EXHIBIT 4.3
VOID AFTER 5:00 P.M., EASTERN TIME,
ON FEBRUARY 15, 2010
THIS WARRANT AND THE SHARES OF COMMON STOCK UNDERLYING THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND MAY NOT BE SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OR IN A
TRANSACTION THAT, IN THE OPINION OF COUNSEL TO CAPRIUS, INC., QUALIFIES AS AN
EXEMPT TRANSACTION UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS
PROMULGATED THEREUNDER.
CAPRIUS, INC.
COMMON STOCK PURCHASE WARRANT AGREEMENT
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CAPRIUS, INC., a Delaware corporation (the "Company"), hereby grants to
XXXXXXX & CO. (UK), LTD. (the "Initial Holder"), subject to the terms set forth
in this Common Stock Purchase Warrant Agreement (the "Warrant Agreement"), the
right to exercise Common Stock Purchase Warrants (the "Warrants") for the
purchase from the Company, of up to 1,500,000 shares (the "Shares") of the
Company's Common Stock, at an exercise price of $0.28 per share, subject to
adjustment from time to time pursuant to Section 3 hereof (collectively, the
"Exercise Prices"). The term "Common Stock" means, unless the context otherwise
requires, the Company's Common Stock, par value $.01 per share, or other
securities or property at the time deliverable upon the exercise of this
Warrant.
This Warrant is issued to the Initial Holder as partial consideration for
services to be rendered by the Initial Holder to the Company, pursuant to a
Financial Advisory Agreement, dated January 11, 2005, between the Company and
the Initial Holder (the "Advisory Agreement"), and an amendment to the Advisory
Agreement, dated February 9, 2005, between the Company and the Initial Holder.
1. Exercise.
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1.1 Timing of Exercise. The Warrants shall be exercisable at any time in
whole or in part from time to time commencing as of February 15, 2005 and
expiring at 5:00 P.M., New York time, on February 15, 2010 (the "Expiration
Date"), subject to earlier termination as provided herein, and may not be
exercised thereafter.
1.2 Manner of Exercise. The purchase rights evidenced by this Warrant
Agreement shall be exercised by the Initial Holder or any person permitted by
Section 6 hereof (collectively, "the Holder"), by surrendering this Warrant
Agreement, together with the Notice of Exercise in the form of Exhibit A annexed
hereto duly executed by the Holder, to the Company at the address in Section 12
hereof for sending of notices, accompanied by payment (in cash, by wire transfer
or by certified or official bank check or checks) of the applicable Exercise
Price.
1.3 Net Issue Exercise.
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(a) In lieu of making payment as provided in Section 1.2 hereof upon
exercise, the Holder may elect, in its sole discretion, to receive shares of
Common Stock equal to the value of Warrants then being exercised by surrender of
this Warrant Agreement to the Company, together with the Notice of Exercise and
notice of the net issue election, and the Company shall issue to the Holder the
number of Shares computed using the following formula:
X = Y(A-B)/A
Where: X = the number of Shares to be issued to the Holder.
Y= the number of Shares sought to be purchased upon exercise of the
Warrants.
A= the fair market value of one share of Common Stock.
B= the Exercise Price for the Shares to be purchased.
(b) For the purpose of this Section, the fair market value of the
Shares shall mean with respect to each share of Common Stock:
(i) If the Shares are listed on any national securities exchange
or quoted on the Nasdaq National Market, Nasdaq Small Cap Market or the OTC
Bulletin Board, the average of the closing prices of the Shares, sold on the
primary securities exchange or market on which the Shares are at the time listed
or traded, on the ten (10) trading days immediately prior to the day the Notice
of Exercise is received by the Company;
(ii) If the Shares are not quoted on any national securities
exchange or quoted on the Nasdaq National Market, Nasdaq Small Cap Market or the
OTC Bulletin Board, the average of the mean between the highest bid and lowest
asked price on such a day in the domestic over-the-counter market as reported by
the National Quotation Bureau or any similar successor organization, on the
thirty (30) calendar days immediately prior to the day the Notice of Exercise is
received by the Company;
(iii) If there is no public market for the Shares, the price
determined by the Board of Directors of the Company acting in good faith.
1.4 Partial Exercise. This Warrant may be exercised for less than the
full number of Shares available for exercise at the time the Notice of Exercise
is submitted, in which case the number of Shares receivable upon the exercise of
this Warrant as a whole, and the amount payable upon the exercise of this
Warrant as a whole, shall be proportionately reduced. Upon any such partial
exercise, the Company at its expense will forthwith issue to the Holder a new
Warrant Agreement of like tenor calling for Warrants to purchase the number of
shares of Common Stock as to which rights have not been exercised.
2. Delivery of Stock Certificates Upon Exercise. As soon as
practicable after the exercise of any Warrants, and in any event within five (5)
business days thereafter, the Company, at its expense, will cause to be issued
in the name of and delivered to the Holder a certificate or certificates for the
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number of fully paid and non-assessable shares of Common Stock to which the
Holder shall be entitled upon such exercise, subject to compliance with Section
7 hereof. Any shares of Common Stock as to which this Warrant is exercised shall
be deemed issued on and as of the date of such exercise, and the Holder shall
thereupon be deemed to be the owner of record of such Shares.
3. Anti-Dilution Adjustments.
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3.1 Change in Capitalization. In case of any stock split (forward or
reverse), stock dividend or similar transaction prior to the Expiration Date
which increases or decreases the number of outstanding shares of Common Stock,
appropriate adjustment shall be made by the Board of Directors of the Company to
the number of Shares, and the Exercise Price per Share, of Common Stock which
may be purchased under this Warrant Agreement.
3.2 Reclassification. In case of any reclassification, capital
reorganization or change of the outstanding Common Stock of the Company (other
than as a result of a subdivision, combination or stock dividend covered by
Section 3.1 hereof), at any time prior to the Expiration Date, then, as a
condition of such reclassification, reorganization or change, lawful provision
shall be made, and duly executed documents evidencing the same from the Company
or its successor shall be delivered to the Holder, so that the Holder shall have
the right prior to the expiration of this Warrant Agreement to purchase, at a
total price not to exceed that payable upon the exercise of the unexercised
portion of the Warrants, the kind and amount of shares of stock and other
securities and property receivable upon such reclassification, reorganization or
change, by a holder of the number of shares of Common Stock of the Company which
might have been purchased by the Holder immediately prior to such
reclassification, reorganization or change, and in any such case appropriate
provisions shall be made with respect to the rights and interest of the Holder
to the end that the provisions hereof (including without limitation, provisions
for the adjustment of the Exercise Price and of the number of Shares purchasable
upon exercise of the Warrants) shall thereafter be applicable in relation to any
shares of stock and other securities and property thereafter deliverable upon
exercise hereof.
3.3 Consolidation, Merger and Sale of Assets. In case of any
consolidation of the Company with or a merger of the Company into another
corporation or in case of any sale or conveyance and to another corporation of
the property of the Company as an entirety or substantially as an entirety, upon
any such consolidation, merger, sale or conveyance (i) the surviving entity is a
publicly traded company, and (ii) the consideration to be received by the
holders of the Company's Common Stock includes publicly traded equity securities
in the surviving entity or parent corporation, the Company agrees that a
condition of such transaction will be that the successor or purchasing
corporation, as the case may be, shall assume the obligations of the Company
hereunder in writing. In the case of any such consolidation, merger or sale or
conveyance, the Holder shall have the right until the Expiration Date upon
payment of the Exercise Price in effect immediately prior to such action, to
receive the kind and amount of shares and other securities and/or property which
it would have owned or have been entitled to receive after the happening of such
consolidation, merger, sale or conveyance had this Warrant been exercised
immediately prior to such action, subject to adjustments which shall be as
nearly equivalent as may be practicable to the adjustments provided for in this
Section 3. The provisions of this Section 3.3 shall similarly apply to
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successive consolidations, mergers, sales or conveyances.
3.4 Non-Public Successor. In case of any consolidation of the Company
with or a merger of the Company into another corporation or in case of any sale
or conveyance to another corporation of the property of the Company as an
entirety or substantially as an entirety, upon any such consolidation, merger,
sale or conveyance (i) the surviving entity is a non-publicly traded company, or
(ii) the consideration to be received by the holders of the Company's Common
Stock does not include any publicly traded equity securities in the surviving
entity or its parent corporation, the Company agrees that a condition of such
transaction will be that the Company shall mail to the Holder at the earliest
applicable time (and, in any event not less than ten (10) days before any record
date for determining the persons entitled to receive the consideration payable
in such transaction) written notice of such record date. Such notice shall also
set forth facts as shall indicate the effect of such action (to the extent such
effect may be known at the date of such notice) on the Exercise Price of and the
kind and amount of the Shares and other securities and property deliverable upon
exercise of this Warrant. Upon the closing of the transaction referenced in the
foregoing notice, this Warrant Agreement to the extent then unexercised shall
terminate.
3.5 Exchanges and Distributions With Respect to Common Stock. If the
Company shall exchange for its Common Stock or distribute with respect to its
Common Stock other securities issued by it, the Company shall give notice
thereof to the Holder, and the Holder shall have the right thereafter (until the
Expiration Date) to exercise the Warrants for the kind and amount of shares of
stock and other securities retained or received by a holder of the number of
shares of Common Stock of the Company into which the Warrants might have been
exercised immediately prior to such exchange or distribution, subject to
adjustment as provided hereinabove.
3.6 Officer's Certificate. Whenever the Exercise Price per Share or
the number of shares of Common Stock subject to this Warrant Agreement is
adjusted, the Company shall promptly mail to the Holder a notice of adjustment.
The notice of adjustment shall include a brief statement of the facts requiring
the adjustment and the manner of computing it, and shall be certified by the
chief financial officer of the Company. The determination of the adjustment
shall be made by the Company in its sole discretion and shall be final and
binding upon the Holder.
4. Shares to Be Fully Paid; Reservation of Capital Stock Issuable
Upon Exercise of Warrants. The Company covenants and agrees that any Shares
issued hereunder will, upon issuance, be fully paid and non-assessable and free
from all taxes, liens and charges with respect to the issuance thereof. The
Company shall at all times reserve and keep available out of its authorized but
unissued capital stock, solely for the issuance and delivery upon the exercise
of the Warrants, such number of its duly authorized shares of Common Stock as
from time to time shall be issuable upon the exercise of the Warrants.
5. Fractional Shares. The Company shall not issue fractions of
shares of Common Stock upon exercise of the Warrants or scrip in lieu thereof.
If any fraction of a share of Common Stock would, except for the provisions of
this Section 5, be issuable upon exercise of the Warrants, then the number of
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shares of Common Stock to be issued shall be rounded up or down to the nearest
whole share.
6. Transfer Restrictions. A Holder, including the Initial Holder or
any subsequent Holder, may transfer this Warrant Agreement only to (i) any other
Holder of Warrants that were originally issued to the Initial Holder under the
Financial Advisory Agreement, (ii) any entity controlled by, controlling or
under common control of the Holder, or for which the Holder is acting as the
representative, or to one or more of its shareholders, directors, officers,
members, employees or limited or general partners, or to entities that manage or
co-manage the Holder or any of its limited or general partners, or (iii) any
member of the immediate family (which shall be deemed to include a spouse,
parent, or child) of an individual Holder or trust for the benefit of any such
individual. Prior to any such transfer, the Holder must deliver the Assignment
Form in the form of Exhibit B hereto and provide information to the Company, in
writing, regarding the proposed transferee sufficient for the Company to
determine the eligibility of such transferee under this Section 6.
7. Securities Law Compliance.
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7.1 Investment. Unless the Shares to be issued upon exercise of the
Warrants are then included in an effective registration statement filed under
the Securities Act of 1933, as amended (the "Securities Act"), the Holder, by
accepting this Warrant Agreement, covenants and agrees that, at the time of
exercise hereof, and at the time of any proposed transfer of Shares acquired
upon exercise hereof, the Holder will deliver to the Company a written statement
that the securities acquired by the Holder upon exercise hereof are for the
account of the Holder or are being held by the Holder as trustee, investment
manager, investment advisor or as any other fiduciary for the account of the
beneficial owner or owners for investment and are not acquired with a view to,
or for sale in connection with, any distribution thereof (or any portion
thereof) and with no present intention (at any such time) of offering and
distributing such securities (or any portion thereof), and including such other
representations as may be reasonably requested by counsel to the Company.
Further, the Holder shall comply with such provisions of applicable state
securities laws as counsel to the Company or other counsel reasonably acceptable
to the Company shall advise. The Holder shall have certain rights to include the
Common Stock underlying this Warrant in a registration statement in accordance
with Section 8 hereof.
7.2 Legend. Unless the Shares issuable upon exercise of the Warrants
are registered under the Securities Act, upon exercise of any part of the
Warrants and the issuance of any of such Shares, the Company shall instruct its
transfer agent to enter stop transfer orders with respect to such Shares, and
all certificates representing the Shares issued upon exercise hereof shall bear
on the face thereof substantially the following legend, insofar as is consistent
with applicable law:
"The shares of Common Stock represented by this
Certificate have not been registered under the
Securities Act of 1933, as amended, and may not be
sold, offered for sale, assigned, transferred or
otherwise disposed of unless registered pursuant to the
provisions of that Act or an opinion of counsel to the
Company is obtained stating that such disposition is in
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compliance with an available exemption from such
registration."
8. Registration Under the Securities Act of 1933.
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8.1 Piggy-Back Rights.
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(a) If at any time prior to the Expiration Date the Company
proposes to register shares of its Common Stock under the Securities Act on any
form for the registration of its Common Stock under the Securities Act (the
"Registration Statement") for the account of stockholders (other than a
registration relating to (i) a registration of a stock option, stock purchase or
compensation or incentive plan or of stock issued or issuable pursuant to any
such plan, or a dividend investment plan; (ii) a registration of securities
proposed to be issued in exchange for securities or assets of, or in connection
with a merger or consolidation with, another corporation; or (iii) a
registration of securities proposed to be issued in exchange for other
securities of the Company) in a manner which would permit registration of the
Shares for sale to the public under the Securities Act (a "Piggyback
Registration"), it will at such time give prompt written notice to the Holder of
its intention to do so and of the Holder's rights under this Section 8.1. Such
rights are referred to hereinafter as "Piggyback Registration Rights". Upon the
written request of the Holder to the Company made within ten (10) days after the
giving of any such notice (which request shall specify the number of Shares
intended to be disposed of by the Holder and the intended method of disposition
thereof), the Company will include in the Registration Statement the Shares (the
"Registrable Shares") which the Company has been so requested to register by the
Holder, provided that the Company's obligation shall continue after exercise of
the Warrants, but it need not include any Shares in a Registration Statement
filed after the Expiration Date.
(b) If, any time after giving written notice of its intention to
register any securities in a Piggyback Registration but prior to the effective
date of the related Registration Statement filed in connection with such
Piggyback Registration, the Company shall determine for any reason not to
register such securities, the Company will give written notice of such
determination to the Holder and thereupon shall be relieved of its obligation to
register any Shares in connection with such Piggyback Registration.
(c) The Holder may elect in writing, not later than three (3)
business days prior to the effectiveness of the Piggyback Registration not to
have its Shares so included in connection with the Registration Statement.
(d) If the securities covered by the Registration Statement are
to be underwritten, the Company shall not be required to include therein any of
the Registrable Shares unless the Holder accepts the terms of the underwriting
as agreed upon between the Company and the underwriters selected by it. If in
the opinion of the managing underwriter, the registration of all, or a part of,
the Shares which the Holder has requested to be included in the Registration
Statement would adversely affect such public offering, then, (i) the Company
shall be required to include in the underwriting only the number of Registrable
Shares, if any, which the managing underwriter believes may be sold without
causing such adverse effect, and the number of shares of Common Stock that may
be included in such registration shall be allocated among all selling
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stockholders, requesting to participate in such registration in proportion (as
nearly as practicable) to the amount of shares of Common Stock owned by each
selling stockholder (including the Holder), or (ii) the Company may require the
selling shareholders (including the Holder) to delay any offering of the Shares
for a period of up to ninety (90) days.
(e) The Company is obligated to file only one Registration
Statement pursuant to this Section 8 which is declared effective under the
Securities Act. The Piggyback Registration Rights under this Section 8 are the
only rights granted by the Company to the Holder to include its Shares in a
Registration Statement.
8.2 Obligations of the Company.
--------------------------
(a) The Company shall comply with the requirements of this Section 8
at its own expense. That expense shall include, but not be limited to, legal,
accounting, consulting, printing, federal and state filing fees, NASDAQ or
Exchange fees, out-of-pocket expenses incurred by counsel, accountants and
consultants retained by the Company, and miscellaneous expenses directly related
to the Registration Statement. However, this expense shall not include the
portion of any underwriting commissions, transfer taxes and any underwriter's
accountable and nonaccountable expense allowances attributable to the offer and
sale of the Registrable Shares or the fees and expenses of counsel to the
Holder, all of which expenses shall be borne by the Holder. The Company shall
include in the Piggyback Registration, and the prospectus included therein, all
information and materials necessary or advisable to comply with the applicable
statutes and regulations so as to permit the public sale of the Registrable
Shares by the Holder.
(b) The Company shall supply to the Holder a reasonable number of
copies of the preliminary, final or other prospectus, all prepared in conformity
with the requirements of the Securities Act and the rules and regulations
promulgated thereunder, and such other documents as the Holder shall reasonably
request.
(c) The Company shall cooperate with respect to (i) all necessary or
advisable actions relating to the preparation and the filing of the Piggyback
Registration and arising from the provisions of this Section 8, (ii) all
reasonable efforts to establish an exemption from the provisions of the
Securities Act or any other federal or state securities statutes, (iii) all
necessary or advisable actions to register or qualify the public offering at
issue pursuant to federal securities statutes and the state "blue sky"
securities statutes of each jurisdiction that the Holder shall reasonably
request, and (iv) all other necessary or advisable actions to enable the Holder
of this Warrant and/or the Registrable Shares to complete the contemplated
disposition of the Shares in each reasonably requested jurisdiction.
(d) The Company shall keep the Registration Statement to which this
Section 8 applies, and all amendments thereto, effective and current under the
Securities Act for a period ending not sooner than ninety (90) days after their
initial effective date (excluding any lock-up period) and cooperate with respect
to all necessary or advisable action to permit the completion of the public sale
or other disposition of the securities included therein. Notwithstanding the
foregoing, if the Company determines, in its good faith reasonable judgment,
that it should withdraw the Registration Statement because the Company is
engaged in or in good faith plans to engage in any financing, acquisition or
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other material transaction which would be adversely affected by the maintenance
of the Registration Statement otherwise required to be filed pursuant to this
Section 8, or that the Company is in the possession of material nonpublic
information required to be disclosed in such Registration Statement or an
amendment or supplement thereto, the disclosure of which in such Registration
Statement would be materially disadvantageous to the Company, the Company may
withdraw the Registration Statement and shall promptly notify the Holder of the
intention for the withdrawal and the reasons therefor.
(e) The Company shall indemnify and hold harmless the Holder from and
against all losses, claims, damages, and liabilities, including, but not limited
to, reasonable attorneys' fees and any and all expenses reasonably incurred in
investigating, preparing, defending or settling any claim, arising from or
relating to (i) any untrue or alleged untrue statement of a material fact
contained in Registration Statement to which this Section 8 applies, or (ii) any
omission or alleged omission to state a material fact necessary to make the
statements contained in Registration Statement to which this Section 8 applies
not misleading; provided, however, that the indemnification continued in this
clause shall not apply if the untrue statement or omission, or alleged untrue
statement or omission, was the result of information furnished in writing to the
Company by the Holder expressly for use in the Registration Statement at issue
or was the result of oral representations made by the Holder in connection with
the sale of the Shares. To the extent that the indemnification contained in this
provision applies, the Company also shall indemnify and hold harmless each
officer, director, employee, controlling person or agent of an indemnified
Holder.
8.3 Obligations of the Holder.
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(a) The Company's obligations contained in this Section 8 shall be
conditioned upon a timely receipt by the Company in writing of the following:
(i) Information as to the terms of the contemplated public
offering furnished by and on behalf of the Holder intending to make a public
distribution of Shares; and
(ii) Such other information as the Company may reasonably require
from the Holder, or any underwriter for the Holder, for inclusion in the
Piggyback Registration.
(b) The Holder shall indemnify the Company and its officers, directors
and agent and any other selling stockholders and underwriters with respect to an
untrue statement of material fact or omission of material fact which was the
result of information furnished in writing to the Company from the Holder and
which was included in the Registration Statement.
(c) The Holder acknowledges that the Company shall have no obligation
to include any Shares in a Piggyback Registration if the Shares then can be
publicly sold pursuant to Rule 144 under the Securities Act.
9. Replacement of Warrant Agreement. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant Agreement and (in the case of loss, theft or destruction) upon
delivery of an indemnity agreement, and if requested by the Board of Directors,
a bond in an amount reasonably satisfactory to it, or (in the case mutilation)
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upon surrender and cancellation hereof, the Company will issue in lieu thereof a
new Warrant Agreement of like tenor.
10. Rights as a Warrant Holder. The Holder shall not, by virtue hereof, be
entitled to any rights of a stockholder in the Company, either at law or equity
except with respect to certificates representing shares of Common Stock issued
upon exercise of this Warrant. The rights of the Holder are limited to those
expressed in this Warrant Agreement and are not enforceable against the Company
except to the extent set forth herein. Prior to due presentment for transfer of
this Warrant Agreement, the Company may deem and treat the Holder as the
absolute owner of this Warrant Agreement for purposes of any exercise hereof and
for all other purposes and such right of the Company shall not be affected by
any notice to the contrary.
11. Subdivision of Rights. This Warrant Agreement (as well as any new
Warrants issued pursuant to the provisions of this Section) is exchangeable upon
the surrender hereof by the Holder at the principal office of the Company for
any number of new Warrants of like tenor and date representing in the aggregate
the right to subscribe for and purchase the number of shares of Common Stock of
the Company that may be subscribed for and purchased hereunder.
12. Sending of Notices. All notices and other communications with respect
to this Warrant Agreement shall be in writing and sent by express mail or
courier service or by personal delivery, if to the Holder, to the address set
forth at the end of this Warrant, and if to the Company, to One Xxxxxx Plaza,
Fort Xxx, New Jersey 07024, or to such other address as either party hereto may
duly give to the other.
13. Headings. The headings in this Warrant Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning of the terms
hereof.
14. Change, Waiver, Discharge or Termination. This Warrant Agreement sets
forth the entire agreement between the Company and the Holder with respect to
the matters herein. Neither this Warrant Agreement nor any term hereof may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.
15. Binding. This Warrant Agreement shall be binding upon and inure to the
benefit of the Company and the Holder, and their respective successors and
assigns.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
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16. Governing Law. This Warrant Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, without giving
effect to principles of conflicts of law.
CAPRIUS, INC.
By: /s/ Xxxxxxxx Xxxxx
--------------------
Dated: February __, 2005 Name: Xxxxxxxx Xxxxx
Title:
Agreed to:
XXXXXXX & CO. (UK), LTD.
By: ____________________________
Name:
Title:
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
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Tax Identification No.
10
EXHIBIT A
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NOTICE OF EXERCISE
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(To be executed by a Holder desiring to exercise the right to purchase Shares
pursuant to a Warrant.)
The undersigned Holder of the attached Warrant Agreement hereby:
1. Irrevocably elects to exercise the Warrant therein by (please check the
applicable blank):
(a) _____ Cash Exercise to the extent of purchasing ________ Shares at $
0.28, and makes payment in full of the aggregate Exercise Price for those
Shares in the amount of $___________ by wire transfer or the delivery of
certified funds or a bank cashier's check; or
(b) _____ Net Issue Exercise pursuant to the provision of Section 1.3 for
the purchase of ________ Shares at $ 0.28, such Number of Shares and
Exercise Price subject to Section 3 of the Warrant Agreement.
2. Requests that a certificate for the Shares be issued in the name of the
undersigned, or, if the name and address of some other person is specified
below, in the name of such other person:
---------------------------------------------------------
---------------------------------------------------------
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(Name, address and tax identification number of person other
than the undersigned in whose name Shares are to be registered.)
3. Requests, if the number of Shares purchased are not all the Shares
purchasable pursuant to the unexercised portion of the Warrants, that a new
Warrant Agreement of like tenor for the remaining Shares purchasable pursuant to
the Warrants be issued and delivered to the undersigned at the address stated
below.
Dated: _____________________________________ _________________________________
Signature
(This signature must conform in all respects to the name of the Holder as
specified on the face of the Warrant Agreement)
____________________________________________ _________________________________
Social Security or Tax Identification Number Printed Name
Address: ______________________________________
_______________________________________________
Stock Warrant No.: ##
EXHIBIT B
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ASSIGNMENT FORM
---------------
FOR VALUE RECEIVED, the undersigned,
___________________________, hereby sells, assigns and transfers unto:
Name: _______________________________________________
(Please type or print in block letters.)
Address: ____________________________________________
the right to purchase _______________ shares (the "Shares") of Caprius, Inc.
(the "Company") pursuant to the terms and conditions of the Warrant Agreement
held by the undersigned. The undersigned hereby authorizes and directs the
Company (i) to issue and deliver to the above-named assignee at the above
address a new Warrant Agreement pursuant to which the rights to purchase being
assigned may be exercised, and (ii) if there are rights to purchase Shares
remaining pursuant to the undersigned's Warrants after the assignment
contemplated herein, to issue and deliver to the undersigned at the address
stated below a new Warrant Agreement evidencing the right to purchase the number
of Shares remaining after issuance and delivery of the Warrants to the
above-named assignee. Except for the number of Shares purchasable, the new
Warrant Agreement to be issued and delivered by the Company is to contain the
same terms and conditions as the undersigned's Warrant Agreement. This
Assignment is subject to receipt by the Company of such investment
representations by the assignee, as may be reasonably required under the
Securities Act of 1933, as amended. To complete the assignment contemplated by
this Assignment Form, the undersigned hereby irrevocably constitutes and
appoints ________________________________ as the undersigned's attorney-in-fact
to transfer the Warrants and the rights thereunder on the books of the Company
with full power of substitution for these purposes.
Dated: _____________________________________ __________________________________
Signature
(This signature must conform in all respects to the name of the Holder as
specified on the face of the Warrant Agreement)
____________________________________________ __________________________________
Social Security or Tax Identification Number Printed Name
Address: _____________________________________
______________________________________________
Stock Warrant No.: ##
