THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED,
SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT OR A VALID EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE
STATE SECURITIES LAWS
HADRON, INC.
AMENDED STOCK PURCHASE WARRANT
1. Grant.
Hadron, Inc., a New York corporation (hereinafter "Company"), for value
received hereby grants to ▇.▇. ▇▇▇▇▇▇▇ or his assigns (hereinafter "Holder")
under the terms herein the right to purchase 620,000 fully paid and non-
assessable shares of the Company's $.02 par value common stock which number
was determined in accordance with paragraph 4 of the Third Amended and
Restated Convertible Promissory Note dated as of April 21, 1997 and issued in
favor of Holder by Engineering and Information Services, Inc. and SyCom
Services, Inc. as co-makers (the "Makers") in the original principal amount of
$225,000.00 (the "Third Amended Note").
2. Expiration.
The right to exercise this warrant shall expire on October 21, 2003.
3. Exercise Price.
The per share exercise price of this Warrant shall be $0.25.
4. Exercise of Shares for Exercise Price.
The Holder at his or her option may remit the total exercise price (the
"Total Exercise Price") under this Warrant (number of shares received on
exercise times the per share exercise price) by reducing the number of shares
for which the Warrant is otherwise exercisable by the number of shares having
fair market value equal to the Total Exercise Price.
5. Promissory Note.
This Warrant is subject to the terms of the Third Amended Note, a copy
of which is on file and may be examined at the Company's offices in
Alexandria, Virginia during regular business hours.
6. Exercise Procedure.
This Warrant may be exercised by presenting it and tendering the
exercise price in legal tender or by bank cashier's or certified check at the
principal office of the Company along with a written subscription
substantially in the form of Exhibit A hereof. The date on which this Warrant
is thus surrendered, accompanied by tender or payment as hereinbefore or
hereinafter provided, is referred to herein as the Exercise Date. The Company
shall forthwith at its expense (including the payment of issue taxes) issue
and deliver the proper number of shares, and such shares shall be deemed
issued for all purposes as of the opening of business on the Exercise Date
notwithstanding any delay in the actual issuance thereof.
7. Sale or Exchange of Company or Assets.
If prior to issuance of stock under this Warrant, the Company sells or
exchanges all or substantially all of its assets, or the shares of common
stock of the Company are sold or exchanged to any party other than the Holder,
then the Holder at his or her option may receive, in lieu of the stock
otherwise issuable hereunder, such money or property he would have been
entitled to receive if this Warrant had been exercised prior to such sale or
exchange.
8. Sale of Warrant or Shares.
Neither this Warrant nor the shares of common stock issuable upon
exercise of this Warrant have been registered under the Securities Act of
1933, as amended, or under the securities laws of any state. Neither this
Warrant nor the shares of common stock issued upon exercise of this Warrant
may be sold, transferred, pledged or hypothecated in the absence of (i) an
effective registration statement for this Warrant or the shares, as the case
may be, under the Securities Act of 1933, as amended, and such registration or
qualification as may be necessary under the securities laws of any state, or
(ii) an opinion of counsel reasonably satisfactory to the Company that such
registration or qualification is not required. The Company shall cause a
certificate or certificates evidencing all or any of the shares of common
stock issued upon exercise of this Warrant prior to said registration and
qualification of such shares to bear the following legend: "The shares
evidenced by this certificate have not been registered under the Securities
Act of 1933, as amended, or under the securities laws of any state. The shares
may not be sold, transferred, pledged or hypothecated in the absence of an
effective registration statement under the Securities Act of 1933, as amended,
and such registration or qualification as may be necessary under the
securities laws of any state, or an opinion of counsel satisfactory to the
Company that such registration or qualification is not required."
9. Transfer.
This Warrant shall be registered on the books of the Company which shall
be kept at its principal office for that purpose, and shall be transferable in
whole or in part but only on such books by the Holder in person or by duly
authorized attorney with written notice substantially in the form of Exhibit B
hereof, and only in compliance with the preceding paragraph. The Company may
issue appropriate stop orders to its transfer agent to prevent a transfer in
violation of the preceding paragraph.
10. Replacement of Warrant.
At the request of ▇▇▇▇▇▇ and on production of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and (in the case of loss, theft, or destruction) if required by
the Company, upon delivery of an indemnity agreement with surety in such
reasonable amount as the Company may determine thereof, the Company at its
expense will issue in lieu thereof a new Warrant of like tenor.
11. Investment Covenant.
The Holder by his or her acceptance hereof covenants that this Warrant
is and any common stock issued hereunder will be acquired for investment
purposes, and that the Holder will not distribute the same in violation of any
state or federal law or regulation.
12. Laws Governing.
This Warrant shall be construed according to the laws of the
Commonwealth of Virginia, without regard to its laws or regulations relating
to conflicts of laws.
IN WITNESS WHEREOF, Hadron, Inc. has caused this Warrant to be signed on
its behalf, in its corporate name, by its President, and its corporate seal to
be hereunto affixed and the said seal to be attested by its Secretary, as of
this 2nd day of June 1997.
HADRON, INC.
Attest:
/S/ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
_____________________ ___________________________
By: ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Secretary President
EXHIBIT A
IRREVOCABLE SUBSCRIPTION
To: Hadron, Inc.
Ladies and Gentlemen:
The undersigned hereby elects to exercise its right under the attached
Warrant by purchasing ______________ shares of the $.02 par value common stock
Hadron, Inc., and hereby irrevocably subscribes to such issue. The
certificates for such shares shall be issued in the name of
_________________________________________________________________ (Name)
_________________________________________________________________ (Address)
_________________________________________________________________ (Taxpayer
Number)
and delivered to
________________________________________________________________
(Name)
_________________________________________________________________ (Address)
The exercise price of $_____________ is enclosed.
Date:________________________________________
Signed:______________________________________
EXHIBIT B
ASSIGNMENT
FOR VALUE
RECEIVED,_____________________________________________________
_________________________________________________________________ (Name)
_________________________________________________________________ (Address)
hereby sells, assigns and transfers the attached Warrant together with all
right, title and interest therein, and does hereby irrevocably appoint
________________________________ attorney to transfer said Warrant on the
books of Hadron Corporation, with full power of substitution in the premises.
Done this ____ day of ___________, 19___.
Signed:______________________________________
