THE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT
WITH A VIEW TO THE DISTRIBUTION THEREOF, AND SUCH SECURITIES MAY NOT BE SOLD OR
TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT OR REGULATION
AND NOTIFICATION UNDER SUCH ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES
AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY
ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.
No. 14 Warrant to Purchase 150,000 Shares
of Common Stock
WARRANT TO PURCHASE COMMON STOCK
of
COMMAND SECURITY CORPORATION
Void after November 11, 2004
This certifies that, for value received, Reliance Security Group plc (the
"Holder"), is entitled, subject to the terms set forth below, at any time before
November 11, 2004, to purchase from Command Security Corporation, a New York
corporation (the "Company"), with its principal office at Route 55, Lexington
Park, Lagrangeville, NY 12540, One Hundred and Fifty Thousand (150,000) shares
(the "Shares") of common stock, $.0001 par value of the Company, upon surrender
hereof, at the principal office of the Company, with the Election to Purchase
form attached hereto duly executed, and simultaneous payment therefor in lawful
money of the United States, or otherwise as hereinafter provided, at a price
equal to $1.03125 per full Share. (Such price hereinafter referred to as the
"Purchase Price"). The Purchase Price, number and character of such Shares are
subject to adjustment as provided below, and the term "Shares" shall mean,
unless the context otherwise requires, the stock and other securities and
property at the time receivable upon the exercise of this Warrant. The term
"Warrants" as used herein shall include this Warrant and any warrants delivered
or deliverable in substitution or exchange thereof as provided herein.
1. Exercise. This Warrant may be exercised at any time or from time to
time, on any business day for up to the number of Shares called for hereby, by
surrendering it at the principal office of the Company, with the Election to
Purchase form duly executed, together with payment in cash or by certified or
official bank check, payable to the order of the Company, of the
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sum obtained by multiplying (i) the number of Shares indicated on the Election
to Purchase form by (ii) the appropriate Purchase Price. This Warrant may be
exercised for less than the full number of Shares at the time called for hereby,
but not for less than 1,000 Shares unless the number of Shares called for on the
face is less than 1,000 in which event the minimum number will be the number of
Shares called for on the face. Upon a partial exercise this Warrant shall be
surrendered, and a new Warrant of the same tenor and for the purchase of the
number of such Shares not purchased upon such exercise shall be issued by the
Company to Holder. A Warrant shall be deemed to have been exercised immediately
prior to the close of business on the date of its surrender for exercise as
provided above, and the person entitled to receive the Shares issuable upon such
exercise shall be treated for all purposes as the holder of such Shares of
record as of the close of business on such date. As soon as practicable on or
after such date, the Company shall issue and deliver to the person or persons
entitled to receive the same a certificate or certificates for the number of
full Shares issuable upon such exercise, together with cash, in lieu of any
fraction of a Share, equal to such fraction of the current market value of one
full Share. If surrendered by mail, the date of surrender shall be the date the
Warrant is mailed consistent with the requirements for notice as described in
Section 7.
2. Payment of Taxes. All Shares issued upon the exercise of this Warrant
shall be validly issued, fully paid and nonassessable, and the Company shall pay
all taxes and other governmental charges that may be imposed in respect of the
issue or delivery thereof. The Company shall not be required, however, to pay
any tax or other charge imposed in connection with any transfer involved in the
issue of any certificate for Shares in any name other than that of the
registered Holder of the Warrant surrendered in connection with the purchase of
such Shares, and in such case the Company shall not be required to issue or
deliver any stock certificate until such tax or other charge has been paid or it
has been established to the Company's satisfaction that no tax or other charge
is due.
3. Protection Against Dilution. The Shares covered by this Warrant and the
Purchase Price payable therefor shall be subject to appropriate adjustment as
follows:
(a) If a Share dividend is declared on the Shares, or if an increase or
decrease has been effected in the number of outstanding Shares by reason of
subdivision of such Shares or combination of such Shares into a lesser number,
the number of
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Shares which may thereafter be purchased under this Warrant shall be the number
of Shares which would have been received by the Holder on such dividend,
subdivision or combination had the Holder been the Holder of record of the
number of Shares then under this Warrant but not theretofore purchased and
issued.
(b) If there is any other capital reorganization or reclassification of
the stated capital of the Company, or any consolidation or merger of the Company
with any other corporation or corporations, or the sale or distribution of all
or substantially all of the Company's property and assets, adequate provision
shall be made by the Company so that there shall remain and be substituted under
this Warrant the Shares, securities, or assets which would have been issuable or
payable in respect of or in exchange for the Shares then remaining under this
Warrant and not theretofore purchased and issued hereunder, as if the Holder of
this Warrant had been the owner of such Shares on the applicable record date.
(c) If any of the events described in Sections 3(a) or (b) occur, the
Purchase Price shall be adjusted to that price determined by multiplying the
then current Purchase Price by a fraction (x) the numerator of which shall be
the total number of outstanding Shares immediately prior to such event and (y)
the denominator of which shall be the total number of outstanding Shares
immediately after such event.
4. Loss or Mutilation. Upon receipt by the Company of evidence
satisfactory to it (in the exercise of reasonable discretion) of the ownership
of and the loss, theft, destruction or mutilation of any Warrant and (in the
case of mutilation) upon surrender and cancellation thereof, the Company will
execute and deliver in lieu thereof a new Warrant of like tenor.
5. Reservation of Stock. The Company shall at all times reserve and keep
available for issue upon the exercise of Warrants such number of its authorized
but unissued Shares as will be sufficient to permit the exercise in full of all
outstanding Warrants.
6. (a) Restrictions on Transfer. The Holder of this Warrant, by acceptance
hereof, agrees that, absent an effective notification under Regulation A or
registration statement, in either case under the Securities Act of 1933, as
amended (the "Act"), covering the disposition of the Warrant or Shares issued or
issuable upon exercise hereof, such Holder will not sell or transfer any or all
of such Warrant or Shares, as the case may
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<PAGE>
be, without first providing the Company with an opinion of counsel (which may be
counsel for the Company) to the effect that such sale or transfer will be exempt
from the registration and prospectus delivery requirements of the Act. Such
Holder consents to the Company making a notation on its records giving
instructions to any transfer agent of the Warrant or such Shares in order to
implement such restrictions on transferability.
(b) Transfer Restriction Legend. Each certificate for Shares issued upon
exercise of this Warrant, unless at the time of exercise such Common Stock is
registered under the Act, shall bear a legend in substantially the following
form on the face thereof:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 ("THE ACT") AND ARE "RESTRICTED
SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE
SHARES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT,
THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION
OF THE COMPANY.
Any certificate issued at any time in exchange or substitution for any
certificate bearing such legend (except a new certificate subject to a
registration statement) shall also bear such legend unless, in the opinion of
counsel to the Company, the securities represented thereby may be transferred as
contemplated by such Holder without violation of the registration requirements
of the Act.
7. Notices. All notices and other communications from the Company to the
Holder of this Warrant shall be mailed by first-class registered or certified
mail, postage-prepaid, to the address furnished to the Company in writing by the
last Holder of this Warrant who shall have furnished an address to the Company
in writing. Notice shall be deemed given immediately upon delivery to the U.S.
Postal Service in accordance with this section.
8. No Rights as Shareholder; Limitation of Liability. This Warrant shall
not entitle any Holder hereof to any of the rights of a shareholder of the
Company. No provision hereof, in the absence of affirmative action by the Holder
hereof to purchase Shares, and no mere enumeration herein of the rights or
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<PAGE>
privileges of the Holder hereof, shall give rise to any liability of such Holder
for the purchase price of the Shares issuable on exercise of this Warrant or as
a shareholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company. No provision of this Warrant and no right or
option granted or conferred hereunder shall in any way limit, affect, or abridge
the exercise by the Company of any of its corporate rights or powers to
recapitalize, amend its certificate of incorporation, reorganize, consolidate or
merge with or into another corporation, or to transfer all or any part of its
property or assets, or the exercise of any other of the corporate rights and
powers of the Company.
9. Change; Waiver. Neither this Warrant nor any term hereof may be
changed, waived, discharged or terminated orally but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought. Notwithstanding anything herein to the
contrary, the Company reserves the right to unilaterally and without prior
notice, to reduce the Purchase Price or to extend the term of this Warrant, or
both.
10. Headings. The headings in this Warrant are for purposes of convenience
in reference only, and shall not be deemed to constitute a part thereof.
11. Law Governing. This Warrant is delivered in New York and shall be
construed and enforced in accordance with and governed by the laws of such
State.
Dated: November 13, 2000
COMMAND SECURITY CORPORATION
By: /s/ William C. Vassell
-------------------------------------
William C. Vassell
Chairman of the Board
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<PAGE>
ELECTION TO PURCHASE
(To be executed only upon exercise of Warrant)
The undersigned registered owner of this Warrant irrevocably exercises
this Warrant and purchases __________ of the number of Shares of common stock of
Command Security Corporation purchasable with this Warrant, and herewith makes
payment therefor, all at the price and on the terms and conditions specified in
this Warrant.
Dated: __________ _______________
Warrant Number
_____________________________
signature of registered owner
_____________________________
printed name
_____________________________
street address
_____________________________
city, state and zip
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