Datatec Systems, Inc. Common Stock Purchase Warrant Certificate with Fahnestock & Co., Inc.

 EXHIBIT 10.3 VOID AFTER 5:00 P.M., NEW YORK, NEW YORK LOCAL TIME ON ____________, 2007. THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF (COLLECTIVELY THE "SECURITIES") HAVE BEEN ACQUIRED FOR INVESTMENT ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DATATEC SYSTEMS, INC. THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. DATATEC SYSTEMS, INC. COMMON STOCK PURCHASE WARRANT CERTIFICATE TO PURCHASE SHARES OF COMMON STOCK Certificate No. W-2003-_____ ___________ Warrants April ___, 2003 This Warrant Certificate certifies that FAHNESTOCK & CO., INC., having an address at 125 Broad Street, New York, New York 10004, or permitted assignees is the registered holder (the "Holder") of Common Stock Purchase Warrants (the "Warrants") to purchase shares of the common stock, $.001 par value (the "Common Stock") of DATATEC SYSTEMS, INC., a Delaware corporation (the "Company"). The Warrants represented by this Warrant Certificate have been issued to the Holder as part of the consideration paid for services provided in connection with a private placement of units ("Units") consisting of two shares of Common Stock and one Warrant, offered pursuant to the Company's Private Placement Memorandum dated February 6, 2003. 1. EXERCISE OF WARRANT. (A) Each Warrant enables the Holder, subject to the provisions of this Warrant Certificate to purchase from the Company at any time and from time to time commencing on the date hereof (the "Initial Exercise Date") through and including 5:00 p.m., New York local time on __________, 2007 (the "Expiration Date") one (1) fully paid and non-assessable share of Common Stock ("Shares") upon due presentation and surrender of this Warrant Certificate accompanied by payment of the purchase price of $_____ per Share (the "Exercise Price"). Payment of the Exercise Price shall be made in lawful money of the United States of America by certified or bank cashier's check payable to the Company at its principal office at 23 Madison Road, Fairfield, New Jersey 07004. As hereinafter provided, the Exercise Price and number of Shares purchasable upon the exercise of the Warrants are subject to modification or adjustment upon the happening of certain events. (B) In addition to permitting the payment of the Exercise Price in cash, the Holder may surrender to the Company for cancellation, in lieu of cash for the Exercise Price, all or a portion of the Warrants represented hereby and  receive in exchange therefor such number of shares of Common Stock as shall equal the difference between the fair market value per share of the Common Stock (determined in accordance with Section 8(F) hereof) and the Exercise Price then in effect, multiplied by the quotient obtained by dividing the number of Warrants tendered by such fair market value per share of Common Stock. (C) This Warrant Certificate is exercisable at any time on or after the Initial Exercise Date in whole or in part by the Holder in person or by attorney duly authorized in writing at the principal office of the Company. (D) This Warrant is entitled to the registration rights referenced in Section 9 hereof. 2. EXCHANGE, FRACTIONAL SHARES, TRANSFER. (A) Upon surrender to the Company, this Warrant Certificate may be exchanged for another Warrant Certificate or Warrant Certificates evidencing a like aggregate number of Warrants. If this Warrant Certificate shall be exercised in part, the Holder shall be entitled to receive upon surrender hereof another Warrant Certificate or Warrant Certificates evidencing the number of Warrants not exercised; (B) Anything herein to the contrary notwithstanding, in no event shall the Company be obligated to issue Warrant Certificates evidencing other than a whole number of Warrants or issue certificates evidencing other than a whole number of Shares upon the exercise of this Warrant Certificate; PROVIDED, HOWEVER, that the Company shall pay with respect to any such fraction of a Share an amount of cash based upon the fair market value of a share of Common Stock, determined in accordance with Section 8(F) hereof; (C) The Company may deem and treat the person in whose name this Warrant Certificate is registered as the absolute true and lawful owner hereof for all purposes whatsoever; and (D) This Warrant Certificate may not be transferred except in compliance with the provisions of the Act or applicable state securities laws and in accordance with the provisions of Section 10 hereof. 3. RIGHTS OF A HOLDER. No Holder shall be deemed to be the holder of Common Stock or any other securities of the Company that may at any time be issuable on the exercise hereof for any purpose nor shall anything contained herein be construed to confer upon the Holder any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof or to give or withhold consent to any corporate action (whether upon any reorganization, issuance of stock, reclassification or conversion of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings or to receive dividends or subscription rights or otherwise until a Warrant shall have been exercised and the Common Stock purchasable upon the exercise thereof shall have become issued. 2  4. REGISTRATION OF TRANSFER. The Company shall maintain books for the transfer and registration of Warrants. Upon the transfer of any Warrants in accordance with the provisions of Section 10 hereof (a "Permitted Transfer"), the Company shall issue and register the Warrants in the name(s) of the new Holder(s). The Warrants shall be signed manually by the Chairman, Chief Executive Officer, President or any Vice President on the one hand, and the Secretary or Assistant Secretary of the Company on the other hand. The Company shall transfer, from time to time, any outstanding Warrants upon the books to be maintained by the Company for such purpose upon surrender thereof for transfer properly endorsed or accompanied by appropriate instructions for transfer. Upon any Permitted Transfer, a new Warrant Certificate shall be issued to the transferee and the surrendered Warrants shall be canceled by the Company. Warrants may be exchanged at the option of the Holder, when surrendered at the office of the Company, for another Warrant, or other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of Shares. Subject to the terms of this Warrant Certificate, upon such surrender and payment of the Exercise Price at any time after the Initial Exercise Date, the Company shall issue and deliver with all reasonable dispatch to or upon the written order of the Holder of such Warrants and in such name or names as such Holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Warrants. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become the Holder of record of such Shares as of the date of the surrender of such Warrants and payment of the Exercise Price; provided, however, that if, at the date of surrender and payment, the transfer books of the Common Stock shall be closed, the certificates for the Shares shall be issuable as of the date on which such books shall be opened and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided, further, however, that such transfer books, unless otherwise required by law or by applicable rule of any national securities exchange, shall not be closed at any one time for a period longer than 20 days. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Holders, either as an entirety or from time to time for only part of the Shares at any time on or after the Initial Exercise Date. 5. STAMP TAX. The Company will pay any documentary stamp taxes attributable to the initial issuance of the Shares issuable upon the exercise of the Warrants; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificates for Shares in a name other than that of the Holder in respect of which such Shares are issued, and in such case the Company shall not be required to issue or deliver any certificate for Shares or any Warrant until the person requesting the same has paid to the Company the amount of such tax or has established to the Company's satisfaction that such tax has been paid. 6. LOST, STOLEN OR MUTILATED CERTIFICATES. Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Warrant, and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the Holder of such Warrant is, or is a nominee for, an original holder, such person's own unsecured agreement of indemnity shall be deemed to be satisfactory), or (b) in the case of mutilation, upon surrender and cancellation thereof, the Company at its own expense shall execute and deliver, in lieu thereof, a new Warrant identical in all respects to such lost, stolen, destroyed or mutilated Warrant. 3  7. RESERVED SHARES. The Company warrants that there have been reserved, and covenants that at all times in the future it shall keep reserved, out of the authorized and unissued Common Stock, a number of shares sufficient to provide for the exercise of the rights of purchase represented by this Warrant Certificate. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the exercise of this Warrant at the Exercise Price then in effect, the Company shall take such corporate action as may, in the reasonable opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock (and, if applicable, of any other securities for which this Warrant may be exercised) to such number of shares as shall be sufficient for such purposes. The Company agrees that all Shares issuable upon exercise of the Warrants shall be, at the time of delivery of the certificates for such Shares, validly issued and outstanding, fully paid and non-assessable and that the issuance of such Shares will not give rise to preemptive rights in favor of existing stockholders. 8. ANTI-DILUTION PROVISIONS. (A) DIVIDENDS, RECLASSIFICATIONS, RECAPITALIZATIONS, REORGANIZATIONS, ETC. In the event that the Company shall, at any time prior to the exercise of this Warrant and prior to the full exercise hereof: (i) declare or pay to the holders of the Common Stock a dividend payable in any kind of shares of stock of the Company; or (ii) adopt a plan of reorganization or recapitalization or change, divide or otherwise reclassify its Common Stock into the same or a different number of shares with or without par value, or in shares of any class or classes; or (iii) sell, lease, transfer, convey or otherwise dispose of all or substantially all of its assets; or (iv) merge or consolidate with or into one or more corporations or other entities; or (v) make any distribution of its assets to holders of its Common Stock as a liquidation or partial liquidation dividend or by way of return of capital; then, upon the subsequent exercise of this Warrant, the Holder shall receive, in addition to or in substitution for the shares of Common Stock to which it would otherwise be entitled upon such exercise, the kind and amount of shares of stock and other securities and property receivable upon such reorganization, reclassification, consolidation, merger or sale by a holder of the number of shares of Common Stock the Holder would have received had all Warrant Shares issuable upon exercise of this Warrant been issued immediately prior to the happening of any of the foregoing events, at a price equal to the Exercise Price then in effect (the kind, amount and price of such stock and other securities to be subject to adjustment as herein provided). (B) MERGERS, ETC. The Company covenants and agrees that it will not merge or consolidate with or into or sell, lease, transfer, convey or otherwise dispose of all or substantially all of its assets to any other corporation or entity unless at the time of or prior to such transaction such other corporation or other entity shall expressly assume all of the liabilities and obligations of the Company under this Warrant and (without limiting the generality of the foregoing) shall expressly agree that the Holder of this Warrant shall thereafter have the right to receive upon the exercise of this Warrant the number and kind of shares of stock and other securities and property receivable upon such transaction by a Holder of the number and kind of shares which would have been receivable upon the exercise of this Warrant immediately prior to such transaction. 4  (C) NOTICE OF CERTAIN TRANSACTIONS. If, at any time while this Warrant is outstanding, the Company shall pay any dividend payable in cash or in Common Stock, shall offer to the holders of its Common Stock rights for subscription or purchase by them of any shares of stock of any class or any other rights, shall enter into an agreement to merge or consolidate with another corporation, or shall propose to liquidate or dissolve, then the Company shall cause notice thereof to be mailed to the registered Holder of this Warrant at its address appearing on the registration books of the Company, at least 30 days prior to (i) the record date as of which holders of Common Stock shall participate in such dividend, distribution, subscription or other rights, or liquidation or dissolution or (ii) the effective date of any such event or transaction and shall permit the Holder to exercise this Warrant or any unexercised portion thereof at any time within 20 days following receipt of such notice. (D) EXCLUSIONS. Anything in this Section 8 to contrary notwithstanding, no adjustment in the Exercise Price shall be made in connection with the issuance of up to an aggregate of 2,000,000 shares of Common Stock (including any shares of Common Stock issuable upon conversion or exercise of Convertible Securities) in connection with the acquisition, in whole or in part, of the assets or stock of another entity or any part thereof that is currently subject to a letter of intent. (E) CARRY FORWARDS. Anything in this Section 8 to the contrary notwithstanding, no adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 5% in such Exercise Price; provided, however, that any adjustments which by reason of this Subsection (D) are not required to be made shall be carried forward and taken into account in making subsequent adjustments. All calculations under this Section 8 shall be made to the nearest cent or to the nearest tenth of a share, as the case may be. (F) FAIR MARKET VALUE. For purposes of (1) payments for fractional Shares pursuant to Section 2 hereof and (2) determining the number of Shares to be issued pursuant to the exercise provision of Section 1(B) hereof, the fair market value of a share of Common Stock on the date of any such fractional share payment or date of exercise shall be the arithmetical average of the following prices for such of the twenty (20) business days immediately preceding the date of inquiry as shall be available: (i) If the Common Stock is listed on a national securities exchange or National Association of Securities Dealer's Automated Quotation System ("NASDAQ") National Market, the last sale price on such day or, if there shall have been no sale on such day, the average of the closing bid and asked prices on such exchange or National Market on such day; or (ii) If (i) shall not apply but the Common Stock shall be included in the NASDAQ SmallCap Market, the average of the last sales price on such day or, if there shall have been no sale on such day, the average of the closing bid and asked prices on such day quoted by brokers and dealers making a market in NASDAQ, furnished by any member of the New York Stock Exchange or NASD selected by the Company for that purpose; or 5  (iii) If (i) and (ii) shall not apply but the Common Stock shall be quoted on the NASD's OTC Bulletin Board or be quoted by three brokers regularly making a market in such shares in the over-the-counter market, the average of the closing bid and asked prices on such day, furnished by any member of the New York Stock Exchange or NASD selected by the Company for that purpose; or (iv) If none of (i), (ii) or (iii) shall apply, the fair market value of the Common Stock shall be reasonably determined by the Board of Directors of the Company in its sole discretion. (G) NOTICE OF ADJUSTMENTS. Upon any adjustment of the Exercise Price, then and in each such case the Company shall promptly deliver a notice to the registered Holder of this Warrant, which notice shall state the Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of Shares purchasable at such price upon the exercise hereof, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. 9. CERTAIN REGISTRATION RIGHTS. The Holder of this Warrant Certificate shall be entitled to those rights to register the public resale of the Shares under the Act as are contained in Section E of the Securities Purchase Agreement executed by the Holder and the Company in connection with the issuance of the Units and the provisions of such Section E are deemed incorporated herein by reference. 10. TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. (A) The Holder of this Warrant Certificate, each transferee hereof and any Holder and transferee of any Shares, by his acceptance thereof, agrees that (a) no public distribution of Warrants or Shares will be made in violation of the Act, and (b) during such period as the delivery of a prospectus with respect to Warrants or Shares may be required by the Act, no public distribution of Warrants or Shares will be made in a manner or on terms different from those set forth in, or without delivery of, a prospectus then meeting the requirements of Section 10 of the Act and in compliance with applicable state securities laws. Furthermore, it shall be a condition to the transfer of the Warrants that any transferee thereof deliver to the Company his written agreement to accept and be bound by all of the terms and conditions contained in this Warrant Certificate. (B) This Warrant or the Shares or any other security issued or issuable upon exercise of this Warrant may not be sold or otherwise disposed of except as follows: (1) To a person who, in the opinion of counsel for the Holder reasonably acceptable to the Company, is a person to whom this Warrant or Shares may legally be transferred without registration and without the delivery of a current prospectus under the Act with respect thereto and then only against receipt of an agreement of such person to comply with the provisions of this Section 10 with respect to any resale or other disposition of such securities, which agreement shall be satisfactory in form and substance to the Company and its counsel; provided that the foregoing shall not apply to any such Warrant, Shares or other security as to which such Holder shall have received an opinion 6  letter from counsel to the Company as to the exemption thereof from registration under the Act pursuant to Rule 144(k) under the Act; or (2) To any person, after a registration statement under the Act becomes effective with respect to the Warrants or Shares, upon delivery of a prospectus then meeting the requirements of the Act relating to such securities and the offering thereof for such sale or disposition. (C) Each certificate for Shares issued upon exercise of this Warrant shall bear a legend relating to the non-registered status of such Shares under the Act, unless at the time of exercise of this Warrant such Shares are subject to a currently effective registration statement under the Act. 11. MISCELLANEOUS. (A) LAW TO GOVERN. This Warrant shall be governed by and construed in accordance with the substantive laws of the State of New York, without giving effect to conflict of laws principles. (B) ENTIRE AGREEMENT. This Warrant Certificate constitutes and expresses the entire understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions whether express or implied, oral or written. Neither this Warrant Certificate nor any portion or provision hereof may be changed, waived or amended orally or in any manner other than by an agreement in writing signed by the Holder and the Company. (C) NOTICES. Except as otherwise provided in this Warrant Certificate, all notices, requests, demands and other communications required or permitted under this Warrant Certificate or by law shall be in writing and shall be deemed to have been duly given, made and received only when delivered against receipt or when deposited in the United States mails, certified or registered mail, return receipt requested, postage prepaid, addressed as follows: Company: DATATEC SYSTEMS, INC. 23 Madison Road Fairfield, NJ 07004 Attn: President With a copy to: OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP 505 Park Avenue New York, NY 10022 Attn: Robert H. Friedman, Esq. Holder: At the address shown for the Holder in the registration book maintained by the Company. 7  (D) SEVERABILITY. If any provision of this Warrant Certificate is prohibited by or is unlawful or unenforceable under any applicable law of any jurisdiction, such provision shall, as to such jurisdiction be in effect to the extent of such prohibition without invalidating the remaining provisions hereof; provided, however, that any such prohibition in any jurisdiction shall not invalidate such provision in any other jurisdiction; and provided, further that where the provisions of any such applicable law may be waived, that they hereby are waived by the Company and the Holder to the full extent permitted by law and to the end that this Warrant instrument shall be deemed to be a valid and binding agreement in accordance with its terms. 8  IN WITNESS WHEREOF, Datatec Systems, Inc. has caused this Warrant Certificate to be signed by its duly authorized officers as of the date first written above. DATATEC SYSTEMS, INC. By:_____________________________________ Isaac J. Gaon, Chairman and CEO Attest: By:__________________________________ Name: Title: [CORPORATE SEAL] 9  PURCHASE FORM To: DATATEC Systems, Inc. 23 Madison Road Fairfield, New Jersey 07004 Dated: ________________ The undersigned hereby irrevocably elects to exercise the attached Warrant Certificate, Certificate No. W-2003-___, to the extent of ____________ Shares of Common Stock, $.001 par value per share of DATATEC SYSTEMS, INC., and hereby makes payment of $_________ in payment of the aggregate exercise price thereof. In accordance with the terms of the attached Warrant Certificate, Certificate No. W-2003-___, the undersigned hereby irrevocably elects to exercise such Warrant Certificate, Certificate No. W-2003-___ pursuant to a cashless exercise, to the extent of ____________ Shares of Common Stock, $.001 par value per share of DATATEC SYSTEMS, INC. (the "Shares"), and hereby authorizes DATATEC SYSTEMS, INC. to withhold _____ Shares having a total value of $__________, such value being determined in accordance with the terms of this Warrant Certificate, Certificate No. W-2003-___, from the Shares otherwise to be received. INSTRUCTIONS FOR REGISTRATION OF SECURITIES Name: __________________________________________________________________________ (Please typewrite or print in block letters) Address: _______________________________________________________________________ _______________________________________________________________________ __________________________ __________________________ By:_______________________ 10