WARRANT AGREEMENT
WARRANT AGREEMENT, dated as of this ______ day of _____________, 1998, by
and among C.W. Chemical Waste Technologies Limited, a corporation organized
under the laws of Cyprus (the "Company"), Continental Stock Transfer & Trust
Company, as warrant agent (the "Warrant Agent"), and Ras Securities Corp., a New
York corporation ("RAS").
W I T N E S S E T H
WHEREAS, in connection with a private placement (the "Private Placement")
of units ("Units"), more particularly, a minimum of eight Units (the "Minimum
Units") and a maximum of 20 Units (the "Maximum Units"), each Unit consisting of
$25,000 principal amount of 12% Promissory Notes ("Notes"), and 12,500 common
stock purchase warrants ("Warrants");
WHEREAS, each Warrant is exercisable to purchase one ordinary share of the
Company, par value ___ Cyprus pounds per share under certain conditions set
forth below, and the Company will issue up to 250,000 Warrants;
WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing to so act, in connection with the
issuance, registration, transfer, exchange and redemption of the Warrants, the
issuance of certificates representing the Warrants, the exercise of the
Warrants, and the rights of the holders thereof;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
set forth herein, and for the purpose of defining the terms and provisions of
the Warrants and the certificates representing the Warrants and the respective
rights and obligations thereunder of the Company, the holders of certificates
representing the Warrants, the Warrant Agent and RAS, the parties hereto agree
as follows:
SECTION 1. Definitions. As used herein, the following terms shall have the
following meanings, unless the context shall otherwise require:
(a) "Common Stock" shall mean ordinary shares of the Company of any
class, whether now or hereafter authorized, which have the right to
participate in the distributions of earnings and assets of the Company
without limit as to amount or percentage, which at the date hereof
consists of authorized shares, par value ___ Cyprus pounds per share.
(b) "Conversion Warrants" shall mean common stock purchase warrants,
substantially in the form of the Public Warrants, except that the
Conversion Warrants shall be subject to the Lock-Up, if any.
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(c) "Corporate Office" shall mean the office of the Warrant Agent
(or its successor) at which at any particular time its principal business
shall be administered, which office is located at the date hereof at 0
Xxxxxxxx, Xxx Xxxx, Xxx Xxxx.
(d) "Exercise Date" shall mean, as to any Warrant, the date on which
the Warrant Agent Shall have received both (a) the Warrant Certificate
representing such Warrant, with the exercise form thereon duly executed by
the Registered Holder thereof or his attorney duly authorized in writing,
and (b) payment in cash, or by official bank or certified check made
payable to the Company, of an amount in lawful money of the United States
of America equal to the applicable Purchase Price.
(e) "Initial Warrant Exercise Date" shall mean , 2000.
(f) "Lock-Up" shall mean the restriction on registration, exercise
or transferability of the Conversion Warrants that may be imposed pursuant
to any requirements of the National Association of Securities Dealers or
the National Association of Securities Dealers Automated Quotation System
in connection with, respectively, the review of the terms of the
anticipated public offering and approval for listing of the securities
sold in such offering.
(g) "Public Warrants" shall have the meaning given in Section 9(a)
hereof.
(h) "Purchase Price" shall mean the purchase price to be paid upon
exercise of each Warrant in accordance with the terms hereof, which price
shall be $3.00 per share subject to (i) adjustment from time to time
pursuant to the provisions of Section 8 hereof, (ii) conversion of the
Warrants pursuant to the provisions of Section 9 hereof, and (iii) the
Company's right to reduce the Purchase Price upon notice to all warrant
holders.
(i) "Registrable Securities" shall mean the Conversion Warrants and
the shares of Common Stock for which the Conversion Warrants are
exercisable.
(j) "Registered Holder" shall mean the person in whose name any
certificate representing Warrants shall be registered on the books
maintained by the Warrant Agent pursuant to Section 6.
(k) "Transfer Agent" shall mean Continental Stock Transfer and Trust
Company, as the Company's transfer agent, or its authorized successor, as
such.
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(l) "Warrant Expiration Date" shall mean 5:00 P.M. (New York time)
on , 2004; provided that if such date shall be a holiday or a day on
which banks are authorized to close in the State of New York, then 5:00
P.M. (New York time) on the next following day which in the State of New
York is not a holiday or a day on which banks are authorized to close.
Upon notice to all warrant holders, the Company shall have the right to
extend the Warrant Expiration Date.
SECTION 2. Warrants and Issuance of Warrant Certificates.
(a) A Warrant shall initially entitle the Registered Holder of the
Warrant Certificate representing such Warrant to purchase one share of
Common Stock upon the exercise thereof, in accordance with the terms
hereof, subject to modification and adjustment as provided in Section 8.
(b) From time to time, up to the Warrant Expiration Date, the
Transfer Agent shall execute and deliver stock certificates in required
whole number denominations representing up to an aggregate of 250,000
shares of Common Stock, subject to adjustment as described herein, upon
the exercise of Warrants in accordance with this Agreement.
(c) From time to time, up to the Warrant Expiration Date, the
Warrant Agent shall execute and deliver Warrant Certificates in required
whole number denominations to the persons entitled thereto in connection
with any transfer or exchange permitted under this Agreement; provided
that no Warrant Certificates shall be issued except (i) those initially
issued hereunder, (ii) those issued on or after the Initial Warrant
Exercise Date, upon the exercise of fewer than all Warrants represented by
any Warrant Certificate, to evidence any unexercised Warrants held by the
exercising Registered Holder, (iii) those issued upon any transfer or
exchange pursuant to Section 6; (iv) those issued in replacement of lost,
stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7;
and (v) at the option of the Company, in such form as may be approved by
the its Board of Directors, to reflect (A) any adjustment or change in the
Purchase Price or the number of shares of Common Stock, purchasable upon
exercise of the Warrants, made pursuant to Section 8 hereof and (B) other
modifications approved by Warrantholders in accordance with Section 16
hereof.
(d) The provisions of Section 9 hereof shall govern the terms of
conversion of the Warrants and registration thereof or of the Registrable
Securities under certain circumstances described therein.
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SECTION 3. Form and Execution of Warrant Certificates.
(a) The Warrant Certificates shall be substantially in the form
annexed hereto as Exhibit A (the provisions of which are hereby
incorporated herein) and may have such letters, numbers or other marks of
identification or designation and such legends, summaries or endorsements
printed, lithographed, engraved or typed thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of this
Agreement, or as may be required to comply with any law or with any rule
or regulation made pursuant thereto or with any rule or regulation of any
stock exchange on which the Warrants may be listed, or to conform to
usage. The Warrant Certificates shall be dated the date of issuance
thereof (whether upon initial issuance, transfer, exchange or in lieu of
mutilated, lost, stolen, or destroyed Warrant Certificates) and issued in
registered form. Warrants shall be numbered serially with the letter W.
(b) Warrant Certificates shall be executed on behalf of the Company
by two officers of the Company duly authorized to do so under applicable
Cyprus law, by manual signatures or by facsimile signatures printed
thereon, and shall have imprinted thereon a facsimile of the Company's
seal. In case any officer of the Company who shall have signed any of the
Warrant Certificates shall cease to be such officer of the Company before
the date of issuance of the Warrant Certificates and issue and delivery
thereof, such Warrant Certificates may nevertheless be issued and
delivered with the same force and effect as though the person who signed
such Warrant Certificates had not ceased to be such officer of the
Company. After execution by the Company, Warrant Certificates shall be
delivered by the Warrant Agent to the Registered Holder.
SECTION 4. Exercise.
(a) Each Warrant may be exercised by the Registered Holder thereof
at any time on or after the Initial Exercise Date, but not later than the
Warrant Expiration Date, upon the terms and subject to the conditions set
forth herein and in the applicable Warrant Certificate. A Warrant shall be
deemed to have been exercised immediately prior to the close of business
on the Exercise Date, and the person entitled to receive the securities
deliverable upon such exercise shall be treated for all purposes as the
holder upon exercise thereof as of the close of business on the Exercise
Date. As soon as practicable on or after the Exercise Date, the Warrant
Agent shall deposit the proceeds received from the exercise of a Warrant,
and promptly after clearance of checks received in payment of the Purchase
Price pursuant to such Warrants, cause to be issued and delivered by the
Transfer Agent, to the person or persons entitled to receive the same, a
certificate or certificates for the securities deliverable upon such
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exercise (plus a certificate for any remaining unexercised Warrants of the
Registered Holder). Notwithstanding the foregoing, in the case of payment
made in the form of a check drawn on an account of RAS or such other
investment banks and brokerage houses as the Company shall approve,
certificates shall immediately be issued without any delay. Upon the
exercise of any Warrant and clearance of the funds received, the Warrant
Agent shall promptly remit the payment received for the Warrant to the
Company or as the Company may direct in writing.
(b) If on the Exercise Date in respect of the exercise of any
Warrant, (i) the current market value (determined as provided in Section
10 hereof) of the Company's Common Stock is greater than the then Purchase
Price of the Warrant, (ii) the exercise of the Warrant was solicited by a
member of the NASD, (iii) the Warrant was not held in a discretionary
account, (iv) disclosure of compensation arrangements was made both at the
time of the original offering and at the time of exercise; and (v) the
solicitation of the exercise of the Warrant was not in violation of
Regulation M promulgated under the Securities Exchange Act of 1934, as
amended (as such regulation or any successor regulation or rule may be in
effect as of such time of exercise), then the Warrant Agent,
simultaneously with the receipt of the proceeds of the exercise of the
Warrant(s) so exercised shall pay from such proceeds, a fee of 5% of the
Purchase Price to RAS (of which up to 1% may be re-allowed to the dealer
who solicited the exercise). Within five days after exercise of a Warrant,
the Warrant Agent shall send RAS a copy of the reverse side of each
Warrant exercised. RAS shall reimburse the Warrant Agent, upon request,
for its reasonable expenses relating to compliance with this Section 4(b).
In addition, RAS may at any time during business hours, examine the
records of the Warrant Agent, including its ledger of original Warrant
Certificates returned to the Warrant Agent upon exercise of Warrants. The
provisions of this paragraph may not be modified, amended or deleted
without the prior written consent of RAS. Market price shall be determined
in accordance with the provisions of Section 10.
SECTION 5. Reservation of Shares; Listing; Payment of Taxes; etc..
(a) The Company covenants that it shall at all times reserve and
keep available out of its authorized Common Stock, solely for the purpose
of issue upon exercise of Warrants, such number of shares of Common Stock
as shall then be issuable upon the exercise of all outstanding Warrants.
The Company covenants that all shares of Common Stock which shall be
issuable upon exercise of the Warrants and payment of the Purchase Price
shall, at the time of delivery, be duly and validly issued, fully paid,
non-assessable and free from all
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taxes, liens and charges with respect to the issue thereof (other than
those which the Company shall promptly pay or discharge).
(b) The Company shall use reasonable efforts to obtain appropriate
approvals or registrations under state "blue sky" or securities laws with
respect to the exercise of the Warrants; provided, however, that the
Company shall not be obligated to qualify as a foreign corporation in any
jurisdiction. With respect to any such securities laws, however, Warrants
may not be exercised by, or shares of Common Stock issued to, any
Registered Holder in any state in which such exercise would be unlawful.
(c) The Company shall pay all documentary, stamp or similar taxes
and other governmental charges that may be imposed with respect to the
issuance of Warrants, or the issuance, or delivery of any shares upon
exercise of the Warrants; provided, however, that if the shares of Common
Stock are to be delivered in a name other than the name of the Registered
Holder of the Warrant Certificate representing any Warrant being
exercised, then no such delivery shall be made unless the person
requesting the same has paid to the Warrant Agent the amount of transfer
taxes or charges incident thereto, if any.
(d) The Warrant Agent is hereby irrevocably authorized to
requisition the Transfer Agent from time to time for certificates
representing shares of Common Stock required upon exercise of the
Warrants, and the Company shall authorize the Transfer Agent to comply
with all such proper requisitions.
SECTION 6. Exchange and Registration of Transfer. Subject to the
restrictions on transfer contained in the Warrant Certificates and the
Subscription Agreements between the Company and the purchasers of Units:
(a) Warrant Certificates may be exchanged for other Warrant
Certificates representing an equal aggregate number of Warrants of the
same class or may be transferred in whole or in part; provided that no
transfers may be made to the extent prohibited by the terms of the
Lock-Up. Warrant Certificates to be exchanged shall be surrendered to the
Warrant Agent at its Corporate Office, and upon satisfaction of the terms
and provisions hereof, the Company shall execute, and the Warrant Agent
shall countersign, issue and deliver in exchange therefor the Warrant
Certificate or Certificates which the Registered Holder making the
exchange shall be entitled to receive.
(b) The Warrant Agent shall keep at its office books in which,
subject to such reasonable regulations as it may prescribe, it shall
register Warrant Certificates and the
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transfer thereof in accordance with its regular practice. Upon due
presentment for registration of transfer of any Warrant Certificate at its
office, the Company shall execute and the Warrant Agent shall issue and
deliver to the transferee or transferees a new Warrant Certificate or
Certificates representing an equal aggregate number of Warrants.
(c) With respect to all Warrant Certificates presented for
registration of transfer, or for exchange or exercise, the subscription
form on the reverse thereof shall be duly endorsed, or be accompanied by a
written instrument or instruments of transfer and subscription, in form
satisfactory to the Company, duly executed by the Registered Holder or his
attorney-in-fact duly authorized to do so in writing.
(d) The Company may require payment by such holder of a sum
sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith.
(e) All Warrant Certificates surrendered for exercise or for
exchange in case of mutilated Warrant Certificates shall be promptly
cancelled by the Warrant Agent and thereafter disposed of or destroyed,
upon notice to RAS at the direction of the Company.
(f) Prior to due presentment for registration of transfer thereof,
the Company and the Warrant Agent may deem and treat the Registered Holder
of any Warrant Certificate as the absolute owner thereof and of each
Warrant represented thereby (notwithstanding any notations of ownership or
writing thereon made by anyone other than a duly authorized officer of the
Company or the Warrant Agent) for all purposes and shall not be affected
by any notice to the contrary.
SECTION 7. Loss or Mutilation. Upon receipt by the Company and the Warrant
Agent of evidence satisfactory to them of the ownership of and loss, theft,
destruction or mutilation of any Warrant Certificate and (in case of loss, theft
or destruction) of indemnity satisfactory to them, and (in the case of
mutilation) upon surrender and cancellation thereof, the Company shall execute
and the Warrant Agent shall (in the absence of notice to the Company and/or
Warrant Agent that the Warrant Certificate has been acquired by a bona fide
purchaser) countersign and deliver to the Registered Holder in lieu thereof a
new Warrant Certificate of like tenor representing an equal aggregate number of
Warrants. Any warrant holder requesting a substitute Warrant Certificate shall
comply with such other reasonable regulations and pay such other reasonable
charges as the Warrant Agent may prescribe.
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SECTION 8. Adjustment of Exercise Price and Number of Shares of Common
Stock or Warrants.
(a) Subject to the exceptions referred to in Section 8(g) below, in
the event the Company shall, at any time or from time to time after the
date hereof, sell any shares of Common Stock for a consideration per share
less than the current market value per share, determined as provided in
Section 10 hereof, on the date of the sale or issue any shares of Common
Stock as a stock dividend to the holders of Common Stock, or subdivide or
combine the outstanding shares of Common Stock into a greater or lesser
number of shares (any such sale, issuance, subdivision or combination
being herein called a "Change of Shares"), then, and thereafter upon each
further Change of Shares, the Purchase Price in effect immediately prior
to such Change of Shares shall be changed to a price (including any
applicable fraction of a cent) determined by multiplying the Purchase
Price in effect immediately prior thereto by a fraction, the numerator of
which shall be the sum of the number of shares of Common Stock outstanding
immediately prior to the issuance of such additional shares and the number
of shares of Common Stock which the aggregate consideration received
(determined as provided in subsection 8(f)(vi) below), if any, for the
issuance of such additional shares would purchase at such current market
price per share of Common Stock, and the denominator of which shall be the
sum of the number of shares of Common Stock outstanding immediately after
the issuance of such additional shares. Such adjustment shall be made
successively whenever such an issuance is made.
Upon each adjustment of the Purchase Price pursuant to this Section
8, the total number of shares of Common Stock purchasable upon the
exercise of each Warrant shall, subject to the provisions contained in
Section 8(b) hereof, be such number of shares (calculated to the nearest
tenth) purchasable at the Purchase Price immediately prior to such
adjustment multiplied by a fraction, the numerator of which shall be the
Purchase Price in effect immediately prior to such adjustment and the
denominator of which shall be the Purchase Price in effect immediately
after such adjustment.
(b) The Company may elect, upon any adjustment of the Purchase Price
hereunder, to adjust the number of Warrants outstanding, in lieu of the
adjustment in the number of shares of Common Stock purchasable upon the
exercise of each Warrant as hereinabove provided, so that each Warrant
outstanding after such adjustment shall represent the right to purchase
one share of Common Stock. Each Warrant held of record prior to such
adjustment of the number of Warrants shall become that number of Warrants
(calculated to the nearest tenth) determined by multiplying the number one
by a fraction, the numerator of which shall be the Purchase Price in
effect
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immediately prior to such adjustment and the denominator of which shall be
the Purchase Price in effect immediately after such adjustment. Upon each
adjustment of the number of Warrants pursuant to this Section 8, the
Company shall, as promptly as practicable, cause to be distributed to each
Registered Holder of Warrant Certificates on the date of such adjustment
Warrant Certificates evidencing, subject to Section 10 hereof, the number
of additional Warrants to which such Holder shall be entitled as a result
of such adjustment or, at the option of the Company, cause to be
distributed to such Holder in substitution and replacement for the Warrant
Certificates held by him prior to the date of adjustment (and upon
surrender thereof, if required by the Company) new Warrant Certificates
evidencing the number of Warrants to which such Holder shall be entitled
after such adjustment.
(c) In case of any reclassification, capital reorganization or other
change of outstanding shares of Common Stock, or, in case of any
consolidation or merger of the Company with or into another corporation
(other than a consolidation or merger in which the Company is the
continuing corporation and which does not result in any reclassification,
capital reorganization or other change of outstanding shares of Common
Stock), or in case of any sale or conveyance to another corporation of the
property of the Company as, or substantially as, an entirety (other than a
sale/leaseback, mortgage or other financing transaction), the Company
shall cause effective provision to be made so that each holder of a
Warrant then outstanding shall have the right thereafter, by exercising
such Warrant, to purchase the kind and number of shares of stock or other
securities or property (including cash) receivable upon such
reclassification, capital reorganization or other change, consolidation,
merger, sale or conveyance by a holder of the number of shares of Common
Stock that might have been purchased upon exercise of such Warrant
immediately prior to such reclassification, capital reorganization or
other change, consolidation, merger, sale or conveyance. Any such
provision shall include provision for adjustments that shall be as nearly
equivalent as may be practicable to the adjustments provided for in this
Section 8. The foregoing provisions shall similarly apply to successive
reclassifications, capital reorganizations and other changes of
outstanding shares of Common Stock and to successive consolidations,
mergers, sales or conveyances.
(d) Irrespective of any adjustments or changes in the Purchase Price
or the number of shares of Common Stock purchasable upon exercise of the
Warrants, the Warrant Certificates theretofore and thereafter issued
shall, unless the Company shall exercise its option to issue new Warrant
Certificates pursuant to Section 2(c) hereof, continue to express the
Purchase Price per share and the number of shares purchasable thereunder
as the Purchase Price per share, and
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the number of shares purchasable were expressed in the Warrant
Certificates when the same were originally issued.
(e) After each adjustment of the Purchase Price pursuant to this
Section 8, the Company shall promptly prepare a certificate signed by two
officers of the Company duly authorized to do so under Cyprus law, setting
forth: (i) the Purchase Price as so adjusted, (ii) the number of shares of
Common Stock purchasable upon exercise of each Warrant after such
adjustment, and, if the Company shall have elected to adjust the number of
Warrants, the number of Warrants to which the registered holder of each
Warrant shall then be entitled, and the proportionate adjustment in
Redemption Price resulting therefrom, and (iii) a brief statement of the
facts accounting for such adjustment. The Company shall promptly file such
certificate with the Warrant Agent and cause a copy thereof to be sent by
ordinary first class mail to RAS and to each registered holder of Warrants
at such holder's last address appearing on the registry books of the
Warrant Agent. No failure to mail such notice nor any defect therein or in
the mailing thereof shall affect the validity thereof except as to the
holder to whom the Company failed to mail such notice, or except as to the
holder whose notice was defective. The affidavit of an officer of the
Warrant Agent or the Secretary or other duly authorized officer of the
Company that such notice has been mailed shall, in the absence of fraud,
be prima facie evidence of the facts stated therein.
(f) For purposes of Section 8(a) and 8(b) hereof, the following
provisions (i) to (vi) shall also be applicable:
(i) The number of shares of Common Stock outstanding at any
given time shall include shares of Common Stock owned or held by or
for the account of the Company and the sale or issuance of such
treasury shares or the distribution of any such treasury shares
shall not be considered a Change of Shares for purposes of said
sections.
(ii) No adjustment of the Purchase Price shall be made unless
such adjustment would require an increase or decrease of at least
$.10 in such price; provided that any adjustments which by reason of
this clause (ii) are not required to be made shall be carried
forward and shall be made at the time of and together with the next
subsequent adjustment which, together with any adjustment(s) so
carried forward, shall require an increase or decrease of at least
$.10 in the Purchase Price then in effect hereunder.
(iii) In case of (A) the sale by the Company for cash of any
rights or warrants to subscribe for or purchase, or any options for
the purchase of, Common
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Stock or any securities convertible into or exchangeable for Common
Stock without the payment of any further consideration other than
cash, if any (such convertible or exchangeable securities being
herein called "Convertible Securities"), or (B) the issuance by the
Company, without the receipt by the Company of any consideration
therefor, of any rights or warrants to subscribe for or purchase, or
any options for the purchase of, Common Stock or Convertible
Securities, in each case, if (and only if) the consideration payable
to the Company upon the exercise of such rights, warrants or options
shall consist of cash, whether or not such rights, warrants or
options, or the right to convert or exchange such Convertible
Securities, are immediately exercisable, and the price per share for
which Common Stock is issuable upon the exercise of such rights,
warrants or options or upon the conversion or exchange of such
Convertible Securities (determined by dividing (1) the minimum
aggregate consideration payable to the Company upon the exercise of
such rights, warrants or options, plus the consideration received by
the Company for the issuance or sale of such rights, warrants or
options, plus, in the case of such Convertible Securities, the
minimum aggregate amount of additional consideration, if any, other
than such Convertible Securities, payable upon the conversion or
exchange thereof, by (2) the total maximum number of shares of
Common Stock issuable upon the exercise of such rights, warrants or
options or upon the conversion or exchange of such Convertible
Securities issuable upon the exercise of such rights, warrants or
options) is less than the fair market value of the Common Stock on
the date of the issuance or sale of such rights, warrants or
options, then the total maximum number of shares of Common Stock
issuable upon the exercise of such rights, warrants or options or
upon the conversion or exchange of such Convertible Securities (as
of the date of the issuance or sale of such rights, warrants or
options) shall be deemed to be outstanding shares of Common Stock
for purposes of Sections 8(a) and 8(b) hereof and shall be deemed to
have been sold for cash in an amount equal to such price per share.
(iv) In case of the sale by the Company for cash of any
Convertible Securities, whether or not the right of conversion or
exchange thereunder is immediately exercisable, and the price per
share for which Common Stock is issuable upon the conversion or
exchange of such Convertible Securities (determined by dividing (A)
the total amount of consideration received by the Company for the
sale of such Convertible Securities, plus the minimum aggregate
amount of additional consideration, if any, other than such
Convertible Securities, payable upon the
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conversion or exchange thereof, by (B) the total maximum number of
shares of Common Stock issuable upon the conversion or exchange of
such Convertible Securities) is less than the fair market value or
the Common Stock on the date of the sale of such Convertible
Securities, then the total maximum number of shares of Common Stock
issuable upon the conversion or exchange of such Convertible
Securities (as of the date of the sale of such Convertible
Securities) shall be deemed to be outstanding shares of Common Stock
for purposes of Sections 8(a) and 8(b) hereof and shall be deemed to
have been sold for cash in an amount equal to such price per share.
(v) If the exercise or purchase price provided for in any
right, warrant or option referred to in (iii) above, or the rate at
which any Convertible Securities referred to in (iii) or (iv) above
are convertible into or exchangeable for Common Stock, shall change
at any time (other than under or by reason of provisions designed to
protect against dilution), the Purchase Price then in effect
hereunder shall forthwith be readjusted to such Purchase Price as
would have obtained (A) had the adjustments made upon the issuance
or sale of such rights, warrants, options or Convertible Securities
been made upon the basis of the issuance of only the number of
shares of Common Stock theretofore actually delivered (and the total
consideration received therefor) upon the exercise of such rights,
warrants or options or upon the conversion or exchange of such
Convertible Securities, (B) had adjustments been made on the basis
of the Purchase Price as adjusted under clause (A) for all
transactions (which would have affected such adjusted Purchase
Price) made after the issuance or sale of such rights, warrants,
options or Convertible Securities, and (C) had any such rights,
warrants, options or Convertible Securities then still outstanding
been originally issued or sold at the time of such change. On the
expiration of any such right, warrant or option or the termination
of any such right to convert or exchange any such Convertible
Securities, the Purchase Price then in effect hereunder shall
forthwith be readjusted to such Purchase Price as would have
obtained (1) had the adjustments made upon the issuance or sale of
such rights, warrants, options or Convertible Securities been made
upon the basis of the issuance of only the number of shares of
Common Stock theretofore actually delivered (and the total
consideration received therefor) upon the exercise of such rights,
warrants or options or upon the conversion or exchange of such
Convertible Securities and (2) had adjustments been made on the
basis of the Purchase Price as adjusted under clause (1) for all
transactions (which would have affected such adjusted
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Purchase Price) made after the issuance or sale of such rights,
warrants, options or Convertible Securities.
(vi) In case of the sale for cash of any shares of Common
Stock, any Convertible Securities, any rights or warrants to
subscribe for or purchase, or any options for the purchase of,
Common Stock or Convertible Securities, the consideration received
by the Company therefore shall be deemed to be the gross sales price
therefor without deducting therefrom any expense paid or incurred by
the Company or any underwriting discounts or commissions or
concessions paid or allowed by the Company in connection therewith.
(g) No adjustment to the Purchase Price of the Warrants or to the
number of shares of Common Stock purchasable upon the exercise of each
Warrant shall be made, however,
(i) any recapitalization effected by the Company and approved
by RAS with respect to the Common Stock pursuant to which no more
than 4,000,000 shares of Common Stock are then issued and
outstanding, or
(ii) upon the grant or exercise of options which may hereafter
be granted or exercised under the Company's Stock Option Plan or
under any other employee benefit plan of the Company; or
(iii) upon the sale or exercise of the Warrants or any other
Warrants issued by the Company; or
(iv) upon the issuance of any shares of Common Stock or
warrants sold in the Company's initial public offering, or upon
exercise of warrants comprising or underlying any Units sold in the
Company's initial public offering; or
(v) upon the issuance or sale of Common Stock or Convertible
Securities upon the exercise of any rights or warrants to subscribe
for or purchase, or any options for the purchase of, Common Stock or
Convertible Securities, whether or not such rights, warrants or
options were outstanding on the date of the original sale of the
Warrants or were thereafter issued or sold; or
(vi) upon the issuance or sale of Common Stock upon conversion
or exchange of any Convertible Securities, whether or not any
adjustment in the Purchase Price was made or required to be made
upon the issuance or sale of such Convertible Securities and whether
or not such Convertible Securities were outstanding on the date of
the original sale of the Warrants or were thereafter issued or sold;
or
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(vii) upon any amendment to or change in the terms of any
rights or warrants to subscribe for or purchase, or options for the
purchase of, Common Stock or Convertible Securities or in the terms
of any Convertible Securities, including, but not limited to, any
extension of any expiration date of any such right, warrant or
option, any change in any exercise or purchase price provided for in
any such right, warrant or option, any extension of any date through
which any Convertible Securities are convertible into or
exchangeable for Common Stock or any change in the rate at which any
Convertible Securities are convertible into or exchangeable for
Common Stock (other than rights, warrants, options or Convertible
Securities issued or sold after the close of business on the date of
the original issuance of the Warrants (A) for which an adjustment in
the Purchase Price then in effect was theretofore made or required
to be made, upon the issuance or sale thereof, or (B) for which such
an adjustment would have been required had the exercise or purchase
price of such rights, warrants or options at the time of the
issuance or sale thereof or the rate of conversion or exchange of
such Convertible Securities, at the time of the sale of such
Convertible Securities, or the issuance or sale of rights or
warrants to subscribe for or purchase, or options for the purchase
of, such Convertible Securities, been the price or rate as changed,
in which case the provisions of Section 8(f)(v) hereof shall be
applicable if, but only if, the exercise or purchase price thereof,
as changed, or the rate of conversion or exchange thereof, as
changed, consists of cash or requires the payment of additional
consideration, if any, consisting of cash and the Company did not
receive any consideration other than cash, if any, in connection
with such change).
(h) As used in this Section 8, the term "Common Stock" shall mean
and include the Company's Common Stock authorized on the date of the
original issue of the Units and shall also include any capital stock of
any class of the Company thereafter authorized which shall not be limited
to a fixed sum or percentage in respect of the rights of the holders
thereof to participate in dividends and in the distribution of assets upon
the voluntary liquidation, dissolution or winding up of the Company;
provided, however, that the shares issuable upon exercise of the Warrants
shall include only shares of such class designated in the Company's
Articles of Association as Common Stock on the date of the original issue
of the Units or (i), in the case of any reclassification, change,
consolidation, merger, sale or conveyance of the character referred to in
Section 8(c) hereof, the stock, securities or property provided for in
such section or (ii), in the case of any reclassification or change in the
outstanding shares of
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Common Stock issuable upon exercise of the Warrants as a result of a
subdivision or combination or consisting or a change in par value, or from
par value to no par value, or from no par value to par value, such shares
of Common Stock as so reclassified or changed.
(i) Any determination as to whether an adjustment in the Purchase
Price in effect hereunder is required pursuant to Section 8, or as to the
amount of any such adjustment, if required, shall be binding upon the
holders of the Warrants and the Company if made in good faith by the Board
of Directors of the Company.
(j) If and whenever the Company shall declare any dividends or
distributions or grant to the holders of Common Stock, as such, rights or
warrants to subscribe for or to purchase, or any options for the purchase
of, Common Stock or securities convertible into or exchangeable for or
carrying a right, warrant or option to purchase Common Stock, the Company
shall notify each of the then Registered Holders of the Warrants of such
event prior to its occurrence to enable such Registered Holders to
exercise their Warrants and participate as holders of Common Stock in such
event.
SECTION 9. Conversion of Warrants; Registration Under The Securities Act.
(a) In the event that (i) the Company consummates an initial public
offering of its securities ("IPO") and (ii) such securities include common
stock purchase warrants having a term of at least four years and an
exercise price of not more than $6.00 ("Public Warrants"), the Warrants
shall be automatically converted on the closing date of the IPO, with no
action required on the part of the Registered Holder, into an equal number
of Conversion Warrants, which shall have the identical terms as the Public
Warrants, except that the Conversion Warrants shall be subject to the
Lock-Up, if any. Each Registered Holder is required to return his or her
Warrant Certificates to the Warrant Agent for the issuance of new
Conversion Warrants at such time. On the date on which the Warrants are
automatically converted into Conversion Warrants as provided in this
Section 9(a), this Warrant Agreement shall terminate and the rights,
obligations and commitments of the Company, the Registered Holder and the
Warrant Agent with respect to the Conversion Warrants into which the
Warrants convert shall be set forth in the warrant agreement included in
the IPO, as the same may be modified or amended to provide for the
Lock-Up, if applicable.
(b) In the event that the IPO is consummated but does not include
Public Warrants, the Company shall use its best efforts to register the
Warrants and the Common Stock issuable
B-15
upon exercise of the Warrants as soon as practicable following the IPO.
(c) In the event that IPO is not consummated, the warrantholders
shall have the right, for a period of five years from the termination date
of the offering of the warrants subject to this Warrant Agreement, and
commencing six months after the closing of an initial public offering of
securities of the Company, to participate, on two occasions, on a
piggy-back basis, in a registration by the Company under the Securities
Act, subject to certain restrictions, including underwriter hold-backs. In
such event, the Company shall give written notice of such registrations to
the Registered Holder. Upon the written request of the then registered
holders of more than 50% of the Warrants, within twenty (20) days after
receipt of any such notice from the Company, the Company shall, except as
herein provided, cause the Warrants and the shares of Common Stock
issuable upon conversion of the Warrants (the "Warrant Shares") to be
included in such registration statement, all to the extent required to
permit the sale or other disposition by the prospective seller or sellers
of the Warrant Shares; provided, further, that nothing herein shall
prevent the Company from abandoning or delaying any registration at any
time. If any registration pursuant to this Section ___ shall be
underwritten in whole or in part, the Company may require that the
Warrants and the Warrant Shares requested for inclusion pursuant to this
Section ___ be included in the underwriting on the same terms and
conditions as the securities otherwise being sold through the
underwriters. In the event that the Warrants or the Warrant Shares
requested for inclusion pursuant to this Section ___ together with any
other shares which have similar piggy-back registration rights (such
shares, the Warrants and the Warrant Shares being collectively referred to
as the "Requested Securities"), would constitute more than 15% of the
total number of securities of such type to be included in a proposed
underwritten public offering, and if in the good faith judgment of the
managing underwriter of such public offering the inclusion of all such
Requested Securities originally covered by a request for registration
would reduce the number of shares to be offered by the Company or
interfere with the successful marketing of the shares of stock or warrants
offered by the Company, the number of such Requested Securities otherwise
to be included in the underwritten public offering may be reduced pro rata
(by number of securities of the same type) among the holders thereof
requesting such registration or excluded in their entirety if so required
by the underwriter. To the extent that only a portion of any Requested
Securities is included in the underwritten public offering, those shares
of Requested Securities which are thus excluded from the underwritten
public offering shall be withheld from the market by the holders thereof
for a period, not to exceed 120 days, which the managing underwriter
B-16
reasonably determines is necessary in order to effect the underwritten
public offering.
The obligation of the Company under this Section ___ shall be
limited to two registration statements.
SECTION 10. Fractional Warrants and Fractional Shares.
(a) If the number of shares of Common Stock purchasable upon the
exercise of each Warrant is adjusted pursuant to Section 8 hereof, the
Company shall nevertheless not be required to issue fractions of shares,
upon exercise of the Warrants or otherwise, or to distribute certificates
that evidence fractional shares. With respect to any fraction of a share
called for upon any exercise hereof, the Company shall pay to the Holder
an amount in cash equal to such fraction multiplied by the current market
value of such fractional share on the date of the exercise of this
Warrant, determined as follows:
(i) If the Common Stock is listed on a national securities
exchange or admitted to unlisted trading privileges on such exchange
or listed for trading on the National Market System of NASDAQ
("NMS"), the current market value shall be the last reported sale
price of the Common Stock on such exchange on the last business day
prior to the date for which the determination is being made or if no
such sale is made on such day or no closing sale price is quoted,
the average of the closing bid and asked prices for such day on such
exchange or system; or
(ii) If the Common Stock is listed in the over-the-counter
market (other than on NMS) or admitted to unlisted trading
privileges, the current market value shall be the mean of the last
reported bid and asked prices reported by the National Quotation
Bureau, Inc. on the last business day prior to the date for which
the determination is being made; or
(iii) If the Common Stock is not so listed or admitted to
unlisted trading privileges and bid and asked prices are not so
reported, the current market value shall be an amount determined in
such reasonable manner as may be prescribed by the Board of
Directors of the Company.
SECTION 11. Warrant Holders Not Deemed Stockholders. No holder of Warrants
shall, as such, be entitled to vote or to receive dividends or be deemed the
holder of Common Stock that may at any time be issuable upon exercise of such
Warrants for any purpose whatsoever, nor shall anything contained herein be
construed to confer upon the holder of Warrants, as such, any of the rights of a
stockholder of the Company or any right To vote for
B-17
the election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action (whether
upon any recapitalization, issue or reclassification of stock, change of par
value or change of stock to no par value, consolidation, merger or conveyance or
otherwise), or to receive notice of meetings, or to receive dividends or
subscription rights, until such Holder shall have exercised such Warrants and
been issued shares of Common Stock in accordance with the provisions hereof.
SECTION 12. Rights of Action. All rights of action with respect to this
Agreement are vested in the respective Registered Holders of the Warrants, and
any Registered Holder of a Warrant, without consent of the Warrant Agent or of
the holder of any other Warrant, may, on his own behalf and for his own benefit,
enforce against the Company his right to exercise his Warrants for the purchase
of shares of Common Stock in the manner provided in the Warrant Certificate and
this Agreement.
SECTION 13. Agreement of WarrantHolders. Every holder of a Warrant, by his
acceptance thereof, consents and agrees with the Company, the Warrant Agent and
every other holder of a Warrant that:
(a) The Warrants are transferable only on the registry books of the
Warrant Agent by the Registered Holder thereof in person or by his
attorney duly authorized to do so in writing and only if the Warrant
Certificates representing such Warrants are surrendered at the office of
the Warrant Agent, duly endorsed or accompanied by a proper instrument of
transfer satisfactory to the Warrant Agent and the Company in their sole
discretion, together with payment of any applicable transfer taxes; and
(b) The Company may deem and treat the person in whose name the
Warrant Certificate is registered as the holder and as the absolute, true
and lawful owner of the Warrants represented thereby for all purposes, and
the Company shall not be affected by any notice or knowledge to the
contrary, except as otherwise expressly provided in Section 7 hereof.
SECTION 14. Cancellation of Warrant Certificates. If the Company shall
purchase or acquire any Warrant or Warrants, the Warrant Certificate or Warrant
Certificates evidencing the same shall thereupon be cancelled by it and retired.
The Warrant Agent shall also cancel Warrant Certificates following exercise of
any or all of the Warrants represented thereby or delivered to it for transfer,
split-up, combination or exchange.
SECTION 15. Concerning the Warrant Agent. The Warrant Agent acts hereunder
as agent and in a ministerial capacity for the Company, and its duties shall be
determined solely by the provisions hereof. The Warrant Agent shall not, by
issuing and
B-18
delivering Warrant Certificates or by any other act hereunder be deemed to make
any representations as to the validity, value or authorization of the Warrant
Certificates or the Warrants represented thereby or of any securities or other
property delivered upon exercise of any Warrant or whether any stock issued upon
exercise of any Warrant is fully paid and nonassessable.
The Warrant Agent shall account promptly to the Company with respect to
Warrants exercised and concurrently pay the Company, as provided in Section 4,
all moneys received by the Warrant Agent upon the exercise of such Warrants. The
Warrant Agent shall, upon request of the Company from time to time, deliver to
the Company such complete reports of registered ownership of the Warrants and
such complete records of transactions with respect to the Warrants and the
shares of Common Stock as the Company may request. The Warrant Agent shall also
make available to the Company and RAS for inspection by their agents or
employees, from time to time as either of them may request, such original books
of accounts and record (including original Warrant Certificates surrendered to
the Warrant Agent upon exercise of Warrants) as may be maintained by the Warrant
Agent in connection with the issuance and exercise of Warrants hereunder, such
inspections to occur at the Warrant Agent's office as specified in Section 17,
during normal business hours.
The Warrant Agent shall not at any time be under any duty or
responsibility to any holder of Warrant Certificates to make or cause to be made
any adjustment of the Purchase Price provided in this Agreement, or to determine
whether any fact exists which may require any such adjustments, or with respect
to the nature or extent of any such adjustment, when made, or with respect to
the method employed in making the same. It shall not (a) be liable for any
recital or statement of facts contained herein or for any action taken, suffered
or omitted by it in reliance on any Warrant Certificate or other document or
instrument believed by it in good faith to be genuine and to have been signed or
presented by the proper party or parties, (b) be responsible for any failure on
the part of the Company to comply with any of its covenants and obligations
contained in this Agreement or in any Warrant Certificate, or (c) be liable for
any act or omission in connection with this Agreement except for its own
negligence or wilful misconduct.
The Warrant Agent may at any time consult with counsel satisfactory to it
(who may be counsel for the Company) and shall incur no liability or
responsibility for any action taken, suffered or omitted by it in good faith in
accordance with the opinion or advice of such counsel.
Any notice, statement, instruction, request, direction, order or demand of
the Company shall be sufficiently evidenced by an instrument signed by the
Chairman of the Board, President, any Vice President, its Secretary, or
Assistant Secretary, (unless other
B-19
evidence in respect thereof is herein specifically prescribed). The Warrant
Agent shall not be liable for any action taken, suffered or omitted by it in
accordance with such notice, statement, instruction, request, direction, order
or demand believed by it to be genuine.
The Company agrees to pay the Warrant Agent reasonable compensation for
its services hereunder and to reimburse it for its reasonable expenses
hereunder; it further agrees to indemnify the Warrant Agent and save it harmless
against any and all losses, expenses and liabilities, including judgments, costs
and counsel fees, for anything done or omitted by the Warrant Agent in the
execution of its duties and powers hereunder except losses, expenses and
liabilities arising as a result of the Warrant Agent's negligence or wilful
misconduct.
The Warrant Agent may resign its duties and be discharged from all further
duties and liabilities hereunder (except liabilities arising as a result of the
Warrant Agent's own negligence or wilful misconduct), after giving 30 days'
prior written notice to the Company. At least 15 days prior to the date such
resignation is to become effective, the Warrant Agent shall cause a copy of such
notice of resignation to be mailed to the Registered Holder of each Warrant
Certificate at the Company's expense. Upon such resignation, or any inability of
the Warrant Agent to act as such hereunder, the Company shall appoint a new
warrant agent in writing. If the Company shall fail to make such appointment
within a period of 15 days after it has been notified in writing of such
resignation by the resigning Warrant Agent, then the Registered Holder of any
Warrant Certificate may apply to any court of competent jurisdiction for the
appointment of a new warrant agent. Any new warrant agent, whether appointed by
the Company or by such a court, shall be a bank or trust company having a
capital and surplus, as shown by its last published report to its stockholders,
of not less than $10,000,000 or a stock transfer company. After acceptance in
writing of such appointment by the new warrant agent is received by the Company,
such new warrant agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named herein as the Warrant Agent,
without any further assurance, conveyance, act or deed; but if for any reason it
shall be necessary or expedient to execute and deliver any further assurance,
conveyance, act or deed, the same shall be done at the expense of the Company
and shall be legally and validly executed and delivered by the resigning Warrant
Agent. Not later than the effective date of any such appointment the Company
shall file notice thereof with the resigning Warrant Agent and shall forthwith
cause a copy of such notice to be mailed to the Registered Holder of each
Warrant Certificate.
Any corporation into which the Warrant Agent or any new warrant agent may
be converted or merged or any corporation resulting from any consolidation to
which the Warrant Agent or any new warrant agent shall be a party or any
corporation succeeding to
B-20
the trust business of the Warrant Agent shall be a successor warrant agent under
this Agreement without any further act, provided that such corporation is
eligible for appointment as successor to the Warrant Agent under the provisions
of the preceding paragraph. Any such successor warrant agent shall promptly
cause notice of its succession as warrant agent to be mailed to the Company and
to the Registered Holder of each Warrant Certificate.
The Warrant Agent, its subsidiaries and affiliates, and any of its or
their officers or directors, may buy and hold or sell Warrants or other
securities of the Company and otherwise deal with the Company in the same manner
and to the same extent and with like effects as though it were not Warrant
Agent. Nothing herein shall preclude the Warrant Agent from acting in any other
capacity for the Company or for any other legal entity.
SECTION 16. Modification of Agreement. Subject to the provisions of
Section 4(b), the parties hereto may by supplemental agreement make any changes
or corrections in this Agreement (a) that it shall deem appropriate to cure any
ambiguity or to correct any defective or inconsistent provision or manifest
mistake or error herein contained; (b) to reflect an increase in the number of
Warrants which are to be governed by this Agreement resulting from an increase
in the size of the Private Placement; or (c) that it may deem necessary or
desirable and which shall not adversely affect the interests of the holders of
Warrant Certificates; provided, however, that this Agreement shall not otherwise
be modified, supplemented or altered in any respect except with the consent in
writing of the Registered Holders of Warrant Certificates representing not less
than 50% of the Warrants then outstanding; and provided, further, that no change
in the number or nature of the securities purchasable upon the exercise of any
Warrant, or the Purchase Price therefor, or the acceleration of the Warrant
Expiration Date, shall be made without the consent in writing of the Registered
Holder of the Warrant Certificate representing such Warrant, other than such
changes as are specifically prescribed by this Agreement as originally executed.
SECTION 17. Notices. All notices, requests, consents and other
communications hereunder shall be in writing and shall be deemed to have been
made when delivered or mailed first class registered or certified mail, postage
prepaid as follows: if to the Registered Holder, at the address of such holder
as shown on the registry books maintained by the Warrant Agent; if to the
Company, at C.W. Chemical Waste Technologies Limited, 00 Xxxx 00xx Xxxxxx, 0xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: President, with a copy to Xxxx Xxxx,
Esq., Xxxxxxxx Xxxxx Singer & Xxxxxxxxx LLP, _____ Xxxxxxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000; if to the Warrant Agent, at its Corporate Office, and if to RAS,
at RAS Securities Corp., 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, Attention:
B-21
Xxxxxxxx Xxxxxxxx, with a copy to Xxxxxx X. Xxxxxxxx, Xxxxxxxxx o Xxxxxxx x
Xxxxxx x Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
SECTION 18. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without
reference to principles of conflict of laws.
SECTION 19. Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the Company and the Warrant Agent (and their respective
successors and assigns) and the holders from time to time of Warrant
Certificates. Nothing in this Agreement is intended or shall be construed to
confer upon any other person any right, remedy or claim, in equity or at law, or
to impose upon any other person any duty, liability or obligation.
SECTION 20. Termination. This Agreement shall terminate on the earlier to
occur of (i) the close of business on the Expiration Date of all the Warrants;
(ii) the closing date of an IPO which results in the conversion of the Warrants;
or (iii) the date upon which all Warrants have been exercised.
SECTION 21. Counterparts. This Agreement may be executed in several
counterparts, which taken together shall constitute a single document.
B-22
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
C.W. CHEMICAL WASTE
TECHNOLOGIES LIMITED
By:
----------------------------
Name:
--------------------------
Title:
-------------------------
RAS SECURITIES CORP.
By:
----------------------------
Name:
--------------------------
Title:
-------------------------
[WARRANT AGENT]
By:
----------------------------
Name:
--------------------------
Title:
-------------------------
B-23
THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE (THE
"SHARES") HAVE NOT BEEN REGISTERED UNDER THE [SECURITIES ACT OF 1933 OR ANY
STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED UNTIL (1) A REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933 (THE "ACT") SHALL HAVE BECOME
EFFECTIVE WITH RESPECT THERETO AND THE WARRANT AND SUCH SHARES ARE REGISTERED
UNDER APPLICABLE STATE SECURITIES LAWS, OR (2) RECEIPT BY THE ISSUER OF AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT
REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED
IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE
STATE SECURITIES LAWS.
NO. PPWW Warrants
VOID AFTER ______________ __, 2004
WARRANT CERTIFICATE FOR PURCHASE OF COMMON STOCK
C.W. CHEMICAL WASTE TECHNOLOGIES LIMITED
This certifies that, FOR VALUE RECEIVED, _____________________ or
registered assigns (the "Registered Holder") is the owner of the number of
Warrants ("Warrants") specified above. Each Warrant initially entitles the
Registered Holder to purchase, subject to the terms and conditions set forth in
this Certificate and the Warrant Agreement (as hereinafter defined), one fully
paid and non-assessable share of Common Stock, $.001 par value ("Common Stock")
of C.W. Chemical Waste Technologies Limited, a corporation organized under the
laws of Cyprus (the "Company") at any time commencing _____________ __, 2000 and
prior to the Expiration Date (as hereinafter defined), upon the presentation and
surrender of this Warrant Certificate with the Subscription Form on the reverse
hereof duly executed, at the corporate office of _______________________________
____________________________ as Warrant Agent, or its successor (the " Warrant
Agent"), accompanied by payment of an amount equal to $3.00 for each Warrant
(the A-1 "Purchase Price") in lawful money of the United States of America in
cash or by official bank or certified check made payable to the Company. The
Company may, at its election, reduce the Purchase Price.
This Warrant Certificate and each Warrant represented hereby are issued
pursuant to and are subject in all respects to the terms and conditions set
forth in the Warrant Agreement, dated ____________ ___, 199__, by and among the
Company, the Warrant Agent and RAS Securities Corp. (the "Agreement").
In the event of certain contingencies provided for in the Agreement, the
Purchase Price or the number of shares of Common Stock subject to purchase upon
the exercise of each Warrant represented hereby are subject to modification or
adjustment.
Each Warrant represented hereby is exercisable at the option of the
Registered Holder, but no fractional shares of Common Stock shall be issued. In
the case of the exercise of less than all the
W-1
Warrants represented hereby, the Company shall cancel this Warrant Certificate
upon the surrender hereof and shall execute and deliver a new Warrant
Certificate or xxxxxx Certificates of like tenor, which the Warrant Agent shall
countersign, for the balance of such Warrants.
This Warrant Certificate and each Warrant represented hereby are issued
pursuant to and are subject in all respects to the terms and conditions set
forth in the Warrant Agreement (the "Agreement"), dated ____________ __, 1998,
by and among the Company, the Warrant Agent and RAS Securities Corp.
In the event of certain contingencies provided for in the Agreement, the
Purchase Price or the number of shares of Common Stock subject to purchase upon
the exercise of each Warrant represented hereby are subject to modification or
adjustment.
Each Warrant represented hereby is exercisable at the option of the
Registered Holder, but no fractional shares of Common Stock shall be issued. In
the case of the exercise of less than all of the Warrants represented hereby,
the Company shall cancel this Warrant Certificate upon the surrender hereof and
shall execute and deliver a new Warrant Certificate or Warrant Certificates of
like tenor, which the Warrant Agent shall countersign, for the balance of such
Warrants.
The term "Expiration Date" shall mean 5:00 P.M. (New York time) on
____________ __, 2004. If such date shall be a holiday or a day on which the
banks are authorized to close in the State of New York, then the Expiration Date
shall mean 5:00 P.M. (New York time) the next following day which is not a
holiday or a day on which banks are authorized to close in such State. The
Company may, at its election, extend the Expiration Date.
This Warrant Certificate is exchangeable, upon the surrender hereof by the
Registered Holder at the corporate office of the Warrant Agent, for a new
Warrant Certificate or Warrant Certificates of like tenor representing an equal
aggregate number of Warrants, each of such new Warrant Certificates to represent
such number of Warrants as shall be designated by such Registered Holder at the
time of such surrender. Upon due presentment with any tax or other governmental
charge imposed in connection therewith, for registration of transfer of this
Warrant Certificate at such office, a new Warrant Certificate or Warrant
Certificates representing an equal aggregate number of Warrants shall be issued
to the transferee in exchange therefor, subject to the limitations provided in
the Agreement.
Prior to the exercise of any Warrant represented hereby, the Registered
Holder shall not be entitled to any rights of a stockholder of the Company,
including, without limitation, the right to vote or to receive dividends or
other distributions, and
W-2
shall not be entitled to receive any notice of any proceedings of the Company,
except as provided in the Agreement.
Prior to due presentment for registration of transfer hereof, the Company
may deem and treat the Registered Holder as the absolute owner hereof and of
each Warrant represented hereby (notwithstanding any notations of ownership or
writing hereon made by anyone other than a duly authorized officer of the
Company) for all purposes and shall not be affected by any notice to the
contrary.
The Company has agreed to pay a fee of ____% of the Purchase Price upon
certain conditions as specified in the Agreement upon the exercise of this
Warrant.
This Warrant shall automatically convert into a like number of new
warrants under certain circumstances in the event the Company completes an
initial public offering of its securities or otherwise registers the Conversion
Warrants, and such new warrants shall have the terms and conditions specified in
the Agreement and the Subscription Agreement between the Company and the first
purchaser of this Warrant.
This Warrant Certificate shall be governed by and construed in accordance
with the laws of the State of New York, without giving effect to the principles
thereof related to the conflict of laws.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed, manually or in facsimile by two of
W-3
its officers thereunto duly authorized and a facsimile of its corporate seal to
be imprinted hereon.
Dated: ________________, 1998
C.W. CHEMICAL WASTE
TECHNOLOGIES LIMITED
By:
----------------------------
Name:
--------------------------
Title:
-------------------------
By:
----------------------------
Name:
--------------------------
Title:
-------------------------
[seal]
CONTINENTAL STOCK TRANSFER
AND TRUST COMPANY
By:
----------------------------
Name:
--------------------------
Title:
-------------------------
W-4
SUBSCRIPTION FORM
To Be Executed by the Registered Holder
in Order to Exercise Warrants
The undersigned Registered Holder hereby irrevocably elects to exercise
Warrants represented by this Warrant Certificate, and to purchase the securities
issuable upon the exercise of such Warrants, and requests that certificates for
such securities shall be issued in the name of:
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
__________________________________________________
__________________________________________________
__________________________________________________
__________________________________________________
[please print or type name and address]
and be delivered to:
__________________________________________________
__________________________________________________
__________________________________________________
__________________________________________________
[please print or type name and address]
and if such number of Warrants shall not be all of the Warrants evidenced by
this Warrant Certificate, that a new Warrant Certificate for the balance of such
Warrants be registered in the name of, and delivered to, the Registered Holder
at the address stated below.
W-5
The undersigned represents that the exercise of the within Warrant
was solicited by a member of the National Association of Securities Dealers,
Inc. (("NASD"). If not solicited by an NASD member, please write "unsolicited"
in the space below. Unless otherwise indicated by listing the name of another
NASD member firm, it will be assumed that the exercise was solicited by RAS
Securities Corp.
--------------------------------------
(Name of NASD Member if other than RAS
Securities Corp.)
Dated: X
--------------------- -------------------------------------
--------------------------------------
--------------------------------------
Address
--------------------------------------
Taxpayer Identification Number
--------------------------------------
Signature Guaranteed
W-6
ASSIGNMENT
To Be Executed by the Registered Holder
in Order to Assign Warrants
FOR VALUE RECEIVED, _________________________________ hereby sells, assigns and
transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
__________________________________________________
__________________________________________________
__________________________________________________
[please print or type name and address]
_____________________ of the Warrants represented by this Warrant Certificate,
and hereby irrevocably constitutes and appoints _____________________
_____________________ _____________________ ___________________ Attorney to
transfer this Warrant Certificate on the books of the Company, with full power
of substitution in the premises.
Dated: X
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Signature Guaranteed
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THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE
GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE
AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR
MIDWEST STOCK EXCHANGE.
W-7
