EXHIBIT 10(j)
NUCLEAR METALS, INC.
September 26, 0000
Xxxxx Xxxxxx Xxxx and Trust Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn:
Re: WARRANT AGREEMENT
Gentlemen:
The undersigned, Nuclear Metals, Inc., a Massachusetts corporation (the
"Company"), hereby agrees with you as follows:
Section 1. AUTHORIZATION OF ISSUE OF WARRANT. Pursuant to that
certain letter agreement of even date herewith among the Company, Carolina
Metals, Inc., a wholly-owned subsidiary of the Company and you (the "LETTER
AGREEMENT"), the Company will authorize the issue of a Warrant ("WARRANT")
evidencing the right to purchase, at any time on or before September 26,
2005, 25,000 shares of the Common Stock, having $.10 par value, of the
Company (the "COMMON STOCK"), constituting in the aggregate .010177023% of
the shares of the Common Stock on a fully diluted basis, at a purchase price
of $11.89 per share (as such figure may be adjusted pursuant to the Warrant,
the "EXERCISE PRICE"), with such number of shares and purchase price being
subject to adjustment as provided in the Warrant, and to be substantially in
the form of EXHIBIT A hereto. Whenever used in this Agreement and in the
Warrant, the term "fully diluted" when used in connection with the Common
Stock of the Company shall mean, as of any given date, the shares of Common
Stock actually issued and outstanding or which the Company is obligated to
issue on such date together with all shares of such Common Stock that would
be issued on such date assuming conversion or exercise of all warrants,
options or other rights or securities (including, if applicable, shares of
the Company's Preferred Stock)which provide for the acquisition of shares of
Common Stock and which are outstanding or which the Company is obligated to
issue.
Section 2. PURCHASE AND SALE OF WARRANT. Subject to the terms and
conditions herein set forth, the Company hereby agrees to sell to you and you
agree to purchase from the Company the Warrant for $10.00 in hand paid by you
to the Company and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by
the Company. On the date hereof, the Company will deliver to you the
Warrant, registered in your name.
Section 3. REPRESENTATIONS AND COVENANTS.
Section 3.1 REPRESENTATION OF THE COMPANY. The Company represents that:
(a) The execution, delivery and performance of this Agreement and
the Warrant have been duly authorized by the Company's Board of
Directors and each of this Agreement and the Warrant constitutes the
legal, valid and binding obligation of the Company enforceable against
the Company in accordance with its terms. Neither the execution nor
delivery of this Agreement and the Warrant, nor fulfillment of nor
compliance with the terms and provisions of this Agreement and the
Warrant, nor the issuance of shares of Common Stock upon exercise of the
Warrant, will violate the terms of the charter or by-laws of the Company
or, to the best of the Company's knowledge, any agreement (including any
agreement with stockholders), instrument, judgment, decree or statute to
which the Company is subject.
(b) The authorized capital stock of the Company consists of Six
Million (6,000,000) shares of the Company's Common Stock, $.10 par
value, of which Two Million Three Hundred Eighty-Nine Thousand Fourteen
(2,389,014) shares are issued and outstanding. As of the date hereof
there are 2,456,514 shares of Common Stock on a fully diluted basis.
(c) Other than with respect to 42,500 shares of Common Stock
issuable upon the exercise of currently outstanding stock options, the
Company does not have outstanding any rights (either pre-emptive or
other) or options to subscribe for or purchase from the Company, or any
warrants or other agreements providing for or requiring the issuance by
the Company of, any capital stock or any securities convertible into or
exchangeable for its capital stock.
(d) Sufficient shares of authorized but unissued Common Stock of
the Company have been reserved by appropriate corporate action in
connection with the prospective exercise of the Warrant, or the Company
has made other binding appropriate arrangements under which sufficient
shares are and will be available for delivery upon exercise of the
Warrant, and the issuance of either the Warrant or the shares of Common
Stock upon exercise of the Warrant will not require any further
corporate action by the stockholders or directors of the Company, will
not be subject to pre-emptive rights (unless the exercise of the same
has been irrevocably waived) in any present or future stockholders of
the Company and will not conflict with any provision of any agreement to
which the Company is a party or by which it is bound, and such Common
Stock, when issued upon exercise of the Warrant in accordance with its
terms, will be duly authorized, fully paid and non-assessable.
Section 3.2 YOUR REPRESENTATION. You represent and in making the
sale of the Warrant contemplated hereby to you it is specifically understood
and agreed that you are acquiring such Warrant and the shares acquired upon
exercise thereof for your own account for the purpose of investment and not
with a view to or for sale in connection with any distribution thereof. You
further represent and it is specifically understood and agreed that you are
acquiring such Warrant and the shares acquired upon exercise thereof for
investment for your own account with the intention of holding such Warrant or
securities for investment and without the intent of participating directly or
indirectly in a distribution thereof. You further represent that you are an
"accredited investor" as defined in Rule 501(a) of Regulation D under the
Securities Act, that you are able to bear the economic risk of the investment
represented by the Warrant and the Warrant Stock and have had the opportunity
to meet with and ask questions of representatives of the Company.
Section 4. RESTRICTIONS ON TRANSFER.
Section 4.1 APPLICABILITY. The provisions of this Section 4.1 shall
apply to the transfer of any Warrants issued to any Holder thereof and the
shares of Common Stock purchasable upon exercise of the Warrants, subject to
adjustments from time to time pursuant to the provisions contained in the
Warrant (such securities, together with any shares of stock or warrants or
rights issued as, or resulting from the issuance of, a dividend or other
distribution upon such securities or any other shares of stock or warrants or
rights substituted therefor being herein in the aggregate called "RESTRICTED
SECURITIES"). Each such transfer of a Restricted Security is herein called a
"RESTRICTED ACTION". The holder of any Restricted Security, by its
acceptance thereof, agrees that it will not take any Restricted Action for so
long as the restrictions imposed by this Section 4 are in effect. The
restrictions imposed by this Section 4 upon the transferability of Restricted
Securities (i) shall cease and terminate as to any particular Restricted
Securities when such securities shall have been effectively registered under
the Securities Act and all applicable state securities laws and disposed of
in accordance with the registration statement covering such Restricted
Securities, and (ii) shall cease and terminate as to any particular
Restricted Securities or with respect to any particular Restricted Action
when, in the opinion of counsel for the holder thereof, which counsel shall
be Messrs. Xxxxxxx, Procter & Xxxx, or such other counsel as shall be
reasonably satisfactory to the Company, such opinion to be concurred in by
counsel to the Company (such concurrence not to be unreasonably withheld),
such restrictions are no longer required with respect to such Restricted
Securities or such Restricted Action, as the case may be, in order to insure
compliance with the Securities Act or under any applicable state securities
laws. Whenever such restrictions shall terminate as to any Restricted
Securities, the same shall no longer be deemed to be Restricted Securities,
and the holder thereof shall be entitled to receive from the Company, without
expense (other than transfer taxes, if any), new securities of like tenor not
bearing the applicable legend set forth in Section 4.2 hereof.
Section 4.2 RESTRICTIVE LEGENDS. Each Warrant, while it is a
Restricted Security, shall be stamped or otherwise imprinted with a legend in
substantially the following form:
THIS WARRANT AND THE SECURITIES THAT MAY BE ACQUIRED UPON THE EXERCISE
OF THIS WARRANT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "FEDERAL ACT") OR
UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS.
NEITHER THIS WARRANT NOR THE SECURITIES THAT MAY BE ACQUIRED UPON
THE EXERCISE OF THIS WARRANT MAY BE SOLD, PLEDGED, TRANSFERRED,
ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION THEREFROM UNDER PROVISIONS OF THE
FEDERAL ACT AND ALL APPLICABLE STATE SECURITIES LAWS; AND IN THE
CASE OF ANY EXEMPTION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES
NOT REQUIRE REGISTRATION OF THE WARRANT OR THE OTHER SECURITIES.
NEITHER THIS WARRANT NOR THE SECURITIES THAT MAY BE ACQUIRED UPON
THE EXERCISE OF THIS WARRANT MAY BE SOLD, PLEDGED, TRANSFERRED,
ASSIGNED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY LISTED IN
SCHEDULE A TO THIS WARRANT.
Each certificate for Restricted Securities (unless at the time of
issuance such Restricted Securities are registered under the Securities Act)
other than a Warrant, and each certificate issued upon the transfer or
exchange of any such certificate for Restricted Securities (except as
otherwise permitted by this Section 4) shall be stamped or otherwise
imprinted with a legend in substantially the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"FEDERAL ACT"), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE
SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN
MAY BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED
OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM
UNDER PROVISIONS OF THE FEDERAL ACT AND ALL APPLICABLE STATE
SECURITIES LAWS; AND IN THE CASE OF AN EXEMPTION, ONLY IF THE
COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION OF
THESE SECURITIES.
Section 4.3 NOTICE OF PROPOSED TRANSFER; OPINION OF COUNSEL. Each
holder of any Restricted Securities agrees and acknowledges that he will not
take any Restricted Action except pursuant to an effective registration
statement under the Securities Act and under all applicable state securities
laws, unless the Holder shall have furnished the Company with an opinion of
counsel, which counsel shall be Messrs. Xxxxxxx, Procter & Xxxx, or such
other counsel as shall be reasonably satisfactory to the Company, and which
opinion shall be reasonably satisfactory to the Company, to the effect that
no such registration is required because of the availability of an exemption
from registration under the Securities Act and under all applicable state
securities laws. It shall be an additional condition to the transfer of the
Warrant that any transferee hereof deliver to the Company its written
agreement to accept and be bound by all of the terms and conditions of the
Warrant and the Agreement.
Section 5. REGISTRATION RIGHTS.
Section 5.1 RIGHTS TO PIGGYBACK. Subject to Section 5.2, if the
Company at any time and from time to time shall determine to register any of
its securities under the Securities Act for itself or for any other person
(other than a registration on a form inappropriate for an underwritten public
offering or relating solely to securities to be issued in a merger,
acquisition of the stock or assets of another entity or in a similar
transaction), the Company will, at its expense:
(i) furnish prompt written notice thereof (which shall include a
list of the jurisdictions, if any, in which the Company intends to
register or qualify such securities under the applicable blue sky
or other state securities laws) to all Holders, and
(ii) include among the securities which it then registers or
qualifies all Registrable Securities specified in a written request
or requests, made within 30 days after receipt of such written
notice from the Company, by any Holder (a "Piggyback
Registration"); PROVIDED, HOWEVER, if the managing underwriters of
such registration shall give written advice to the Company of an
Underwriters' Maximum Number, then the Company may reduce the
number of Registrable Securities to be registered (any such
reduction to be allocated among all Persons other than the Company
holding securities which are to be included in such registration in
proportion, as nearly as practicable, to the number of shares of
such securities requested by such Persons other than the Company to
be included in such registration).
Section 5.2 LIMITATION OF REGISTRATION. If and to the extent that
any Holder or Holders shall have, at the time of delivery of the written
request referred to in Section 5.1(ii), no present intention of selling or
distribution, the Company shall be obligated to effect such registration,
qualification or compliance with respect to such Holder's or Holders'
Registrable Securities only if and to the extent, in each case, that such
registration, qualification and compliance are at the time permitted by the
applicable statutes or rules and regulations thereunder or the practices of
the governmental authority concerned.
Section 5.3 REGISTRATION PROCEDURES. In the case of each
registration, qualification or compliance pursuant to this Section 5, the
Company will keep the Holders advised in writing as to the initiation of
proceedings for such registration, qualification and compliance and as to the
completion thereof, and will advise any such Holder, upon request, of the
progress of such proceedings. At the expense of the Company, the Company will
(i) keep such registration, qualification and compliance current and
effective for a reasonable period of time by such action as may be necessary
or appropriate, including, without limitation, the filing of post-effective
amendments and supplements to any registration statement or prospectus, for
such period as is necessary to permit sale or distribution of Registrable
Securities not theretofore sold or distributed, and (ii) take all necessary
action under any applicable blue sky or other state securities laws to permit
such exercise, sale or distribution, all as requested by such Holders.
Section 5.4 INDEMNIFICATION. The Company will furnish each Holder
such number of registration statements, prospectuses, supplements,
amendments, offering circulars and other documents incident to any
registration, qualification or compliance referred to in this Section 5, at
the expense of the Company, as such Holder from time to time may reasonably
request. The Company will indemnify, defend and hold harmless each such
Holder and each underwriter of Registrable Securities held by or issuable to
such Holder, and each Person, if any, who controls any thereof within the
meaning of the Securities Act, to the fullest extent that such agreement is
enforceable under applicable law against all claims, losses, damages and
liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained
therein (or in any related registration statement, notification or the like)
or any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or any violation by the Company of any rule or regulation
promulgated under the Securities Act applicable to the Company and relating
to action or inaction required of the Company in connection with any such
registration, qualification or compliance, and will reimburse each such
Holder and each such underwriter and each such Person, if any, for any legal
or any other expenses reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability or action; PROVIDED,
HOWEVER, that the Company will not be liable in any such case to the extent
that any such claim, loss, damage or liability arises out of or is based on
any untrue statement or omission based upon written information furnished to
the Company by an instrument duly executed by such Holder and stated to be
specifically for use therein. Each Holder, if Registrable Securities held by
or issuable to such Holder are included in the securities as to which such
registration, qualification or compliance is being effected, will indemnify,
defend and hold harmless the Company, each of its directors and officers who
signs such a registration statement, and each Person, if any, who controls
the Company within the meaning of the Securities Act, against all claims,
losses, damages and liabilities (or actions in respect thereof) arising out
of or based on any untrue statement (or alleged untrue statement) of a
material fact contained in any such registration statement, prospectus,
offering circular or other document or any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and will reimburse the Company
and such directors, officers or Persons for any legal or any other expenses
reasonably incurred in connection with investigating or defending any such
claim, loss, damage, liability or action, in each case to the extent, but
only to the extent, that such untrue statement (or alleged untrue statement)
or omission (or alleged omission) was made in such registration statement,
prospectus, offering circular or other document in reliance upon and in
conformity with written information furnished to the Company by an instrument
duly executed by such Holder with knowledge that the information set forth in
such instrument was to be used therein.
Section 6. INTENTIONALLY OMITTED.
Section 7. SUBSEQUENT HOLDERS OF SECURITIES. Whether or not any
express assignment has been made in this Agreement, the provisions of this
Agreement that are for your benefit as the Holder of any Warrant or Warrant
Stock are also for the benefit of, and enforceable by, all permitted
subsequent Holders of Registrable Securities, except any Holder of the Warrant
or Warrant Stock which have been sold pursuant to an effective registration
statement under the Securities Act or pursuant to Rule 144 (or similar
successor rule) under such Act, and except as otherwise expressly provided
herein.
Section 8. DEFINITIONS. For the purposes of this Agreement, the
following terms shall have the following respective meanings:
"AFFILIATE" shall have the meaning given to such term in Rule 405
promulgated under the Securities Act.
"COMMISSION" shall mean the Securities and Exchange Commission or any
other governmental authority at the time administering the Securities Act.
"COMMON STOCK" shall mean and include the Company's presently authorized
Common Stock, having $.10 par value, and any other securities constituting
"Common Stock" under Section 11.3 of the Warrant.
"FULLY DILUTED" See Section 1.
"HOLDER" means you and all Persons to whom any Registrable Securities
are transferred in accordance with the provisions hereof. A Holder shall,
for all purposes of this Agreement, unless the context shall otherwise
require, be deemed to hold, at any particular time, all shares of Warrant
Stock issuable upon exercise of the Warrant held of record by such Holder at
such time.
"LETTER AGREEMENT" See Section 1.
"PERSON" shall mean an individual, partnership, corporation,
association, trust, joint venture, unincorporated organization, and any
government, governmental department or agency or political subdivision
thereof.
"REGISTERED and REGISTRATION" refer to a registration effected by
preparing and filing a registration statement in compliance with the
Securities Act and the declaration or ordering by the Commission of
effectiveness of such registration statement.
"REGISTRABLE SECURITIES" means, at any particular time, all shares of
Warrant Stock issuable upon exercise of the Warrants at such time or issued
and outstanding at such time; provided, however, that the term "Registrable
Securities" shall not include any issued and outstanding shares of Warrant
Stock that (i) were previously included in a registration statement under the
Securities Act and sold in the public offering to which such registration
statement relates or (ii) are freely saleable under Rule 144(k) promulgated
under the Securities Act (or a successor provision) at a time when shares of
Common Stock are listed on a national securities exchange or on the National
Market System.
"RESTRICTED ACTION" See Section 4.1.
"RESTRICTED SECURITIES" See Section 4.1.
"SECURITIES ACT" shall mean the Securities Act of 1933, as amended, and
any similar or successor Federal statute, and the rules and regulations of
the Commission thereunder, all as the same may be in effect at the time.
"SSB" means State Street Bank and Trust Company.
"UNDERWRITERS MAXIMUM NUMBER" Underwriters Maximum Number shall mean
for any Piggyback Registration that number of securities to which such
registration should, in the opinion of the managing underwriters of such
registration in the light of marketing factors, be limited.
"WARRANT" See Section 1.
"WARRANT STOCK" means the shares of Common Stock purchasable by the
Holders of the Warrants upon the exercise thereof.
Section 9. MISCELLANEOUS.
Section 9.1 The headings in this Agreement are for convenience of
reference only and shall not control or affect the meaning or construction of
any provisions hereof.
Section 9.2 Except as otherwise expressly provided in this Agreement,
all notices and other communications made or required to be given pursuant to
this Agreement or the Warrant shall be in writing and shall be delivered by
hand, mailed by United States registered or certified first-class mail,
postage prepaid, or sent by telegraph, telecopier or telex and confirmed by
letter, addressed as follows:
(a) If to the Company, at 0000 Xxxx Xxxxxx, Xxxxxxx, XX 00000
(telecopy: 508-371-0214), Attention: President, with copies to Peabody &
Xxxxxx, 00 Xxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (telecopy: 617-951-2125),
Attention: Xxxxxx X. Xxxxxxx, Esq.; and
(b) If to SSB, at SSB's office at 000 Xxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000 (telecopy: 617-338-4417), Attention: Xxxxxxx X. Xxxxx
XX, with copies to Xxxxxxx, Procter & Xxxx, Exchange Place, Boston,
Massachusetts 02109 (telecopy: 617-523-1231), Attn: Xxx X. Xxxxxxxxx, P.C.,
or such other address for notice as SSB shall last have furnished in writing
to the person giving the notice;
Any such notice or demand shall be deemed to have been duly given or
made and to have become effective (a) if delivered by hand to a responsible
officer of the party to which it is directed, at the time of the receipt
thereof by such officer, (b) if sent by registered or certified first-class
mail, postage prepaid, three business days after the posting thereof, and (c)
if sent by telegraph, telecopier, or telex at the time of the dispatch
thereof, if in normal
business hours in the country of receipt, or otherwise at the opening of
business on the following business day.
Section 9.3 The laws of The Commonwealth of Massachusetts shall
govern the interpretation, validity and performance of the terms of this
Agreement, regardless of the law that might be applied under applicable
principles of conflicts of laws.
Section 9.4 The invalidity or unenforceability of any provision of
this Agreement in any jurisdiction shall not affect the validity or
enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of this Agreement, including that provision, in
any other jurisdiction.
Section 9.5 Nothing contained in this Agreement shall be deemed to be
a waiver of, or release from, any obligations any party hereto may have
under, or any restrictions on the transfer of Common Stock imposed by any
other agreement.
Section 9.6 The provisions of this Agreement shall be binding upon
and accrue to the benefit of the parties hereto and their respective heirs,
successors and assigns.
Section 9.7 A default by any party to this Agreement in such party's
compliance with any of the conditions or covenants hereof or performance of
any of the obligations of such party hereunder shall not constitute a default
by any other party.
Section 9.8 This Agreement may not be amended, modified or
supplemented and no waivers of or consents to departures from the provisions
hereof may be given unless consented to in writing by the Company and the
Holders.
Section 9.9 This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
shall constitute one and the same Agreement.
If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart of this letter and return the same to
the undersigned, whereupon this letter shall become a binding agreement
between you and the undersigned.
Very truly yours,
NUCLEAR METALS, INC.
By /S/ XXXXX X. XXXXXXX
---------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
The foregoing Agreement is
hereby accepted as of the
date first above written.
STATE STREET BANK AND
TRUST COMPANY
By /S/ XXXXXXX X. XXXXX XX
---------------------------
Name: Xxxxxxx X. Xxxxx XX
Title: Vice President
EXHIBIT A
Right to Purchase 25,000 Shares of
Common Stock of
NUCLEAR METALS, INC.
THIS WARRANT AND THE SECURITIES THAT MAY BE ACQUIRED UPON THE EXERCISE
OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "FEDERAL ACT") OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE
SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SECURITIES THAT MAY BE
ACQUIRED UPON THE EXERCISE OF THIS WARRANT MAY BE SOLD, PLEDGED, TRANSFERRED,
ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN
EXEMPTION THEREFROM UNDER PROVISIONS OF THE FEDERAL ACT AND ALL APPLICABLE
STATE SECURITIES LAWS; AND IN THE CASE OF ANY EXEMPTION, ONLY IF THE COMPANY
HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
TRANSACTION DOES NOT REQUIRE REGISTRATION OF THE WARRANT OR THE OTHER
SECURITIES. NEITHER THIS WARRANT NOR THE SECURITIES THAT MAY BE ACQUIRED
UPON THE EXERCISE OF THIS WARRANT MAY BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED
OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY LISTED IN SCHEDULE A TO THIS
WARRANT.
Nuclear Metals, Inc.
Common Stock Purchase Warrant
Nuclear Metals, Inc., a Massachusetts corporation (the "COMPANY"),
hereby certifies that, for value received, State Street Bank and Trust
Company ("SSB") or assigns (SSB, or such assigns who may be the registered
holder or holders hereof, are hereinafter referred to as the "HOLDER") is
entitled, subject to the terms set forth below, to purchase from the Company
at any time or from time to time prior to the Expiration Date, that number of
fully paid and non-assessable shares of Common Stock (as defined in Section
11 hereof), as shall be equal to the Initial Warrant Number (as hereinafter
defined) at a purchase price per share equal to the Initial Exercise Price
(as hereinafter defined) SUBJECT, HOWEVER, to adjustment both as to such
number of shares and as to such price as hereinafter set forth (such price
per share as so adjusted from time to time being herein called the "Exercise
Price").
This Warrant is issued pursuant to the Warrant Agreement (the
"AGREEMENT") dated September 26, 1995, between the Company and SSB, a copy of
which is on file at the principal office of the Company. The Holder of this
Warrant shall be entitled to all of the
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benefits of the Agreement as provided therein and by acceptance of this
Warrant the Holder agrees to comply with the terms, conditions and
obligations imposed by the Agreement.
Section 1. DEFINITIONS. Terms defined in the Agreement and not otherwise
defined herein are used herein with the meanings so defined therein. Certain
terms are used in this Warrant as specifically defined in Section 11 hereof.
Section 2. EXERCISE OF WARRANT.
Section 2.1. EXERCISE. Subject to the limitations set forth in
Section 3, this Warrant may be exercised by the Holder hereof at any time
during the Warrant Exercise Period by surrender of this Warrant to the
Company at its principal office, together with (i) the form of subscription
at the end hereof duly executed by such Holder, (ii) such other documents,
statements, subscription agreements or other items as may be reasonably
requested by the Company in furtherance of its requirements pursuant to
Section 3 below, and (iii) payment, by certified or official bank check
payable to the order of the Company or by wire transfer to its account, in
the amount obtained by multiplying the number of shares of Common Stock for
which this Warrant is then being exercised by the Exercise Price then in
effect (such amount, the "EXERCISE PAYMENT"), except that the Holder may, at
its option, elect to pay the Exercise Payment by canceling a portion of this
Warrant that is equal to the number of shares determined by dividing the
Exercise Payment by (i) the Current Market Price as of the date of exercise
or (ii) if the Current Market Price cannot be determined because the Common
Stock is not listed or admitted to unlisted trading on the New York Stock
Exchange, another national securities exchange, or the National Market
System, the Estimated Current Market Price (as hereinafter defined) (such
manner of payment, a "NON-CASH EXERCISE PAYMENT"). The "ESTIMATED CURRENT
MARKET PRICE" means the amount most recently determined by the Company's
Board of Directors in its reasonable discretion to represent the fair market
value per share of the Common Stock (including without limitation a
determination for purpose of granting Common Stock options or issuing Common
Stock under an employee benefit plan of the Company). Upon request of the
Holder, the Company's Board of Directors (or a representative thereof) shall
promptly notify the Holder of the Estimated Current Market Price.
Notwithstanding the foregoing, if the Company's Board of Directors has not
made such a determination within the three-month period prior to an exercise
of the Warrant in which the Holder has elected to make a Non-Cash Exercise
Payment, then (A) the Estimated Current Market Price shall be the amount next
determined by the Company's Board of Directors in its reasonable discretion
to represent the fair market value per share of the Common Stock (including
without limitation a determination for purposes of granting Common Stock
options or issuing Common Stock under an employee benefit plan of the
Company), (B) the Company's Board of Directors shall make such a
determination within 15 days of a request by the Holder that it do so, and
(C) the exercise of this Warrant pursuant to this subsection shall be delayed
until such determination is made.
In the event the Warrant is not exercised in full, the Company, at its
expense, will forthwith issue and deliver to or upon the order of the Holder
hereof a new Warrant or
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Warrants of like tenor and dated September 26, 1995, in the name of the
Holder hereof or as such Holder (upon payment by such Holder of any
applicable transfer taxes) may request, calling in the aggregate on the face
or faces thereof for the number of shares of Common Stock equal (without
giving effect to any adjustment therein) to the number of such shares called
for on the face of this Warrant minus the sum of the number of such shares
(without giving effect to any adjustment therein) for which this Warrant
shall have been exercised (including by way of a Non-Cash Exercise Payment).
Section 2.2. CLASS OF STOCK RECEIVABLE UPON EXERCISE. Any other
provisions hereof to the contrary notwithstanding, no Bank Affiliate shall be
entitled to exercise the right under this Warrant to purchase any share or
shares of Common Stock if, as a result of such purchase, such Bank Affiliate
would own, control or have power to vote a greater quantity of securities of
any kind than the Bank Affiliate shall be permitted to own, control or have
power to vote under any law or under any regulation, rule or other
requirement of any governmental authority at any time applicable to such Bank
Affiliate.
Section 3. RESTRICTIONS ON TRANSFER.
Section 3.1. COMPLIANCE WITH FEDERAL AND STATE SECURITIES LAWS.
Holder hereby acknowledges that neither this Warrant nor any of the
securities that may be acquired upon exercise of this Warrant have been
registered under the Securities Act of 1933, as amended, or under the
securities laws of any state. The Holder acknowledges that, upon exercise of
this Warrant, the securities to be issued upon such exercise may come under
applicable federal and state securities (or other) laws requiring
registration, qualification or approval of governmental authorities before
such securities may be validly issued or delivered upon notice of such
exercise. The Company's sole obligation to any Holder upon exercise hereof
shall be to use its best efforts to obtain exemptions from registration or
qualification for the issuance of such securities under applicable state and
federal securities laws, and the Holder further agrees that the issuance of
such securities shall be deferred until such exemptions shall have been
obtained; and it is further agreed that the Company shall have no other
obligation or liability to the Holder for non-issuance of such securities
except to return the Warrant surrendered and to refund to the Holder any
consideration tendered in respect of the Exercise Price. With respect to any
such securities, this Warrant may not be exercised by, and securities shall
not be issued to, any Holder in any state in which such exercise would be
unlawful. The Holder agrees that the Company may place such legend or
legends on certificates representing securities issued upon exercise of this
Warrant as the Company may reasonably deem necessary to comply with
applicable state and federal securities laws for the issuance of such
securities.
The provisions of this Section 3 shall apply to the transfer of this
Warrant and the shares of Common Stock purchasable upon exercise of this
Warrant, subject to adjustments from time to time pursuant to the provisions
contained in this Warrant (such securities, together with any shares of stock
or warrants or rights issued as, or resulting from the issuance of, a
dividend or other distribution upon such securities or any other shares of
stock
-3-
or warrants or rights substituted therefor being herein in the aggregate
called "RESTRICTED SECURITIES"). Each such transfer of a Restricted Security
is herein called a "RESTRICTED ACTION." The holder of any Restricted
Security, by its acceptance thereof, agrees that it will not take any
Restricted Action for so long as the restrictions imposed by this Section 3
are in effect. The restrictions imposed by this Section 3 upon the
transferability of Restricted Securities (i) shall cease and terminate as to
any particular Restricted Securities when such securities shall have been
effectively registered under the Securities Act and all applicable state
securities laws and disposed of in accordance with the registration statement
covering such Restricted Securities, and (ii) shall cease and terminate as to
any particular Restricted Securities or with respect to any particular
Restricted Action when, in the opinion of counsel for the Holder thereof,
which counsel shall be Messrs. Xxxxxxx, Procter & Xxxx, or such other counsel
as shall be reasonably satisfactory to the Company, such opinion to be
concurred in by counsel to the Company (such concurrence not to be
unreasonably withheld), such restrictions are no longer required with respect
to such Restricted Securities or such Restricted Action, as the case may be,
in order to insure compliance with the Securities Act or under any applicable
state securities laws. Whenever such restrictions shall terminate as to any
Restricted Securities, the same shall no longer be deemed to be Restricted
Securities and the holder thereof shall be entitled to receive from the
Company, without expense (other than transfer taxes, if any), new securities
of like tenor not bearing the applicable legend set forth on such securities.
Section 4. DELIVERY OF STOCK CERTIFICATES ON EXERCISE.
Section 4.1. DELIVERY. Subject to the complete terms and conditions
of this Agreement, including without limitation the limitations set forth in
Section 3 hereof, as soon as practicable after the exercise of this Warrant
in full or in part, and in any event within ten (10) days thereafter, the
Company at its expense (including the payment by it of any applicable issue
taxes) will cause to be issued in the name of and delivered to the Holder
hereof, or as such Holder (upon payment by such Holder of any applicable
transfer taxes) may direct, a certificate or certificates for the number of
fully paid and non-assessable shares of Common Stock to which such Holder
shall be entitled on such exercise, together with any other stock or other
securities and property (including cash, where applicable) to which such
Holder is entitled upon such exercise.
Section 4.2. FRACTIONAL SHARES. This Warrant may not be exercised as
to fractional shares of the Common Stock. In the event that the exercise of
this Warrant, in full or in part, results in the issuance of any fractional
share of Common Stock, then in such event the Holder of this Warrant shall be
entitled to cash equal to the fair market value of such fractional share as
determined in good faith and on a reasonable basis by the Company's Board of
Directors.
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Section 5. ADJUSTMENT FOR DIVIDENDS, DISTRIBUTIONS AND RECLASSIFICATIONS.
In case at any time or from time to time, the holders of Common Stock
shall have received, or (on or after the record date fixed for the
determination of shareholders eligible to receive) shall have become entitled
to receive, without payment therefor:
(a) other or additional stock or other securities or property (other
than cash) by way of dividend; or
(b) other or additional (or less) stock or other securities or
property (including cash) by way of spin-off, split-up, reclassification,
recapitalization, combination of shares or similar corporate restructuring;
OTHER THAN additional shares of Common Stock issued as a stock dividend or in
a stock-split (adjustments in respect of which are provided for in Section 7
hereof), then and in each such case the Holder of this Warrant, on the
exercise hereof as provided in Section 2 hereof, shall be entitled to receive
the amount of stock and other securities and property (including cash in the
case referred to in subsection (b) of this Section 5) which such Holder would
have received prior to or would have held on the date of such exercise if on
the date hereof he had been the holder of record of the number of shares of
Common Stock called for on the face of this Warrant and had thereafter,
during the period from the date hereof to and including the date of such
exercise, retained such shares and all such other or additional stock and
other securities and property (including cash in the case referred to in
subsection (b) of this Section 5) receivable by such Holder as aforesaid
during such period, giving effect to all further adjustments called for
during such period by Sections 6 and 7 hereof.
Section 6. ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC.
Section 6.1. CERTAIN ADJUSTMENTS. In case at any time or from time to
time, the Company shall (i) effect a capital reorganization, reclassification
or recapitalization, (ii) consolidate with or merge into any other person, or
(iii) transfer all or substantially all of its properties or assets to any
other person under any plan or arrangement contemplating the dissolution of
the Company, then in each such case, the Holder of this Warrant, on the
exercise hereof as provided in Section 2 hereof at any time after the
consummation of such reorganization, recapitalization, consolidation or
merger or the effective date of such dissolution, as the case may be, shall
receive, in lieu of the Common Stock (or Other Stock) issuable on such
exercise prior to such consummation or effective date, the stock and other
securities and property (including cash) to which such Holder would have been
entitled upon such consummation or in connection with such dissolution, as
the case may be, if such Holder had so exercised this Warrant immediately
prior thereto, all subject to further adjustment thereafter as provided in
Sections 5 and 7 hereof.
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Section 6.2. APPOINTMENT OF TRUSTEE FOR WARRANT HOLDERS UPON
DISSOLUTION. In the event of any dissolution of the Company following the
transfer of all or substantially all of its properties or assets, the
Company, prior to such dissolution, shall, at its expense, deliver or cause
to be delivered the stock and other securities and property (including cash,
where applicable) receivable by the Holders of the Warrant after the
effective date of such dissolution pursuant to this Section 6 to a bank or
trust company having its principal office in Boston, Massachusetts, as
trustee for the Holder or Holders of the Warrant.
Section 6.3. CONTINUATION OF TERMS. Upon any reorganization,
consolidation, merger or transfer (and any dissolution following any
transfer) referred to in this Section 6 (any such event, a "Business
Combination"), this Warrant shall continue in full force and effect and the
terms hereof shall be applicable to the shares of stock and other securities
and property receivable on the exercise of this Warrant after the
consummation of such Business Combination, and shall be binding upon the
issuer of any such stock or other securities, including, in the case of any
such transfer, the person acquiring all or substantially all of the
properties or assets of the Company, whether or not such person shall have
expressly assumed the terms of this Warrant as provided in Section 8 hereof.
Section 7. STOCK SPLITS, STOCK DIVIDENDS, REDUCTION IN WARRANT NUMBER;
PREEMPTIVE RIGHTS.
Section 7.1 STOCK EVENTS. If at any time there shall occur any stock
split, stock dividend, reverse stock split or other subdivision of the
Company's Common Stock ("STOCK EVENT"), then the number of shares of Common
Stock to be received by the Holder of this Warrant shall be appropriately
adjusted such that the proportion of the number of shares issuable hereunder
prior to such Stock Event to the total number of shares of the Company
outstanding (on a fully diluted basis, as such term is defined in Section
11.11) prior to such Stock Event is equal to the proportion of the number of
shares issuable hereunder after such Stock Event to the total number of
shares of the Company outstanding (on a fully diluted basis) after such Stock
Event. No adjustment to the Exercise Price shall be made in connection with
any adjustment of the number of shares of Common Stock receivable upon
exercise of this Warrant, except that the Exercise Price shall be
proportionately decreased or increased upon the occurrence of any stock split
or other subdivision of the Common Stock.
Section 7.2 OTHER ISSUANCES OF COMMON STOCK. Subject to Section 7.3
and unless the Holder of this Warrant shall otherwise agree, if at any time
there shall be any increase in the number of shares of Common Stock
outstanding or which the Company is obligated to issue, or covered by any
option, warrant or convertible security which is outstanding or which the
Company is obligated to issue, then the number of shares of Common Stock to
be received by the holder of this Warrant shall be adjusted to that number
determined by multiplying the number of shares of Common Stock purchasable
hereunder prior thereto by a fraction (i) the numerator of which shall be the
number of shares of Common Stock outstanding (on a fully diluted basis)
immediately after such increase, and (ii) the denominator of which shall be
the number of shares of Common Stock outstanding (on a fully diluted basis)
immediately prior
-6-
to such increase. Thereupon, the Exercise Price shall be correspondingly
reduced so that the aggregate Exercise Price for all shares of Common Stock
covered hereby shall remain unchanged.
Section 8. CERTAIN OBLIGATIONS OF THE COMPANY. The Company will from
time to time, in accordance with the laws of The Commonwealth of
Massachusetts, take action to increase the authorized amount of its Common
Stock if at any time the number of shares of Common Stock authorized but
remaining unissued and unreserved for other purposes shall be insufficient to
permit the exercise of this Warrant.
The Company covenants that it will at all times reserve and keep
available out of its authorized and unissued Common Stock or out of shares of
its treasury stock, solely for the purpose of issue upon exercise of the
purchase rights evidenced by this Warrant, a number of shares of Common Stock
equal to the Warrant Number in effect from time to time.
The Company will not, by amendment of its Articles of Organization,
including without limitation, amendment of the par value of its Common Stock,
or through reorganization, consolidation, merger, dissolution, issuance of
capital stock or sale of treasury stock (otherwise than upon exercise of this
Warrant) or sale of assets, or by any other voluntary act or deed, avoid or
seek to avoid the material performance or observance of any of the covenants,
stipulations or conditions in this Warrant to be observed or performed by the
Company. The Company will at all times in good faith assist, insofar as it
is able, in the carrying out of all of the provisions of this Warrant in a
reasonable manner and in the taking of all other action which may be
necessary in order to protect the rights of the holder of this Warrant
against dilution in the manner required by the provisions of this Warrant.
The Company will maintain an office where presentations and demands to
or upon the Company in respect of this Warrant may be made. The Company will
give notice in writing to the registered holder of this Warrant, at the
address of the registered holder of this Warrant appearing on the books of
the Company, of each change in the location of such office.
Section 9. ACCOUNTANTS' CERTIFICATE AS TO ADJUSTMENTS. In each case of
any event that may require any adjustment or readjustment in the shares of
Common Stock issuable on the exercise of this Warrant, the Company at its
expense will promptly prepare a certificate setting forth such adjustment or
readjustment, or stating the reasons why no adjustment or readjustment is
being made, and showing, in detail, the facts upon which any such adjustment
or readjustment is based, including a statement of (i) the number of shares
of the Company's Common Stock then outstanding on a fully diluted basis, and
(ii) the number of shares of Common Stock to be received upon exercise of
this Warrant, in effect immediately prior to such adjustment or readjustment
and as adjusted and readjusted (if required by Section 7) on account thereof.
The Company will forthwith mail a copy of each such certificate to each
Holder of a Warrant, and will, on the written request at any time of any
Holder of a Warrant, furnish to such Holder a like certificate setting forth
the
-7-
calculations used to determine such adjustment or readjustment. At its
option, the Holder of a Warrant may confirm the adjustment noted on the
certificate by causing such adjustment to be computed by an independent
certified public accountant at the expense of the Company.
Section 10. NOTICES OF RECORD DATE. In the event of:
(a) any taking by the Company of a record of the holders of any class
of securities for the purpose of determining the holders thereof who are
entitled to receive any dividend or other distribution, or any right to
subscribe for, purchase or otherwise acquire any shares of stock of any
class or any other securities or property, or to receive any other right;
or
(b) any capital reorganization of the Company, any reclassification
or recapitalization of the capital stock of the Company or any transfer of
all or substantially all the assets of the Company to or any consolidation
or merger of the Company with or into any other Person; or
(c) any voluntary or involuntary dissolution, liquidation or winding-
up of the Company,
then, and in each such event, the Company will mail or cause to be mailed to
the Holder of this Warrant a notice specifying (i) the date on which any such
record is to be taken for the purpose of such dividend, distribution or
right, and stating the amount and character of such dividend, distribution or
right, and (ii) the date on which any such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation
or winding-up is to take place, and the time, if any is to be fixed, as of
which the holders of record of Common Stock shall be entitled to exchange
their shares of Common Stock for securities or other property deliverable on
such reorganization, reclassification, recapitalization, transfer,
consolidation, merger, dissolution, liquidation or winding-up. Such notice
shall be mailed at least 30 days prior to the date specified in such notice
on which any such action is to be taken.
Section 11. DEFINITIONS. As used herein the following terms, unless the
context otherwise requires, have the following respective meanings:
Section 11.1. The term BANK AFFILIATE means any Person which is a bank
holding company or a subsidiary of a bank holding company as defined in the
Bank Holding Company Act of 1956, as amended, or other applicable banking
laws of the United States and the rules and regulations promulgated
thereunder.
Section 11.2. The term COMPANY shall include Nuclear Metals, Inc., a
Massachusetts corporation, and any corporation which shall succeed to or
assume the obligations of the Company hereunder.
-8-
Section 11.3. The term COMMON STOCK includes (i) the Company's Common
Stock, having $.10 par value, (ii) any other capital stock of any class or
classes (however designated) of the Company, the holders of which shall have
the right, without limitation as to amount, either to all or to a share of
the balance of current dividends and liquidating dividends after the payment
of dividends and distributions on any shares entitled to preference, and
(iii) any other securities into which or for which any of the securities
described in clauses (i) or (ii) above have been converted or exchanged
pursuant to a plan of recapitalization, reorganization, merger, sale of
assets or otherwise.
Section 11.4. The term EXPIRATION DATE shall mean September 26, 2005.
Section 11.5. The term INITIAL EXERCISE PRICE shall mean $11.89.
Section 11.6. The term INITIAL WARRANT NUMBER shall mean 25,000.
Section 11.7. The term OTHER STOCK shall mean stock of the Company
other than the Company's Common Stock.
Section 11.8. The term OUTSTANDING WARRANT shall mean the Initial
Warrant Number as adjusted herein minus the number of Warrants exercised
pursuant to Section 2.1 hereof.
Section 11.9. The term PERSON shall mean an individual, partnership,
corporation, association, trust, joint venture, unincorporated organization
or any government, governmental department or agency or political subdivision
thereof.
Section 11.10. The term WARRANT EXERCISE PERIOD shall mean the period
beginning on the date hereof and ending on the Expiration Date.
Section 11.11. The term "FULLY DILUTED" when used in connection with
the Common Stock of the Company shall mean, as of any given date, the shares
of Common Stock actually issued and outstanding or which the Company is
obligated to issue on such date together with all shares of such Common Stock
that would be issued on such date assuming conversion or exercise of all
warrants, options or other rights or securities (including shares of the
Company's Preferred Stock) which provide for the acquisition of shares of
Common Stock and which are then outstanding or which the Company is obligated
to issue.
Section 12. WARRANT AGENT. The Company may, by written notice to the
holder of this Warrant, appoint an agent having an office in Boston,
Massachusetts for the purpose of issuing Common Stock on the exercise of this
Warrant pursuant to Section 2 hereof, and exchanging or replacing this
Warrant pursuant to the Agreement, or any of the foregoing, and thereafter
any such issuance, exchange or replacement, as the case may be, shall be made
at such office by such agent.
-9-
Section 13. REMEDIES. The Company stipulates that the remedies at law of
the Holder of this Warrant in the event of any default or threatened default
by the Company in the performance of or compliance with any of the terms of
this Warrant are not and will not be adequate, and that such terms may be
specifically enforced by a decree for the specific performance of any
agreement contained herein or by an injunction against a violation of any of
the terms hereof or otherwise.
Section 14. NOTICES. All notices and other communications from the
Company to the Holder of this Warrant shall be mailed by first class
registered or certified mail, postage prepaid, or sent by telecopier,
facsimile machine or telex to such address as may have been furnished to the
Company in writing by such Holder or, until any such Holder furnishes to the
Company an address, then to, and at the address of, the last Holder of this
Warrant who has so furnished an address to the Company.
Section 15. TRANSFER. Subject to the provisions of this Agreement and the
Warrant Agreement, including without limitation the provisions of Section 3
hereof, this Warrant and all rights hereunder are transferable, in whole or
in part, at the office or agency of the Company by the registered Holder
thereof in person or by a duly authorized attorney, upon surrender of this
Warrant together with an assignment hereof properly endorsed. Until transfer
hereof on the registration books of the Company, the Company may treat the
registered Holder hereof as the owner hereof for all purposes. Any
transferee of this Warrant and any rights hereunder, by acceptance thereof,
agrees to assume all of the obligations of a Holder thereunder and to be
bound by all of the terms and provisions of the Agreement.
Section 16. MISCELLANEOUS. In case any provision of this Warrant shall be
invalid, illegal or unenforceable, or partially invalid, illegal or
unenforceable, the provision shall be enforced to the extent, if any, that it
may legally be enforced and the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
This Warrant and any term hereof may be changed, waived, discharged or
terminated only by a statement in writing signed by the party against which
enforcement of such change, waiver, discharge or termination is sought. This
Warrant shall be governed by and construed in accordance with the domestic
substantive laws (and not the conflict of law rules) of The Commonwealth of
Massachusetts. The headings in this Warrant are for purposes of reference
only, and shall not limit or otherwise affect any of the terms hereof. This
Warrant shall take effect as an instrument under seal.
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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its duly authorized officer and its corporate seal to be impressed hereon
and attested by its Secretary.
Dated: September 26, 1995 NUCLEAR METALS, INC.
(Corporate Seal) By:
---------------------------------
Name:
Title:
Attest:
-----------------------------
Secretary
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FORM OF SUBSCRIPTION
(To be signed only on exercise of
Common Stock Purchase Warrant)
TO: NUCLEAR METALS, INC.
The undersigned, the holder of the within Common Stock Purchase Warrant,
hereby irrevocably elects to exercise this Common Stock Purchase Warrant for,
and to purchase thereunder ____*____ shares of Common Stock of Nuclear Metals,
Inc. (the "Company") and herewith makes payment of $__________ therefor, and
requests that the certificates for such shares be issued in the name of, and
delivered to _________________, whose address is ______________________. The
undersigned agrees that this election is subject to the complete terms and
conditions of the Warrant Agreement dated _________, 1995, and the undersigned
agrees to deliver to the Company such additional documentation as may be
requested by the Company in accordance with the Warrant Agreement.
Dated: ___________________________________________
(Signature must conform in all respects to
name of Holder as specified on the face of
the Warrant)
___________________________________________
(Address)
_________________
*Insert here the number of shares (all or part of the number of shares
called for in the Common Stock Purchase Warrant) as to which the Common Stock
Purchase Warrant is being exercised without making any adjustment for any
other stock or other securities or property or cash which, pursuant to the
adjustment provisions of the Common Stock Purchase Warrant, may be
deliverable on exercise, it being understood that the exercise of the Common
Stock Purchase Warrant with respect to the number of shares set forth herein
is deemed also to be the exercise of the Common Stock Purchase Warrant with
respect to such other stock, securities, cash or property.
-12-
FORM OF ASSIGNMENT
(To be signed only on transfer of
Common Stock Purchase Warrant)
For value received, the undersigned hereby sells, assigns, and transfers
unto ________ of _________ the right represented by the within Common Stock
Purchase Warrant to purchase _______ shares of Common Stock of Nuclear
Metals, Inc. to which the within Common Stock Purchase Warrant relates, and
appoints ____________ as Attorney to transfer such right on the books of
Nuclear Metals, Inc. with full power of substitution in the premises.
Dated: ___________________________________________
(Signature must conform in all respects to
name of Holder as specified on the face of
the Warrant)
___________________________________________
(Address)
Signed in the presence of:
_______________________________
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