Exhibit 4.3
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"), and Continental Stock Transfer & Trust
Company, as warrant agent (the "Warrant Agent").
W I T N E S S E T H
WHEREAS, the Company proposes to issue Class A Warrants as hereinafter
described (the "Warrants"), to purchase up to an aggregate of 2,300,000 shares
of Common Stock of the Company, par value $.10 per share, in connection with the
public offering (the "IPO") by the Company under Registration Statement No. 333-
of up to 2,300,000 Units (the Units"), each Unit consisting of one ordinary
share and one Warrant, including Units to be issued upon exercise of the
Underwriters' overallotment option;
WHEREAS, RAS Securities Corp., a New York corporation, has acted as the
representative of the underwriters int he IPO;
WHEREAS, the Company proposes to issue up to an additional 200,000
Warrants upon exercise of the Representative's Warrant being issued to the
Representative in the IPO;
WHEREAS, the Company proposes to issue up to an additional 250,000
Warrants upon the automatic conversion of the warrants issued pursuant to that
certain Warrant Agreement dated January 27, 1998 by and among the company, the
Warrant Agent and the Representative;
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 and the Warrant Agent, 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 20,000,000 authorized shares, par value $.10 per
share.
(b) "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.
(c) "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.
(d) "Initial Warrant Exercise Date" shall mean ______, 1999.
(e) "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 $___ 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.
(f) "Registrable Securities" shall mean the Conversion
Warrants and the shares of Common Stock for which the Conversion
Warrants are exercisable.
(g) "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.
(h) "Transfer Agent" shall mean Continental Stock Transfer and
Trust Company, as the Company's transfer agent, or its authorized
successor, as such.
(i) "Warrant Expiration Date" shall mean 5:00 P.M. (New York
time) on , 2003; 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.
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(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 2,750,000
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.
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
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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 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). Market price
shall be determined in accordance with the provisions of Section 10.
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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 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.
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(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 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 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
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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 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
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mail 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 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
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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 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
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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
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) 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
(ii) 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
(iii) 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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(iv) 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 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.
12
(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. Purchase of the Warrants by the Company.
(a) The Company shall have the right, except as limited by
law, other agreements or herein, to redeem all, but not less than all,
of the Warrants then issued and outstanding, upon written notice to the
holders thereof given at least 30 days in advance, for a redemption
price per Warrant equal to $.05: provided that such right of redemption
shall not commence until , 2000; and provided further, that the
Company shall not have the right to redeem any Warrants unless the
average closing bid price for the shares of Common Stock (or the
closing price if such shares are traded on a national securities
exchange) for the 20 consecutive business days ending 10 days prior to
the date of the notice of redemption, averages at least $8.25 per share
(subject to adjustment to the same extent as the Purchase Price is
adjusted in accordance with the provisions of Section 8 hereof.
(b) In the event the Company shall redeem, purchase or
otherwise acquire Warrants, the same shall thereupon be delivered to
the Warrant Agent and be canceled by it and retired. The Warrant Agent
shall cancel any Warrant surrendered for exchange, substitution,
transfer or exercise in whole or in part.
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
13
(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 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 Warrant Holders. 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
14
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 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.
15
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 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
16
new warrant agent shall be a party or any corporation succeeding to 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 any
adjustment pursuant to Section 8; 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, with a copy of
all notices to RAS, at RAS Securities Corp., 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx
00000-0000, Attention: Xxxxxxxx Xxxxxxxx, with a copy to Xxxxxx X. Xxxxxxxx,
Xxxxxxxxx*Xxxxxxx*Xxxxxx*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.
17
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; or (ii) 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.
18
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:___________________________
CONTINENTAL STOCK TRANSFER &
TRUST COMPANY
By: ___________________________
Name: ___________________________
Title:___________________________
19
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. AW- Warrants
VOID AFTER ______________ __, 2003
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, $.10 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 _____________ __, 1999 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 $6.00 for each Warrant
(the "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 ____________ ___, 1998, by and among the
Company and the Warrant Agent (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 Warrants represented hereby, the
Company shall cancel this Warrant Certificate upon the surrender
W-1
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.
The term "Expiration Date" shall mean 5:00 P.M. (New York time) on
____________ __, 2003. 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 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.
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.
W-2
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed, manually or in facsimile by two of its officers thereunto duly
authorized and a facsimile of its corporate seal to be imprinted hereon.
Dated: ________________, 199__
C.W. CHEMICAL WASTE
TECHNOLOGIES LIMITED
By: ___________________________
Name: ___________________________
Title:___________________________
By: ___________________________
Name: ___________________________
Title:___________________________
[seal]
CONTINENTAL STOCK TRANSFER
AND TRUST COMPANY
By: ___________________________
Name: ___________________________
Title:___________________________
W-3
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]
W-4
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.
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-5
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_____________________
Signature Guaranteed
_____________________
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-6
