Exhibit 2.2
WARRANT AGREEMENT
DATED AS OF JULY 20, 2001
BY AND BETWEEN
ULTRALIFE BATTERIES, INC.
AND
X.X. XXXXXXXXXX & CO., INC.
WARRANT AGREEMENT
TABLE OF CONTENTS(1)
Page
----
SECTION 1. Warrant Certificates............................................1
SECTION 2. Execution of Warrant Certificates...............................1
SECTION 3. Registration of Transfers and Exchanges.........................1
SECTION 4. Terms of Warrants; Exercise of Warrants.........................2
SECTION 5. Payment of Taxes................................................3
SECTION 6. Mutilated or Missing Warrant Certificates.......................4
SECTION 7. Reservation of Warrant Shares...................................4
SECTION 8. Obtaining Stock Exchange Listings...............................4
SECTION 9. Adjustment of Exercise Price and Number
of Warrant Shares Issuable......................................5
SECTION 10. Fractional Interests............................................6
SECTION 11. Notices to Warrant holders......................................7
SECTION 12. Notices to Company..............................................7
SECTION 13. Supplements and Amendments......................................7
SECTION 14. Successors......................................................7
SECTION 15. Termination.....................................................7
SECTION 16. Governing Law...................................................7
SECTION 17. Benefits of This Agreement......................................7
SECTION 18. Headings; Counterparts..........................................7
----------
1 This Table of Contents does not constitute a part of this Agreement or
have any bearing upon the interpretation of any of its terms or
provisions.
WARRANT AGREEMENT, dated as of July 20, 2001, between Ultralife Batteries
Inc., a Delaware corporation (the "Company"), X.X. Xxxxxxxxxx & Co., Inc. (the
"Agent") and the individual affiliates of the Agent identified on Schedule A
attached hereto (the "Xxxxxxxxxx Affiliates") (the Agent and the Xxxxxxxxx
Affiliates collectively referred to as the "Warrantholders").
WHEREAS, the Company proposes to issue to the Warrantholders Common Stock
Purchase Warrants as hereinafter described (the "Warrants"), to purchase up to
109,000 shares of common stock, par value $.10 per share (the "Common Stock") of
the Company (the Common Stock issuable on exercise of the Warrants being
referred to herein as the "Warrant Shares"), as set forth on Schedule A, in
consideration of the services rendered by the Agent in connection with the
Company's private placement of certain shares of its Common Stock.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereto agree as follows:
SECTION 1. Warrant Certificates. The certificates evidencing the Warrants (the
"Warrant Certificates") to be delivered pursuant to this Agreement shall be in
substantially the form set forth in Exhibit A attached hereto.
SECTION 2. Execution of Warrant Certificates. Warrant Certificates shall be
signed on behalf of the Company by its President or its Chief Financial Officer
and by its Secretary or an Assistant Secretary and shall be dated the date of
signature by the Company. The Company may deem and treat the registered
holder(s) of the Warrant Certificates as the absolute owner(s) thereof
(notwithstanding any notation of ownership or other writing thereon made by
anyone), for all purposes, and the Company shall not be affected by any notice
to the contrary.
SECTION 3. Registration of Transfers and Exchanges.
(a) The Company shall from time to time, subject to the limitations of
Section 4, register the transfer of any portion or all of any outstanding
Warrant Certificate upon the records to be maintained by it for that purpose,
upon surrender thereof duly endorsed or accompanied (if so required by it) by a
written instrument or instruments of transfer in form satisfactory to the
Company, duly executed by the registered holder or holders thereof or by the
duly appointed legal representative thereof or by a duly authorized attorney.
Upon any such registration of transfer, a new Warrant Certificate shall be
issued to the transferee(s) and the surrendered Warrant Certificate shall be
cancelled by the Company.
(b) The Agent agrees, and by receiving a Warrant Certificate, each
Warrant-holder agrees, that prior to any proposed transfer of the Warrant or of
the Warrant Shares, if such transfer is not made pursuant to an effective
Registration Statement under the Securities Act of 1933, as amended (the "Act"),
or an opinion of counsel that the Warrants or Warrant Shares may be transferred
without registration under the Act, the Warrantholder will deliver to the
Company:
(1) an investment covenant reasonably satisfactory to the Company
signed by the proposed transferee;
(2) an agreement by such transferee to the impression of the
restrictive investment legend set forth below on the Warrant or the
Warrant Shares;
(3) an agreement by such transferee to be bound by the provisions of
this Agreement.
The Agent agrees and each Warrantholder agrees that each certificate
representing Warrant Shares will bear a legend in substantially the
following form unless at the time the Warrant is exercised there is an
effective Registration Statement under the Act with respect to the Warrant
Shares:
"The securities evidenced or constituted hereby have been acquired
for investment and have not been registered under the Securities Act
of 1933, as amended. Such securities may not be sold, transferred,
pledged or hypothecated unless the registration provisions of said
Act have been complied with or unless the Company has received an
opinion of counsel reasonably satisfactory to the Company that such
registration is not required."
(c) Subject to the terms of this Agreement, Warrant Certificates may be
exchanged at the option of the holder(s) thereof, when surrendered to the
Company at its principal office, which is currently located at the address
listed in Section 12 hereof, for another Warrant Certificate or other Warrant
Certificates of like tenor and representing in the aggregate a like number of
Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a
written request to the Company, and shall surrender, duly endorsed or
accompanied (if so required by the Company) by a written instrument or
instruments of transfer in form satisfactory to the Company, the Warrant
Certificate or Certificates to be so exchanged. Warrant Certificates surrendered
for exchange shall be cancelled by the Company.
SECTION 4. Terms of Warrants; Exercise of Warrants.
(a) The initial exercise price per share at which Warrant Shares shall be
purchasable upon the exercise of the Warrants (the "Exercise Price") shall be
equal to $6.25 per share. Each Warrant shall be initially exercisable for one
share of Common Stock. Each Warrant Certificate shall represent that number of
Warrants set forth on the Warrant Certificate.
Subject to the terms of this Agreement, each Warrantholder shall have the right,
from the date of issuance of the Warrants until 5:00 p.m., New York City time on
July 20, 2006 (the "Exercise Period"), to receive from the Company the number of
fully paid and nonassessable Warrant Shares which the Warrantholder may at the
time be entitled to receive on exercise of the Warrants and payment of the
Exercise Price then in effect for such Warrant Shares. If not exercised prior to
5:00 p.m., New York City time, on July 20, 2006, the Warrants shall become void
and all rights thereunder and all rights in respect thereof under this Agreement
shall cease as of such time.
(b) The Warrants may be exercised upon surrender to the Company at its
principal office, which is currently located at the address listed in Section 12
hereof, of the Warrant Certificate or Certificates evidencing the Warrants to be
exercised with the form of election to purchase on the reverse thereof duly
filled in and signed, which signature shall be guaranteed by a participant in a
recognized Signature Guarantee Medallion Program and such other documentation as
the Company may reasonably request, and upon payment to the Company for the
account of the Company of the Exercise Price which is set forth in the form of
Warrant Certificate attached hereto as Exhibit A as adjusted as herein provided,
for the number of Warrant Shares in respect of which such Warrants are then
exercised. Subject to the provisions of Section 4(c) hereof, payment of the
aggregate Exercise Price shall be made in cash or by certified or official bank
check payable to the order of the Company in New York Clearing House Funds.
(c) Subject to the time limitations set forth in subsections (i) and (ii)
below, if at the time a Warrantholder exercises any Warrants hereunder, the
Company does not have in effect a current Registration Statement with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), the Warrantholder may choose one of the
following, but not both:
(i) At any time after the initial effectiveness of the Registration
Statement contemplated by Section 8(b), rather than paying the aggregate
Exercise Price in cash or by certified or official bank check in
accordance with provisions of Section 4(b) above, the Warrantholder shall
be entitled to effect a "cashless exercise" as described in this Section
4(c)(i). For the purposes of this Section 4(c)(i), a "cashless exercise"
shall mean an exercise of a Warrant where the payment of the Exercise
Price is made with Warrant Shares issuable upon exercise of a Warrant,
which Warrant Shares shall be
2
valued at the Fair Market Value (as defined below) of the Common Stock on
the date of exercise. For purposes hereof, the "Fair Market Value" of the
Common Stock shall mean the closing price of the Common Stock on the
NASDAQ Stock Market (or any successor stock market) for the day on which
the notice of exercise is sent or delivered. In the event of a Cashless
Exercise, the number of Warrant Shares issuable to the Warrantholder shall
be determined using the following formula:
X = Y (A - B)/A
where: X = the number of Warrant Shares to be issued to the Warrantholder on
exercise:
Y = the number of Warrant Shares purchasable under the Warrants surrendered
A = the Fair Market Value of the Common Stock on the date of exercise; and
B = the then current Exercise Price of the Warrant; or
(ii) At any time after October 18, 2001, upon payment of the
aggregate Exercise Price in cash or by certified or official bank check in
accordance with the provisions of Section 4(b) above, the Warrantholder
shall be entitled to receive from the Company liquidated damages in an
amount equal to 0.25% of the total Exercise Price paid by the holder of
the Warrant Shares upon exercise of the Warrants for each week that the
Registration Statement is not effective, which amount shall be paid to the
Warrantholder at the end of each such week.
(d) Subject to the provisions of Section 5 hereof, upon such surrender of
Warrants and payment of the Exercise Price, the Company shall issue and cause to
be delivered within five business days to and in such name or names as the
Warrantholder may designate a certificate or certificates for the number of full
Warrant Shares issuable upon the exercise of such Warrants; provided, however,
that if any consolidation, merger or lease or sale of assets is proposed to be
effected by the Company as described in subsection (c) of Section 9 hereof, or a
tender offer or an exchange offer for shares of Common Stock of the Company
shall be made, upon such surrender of the Warrants and payment of the Exercise
Price as aforesaid, the Company shall, as soon as possible, but in any event not
later than two business days thereafter, issue and cause to be delivered the
full number of Warrant Shares issuable upon the exercise of such Warrants in the
manner described in this sentence. Such certificate or certificates shall be
deemed to have been issued and any person so designated to be named therein
shall be deemed to have become a holder of record of such Warrant Shares as of
the date of the surrender of such Warrants and payment of the Exercise Price.
(e) The Warrants shall be exercisable, at the election of the holders
thereof, either in full or from time to time in part and, in the event that a
certificate evidencing Warrants is exercised in respect of fewer than all of the
Warrant Shares issuable on such exercise at any time prior to the date of
expiration of the Warrants, a new certificate evidencing the remaining Warrants
will be issued. The Company may assume that any Warrant presented for exercise
is permitted to be so exercised under applicable law and shall have no liability
for acting in reliance on such assumption.
(f) All Warrant Certificates surrendered upon exercise of Warrants shall
be cancelled by the Company.
(g) The Company shall keep copies of this Agreement and any notices given
or received hereunder available for inspection by the Warrantholders with
reasonable prior written notice during normal business hours at its office.
SECTION 5. Payment of Taxes. The Company will pay all documentary stamp taxes
attributable to the initial issuance of Warrant Shares upon the exercise of
Warrants; provided, however, that the Company shall not be required to pay any
tax or taxes which may be payable in respect of any transfer involved in the
issue of any Warrant Certificates or any certificates for Warrant Shares in a
name other than that of the registered holder of a Warrant Certificate
surrendered upon the exercise of a Warrant, and the Company shall not be
required to issue or deliver such Warrant Certificates unless or until the
person
3
or persons requesting the issuance thereof shall have paid to the Company the
amount of such tax or shall have established to the satisfaction of the Company
that such tax has been paid.
SECTION 6. Mutilated or Missing Warrant Certificates. In case any Warrant
Certificate shall be mutilated, lost, stolen or destroyed, the Company may in
its discretion issue, in exchange and substitution for and upon cancellation of
the mutilated Warrant Certificate, or in lieu of and substitution for the
Warrant Certificate lost, stolen or destroyed, a new Warrant Certificate of like
tenor and representing an equivalent number of Warrants, but only upon receipt
of evidence satisfactory to the Company of such loss, theft or destruction of
such Warrant Certificate and indemnity, if requested, also satisfactory to the
Company. Applicants for such substitute Warrant Certificates shall also comply
with such other reasonable regulations and pay such other reasonable charges as
the Company may prescribe.
SECTION 7. Reservation of Warrant Shares.
(a) The Company will at all times reserve and keep available, free from
preemptive rights, out of the aggregate of its authorized but unissued Common
Stock or its authorized and issued Common Stock held in its treasury, for the
purpose of enabling it to satisfy any obligation to issue Warrant Shares upon
exercise of Warrants, the maximum number of shares of Common Stock which may
then be deliverable upon the exercise of all outstanding Warrants.
(b) The Company or, if appointed, the transfer agent for the Common Stock
(the "Transfer Agent") and every subsequent transfer agent for any shares of the
Company's capital stock issuable upon the exercise of any of the rights of
purchase aforesaid will be irrevocably authorized and directed at all times to
reserve such number of authorized shares as shall be required for such purpose.
The Company will keep a copy of this Agreement on file with the Transfer Agent
and with every subsequent transfer agent for any shares of the Company's capital
stock issuable upon the exercise of the rights of purchase represented by the
Warrants. The Company will supply such Transfer Agent with duly executed
certificates for such purposes. The Company will furnish such Transfer Agent a
copy of all notices of adjustments and certificates related thereto, transmitted
to each Warrantholder pursuant to Section 12 hereof.
(c) Before taking any action which would cause an adjustment pursuant to
Section 9 hereof to reduce the Exercise Price below the then par value (if any)
of the Warrant Shares, the Company will take any corporate action which may, in
the opinion of its counsel (which may be counsel employed by the Company), be
necessary in order that the Company may validly and legally issue fully paid and
nonassessable Warrant Shares at the Exercise Price as so adjusted.
(d) The Company covenants that all Warrant Shares which may be issued upon
exercise of Warrants will, upon payment of the Exercise Price therefor and
issue, be fully paid, nonassessable, free of preemptive rights and free from all
taxes, liens, charges and security interests with respect to the issue thereof.
SECTION 8. Obtaining Stock Exchange Listings; Registration of Warrant Shares.
(a) The Company will from time to time take all action which may be
necessary so that the Warrant Shares, immediately upon their issuance upon the
exercise of Warrants, will be listed on the principal securities exchanges and
markets within the United States of America, if any, on which other shares of
Common Stock are then listed.
(b) The Company agrees with the Agent and each Warrantholder to include
the Warrant Shares in the Registration Statement (as defined in that certain
Share Purchase Agreement dated July 19, 2001 (the "Purchase Agreement")) by and
among the Company and the purchasers identified on Schedule A to that Purchase
Agreement required by Section 7 of the Purchase Agreement, and the provisions
set forth in Section 7 of the Purchase Agreement as they relate to the
Registration Statement shall apply with full
4
force and effect to the Warrantholders who shall, for purposes of that Section 7
be deemed Purchasers, and the Warrant Shares to be included in the Registration
Statement, except that with respect to the Warrant Shares, the obligation of the
Company to keep the Registration Statement effective shall expire on the earlier
of (i) the date on which all of the Warrant Shares have been sold pursuant to
the Registration Statement or (ii) July 20, 2007. The indemnification provisions
of Section 7.3 of the Purchase Agreement are hereby incorporated by reference
with each Warrantholder being deemed a Purchaser for purposes of the provisions
of that Section 7.3.
SECTION 9. Adjustment of Exercise Price and Number of Warrant Shares Issuable.
The Exercise Price and the number of Warrant Shares issuable upon the exercise
of Warrants are subject to adjustment from time to time upon the occurrence of
the events enumerated in this Section 9. With respect to any Warrant, no
adjustment to the Exercise Price or to the number of Warrant Shares issuable
upon exercise shall be made for any event enumerated in this Section 9 if the
date as to which the Company committed to undertake such event was prior to such
Warrant's issuance. For purposes of this Section 9, "Common Stock" means shares
now or hereafter authorized of any class of common stock of the Company and any
other stock of the Company, however designated, that has the right (subject to
any prior rights of any class or series of preferred stock) to participate in
any distribution of the assets or earnings of the Company without limit as to
per share amount.
(a) Adjustment for Change in Capital Stock.
If the Company:
(1) pays a dividend or makes a distribution on its Common Stock in
shares of its Common Stock;
(2) subdivides its outstanding shares of Common Stock into a greater
number of shares;
(3) combines its outstanding shares of Common Stock into a smaller
number of shares;
(4) makes a distribution on its Common Stock in shares of its
capital stock other than Common Stock; or
(5) issues by reclassification of its Common Stock any shares of its
capital stock;
then the Warrants in effect immediately prior to such action shall
be proportionately adjusted so that the holder of any Warrant thereafter
exercised may receive the aggregate number and kind of shares of capital
stock of the Company which he would have owned immediately following such
action if such Warrant had been exercised immediately prior to such
action. The adjustment shall become effective immediately after the record
date in the case of a dividend or distribution and immediately after the
effective date in the case of a subdivision, combination or
reclassification. Such adjustment shall be made successively whenever any
event listed above shall occur.
(b) When De Minimis Adjustment May Be Deferred.
No adjustment in the Exercise Price need be made unless the adjustment would
require an increase or decrease of at least 1% in the Exercise Price. Any
adjustments that are not made shall be carried forward and taken into account in
any subsequent adjustment.
All calculations under this Section 9 shall be made to the nearest cent or to
the nearest 1/100th of a share, as the case may be.
5
(c) Reorganization of Company.
If the Company consolidates or merges with or into, or transfers or leases all
or substantially all its assets to (each, a "Reorganization Transaction"), any
person, upon consummation of such transaction the Warrants shall automatically
become exercisable for the kind and amount of securities, cash or other assets
which the holder of the Warrants would have owned immediately after the
consolidation, merger, transfer or lease if the holder had exercised the
Warrants immediately before the effective date of the Reorganization
Transaction.
(d) When Issuance or Payment May Be Deferred.
In any case in which this Section 9 shall require that an adjustment in the
Exercise Price be made effective as of a record date for a specified event, the
Company may elect to defer until the occurrence of such event issuing to the
holder of any Warrant exercised after such record date the Warrant Shares and
other capital stock of the Company, if any, issuable upon such exercise over and
above the Warrant Shares and other capital stock of the Company, if any,
issuable upon such exercise on the basis of the Exercise Price; provided,
however, that the Company shall deliver to such holder a due xxxx or other
appropriate instrument evidencing such holder's right to receive such additional
Warrant Shares and other capital stock upon the occurrence of the event
requiring such adjustment.
(e) Adjustment in Number of Shares.
Upon each event that provides for an adjustment of the Exercise Price pursuant
to this Section 9, each Warrant outstanding prior to the making of the
adjustment shall thereafter evidence the right to receive upon payment of the
adjusted Exercise Price that number of shares of Common Stock obtained from the
following formula:
N' = N x E
-
E'
where:
N'= the adjusted number of Warrant Shares issuable upon exercise of a
Warrant by payment of the adjusted Exercise Price.
N = the number of Warrant Shares previously issuable upon exercise of
a Warrant by payment of the Exercise Price prior to adjustment.
E'= the adjusted Exercise Price.
E = the Exercise Price prior to adjustment.
(f) Form of Warrants.
Irrespective of any adjustments in the Exercise Price or the number or kind of
shares purchasable upon the exercise of Warrants, Warrants theretofore or
thereafter issued may continue to express the same price and number and kind of
shares as are stated in the Warrants initially issuable pursuant to this
Agreement.
6
SECTION 10. Notices to Warrant Holders. Upon any adjustment of the Exercise
Price pursuant to Section 9, the Company shall promptly thereafter, or within
five days, cause to be given to each of the registered holders of the Warrant
Certificates at his address appearing on the Warrant register written notice of
such adjustments by first-class mail, postage prepaid. Where appropriate, such
notice may be given in advance and included as a part of the notice required to
be mailed under the other provisions of this Section 10.
SECTION 11. Notices to Company. Any notice or demand authorized by this
Agreement to be given or made by the registered holder of any Warrant
Certificate to or on the Company shall be sufficiently given or made when and if
deposited in the mail, first class or registered, postage prepaid, addressed
(until another address is provided in writing by the Company), as follows:
Ultralife Batteries, Inc.
0000 Xxxxxxxxxx Xxxxxxx
Xxxxxx, XX 00000
Facsimile No.: 000-000-0000
Attn: Xxxxxx X. Xxxxxxxx, Vice President of
Finance and Chief Financial Officer
SECTION 12. Supplements and Amendments. The Company may from time to time
supplement or amend this Agreement (a) without the approval of any holders of
Warrant Certificates in order to cure any ambiguity or to correct or supplement
any provision contained herein which may be defective or inconsistent with any
other provision herein, or to make any other provisions in regard to matters or
questions arising hereunder which the Company may deem necessary or desirable
and which shall not in any way adversely affect the interests of the holders, or
(b) with the approval of the holders of a majority of the Warrants outstanding.
SECTION 13. Successors. All the covenants and provisions of this Agreement by or
for the benefit of the Company shall be binding and inure to the benefit of its
respective successors and assigns hereunder. For the purposes of this Agreement,
Warrantholders shall mean any individual identified on Schedule A and any
permitted successor or assign of such Warrantholder who has properly received a
Warrant Certificate in accordance with the provisions of this Agreement.
SECTION 14. Termination. This Agreement will terminate on any earlier date if
all Warrants have been exercised or expired without exercise; subject, however,
to the provision that the provisions of Section 8(b) shall survive the
termination of this Agreement.
SECTION 15. Governing Law. This Agreement and each Warrant Certificate issued
hereunder shall be deemed to be a contract made under the laws of the State of
New York and for all purposes shall be construed in accordance with the internal
laws of said State.
SECTION 16. Benefits of This Agreement. Nothing in this Agreement shall be
construed to give to any person or corporation other than the Company, the Agent
and the registered holders of the Warrant Certificates any legal or equitable
right, remedy or claim under this Agreement. This Agreement shall be for the
sole and exclusive benefit of the Company and the registered holders of the
Warrant Certificates. The Agent agrees to obtain the signatures of all
Warrantholders identified on Schedule A hereto on counterparts of this Agreement
and deliver such counterpart signature pages promptly to the Company. No
Warrantholder shall be entitled to the benefits of this Agreement until he has
signed a counterpart of this Agreement.
SECTION 17. Headings; Counterparts. The headings and captions contained herein
are for convenience of reference only and shall not control or affect the
meaning or construction of any provision hereof. This Agreement may be executed
in any number of counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.
[Signature Page Follows]
7
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the day and year first above written.
Ultralife Batteries, Inc.
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------
Xxxxxx X. Xxxxxxxx
Vice President of Finance and
Chief Financial Officer
X.X. XXXXXXXXXX & CO., INC.
By: /s/Xxxx Xxxxxx
--------------------------
Xxxx Xxxxxx
Managing Director
8
EXHIBIT A
[Form of Warrant Certificate]
[Face]
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. SAID SECURITIES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER
SAID ACT.
EXERCISABLE ON OR BEFORE 5:00 P.M. NEW YORK CITY TIME ON JULY 20, 2006.
No. _____
Warrant Certificate
Ultralife Batteries, Inc.
This Warrant Certificate certifies that ________________________, or registered
assigns, is the registered holder of ________Warrants expiring July 20, 2006
(the "Warrants") to purchase Common Stock, $.10 par value (the "Common Stock"),
of Ultralife Batteries, Inc., a Delaware corporation (the "Company"). Each
Warrant entitles the holder upon exercise to receive from the Company on or
before 5:00 p.m. New York City Time on July 20, 2006 that number of fully paid
and nonassessable shares of Common Stock (each, a "Warrant Share") as set forth
below at the exercise price (the "Exercise Price") as determined pursuant to the
Warrant Agreement referenced below payable in lawful money of the United States
of America upon surrender of this Warrant Certificate and payment of the
Exercise Price at the office of the Company, but only subject to the conditions
set forth herein and in the Warrant Agreement referred to on the reverse hereof.
The Exercise Price and number of Warrant Shares issuable upon exercise of the
Warrants are subject to adjustment upon the occurrence of certain events set
forth in the Warrant Agreement.
Each Warrant is initially exercisable for one share of Common Stock. The initial
Exercise Price for any Warrant shall be $6.25. No warrant may be exercised after
5:00 p.m. New York City Time on July 20, 2006 and to the extent not exercised by
such time such Warrants shall become void.
Reference is hereby made to the further provisions of this Warrant Certificate
set forth on the reverse hereof and such further provisions shall for all
purposes have the same effect as though fully set forth at this place.
This Warrant Certificate shall be governed and construed in accordance with the
internal laws of the State of New York.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be signed
by its President or Chief Financial Officer and by its Secretary or Assistant
Secretary.
ULTRALIFE BATTERIES, INC.
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
2
[Form of Warrant Certificate]
[Reverse]
The Warrants evidenced by this Warrant Certificate are part of a duly authorized
issue of Warrants expiring July 20, 2006 entitling the holder on exercise to
receive shares of Common Stock, par value $.10 per share, of the Company (the
"Common Stock") and are issued or to be issued pursuant to a Warrant Agreement,
dated as of July 20, 2001 (the "Warrant Agreement"), duly executed and delivered
by the Company, which Warrant Agreement is hereby incorporated by reference in
and made a part of this instrument and is hereby referred to for a description
of the rights, limitation of rights, obligations, duties and immunities
thereunder of the Company and the holders (the words "holders" or "holder"
meaning the registered holders or registered holder) of the Warrants. A copy of
the Warrant Agreement may be obtained by the holder hereof upon written request
to the Company.
Warrants may be exercised at any time on or before 5:00 p.m. New York City time
on July 20, 2006. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of
election to purchase set forth hereon properly completed and executed, together
with payment of the Exercise Price as specified in the Warrant Agreement at the
office of the Company. In the event that upon any exercise of Warrants evidenced
hereby the number of Warrants exercised shall be less than the total number of
Warrants evidenced hereby, there shall be issued to the holder hereof or his
assignee a new Warrant Certificate evidencing the number of Warrants not
exercised. No adjustment shall be made for any dividends on any Common Stock
issuable upon exercise of this Warrant.
The Warrant Agreement provides that upon the occurrence of certain events the
Exercise Price set forth on the face hereof may, subject to certain conditions,
be adjusted. If the Exercise Price is adjusted, the Warrant Agreement provides
that the number of shares of Common Stock issuable upon the exercise of each
Warrant shall be adjusted. No fractions of a share of Common Stock will be
issued upon the exercise of any Warrant.
The holders of the Warrants are entitled to certain registration rights with
respect to the Warrant Shares purchasable upon exercise thereof as set forth in
full in the Warrant Agreement.
Warrant Certificates, when surrendered at the office of the Company by the
registered holder thereof in person or by legal representative or attorney duly
authorized in writing, may be exchanged, in the manner and subject to the
limitations provided in the Warrant Agreement, but without payment of any
service charge, for another Warrant Certificate or Warrant Certificates of like
tenor evidencing in the aggregate a like number of Warrants.
Upon due presentation for registration of transfer of this Warrant Certificate
at the office of the Company a new Warrant Certificate or Warrant Certificates
of like tenor and evidencing in the aggregate a like number of Warrants shall be
issued to the transferee(s) in exchange for this Warrant Certificate, subject to
the limitations provided in the Warrant Agreement, without charge except for any
tax or other governmental charge imposed in connection therewith.
The Company may deem and treat the registered holder(s) thereof as the absolute
owner(s) of this Warrant Certificate (notwithstanding any notation of ownership
or other writing hereon made by anyone), for the purpose of any exercise hereof,
of any distribution to the holder(s) hereof, and for all other purposes, and the
Company shall not be affected by any notice to the contrary. Neither the
Warrants nor this Warrant Certificate entitles any holder hereof to any rights
of a stockholder of the Company.
3
Election to Purchase
(to be executed upon exercise of warrant)
The undersigned hereby irrevocably elects to exercise the right, represented by
this Warrant Certificate, to receive __________ shares of Common Stock and
herewith tenders payment for such shares to the order of Ultralife Batteries,
Inc. in the amount of $______ in accordance with the terms hereof. The
undersigned requests that a certificate for such shares be registered in the
name of ________________, whose address is __________________________ and that
such shares be delivered to ________________ whose address is ___________
______________________. If said number of shares is less than all of the shares
of Common Stock purchasable hereunder, the undersigned requests that a new
Warrant Certificate representing the remaining balance of such shares be
registered in the name of ______________, whose address is
_________________________, and that such Warrant Certificate be delivered to
_________________, whose address is __________________.
Signature:
Date:
Signature Guaranteed:
4
