WARRANT AGREEMENT
WARRANT AGREEMENT, dated as of this 30th day of January
1997, between ROM TECH, INC., corporation (the "Company"), and PJM Trading
Company (the "Holder").
W I T N E S S E T H:
WHEREAS, the Company desires to provide for the
issuance of a Warrant to the Holder upon the terms and conditions provided
herein.
NOW, THEREFORE, in consideration of the premises
and the mutual agreements hereinafter set forth, 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) "Affiliate" shall mean any person or
entity who controls, is controlled by or is under common control with, the
Company. For purposes of this definition, "control" means the power to direct
the management and policies of any person or entity, directly or indirectly,
whether through the ownership of securities, by contract or otherwise.
(b) "Average Quoted Price" of a share of
Common Stock is the average of the closing bid price for the period in
question of the Common Stock as reported on the Nasdaq SmallCap Market, or the
primary securities exchange on which the Common Stock is then quoted;
provided, however, that if the Common Stock is neither traded on the Nasdaq
SmallCap Market nor on any other securities exchange, the price referred to
above shall be the closing bid price reflected in the over-the-counter market
as reported by the National Quotation Bureau, Inc. or any organization
performing a similar function.
(c) "Common Stock" shall mean the common
stock of the Company, without par value.
(d) "Exercise Date" shall mean the date on
which the Company shall have received both (i) the Warrant Certificate
representing this Warrant, with the exercise form thereon duly executed by the
Holder hereof or his attorney duly authorized in writing, and (ii) payment in
cash or by check made payable to the Company, of the amount in lawful money of
the United States of America equal to the applicable Purchase Price or payment
as provided in Section 4 hereof.
(e) "Initial Warrant Exercise Date" shall
mean July 30, 1997.
(f) "Market Price" per share of Common
Stock on any date means the Average Quoted Price of a share of Common Stock
for the thirty consecutive trading days commencing forty-five (45) trading
days before the date in question . In the absence of one or more such
quotations, the Company shall determine the Market Price in good faith, based
on the best information available to it.
(g) "Purchase Price" shall mean, subject
to modification and adjustment as provided in Section 8, $6.00 and further
subject to the Company's right, in its sole discretion, to decrease the
Purchase Price for a period of not less than 30 days on not less than 30 days'
prior written notice to the Registered Holder.
(h) "Registered Holder" shall mean the
person in whose name any certificate representing the Warrants shall be
registered on the books maintained by the Company pursuant to Section 6.
(i) "Subsidiary" or Subsidiaries" shall
mean any corporation or corporations, as the case may be, of which stock
having ordinary power to elect a majority of the Board of Directors of such
corporation (regardless of whether or not at the time stock of any other class
or classes of such corporation shall have or may have voting power by reason
of the happening of any contingency) is at the time directly or indirectly
owned by the Company or by one or more Subsidiaries, or by the Company and one
or more Subsidiaries.
(j) "Warrant Certificate" shall mean a
certificate representing each of the Warrants substantially in the form
annexed hereto as Exhibit A.
(k) "Warrant Expiration Date" shall mean
5:00 p.m. (Eastern Standard Time) on January 30, 2002 or, if such date shown
in the Commonwealth of Pennsylvania be a holiday or a day on which banks are
authorized to close, then 5:00 p.m. (Eastern Standard Time) on the next
following day which in the Commonwealth of Pennsylvania is not a holiday or a
day on which banks are authorized to close, subject to the Company's right,
prior to the Warrant Expiration Date, in its sole discretion, to extend such
Warrant Expiration Date on five business days prior written notice to the
Registered Holders.
SECTION 2. Warrants and Issuance of Warrant
Certificates.
(a) One Warrant shall initially entitle
the Registered Holder of the Warrant Certificate representing such Warrant to
purchase at the Purchase Price therefor, beginning on the Initial Warrant
Exercise Date until the Warrant Expiration Date, one share of Common Stock
upon the exercise thereof, subject to modification and adjustment as provided
in Section 8.
(b) Upon execution of this Agreement,
Warrant Certificates representing 177,988 Warrants to purchase up to an
aggregate of 177,988 shares of Common Stock
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(subject to modification and adjustment as provided in Section 8 shall be
executed by the Company and delivered to the Holder.
(c) From time to time, up to the Warrant
Expiration Date, as the case may be, the Company shall countersign and deliver
Warrant Certificates in required denominations of one or whole number
multiples thereof to the person entitled thereto in connection with any
transfer or exchange permitted under this Agreement. Except as provided in
Section 7 hereof, no Warrant Certificates shall be issued except (i) Warrant
Certificates initially issued pursuant to Section 2(b) hereof, (ii) Warrant
Certificates issued upon any transfer or exchange of Warrants, (iii) Warrant
Certificates issued in replacement of lost, stolen, destroyed or mutilated
Warrant Certificates pursuant to Section 7, and (iv) at the option of the
Company, Warrant Certificates in such form as may be approved by its Board of
Directors, to reflect any adjustment or change in the Purchase Price, the
number of shares of Common Stock purchasable upon exercise of the Warrants
therefor made pursuant to Section 8 hereof.
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 or engraved 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 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).
(b) Warrant Certificates shall be executed
on behalf of the Company by its Chairman of the Board, President or any Vice
President and by its Treasurer or an Assistant Treasurer or its Secretary or
an Assistant Secretary, by manual signatures or by facsimile signatures
printed thereon, and shall have imprinted thereon a manual or a facsimile of
the Company's seal.
SECTION 4. Exercise.
(a) (1) Warrants in denominations of one
or whole number multiples thereof may be exercised commencing at any time on
or after the Initial Warrant Exercise Date, but not after the Warrant
Expiration Date, upon the terms and subject to the conditions set forth herein
(including the provisions set forth in Section 5 hereof) 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, provided that
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, together with payment in cash or by check made payable
to the Company, of an amount in lawful money of the United States of America
equal to the applicable Purchase Price
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has been received in good funds by the Company. The person entitled to receive
the securities deliverable upon such exercise shall be treated for all
purposes as the holder of such securities as of the close of business on the
Exercise Date. If more than one Warrant Certificate shall be exercised at one
time by the same Registered Holder, the number of full shares of Common Stock
which shall be issuable upon exercise thereof shall be computed on the basis
of the aggregate number of full shares of Common Stock issuable upon such
exercise. As soon as practicable on or after the Exercise Date and in any
event with ten business days after such date, the Company shall cause to be
issued to the person or persons entitled to receive the same a Common Stock
certificate or certificates for the shares of Common Stock deliverable upon
such exercise, and the Company shall deliver the same to the person or persons
entitled thereto.
(b) The Company shall be not obligated to
issue any fractional share interests or fractional Warrant interests upon the
exercise of any Warrant or Warrants, nor shall it be obligated to issue scrip
or pay cash in lieu of fractional interests. Any fraction equal to or greater
than one-half shall be rounded up to the next full share or Warrant, as the
case may be, any fraction less than one-half shall be eliminated.
SECTION 5. Reservation of Shares: Listing of
Taxes; etc.
(a) The Company covenants that it will 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 shall, at the time of
delivery thereof and upon payment of the Purchase Price with respect thereto,
be duly and validly issued and fully paid and nonassessable and free from all
preemptive or similar rights, taxes, liens and charges with respect to the
issue, thereof except for taxes and other charges payable by the holder as
provided in Section 5(b), and that upon issuance such shares shall be listed
on each securities exchange, if any, on which the other shares of outstanding
Common Stock of the Company are then listed.
(b) 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
of Common Stock upon exercise of the Warrants; provided, however, that if
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, (provided that such issuance is permitted under any
applicable federal or state securities laws) then no such delivery shall be
made unless the person requesting the same has paid to the Company the amount
of transfer taxes or charges incident thereto, if any.
SECTION 6. Exchange and Registration of Transfer
(a) Warrant Certificates may be exchanged
for other Warrant Certificates representing an equal aggregate number of
Warrants, or, subject to the limitations set
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forth in Section 6 (g) hereof, may be transferred in whole or in part. Warrant
Certificates to be so exchanged shall be surrendered to the Company at 0000
Xxxxx Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxxxxx 00000, to the
attention of Xxxxxx X. Xxxxx, and the Company shall execute, issue and deliver
in exchange therefor to the Registered Holder a new Warrant Certificate or
Certificates representing an equal aggregate number of Warrants.
(b) The Company shall keep, at such
office, books in which, subject to such reasonable regulations as it may
prescribe, it shall register Warrant Certificates, and the transfer thereof.
Upon due presentment for registration of transfer of any Warrant Certificate
at such office, the Company shall execute and shall issue and deliver to the
Registered Holder a new Warrant Certificate or Certificates representing an
equal aggregate number of Warrants.
(c) With respect to any Warrant
Certificates presented for registration or transfer, or for exchange or
exercise, the subscription or assignment form accompanying the Warrant
Certificate(s), as the case may be, attached thereto shall be duly endorsed or
be accompanied by a written instrument or instruments of transfer or
subscription, in form satisfactory to the Company and the Warrant Agent, duly
executed by the Registered Holder thereof or his attorney duly authorized in
writing.
(d) No service charge shall be made for
any exchange of registration or transfer of Warrant Certificates. However, the
Company may require payment 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 shall be promptly canceled by the Company.
(f) Prior to due presentment for
registration or transfer thereof, the Company may deem and treat the
Registered Holder of any Warrant Certificate as the absolute owner thereof of
each Warrant represented thereby (notwithstanding any notations of ownership
or writing thereon made by anyone other than the Company) for all purposes and
shall be affected by any notice to the contrary.
(g) The Warrants represented by the
Warrant Certificates may not be exercised nor may any interest in the Warrants
represented by the Warrant Certificates be sold, assigned, pledged,
hypothecated, encumbered or in any other manner transferred or disposed of, in
whole or in part, except in compliance with applicable United States federal
and state securities or Blue Sky laws and the terms and conditions hereof.
Each Warrant Certificate shall bear the legend set forth in Section 14 hereof.
Each share of Common Stock issued upon exercise of the Warrants shall bear a
legend substantially in the form set forth in Section 14 hereof. Any Warrant
Certificate issued at any time in exchange or substitution for any Warrant
Certificate bearing such legend shall also bear such legend unless, in the
opinion of legal counsel for the Company, the Warrants
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represented thereby need no longer be subject to the restriction contained
herein. The provisions of this Section 6 (g) shall be binding upon all
subsequent holders of Warrant Certificates.
SECTION 7. Loss or Mutilation. Upon receipt by the
Company of evidence satisfactory to it to the ownership of the loss, theft,
destruction or mutilation of any Warrant Certificate and (in the case of loss,
theft or destruction) of indemnity satisfactory to them, and (in case of
mutilation) upon surrender and cancellation thereof, the Company shall execute
and deliver in lieu thereof a new Warrant Certificate to the Registered Holder
thereof representing an equal aggregate number of Warrants. Applicants for a
substitute Warrant Certificate shall also comply with such other reasonable
regulations and pay such other charges as the Company may prescribe.
SECTION 8. Adjustment of Purchase Price and NumbeR
of Shares of Common Stock Deliverable.
(a) (i) Except as hereinafter provided, 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 Purchase Price 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 for the Warrants (whether or not the same shall be issued
and outstanding) in effect immediately prior to such Change of Shares shall be
changed to a price (including any applicable fraction of a cent to the nearest
cent) equal to the following:
NPP = (OB x OPP) + (NS x NSP)
-------------------------------
OA
where:
NPP = the New Purchase Price
OPP = the existing Purchase Price immediately before the new issue
OB = the total outstanding shares of Common Stock immediately before
Change of Shares
NS = number of shares sold or issued pursuant to the Change of Shares
NSP = price per share of new issue
OA = the total outstanding shares of Common Stock immediately after
the Change of Shares
provided, however, that in no event shall the Purchase Price be adjusted
pursuant to this computation to an amount in excess of the Purchase Price in
effect immediately prior to such computation, except in the case of a
combination of outstanding shares of Common Stock.
For the purposes of any adjustment to be made in
accordance with this Section 8 (a) the following provisions shall be
applicable:
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(A) In case of the issuance or
sale of shares of Common Stock (or of other securities deemed hereunder to
involve the issuance or sale of shares of Common Stock) for a consideration
part or all of which shall be cash, the amount of the cash portion of the
consideration therefor deemed to have been received by the Company shall be
(i) the subscription price, if shares of Common Stock are offered by the
Company for subscription, or (ii) the public offering price (before deducting
therefrom any compensation paid or discount allowed in the sale, underwriting
or purchase thereof by underwriters or dealers or others performing similar
services), if such securities are sold to underwriters or dealers for public
offering without a subscription offering, or (iii) the gross amount of cash
actually received by the Company for such securities in any other case, in
each case, without deduction for any expenses incurred by the Company in
connection with such transaction.
(B) In case of the issuance or
sale (otherwise than as a dividend or other distribution on any stock of the
Company) of shares of Common Stock (or of other securities deemed hereunder to
involve the issuance or sale of shares of Common Stock) for a consideration
part or all of which shall be other than cash, the amount of the consideration
therefor other than cash deemed to have been received by the Company shall be
the value of such consideration as determined in good faith by the Board of
Directors of the Company.
(C) Shares of Common Stock
issuable by way of dividend or other distribution on any stock of the Company
shall be deemed to have been issued immediately after the opening of business
on the day following the record date for the determination of shareholders
entitled to receive such dividend or other distribution and shall be deemed to
have been issued without consideration.
(D) The reclassification of
securities of the Company other than shares of Common Stock into securities
including shares of Common Stock shall be deemed to involve the issuance of
such shares of Common Stock for a consideration other than cash immediately
prior to the close of business on the date fixed for the determination of
security holders entitled to receive such shares, and the value of the
consideration allocable to such shares of Common Stock shall be determined as
provided in subsection (B) of this Section 8(a).
(E) The number of shares of
Common Stock at any one time outstanding shall be deemed to include the
aggregate maximum number of shares issuable (subject to readjustment upon the
actual issuance thereof) upon the exercise of options, rights or warrants and
upon the conversion or exchange of convertible or exchangeable securities.
(ii) Upon each adjustment of the Purchase
Price pursuant to this Section 8, the number of shares of Common Stock
purchasable upon the exercise of each Warrant shall be the number derived by
multiplying the number of shares of Common Stock purchasable immediately prior
to such adjustment by the Purchase Price in effect prior to such adjustment
and dividing the product so obtained by the applicable adjusted Purchase
Price.
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(b) Except as hereinafter provided, in
case the Company shall at any time after the date hereof issue options, rights
or warrants to subscribe for shares of Common Stock (whether as part of a
package of securities such as units, or otherwise, herein "Units"), or issue
any securities convertible into or exchangeable for shares of Common Stock,
for a consideration per share (determined as provided in Section 8(a) and as
provided below) less than the Purchase Price in effect immediately prior to
the earlier of the issuance of such options, rights or warrants, or such
convertible or exchangeable securities or the record date therefor, or without
consideration (including the issuance of any such securities by way of
dividend or other distribution), the Purchase Price for the Warrants (whether
or not the same shall be issued and outstanding) in effect immediately prior
to the issuance of such options, Units, rights or warrants, or other such
convertible or exchangeable securities, as the case may be, shall be reduced
to a price determined by making the computation in accordance with the
provisions of Section 8(a) hereof, provided that:
(A) The aggregate maximum number
of shares of Common Stock, as the case may be, issuable or that may become
issuable under such options, rights, Units or warrants (assuming exercise in
full even if not then currently exercisable or currently exercisable to full)
shall be deemed to be issued and outstanding at the time such options, rights,
Units, or warrants were issued, for a consideration equal to the minimum
purchase or exercise price per share provided for in such options, rights or
warrants at the time of issuance, plus the consideration, if any, received by
the Company upon the issuance of such options, rights, Units or warrants
(without deduction for expenses incurred or amounts paid to any underwriter by
the Company in connection with such issuance); provided, however, that upon
the expiration or other termination of such options, rights or warrants, if
any thereof shall not have been exercised, the number of shares of Common
Stock deemed to be issued and outstanding pursuant to this subsection (A) (and
for the purposes of subsection (E) of Section 8(a) hereof) shall be reduced by
the number of shares as to which options, warrants and/or rights outstanding,
and the Purchase Price then in effect shall forthwith be readjusted and
thereafter be the price that it would have been had adjustment been made on
the basis of the issuance only of the shares actually issued plus the shares
remaining issuable upon the exercise of those options, rights or warrants as
to which the exercise rights shall not have expired or terminated unexercised.
(B) The aggregate maximum number
of shares of Common Stock issuable or that may become issuable upon conversion
or exchange of any convertible or exchangeable securities (assuming conversion
or exchange in full even if not then currently convertible or exchangeable in
full) shall be deemed to be issued and outstanding at the time of issuance of
such securities, for a consideration equal to the consideration received by
the Company upon the issuance of such securities (without deduction for
expenses incurred or amounts paid to any underwriter in connection with such
issuance), plus the minimum consideration, if any, receivable by the Company
upon the conversion or exchange thereof; provided, however, that upon the
termination of the right to convert to or exchange such convertible or
exchangeable securities (whether by reason or redemption or otherwise), the
number of shares of Common Stock deemed to be issued and outstanding pursuant
to this subsection (B) (and for the purposes of subsection (E) of Section 8(a)
hereof) shall be reduced by the number of shares as to which the conversion or
exchange rights shall
8
have expired or terminated unexercised, and such number of shares shall no
longer be deemed to be issued only of the shares actually issued plus the
shares remaining issuable upon conversion or exchange rights shall not have
expired or terminated unexercised.
(C) If any change shall occur in
the price per share provided for in any of the options, rights or warrants
referred to in subsection (A) of this Section 8(b), or in the price per share
or ratio at which the securities referred to in subsection (A) of this Section
8(b) are convertible or exchangeable (in either case, other than changes in
such prices or ratios arising pursuant to antidilution adjustments in such
options, rights, Units, warrants or convertible or exchangeable securities or
the instruments pursuant to which they were issued, provided that such
options, rights, warrants, convertible or exchangeable securities or
instruments pursuant to which they were issued do not contain antidilution
provisions any more favorable to the holder thereof than those contained
herein) such options, rights, Units, or warrants or conversion or exchange
rights, as the case may be, to the extent not theretofore exercised, shall be
deemed to have expired or terminated on the date when such price change became
effective in respect of shares not theretofore issued pursuant to the exercise
or conversion or exchange thereof, and the Company shall be deemed to have
issued upon such date new options, rights, Units or warrants or convertible or
exchangeable securities.
(c) In case of any reclassification or
change of outstanding shares of Common Stock issuable upon exercise of the
Warrants (other than a change in par value, or from par value to no par value,
or from no par value to par value or as a result of subdivision or
combination), or in case of any consolidation or merger of the Company with or
into another corporation (other than a merger in which the Company is the
continuing corporation and which does not result in any reclassification or
change of the then outstanding shares of Common Stock or other capital stock
issuable upon exercise of the Warrants (other than a change in par value or
from par value or to no par value, or from no par value to par value or as a
result of subdivision or combination)) or in case of any sale or conveyance to
another corporation of the property of the Company as an entirety or
substantially as an entirety, then, as a condition of such reclassification,
change, consolidation, merger, sale or conveyance, the Company, or such
successor or purchasing corporation, as the case may be, shall make lawful and
adequate provision whereby the Registered Holder of each Warrant shall have
the right thereafter to receive on exercise of such Warrant the kind and
amount of securities and property receivable upon such reclassification,
change, consolidation, merger, sale or conveyance by a holder of the number of
securities issuable upon exercise of such Warrant immediately prior to such
reclassification, change, consolidation, merger, sale or conveyance. Such
provisions shall include provision for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in Sections
8(a) and (b). The above provisions of this Section 8(c) shall similarly apply
to successive reclassification and changes of 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
9
issue new Warrant Certificates pursuant to Section 2(e) 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 thereunder 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 will promptly prepare a
certificate signed by the Chairman or President, and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary, of the Company
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 (ii) a brief statement of the facts accounting for such
adjustment. The Company will cause a brief summary thereof to be sent by
ordinary first class mail to each Registered Holder at his last address as it
shall appear on the books of the Company. 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 the
Secretary or an Assistant Secretary 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) No adjustment of the Purchase Price or
in the number of shares of Common Stock issuable upon exercise of the Warrants
shall be made as a result of or in connection with (A) the issuance or sale of
shares of Common Stock pursuant to options, warrants and convertible or
exchangeable securities outstanding or in effect or provided for on the date
hereof, (B) the issuance or sale of shares of Common Stock upon the exercise
of options referred to in clause (A) above, (C) the issuance or sale of shares
of Common Stock if the amount of said adjustment shall be less than $.05,
provided, however, that in such case, any adjustment that would otherwise be
required then to be made shall be carried forward and shall be made at the
time of and together with the next subsequent adjustment that shall amount,
together with any adjustment so carried forward, to at least $.05. In
addition, Registered Holders shall not be entitled to cash dividends paid by
the Company prior to the exercise of any Warrant or Warrants held by them.
SECTION 9. Modification of Agreement. This
Agreement may not be modified, supplemented or altered in any respect except
with the consent in writing of the Registered Holder and the Company;
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
shall be made without the consent in writing of the Registered Holder of
affected Warrant, other than such changes as are specifically prescribed by
this Agreement as originally executed.
SECTION 10. 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 postage
pre-paid, or delivered to a telegraph office for transmission if the
Registered Holder of a Warrant Certificate, at the address of such holder as
shown on the registry books maintained by the Company; if to the Company at
0000 Xxxxx Xxxxxxxxx Xxxx, Xxxxx 000,
00
Xxxxxxxxx, Xxxxxxxxxxxx 00000, Attention: Xxxxxx X. Xxxxx, or at such other
address as may have been furnished to the Registered Holder in writing by the
Company.
SECTION 11. Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the Commonwealth of
Pennsylvania without giving effect to conflicts of laws.
SECTION 12. Binding Effect. This Agreement shall be
binding upon and inure to the benefit of the Company and the holders from time
to time of Warrant Certificates or any of them. Except as hereinafter stated,
nothing in this Agreement is intended or shall be construed to confer upon any
other person any right, remedy or claim or to impose upon any other person any
duty, liability or obligation.
SECTION 13. Counterparts. This Agreement may be
executed in one or more counterparts, which taken together shall constitute a
single document.
Section 14. Legend. The Warrants and the shares of
Common Stock issuable upon exercise of the Warrants have not been registered
under the Act. Upon exercise, in part or in whole, of the Warrants,
certificates representing the shares of Common Stock underlying the Warrants
and any of the other securities issuable upon exercise of the Warrants
(collectively, the "Warrant Securities") shall bear the following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED ("THE ACT"), OR ANY STATE
SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID
ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR,
UNLESS, IN THE OPINION OF COUNSEL, IN FORM AND
SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER,
SALE, OR TRANSFER IS EXEMPT FROM REGISTRATION OR IS
OTHERWISE IN COMPLIANCE WITH THE ACT AND SUCH LAWS.
Section 15. Registration Rights. The Company and
the Registered Holder and its permitted transferees acknowledge and agree that
this Warrant and the shares of Common Stock underlying this Warrant are
subject to a Registration Rights Agreement between the Registered Holder and
the Company dated the date hereof.
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IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed as of the first date above written.
ROM TECH, INC.
By:___________________________________________
Name:_________________________________________
Title:________________________________________
PJM TRADING COMPANY, INC.
By:___________________________________________
Name:_________________________________________
Title:________________________________________
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THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST
THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS,
WHICH, IN THE OPINION OF COUNSEL, I N FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER, IS AVAILABLE.
NO. W-17 VOID AFTER JANUARY 30, 2002
WARRANT CERTIFICATE TO PURCHASE 177,988 SHARES OF COMMON STOCK
of
ROM TECH, INC.
THIS CERTIFIES THAT, FOR VALUE RECEIVED
PJM Trading Company or registered assigns (the "Registered Holder") is the
owner of the number of Common Stock Purchase Warrants (the "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
nonassessable share of Common Stock, without par value, of Rom Tech, Inc., a
Pennsylvania corporation (the "Company"), at any time beginning on July 30,
1997, 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 the
Company, accompanied by payment of $6.00, subject to adjustment (the "Purchase
Price"), in lawful money of the United States of America in cash or by check
made payable to the Company.
This Warrant Certificate and each Warrant represented hereby
are issued pursuant to and are subject in all respects to the terms and
conditions set forth in the Warrant Agreement (the
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"Warrant Agreement"), dated as of January 30, 1997, by and between the Company
and the holder thereof.
In the event of certain contingencies provided for in the
Warrant Agreement, the Purchase Price and 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 interests will 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 hereof and
shall execute and deliver a new Warrant Certificate or Warrant Certificates of
like tenor for the balance of such Warrants.
The term "Expiration Date" shall mean 5:00 p.m. (Eastern
Standard Time) on January 30, 2002. If each such date shall in the
Commonwealth of Pennsylvania be a holiday or a day on which the banks are
authorized to close, then the Expiration Date shall mean 5:00 p.m. (Eastern
Standard Time) the next following day which in the Commonwealth of
Pennsylvania is not a holiday or a day on which banks are authorized to close.
This Warrant shall not br exercisable by a Registered Holder
in any state where such exercise would be unlawful.
The Warrant Certificate is exchangeable, upon the surrender
hereof by the Registered Holder at the corporate office of the Company, 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 and payment of any
tax or other charge imposed in connection therewith or incident thereto, for
registration of transfer of this Warrant Certificate at such office, a new
Warrant Certificate representing an equal aggregate number of Warrants will be
issued to the transferee in exchange therefor, subject to the limitations
provided in the Warrant 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 Warrant
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, except as provided in the Warrant Agreement.
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This Warrant Certificate shall be governed by and construed
in accordance with the laws of the Commonwealth of Pennsylvania without giving
effect to conflicts of law.
IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be duly executed as of the date hereof.
Dated: January 30, 1997
ROM TECH, INC.
By:____________________________________
Name:__________________________________
Title:_________________________________
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SUBSCRIPTION FORM
-----------------
To Be Executed by the Registered Holder
in Order to Exercise Warrant
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 name of
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
_______________________________________
_______________________________________
_______________________________________
(please print or type name and address)
and be delivered to
_______________________________________
_______________________________________
_______________________________________
(please print or type name and address)
and if such number of Warrants shall not be all 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.
Dated:______________ _________________________________
Signature
_________________________________
Print Name
_________________________________
Address
_________________________________
Social Security or Taxpayer
Identification Number
_________________________________
Signature Guaranteed
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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, MIDWEST STOCK EXCHANGE
OR BOSTON STOCK EXCHANGE.
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