FOURTH AMENDMENT TO APRIL 8, 1991 WARRANT AGREEMENT
Amendment made as of this 23rd day of July 1996 by and between COMMAND
SECURITY CORPORATION, a New York corporation (the "Company") and XXXXXX XXXXXXXX
("Xxxxxxxx").
WITNESSETH
WHEREAS, the parties have entered into a Warrant Agreement dated as of
April 8, 1991, as amended on September 28, 1992, June 28, 1993, and August 13,
1993 (the "Warrant Agreement") pursuant to which a warrant to purchase 60,000
shares of common stock of the Company at $3.375 per share has been issued to
Xxxxxxxx;
WHEREAS, by mutual agreement between the Company's Board of Directors
pursuant to a special meeting of the Board of Directors held on the 15th day of
July, 1996 and Xxxxxxxx, the Company and Xxxxxxxx agreed that the Warrant
Agreement be amended.
In consideration of the premises and mutual agreements herein set forth
and for other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree to amend the Warrant Agreement as
follows:
1. The exercise price is hereby amended to be $2.50 (the fair market value
of the Company's shares as of approximately July 15, 1996).
2. The expiration date of the Warrant Agreement and Warrant Certificate is
hereby amended to July 19, 2000.
3. The proper officers of the Company are hereby authorized and directed
to execute such documents and instruments and to amend the warrant certificate
executed in connection with the Warrant Agreement and take other such action as
is necessary or appropriate to implement the amendment herein. This amendment
shall be effective immediately.
4. Except as otherwise specifically provided in this amendment, all other
terms and provisions of the Warrant Agreement shall remain in full force and
effect.
In WITNESS WHEREOF, the parties have executed this second amendment as of
the date first written above.
COMMAND SECURITY CORPORATION
By: _______________________
Xxxxxxx X. Xxxxxxx
Chairman of the Board
_______________________
Xxxxxx Xxxxxxxx
AMENDMENT TO WARRANT CERTIFICATE
Pursuant to the Fourth Amendment to the Warrant Agreement, the Warrant
Certificate #2, which evidences the grant to Xxxxxx Xxxxxxxx of warrants to
purchase 60,000 shares of common stock of Command Security Corporation (the
"Company"), is amended to change the exercise price to $2.50 and the expiration
date to July 19, 2000.
This amendment to Warrant Certificate #2 shall be attached to the Warrant
Certificate by order of the Board of Directors of the Company and signed by its
Chairman of the Board.
This amendment is dated the 23rd day of July, 1996.
COMMAND SECURITY CORPORATION
By: _________________________
Xxxxxxx X. Xxxxxxx
Chairman of the Board
_________________________
Xxxxxx Xxxxxxxx