EXHIBIT 4.10
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES ACT OF ANY STATE (COLLECTIVELY, THE "ACTS"). NEITHER THE WARRANT
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACTS OR AN OPINION OF COUNSEL SATISFACTORY TO COUNSEL OF AIRTECH
INTERNATIONAL GROUP, INC. TO THE EFFECT THAT SUCH REGISTRATIONS ARE NOT
REQUIRED.
No. of Shares of Common Stock: ______
WARRANT
To Purchase Common Stock of
AIRTECH INTERNATIONAL GROUP, INC.
THIS IS TO CERTIFY THAT ___________________________________, or its
registered assigns, is entitled, at any time form the Warrant Issuance Date
(as hereinafter defined) to the Expiration Date (as hereinafter defined), to
purchase from Airtech International Group, Inc., a Wyoming corporation (the
"Company"), _________________________ (_________) shares of Common Stock (as
hereinafter defined and subject to adjustment as provided herein), in whole
or in part, including fractional parts, at a purchase price equal to $2.00
per share (subject to any adjustments made to such amount as provided herein)
on the terms and conditions and pursuant to the provisions hereinafter set
forth.
1. DEFINITIONS
As used in this Warrant, the following terms have the respective
meanings set forth below:
"Business Day" means any day that is not a Saturday or Sunday or a
day on which banks are required or permitted to be closed in the State of
Texas.
"Commission" means the Securities and Exchange Commission or any
other federal agency then administering the Securities Act and other federal
securities laws.
"Common Stock" means the Common Stock, par value $.05 per share, of
the Company as constituted on the Warrant Issuance Date, and any capital
stock into which such Common Stock may thereafter be changed, and shall also
include (i) capital stock of the Company of any other class issued to the
holders of shares of Common Stock upon any reclassification thereof which is
also not preferred as to dividends or assets over any other class of stock of
the Company and which is not subject to redemption and (ii) shares of common
stock of any successor or acquiring corporation received by or distributed to
the holders of Common Stock of the Company in the circumstances contemplated
by Section 4.4 hereof.
"Current Warrant Price" means $2.00 subject to any adjustments to
such amount made in accordance with Section 4 hereof.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any successor federal statute, and the rules and regulations of
the Commission thereunder, all as the same shall be in effect from time to
time.
"Expiration Date" means January ____, 2002.
"Holder" means the Person in whose name the Warrant or Warrant
Stock set forth herein is registered on the books of the Company maintained
for such purposes.
"Market Price" per Common Share means the average of the closing
bid prices of the Common Shares as reported on the National Association of
Securities Dealers Automated Quotation System for the National Market,
("NASDAQ") or, if such security is not listed or admitted to trading on the
NASDAQ, on the principal national security exchange or quotation system on
which such security is quoted or listed or admitted to trading, or, if not
quoted or listed or admitted to trading on any national securities exchange
or quotation system, the closing bid price of such security on the
over-the-counter market on the day in question as reported by the National
Association of Security Dealers, Inc., or a similar generally accepted
reporting service, as the case may be, for the five (5) trading days
immediately preceding the date of determination.
"Other Property" has the meaning set forth in Section 4.4 hereof.
"Person" means any individual, sole proprietorship, partnership,
joint venture, trust, incorporated organization, association, corporation,
institution, public benefit corporation, entity or government (whether
federal, state, county, city, municipal or otherwise, including, without
limitation, any instrumentality, division, agency, body or department
thereof).
"Restricted Common Stock" means shares of Common Stock which are,
or which upon their issuance on the exercise of this Warrant would be,
evidenced by a certificate bearing the restrictive legend set forth in
Section 8.1(a) hereof.
"Securities Act" means the Securities Act of 1933, as amended, or
any successor federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
"Transfer" means any disposition of any Warrant or Warrant Stock or
of any interest in either thereof, which would constitute a sale thereof
within the meaning of the Securities Act.
"Transfer Notice" has the meaning set forth in Section 8.2 hereof.
"Warrant Issuance Date" means January ____, 2000.
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"Warrants" means this Warrant and all warrants issued upon
transfer, division or combination of, or in substitution for, any thereof.
All Warrants shall at all times be identical as to terms and conditions and
date, except as to the number of shares of Common Stock for which they may be
exercised.
"Warrant Price" means an amount equal to (i) the number of shares
of Common Stock being purchased upon exercise of this Warrant pursuant to
Section 2.1, multiplied by (ii) the Current Warrant Price as of the date of
such exercise.
"Warrant Stock" shall mean the shares of Common Stock purchased by
the holders of the Warrants upon the exercise thereof.
2. EXERCISE OF WARRANT
2.1. MANNER OF EXERCISE. From and after the Warrant Issuance
Date and until 5:00 P.M., Dallas, Texas time, on the Expiration Date, Holder
may exercise this Warrant, on any Business Day, for all or any part of the
number of shares of Common Stock purchasable hereunder. In order to exercise
this Warrant, in whole or in part, Holder shall deliver to the Company at the
office or agency designated by the Company pursuant to Section 11 hereof, (i)
a written notice of Holder's election to exercise this Warrant, in the form
attached as Exhibit "A" to this Warrant (the "Exercise Notice"), duly
executed by Holder or its agent or attorney, specifying the number of shares
of Common Stock to be purchased, (ii) payment to the Company of the Warrant
Price in cash or by wire transfer or cashier's check drawn on a United States
bank and (iii) this Warrant. Upon receipt of the items referred to in
clauses (i), (ii) and (iii) above, the Company shall, as promptly as
practicable, and in any event within five (5) Business Days thereafter,
execute or cause to be executed and deliver or cause to be delivered to
Holder a certificate or certificates representing the aggregate number of
full shares of Common Stock issuable upon such exercise, together with cash
in lieu of any fraction of a share, as hereinafter provided. The stock
certificate or certificates so delivered shall be, to the extent possible, in
such denomination or denominations as Holder shall request in the Exercise
Notice and shall be registered in the name of Holder or, subject to Section 8
hereof, such other name as shall be designated in the Exercise Notice. This
Warrant shall be deemed to have been exercised and such certificate or
certificates shall be deemed to have been issued, and Holder or any other
Person so designated to be named therein shall be deemed to have become a
holder of record of such shares for all purposes, as of the date the Warrant
was exercised by payment to the Company of the Warrant Price. If this
Warrant shall have been exercised in part, the Company shall, at the time of
delivery of the certificate or certificates representing Warrant Stock,
deliver to Holder a new Warrant evidencing the rights of Holder to purchase
the unpurchased shares of Common Stock called for by this Warrant, which new
Warrant shall in all other respects be identical with this Warrant.
2.2. PAYMENT OF TAXES AND CHARGES. All shares of Common Stock
issuable upon the exercise of this Warrant pursuant to the terms hereof shall
be validly issued, fully paid and nonassessable, and without any preemptive
rights. The Company shall pay all expenses
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in connection with, and all transfer taxes and other governmental charges
that may be imposed with respect to, the issue or delivery thereof.
2.3. FRACTIONAL SHARES. The Company shall not be required to
issue a fractional share of Common Stock upon exercise of any Warrant. As to
any fraction of a share which Holder would otherwise be entitled to purchase
upon such exercise, the Company shall pay a cash adjustment in respect of
such final fraction in an amount equal to the same fraction of the Market
Price per share of Common Stock on the relevant exercise date.
2.4. CONTINUED VALIDITY. A holder of shares of Common Stock
issued upon the exercise of this Warrant, in whole or in part (other than a
holder who acquires such shares after the same have been publicly sold
pursuant to Rule 144 thereunder), shall continue to be entitled with respect
to such shares to all rights to which it would have been entitled as Holder
under Sections 8, 9 and 13 of this Warrant.
3. TRANSFER, DIVISION AND COMBINATION
3.1. TRANSFER. Subject to compliance with Section 8 hereof,
transfer of this Warrant and all rights hereunder, in whole or in part, shall
be registered on the books of the Company to be maintained for such purpose,
upon surrender of this Warrant at the office or agency designated by the
Company pursuant to Section 11 hereof, together with a written assignment of
this Warrant substantially in the form of EXHIBIT B attached to this Warrant
duly executed by Holder or its agent or attorney. Upon such surrender, the
Company shall, subject to Section 8 hereof, execute and deliver a new Warrant
or Warrants in the name of the assignee or assignees and in the denomination
specified in such instrument of assignment, and shall issue to the assignor a
new Warrant evidencing the portion of this Warrant not so assigned, and this
Warrant shall promptly be cancelled. A Warrant, if properly assigned in
compliance with Section 8 hereof, may be exercised by a new Holder for the
purchase of shares of Common Stock without having a new Warrant issued.
3.2. DIVISION AND COMBINATION. Subject to Section 8 hereof, this
Warrant may be divided or combined with other Warrants upon presentation
hereof at the aforesaid office or agency of the Company, together with a
written notice specifying the names and denominations in which new Warrants
are to be issued, signed by Holder or its agent or attorney. Subject to
compliance with Section 3.1 and with Section 8 hereof, as to any transfer
which may be involved in such division or combination, the Company shall
execute and deliver a new Warrant or Warrants in exchange for the Warrant or
Warrants to be divided or combined in accordance with such notice.
3.3. EXPENSES. The Company shall prepare, issue and deliver at
its own expense the new Warrant or Warrants under this Section 3.
3.4. MAINTENANCE OF BOOKS. The Company agrees to maintain, at
its aforesaid office or agency, books for the registration and the
registration of transfer of the Warrants.
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4. ADJUSTMENTS
The number of shares of Common Stock for which this Warrant is
exercisable, or the price at which such shares may be purchased upon exercise
of this Warrant, shall be subject to adjustment from time to time as set
forth in this Section 4. The Company shall give Holder notice of any event
described below which requires an adjustment pursuant to this Section 4 at
the time of such event.
4.1. SUBDIVISIONS AND COMBINATIONS. If at any time prior to the
Expiration Date the Company shall:
(a) subdivide its outstanding shares of Common Stock
into a larger number of shares of Common Stock, or
(b) combine its outstanding shares of Common Stock into
a smaller number of shares of Common Stock, or
(c) declare a stock dividend,
then (i) the number of shares of Common Stock for which this Warrant is
exercisable immediately after the occurrence of any such event shall be
adjusted to equal the number of shares of Common Stock which a record holder
of the same number of shares of Common Stock for which this Warrant is
exercisable immediately prior to the occurrence of such event would own or be
entitled to receive after the happening of such event, and (ii) the Current
Warrant Price shall be adjusted to equal (A) the Current Warrant Price
multiplied by the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to the adjustment divided by (B) the number of
shares for which this Warrant is exercisable immediately after such
adjustment.
4.2. REORGANIZATION, RECLASSIFICATION, MERGER, CONSOLIDATION OR
DISPOSITION OF ASSETS. In case the Company shall reorganize its capital,
reclassify its capital stock, consolidate or merge with or into another
corporation (where the Company is not the surviving corporation or where
there is a change in or distribution with respect to the Common Stock of the
Company), or sell, transfer or otherwise dispose of all or substantially all
its property, assets or business to another corporation and, pursuant to the
terms of such reorganization, reclassification, merger, consolidation or
disposition of assets, shares of common stock of the successor or acquiring
corporation, or any cash, shares of stock or other securities or property of
any nature whatsoever (including warrants or other subscription or purchase
rights) in addition to or in lieu of common stock of the successor or
acquiring corporation ("Other Property"), are to be received by or
distributed to the holders of Common Stock of the Company, then Holder shall
have the right thereafter to receive, upon exercise of the Warrant, the
number of shares of common stock of the successor or acquiring corporation or
of the Company, if it is the surviving corporation, and Other Property
receivable upon or as a result of such reorganization, reclassification,
merger, consolidation or disposition of assets by a holder of the number of
shares
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of Common Stock for which this Warrant is exercisable immediately prior to
such event. In case of any such reorganization, reclassification, merger,
consolidation or disposition of assets, the successor or acquiring
corporation (if other than the Company) shall expressly assume the due and
punctual observance and performance of each and every covenant and condition
of this Warrant to be performed and observed by the Company and all the
obligations and liabilities hereunder, subject to such modifications as may
be deemed appropriate, subject to the Holder's consent, in order to provide
for adjustments of shares of Common Stock for which this Warrant is
exercisable which shall be as nearly equivalent as practicable to the
adjustments provided for in this Section 4. For purposes of this Section
4.2, "common stock of the successor or acquiring corporation" shall include
stock of such corporation of any class which is not preferred as to dividends
or assets over any other class of stock of such corporation and which is not
subject to redemption and shall also include any evidences of indebtedness,
shares of stock or other securities which are convertible into or
exchangeable for any such stock, either immediately or upon the arrival of a
specified date or the happening of a specified event and any warrants or
other rights to subscribe for or purchase any such stock. The foregoing
provisions of this Section 4.2 shall similarly apply to successive
reorganizations, reclassifications, mergers, consolidations or disposition of
assets.
4.3 STOCK DIVIDENDS. If the Company shall declare a dividend or
any other distribution upon any of its capital stock which is payable in
shares of Common Stock, the Current Warrant Price shall be reduced to the
quotient obtained by dividing (i) the number of shares of Common Stock and
Common Stock equivalents outstanding immediately prior to such declaration
multiplied by the then effective Current Warrant Price by (ii) the total
number of shares of Common Stock and Common Stock equivalents outstanding
immediately after such declaration, and the number of shares of Common Stock
issuable upon exercise of the Warrants shall be adjusted as provided in
Section 4.1.
4.4. OTHER PROVISIONS APPLICABLE TO ADJUSTMENTS UNDER THIS
SECTION. The following provisions shall be applicable to the making of
adjustments of the number of shares of Common Stock for which this Warrant is
exercisable and the Current Warrant Price provided for in this Section 4:
(a) WHEN ADJUSTMENTS TO BE MADE. The adjustments
required by this Section 4 shall be made whenever and as often as any
specified event requiring an adjustment shall occur. For the purpose of any
adjustment, any specified event shall be deemed to have occurred at the close
of business on the date of its occurrence.
(b) FRACTIONAL INTERESTS. In computing adjustments
under this Section 4, fractional interests in Common Stock shall be taken
into account to the nearest 1/10th of a share.
(c) WHEN ADJUSTMENT NOT REQUIRED. If the Company shall
take a record of the holders of its Common Stock for the purpose of entitling
them to receive a dividend or distribution or subscription or purchase rights
and shall, thereafter and before the
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distribution thereof, legally abandon its plan to pay or deliver such
dividend, distribution, subscription or purchase rights, then thereafter no
adjustment shall be required by reason of the taking of such record and any
such adjustment previously made in respect thereof shall be rescinded and
annulled.
(d) MINIMUM ADJUSTMENT. Notwithstanding the foregoing,
no adjustment to the Current Warrant Price shall be made if such adjustment
results in a change in the Current Warrant Price then in effect of less than
one percent (1%) and any adjustment of less than one percent (1%) of any
Current Warrant Price shall be carried forward and shall be made at the time
of and together with any subsequent adjustment that, together with the
adjustment or adjustments so carried forward, equals one percent (1%) or
more; PROVIDED HOWEVER, that upon the exercise of this Warrant, the Company
shall have made all necessary adjustments (to the nearest cent) not
theretofore made to the Current Warrant Price up to and including the date
upon which this Warrant is exercised.
4.5. NO VOTING RIGHTS. This Warrant shall not entitle its Holder
to any voting rights or other rights as a shareholder of the Company.
5. NOTICES TO HOLDER
5.1. NOTICE OF ADJUSTMENTS. Whenever the number of shares of
Common Stock for which this Warrant is exercisable, or whenever the price at
which a share of such Common Stock may be purchased upon exercise of this
Warrant, shall be adjusted pursuant to Section 4 hereof, the Company shall
forthwith prepare a certificate to be executed by an executive officer of the
Company setting forth, in reasonable detail, the event requiring the
adjustment and the method by which such adjustment was calculated, specifying
the number of shares of Common Stock for which this Warrant is exercisable
and (if such adjustment was made pursuant to Section 4.2 hereof) describing
the number and kind of any other shares of stock, securities or Other
Property for which this Warrant is exercisable, and any change in the
purchase price or prices thereof, after giving effect to such adjustment or
change. The Company shall promptly cause a signed copy of such certificate
to be delivered to the holder in accordance with Section 13.2 hereof. The
Company shall keep at its office or agency designated pursuant to Section 11
hereof copies of all such certificates and cause the same to be available for
inspection at said office during normal business hours by Holder, its
representatives, or any prospective purchaser of a Warrant designated by
Holder.
5.2. NOTICE OF CORPORATE ACTION. If at any time the Company
shall prepare to take any action of the type described in Section 4 hereof,
then, in any one or more of such cases, the Company shall give to Holder at
least thirty (30) Business Days' prior written notice specifying the record
date, if any, with respect to any such action and the appropriate date on
which such action is to take place. Such notice in accordance with the
foregoing clause also shall specify the facts with respect thereto as shall
be reasonably necessary to indicate the effect of such action (to the extent
such effect may be known on the date of such notice) on the Current Warrant
Price and the number, kind or class of shares, securities or Other Property
which shall be deliverable upon
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exercise of this Warrant. Each such written notice shall be sufficiently
given if addressed to Holder at the last address of Holder appearing on the
books of the Company and delivered in accordance with Section 13.2 hereof.
6. NO IMPAIRMENT
The Company shall not by any action, including, without limitation,
amending its certificate of incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at
all times in good faith assist in the carrying out of all such terms and in
the taking of all such actions as may be necessary or appropriate to protect
the rights of Holder against impairment. Without limiting the generality of
the foregoing, the Company will (i) not increase the par value of any shares
of Common Stock receivable upon the exercise of this Warrant above the amount
payable therefor upon such exercise immediately prior to such increase in par
value, and (ii) take all such action as may be necessary or appropriate in
order that the Company may validly and legally issue fully paid and
nonassessable shares of Common Stock upon the exercise of this Warrant.
7. RESERVATION AND AUTHORIZATION OF COMMON STOCK
From and after the Warrant Issuance Date, 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 of Common Stock as will be
sufficient to permit the exercise in full of all outstanding Warrants. All
shares of Common Stock which shall be so issuable, when issued upon exercise
of any Warrant and payment therefor in accordance with the terms of such
Warrant, shall be duly and validly issued and fully paid and nonassessable,
and not subject to preemptive rights.
8. RESTRICTIONS ON TRANSFERABILITY
The Warrants and the Warrant Stock shall not be transferred,
hypothecated or assigned before satisfaction of the conditions specified in
this Section 8, which conditions are intended to ensure compliance with the
provisions of the Securities Act with respect to the Transfer of any Warrant
or any Warrant Stock. Holder, by acceptance of this Warrant, agrees to be
bound by the provisions of this Section 8.
8.1. RESTRICTIVE LEGEND.
(a) Holder by accepting this Warrant and any Warrant
Stock agrees that this Warrant and the Warrant Stock issuable upon exercise
hereof may not be assigned or otherwise transferred unless and until (i) the
Company has received an opinion of counsel for Holder that such securities
may be sold pursuant to an exemption from registration under the Securities
Act or (ii) a registration statement relating to such securities has been
filed by the Company and declared effective by the Commission.
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(b) Each certificate for Warrant Stock issuable
hereunder shall bear a legend substantially worded as follows unless such
securities have been sold pursuant to an effective registration statement
under the Securities Act:
"The Securities represented by this certificate have
not been registered under the Securities Act of 1933, as amended (the
"Act") or any state securities laws. The securities may not be offered
for sale, sold, assigned, offered, transferred or otherwise
distributed for value except (i) pursuant to an effective registration
statement under the Act or any state securities laws or (ii) pursuant
to an exemption from registration or prospectus delivery requirements
under the Act or any state securities laws in respect of which the
Company has received an opinion of counsel satisfactory to the Company
to such effect."
(c) Except as otherwise provided in this Section 8, this
Warrant shall be stamped or otherwise imprinted with a legend in
substantially the following form:
"This Warrant and the shares issuable upon exercise of
this Warrant have not ben registered under the Securities Act of 1933,
as amended, or the Securities Act of any state (collectively, the
"acts"). Neither the Warrant nor any interest therein may be offered,
sold, transferred, pledged or otherwise disposed of in the absence of
an effective registration statement under the Acts or an opinion of
counsel satisfactory to counsel of Airtech International Group, Inc.
to the effect that such registrations are not required."
8.2. NOTICE OF PROPOSED TRANSFERS. Prior to any Transfer or
attempted Transfer of any Warrants or any shares of Restricted Common Stock,
Holder shall give five (5) days' prior written notice (a "Transfer Notice")
to the Company of Holder's intention to effect such Transfer, describing the
manner and circumstances of the proposed Transfer, and obtain from counsel to
Holder an opinion that the proposed Transfer of such Warrants or such
Restricted Common Stock may be effected without registration under the
Securities Act or state securities laws. After the Company's receipt of the
Transfer Notice and opinion, such Holder shall thereupon be entitled to
Transfer such Warrants or such Restricted Common Stock, in accordance with
the terms of the Transfer Notice. Each certificate, if any, evidencing such
shares of Restricted Common Stock issued upon such Transfer and the Warrant
issued upon such Transfer shall bear the restrictive legends set forth in
Section 8.1, unless in the opinion of such counsel such legend is not
required in order to ensure compliance with the Securities Act.
8.3. TERMINATION OF RESTRICTIONS. Notwithstanding the foregoing
provisions of this Section 8, the restrictions imposed by this Section 8 upon
the transferability of the Warrants, the Warrant Stock and the Restricted Common
Stock (or Common Stock issuable upon the exercise of the Warrants) and the
legend requirements of Section 8.1 shall terminate as to any particular Warrant
or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable
upon the exercise of the Warrants) (i) when and so long as such security shall
have been
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effectively registered under the Securities Act and applicable state
securities laws and disposed of pursuant thereto or (ii) when the Company
shall have received an opinion of counsel that such shares may be transferred
without registration thereof under the Securities Act and applicable state
securities laws. Whenever the restrictions imposed by this Section 8 shall
terminate as to this Warrant, as hereinabove provided, Holder shall be
entitled to receive from the Company upon written request of Holder, at the
expense of the Company, a new Warrant bearing the following legend in place
of the restrictive legend set forth hereon:
"THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT
CONTAINED IN SECTION 8 HEREOF TERMINATED ON ____________, 20 ______,
AND ARE OF NO FURTHER AND EFFECT."
All Warrants issued upon registration of transfer, division or combination
of, or in substitution for, any Warrant or Warrants entitled to bear such
legend shall have a similar legend endorsed thereon. Whenever the
restrictions imposed by this Section 8 shall terminate as to any share of
Restricted Common Stock, as hereinabove provided, the holder thereof shall be
entitled to receive from the Company, at the Company's expense, a new
certificate representing such Common Stock not bearing the restrictive
legends set forth in Section 8.1.
9. SUPPLYING INFORMATION
The Company shall cooperate with Holder in supplying such
information as may be reasonably necessary for Holder to complete and file
any information reporting forms presently or hereafter required by the
Commission as a condition to the availability of an exemption from the
Securities Act for the sale of any Warrant or Restricted Common Stock.
10. LOSS OR MUTILATION
Upon receipt by the Company from Holder of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of this Warrant and indemnity reasonably satisfactory to it (it
being understood that the written agreement of Holder shall be sufficient
indemnity), and in case of mutilation upon surrender and cancellation hereof,
the Company will execute and deliver in lieu hereof a new Warrant of like
tenor to Holder; provided, in the case of mutilation, no indemnity shall be
required if this Warrant in identifiable form lower case surrendered to the
Company for cancellation.
11. OFFICE OF THE COMPANY
As long as any of the Warrants remain outstanding, the Company
shall maintain an office or agency (which may be the principal executive
offices of the Company) where the Warrants may be presented for exercise,
registration of transfer, division or combination as provided in this
Warrant, such office to be initially located at 00000 Xxxxx Xxxxx, Xxxxx
#000, Xxxxxx, Xxxxx 00000,
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fax (000) 000-0000, provided, however, that the Company shall provide prior
written notice to Holder of a change in address no less than thirty (30) days
prior to such change.
12. LIMITATION OF LIABILITY
No provision hereof, in the absence of affirmative action by Holder
to purchase shares of Common Stock, and no enumeration herein of the rights
or privileges of Holder hereof, shall give rise to any liability of Holder
for the purchase price of any Common Stock or as a stockholder of the
Company, whether such liability is asserted by the Company or by creditors of
the Company.
13. MISCELLANEOUS
13.1. NONWAIVER AND EXPENSES. No course of dealing or any delay
or failure to exercise any right hereunder on the part of Holder shall
operate as a waiver of such right or otherwise prejudice Holder's rights,
powers or remedies, notwithstanding all rights hereunder terminate on the
Expiration Date. If the Company fails to make, when due, any payments
provided for hereunder, or fails to comply with any other provision of this
Warrant, the Company shall pay to Holder such amounts as shall be sufficient
to cover any direct and indirect losses, damages, costs and expenses
including, but not limited to, reasonable attorneys' fees, including those of
appellate proceedings, incurred by Holder in collecting any amounts due
pursuant hereto or in otherwise enforcing any of its rights, powers or
remedies hereunder.
13.2. NOTICE GENERALLY. Except as may be otherwise provided
herein, any notice or other communication or delivery required or permitted
hereunder shall be in writing and shall be delivered personally or sent by
certified mail, postage prepaid, or by a nationally recognized overnight
courier service, and shall be deemed given when so delivered personally or by
overnight courier service, or, if mailed, three (3) days after the date of
deposit in the United States mail, as follows:
(1) if to the Company, to:
Airtech International Group, Inc.
00000 Xxxxx Xxxxx, Xxxxx #000
Xxxxxx, Xxxxx 00000
Attention: Xxxxx Xxxxxx, General Counsel
Tel: (000) 000-0000
Fax: (000) 000-0000
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(2) if to Holder to:
_______________________________
_______________________________
_______________________________
_______________________________
Attention: ____________________
Tel: (___)_____________________
Fax: (___)_____________________
with a copy to:
Xxxx X. Xxxxxxxxxx, Esq.
0000 X. Xxxxxxx Xxxxxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
The Company or Holder may change the foregoing address by notice given
pursuant to this Section 13.2.
13.3. INDEMNIFICATION. The Company agrees to indemnify and hold
harmless Holder from and against any liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, claims, costs, attorneys'
fees, expenses and disbursements of any kind which may be imposed upon,
incurred by or asserted against Holder in any manner relating to or arising
out of any failure by the Company to perform or observe in any respect any of
its covenants, agreements, undertakings or obligations set forth in this
Warrant.
13.4. SUCCESSORS AND ASSIGNS. Subject to the provisions of
Sections 3.1 and 8, this Warrant and the rights evidenced hereby shall inure
to the benefit of and be binding upon the successors of the Company and the
successors and assigns of Holder. The provisions of this Warrant are
intended to be for the benefit of all Holders from time to time of this
Warrant and, with respect to Section 8 hereof, holders of Warrant Stock, and
shall be enforceable by any such Holder or holder of Warrant Stock.
13.5. AMENDMENT. This Warrant and all other Warrants may be
modified or amended or the provisions hereof waived only with the prior
written consent of the Company and Holder.
13.6. SEVERABILITY. Wherever possible, each provision of this
Warrant shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Warrant shall be
prohibited by or invalid under applicable law, such provision shall be
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ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Warrant.
13.7. HEADINGS. The headings used in this Warrant are for the
convenience of reference only and shall not, for any purpose, be deemed a
part of this Warrant.
13.8. GOVERNING LAW. This Warrant shall be governed by the laws
of the State of Texas, without regard to the provisions thereof relating to
conflict of laws.
[SIGNATURE PAGE FOLLOWS,
REMAINDER OF PAGE INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed and its corporate seal to be impressed hereon and attested by its
Secretary or an Assistant Secretary.
Dated: January ____, 2000
AIRTECH INTERNATIONAL GROUP, INC.
By:___________________________________
Name:____________________________
Title:___________________________
ATTEST:
By:___________________________________
Name:____________________________
Title:___________________________
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EXHIBIT A
EXERCISE NOTICE
[To be executed only upon exercise of Warrant]
The undersigned registered owner of this Warrant irrevocably exercises this
Warrant for the purchase of _______________ Share of Common Stock of Airtech
International Group, Inc., and herewith makes payment therefor in cash or by
check or bank draft made payable to the Company, all at the price and on the
terms and conditions specified in this Warrant and requests that certificates
for the shares of Common Stock hereby purchased (and any securities or other
property issuable upon such exercise) be issued in the name of and delivered
to ______________ whose address is __________________________ and whose
Federal Identification Number is _________________ and, if such shares of
Common Stock shall not include all of the shares of Common Stock issuable as
provided in this Warrant, that a new Warrant of like tenor and date for the
balance of the shares of Common Stock issuable hereunder be delivered to the
undersigned.
__________________________________________
(Name of Registered Owner)
__________________________________________
(Signature of Registered Owner)
__________________________________________
(Street Address)
__________________________________________
(City) (State) (Zip Code)
NOTICE: The signature on this subscription must correspond with the
name as written upon the face of the within Warrant in every particular,
without alteration or enlargement or any change whatsoever.
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EXHIBIT B
ASSIGNMENT FORM
FOR VALUE RECEIVED the undersigned registered owner of this Warrant
hereby sells, assigns and transfers unto the Assignee named below all of the
rights of the undersigned under this Warrant, with respect to the number of
shares of Common Stock set forth below:
Name and Federal Number of Shares
Address of Assignee Identification Number of Common Stock
------------------- --------------------- ----------------
and does hereby irrevocably constitute and appoint ________________________
attorney-in-fact to register such transfer on the books of Airtech
International Group, Inc., maintained for the purpose, with full power of
substitution in the premises.
Dated: ____________________ Print Name: ___________________________
Signature: ___________________________
Witness: _____________________________
NOTICE: The signature on this assignment must correspond with the name
as written upon the face of the within Warrant in every particular, without
alteration or enlargement or any change whatsoever.
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