Exhibit 4.2
THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER: (A) THE SECURITIES ACT OF 1933, AS AMENDED, IN
RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN SECTIONS 3 AND 4 OF
SUCH ACT AND/OR REGULATION D PROMULGATED THEREUNDER; OR (B) ANY STATES
SECURITIES LAWS IN RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER. THESE
SECURITIES MUST BE ACQUIRED FOR INVESTMENT ONLY FOR THE ACCOUNT OF THE INVESTOR
AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
OF THEM UNDER SUCH ACT AND ALL OTHER APPLICABLE SECURITIES LAWS OR AN OPINION
OF COUNSEL ACCEPTABLE TO THE CORPORATION OR ITS REPRESENTATIVES THAT SUCH SALE
OR TRANSFER WOULD NOT VIOLATE APPLICABLE SECURITIES LAWS OR REGULATIONS.
--------------------------------------------------------------------------------
Warrant No. ______________ To Purchase 25,000
Shares of Common Stock
($.005 par value)
WARRANT TO PURCHASE SHARES
OF COMMON STOCK OF
AIRTECH INTERNATIONAL GROUP, INC.
(A WYOMING CORPORATION)
PURCHASE PRICE PER SHARE: $.25
EXPIRATION DATE: May 31, 2000
THIS CERTIFIES that, for value received,
Is the registered owner and is entitled, subject to the terms and conditions of
this Warrant, until the Expiration date, to purchase the number of shares set
forth above of the Common Stock, $.005 par value (the "Common Stock"), of
Airtech International Group, Inc. (the "Corporation") from the Corporation at
the purchase price set forth above.
Section 1: EXERCISE OF WARRANTS. Subject to the provisions hereof,
this Warrant may be exercised in whole or in part until the
Expiration Date, by delivery of this Warrant to the Corporation with
the exercise for duly executed and payment of the purchase price for
each share purchased.
Section 2: CORPORATION'S COVENANTS AS TO COMMON STOCK. Shares
deliverable on the exercise of this Warrant shall, at delivery, be
fully paid and non-assessable, free from taxes, liens, and charges
with respect to their purchase. The Corporation shall at all times
reserve and hold available sufficient shares of Common Stock to
satisfy all conversion and purchase rights of outstanding convertible
securities, options and warrants.
Section 3: METHOD OF EXERCISE: FRACTIONAL SHARES. The purchase
rights represented by this Warrant are exercisable at the option of
the registered owner in whole at any time, or in part, from time to
time, within the period above specified, provided, however, that
purchase rights are not exercisable with respect to a fraction of a
share of Common Stock. In lieu of issuing a fraction of
a share remaining after exercise of this Warrant as to all full
shares covered hereby, the Corporation shall either (1) pay therefor
cash equal to the same fraction of the then current Warrant purchase
price per share or, at its option, (2) issue script for the same
fraction, in registered or bearer form approved by the board of
directiors of the Corporation, which shall entitle the holder to
receive a certificate for a full share of Common Stock on surrender
of scrip aggregating a full share. Scrip may become void after a
reasonable period (but not less than one year after the expiration
date of this Warrant) determined by the board of directors and
specified in the scrip. In case of the exercise of this Warrant
for less than all the shares purchasable, the Corporation shall
cancel the Warrant and deliver a new Warrant of like tenor and date
for the balance of the shares pureasable.
Section 4: LIMITED RIGHTS OF OWNER. This Warrant does not
entitle the owner to any voting rights or other rights as a
shareholder of the Corporation, or to any other rights whatsoever
except the rights herein expressed. No dividends are payable or
will accrue on this warrant or the shares purchasable hereunder
until, and except to the extent that, this Warrant is exercised.
Section 5: EXCHANGE FOR OTHER DENOMINATIONS. This Warrant is
exchangeable, on its surrender by the registered owner to the
Corporation, for new Warrants of like tenor and date representing
in the aggregate the right to purchase the number of shares
purchasable hereunder in denominations designated by the registered
owner at the time of surrender.
Section 6: TRANSFER. Except as otherwise above provided, this
Warrant is transferable only on the books of the Corporation by the
registered owner in person or by attorney, on surrender of this
Warrant, properly endorsed. However, because this Warrant has not
been registered under the Securities Act of 1933, as amended, and
applicable state securities laws, this Warrant may not be sold or
transferred in the absence of an effective registration of it under
such Act and all other applicable securities laws or an opinion of
counsel acceptable to the Corporation or its representatives that
such sale or transfer would not violate applicable securities laws
or regulations. Any Common Stock purchased upon exercise of this
Warrant shall also be subject to the same restrictions on transfer
and will contain the same transfer legend found in the face of this
Warrant.
Section 7: RECOGNITION OF REGISTERED OWNER. Prior to due
presentment for registration of transfer of this Warrant, the
Corporation may treat the registered owner as the person
exclusively entitled to receive notices and otherwise to exercise
rights hereunder.
Section 8: ADJUSTMENT OF SHARES PURCHASABLE. The number of
shares purchasable hereunder and the purchase price per share are
subject to adjustment from time to time as specified in this
warrant.
Section 9: EFFECT OF STOCK SPLIT, ETC. If the Corporation, by
stock dividend, split, reverse split, reclassification of shares, or
otherwise, changes as a whole the outstanding Common Stock into a
different number or class of shares, then:
1) the number and class of shares so changed shall, for the
purposes of this Warrant, replace shares outstanding
immediately prior to the change; and
2) the Warrant purchase price in effect, and the number of
shares purchasable under this Warrant, immediately prior
to the date upon which the change becomes effective, shall
be proportionately adjusted (the price to the nearest
cent). Irrespective of any adjustment or change in the
Warrant purchase price or the number of shares purchasable
under this or any other Warrant of like tenor, the
Warrants theretofore and thereafter issued may continue to
express the Warrant purchase price per share and the
number of shares purchasable as were expressed in the
Warrants when initially issued.
Section 10: EFFECT OF MERGER. If the Corporation
consolidates with or merges into another corporation, the
registered owner shall thereafter be entitled on exercise
to purchase, with respect
to each share of Common Stock purchasable hereunder immediately before the
consolidation or merger becomes effective, the securities or other consideration
to which a holder of one share of Common Stock is entitled in the consolidation
or merger to assure that all the provisions of this Warrant shall thereafter be
applicable, as nearly as reasonably may be, to any securities or other
consideration so deliverable on exercise of the warrant. The Corporation shall
not consolidate or merge, unless, prior to consummation, the successor
corporation (if other than the Corporation) assumes the obligations of this
Section 10 by written instrument executed and mailed to the registered owner at
the address of the owner on the books of the Corporation.
Section 11: NOTICE OF ADJUSTMENT. On the happening of an event requiring an
adjustment of this Warrant purchase price or the shares purchasable hereunder,
the Corporation shall forthwith give written notice to the registered owner
stating the adjusted Warrant purchase price and the adjusted number and kind of
securities or other property purchasable hereunder resulting from the event and
setting forth in reasonable detail the method of calculation and the facts upon
which the calculation is based. The board of directors of the Corporation,
acting in good faith, shall determine the calculation.
Section 12: NOTICE AND EFFECT OF DISSOLUTION, ETC. In case a voluntary or
involuntary dissolution, liquidation, or winding up or the Corporation (other
than in conjunction with a consolidation or merger covered by Section 10 above)
is at any time proposed, the Corporation shall provide at least 10 days'
written notice to the registered owner prior to the record date as of which
holders of Common Stock will be entitled to receive distributions as a result
of the proposed transaction. Such notice shall contain: (1) the date on which
the transaction is to take place; (2) the record date as of which holders of
Common Stock will be entitled to receive distributions as a result of the
transaction; (3) a brief description of the transaction; (4) a brief
description of the distributions to be made to holders of Common Stock as a
result of the transaction; and (5) an estimate of the fair value of the
distributions. On the date of the transaction, if it actually occurs, this
Warrant and all right hereunder shall terminate.
Section 13: METHOD OF GIVING NOTICE; EXTENT REQUIRED. Notices shall be given
by first class mail, postage prepaid, addressed to the registered owner at the
address of the owner appearing in the records of the Corporation. No notice to
warrant holders is required except as specified in Sections 11 and 12.
Section 14: ACCESS TO INFORMATION. The Company shall provide an opportunity
to any registered owner of this Warrant to ask questions of management of the
Company and to obtain information to the extent the Company has the same in
possession prior to any exercise of the owner's rights to purchase Common Stock
under this Warrant. Requests for information and any other questions
concerning the business and affairs of the Company should be directed to any
officer of the Company at its main business offices.
Witness the seal of the Corporation and the signatures of its authorized
officers.
Dated:_______________________ AIRTECH INTERNATIONAL GROUP, INC.
By:
----------------------------- -------------------------------------
[ILLEGIBLE] C.E.O.
