[FORM OF WARRANT CERTIFICATE]
WARRANT NO. _____________ NUMBER OF WARRANTS __________
GEN TRAK, INC.
NOT EXERCISABLE OR SEPARATELY
TRANSFERABLE BEFORE _____
UNLESS OTHERWISE NOTIFIED
Warrant for the Purchase of Shares of Common Stock
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THIS CERTIFIES THAT, ________________________________________________
or registered assigns is the registered holder (the "Registered Holder") of the
number of Common Stock Purchase Warrants (the "Warrants") set forth above, each
of which represents the right to purchase one fully paid and nonassessable share
of common stock, $.01 par value per share (the "Common Stock"), of GEN TRAK,
INC., a Pennsylvania corporation (the "Company"), at the price of Six ($6.00)
Dollars per share (the "Exercise Price") at any time from and after __________
through and including the Expiration Date set forth below (the "Exercise
Period"), provided that such shares of Common Stock issuable upon exercise of
the Warrants have been effectively registered under the Securities Act of 1933
(the "Securities Act") and such other action as may be required by federal or
state law relating to the issuance or distribution of securities shall have been
taken, but not after the Expiration Date hereinafter referred to, by
surrendering this Warrant Certificate, with the form of election to purchase set
forth hereon duly executed with signature guaranteed by a member firm of a
national securities exchange, a commercial bank (not a savings bank or a savings
and loan association) or a trust company located in the United States, or a
member of the National Association of Securities Dealers, Inc., at the office
maintained by StockTrans, Inc., or its successor as warrant agent (any such
warrant agent being herein called the
"Warrant Agent") at the address set forth below and by paying full in good funds
the Exercise Price plus transfer taxes, if any. Payment of the Exercise Price
may be made on the option of the holder hereof in United States currency, by
check or money order payable to the order of the Warrant Agent and upon
compliance with and subject to the conditions set forth herein and in the
Warrant Agreement referred to below.
No Warrant may be exercised after 5:00 p.m., New York City, New York
Time, on the Warrant expiration date (the "Expiration Date") which will be on
the fifth anniversary date of the date upon which a registration statement under
the Securities Act of 1933, as amended (the "Act"), covering all Shares becomes
effective under the Act. All Warrants evidenced hereby shall thereafter become
void, provided that in the event that the Securities Act registration applicable
to the Warrants and the shares of Common Stock issuable upon the exercise of
such Warrants should lapse during the thirty day period prior to the Expiration
Date, the Warrant Expiration Date shall be extended until the thirtieth day
following the effectiveness of a Securities Act Registration Statement
applicable to the shares of Common Stock issuable upon exercise of the Warrants.
Commencing after ______, this Warrant is redeemable in whole or in part
at the option of the Company at the initial price ("Redemption Price") of $.10
per Warrant Share, upon 30-days written notice to the Registered Holder thereof
if the closing bid price of the Company's Common Stock as reported on Nasdaq or
the closing sale price of such Common Stock, if traded on a national or regional
securities exchange, as applicable, averages at least $10.00 over the thirty
(30) consecutive trading days within ten (10) days of the notice of redemption.
The Company is required to maintain an effective registration statement with
respect to the Common Stock underlying the warrants at the time of redemption of
the Warrants. In the event the Company exercises the right to redeem the
Warrant, such Warrants will be exercisable until the close of
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business on the date for redemption fixed in such notice. If any Warrant called
for redemption is not exercised by such time, it will cease to be exercisable
and the holder will be entitled only to the redemption price.
Prior to the Expiration Date, subject to any applicable laws,
rules or regulations restricting transferability and to any restriction on
transferability that may appear on this Warrant Certificate in accordance with
the terms of the Warrant Agreement hereinafter referred to, the Registered
Holder shall be entitled to transfer this Warrant Certificate in whole or in
part upon surrender of this Warrant Certificate at the office of the Warrant
Agent set forth next to its countersignature below, with the form of assignment
set forth hereon duly executed, with signatures guaranteed by a member firm of a
national securities exchange, a commercial bank (not a savings bank or a savings
and loan association) or a trust company located in the United States, or a
member of the National Association of Securities Dealers, Inc. Upon any such
transfer, a new Warrant Certificate or Warrant Certificates representing the
same aggregate number of Warrants will be issued in accordance with instructions
in the form of assignment.
Upon the exercise of less than all of the Warrants evidenced by this
Warrant Certificate, there shall be issued to the Registered Holder a new
Warrant Certificate in respect of the Warrants not exercised.
Prior to the Expiration Date, the Registered Holder shall be entitled
to exchange this Warrant Certificate, with or without other Warrant
Certificates, for another Warrant Certificate or Warrant Certificates for the
same aggregate number of Warrants, upon surrender of this Warrant Certificate at
the Principal Office of the Warrant Agent.
Upon certain events provided for in the Warrant Agreement hereinafter
referred to, the Exercise Price and the number of shares of Common Stock
issuable upon the exercise of each Warrant will be adjusted.
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No fractional shares will be issued upon the exercise of Warrants. As
to any final fractions of a share which the registered holder of one or more
Warrant Certificates, the rights under which are exercised in the same
transaction, would otherwise be entitled to purchase upon such exercise, the
Company shall pay the cash value thereof determined as provided in the Warrant
Agreement hereinafter referred to.
This Warrant Certificate issued under and in accordance with the
Warrant Agreement dated as of __________, 1998 between the Company and the
Warrant Agent, as it may be amended from time to time, and is subject to the
terms and provisions contained in said Warrant Agreement, all of which are
incorporated herein by reference and to all of which terms and provisions the
Registered Holder consents by acceptance of this Warrant Certificate. In the
event of any conflict between the terms and provisions of this Warrant
Certificate and the terms and provisions of such Warrant Agreement, the terms
and provisions of such Warrant Agreement shall control. Capitalized terms used
herein and not otherwise defined shall have the same meanings ascribed to them
in such Warrant Agreement as applicable to the Common Stock Purchase Warrants.
This Warrant Certificate shall not entitle the Registered Holder to any
of the rights of a stockholder of the Company, including, without limitation,
the right to vote, to receive dividends and other distributions, or to attend or
receive any notice of meetings of stockholders or any other proceedings of the
Company.
This Warrant Certificate shall not be valid for any purpose until it
shall have been countersigned by the Warrant Agent.
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IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly exercised under its facsimile Corporate Seal.
GEN TRAK, INC.
By:_______________________________
Title:
Countersigned: STOCKTRANS, INC.
0 X. Xxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
By:_______________________________
Authorized Signature
Dated:__________________
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[FORM OF]
ELECTION TO PURCHASE
The undersigned hereby irrevocably elects to exercise ___________ of
the Warrants represented by this Warrant Certificate and to purchase the shares
of Common Stock issuable upon the exercise of said Warrants, and requests that
certificates for such shares be issued and delivered as follows:
ISSUE TO:
----------------------------
(NAME)
----------------------------
(ADDRESS, INCLUDING ZIP CODE)
----------------------------
(SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER)
DELIVER TO:
----------------------------
(NAME)
at
----------------------------
(ADDRESS, INCLUDING ZIP CODE)
If the number of Warrants hereby exercised is less than all the
Warrants represented by this Warrant Certificate, the undersigned requests that
a new Warrant Certificate representing the number of full Warrants not exercised
be issued and delivered as set forth below.
In full payment of the purchase price with respect to the Warrants
exercised and transfer taxes, if any, the undersigned hereby tenders payment of
$____________ by check or money order payable representing good funds in United
States currency to the order of the Warrant Agent.
Date:__________________ Signature:___________________________
(Signature must conform in all particulars to name of holder as specified on the
face of the Warrant Certificate without alteration or enlargement or any change
whatsoever, or if signed by other person, the form of assignment hereof must be
duly executed and this Form of Election must be signed by the assignee whose
signature must correspond with the name set forth on the Form of Assignment in
every particular. Signature must be guaranteed by a commercial bank or trust
company located in the United States or by a broker or dealer which is a member
of a registered national securities exchange or the National Association of
Securities Dealers, Inc.)
Signature Guaranteed: ________________________________________
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[FORM OF]
ASSIGNMENT
(To be signed only upon assignment of
Warrants evidenced by this Certificate)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfer unto
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(Name and Address of Assignee Must be Printed or Typewritten)
Insert Social Security Number or Identifying Number of Assignee
all of the rights of the undersigned represented by the within Warrant
Certificate with respect to ______________________ Warrants and hereby
irrevocably constitutes and appoints
Attorney to transfer said Warrant on the books of GEN TRAK, INC. with full power
of substitution in the premises.
DATED: _____________ 19__
NOTE: The above signature must correspond with the name as written on the face
of this Warrant Certificate in every particular, without alteration or
enlargement or and change whatever. Signature must be guaranteed by a commercial
bank or trust company located in the United States or by a broker or dealer
which is a member of a registered national securities exchange or the National
Association of Securities Dealers, Inc.
Signature Guaranteed: __________________________________________
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