EXHIBIT 10.27
EXHIBIT B
WARRANT AGREEMENT
WARRANT AGREEMENT dated as of September _, 1998, between Environmental
Remediation Holding Corporation, a Colorado corporation (the "Company"), and
Talisman Capital Opportunity Fund Ltd. ("Talisman")
W I T N E S S E T H:
WHEREAS, Talisman wishes to acquire a certain warrant of the Company more
particularly described below; and
WHEREAS, the Company wishes to issue such warrant to Talisman pursuant to
the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the promises, the agreements herein
set forth and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. Grant.
The Company hereby grants Talisman, (the "Holder") the right to purchase,
at any time from (i) September __, 1998 until 5:00 PM Eastern Standard Time on
September __, 2008, 750,000 shares ("Shares") and (ii) from September __, 1999
until 5PM Eastern Standard Time on September 2008, 750,000 Shares (the "Exercise
Term") of Common Stock, $0.0001 par value per share (the "Common Stock"), of the
Company (subject to adjustment as provided in Section 11 hereof) upon payment of
$.40 per Share (the "Exercise Price") in lawful funds of the United States of
America (the "Warrants").
2. Warrant Certificates.
The warrant certificates for the Warrants (the "Warrant Certificates")
delivered pursuant to this Agreement shall be in the forms set forth as Exhibits
A and B, attached hereto and made a part hereof, with such appropriate
insertions, omissions, substitutions and other variations as required or
permitted by this Agreement.
3. Exercise of Warrants.
In case the Holder of the Warrants granted herein shall desire to
exercise the Warrants in whole or in part, the Holder shall surrender the
appropriate Warrant, with the form of exercise notice on the last pages hereof
(the "Form of Exercise") duly executed by the Holder, to the Company,
accompanied by payment of the Exercise Price.
(a) The Warrants granted herein may be exercised in whole or
in part but not for fractional Shares. In case of the exercise in part only, the
Company will deliver to the Holder a new warrant of like tenor in the name of
the Holder evidencing the right to purchase the number of Shares as to which the
Warrant has not been exercised.
4. Covenants of the Company.
The Company hereby covenants and agrees that prior to the expiration of
the Warrants by exercise or by their respective terms:
(a) The Company shall at all times reserve and keep available, out of
its authorized and unissued share capital, solely for the purpose of providing
for the exercise, forthwith upon the request of the Holder of the Warrants then
outstanding and in effect, such number of shares of Common Stock, as shall, from
time to time, be sufficient for the exercise of the Warrants granted by this
Agreement. The Company shall, from time to time, in accordance with the laws of
the State of New York, increase the authorized amount of its share capital if at
any time the number of shares of Common Stock remaining unissued and unreserved
for other purposes shall not be sufficient to permit the exercise of the
Warrants then outstanding and in effect.
(b) The Company covenants and agrees that all shares that may
be issued upon the exercise of the rights represented by the Warrants will, upon
issuance, be validly issued, fully paid and non-assessable, and free from all
taxes, liens and charges with respect to the issue thereof.
5. Loss, Theft, Destruction or Mutilation.
In case the Warrants shall become mutilated or defaced or be
destroyed, lost or stolen, the Company shall execute and deliver a new warrant
(i) in exchange for and upon surrender and cancellation of such mutilated or
defaced warrant or (ii) in lieu of and in substitution for such warrant so
destroyed, lost, or stolen, upon the Holder of such warrant filing with the
Company such evidence satisfactory to it that such warrant has been so lost or
stolen and of the ownership thereof by the Holder; provided, however, that, in
either case, the Company shall be entitled, as a condition to the execution and
delivery of such new warrant, to demand indemnity satisfactory to it and payment
of expenses and charges incurred in connection with the delivery of such new
warrant, and may demand a bond from the Holder. Any warrant so surrendered to
the Company shall be canceled.
6. Record Owner.
At the time of the surrender of the Warrants, together with
the Form of Exercise properly executed and payment of the Exercise Price, the
person exercising the Warrants shall be deemed to be the Holder of record of the
Common Stock deliverable upon such exercise, in whole or in part,
notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such securities shall not then be
actually delivered to such person.
7. Mailing of Notices, etc.
All notices and other communications from the Company to the
Holder of the Warrants shall be mailed by first-class registered or certified
mail, return receipt requested, postage prepaid, to the Holder at the address
set forth in the records of the Company, or to such other address furnished to
the Company in writing from time to time by the Holder of such Warrants in
accordance with this Section 7.
8. Registration Under the Securities Act of 1933, as amended, and
Transfers.
a. Neither the Warrants nor the Shares underlying each of them have been
registered under the Securities Act of 1933, as amended (the "Act"). Unless and
until registered under the Act, such Warrants and all replacement Warrants shall
bear the following legend:
This Warrant, and the securities issuable upon the exercise of this
Warrant, have not been registered under the Securities Act of 1933, as amended
(the "Act") or applicable state law and may not be sold, transferred or
otherwise disposed of unless registered under the Act and any applicable state
act or unless the Company receives an opinion of counsel for the holder and is
satisfied that this Warrant and the underling securities may be transferred
without registration under the Act.
The Shares issuable upon exercise of such Warrants shall be Rule 144
restricted shares (the "Restricted Securities"). After issuance of the Shares,
Company agrees to use its best efforts to assist Holder in registering the
Shares or to register the Shares under the Act subject to the rules,
regulations, and other provisions of said Act.
b. The Company shall file, as soon as practicable, with the
United States Securities and Exchange Commission ("SEC") and use its best
efforts to cause it to be declared effective within two (2) years of the Closing
Date and remain effective until the earlier of the date on which all of the
Warrants are sold or for the life of the Warrants (the "Effective Period"), a
Form S-1 Registration Statement or other appropriate form of registration in
order to register for resale and distribution under the Securities Act of 1933,
as amended (the "Securities Act"), all shares of Common Stock of the Company
issuable upon voluntary or mandatory exercise of the Warrants (the "Exercisable
Shares"). Such registration shall initially cover 100% of the shares issuable
upon exercise of the Warrants into Common Stock. The Company shall prepare and
file with the SEC such amendments and supplements necessary to keep such
registration statement effective throughout the Effective Period and to comply
with the provisions of the Securities Act with respect to the sale or other
disposition of the shares covered by such registration statement whenever the
holder shall desire to sell or otherwise dispose of same.
c. No sale, transfer, assignment or other disposition of the
Warrants granted herein shall be effective unless the Payee or any subsequent
permitted assignee shall provide the Company with (i) an original form of
assignment (the "Form of Assignment") set forth on the last pages hereof, (ii)
the original warrant and (iii) an opinion of counsel for the Payee or such
subsequent permitted assignee, in a form reasonably satisfactory to the Company,
stating that the warrant and the underlying securities may be transferred
without registration under the Act. Upon acceptance of same for transfer, the
Company shall execute and deliver a new warrant in exchange for the one
surrendered or like tenor in the name of the permitted assignee and enter such
permitted assignee on the books of the Company as the registered holder.
10. Piggyback Registration.
a. At any time that the Company proposes to file a Company
registration statement on Form S-1, including the pending Form S-1 registration
filed on January 8, 1998, under the Act (the "Registrations Statement"), or any
amendment filed thereof, the Company shall cause to be included in such
registration statement any securities issued or subject to issuance in this
transaction; provided, however, that if, at any time after giving written notice
of its intention to register any securities and prior to the effective date of
the Company Registration Statement filed in connection with such registration,
the Company shall determine for any reason not to register or to delay
registration of holder's Restricted Securities, the Company may, at its
election, give written notice of such determination to Holder and, thereupon:
(i) in the case of a determination not to register such other securities,
shall be relieved of its obligation to register Holder's Restricted Securities
in connection with such registration (but not from its obligation to pay the
registration expenses in connection therewith), and
(ii) in the case of a delay in registering, shall be permitted to delay
registering Holder's Restricted Securities for the same period as the delay in
registering such other securities.
b. The Company's obligation to include Restricted Securities in a Company's
Registration Statement pursuant to Section 10(a) shall be subject to the
following limitations:
(i) The Company may elect, at its sole option and for any reason, not to
register Holder's Restricted Shares, provided however, that this right is
limited to one (1) time and relative to one (1) particular Company Registration
Statement.
(ii) The Company shall not be obligated to include any Restricted
Securities in a registration statement filed on Form X-0, Xxxx X-0 or such other
similar successor forms then in effect under the Securities Act.
(iii) If a Company Registration Statement involves an underwritten offering
and the managing underwriter advises the Company in writing that in its opinion,
the number of securities requested to be included in such Company Registration
Statement exceeds the number which can be sold in such offering without
adversely affecting the offering, the Company shall include in such Company
Registration Statement the number of such securities which the Company is so
advised can be sold in such offering without adversely affecting the offering,
determined as follows:
(A) first, the securities proposed by the Company to be sold for it own
account, and
(B) second, any Restricted Securities requested to be included in such
registration and any other securities of the Company in accordance with the
priorities, if and then existing among the holders of such securities pro rata
among the holders thereof requesting such registration on the basis of the
number of shares of such securities requested to be included by such holders.
(iv) The Company shall not be obligated to include Restricted Securities in
more than one (1) Company Registration Statement.
(c) To the extent Holder's Restricted Securities are intended to be
included in a Company Registration Statement, Holder may include any of its
Restricted Securities in such Company Registration Statement pursuant to this
Agreement only if Holder furnishes to the Company in writing, within ten (10)
business days after receipt of a written request therefor, such information
specified in Item 507 of Regulation S-K under the Act or such other information
as the Company may reasonably request for use in connection with the Company
Registration Statement or Prospectus or preliminary Prospectus included therein
and in any application to the NASD. Holder as to which the Company Registration
Statement is being effected agrees to furnish promptly to the Company all
information required to be disclosed in order to make all information previously
furnished to the Company by Holder not materially misleading.
11. Antidilution Provision.
The applicable Exercise Price in effect from time to time shall be, subject
to adjustment in accordance with the provisions of this Section 11.
(a) Adjustments for Stock Splits and Combinations. If the
Company shall at any time or from time to time after the date hereof, effect a
stock split of the outstanding Common Stock, the applicable Exercise Price in
effect immediately prior to the stock split shall be proportionately decreased.
If the Company shall at any time or from time to time after the date hereof,
combine the outstanding shares of Common Stock, the applicable Exercise Price in
effect immediately prior to the combination shall be proportionately increased.
Any adjustments under this Section 11(a) shall be effective at the close of
business on the date the stock split or combination occurs.
(b) Adjustments for Certain Dividends and Distributions. If
the Company shall at any time or from time after the date hereof, make or issue
or set a record date for the determination of holders of Common Stock entitled
to receive a dividend or other distribution payable in shares of Common Stock,
then, and in each event, the applicable Exercise Price in effect immediately
prior to such event shall be decreased as of the time of such issuance or, in
the event such a record date shall have been fixed, as of the close of business
on such record date, by multiplying the applicable Exercise Price then in effect
by a fraction;
(i) the numerator of which shall be the total number of shares of Common
Stock issued and outstanding immediately prior to the time of such issuance or
the close of business on such record date; and
(ii) the denominator of which shall be the total number of shares of Common
Stock issued and outstanding immediately prior to the time of such issuance or
the close of business on such record date plus the number of shares of Common
Stock issuable in payment of such dividend or distribution.
(c) Adjustments for Other Dividends and Distributions. If the
Company shall at any time or from time to time after the date hereof, make or
issue or set a record date for the determination of holders of Common Stock
entitled to receive a dividend or other distribution payable in other than
shares of Common Stock, then, and in each event, an appropriate revision to the
applicable Exercise Price shall be made and provision shall be made (by
adjustments of the Exercise Price or otherwise) so that the Holder of the
Warrants shall receive upon exercise thereof, in addition to the number of
shares of Common Stock receivable thereon, the number of securities of the
Company which they would have received had the warrant been exercised into
Common Stock on the date of such event and had thereafter, during the period
from the date of such event to and including the date hereof, retained such
securities (together with any distributions payable thereon during such period),
giving application to all adjustments called for during such period under this
Section 11(c) with respect to the rights of the holders of the Warrants.
(d) Adjustments for Reclassification, Exchange or Substitution. If the
Common Stock issuable upon exercise of Warrants at any time or from time to time
after the date hereof shall be changed into the same or a different number of
shares of any class or classes of stock, whether by reclassification, exchange,
substitution or otherwise (other than by way of a stock split or combination of
shares or stock dividends provided for in Sections 11(a), (b) and (c), or a
reorganization, merger, consolidation, or sale of assets provided for in Section
11(e)), then, and in each event, an appropriate revision to the applicable
Exercise Price shall by made and provisions shall be made (by adjustments of the
Exercise Price of otherwise) so that the Holder of Warrants shall have the right
thereafter to exercise such Warrants into the kind and amount of shares of stock
and other securities receivable upon reclassification, exchange, substitution or
other change, by holders of the number of shares of Common Stock into which such
warrant might have been exercised immediately prior to such reclassification,
exchange, substitution or other change, all subject to further adjustment as
provided herein.
(e) Adjustments for Reorganization, Merger, Consolidation or
Sales of Assets. If at any time or from time to time after the date hereof there
shall be a capital reorganization of the Company (other than by way of a stock
split or combination of shares or stock dividends or distributions provided for
in Section 11(a), (b), and (c), or a reclassification, exchange or substitution
of shares provided for in Section 11(d)), or a merger or consolidation of the
Company with or into another corporation, or the sale of all or substantially
all of the Company's properties or assets to any other person, then as a part of
such reorganization, merger, consolidation, or sale, an appropriate revision to
the applicable Exercise Price shall be made and provision shall be made (by
adjustments of the Exercise Price or otherwise) so that the holder of Warrants
shall have the right thereafter to exercise such Warrants into the kind and
amount of shares of stock and other securities or property of the Company or any
successor corporation resulting from such reorganization, merger, consolidation,
or sale, to which a holder of Common Stock deliverable upon exercise of such
shares would have been entitled upon such reorganization, merger, consolidation,
or sale. In any such case, appropriate adjustment shall be made in the
application of the provisions of this Section 11(e) with respect to the rights
of the holders of Warrants after the reorganization, merger, consolidation, or
sale to the end that the provisions of this Section 11(e) (including any
adjustment in the applicable Exercise Price then in effect and the number of
shares of stock or other securities deliverable upon exercise of such warrant)
shall be applied after that event in as nearly an equivalent manner as may be
practicable.
(f) Additional Adjustments. If at any time or from time to
time after the Issuance Date, the Company shall issue or sell any share of
Common Stock, other that shares issued or sold pursuant to a employee or
consultant stock option plan or shares issued or sold pursuant to conversion or
exercise rights granted prior to the Issuance Date, to any party for a price per
share which shall be less than seventy five percent (75%) of the average closing
bid price per share of Common Stock as reported on Bloomberg for the five (5)
consecutive trading days immediately prior to the time of the issue or sale (the
"Trigger Price"), then forthwith upon such issue or sale, the number of shares
of Common Stock issuable upon exercise of the Warrants in effect immediately
prior to such issue or sale shall be adjusted by multiplying the number of
shares of Common Stock issuable upon exercise of the Warrants in effect
immediately prior to the time of such issue or sale by a fraction:
(A) the number of which shall be (i) the total number of shares of
Common Stock issued and outstanding immediately after such
issue or sale, multiplied by (ii) the Trigger Price; and
(B) the denominator of which shall be the sum of (i) the number of
shares of Common Stock outstanding immediately prior to such
issue or sale multiplied by the Trigger Price, plus (ii) the
consideration received by the Company upon such issue or sale.
12. Laws of the State of New York.
The Warrants shall be governed by, interpreted under and
construed in all respects in accordance with, the laws of the State of New York,
irrespective of the place of domicile or residence of any party.
13. Entire Agreement and Modification.
The Company and the Holder hereby represent and warrant that
this Warrant Agreement and the Warrants issued hereunder are intended to and do
contain and embody all of the understandings and agreements, both written and
oral, of the parties hereto with respect to the subject matter of the Warrants
granted herein, and that there exists no oral agreement or understanding,
express or implied, whereby the absolute, final and unconditional character and
nature of this Warrants Agreement or the Warrants shall be in any way
invalidated, empowered or affected. A modification or waiver of any of the
terms, conditions or provisions of this Warrant Agreement or the Warrants shall
be effective only if made in writing and executed with the same formality as
these documents.
14. Controlling Document.
Notwithstanding anything contained herein, in the event of
conflict between any provision contained herein and those contained in the
Warrants, the provisions contained in this Agreement shall control.
The Warrants will become wholly void and of no effect and the rights
evidenced hereby will terminate unless exercised in accordance with the terms
and provisions hereof at or before 5:00 p.m., Eastern Time, on the Expiration
Date.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the day and year first above written.
ENVIRONMENTAL REMEDIATION
HOLDING CORPORATION
By:______________________________________
Name: Xxxxxx Xxxxxx
Title: Vice President/Chief Financial Officer
Attest: ___________________________
TALISMAN CAPITAL OPPORTUNITY
FUND LTD.
By:______________________________________
Name:
Title:
Attest: ___________________________
EXHIBIT A
This Warrant, and the securities issuable upon the exercise of this Warrant,
have not been registered under the Securities Act of 1933, as amended (the
"Act") or applicable state law and may not be sold, transferred or otherwise
disposed of unless registered under the Act and any applicable state act or
unless the Company receives an opinion of counsel for the holder and is
satisfied that this Warrant and the underling securities may be transferred
without registration under the Act.
THE TRANSFER OR EXCHANGE OF THE WARRANT REPRESENTED BY THIS
CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREE
MENT REFERRED TO HEREIN.
EXERCISABLE ON OR BEFORE
5:00 P.M., EASTERN STANDARD TIME, SEPTEMBER __, 2008
750,000 Warrant
WARRANT CERTIFICATE
This Warrant Certificate certifies that TALISMAN CAPITAL OPPORTUNITY
FUND LTD. ("Talisman") or registered assigns, is the registered holder of a
Warrant to purchase, from September __, 1998 until 5:00 P.M. Eastern Standard
Time on September __, 2008 ("Expiration Date"), up to 750,000 shares ("Shares")
of fully-paid and non-assessable common stock, par value $.0001 ("Common
Stock"), of Environmental Remediation Holding Corporation, a Colorado
corporation (the "Company"), at the Initial Exercise Price, subject to
adjustment in certain events, of $.40 per Share (the "Exercise Price") upon
surrender of this Warrant Certificate and payment of the Exercise Price at an
office or agency of the Company, but subject to the conditions set forth herein
and in the warrant agreement dated as of September __, 1998, between the Company
and Talisman (the "Warrant Agreement"). Payment of the Exercise Price may be
made in cash, or by certified or official bank check in New York Clearing House
funds payable to the order of the Company, or any combination of cash or check.
No Warrant may be exercised after 5:00 P.M., Eastern Standard Time, on
the Expiration Date, at which time all Warrant evidenced hereby, unless
exercised prior thereto, shall thereafter be void.
The Warrant evidenced by this Warrant Certificate is part of a duly
authorized issue pursuant to the Warrant Agreement, which Warrant Agreement is
hereby incorporated by reference in and made a part of this instrument and is
hereby referred to in a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Company and the holders
(the words "holders" or "holder" meaning the registered holders or registered
holder) of the Warrant.
The Warrant Agreement provides that upon the occurrence of certain
events, the Exercise Price and/or number of the Company's securities issuable
thereupon may, subject to certain conditions, be adjusted. In such event, the
Company will, at the, request of the holder, issue a new Warrant Certificate
evidencing the adjustment in the Exercise Price and the number and/or type of
securities issuable upon the exercise of the Warrant; provided, however, that
the failure of the Company to issue such new Warrant Certificates shall not in
any way change, alter, or otherwise impair, the rights of the holder as set
forth in the Warrant Agreement.
Upon due presentment for registration of transfer of this Warrant
Certificate at an office or agency of the Company, a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrant shall be issued to the transferees) in exchange for this Warrant
Certificate, subject to the limitations provided herein and in the Warrant
Agreement and in compliance with the rules governing restricted securities,
without any charge except for any tax, or other governmental charge imposed in
connection therewith.
Upon the exercise of less than all of the Warrant evidenced by this
Certificate, the Company shall forthwith issue to the holder hereof a new
Warrant Certificate representing such number of unexercised Warrant.
The Company may deem and treat the registered holder(s) hereof as the
absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, and of any distribution to the holder(s) hereof, and for all
other purposes, and the Company shall not be affected by any notice to the
contrary.
All terms used in this Warrant Certificate which are defined in the
Warrant Agreement shall have the meanings assigned to them in the Warrant
Agreement.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed under its corporate seal.
Dated: _______________, 1998
ENVIRONMENTAL REMEDIATION
HOLDING CORPORATION
By:___________________________
Name:_________________________
Title___________________________
Attest:____________________________
Name:____________________________
Title:_____________________________
EXHIBIT B
This Warrant, and the securities issuable upon the exercise of this Warrant,
have not been registered under the Securities Act of 1933, as amended (the
"Act") or applicable state law and may not be sold, transferred or otherwise
disposed of unless registered under the Act and any applicable state act or
unless the Company receives an opinion of counsel for the holder and is
satisfied that this Warrant and the underling securities may be transferred
without registration under the Act.
THE TRANSFER OR EXCHANGE OF THE WARRANT REPRESENTED BY THIS
CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREE
MENT REFERRED TO HEREIN.
EXERCISABLE ON OR BEFORE
5:00 P.M., EASTERN STANDARD TIME, SEPTEMBER __, 2008
750,000 Warrant
WARRANT CERTIFICATE
This Warrant Certificate certifies that TALISMAN CAPITAL OPPORTUNITY
FUND LTD. ("Talisman") or registered assigns, is the registered holder of a
Warrant to purchase, from September __, 1999 until 5:00 P.M. Eastern Standard
Time on September __, 2008 ("Expiration Date"), up to 750,000 shares ("Shares")
of fully-paid and non-assessable common stock, par value $.0001 ("Common
Stock"), of Environmental Remediation Holding Corporation, a Colorado
corporation (the "Company"), at the Initial Exercise Price, subject to
adjustment in certain events, of $.40 per Share (the "Exercise Price") upon
surrender of this Warrant Certificate and payment of the Exercise Price at an
office or agency of the Company, but subject to the conditions set forth herein
and in the warrant agreement dated as of September __, 1998, between the Company
and Talisman (the "Warrant Agreement"). Payment of the Exercise Price may be
made in cash, or by certified or official bank check in New York Clearing House
funds payable to the order of the Company, or any combination of cash or check.
No Warrant may be exercised after 5:00 P.M., Eastern Standard Time, on
the Expiration Date, at which time all Warrant evidenced hereby, unless
exercised prior thereto, shall thereafter be void.
The Warrant evidenced by this Warrant Certificate is part of a duly
authorized issue pursuant to the Warrant Agreement, which Warrant Agreement is
hereby incorporated by reference in and made a part of this instrument and is
hereby referred to in a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Company and the holders
(the words "holders" or "holder" meaning the registered holders or registered
holder) of the Warrant.
The Warrant Agreement provides that upon the occurrence of certain
events, the Exercise Price and/or number of the Company's securities issuable
thereupon may, subject to certain conditions, be adjusted. In such event, the
Company will, at the, request of the holder, issue a new Warrant Certificate
evidencing the adjustment in the Exercise Price and the number and/or type of
securities issuable upon the exercise of the Warrant; provided, however, that
the failure of the Company to issue such new Warrant Certificates shall not in
any way change, alter, or otherwise impair, the rights of the holder as set
forth in the Warrant Agreement.
Upon due presentment for registration of transfer of this Warrant
Certificate at an office or agency of the Company, a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrant shall be issued to the transferees) in exchange for this Warrant
Certificate, subject to the limitations provided herein and in the Warrant
Agreement and in compliance with the rules governing restricted securities,
without any charge except for any tax, or other governmental charge imposed in
connection therewith.
Upon the exercise of less than all of the Warrant evidenced by this
Certificate, the Company shall forthwith issue to the holder hereof a new
Warrant Certificate representing such number of unexercised Warrant.
The Company may deem and treat the registered holder(s) hereof as the
absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, and of any distribution to the holder(s) hereof, and for all
other purposes, and the Company shall not be affected by any notice to the
contrary.
All terms used in this Warrant Certificate which are defined in the
Warrant Agreement shall have the meanings assigned to them in the Warrant
Agreement.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed under its corporate seal.
Dated: _______________, 1998
ENVIRONMENTAL REMEDIATION
HOLDING CORPORATION
By:___________________________
Name:_________________________
Title________________________
Attest:____________________________
Name:____________________________
Title:_____________________________
[FORM OF EXERCISE]
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase ____________ Shares and
herewith tenders in payment for such Shares cash or a certified or official bank
check payable in New York Clearing House Funds to the order of ENVIRONMENTAL
REMEDIATION HOLDING CORPORATION in the amount of $_______________, all in
accordance with the terms hereof. The undersigned requests that a certificate
for such Shares be registered in the name of ________________________whose
address is _____________________________, and that such Certificate be delivered
to ___________________________________________, whose address is
---------------------------------------------------------------.
Dated: Signature:_________________________________
(Signature must conform in
all respects to name of
holder as specified on the
face of the Warrant
Certificate.)
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(Insert Social Security or Other
Identifying Number of Holder)
[FORM OF ASSIGNMENT]
(To be executed by the registered holder if such
holder desires to transfer the Warrant
Certificate.)
FOR VALUE RECEIVED ___________________________________________ hereby
sells, assigns and transfers unto
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(Please print name and address of transferee)
this Warrant Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint
___________________________________, Attorney, to transfer the within Warrant
Certificate on the books of the within-named Company, with full power of
substitution.
Dated: Signature:_________________________________
(Signature must conform in all respects to
name of holder as specified on the face of
the Warrant Certificate)
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-------------------------------------
(Insert Social Security or Other
Identifying Number of Assignee)
