ALL BUT DEAD..............
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WARRANT
For the Purchase of Shares of Common Stock of
WYTEC INTERNATIONAL, INC.
AMENDED AND RESTATED
COMMON STOCK PURCHASE WARRANT
Void After 5 P.M.
December 31
, 2018
No.
_____
Date:
May 10, 2018
Amended and Restated Common Stock Purchase
Warrant
to Purchase
_____________________________________
Shares of Common Stock
THIS IS TO CERTIFY
, that, for value received,
_______________________________
or registered
assigns (the “Holder”), is entitled, subject to the terms and conditions hereinafter set
forth, on or after
the date hereof, and at any time prior to 5 P.M., Central T
ime (“CT”), on
December 31
, 2018
, but not
thereafter, to purchase such number of shares of common stock, par value $0.001 (the “Shares”), of
Wytec International, Inc., a Nevada c
orporation (the “Company”), from the Company as set forth
above, upon payment to the Company of an amount per Share of
five dollars ($5.00)
, provided, that
the amount per Share will be adjusted to the higher of (i) $5.00 per Share, or (ii) 85% of the avera
ge
closing price of the Company’s common stock quoted on the public securities trading market on
which the Company’s common stock is then trading with the highest volume, during the five (5)
consecutive trading days immediately preceding the Measure Date,
which is
September
30, 2018 (if
the Company’s common stock is not then publicly trading, then the amount per Share will be $5.00)
(the “Purchase Price”), if and to the extent this Warrant is exercised, in whole or in part, during the
period this Warrant re
mains in force, subject in all cases to adjustment as provided in Section 2
hereof, and to receive a certificate or certificates representing the Shares so purchased, upon
presentation and surrender to the Company of this Warrant, with the form of Subscrip
tion Agreement
attached hereto, including changes thereto reasonably requested by the Company, duly executed and
accompanied by payment of the Purchase Price of each Share.
This Warrant amends
,
restates, and
supersedes the original warrant number
1001,
da
ted
July 26, 2017
, as subsequently amended on
November 20, 2017
.
SECTION 1.
Terms of this Warrant
1.1
Time of Exercise
.
This Warrant may be exercised at any time and from time to time
after 9:00 A.M., CT, on the date hereof (the “Exercise Commencement Date”), but no later than 5:00
P.M., CT on
December 31
, 2018
(the “Expiration Time”), at which time this Warrant shall becom
e
void and all rights hereunder shall cease.
1.2
Manner of Exercise
.
1.2.1
The Holder may exercise this Warrant, in whole or in part, upon surrender of
this Warrant, with the form of Subscription Agreement attached hereto duly executed, to the
Company at
its corporate office in San Antonio, Texas, and upon payment to the Company of the full
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Purchase Price for each Share to be purchased in lawful money of the United States, or by certified or
cashier’s check, or wired funds, and upon compliance with and su
bject to the conditions set forth
herein.
1.2.2
Upon receipt of this Warrant with the form of Subscription Agreement duly
executed and accompanied by payment of the aggregate Purchase Price for the Shares for which this
Warrant is then being exercised, th
e Company shall cause to be issued certificates for the total
number of whole Shares for which this Warrant is being exercised in such denominations as are
required for delivery to the Holder, and the Company shall thereupon deliver such certificates to th
e
Holder or its nominee.
1.2.3
In case the Holder shall exercise this Warrant with respect to less than all of
the Shares that may be purchased under this Warrant, the Company shall execute a new Warrant for
the balance of the Shares that may be purchased
upon exercise of this Warrant and deliver such new
Warrant to the Holder
, or accomplish the same result for Warrants held in book entry form by the
Company’s Transfer Agent by appropriate written notice and instructions delivered to said Transfer
Agent by
the Company
.
1.
3
Exchange of Warrant
. This Warrant may be divided into, combined with or
exchanged for another Warrant or Warrants of like tenor to purchase a like aggregate number of
Shares. If the Holder desires to divide, combine or exchange this Wa
rrant, he shall make such
request in writing delivered to the Company at its corporate office and shall surrender this Warrant
and any other Warrants to be so divided, combined or exchanged. The Company shall execute and
deliver to the person entitled the
reto a Warrant or Warrants, as the case may be, as so requested. The
Company shall not be required to effect any division, combination or exchange which will result in
the issuance of a Warrant entitling the Holder to purchase upon exercise a fraction of
a Share. The
Company may require the Holder to pay a sum sufficient to cover any tax or governmental charge
that may be imposed in connection with any division, combination or exchange of Warrants.
1.
4
Holder as Owner
. Prior to surrender of this Warrant
in accordance with Section 1.
5
for registration or assignment, the Company may deem and treat the Holder as the absolute owner of
this Warrant (notwithstanding any notation of ownership or other writing hereon) for the purpose of
any exercise hereof and f
or all other purposes, and the Company shall not be affected by any notice to
the contrary.
1.
5
Method of Assignment
. Any assignment or transfer of any portion or all of this
Warrant shall be made by surrender of this Warrant to the Company at its princi
pal office with the
form of assignment attached hereto duly executed and accompanied by funds sufficient to pay any
transfer tax
, payable by the transferor
. In such event, the Company shall, without charge, execute and
deliver a new Warrant in the name of
the assignee named in such instrument of assignment and this
Warrant shall promptly be canceled
, or the same result wil
l be accomplished for Warrants h
eld in
book entry form by the Company’s Transfer Agent by appropriate
written
notice and instruction
s
.
1.
6
Rights of Holder
. Nothing contained in this Warrant shall be construed as conferring
upon the Holder the right to vote, consent or receive notice as a shareholder in respect of any
meetings of shareholders for the election of directors or any other ma
tter, or as having any rights
whatsoever as a shareholder of the Company, until Shares are duly and properly issued to the Holder
upon the exercise of this Warrant.
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1.
7
Lost Certificates
. If this Warrant is lost, stolen, mutilated or destroyed, the Comp
any
shall, on such reasonable terms as to indemnity or otherwise as it may impose (which shall, in the
case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination
and tenor as, and in substitution for, this Warrant
, which shall thereupon become void. Any such new
Warrant shall constitute a substituted and not an additional contractual obligation of the Company.
1.
8
Covenants of the Company
. The Company covenants and agrees as follows:
1.
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.1
At all times the Comp
any shall reserve and keep available for the exercise of
this Warrant such number of authorized shares of Common Stock as are sufficient to permit the
exercise in full of this Warrant.
1.
8
.2
The Company covenants that all Shares when issued upon the exercise of this
Warrant will be validly issued, fully paid, nonassessable and free of preemptive rights.
SECTION 2.
Adjustment of Purchase Price
and Number of Shares Purchasable upon Exercise
2.1
Stock Splits
. If the Company at any time or from time to time after the issuance date
of this Warrant effects a subdivision of the outstanding Common Stock, the Purchase Price then in
effect immediately before that subdivision shall be proportionately
decreased, and conversely, if the
Company at any time or from time to time after the issuance date of this Warrant combines the
outstanding shares of Common Stock, the Purchase Price then in effect immediately before the
combination shall be proportionate
ly increased. Any adjustment under this subsection 2.1 shall
become effective at the close of business on the date the subdivision or combination becomes
effective.
2.2
Dividends and Distributions
. In the event the Company at any time, or from time to
t
ime after the issuance date of this Warrant makes, or fixes a record date for the determination of
holders of Common Stock entitled to receive, a dividend or other distribution payable in additional
shares of Common Stock, then and in each such event the P
urchase Price then in effect shall be
decreased as of the time of such issuance or, in the event such a record date is fixed, as of the close of
business on such record date, by multiplying the Purchase Price then in effect by a fraction (i) the
numerator
of which is the total number of shares of Common Stock issued and outstanding
immediately prior to the time of such issuance or the close of business on such record date, and (ii)
the denominator of which shall be the total number of shares of Common Stock
issued and
outstanding immediately prior to the time of such issuance or the close of business on such record
date plus the number of shares of Common Stock issuable in payment of such dividend or
distribution; provided, however, that if such record date
is fixed and such dividend is not fully paid or
if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be
recomputed accordingly as of the close of business on such record date and thereafter the Purchase
Price shall be
adjusted pursuant to this subsection 2.2 as of the time of actual payment of such
dividends or distributions.
2.3
Recapitalization or Reclassification
. If the Shares issuable upon the exercise of the
Warrant are changed into the same or a different numb
er of shares of any class or classes of stock,
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whether by recapitalization, reclassification or otherwise (other than a subdivision or combination of
shares or stock dividend or a reorganization, merger, consolidation or sale of assets, provided for
elsewh
ere in this Section 2), then, and in any such event, the Holder shall thereafter be entitled to
receive upon exercise of this Warrant such number and kind of stock or other securities or property of
the Company to which a holder of Shares deliverable upon
exercise of this Warrant would have been
entitled on such reclassification or other change, subject to further adjustment as provided herein.
SECTION 3.
Status Under the Securities Act of 1933
This Warrant and the Shares issuable upon exercise of this Wa
rrant have been registered
under the Securities Act of 1933, as amended (“the Act”). Upon exercise, in whole or in part, of this
Warrant, the certificates representing the Shares shall
not
bear
a restrictive transfer
legend.
SECTION 4.
Other Matters
4.
1
Binding Effect
. All the covenants and provisions of this Warrant by or for the benefit
of the Company shall bind and inure to the benefit of its successors and assigns hereunder.
4.2
Notices
. Notices or demands pursuant to this Warrant to be given or
made by the
Holder to or on the Company shall be sufficiently given or made if sent by certified or registered
mail, return receipt requested, postage prepaid, or by email or facsimile or personal delivery and
addressed, until another address is designated
in writing by the Company, as follows:
Wytec International, Inc.
19206 Huebner Road, Suite 202
San Antonio, Texas 78258
Telephone No.: (888) 284
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4531
Facsimile No.: (210) 404
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9022
Email Address: whg@cci
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us.com
Attention: William H. Gray, President
Notic
es to the Holder provided for in this Warrant shall be deemed given or made by the
Company if sent by certified or registered mail, return receipt requested, postage prepaid, or by
facsimile or email or personal delivery and addressed to the Holder at his
last known address as it
shall appear on the books of the Company.
4.3
Governing Law
. The validity, interpretation and performance of this Warrant shall be
governed by the laws of the State of Nevada. The venue for any legal proceedings under this Warra
nt
will be in the appropriate forum in the County of Bexar, State of Texas.
4.4
Parties Bound and Benefited
. Nothing in this Warrant expressed and nothing that may
be implied from any of the provisions hereof is intended, or shall be construed, to confer
upon, or
give to, any person or corporation other than the Company and the Holder any right, remedy or claim
under any promise or agreement hereof, and all covenants, conditions, stipulations, promises and
agreements contained in this Warrant shall be for
the sole and exclusive benefit of the Company and
its successors and of the Holder, its successors and permitted assigns.
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4.5
Headings
. The Section headings herein are for convenience only and are not part of
this Warrant and shall not affect the interp
retation thereof.
IN WITNESS WHEREOF
, this Warrant has been duly executed by the Company as of
May
10, 2018
.
WYTEC INTERNATIONAL, INC.
By:
William H. Gray, President
SAMP
