VOID AFTER 5:00 P.M., EASTERN TIME, ON FEBRUARY 16, 2011
Exhibit
4.1
VOID
AFTER 5:00 P.M., EASTERN TIME,
ON
FEBRUARY 16, 2011
THIS
WARRANT AND THE SHARES OF COMMON STOCK UNDERLYING THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”),
AND
MAY NOT BE SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT
TO
AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OR IN A TRANSACTION THAT,
IN
THE OPINION OF COUNSEL TO CAPRIUS, INC., QUALIFIES AS AN EXEMPT TRANSACTION
UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS PROMULGATED
THEREUNDER.
CAPRIUS,
INC.
CAPRIUS,
INC., a Delaware corporation (the “Company”),
hereby grants to Xxxxxxx & Co. (UK) Ltd. (the “Initial
Holder”),
subject to the terms set forth in this Common Stock Purchase Warrant Agreement
(the “Warrant
Agreement”),
the
right to exercise Common Stock Purchase Warrants (the “Warrants”)
for
the purchase from the Company, of up to 59,702 shares (the “Shares”)
of the
Company’s Common Stock, at an exercise price of $2.00 per share, subject to
adjustment from time to time pursuant to Section 3 hereof (collectively, the
“Exercise
Prices”).
The
term “Common
Stock”
means,
unless the context otherwise requires, the Company’s Common Stock, par value
$.01 per share, or other securities or property at the time deliverable upon
the
exercise of this Warrant.
This
Warrant is issued to the Initial Holder for an aggregate of 59,702 shares of
Common Stock as partial consideration for services rendered by the Initial
Holder to the Company, pursuant to a Financial Advisory Agreement, dated January
11, 2005, between the Company and Xxxxxxx, and amendments thereto, dated
February 9, 2005 and February 16, 2006, in connection with a placement of the
Company’s securities that closed on February 17, 2006 (the
“Placement”).
1. Exercise.
1.1 Timing
of Exercise.
The
Warrants shall be exercisable at any time in whole or in part from time to
time
commencing as of February 17, 2006 and expiring at 5:00 P.M., New York time,
on
February 16, 2011 (the “Expiration
Date”),
subject to earlier termination as provided herein, and may not be exercised
thereafter.
1.2 Manner
of Exercise.
The
purchase rights evidenced by this Warrant Agreement shall be exercised by the
Initial Holder or any person permitted by Section 6 hereof (collectively, “the
Holder”),
by
surrendering this Warrant Agreement, together with the Notice of Exercise in
the
form of Exhibit
A
annexed
hereto duly executed by the Holder, to the Company at the address in Section
12
hereof for sending of notices, accompanied by payment (in cash, by wire transfer
or by certified or official bank check or checks) of the applicable Exercise
Price.
1.3 Net
Issue Exercise.
(a) In
lieu
of making a monetary payment as provided in Section 1.2 hereof upon exercise,
the Holder may elect, in its sole discretion, to receive shares of Common Stock
equal to the value of Warrants then being exercised by surrender of this Warrant
Agreement to the Company, together with the Notice of Exercise and notice of
the
net issue election. Thereupon, the Company shall issue to the Holder the number
of Shares computed using the following formula:
X
=
Y(A-B) / A
Where: X
= the
number of Shares to be issued to the Holder.
Y=
the
number of Shares in respect of which the net issue exercise is
sought.
A=
the
current fair market value of one share of Common Stock.
B=
the
Exercise Price at the time the net issue exercise is being made.
(b) For
the
purpose of this Section, the fair market value of the Shares shall mean with
respect to each share of Common Stock:
(i) If
the
Shares are listed on any national securities exchange or quoted on the Nasdaq
National Market, Nasdaq Small Cap Market or the OTC Bulletin Board, the average
of the closing prices of the Shares, sold on the primary securities exchange
or
market on which the Shares are at the time listed or traded, on the ten (10)
trading days immediately prior to the day the Notice of Exercise is received
by
the Company;
(ii) If
the
Shares are not quoted on any national securities exchange or quoted on the
Nasdaq National Market, Nasdaq Small Cap Market or the OTC Bulletin Board,
the
average of the mean between the highest bid and lowest asked price on such
a day
in the domestic over-the-counter market as reported by the National Quotation
Bureau or any similar successor organization, on the thirty (30) calendar days
immediately prior to the day the Notice of Exercise is received by the
Company;
(iii) If
there
is no public market for the Shares, the price determined by the Board of
Directors of the Company acting in good faith.
1.4 Partial
Exercise.
This
Warrant may be exercised for less than the full number of Shares available
for
exercise at the time the Notice of Exercise is submitted, in which case the
number of Shares receivable upon the exercise of this Warrant as a whole, and
the amount payable upon the exercise of this Warrant as a whole, shall be
proportionately reduced. Upon any such partial exercise, the Company at its
expense will forthwith issue to the Holder a new Warrant Agreement of like
tenor
calling for Warrants to purchase the number of shares of Common Stock as to
which rights have not been exercised.
2. Delivery
of Stock Certificates Upon Exercise.
As soon
as practicable after the exercise of any Warrants, and in any event within
five
(5) business days thereafter, the Company,
2
at
its
expense, will cause to be issued in the name of and delivered to the Holder
a
certificate or certificates for the number of fully paid and non-assessable
shares of Common Stock to which the Holder shall be entitled upon such exercise,
subject to compliance with Section 7 hereof. Any shares of Common Stock as
to
which this Warrant is exercised shall be deemed issued on and as of the date
of
such exercise, and the Holder shall thereupon be deemed to be the owner of
record of such Shares.
3. Anti-Dilution
Adjustments.
3.1 Change
in Capitalization.
In case
of any stock split (forward or reverse), stock dividend or similar transaction
prior to the Expiration Date which increases or decreases the number of
outstanding shares of Common Stock, appropriate adjustment shall be made by
the
Board of Directors of the Company to the number of Shares and the Exercise
Price
per Share of Common Stock which may be purchased under this Warrant
Agreement.
3.2 Reclassification.
In case
of any reclassification, capital reorganization or change of the outstanding
Common Stock of the Company (other than as a result of a subdivision,
combination or stock dividend covered by Section 3.1 hereof), at any time prior
to the Expiration Date, then, as a condition of such reclassification,
reorganization or change, lawful provision shall be made, and duly executed
documents evidencing the same from the Company or its successor shall be
delivered to the Holder, so that the Holder shall have the right prior to the
expiration of this Warrant Agreement to purchase, at a total price not to exceed
that payable upon the exercise of the unexercised portion of the Warrants,
the
kind and amount of shares of stock and other securities and property receivable
upon such reclassification, reorganization or change, by a holder of the number
of shares of Common Stock of the Company which might have been purchased by
the
Holder immediately prior to such reclassification, reorganization or change,
and
in any such case appropriate provisions shall be made with respect to the rights
and interest of the Holder to the end that the provisions hereof (including
without limitation, provisions for the adjustment of the Exercise Price and
of
the number of Shares purchasable upon exercise of the Warrants) shall thereafter
be applicable in relation to any shares of stock and other securities and
property thereafter deliverable upon exercise hereof.
3.3 Consolidation,
Merger and Sale of Assets.
In case
of any consolidation of the Company with or a merger of the Company into another
corporation or in case of any sale or conveyance and to another corporation
of
the property of the Company as an entirety or substantially as an entirety,
upon
any such consolidation, merger, sale or conveyance (i) the surviving entity
is a publicly traded company, and (ii) the consideration to be received by
the holders of the Company’s Common Stock includes publicly traded equity
securities in the surviving entity or parent corporation, the Company agrees
that a condition of such transaction will be that the successor or purchasing
corporation, as the case may be, shall assume the obligations of the Company
hereunder in writing. In the case of any such consolidation, merger or sale
or
conveyance, the Holder shall have the right until the Expiration Date upon
payment of the Exercise Price in effect immediately prior to such action, to
receive the kind and amount of shares and other securities and/or property
which
it would have owned or have been entitled to receive after the happening of
such
consolidation, merger, sale or conveyance had this Warrant been exercised
immediately prior to such action, subject to adjustments which shall be as
nearly equivalent as may be practicable to the adjustments provided for in
this
Section 3. The
3
provisions
of this Section 3.3 shall similarly apply to successive consolidations, mergers,
sales or conveyances.
3.4 Non-Public
Successor.
In case
of any consolidation of the Company with or a merger of the Company into another
corporation 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, upon
any
such consolidation, merger, sale or conveyance (i) the surviving entity is
a non-publicly traded company, or (ii) the consideration to be received by
the holders of the Company’s Common Stock does not include any publicly traded
equity securities in the surviving entity or its parent corporation, the Company
agrees that a condition of such transaction will be that the Company shall
mail
to the Holder at the earliest applicable time (and, in any event not less than
ten (10) days before any record date for determining the persons entitled to
receive the consideration payable in such transaction) written notice of such
record date. Such notice shall also set forth facts as shall indicate the effect
of such action (to the extent such effect may be known at the date of such
notice) on the Exercise Price of and the kind and amount of the Shares and
other
securities and property deliverable upon exercise of this Warrant. Upon the
closing of the transaction referenced in the foregoing notice, this Warrant
Agreement to the extent then unexercised shall terminate.
3.5 Exchanges
and Distributions With Respect to Common Stock.
If the
Company shall exchange for its Common Stock or distribute with respect to its
Common Stock other securities issued by it, the Company shall give notice
thereof to the Holder, and the Holder shall have the right thereafter (until
the
Expiration Date) to exercise the Warrants for the kind and amount of shares
of
stock and other securities retained or received by a holder of the number of
shares of Common Stock of the Company into which the Warrants might have been
exercised immediately prior to such exchange or distribution, subject to
adjustment as provided hereinabove.
3.6 Officer’s
Certificate.
Whenever the Exercise Price per Share or the number of shares of Common Stock
subject to this Warrant Agreement is adjusted, the Company shall promptly mail
to the Holder a notice of adjustment. The notice of adjustment shall include
a
brief statement of the facts requiring the adjustment and the manner of
computing it, and shall be certified by the chief financial officer of the
Company. The determination of the adjustment shall be made by the Company in
its
sole discretion and shall be final and binding upon the Holder.
4. Shares
to Be Fully Paid; Reservation of Capital Stock Issuable Upon Exercise of
Warrants.
The
Company covenants and agrees that any Shares issued hereunder will, upon
issuance, be fully paid and non-assessable and free from all taxes, liens and
charges with respect to the issuance thereof. The Company shall at all times
reserve and keep available out of its authorized but unissued capital stock,
solely for the issuance and delivery upon the exercise of the Warrants, such
number of its duly authorized shares of Common Stock as from time to time shall
be issuable upon the exercise of the Warrants.
5. Fractional
Shares.
The
Company shall not issue fractions of shares of Common Stock upon exercise of
the
Warrants or scrip in lieu thereof. If any fraction of a share of Common Stock
would, except for the provisions of this Section 5, be issuable upon exercise
of
4
the
Warrants, then the number of shares of Common Stock to be issued shall be
rounded up or down to the nearest whole share.
6. Transfer
Restrictions.
A
Holder, including the Initial Holder or any subsequent Holder, may transfer
this
Warrant Agreement only to (i) any other Holder of Warrants that are part of
the Series, (ii) any entity controlled by, controlling or under common
control of the Holder, or for which the Holder is acting as the representative,
or to one or more of its shareholders, directors, officers, members, employees
or limited or general partners, or to entities that manage or co-manage the
Holder or any of its limited or general partners, or (iii) any member of
the immediate family (which shall be deemed to include a spouse, parent, or
child) of an individual Holder or trust for the benefit of any such individual.
Prior to any such transfer, the Holder must deliver the Assignment Form in
the
form of Exhibit
B
hereto
and provide information to the Company, in writing, regarding the proposed
transferee sufficient for the Company to determine the eligibility of such
transferee under this Section 6.
7. Securities
Law Compliance.
7.1 Investment.
Unless
the Shares to be issued upon exercise of the Warrants are then included in
an
effective registration statement filed under the Securities Act of 1933, as
amended (the “Securities
Act”),
the
Holder, by accepting this Warrant Agreement, covenants and agrees that, at
the
time of exercise hereof, and at the time of any proposed transfer of Shares
acquired upon exercise hereof, the Holder will deliver to the Company a written
statement that the securities acquired by the Holder upon exercise hereof are
for the account of the Holder or are being held by the Holder as trustee,
investment manager, investment advisor or as any other fiduciary for the account
of the beneficial owner or owners for investment and are not acquired with
a
view to, or for sale in connection with, any distribution thereof (or any
portion thereof) and with no present intention (at any such time) of offering
and distributing such securities (or any portion thereof), and including such
other representations as may be reasonably requested by counsel to the Company.
Further, the Holder shall comply with such provisions of applicable state
securities laws as counsel to the Company or other counsel reasonably acceptable
to the Company shall advise. The Holder shall have certain rights to include
the
Common Stock underlying this Warrant in a registration statement in accordance
with Section 8 hereof.
7.2 Legend.
Unless
the Shares issuable upon exercise of the Warrants are registered under the
Securities Act, upon exercise of any part of the Warrants and the issuance
of
any of such Shares, the Company shall instruct its transfer agent to enter
stop
transfer orders with respect to such Shares, and all certificates representing
the Shares issued upon exercise hereof shall bear on the face thereof
substantially the following legend, insofar as is consistent with applicable
law:
“The
shares of Common Stock represented by this Certificate have not been registered
under the Securities Act of 1933, as amended, and may not be sold, offered
for
sale, assigned, transferred or otherwise disposed of unless registered pursuant
to the provisions of that Act or an opinion of counsel to the Company is
obtained stating that such disposition is in compliance with an available
exemption from such registration.”
5
8. Registration
Under the Securities Act of 1933.
8.1 Piggy-Back
Rights.
(a) If
at any
time prior to the Expiration Date the Company proposes to register shares of
its
Common Stock under the Securities Act on any form for the registration of its
Common Stock under the Securities Act (the “Registration
Statement”)
for
the account of stockholders (other than a registration relating to (i) a
registration of a stock option, stock purchase or compensation or incentive
plan
or of stock issued or issuable pursuant to any such plan, or a dividend
investment plan; (ii) a registration of securities proposed to be issued in
exchange for securities or assets of, or in connection with a merger or
consolidation with, another corporation; or (iii) a registration of
securities proposed to be issued in exchange for other securities of the
Company) in a manner which would permit registration of the Shares for sale
to
the public under the Securities Act (a “Piggyback
Registration”),
it
will at such time give prompt written notice to the Holder of its intention
to
do so and of the Holder’s rights under this Section 8.1. Such rights are
referred to hereinafter as “Piggyback
Registration Rights”.
Upon
the written request of the Holder to the Company made within ten (10) days
after
the giving of any such notice (which request shall specify the number of Shares
intended to be disposed of by the Holder and the intended method of disposition
thereof), the Company will include in the Registration Statement the Shares
(the
“Registrable
Shares”)
which
the Company has been so requested to register by the Holder, provided that
the
Company’s obligation shall continue after exercise of the Warrants, but it need
not include any Shares in a Registration Statement filed after the Expiration
Date.
(b) The
Company shall include the Registrable Shares in the Registration Statement
it
files pursuant to a Registration Rights Agreement, dated February 16, 2006,
by
and among the Company and the purchasers in the Placement.
(c) If,
any
time after giving written notice of its intention to register any securities
in
a Piggyback Registration but prior to the effective date of the related
Registration Statement filed in connection with such Piggyback Registration,
the
Company shall determine for any reason not to register such securities, the
Company will give written notice of such determination to the Holder and
thereupon shall be relieved of its obligation to register any Shares in
connection with such Piggyback Registration.
(d) The
Holder may elect in writing, not later than three (3) business days prior to
the
effectiveness of the Piggyback Registration not to have its Shares so included
in connection with the Registration Statement.
(e) If
the
securities covered by the Registration Statement are to be underwritten, the
Company shall not be required to include therein any of the Registrable Shares
unless the Holder accepts the terms of the underwriting as agreed upon between
the Company and the underwriters selected by it. If in the opinion of the
managing underwriter, the registration of all, or a part of, the Shares which
the Holder has requested to be included in the Registration Statement would
adversely affect such public offering, then, (i) the Company shall be
required to include in the underwriting only the number of Registrable Shares,
if any, which the managing underwriter believes may be sold without causing
such
adverse effect, and the
6
number
of
shares of Common Stock that may be included in such registration shall be
allocated among all selling stockholders, requesting to participate in such
registration in proportion (as nearly as practicable) to the amount of shares
of
Common Stock owned by each selling stockholder (including the Holder), or
(ii) the Company may require the selling shareholders (including the
Holder) to delay any offering of the Shares for a period of up to ninety (90)
days.
(f) The
Company is obligated to file only one Registration Statement pursuant to this
Section 8 which is declared effective under the Securities Act. The Piggyback
Registration Rights under this Section 8 are the only rights granted by the
Company to the Holder to include its Shares in a Registration
Statement.
8.2 Obligations
of the Company.
(a) The
Company shall comply with the requirements of this Section 8 at its own expense.
That expense shall include, but not be limited to, legal, accounting,
consulting, printing, federal and state filing fees, NASDAQ or Exchange fees,
out-of-pocket expenses incurred by counsel, accountants and consultants retained
by the Company, and miscellaneous expenses directly related to the Registration
Statement. However, this expense shall not include the portion of any
underwriting commissions, transfer taxes and any underwriter’s accountable and
nonaccountable expense allowances attributable to the offer and sale of the
Registrable Shares or the fees and expenses of counsel to the Holder, all of
which expenses shall be borne by the Holder. The Company shall include in the
Piggyback Registration, and the prospectus included therein, all information
and
materials necessary or advisable to comply with the applicable statutes and
regulations so as to permit the public sale of the Registrable Shares by the
Holder.
(b) The
Company shall supply to the Holder a reasonable number of copies of the
preliminary, final or other prospectus, all prepared in conformity with the
requirements of the Securities Act and the rules and regulations promulgated
thereunder, and such other documents as the Holder shall reasonably
request.
(c) The
Company shall cooperate with respect to (i) all necessary or advisable
actions relating to the preparation and the filing of the Piggyback Registration
and arising from the provisions of this Section 8, (ii) all reasonable
efforts to establish an exemption from the provisions of the Securities Act
or
any other federal or state securities statutes, (iii) all necessary or
advisable actions to register or qualify the public offering at issue pursuant
to federal securities statutes and the state “blue sky” securities statutes of
each jurisdiction that the Holder shall reasonably request, and (iv) all
other necessary or advisable actions to enable the Holder of this Warrant and/or
the Registrable Shares to complete the contemplated disposition of the Shares
in
each reasonably requested jurisdiction.
(d) The
Company shall keep the Registration Statement to which this Section 8 applies,
and all amendments thereto, effective and current under the Securities Act
for a
period that will terminate upon the earlier of (i) the date on which the
Registrable Shares have been sold and (ii) the date on which the Shares may
be
sold pursuant to Rule 144(k) (the “Effectiveness
Period”)
and
advise the Holder in writing when the Effectiveness Period has expired.
Notwithstanding the foregoing, if the Company determines, in its good faith
reasonable
7
judgment,
that it should withdraw the Registration Statement because the Company is
engaged in or in good faith plans to engage in any financing, acquisition or
other material transaction which would be adversely affected by the maintenance
of the Registration Statement otherwise required to be filed pursuant to this
Section 8, or that the Company is in the possession of material nonpublic
information required to be disclosed in such Registration Statement or an
amendment or supplement thereto, the disclosure of which in such Registration
Statement would be materially disadvantageous to the Company, the Company may
withdraw the Registration Statement and shall promptly notify the Holder of
the
intention for the withdrawal and the reasons therefor.
(e) The
Company shall indemnify and hold harmless the Holder from and against all
losses, claims, damages, and liabilities, including, but not limited to,
reasonable attorneys’ fees and any and all expenses reasonably incurred in
investigating, preparing, defending or settling any claim, arising from or
relating to (i) any untrue or alleged untrue statement of a material fact
contained in Registration Statement to which this Section 8 applies, or
(ii) any omission or alleged omission to state a material fact necessary to
make the statements contained in Registration Statement to which this Section
8
applies not misleading; provided, however, that the indemnification continued
in
this clause shall not apply if the untrue statement or omission, or alleged
untrue statement or omission, was the result of information furnished in writing
to the Company by the Holder expressly for use in the Registration Statement
at
issue. To the extent that the indemnification contained in this provision
applies, the Company also shall indemnify and hold harmless each officer,
director, employee, controlling person or agent of an indemnified
Holder.
8.3 Obligations
of the Holder.
(a) The
Company’s obligations contained in this Section 8 shall be conditioned upon a
timely receipt by the Company in writing of the following:
(i) Information
as to the terms of the contemplated public offering furnished by and on behalf
of the Holder intending to make a public distribution of Shares;
and
(ii) Such
other information as the Company may reasonably require from the Holder, or
any
underwriter for the Holder, for inclusion in the Piggyback
Registration.
(b) The
Holder shall indemnify the Company and its officers, directors and agents with
respect to an untrue statement of material fact or omission of material fact
which was the result of information furnished in writing to the Company from
the
Holder expressly for use in the Registration Statement.
(c) The
Holder acknowledges that the Company shall have no obligation to include any
Shares in a Piggyback Registration if the Shares then can be publicly sold
pursuant to Rule 144 under the Securities Act.
9. Replacement
of Warrant Agreement.
Upon
receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant Agreement and (in the case of loss,
theft or destruction) upon delivery of an indemnity agreement, and if requested
by the Board of Directors, a bond in an amount reasonably
8
satisfactory
to it, or (in the case mutilation) upon surrender and cancellation hereof,
the
Company will issue in lieu thereof a new Warrant Agreement of like
tenor.
10. Rights
as a Warrant Holder.
The
Holder shall not, by virtue hereof, be entitled to any rights of a stockholder
in the Company, either at law or equity except with respect to certificates
representing shares of Common Stock issued upon exercise of this Warrant
Agreement. The rights of the Holder are limited to those expressed in this
Warrant Agreement and are not enforceable against the Company except to the
extent set forth herein. Prior to due presentment for transfer of this Warrant
Agreement, the Company may deem and treat the Holder as the absolute owner
of
this Warrant Agreement for purposes of any exercise hereof and for all other
purposes and such right of the Company shall not be affected by any notice
to
the contrary.
11. Subdivision
of Rights.
This
Warrant Agreement (as well as any new Warrants issued pursuant to the provisions
of this Section) is exchangeable upon the surrender hereof by the Holder at
the
principal office of the Company for any number of new Warrants of like tenor
and
date representing in the aggregate the right to subscribe for and purchase
the
number of shares of Common Stock of the Company that may be subscribed for
and
purchased hereunder.
12. Sending
of Notices.
All
notices and other communications with respect to this Warrant Agreement shall
be
in writing and sent by express mail or courier service or by personal delivery,
if to the Holder, to the address set forth at the end of this Warrant Agreement,
and if to the Company, to One University Plaza, Hackensack, New Jersey 07601,
or
to such other address as either party hereto may duly give to the
other.
13. Headings.
The
headings in this Warrant Agreement are for purposes of reference only and shall
not limit or otherwise affect the meaning of the terms hereof.
14. Change,
Waiver, Discharge or Termination.
This
Warrant Agreement sets forth the entire agreement between the Company and the
Holder with respect to the matters herein. Neither this Warrant Agreement nor
any term hereof may be changed, waived, discharged or terminated orally, but
only by an instrument in writing signed by the party against which enforcement
of the change, waiver, discharge or termination is sought. The Company shall
not
amend any other Warrant Agreement issued as part of this Series to make terms
thereunder more favorable to the Holder thereof without offering the same
amended terms to the Holder hereof.
15. Binding.
This
Warrant Agreement shall be binding upon and inure to the benefit of the Company
and the Holder, and their respective successors and assigns.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
9
16. Governing
Law.
This
Warrant Agreement shall be governed by, and construed in accordance with, the
laws of the State of Delaware, without giving effect to principles of conflicts
of law.
|
CAPRIUS,
INC.
|
||
|
By:
|
|
|
|
Dated:
February 17, 2006
|
Name:
Xxxxxxxx Xxxxx
|
|
|
Title:
Chief Financial Officer
|
||
Agreed
to:
XXXXXXX
& CO. (UK) LTD.
| By: | ||
| Name: | ||
| Title: |
10
EXHIBIT
A
NOTICE
OF EXERCISE
(To
be
executed by a Holder desiring to exercise the right to purchase Shares pursuant
to a Warrant.)
The
undersigned Holder of the attached Warrant Agreement hereby:
1. Irrevocably
elects
to
exercise the Warrant therein by (please check the applicable
blank):
(a) _____
Cash Exercise to the extent of purchasing ________ Shares at $_____, and makes
payment in full of the aggregate Exercise Price for those Shares in the amount
of $___________ by wire transfer or the delivery of certified funds or a bank
cashier’s check; or
(b) _____
Net
Issue Exercise pursuant to the provision of Section 1.3 for the purchase of
________ Shares at $_____, such Number of Shares and Exercise Price subject
to
Section 3 of the Warrant Agreement.
2. Requests
that a certificate for the Shares be issued in the name of the undersigned,
or,
if the name and address of some other person is specified below, in the name
of
such other person:
__________________________________________
__________________________________________
__________________________________________
(Name,
address and tax identification number of person other
than
the
undersigned in whose name Shares are to be registered.)
3. Requests,
if the number of Shares purchased are not all the Shares purchasable pursuant
to
the unexercised portion of the Warrants, that a new Warrant Agreement of like
tenor for the remaining Shares purchasable pursuant to the Warrants be issued
and delivered to the undersigned at the address stated below.
| Dated: | |||
| Signature |
(This
signature must conform in all respects to the name of the Holder as specified
on
the face of the Warrant Agreement)
| Social Security or Tax Identification Number | Printed Name |
| Address: | ||
| Stock Warrant No.: ## | ||
EXHIBIT
B
ASSIGNMENT
FORM
FOR
VALUE RECEIVED, the
undersigned,
________________________________,
hereby sells, assigns and transfers unto:
| Name: | ||
| (Please type or print in block letters.) | ||
| Address: | ||
the
right
to purchase _______________ shares (the “Shares”) of Caprius, Inc. (the
“Company”) pursuant to the terms and conditions of the Warrant Agreement held by
the undersigned. The undersigned hereby authorizes and directs the Company
(i) to issue and deliver to the above-named assignee at the above address a
new Warrant Agreement pursuant to which the rights to purchase being assigned
may be exercised, and (ii) if there are rights to purchase Shares remaining
pursuant to the undersigned’s Warrants after the assignment contemplated herein,
to issue and deliver to the undersigned at the address stated below a new
Warrant Agreement evidencing the right to purchase the number of Shares
remaining after issuance and delivery of the Warrants to the above-named
assignee. Except for the number of Shares purchasable, the new Warrant Agreement
to be issued and delivered by the Company is to contain the same terms and
conditions as the undersigned’s Warrant Agreement. This Assignment is subject to
receipt by the Company of such investment representations by the assignee,
as
may be reasonably required under the Securities Act of 1933, as amended. To
complete the assignment contemplated by this Assignment Form, the undersigned
hereby irrevocably constitutes and appoints ________________________________
as
the undersigned’s attorney-in-fact to transfer the Warrants and the rights
thereunder on the books of the Company with full power of substitution for
these
purposes.
| Dated: | |||
| Signature |
(This
signature must conform in all respects to the name of the Holder as specified
on
the face of the Warrant Agreement)
| Social Security or Tax Identification Number | Printed Name |
| Address: | ||
| Stock Warrant No.: ## | ||
