section 6 that may result in an adjustment
of the Exercise Price, the Company shall notify the Warrant Holder of such
action ten (10) days in advance of its effective date in order to afford to the
Warrant Holder an opportunity to exercise the Incentive Warrant prior to such
action becoming effective.
(ii) Whenever the Exercise Price or number of
Incentive Warrant Shares shall be adjusted pursuant to Section 6 hereof, the
6
Company shall promptly deliver by facsimile, with the original delivered by
express courier service in accordance with Section 10 hereof, a certificate,
which shall be signed by the Company's President or a Vice President and by its
Treasurer or Assistant Treasurer or its Secretary or Assistant Secretary,
setting forth in reasonable detail the event requiring the adjustment, the
amount of the adjustment, the method by which such adjustment was calculated
(including a description of the basis on which the Company's Board of Directors
made any determination hereunder), and the Exercise Price and number of
Incentive Warrant Shares purchasable at that Exercise Price after giving effect
to such adjustment.
Section 7. No Impairment. The Company will not, by amendment of its
Articles of Incorporation or By-Laws or through any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms of this Incentive Warrant, but will at all times in good faith
assist in the carrying out of all such terms and in the taking of all such
action as may be necessary or appropriate in order to protect the rights of the
Warrant Holder against impairment. Without limiting the generality of the
foregoing, the Company (a) will not increase the par value of any Incentive
Warrant Shares above the amount payable therefor on such exercise, and (b) will
take all such action as may be reasonably necessary or appropriate in order that
the Company may validly and legally issue fully paid and nonassessable Incentive
Warrant Shares on the exercise of this Incentive Warrant.
Section 8. Rights As Stockholder. Prior to exercise of this Incentive
Warrant and except as provided in Section 6 hereof, the Warrant Holder shall not
be entitled to any rights as a stockholder of the Company with respect to the
Incentive Warrant Shares, including (without limitation) the right to vote such
shares, receive dividends or other distributions thereon or be notified of
stockholder meetings. However, in the event of any taking by the Company of a
record of the holders of any class of securities for the purpose of determining
the holders thereof who are entitled to receive any dividend (other than a cash
dividend) or other distribution, 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, the Company shall mail to each Warrant
Holder, at least ten (10) days prior to the date specified therein, a notice
specifying the date on which any such record is to be taken for the purpose of
such dividend, distribution or right, and the amount and character of such
dividend, distribution or right.
Section 9. Replacement of Incentive Warrant. Upon receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of the Incentive Warrant and, in the case of any such loss, theft or
destruction of the Incentive Warrant, upon delivery of an indemnity agreement or
security reasonably satisfactory in form and amount to the Company or, in the
case of any such mutilation, on surrender and cancellation of such Incentive
Warrant, the Company at its expense will execute and deliver, in lieu thereof, a
new Incentive Warrant of like tenor.
Section 10. Restricted Securities.
(a) Registration or Exemption Required. This Incentive Warrant
has been issued in a transaction exempt from the registration requirements of
the Securities Act in reliance upon the provisions of Section 4(2) promulgated
by the SEC under the Securities Act. This Incentive Warrant and the Incentive
7
Warrant Shares issuable upon exercise of this Incentive Warrant may not be
resold except pursuant to an effective registration statement or an exemption to
the registration requirements of the Securities Act and applicable state laws.
(b) Legend. Any replacement Incentive Warrants issued pursuant
to Section 2 hereof and any Incentive Warrant Shares issued upon exercise
hereof, shall bear the following legend:
"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES
LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH
OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST
OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE
DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A
TRANSACTION WHICH IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION. THE HOLDER OF THIS CERTIFICATE IS THE
BENEFICIARY OF CERTAIN OBLIGATIONS OF THE COMPANY SET FORTH IN
A STOCK PURCHASE AGREEMENT, DATED AS OF MAY 2, 2000, BETWEEN
AMERICAN ACCESS TECHNOLOGIES INC. AND CRESCENT INTERNATIONAL
LTD. A COPY OF THE PORTION OF THE AFORESAID AGREEMENT
EVIDENCING SUCH OBLIGATIONS MAY BE OBTAINED FROM THE AMERICAN
ACCESS TECHNOLOGIES INC.'S EXECUTIVE OFFICES."
Removal of such legend shall be in accordance with the legend removal
provisions in the Agreement.
(c) No Other Legend or Stock Transfer Restrictions. No legend
other than the one specified in Section 10(b) has been or shall be placed on the
share certificates representing the Incentive Warrant Shares and no instructions
or "stop transfer orders," so called, "stock transfer restrictions" or other
restrictions have been or shall be given to the Company's transfer agent with
respect thereto other than as expressly set forth in this Section 10.
(d) Assignment. Assuming the conditions of Section 10(a) above
regarding registration or exemption have been satisfied, the Warrant Holder may
sell, transfer, assign, pledge or otherwise dispose of this Incentive Warrant,
in whole or in part. The Warrant Holder shall deliver a written notice to the
Company substantially in the form of the assignment form attached hereto as
Exhibit B (the "Assignment Notice") indicating the person or persons to whom
this Incentive Warrant shall be assigned and the respective number of warrants
to be assigned to each assignee. The Company shall effect the assignment within
8
ten (10) days of receipt of such Assignment Notice, and shall deliver to the
assignee(s) designated by the Warrant Holder a Incentive Warrant or Incentive
Warrants of like tenor and terms for the specified number of shares.
(e) Investor's Compliance. Nothing in this Section 10 shall
affect in any way the Investor's obligations under any agreement to comply with
all applicable securities laws upon resale of the Common Stock.
Section 11. Notices. All notices, demands, requests, consents,
approvals, and other communications required or permitted hereunder shall be in
writing and shall be deemed duly given (i) upon delivery if hand delivered at
the address designated below (if delivered on a business day during normal
business hours where such notice is to be received), or the first business day
following such delivery (if delivered other than on a business day following
such delivery (if delivered other than on a business day during normal business
hours where such notice is to be received), (ii) on the fifth business day after
deposit into the mail, if deposited in the mail, registered or certified, return
receipt requested, postage prepaid, addressed to the address designated below,
(iii) upon delivery if delivered by reputable express courier service to the
address designated below, or (iv) upon confirmation of transmission if
transmitted to the facsimile number designated below (if delivered on a business
day during normal business hours where such notice is to be received), or the
first business day following such delivery (if delivered other than on a
business day during normal business hours where such notice is to be received).
The addresses and facsimile numbers for such communications shall be:
if to the Company:
American Access Technologies Inc.
37 Skyline Drive
Suite 1101
Lake Mary, Florida 32746
Attention: Lacy Loar
Telephone: (407) 333-1446
Facsimile: (407) 333-2598
with a copy (which shall not constitute notice) to:
Joel Bernstein, Esq. P.A.
11900 Biscayne Blvd., Suite 604
Miami, Florida 33181
Telephone: (305) 892-1122
Facsimile: (305) 892-0822
9
if to the Investor:
Crescent International Ltd.
c/o GreenLight (Switzerland) SA
84, av Louis-Casai
1216 Geneva, Cointrin
P.O. Box 42
Switzerland
Attention: Mel Craw/Maxi Brezzi
Telephone: +41 22 791 72 56
Facsimile: +41 22 929 53 94
with a copy (which shall not constitute notice) to:
Clifford Chance Rogers & Wells LLP
200 Park Avenue
New York, New York 10166
Attention: Sara Hanks, Esq./Earl S. Zimmerman, Esq.
Telephone: (212) 878-8000
Facsimile: (212) 878-8375
Either party hereto may from time to time change its address or facsimile
number for notices under this Section 13 by giving at least ten (10) days'
prior written notice of such changed address or facsimile number to the
other party hereto.
Section 12. Miscellaneous. This Incentive 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. The headings in this Incentive Warrant are
for purposes of reference only, and shall not limit or otherwise affect any of
the terms hereof. The invalidity or unenforceability of any provision hereof
shall in no way affect the validity or enforceability of any other provision.
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IN WITNESS WHEREOF, this Incentive Warrant was duly executed
by the undersigned, thereunto duly authorized, as of the date first set forth
above.
AMERICAN ACCESS TECHNOLOGIES INC.
By:______________________________
Name:
Title:
Attested:
By:______________________________
Name:
Title:
11
EXHIBIT A TO THE INCENTIVE WARRANT
EXERCISE FORM
AMERICAN ACCESS TECHNOLOGIES
The undersigned (the "Registered Holder") hereby irrevocably exercises
the right to purchase __________________ shares of Common Stock of American
Access Technologies, an entity organized and existing under the laws of the
State of Florida (the "Company"), evidenced by the attached Incentive Warrant,
and herewith makes payment of the Exercise Price with respect to such shares in
full in the form of (check the appropriate box) (i) cash or certified check in
the amount of $________; (ii) wire transfer to the Company's account at
__________________, _________, _________ (Account No.:_________); or (iii)
______ Incentive Warrant Shares, which represent the amount of Incentive Warrant
Shares as provided in the attached Incentive Warrant to be canceled in
connection with such exercise, all in accordance with the conditions and
provisions of said Incentive Warrant.
The undersigned requests that stock certificates for such Incentive
Warrant Shares be issued, and a Incentive Warrant representing any unexercised
portion hereof be issued, pursuant to this Incentive Warrant in the name of the
Registered Holder and delivered to the undersigned at the address set forth
below.
Dated:______________________________
____________________________________
Signature of Registered Holder
____________________________________
Name of Registered Holder (Print)
____________________________________
Address
NOTICE
The signature to the foregoing Exercise Form must correspond to the
name as written upon the face of the attached Incentive Warrant in every
particular, without alteration or enlargement or any change whatsoever.
EXHIBIT B TO THE INCENTIVE WARRANT
ASSIGNMENT
(To be executed by the registered Warrant Holder (the "Registered
Holder") desiring to transfer the Incentive Warrant, in whole or in part.)
FOR VALUED RECEIVED, the undersigned Warrant Holder of the attached
Incentive Warrant hereby sells, assigns or transfers unto the person(s) named
below (the "Assignee") the right to purchase ______________ shares of the Common
Stock of American Access Technologies evidenced by the attached Incentive
Warrant and does hereby irrevocably constitute and appoint
______________________ (attorney) to transfer the number of shares specified of
the said Incentive Warrant on the books of the Company, with full power of
substitution in the premises.
The undersigned requests that such Incentive Warrant be issued, and a
Incentive Warrant representing any unsold, unassigned or non-transferred portion
hereof be issued, pursuant to this Incentive Warrant in the name of the
Registered Holder and delivered to the undersigned at the address set forth
below.
Dated:______________________________
____________________________________
Signature of Registered Holder
____________________________________
Name of Registered Holder (Print)
____________________________________
Address of Registered Holder
____________________________________
Name of Assignee (Print)
____________________________________
Address of Assignee (including zip code number)
Fill in for new Registration of Incentive Warrant:
- -----------------------------------------
Name
- -----------------------------------------
Address
- -----------------------------------------
Please print name and address of assignee
(including zip code number)
NOTICE
The signature to the foregoing Assignment must correspond to the name
as written upon the face of the attached Incentive Warrant in every particular,
without alteration or enlargement or any change whatsoever.