THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE
SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO SUCH
SECURITIES FILED UNDER THE ACT, OR AN EXEMPTION FROM REGISTRATION, AND
COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. THE ISSUER MAY REQUIRE AN
OPINION OF COUNSEL SATISFACTORY TO THE ISSUER HEREOF THAT SUCH REGISTRATION IS
NOT REQUIRED AND THAT SUCH LAWS ARE COMPLIED WITH.
Void After 3:30 P.M., Eastern Time, on , 2002.
Representative's
Warrant to Purchase
Common Stock and Redeemable Warrants
METEOR INDUSTRIES, INC.
This is to Certify That, FOR VALUE RECEIVED, Westport Resources Investment
Services, Inc. (the "Holder") is entitled to purchase, subject to the
provisions of this Warrant, from Meteor Industries, Inc. ("Company"), a
Colorado corporation, at any time on or after , 1998, and not later than
3:30 p.m., Eastern Time, on , 2002, at $ per share
of Common Stock and $ per Redeemable Warrants of the Company
("Securities") exercisable at a purchase price for the Securities which is
125% of the public offering price of the Securities; the shares of Common
Stock are at $ per share and, in the case of the Redeemable Warrants, at
$ per Redeemable Warrant. The number of Securities to be received upon
the exercise of this Warrant and the price to be paid for the Securities may
be adjusted from time to time as hereinafter set forth. The purchase price of
a Security in effect at any time and as adjusted from time to time is
hereinafter sometimes referred to as the "Exercise Price." This Warrant is or
may be one of a series of Warrants identical in form issued by the Company to
purchase an aggregate of 60,000 Shares of Common Stock and 60,000 Redeemable
Warrants. The Securities, as adjusted from time to time, underlying the
Warrants are hereinafter sometimes referred to as "Warrant Securities". The
Securities issuable upon the exercise hereof are in all respects identical to
the securities being purchased by the Underwriter for resale to the public
pursuant to the terms and conditions of the Underwriting Agreement entered
into on this date between the Company and Holder, except that the Exercise
Price per share of Common Stock to be acquired upon the exercise of the
Redeemable Warrants issuable to Holder pursuant hereto shall be $ per
share.
(A) EXERCISE OF WARRANT. Subject to the provisions of Section (g)
hereof, this Warrant may be exercised in whole or in part at anytime or from
time to time on or after , 1998, but not later than 3:30 p.m., Eastern
Time on , 2002, or if , 2002, is a day on which banking
institutions are authorized by law to close, then on the next succeeding day
which shall not be such a day, by presentation and surrender hereof to the
Company or at the office of its stock transfer agent, if any, with the
Purchase Form annexed hereto duly executed and accompanied by payment of the
Exercise Price for the number of shares of Common Stock or Redeemable
Warrants, as the case may be as specified in such Form, together with all
federal and state taxes applicable upon such exercise. The Company agrees to
provide notice to the Holder that any tender offer is being made for the
Securities no later than the day the Company becomes aware that any tender
offer is being made for the Securities. If this Warrant should be exercised
in part only, the Company shall, upon surrender of this Warrant for
cancellation, execute and deliver a new Warrant evidencing the right of the
Holder to purchase the balance of the shares purchasable hereunder along with
any additional Redeemable Warrants not
exercised. Upon receipt by the Company of this Warrant at the office of the
Company or at the office of the Company's stock transfer agent, in proper form
for exercise and accompanied by the total Exercise Price, the Holder shall be
deemed to be the holder of record of the Securities issuable upon such
exercise, notwithstanding that the stock transfer books of the Company shall
then be closed or that certificates representing such Securities shall not
then be actually delivered to the Holder.
(B) RESERVATION OF SECURITIES. The Company hereby agrees that at
all
times there shall be reserved for issuance and/or delivery upon exercise of
this Warrant such number of shares of Securities as shall be required for
issuance or delivery upon exercise of this Warrant. The Company covenants and
agrees that, upon exercise of the Warrants and payment of the Exercise Price
therefor, all Securities and other securities issuable upon such exercise
shall be duly and validly issued, fully paid, non-assessable and not subject
to the preemptive rights of any stockholder. As long as the Warrants shall be
outstanding, the Company shall use its best efforts to cause all Securities
issuable upon the exercise of the Warrants to be listed (subject to official
notice of issuance) on all securities exchanges on which the Common Stock
issued to the public in connection herewith may then be listed and/or quoted
on NASDAQ.
(C) FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. 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, determined as
follows:
(1) If the Securities are listed on a national securities
exchange or admitted to unlisted trading privileges on such exchange, the
current value shall be the last reported sale price of the Common Stock on
such exchange on the last business day prior to the date of exercise of this
Warrant or if no such sale is made on such day, the average of the closing bid
and asked prices for such day on such exchange; or
(2) If the Securities are not so listed or admitted to unlisted
trading privileges, the current value shall be the mean of the last reported
bid and asked prices reported by the National Association of Securities
Dealers Automated Quotation System (or, if not so quoted on NASDAQ or by the
National Quotation Bureau, Inc.) on the last business day prior to the date of
the exercise of this Warrant; or
(3) If the Securities are not so listed or admitted to unlisted
trading privileges and bid and asked prices are not so reported, the current
value shall be an amount, not less than book value, determined in such
reasonable manner as may be prescribed by the Board of Directors of the
Company, such determination to be final and binding on the Holder.
(D) EXCHANGE, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is
exchangeable, without expense, at the option of the Holder, upon presentation
and surrender hereof to the Company or at the office of its stock transfer
agent, if any, for other Warrants of different denominations entitling the
Holder thereof to purchase (under the same terms and conditions as provided by
this Warrant) in the aggregate the same number of Securities purchasable
hereunder. This Warrant may not be sold, transferred, assigned, or
hypothecated until after one year from the effective date of the registration
statement except that it may be (i) assigned in whole or in part to the
officers of the "Underwriter(s)", and (ii)transferred to any successor to the
business of the "Underwriter(s)." Any
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such assignment shall be made by surrender of this Warrant to the Company, or
at the office of its stock transfer agent, if any, with the Assignment Form
annexed hereto duly executed and with funds sufficient to pay any transfer
tax; whereupon the Company shall, without charge, execute and deliver a new
Warrant in the name of the assignee named in-such instrument of assignment,
and this Warrant shall promptly be canceled. This Warrant may be divided or
combined with other Warrants which carry the same rights upon presentation
hereof at the office of the Company or at the office of its stock transfer
agent, if any, together with a written notice specifying the names and
denominations in which new Warrants are to be issued and signed by the Holder
hereof. The term "Warrant" as used herein includes any Warrants issued in
substitution for or replacement of this Warrant, or into which this Warrant
may be divided or exchanged. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant, and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation of this
Warrant, if mutilated, the Company will execute and deliver a new Warrant of
like tenor and date. Any such new Warrant executed and delivered shall
constitute an additional contractual obligation on the part of the Company,
whether or not the Warrant so lost, stolen, destroyed, or mutilated shall be
at any time enforceable by anyone.
(E) RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof,
be
entitled to any rights of a stockholder in the Company, either at law or
equity, and the rights of the Holder are limited to those expressed in the
Warrant and are not enforceable against the Company except to the extent set
forth herein.
(F) NOTICES TO WARRANT HOLDERS. So long as this Warrant shall be
outstanding and unexercised (i) if the Company shall pay any dividend
exclusive of a cash dividend, or make any distribution upon the Common Stock,
or (ii) if the Company shall offer to the holders of Common Stock for
subscription or purchase by them any shares of stock of any class or any other
rights, or (iii) if any capital reorganization of the Company,
reclassification of the capital stock of the Company, consolidation or merger
of the Company with or into another corporation, sale, lease or transfer of
all or substantially all of the property and assets of the Company to another
corporation, or voluntary or involuntary dissolution, liquidation or winding
up of the Company shall be effected, then, in any such case, the Company shall
cause to be delivered to the Holder, at least ten (10) days prior to the date
specified in (x) or (y) below, as the case may be, a notice containing a brief
description of the proposed action and stating the date on which (x) a record
is to be taken for the purpose of such dividend, distribution or rights, or
(y) such reclassification, reorganization, consolidation, merger, conveyance,
lease, dissolution, liquidation or winding up is to take place and the date,
if any, is to be fixed, as of which the holders of Common Stock of record
shall be entitled to exchange their shares of Common Stock for equivalent
securities or other property deliverable upon such reclassification,
reorganization, consolidation, merger, conveyance, dissolution, liquidation or
winding up.
(G) ADJUSTMENT OF EXERCISE 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, 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 issuance, subdivision or combination being
herein call a "Change of Shares"), then, and thereafter upon each further
Change of Shares, the Exercise Price of the Common Stock issuable upon the
exercise of the Warrant and
-3-
the Redeemable Warrant 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) determined by dividing (i) the sum of (a) the total number
of shares of Common Stock outstanding immediately prior to such Change of
Shares, multiplied by the Exercise Price in effect immediately prior to such
Change of Shares, and (b) the consideration, if any, received by the Company
upon such issuance, subdivision or combination by (ii) the total number of
shares of Common Stock outstanding immediately after such Change of Shares;
provided, however, that in no event shall the Exercise Price be adjusted
pursuant to this computation to an amount in excess of the Exercise 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 (g) the following provisions shall be applicable:
(I) Shares of Common Stock issuable by way of dividend or other
distribution on any capital 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.
(II) The number of shares of Common Stock at any one time
outstanding shall not be deemed to include the 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 Exercise Price pursuant to this
Section (g), the number of shares of Common Stock and Redeemable Warrants
purchasable upon the exercise of each Warrant shall be the number derived by
multiplying the number of shares of Common Stock and Redeemable Warrants
purchasable immediately prior to such adjustment by the Exercise Price in
effect prior to such adjustment and dividing the product so obtained by the
applicable adjusted Exercise Price.
(B) In case of any reclassification or change of outstanding
Securities 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 a subdivision or combination), or in case of any consolidation
or merger of the Company with or into another corporation other than a merger
with a "Subsidiary" (which shall mean any corporation or corporations, as the
case may be, of which capital stock having ordinary power to elect a majority
of the Board of Directors of such corporation (regardless of whether or not at
the time capital 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 in which merger
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 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 Holder of each Warrant
then outstanding shall have the right thereafter to receive on exercise of
such Warrant the kind and amount of securities and
-4-
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 and shall forthwith file at the
principal office of the Company a statement signed by its President or a Vice
President and by its Treasurer or an Assistant Treasurer or its Secretary or
an Assistant Secretary evidencing such provision. Such provisions shall
include provision for adjustments which shall be as nearly equivalent as may
be practicable to the adjustments provided for in Section (g)(A). The above
provisions of this Section (g)(B) shall similarly apply to successive
reclassifications and changes of shares of Common Stock and to successive
consolidations, mergers, sales or conveyances.
(C) Irrespective of any adjustments or changes in the Exercise
Price or the number of Securities 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
hereto, continue to express the Exercise Price per share and the number of
shares purchasable thereunder as the Exercise Price per share and the number
of shares purchasable thereunder as expressed in the Warrant Certificates when
the same were originally issued.
(D) After each adjustment of the Exercise Price pursuant to
this
Section (g), 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
Exercise Price as so adjusted, (ii) the number of Securities purchasable upon
exercise of each Warrant, after such adjustment, and (iii) a brief statement
of the facts accounting for such adjustment. The Company will promptly file
such certificate in the Company's minute books and cause a brief summary
thereof to be sent by ordinary first class mail to each Holder at his last
address as it shall appear on the registry 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 an officer or 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.
(E) No adjustment of the Exercise Price shall be made as a
result of or in connection with the issuance or sale of Securities if the
amount of said adjustment shall be less than $.10, 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 $.10. In addition, Holders shall not be
entitled to cash dividends paid by the Company prior to the exercise of any
Warrant or Warrants held by them.
(F) In the event that the Company shall at any time prior to
the
exercise of all Warrants declare a dividend consisting solely of shares of
Common Stock or otherwise distribute to its stockholders any assets, property,
rights, evidences of indebtedness, the Holders of the unexercised Warrants
shall thereafter be entitled, in addition to the Securities or other
securities and property receivable upon the exercise thereof, to receive, upon
the exercise of such Warrants, the same property, assets, rights, evidences of
indebtedness, that they would have been entitled to receive at the time of
such dividend or distribution as if the Warrants had been exercised
immediately prior to such
-5-
dividend or distribution. At the time of any such dividend or distribution,
the Company shall make appropriate reserves to ensure the timely performance
of the provisions of this Section (g).
(H) PIGGYBACK REGISTRATION. In the event that the demand
registration
rights provided for in Section( i) below have been exercised and fully
complied with by the Company, and at the end of the twelve (12) month
registration period provided for in Section (i) below the Holders shall not
have sold all of their Warrants and/or Warrant Securities, then, if, at any
time commencing one year from the effective date of the registration statement
and expiring four (4) years thereafter, the Company proposes to register any
of its securities under the Securities Act of 1933, as amended (the "Act")
(other than in connection with a merger or pursuant to Form X-0, X-0 or other
comparable registration statement) it will give written notice by registered
mail, at least thirty (30) days prior to the filing of each such registration
statement, to the Holders and to all other Holders of the Warrants and/or the
Warrant Securities of its intention to do so. If the Holder or other Holders
of the Warrants and/or Warrant Securities notify the Company within twenty
(20) days after receipt of any such notice of its or their desire to include
any such securities in such proposed registration statement, the Company shall
afford each of the Underwriter and such Holders of the Warrants and/or Warrant
Securities the opportunity to have any such Warrant Securities registered
under such registration statement.
Notwithstanding the provisions of this Section, the Company shall
have
the right at any time after it shall have given written notice pursuant to
this Section (irrespective of whether a written request for inclusion of any
such securities shall have been made) to elect not to file any such proposed
registration statement, or to withdraw the same after the filing but prior to
the effective date thereof.
(I) DEMAND REGISTRATION.
(1) At any time commencing one year from the effective date of
the registration statement and expiring four (4) years thereafter, the Holders
of the Warrants and/or Warrant Securities representing a "Majority" (as
hereinafter defined) of such securities (assuming the exercise of all of the
Warrants) shall have the right (which right is in addition to the registration
rights under Section (i) hereof), exercisable by written notice to the
Company, to have the Company prepare and file with the Securities and Exchange
Commission (the "Commission"), on one occasion, a registration statement and
such other documents, including a prospectus, as may be necessary in the
opinion of both counsel for the Company and counsel for the Underwriter and
Holders, in order to comply with the provisions of the Act, so as to permit a
public offering and sale of their respective Warrant Securities for twelve
(12) consecutive months by such Holders and any other holders of the Warrants
and/or Warrant Securities who notify the Company within ten (10) days after
receiving notice from the Company of such request.
a. The Company covenants and agrees to give written notice of any
registration request under this Section (i) by any Holder or Holders to all
other registered Holders of the Warrants and the Warrant Securities within ten
(10) days from the date of the receipt of any such registration request.
(j) Covenants of the Company With Respect to Registration. In
connection with any registration under Section (h) or (i) hereof, the Company
covenants and agrees as follows:
(i) The Company shall use its best efforts to file a registration
statement within sixty (60) days of receipt of any demand therefor, shall use
its
-6-
best efforts to have any registration statement declared effective at the
earliest possible time, and shall furnish each Holder desiring to sell Warrant
Securities such number of prospectuses as shall reasonably be requested.
(ii) The Company shall pay all costs (excluding fees and expenses of
Holder(s)' counsel and any underwriting or selling commissions), fees and
expenses in connection with all registration statements filed pursuant to
Sections (h), (i) and (j) hereof including, without limitation, the Company's
legal and accounting fees, printing expenses, blue sky fees and expenses. If
the Company shall fail to comply with the provisions of Section (j)(i), the
Company shall, in addition to any other equitable or other relief available to
the Holder(s), extend the Exercise Period by such number of days as shall
equal the delay caused by the Company's failure.
(iii) The Company will take all necessary action which may be
required in qualifying or registering the Warrant Securities included in a
registration statement for offering and sale under the securities or blue sky
laws of such states as are reasonably requested by the Holder(s), provided
that the Company shall not be obligated to execute or file any general
consent to service of process to qualify as a foreign corporation to do
business under the laws of any such jurisdiction.
(iv) The Company shall indemnify the Holder(s) of the Warrant
Securities to be sold pursuant to any registration statement and each person,
if any, who controls such Holders within the meaning of Section 15 of the Act
or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), from and against all loss, claim, damage, expense or liability
(including all expenses reasonably incurred in investigating, preparing or
defending against any claim whatsoever) to which any of them may become
subject under the Act, the Exchange Act or otherwise, arising from such
registration statement but only to the same extent and with the same effect as
the provisions pursuant to which the Company has agreed to indemnify the
Underwriter contained in Section 7 of the Underwriting Agreement relating to
the offering.
(v) The Holder(s) of the Warrant Securities to be sold pursuant to a
registration statement, and their successors and assigns, shall severally, and
not jointly, indemnify the Company, its officers and directors and each
person, if any, who controls the Company within the meaning of Section 15 of
the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage
or expense or liability (including all expenses reasonably incurred in
investigating, preparing or defending against any claim whatsoever) to which
they may become subject under the Act, the Exchange Act or otherwise, arising
from information furnished by or on behalf of such Holders, or their
successors or assigns, for specific inclusion in such registration statement
to the same extent with the same effect as the provisions contained in Section
7 of the Underwriting Agreement pursuant to which the Underwriter has agreed
to indemnify the Company.
(vi) The Holder(s) may exercise their Warrants prior to the initial
filing of any registration statement or the effectiveness thereof.
(vii) The Company shall not permit the inclusion of any
securities other than the Warrant Securities to be included in any registra-
tion statement filed pursuant to Section (i) hereof, or permit any other reg-
istration statement to be or remain effective during the effectiveness of a
registration statement filed pursuant to Section (i) hereof, other than a
secondary offering of equity securities of the Company, without the prior
written consent of the Holders of the Warrants and Warrant Securities
representing a Majority of such securities (assuming an exercise of all the
Warrants underlying the Warrants).
-7-
(viii)The Company shall furnish to each Holder participating in the
offering and to each underwriter, if any, a signed counterpart, addressed to
such Holder or underwriter, of (x) an opinion of counsel to the Company, dated
the effective date of such registration statement (and, if such registration
includes an underwritten public offering, an opinion dated the date of the
closing under the underwriting agreement), and (y) a "cold comfort" letter
dated the effective date of such registration statement (and, if such
registration includes an underwritten public offering, a letter dated the date
of the closing under the underwriting agreement) signed by the independent
public accountants who have issued a report on the Company's financial
statements included in such registration statement, in each case covering
substantially the same matters with respect to such registration statement
(and the prospectus included therein) and, in the case of such accountants'
letter, with respect to events subsequent to the date of such financial
statements, as are customarily covered in opinions of issuer's counsel and in
accountants' letters delivered to underwriters in underwritten public
offerings of securities.
(ix) The Company shall as soon as practicable after the effective
date
of the registration statement, and in any event within 15 months thereafter,
make "generally available to its security holders" (within the meaning of Rule
158 under the Act) an earnings statement (which need not be audited) complying
with Section 11(a) of the Act and covering a period of at least 12 consecutive
months beginning after the effective date of the registration statement.
(x) The Company shall deliver promptly to each Holder participating
in
the offering requesting the correspondence and memoranda described below and
to the managing underwriters, copies of all correspondence between the
Commission and the Company, its counsel or auditors and all memoranda relating
to discussions with the Commission or its staff with respect to the
registration statement and permit each Holder and underwriter to do such
investigation, upon reasonable advance notice, with respect to information
contained in or omitted from the registration statement as it deems reasonably
necessary to comply with applicable securities laws or rules of the National
Association of Securities Dealers, Inc. ("NASD") or an Exchange. Such
investigation shall include access to books, records and properties and
opportunities to discuss the business of the Company with its officers and
independent auditors, all to such reasonable extent and at such reasonable
times and as often as any such Holder or underwriter shall reasonably request.
(xi) The Company shall enter into an underwriting agreement with the
managing underwriters, which may be the Underwriter. Such agreement shall be
satisfactory in form and substance to the Company, and such managing
underwriters, and shall contain such representations, warranties and covenants
by the Company and such other terms as are customarily contained in agreements
of that type used by the managing underwriter; provided however, that no
Holder shall be required to make any representations, warranties or covenants
or grant any indemnity to which it shall object in any such underwriting
agreement. The Holders shall be parties to any underwriting agreement
relating to an underwritten sale of their Warrant Securities and may, at their
option, require that any or all the representations, warranties and covenants
of the Company to or for the benefit of such underwriters shall also be made
to and for the benefit of such Holders. Such Holders shall not be required to
make any representations or warranties to or agreements with the Company or
the underwriters except as they may relate to such Holders and their intended
methods of distribution.
(xii) For purposes of this Agreement, the term " Majority" in
reference to the Holders of Warrants or Warrant Securities, shall mean in
excess of fifty (50%) of the then outstanding Warrants and Warrant
Securities that (i) are not
-7-
held by the Company, an affiliate, officer, creditor, employee or agent
thereof or any of their respective affiliates, members of their family,
persons acting as nominees or in conjunction therewith or (ii) have not been
resold to the public pursuant to a registration statement filed with the
Commission under the Act.
(k) Conditions of Company s Obligations. The Company's obligation
under Section j hereof shall be conditioned as to each such public offering,
upon a timely receipt by the Company in writing of:
(A) Information as to the terms of such public offering
furnished by or on behalf of the Holders making a public distribution of their
Warrant Securities; and
(B) Such other information as the Company may reasonably
require
from such Holder, or any underwriter for any of them, for inclusion in such
registration statement or offering statement or post-effective amendment.
(c) An agreement by the Holder to sell his Warrants and Warrant
Securities on the basis provided in the Underwriting Agreement.
(1) Continuing Effect of Agreement. The Company's agreements with
respect to the Warrant Securities in this Warrant will continue in effect
regardless of the exercise or surrender of this Warrant.
(m) Notices. Any notices or certificates by the Company to the
Holder and by the Holder to the Company shall be deemed delivered if in
writing and delivered personally or sent by certified mail, to the Holder,
addressed to him or sent to, Westport Resources Investment Services, Inc., 000
Xxxx Xxxx Xxxx, Xxxxxxxx, XX 00000, or, if the Holder has designated, by
notice in writing to the Company, any other address, to such other address,
and, if to the Company, addressed to it at 000 Xxxxxxxxx Xxxxxx, Xxxxxx, XX
00000. The Company may change its address by written notice to Westport
Resources Investment Services, Inc.
(n) Limited Transferability. This Warrant Certificate and the
Warrant
may not be sold, transferred, assigned or hypothecated for a one-year period
after the effective date of the Registration Statement except to underwriters
of the Offering referred to in the Underwriting Agreement or to individuals
who are either partners or officers of such an underwriter or by will or by
operation of law. The Warrant may be divided or combined, upon request to the
Company by the Warrant holder, into a certificate or certificates evidencing
the same aggregate number of Warrants. The Warrant may not be offered, sold,
transferred, pledged or hypothecated in the absence of any effective
registration statement as to such Warrant filed under the Act, or an exemption
from the requirement of such registration, and compliance with the applicable
federal and state securities laws. The Company may require an opinion of
counsel satisfactory to the Company that such registration is not required and
that such laws are complied with. The Company may treat the registered holder
of this Warrant as he or it appears on the Company's book at any time as the
Holder for all purposes. The Company shall permit the Holder or his duly
authorized attorney, upon written request during ordinary business hours, to
inspect and copy or make extracts from its books showing the registered
holders of Warrants.
(o) Transfer to Comply With the Securities Act of 1933. The Company
may cause the following legend, or one similar thereto, to be set forth on the
Warrants and on each certificate representing Warrant Securities, or any other
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security issued or issuable upon exercise of this Warrant not theretofore
distributed to the public or sold to underwriters for distribution to the
public pursuant to Sections (h) or (i) hereof; unless counsel satisfactory to
the Company is of the opinion as to any such certificate that such legend, or
one similar thereto, is unnecessary:
"The warrants represented by this certificate are restricted
securities
and may not be offered for sale, sold or otherwise transferred unless an
opinion of counsel satisfactory to the Company is obtained stating that such
offer, sale or transfer is in compliance wrath state and federal securities
law.
(p) Applicable Law. This Warrant shall be governed by, and
construed
in accordance with, the laws of the State of Colorado, without giving effect
to conflict of law principles.
(q) Assignability. This Warrant may not be amended except in a
writing signed by each Holder and the Company.
(r) Survival of Indemnification Provisions. The indemnification
provisions of this Warrant shall survive until _____________, 2004.
Meteor Industries, Inc.
a Colorado corporation
By_______________________________________
Xxxxxx X. Names, President
Date:__________________________
Attest:
_______________________________
____________________, Secretary
_______________________________
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PURCHASE FORM
Dated__________, 19___
The undersigned hereby irrevocably elects to exercise the Warrant to
the extent of purchasing _______ shares of Common Stock and ________
Redeemable
Warrants and hereby makes payment of $_________ in payment of the actual
exercise price thereof.
INSTRUCTIONS FOR REGISTRATION OF SECURITIES
Name________________________________________
(please typewrite or print in block letters)
Address_____________________________________
Signature___________________________________
ASSIGNMENT FORM
FOR VALUE RECEIVED,_______________________________ hereby sells, assigns and
transfers unto
Name_____________________________________________
(please typewrite or print in block letters)
Address__________________________________________
the right to purchase _____ shares of Common Stock and _____ Redeemable
Warrants as represented by this Warrant to the extent of_____ shares of Common
Stock and _____ Redeemable Warrants as to which such right is exercisable and
does hereby irrevocably constitute and appoint ,
________________________________________
attorney, to transfer the same on the books of the Company with full power of
substitution in the premises.
_________________________________________________
Signature
Dated:_______________, 19_____
