EXHIBIT 10.10
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR
EXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS. ACCORDINGLY, THIS WARRANT
MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT (i) AN OPINION OF
COUNSEL SATISFACTORY TO ENVIRONMENTAL POWER CORPORATION THAT SUCH SALE, TRANSFER
OR OTHER DISPOSITION MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE
SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS OR (ii) SUCH
REGISTRATION.
ENVIRONMENTAL POWER CORPORATION
WARRANT
TO PURCHASE
SHARES OF COMMON STOCK
For value received, Alco Financial Services, LLC, successors or assigns
("Holder"), is entitled to purchase from Environmental Power Corporation, a
Delaware corporation (the "Company"), up to 50,000 fully paid and nonassessable
shares of the Company's common stock, $.01 par value per share or such greater
or lesser number of such shares as may be determined by application of the
anti-dilution provisions of this warrant, at the price of $0.60 per share,
subject to adjustments as noted below (the "warrant exercise price").
This warrant may be exercised by Holder at any time or from time to time
prior to the close of business on September 14, 2006.
This warrant is subject to the following terms and conditions:
1. Exercise. The rights represented by this warrant may be exercised by
the Holder, in whole or in part, by written election, in the form set forth
below, by the surrender of this warrant (properly endorsed if required) at the
principal office of the Company, by payment to it by cash, certified check or
bank draft of the warrant exercise price for the shares to be purchased and by
delivery of a subscription agreement, an investment letter and/or similar
documents acceptable to the Company demonstrating that the sale of the shares to
be purchased is exempt from registration under the Securities Act of 1933, as
amended, and any state securities law. The shares so purchased shall be deemed
to be issued as of the close of business on the date on which this warrant has
been exercised by payment to the Company of the warrant exercise price.
Certificates for the shares of stock so purchased, bearing an appropriate
restrictive legend, shall be delivered to the Holder within 15 days after the
rights represented by this warrant shall have been so exercised, and, unless
this warrant has expired, a new warrant representing the number of shares, if
any, with respect to which this warrant has not been exercised shall also be
delivered to the Holder hereof within such time. No fractional shares shall be
issued upon the exercise of this warrant.
2. Shares. All shares that may be issued upon the exercise of the rights
represented by this warrant shall, upon issuance, be duly authorized and issued,
fully paid and nonassessable shares. During the period within which the rights
represented by this warrant may be exercised, the Company shall at all times
have authorized and reserved for the purpose of issue or transfer upon exercise
of the subscription rights evidenced by this warrant a sufficient number of
shares of its common stock to provide for the exercise of the rights represented
by this warrant.
3. Adjustment. The warrant exercise price shall be subject to adjustment
from time to time as hereinafter provided in this Section 3:
(a) If the Company at any time divides the outstanding shares of its
common stock into a greater number of shares (whether pursuant to a stock
split, stock dividend or otherwise), and conversely, if the outstanding
shares of its common stock are combined into a smaller number of shares,
the warrant exercise price in effect immediately prior to such division or
combination shall be proportionately adjusted to reflect the reduction or
increase in the value of each such common share.
(b) If any capital reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with
another corporation, or the sale of all or substantially all of its assets
to another corporation shall be effected in such a way that holders of the
Company's common stock shall be entitled to receive stock, securities or
assets with respect to or in exchange for such common stock, then, as a
condition of such reorganization, reclassification, consolidation, merger
or sale, the Holder shall have the right to purchase and receive upon the
basis and upon the terms and conditions specified in this warrant and in
lieu of the shares of the common stock of the Company immediately
theretofore purchasable and receivable upon the exercise of the rights
represented hereby, such shares of stock, other securities or assets as
would have been issued or delivered to the Holder if Holder had exercised
this warrant and had received such shares of common stock immediately
prior to such reorganization, reclassification, consolidation, merger or
sale. The Company shall not effect any such consolidation, merger or sale
unless prior to the consummation thereof the successor corporation (if
other than the Company) resulting from such consolidation or merger or the
corporation purchasing such assets shall assume by written instrument
executed and mailed to the Holder at the last address of the Holder
appearing on the books of the Company the obligation to deliver to the
Holder such shares of stock, securities or assets as, in accordance with
the foregoing provisions, the Holder may be entitled to purchase.
(c) If the Company takes any other action, or if any other event
occurs, which does not come within the scope of the provisions of Section
3(a) or 3(b), but which should result in an adjustment in the warrant
exercise price and/or the number of shares subject to this warrant in
order to fairly protect the purchase rights of the Holder, an appropriate
adjustment in such purchase rights shall be made by the Company.
(d) Upon each adjustment of the warrant exercise price, the Holder
shall thereafter be entitled to purchase, at the warrant exercise price
resulting from such adjustment, the number of shares obtained by
multiplying the warrant exercise price in effect immediately prior to such
adjustment by the number of shares purchasable
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pursuant hereto immediately prior to such adjustment and dividing the
product thereof by the warrant exercise price resulting from such
adjustment.
(e) Upon any adjustment of the warrant exercise price, the Company
shall give written notice thereof to the Holder stating the warrant
exercise price resulting from such adjustment and the increase or
decrease, if any, in the number of shares purchasable at such price upon
the exercise of this warrant, setting forth in reasonable detail the
method of calculation and the facts upon which such calculation is based.
4. No Rights as Shareholder. This warrant shall not entitle the Holder to
any voting rights or other rights as a shareholder of the Company.
5. Transfer. This warrant and all rights hereunder are transferable, in
whole or in part, at the principal office of the Company by the holder hereof in
person or by duly authorized attorney, upon surrender of this warrant properly
endorsed. The bearer of this warrant, when endorsed, may be treated by the
Company and all other persons dealing with this warrant as the absolute owner
hereof for any purpose and as the person entitled to exercise the rights
represented by this warrant, or to the transfer hereof on the books of the
Company, any notice to the contrary notwithstanding; but until such transfer on
such books, the Company may treat the registered owner hereof as the owner for
all purposes.
6. Notices. All demands and notices to be given hereunder shall be
delivered or sent by first class mail, postage prepaid; in the case of the
Company, addressed to its corporate headquarters, Environmental Power
Corporation, 000 Xxxxxx Xxxxxx, Xxxxx 0X, Xxxxxxxxxx, Xxx Xxxxxxxxx 00000, until
a new address shall have been substituted by like notice; and in the case of
Holder, addressed to Holder at the address written below, until a new address
shall have been substituted by like notice.
IN WITNESS WHEREOF, the Company has caused this warrant to be executed and
delivered by a duly authorized officer.
Dated: ______________________
ENVIRONMENTAL POWER CORPORATION
By:_____________________________________
Name:___________________________________
Title: :________________________________
________________________________________
________________________________________
________________________________________
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________________________________________
________________________________________
________________________________________
[Name and Address of Holder]
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WARRANT EXERCISE
(To be signed only upon exercise of this warrant)
The undersigned, the Holder of the foregoing warrant, hereby irrevocably
elects to exercise the purchase right represented by such warrant for, and to
purchase thereunder, _____ shares of common stock of Environmental Power
Corporation, to which such warrant relates and herewith makes payment of $_____
therefor in cash, certified check or bank draft and requests that the
certificates for such shares be issued in the name of, and be delivered to
_____, whose address is set forth below the signature of the undersigned.
Dated:_____
________________________________________
Signature
If shares are to be issued other than Social Security or other Tax
to Holder: Identification No.
------------------------------------- ----------------------------------------
_________________________________ ____________________________________
_________________________________
_________________________________
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WARRANT ASSIGNMENT
(To be signed only upon transfer of this warrant)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _____ the right represented by the foregoing warrant to purchase the shares
of common stock of Environmental Power Corporation and appoints _____ attorney
to transfer such right on the books of Environmental Power Corporation, with
full power of substitution in the premises.
Dated:_____
________________________________________
Signature
Social Security or other Tax
____________________________________ Identification No.
____________________________________ ________________________________________
____________________________________
Please print present name and address
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