May 22, 2003
WARRANT AGREEMENT
This Warrant and the Shares of common stock issuable upon the exercise
hereof have not been registered under either the Securities Act of 1933
("Act") or applicable state securities laws ("State Acts") and shall not be
sold, pledged, hypothecated, donated, or otherwise transferred (whether or
not for consideration) by the Holder except upon the issuance to the
Company of a favorable opinion of counsel or submission to the Company of
such evidence as may be satisfactory to counsel to the Company, in each
such case, to the effect that any such transfer shall not be in violation
of the Act and the State Acts.
WARRANT TO PURCHASE 825,000 SHARES OF COMMON STOCK
VERIDIUM CORPORATION
0 Xxxxxx Xxxxxx,
Xxxxxxxx, Xxx Xxxxxx 00000
Not Transferable or Exercisable Except
Upon Conditions Herein Specified
Veridium Corporation, a corporation organized under the laws of Delaware
("Company"), hereby certifies that Castlerigg Master Investments, Ltd., its
registered successors and permitted assigns registered on the books of the
Company maintained for such purposes, as the registered holder hereof
("Holder"), for value received, is entitled to purchase from the Company
the number of fully paid and non-assessable shares of Common Stock of the
Company, $.001 par value ("Shares" or "Common Stock"), stated above at the
purchase price per Share set forth in Section 1(b) below (the number of
Shares and Exercise Price being subject to adjustment as hereinafter
provided) upon the terms and conditions herein provided. This Warrant is
being issued pursuant to the terms of that certain Agreement, dated of even
date herewith (the "Agreement"), to which the Company and Holder (or
Holder's predecessor in interest) are parties. Capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the
Agreement.
1. Exercise of Warrants.
(a) Subject to subsection (b) of this Section 1, upon presentation and
surrender of this Warrant Agreement, with the attached Purchase Form
duly executed, at the principal office of the Company, or at such
other place as the Company may designate by notice to the Holder
hereof, together with a certified or bank cashier's check payable to
the order of the Company in the amount of the Exercise Price times the
number of Shares being purchased (or in the case of exercise pursuant
to Section 1(c)(i) or (ii), as set forth in such sections), the
Company shall deliver to the Holder hereof, as promptly as
practicable, certificates representing the Shares being purchased.
This Warrant may be exercised in whole or in part; and, in case of
exercise hereof in part only, the Company, upon surrender hereof, will
deliver to the Holder a new Warrant Agreement or Warrant Agreements of
like tenor entitling the Holder to purchase the number of Shares as to
which this Warrant has not been exercised.
(b) This Warrant may be exercised at a price of $0.60 per share (the
"Exercise Price") on and after the date hereof and prior to the close
of business on the fifth anniversary date of this Warrant.
(c) The Exercise Price shall be payable at the time of exercise. The
Exercise Price may be paid in cash (by cashiers' check) or by: (i)
surrender of shares of Common Stock of the Company already owned by
the Holder, having a Market Price (as defined below) equal to the
Exercise Price per share; or (ii) upon surrender of the Warrant at the
principal office of the Company together with notice of election, in
which event the Company shall issue Holder a number of Shares computed
using the following formula:
X = Y (A-B)/A
where: X = the number of Shares to be issued to Holder (not to exceed the
number of Shares set forth on the cover page of this Warrant
Agreement, as adjusted pursuant to the provisions of Section 6 of this
Warrant Agreement).
Y = the number of Shares for which the Warrant is being exercised.
A = the Market Price of one Share (for purposes of this
Section 1(c)), the "Market Price" shall be defined as the
closing price on the exchange on which the Common Stock traded
for the trading day prior to the date of exercise of this
Warrant Agreement; provided if the Common Stock does not trade
on any exchange, the Market Price shall equal the closing bid
price in the over-the-counter market for the trading day prior
to the date of exercise of this Warrant Agreement, as reported
by the National Association of Securities Dealers Automated
Quotation System; and, provided further, that if the common
stock is not quoted or listed by any organization, the fair
value of the common stock, as determined by the Board of
Directors of the Company, whose determination shall be
conclusive, shall be used).
B = the Exercise Price.
2. Exchange and Transfer of Warrant.
At any time prior to the exercise hereof, upon presentation and surrender
to the Company, this Warrant (a) may be exchanged, alone or with other Warrants
of like tenor registered in the name of the Holder, for another Warrant or other
Warrants of like tenor in the name of such Holder exercisable for the same
aggregate number of Shares as the Warrant or Warrants surrendered, but (b) may
not be sold, transferred, hypothecated, or assigned, in whole or in part,
without the prior written consent of the Company.
3. Rights and Obligations of Warrant Holder.
(a) The Holder of this Warrant Agreement shall not, by virtue hereof,
be entitled to any rights of a stockholder in the Company, either
at law or in equity; provided, however, that in the event that
any certificate representing the Shares is issued to the Holder
hereof upon exercise of this Warrant, such Holder shall, for all
purposes, be deemed to have become the holder of record of such
Shares on the date on which this Warrant Agreement, together with
a duly executed Purchase Form, was surrendered and payment of the
Exercise Price was made, irrespective of the date of delivery of
such Share certificate. The rights of the Holder of this Warrant
are limited to those expressed herein and the Holder of this
Warrant, by his acceptance hereof, consents to and agrees to be
bound by and to comply with all the provisions of this Warrant
Agreement, including, without limitation, all the obligations
imposed upon the Holder hereof by Sections 2 and 5 hereof. In
addition, the Holder of this Warrant Agreement, by accepting the
same, agrees that the Company may deem and treat the person in
whose name this Warrant Agreement is registered on the books of
the Company maintained for such purposes as the absolute, true
and lawful owner for all purposes whatsoever, notwithstanding any
notation of ownership or other writing thereon, and the Company
shall not be affected by any notice to the contrary.
(b) No Holder of this Warrant Agreement shall be entitled to vote or
receive dividends or to be deemed the holder of Shares for any
purpose, nor shall anything contained in this Warrant Agreement
be construed to confer upon any Holder of this Warrant Agreement
any of the rights of a stockholder of the Company or any right to
vote, give or withhold consent to any action by the Company,
whether upon any recapitalization, issue of stock,
reclassification of stock, consolidation, merger, conveyance or
otherwise, receive notice of meetings or other action affecting
stockholders (except for notices provided for herein), receive
dividends, subscription rights, or otherwise, until this Warrant
shall have been exercised and the Shares purchasable upon the
exercise thereof shall have become deliverable as provided
herein; provided, however, that any such exercise on any date
when the stock transfer books of the Company shall be closed
shall constitute the person in whose name the certificate for
those Shares are to be issued as the record holder thereof for
all purposes at the opening of business on the next succeeding
day on which such stock transfer books are open, and the Warrant
surrendered shall not be deemed to have been exercised, in whole
or in part as the case may be, until the next succeeding day on
which stock transfer books are open for the purpose of
determining entitlement to dividends on the Company's common
stock.
4. Shares Underlying Warrants.
The Company covenants and agrees that all Shares delivered upon exercise of
this Warrant shall, upon delivery and payment therefor, be duly and validly
authorized and issued, fully paid and non-assessable, and free from all stamp
taxes, liens and charges with respect to the purchase thereof. 5. Disposition of
Warrants or Shares; Registration Right.
(a) The Holder of this Warrant Agreement and any transferee hereof or
of the Shares issuable upon the exercise of the Warrant
Agreement, by their acceptance hereof, hereby understand and
agree that the Warrant, and the Shares issuable upon the exercise
hereof, have not been registered under either the Act or State
Acts and shall not be sold, pledged, hypothecated, or otherwise
transferred (whether or not for consideration) except upon the
issuance to the Company of an opinion of counsel favorable to the
Company or its counsel or submission to the Company of such
evidence as may be satisfactory to the Company or its counsel, in
each such case, to the effect that any such transfer shall not be
in violation of the Act or the State Acts. It shall be a
condition to the transfer of this Warrant that any transferee of
this Warrant deliver to the Company his written agreement to
accept and be bound by all of the terms and conditions of this
Warrant Agreement. The Holder acknowledges that the Company has
granted registration rights as described in the Registration
Rights Agreement that is part of the Agreement.
(b) The stock certificates of the Company that will evidence the
shares of Common Stock with respect to which this Warrant may be
exercisable will be imprinted with a conspicuous legend in
substantially the following form:
"The securities represented by this certificate have not been
registered under either the Securities Act of 1933 ("Act") or
the securities laws of any state ("State Acts"). Such
securities shall not be sold, pledged, hypothecated, or
otherwise transferred (whether or not for consideration) at
any time whatsoever except upon registration or upon delivery
to the Company of an opinion of its counsel satisfactory to
the Company or its counsel that registration is not required
for such transfer or the submission of such other evidence as
may be satisfactory to the Company or its counsel to the
effect that any such transfer shall not be in violation of the
Act, State Acts or any rule or regulation promulgated
thereunder."
6. Adjustments.
The number of Shares purchasable upon the exercise of each Warrant is
subject to adjustment from time to time upon the occurrence of any of the events
enumerated below:
(a) If at any time after the date of this Warrant and so long as this
Warrant is outstanding, there is a stock split, stock dividend,
subdivision, or similar distribution with respect to the Common
Stock, or a combination of the Common Stock, then, in such event,
the Exercise Price shall be adjusted in accordance with (b)
below.
(b) Immediately upon the effective date of any event requiring
adjustment pursuant to (a), the Company shall adjust the Exercise
Price then in effect (to the nearest whole cent) as follows:
(i) in the event such adjustment is caused by a forward stock
split, stock dividend, subdivision, or other similar
distribution of shares of Common Stock, the Exercise Price
in effect, immediately prior to the effective date of such
event shall be decreased to an amount which shall bear the
same relation to the Exercise Price in effect immediately
prior to such event as the total number of shares of Common
Stock outstanding immediately prior to such event bears to
the total number of shares of Common Stock outstanding
immediately after such event;
(ii) in the event such adjustment is caused by a combination of
shares of Common Stock, the Exercise Price in effect
immediately prior to the close of business on the effective
date of such event shall be increased to an amount which
shall bear the same relation to the Exercise Price in effect
immediately prior to such event as the total number of
shares of Common Stock outstanding immediately prior to such
event bears to the total number of shares of Common Stock
outstanding immediately after such event.
(c) Upon each adjustment of the Exercise Price pursuant to (b) above,
the Warrant outstanding prior to such adjustment in the Exercise
Price shall thereafter evidence the right to purchase, at the
adjusted Exercise Price, that number of shares of Common Stock
(calculated to the nearest hundredth) obtained by (i) multiplying
the number of shares of Common Stock issuable upon exercise of
the Warrant prior to adjustment of the number of shares of Common
Stock by the Exercise Price in effect prior to adjustment of the
Exercise Price and (ii) dividing the product so obtained by the
Exercise Price in effect after such adjustment of the exercise
price.
(d) In case the Company (i) consolidates with or merges into any
other entity and is not the continuing or surviving entity of
such consolidation or merger, or (ii) permits any other entity to
consolidate with or merge into the Company and the Company is the
continuing or surviving Company but, in connection with such
consolidation or merger, the Common Stock is changed into or
exchanged for common stock or other securities of any other
entity or cash or any other assets, or (iii) transfers all or
substantially all of its properties and assets to any other
entity, or (iv) effects a reorganization or reclassification of
the equity of the Company in such a way that holders of Common
Stock shall be entitled to receive stock, securities, cash or
assets with respect to or in exchange for Common Stock, then, and
in each such case, proper provision shall be made so that, upon
the exercise of this Warrant at any time after the consummation
of such consolidation, merger, transfer, reorganization or
reclassification, the Holder shall be entitled to receive (at the
aggregate Exercise Price in effect for Common Stock issuable upon
such exercise of this Warrant immediately prior to such
consummation), in lieu of Common Stock issuable upon such
exercise of this Warrant prior to such consummation, the stock
and other securities, cash and assets to which such Holder would
have been entitled upon such consummation if such Holder had so
exercised this Warrant immediately prior thereto.
7. Loss or Destruction.
Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant Agreement and, in the case of any such
loss, theft or destruction, upon delivery of an indemnity agreement or bond
satisfactory in form, substance and amount to the Company or, in the case of any
such mutilation, upon surrender and cancellation of this Warrant Agreement, the
Company will execute and deliver, in lieu thereof, a new Warrant Agreement of
like tenor.
8. Survival.
The various rights and obligations of the Holder hereof as set forth herein
shall survive the exercise of the Warrants represented hereby and the surrender
of this Warrant Agreement.
9. Notices.
Whenever any notice, payment of any purchase price, or other communication
is required to be given or delivered under the terms of this Warrant, it shall
be in writing and delivered by hand delivery or United States registered or
certified mail, return receipt requested, postage prepaid (or similar delivery
if outside of the United States), and will be deemed to have been given or
delivered on the date such notice, purchase price or other communication is so
delivered or posted, as the case may be; and, if to the Company, it will be
addressed to the address specified on the cover page hereof, and if to the
Holder, it will be addressed to the registered Holder at its, his or her address
as it appears on the books of the Company.
10. Warrants Transferable.
Subject to compliance with applicable Federal and state securities laws and
the restrictions imposed by any other written agreement between the Holder and
the Company, this Warrant and all rights hereunder are transferable, in whole or
in part, without charge to the Holder (except for transfer taxes), upon
surrender of this Warrant properly endorsed and in compliance with the
provisions of this Warrant.
11. Modification and Waiver.
This Warrant and any provision hereof may be changed, waived, discharged or
terminated only by an instrument in writing signed by the party against which
enforcement of the same is sought.
Dated: May , 2004
VERIDIUM CORPORATION
By: ________________________________________
Xxxxx Xxxxxxxx
Chairman and CEO
PURCHASE FORM
(To be signed only upon exercise of Warrant)
To: VERIDIUM CORPORATION
The undersigned, the holder of the enclosed Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, ________ * shares of Common Stock of Veridium Corporation
and herewith makes payment of $_______________ therefore, and requests that the
certificate or certificates for such shares be issued in the name of and
delivered to the undersigned.
Dated:______________
-------------------------------------------
(Signature must conform in all respect to
name of holder as specified on the face of
the enclosed Warrant)
-------------------------------------------
-------------------------------------------
(Address)
-------------------------------------------
(EIN#)
---------------------------
(*) Insert here the number of shares called for on the face of the Warrant
without making any adjustment for additional Common Stock or any other
stock or other securities or property or cash which, pursuant to the
adjustment provisions of the Warrant Agreement pursuant to which the
Warrant was granted, may be delivered upon exercise.
8
May 22, 2003
8
WARRANT AGREEMENT
This Warrant and the Shares of common stock issuable upon the exercise hereof
have not been registered under either the Securities Act of 1933 ("Act") or
applicable state securities laws ("State Acts") and shall not be sold, pledged,
hypothecated, donated, or otherwise transferred (whether or not for
consideration) by the Holder except upon the issuance to the Company of a
favorable opinion of counsel or submission to the Company of such evidence as
may be satisfactory to counsel to the Company, in each such case, to the effect
that any such transfer shall not be in violation of the Act and the State Acts.
WARRANT TO PURCHASE 825,000 SHARES OF COMMON STOCK
VERIDIUM CORPORATION
0 Xxxxxx Xxxxxx,
Xxxxxxxx, Xxx Xxxxxx 00000
Not Transferable or Exercisable Except
Upon Conditions Herein Specified
Veridium Corporation, a corporation organized under the laws of Delaware
("Company"), hereby certifies that Castlerigg Master Investments, Ltd., its
registered successors and permitted assigns registered on the books of the
Company maintained for such purposes, as the registered holder hereof
("Holder"), for value received, is entitled to purchase from the Company the
number of fully paid and non-assessable shares of Common Stock of the Company,
$.001 par value ("Shares" or "Common Stock"), stated above at the purchase price
per Share set forth in Section 1(b) below (the number of Shares and Exercise
Price being subject to adjustment as hereinafter provided) upon the terms and
conditions herein provided. This Warrant is being issued pursuant to the terms
of that certain Agreement, dated of even date herewith (the "Agreement"), to
which the Company and Holder (or Holder's predecessor in interest) are parties.
Capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Agreement.
1. Exercise of Warrants.
(a) Subject to subsection (b) of this Section 1, upon presentation
and surrender of this Warrant Agreement, with the attached
Purchase Form duly executed, at the principal office of the
Company, or at such other place as the Company may designate by
notice to the Holder hereof, together with a certified or bank
cashier's check payable to the order of the Company in the amount
of the Exercise Price times the number of Shares being purchased
(or in the case of exercise pursuant to Section 1(c)(i) or (ii),
as set forth in such sections), the Company shall deliver to the
Holder hereof, as promptly as practicable, certificates
representing the Shares being purchased. This Warrant may be
exercised in whole or in part; and, in case of exercise hereof in
part only, the Company, upon surrender hereof, will deliver to
the Holder a new Warrant Agreement or Warrant Agreements of like
tenor entitling the Holder to purchase the number of Shares as to
which this Warrant has not been exercised.
(b) This Warrant may be exercised at a price of $0.60 per share (the
"Exercise Price") on and after the date hereof and prior to the
close of business on the fifth anniversary date of this Warrant.
(c) The Exercise Price shall be payable at the time of exercise. The
Exercise Price may be paid in cash (by cashiers' check) or by:
(i) surrender of shares of Common Stock of the Company already
owned by the Holder, having a Market Price (as defined below)
equal to the Exercise Price per share; or (ii) upon surrender of
the Warrant at the principal office of the Company together with
notice of election, in which event the Company shall issue Holder
a number of Shares computed using the following formula:
X = Y (A-B)/A
where:
X = the number of Shares to be issued to Holder (not to exceed
the number of Shares set forth on the cover page of this Warrant
Agreement, as adjusted pursuant to the provisions of Section 6 of
this Warrant Agreement).
Y = the number of Shares for which the Warrant is being
exercised.
A = the Market Price of one Share (for purposes of this
Section 1(c)), the "Market Price" shall be defined as the
closing price on the exchange on which the Common Stock traded
for the trading day prior to the date of exercise of this
Warrant Agreement; provided if the Common Stock does not trade
on any exchange, the Market Price shall equal the closing bid
price in the over-the-counter market for the trading day prior
to the date of exercise of this Warrant Agreement, as reported
by the National Association of Securities Dealers Automated
Quotation System; and, provided further, that if the common
stock is not quoted or listed by any organization, the fair
value of the common stock, as determined by the Board of
Directors of the Company, whose determination shall be
conclusive, shall be used).
B = the Exercise Price.
2. Exchange and Transfer of Warrant.
At any time prior to the exercise hereof, upon presentation and surrender
to the Company, this Warrant (a) may be exchanged, alone or with other Warrants
of like tenor registered in the name of the Holder, for another Warrant or other
Warrants of like tenor in the name of such Holder exercisable for the same
aggregate number of Shares as the Warrant or Warrants surrendered, but (b) may
not be sold, transferred, hypothecated, or assigned, in whole or in part,
without the prior written consent of the Company.
3. Rights and Obligations of Warrant Holder.
(a) The Holder of this Warrant Agreement shall not, by virtue hereof,
be entitled to any rights of a stockholder in the Company, either
at law or in equity; provided, however, that in the event that
any certificate representing the Shares is issued to the Holder
hereof upon exercise of this Warrant, such Holder shall, for all
purposes, be deemed to have become the holder of record of such
Shares on the date on which this Warrant Agreement, together with
a duly executed Purchase Form, was surrendered and payment of the
Exercise Price was made, irrespective of the date of delivery of
such Share certificate. The rights of the Holder of this Warrant
are limited to those expressed herein and the Holder of this
Warrant, by his acceptance hereof, consents to and agrees to be
bound by and to comply with all the provisions of this Warrant
Agreement, including, without limitation, all the obligations
imposed upon the Holder hereof by Sections 2 and 5 hereof. In
addition, the Holder of this Warrant Agreement, by accepting the
same, agrees that the Company may deem and treat the person in
whose name this Warrant Agreement is registered on the books of
the Company maintained for such purposes as the absolute, true
and lawful owner for all purposes whatsoever, notwithstanding any
notation of ownership or other writing thereon, and the Company
shall not be affected by any notice to the contrary.
(b) No Holder of this Warrant Agreement shall be entitled to vote or
receive dividends or to be deemed the holder of Shares for any
purpose, nor shall anything contained in this Warrant Agreement
be construed to confer upon any Holder of this Warrant Agreement
any of the rights of a stockholder of the Company or any right to
vote, give or withhold consent to any action by the Company,
whether upon any recapitalization, issue of stock,
reclassification of stock, consolidation, merger, conveyance or
otherwise, receive notice of meetings or other action affecting
stockholders (except for notices provided for herein), receive
dividends, subscription rights, or otherwise, until this Warrant
shall have been exercised and the Shares purchasable upon the
exercise thereof shall have become deliverable as provided
herein; provided, however, that any such exercise on any date
when the stock transfer books of the Company shall be closed
shall constitute the person in whose name the certificate for
those Shares are to be issued as the record holder thereof for
all purposes at the opening of business on the next succeeding
day on which such stock transfer books are open, and the Warrant
surrendered shall not be deemed to have been exercised, in whole
or in part as the case may be, until the next succeeding day on
which stock transfer books are open for the purpose of
determining entitlement to dividends on the Company's common
stock.
4. Shares Underlying Warrants. The Company covenants and agrees that all
Shares delivered upon exercise of this Warrant shall, upon delivery
and payment therefor, be duly and validly authorized and issued, fully
paid and non-assessable, and free from all stamp taxes, liens and
charges with respect to the purchase thereof. 5. Disposition of
Warrants or Shares; Registration Right.
(a) The Holder of this Warrant Agreement and any transferee
hereof or of the Shares issuable upon the exercise of the
Warrant Agreement, by their acceptance hereof, hereby
understand and agree that the Warrant, and the Shares
issuable upon the exercise hereof, have not been registered
under either the Act or State Acts and shall not be sold,
pledged, hypothecated, or otherwise transferred (whether or
not for consideration) except upon the issuance to the
Company of an opinion of counsel favorable to the Company or
its counsel or submission to the Company of such evidence as
may be satisfactory to the Company or its counsel, in each
such case, to the effect that any such transfer shall not be
in violation of the Act or the State Acts. It shall be a
condition to the transfer of this Warrant that any
transferee of this Warrant deliver to the Company his
written agreement to accept and be bound by all of the terms
and conditions of this Warrant Agreement. The Holder
acknowledges that the Company has granted registration
rights as described in the Registration Rights Agreement
that is part of the Agreement.
(b) The stock certificates of the Company that will evidence the
shares of Common Stock with respect to which this Warrant
may be exercisable will be imprinted with a conspicuous
legend in substantially the following form:
"The securities represented by this certificate have not been
registered under either the Securities Act of 1933 ("Act") or
the securities laws of any state ("State Acts"). Such
securities shall not be sold, pledged, hypothecated, or
otherwise transferred (whether or not for consideration) at
any time whatsoever except upon registration or upon delivery
to the Company of an opinion of its counsel satisfactory to
the Company or its counsel that registration is not required
for such transfer or the submission of such other evidence as
may be satisfactory to the Company or its counsel to the
effect that any such transfer shall not be in violation of the
Act, State Acts or any rule or regulation promulgated
thereunder."
6. Adjustments.
The number of Shares purchasable upon the exercise of each Warrant is
subject to adjustment from time to time upon the occurrence of any of the events
enumerated below:
(a) If at any time after the date of this Warrant and so long as
this Warrant is outstanding, there is a stock split, stock
dividend, subdivision, or similar distribution with respect
to the Common Stock, or a combination of the Common Stock,
then, in such event, the Exercise Price shall be adjusted in
accordance with (b) below.
(b) Immediately upon the effective date of any event requiring
adjustment pursuant to (a), the Company shall adjust the
Exercise Price then in effect (to the nearest whole cent) as
follows:
(i) in the event such adjustment is caused by a forward
stock split, stock dividend, subdivision, or other
similar distribution of shares of Common Stock, the
Exercise Price in effect, immediately prior to the
effective date of such event shall be decreased to an
amount which shall bear the same relation to the
Exercise Price in effect immediately prior to such
event as the total number of shares of Common Stock
outstanding immediately prior to such event bears to
the total number of shares of Common Stock outstanding
immediately after such event;
(ii) in the event such adjustment is caused by a combination
of shares of Common Stock, the Exercise Price in effect
immediately prior to the close of business on the
effective date of such event shall be increased to an
amount which shall bear the same relation to the
Exercise Price in effect immediately prior to such
event as the total number of shares of Common Stock
outstanding immediately prior to such event bears to
the total number of shares of Common Stock outstanding
immediately after such event.
(c) Upon each adjustment of the Exercise Price pursuant to (b) above,
the Warrant outstanding prior to such adjustment in the Exercise
Price shall thereafter evidence the right to purchase, at the
adjusted Exercise Price, that number of shares of Common Stock
(calculated to the nearest hundredth) obtained by (i) multiplying
the number of shares of Common Stock issuable upon exercise of
the Warrant prior to adjustment of the number of shares of Common
Stock by the Exercise Price in effect prior to adjustment of the
Exercise Price and (ii) dividing the product so obtained by the
Exercise Price in effect after such adjustment of the exercise
price.
(d) In case the Company (i) consolidates with or merges into any
other entity and is not the continuing or surviving entity of
such consolidation or merger, or (ii) permits any other entity to
consolidate with or merge into the Company and the Company is the
continuing or surviving Company but, in connection with such
consolidation or merger, the Common Stock is changed into or
exchanged for common stock or other securities of any other
entity or cash or any other assets, or (iii) transfers all or
substantially all of its properties and assets to any other
entity, or (iv) effects a reorganization or reclassification of
the equity of the Company in such a way that holders of Common
Stock shall be entitled to receive stock, securities, cash or
assets with respect to or in exchange for Common Stock, then, and
in each such case, proper provision shall be made so that, upon
the exercise of this Warrant at any time after the consummation
of such consolidation, merger, transfer, reorganization or
reclassification, the Holder shall be entitled to receive (at the
aggregate Exercise Price in effect for Common Stock issuable upon
such exercise of this Warrant immediately prior to such
consummation), in lieu of Common Stock issuable upon such
exercise of this Warrant prior to such consummation, the stock
and other securities, cash and assets to which such Holder would
have been entitled upon such consummation if such Holder had so
exercised this Warrant immediately prior thereto.
7. Loss or Destruction.
Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant Agreement and, in the case of any such
loss, theft or destruction, upon delivery of an indemnity agreement or bond
satisfactory in form, substance and amount to the Company or, in the case of any
such mutilation, upon surrender and cancellation of this Warrant Agreement, the
Company will execute and deliver, in lieu thereof, a new Warrant Agreement of
like tenor.
8. Survival.
The various rights and obligations of the Holder hereof as set forth herein
shall survive the exercise of the Warrants represented hereby and the surrender
of this Warrant Agreement.
9. Notices.
Whenever any notice, payment of any purchase price, or other communication
is required to be given or delivered under the terms of this Warrant, it shall
be in writing and delivered by hand delivery or United States registered or
certified mail, return receipt requested, postage prepaid (or similar delivery
if outside of the United States), and will be deemed to have been given or
delivered on the date such notice, purchase price or other communication is so
delivered or posted, as the case may be; and, if to the Company, it will be
addressed to the address specified on the cover page hereof, and if to the
Holder, it will be addressed to the registered Holder at its, his or her address
as it appears on the books of the Company.
10. Warrants Transferable.
Subject to compliance with applicable Federal and state securities laws and
the restrictions imposed by any other written agreement between the Holder and
the Company, this Warrant and all rights hereunder are transferable, in whole or
in part, without charge to the Holder (except for transfer taxes), upon
surrender of this Warrant properly endorsed and in compliance with the
provisions of this Warrant.
11. Modification and Waiver.
This Warrant and any provision hereof may be changed, waived, discharged or
terminated only by an instrument in writing signed by the party against which
enforcement of the same is sought.
Dated: May , 2004
VERIDIUM CORPORATION
By: ________________________________________
Xxxxx Xxxxxxxx
Chairman and CEO
PURCHASE FORM
(To be signed only upon exercise of Warrant)
To: VERIDIUM CORPORATION
The undersigned, the holder of the enclosed Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, ________ * shares of Common Stock of Veridium Corporation
and herewith makes payment of $_______________ therefore, and requests that the
certificate or certificates for such shares be issued in the name of and
delivered to the undersigned.
Dated:______________
-------------------------------------------
(Signature must conform in all respect to
name of holder as specified on the face of
the enclosed Warrant)
-------------------------------------------
(Address)
-------------------------------------------
(EIN#)
---------------------------
(*) Insert here the number of shares called for on the face of the Warrant
without making any adjustment for additional Common Stock or any other
stock or other securities or property or cash which, pursuant to the
adjustment provisions of the Warrant Agreement pursuant to which the
Warrant was granted, may be delivered upon exercise.
