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EXHIBIT 10.8
This Warrant Agreement Supersedes Any And All Previous Agreements!
WARRANTS
for the
Purchase of Shares of Common Stock
of
ENVIRONMENTAL PRODUCTS & TECHNOLOGIES CORPORATION
October 2, 1995 1000,000 Warrants
FOR VALUE RECEIVED, ENVIRONMENTAL PRODUCTS & TECHNOLOGIES CORPORATION,
a Delaware corporation ("Company") hereby certifies that XXXX XXXXXX and or
assigns, is entitled to purchase from the "Company" an aggregate of one hundred
thousand (100,000) Warrants, for a purchase price of thirty-three dollars &
thirty-three cents ($33.33).
1. Exercise of Warrant. Each Warrant may be exercised for an equal
number of common shares, with the subscription form herewith duly executed. The
exercise price of each Warrant equals ten cents ($.10) for each common share.
Payment for the common shares shall be by check payable to the order of the
"Company". The common shares will be issued in the name of the Warrant holder.
This Warrant may be transferred or assigned in whole or in part by
warrant holder. The Company will issue a new warrant agreement at the
instruction of the holder for a payment of $25.00.
This Warrant may be exercised in whole or in part by the Warrant
holder. The holder will deliver this agreement along with a check and
instructions to the Company on how many shares are being exercised and where to
deliver both the shares and any replacement warrant agreement.
2. Fully Paid Stock: Taxes. The "Company" agrees and represents that
the shares of common stock delivered by each and every certificate for Warrant
shares delivered on the exercise of each Warrant shall at the time of such
delivery be validly issued and outstanding, fully paid and non-assessable.
The exercise period terminates on June 21, 1998. The number of Warrants
that are exercisable is equal to the basis of one for one for each dollar
raised for EPTC through the efforts of Strategic Planning Consultants, Inc.
and/or Xxxxxx Xxxxxx.
3. Loss, Etc., of Warrant. Upon receipt of evidence satisfactory to the
"Company" of the loss, theft, destruction or mutilation of any Warrant, and of
indemnity reasonably satisfactory to the "Company", if loss, stolen, or
destroyed, and upon surrender and cancellation of the Warrant, if mutilated,
upon payment of Twenty Five Dollars ($25.00) the "Company" shall execute and
deliver to the holder a new Warrant of like date, tenor and denomination.
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Initial /s/
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4. Warrant Holder Not Shareholder. Except as otherwise provided herein, a
Warrant does not confer upon the holder any right to vote or to consent or to
receive notice as a shareholder of the "Company", as such, in respect of any
matters whatsoever, or any other rights or liabilities as a shareholder, prior
to the exercise hereof.
5. Communications. No notice or other communication under Warrant shall
be effective unless, the same is in writing and is mailed by first class mail,
postage prepaid, addressed to:
(a) if to the "Company", at its principal executive offices;
ENVIRONMENTAL PRODUCTS & TECHNOLOGIES CORPORATION
000 XXXXXXXXXX XXXXX
XXX XXXX, XX 00000
(b) if to the Holder, to such address as the holder has designated in
writing to the "Company".
XXXX XXXXXX
00000 XXXXXX XXX.
XXX XXXXXXX, XX 00000
6. Registration Rights. The common shares reserved for the exercise of
these Warrants will be entitled to piggy back registration rights on any
registration. Additionally, the Warrant holder will have demand registration
rights on the common shares reserved for the exercise of these Warrants after
eighteen months of the issue date of these warrant if no prior registration has
been completed.
7. Headings. The headings of the warrant have been inserted as a matter
of convenience and shall not affect the construction hereof.
8. Applicable Law. The Warrant shall be governed by and construed in
accordance with the laws of the State of California.
9. Enforceability. If any part of this agreement is found to be
unenforceable or invalid it shall no way affect the remainder of this agreement
which shall remain in full force and effect.
IN WITNESS WHEREOF, Environmental Products & Technologies Corporation has
caused this Warrant to be signed by its President and its Secretary this 2ND
day of October, 1995.
Environmental Products & Technologies Corporation
/s/ XXXXXX XXXXX
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Xxxxxx Xxxxx, President
CERTIFICATE NO. TWO
/s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx, Secretary
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