Warrant Issuance Agreement between Shared Technologies Cellular, Inc. and Mobile Investments LLC (March 14, 2001)

Summary

Shared Technologies Cellular, Inc. agrees to issue a warrant to Mobile Investments LLC for 3,000,000 shares of its common stock, pending shareholder approval. The company will seek this approval within 120 days and, if not obtained within six months, will continue efforts and may issue a similar warrant for preferred stock with equivalent rights. The agreement outlines the obligations of both parties and the conditions under which the warrant will be issued.

EX-4.7 7 y49150ex4-7.txt EX-4.7 1 EXHIBIT 4.7 SHARED TECHNOLOGIES CELLULAR, INC. 100 GREAT MEADOW ROAD, SUITE 104 WETHERSFIELD, CT 06109 March 14, 2001 Mobile Investments LLC 960 Main Street Hartford, CT 06103 RE: ISSUANCE OF WARRANT FOR 3,000,000 SHARES OF SHARED TECHNOLOGIES COMMON STOCK Gentlemen: Shared Technologies Cellular, Inc. (the "Company") and the board of directors of the Company hereby agree, subject to obtaining shareholder approval described below, to issue to Mobile Investments LLC ("Mobile Investments") its Common Stock Purchase Warrant (the "Warrant") with respect to 3,000,000 additional shares of the Company's common stock. The Company shall convene a meeting of its shareholders within 120 days of the date hereof and shall use its best efforts to seek such shareholder approval to (i) authorize sufficient shares of common stock of the Company, and (ii) take such other necessary corporate action to allow the issuance of the Warrant. The board of directors of the Company has already approved such measures, and each of the directors of the Company hereby pledges to vote his or her shares of the Company, and any shares of the Company under such director's beneficial control, in favor of such measures in connection with such shareholder approval. Following such shareholder approval, the Company will promptly issue the Warrant to Mobile Investments. The Warrant shall be substantially in the form of the Common Stock Purchase Warrant No. M-2 for 2,000,000 shares issued by the Company to Mobile Investments on March 14, 2001 (the "Common Stock Warrant") and shall have the same Exercise Period as defined in the Common Stock Warrant. Mobile Investments acknowledges that without such shareholder approval, the Company will be unable to issue the Warrant. If the Company cannot obtain the necessary shareholder approval described herein within six months of the date hereof, then the Company will (A) continue to use its best efforts to seek such shareholder approval until such time as such shareholder approval has been obtained, and (B) issue a similar warrant or warrants to Mobile Investments for an equivalent amount of the preferred stock of the Company (i) having the same rights and privileges as the common stock of the Company, (ii) to be redeemed within three years of the date of issuance, (iii) to provide for the holder to receive a return on the redemption of such warrant equal to the return that would be received if the warrant was for common stock of the Company at the time of the redemption, (iv) that will participate with the common stock of the 2 Company (a) in any dividends issued by the Company and (b) upon the liquidation of the Company, each on equal terms with the common stock, and (v) on such other terms and conditions mutually acceptable to the Company and Mobile Investments. Please acknowledge your agreement to the terms and conditions of this letter by signing this letter in the space provided below. This letter may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this letter by signing any such counterpart. Very truly yours, SHARED TECHNOLOGIES CELLULAR, INC. By: /s/ Anthony D. Autorino Name: Anthony D. Autorino Title: Chairman /s/ Anthony D. Autorino /s/ Thomas H. Decker Anthony D. Autorino Thomas H. Decker /s/ William A. DiBella /s/ Ajit G. Hutheesing William A. DiBella Ajit G. Hutheesing /s/ Victor Grillo, Sr. /s/ Nicholas E. Sinacori Victor Grillo, Sr. Nicholas E. Sinacori Accepted and Agreed: MOBILE INVESTMENTS LLC By: Oakes Fitzwilliams Executive Death Benefit & Retirement Scheme (No.2) (HLO), its member By: /s/ Herbert Oakes, Jr Name: Herbert L. Oakes, Jr. Title: Trustee Date: March 14, 2001 -2-