THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT") OR ANY STATE SECURITIES LAWS ("STATE LAWS"), AND MAY NOT BE SOLD, OFFERED
FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED
PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT AND APPLICABLE STATE LAWS OR AN
OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE
WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.
FIBERCORE, INC.
WARRANT FOR THE PURCHASE
OF 1,000,000 SHARES OF COMMON STOCK
No. W-3
FOR VALUE RECEIVED, FIBERCORE, INC., a Nevada corporation (the "Company"),
hereby certifies that Techman International Corp., or its sole shareholder Xx.
X. Xxxxxx Xxxx (collectively, the "Holder"), is entitled, subject to the
provisions of this Warrant, to receive from the Company, up to 1,000,000 fully
paid and non-assessable shares of Common Stock in lieu of commissions to be paid
on the Company's receipt of gross proceeds on sales generated by the Holder for
the Company of up to $200,000,000 (the "Limit"), or 1 share for every $200 of
sales (the "Exercise Price").
This Warrant was issued by the Company pursuant to a certain
Distributor Agreement of even date herewith between the Company and the Holder
(the "Agreement").
The term "Common Stock" means the Common Stock, par value $0.001 per
share, of the Company as constituted as of November 1, 1995 (the "Issue Date").
The number of shares of Common Stock to be received upon the exercise of this
Warrant may be adjusted from time to time as hereinafter set forth. The shares
of Common Stock deliverable upon such exercise, and as adjusted from time to
time, are hereinafter referred to as "Warrant Stock." The term "Other
Securities" means any other equity or debt securities that may be issued by the
Company in addition thereto or in
substitution for the Warrant Stock. The term "Company" means and includes the
corporation named above as well as (i) any immediate or more remote successor
corporation resulting from the merger or consolidation of such corporation (or
any immediate or more remote successor corporation of such corporation) and (ii)
any corporation to which such corporation has transferred its property or assets
as an entirety or substantially as an entirety.
Upon receipt by the Company of evidence reasonably 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 cancellation of this Warrant, if mutilated, the Company shall execute a new
Warrant of like tenor and date. Any such new Warrant executed shall constitute
an additional contractual obligation on the part of the Company, whether or not
this Warrant so lost, stolen, destroyed or mutilated shall be at any time
enforceable by anyone.
The Holder agrees with the Company that this Warrant is issued, and all
the rights hereunder shall be held, subject to all of the conditions,
limitations and provisions set forth herein.
1. Exercise of Warrant.
-------------------
1.1 This Warrant shall be exercised automatically from time to
time, in increments of $1,000,000 of Exercise Price, up to the Limit. If this
Warrant should be exercised in part only, the Company may execute a new Warrant
evidencing the rights of the Holder thereof to receive the balance of the shares
receivable hereunder. The Holder shall be deemed to be the holder of record of
the shares of Common Stock issuable upon such exercise, notwithstanding that the
transfer books of the Company shall then be closed or that certificates
representing such shares of Common Stock shall not then be actually delivered to
the Holder. The Company shall pay any and all documentary stamp or similar issue
or transfer taxes payable in respect of the issue of shares of Common Stock on
exercise of this Warrant, except if such shares are to be registered in the name
of someone other than the Holder.
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1.2 The Holder hereby acknowledges that neither this Warrant
nor any of the securities that may be acquired upon exercise of this Warrant,
including the Warrant Stock and the Other Securities, have been registered under
the Securities Act or under the State Securities Laws. The Holder acknowledges
that, upon exercise of this Warrant, the securities to be issued upon such
exercise may be subject to applicable federal and state securities (or other)
laws requiring registration, qualification or approval of governmental
authorities before such securities may be validly issued or delivered upon
notice of such exercise. The Company's sole obligation to any Holder upon
exercise hereof shall be to use its best efforts to obtain exemptions from
registration or qualification for the issuance of such securities under
applicable state and federal securities laws, and the Holder further agrees that
the issuance of such securities shall be deferred until such exemption shall
have been obtained. With respect to any such securities, this Warrant may not be
exercised by, and securities shall not be issued, to any Holder in any state in
which such exercise would be unlawful. Any restrictions imposed by this section
upon the exercise of this Warrant shall cease and terminate as to any particular
shares of Common Stock (x) when such securities shall have been registered under
the Securities Act and all applicable State Securities Laws, or (y) when, in the
opinion of counsel to the Company, such restrictions are no longer required in
order to ensure compliance with the Securities Act or any applicable State
Securities Laws.
2. Reservation of Shares. The Company shall at all times reserve for
issuance and delivery upon exercise of this Warrant all shares of Common Stock
or other shares of capital stock of the Company (and Other Securities) from time
to time receivable upon exercise of this Warrant. All such shares (and Other
Securities) shall be duly authorized and, when issued upon such exercise, shall
be validly issued, fully paid and non-assessable and free of all preemptive
rights.
3. Fractional Shares. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant.
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4. 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 in
equity, and the rights of the Holder are limited to those expressed in this
Warrant.
5. Anti-Dilution Provisions.
------------------------
5.1 Adjustment for Recapitalization. If the Company shall at
any time combine or subdivide its outstanding shares of Common Stock (or other
securities at the time receivable upon the exercise of the Warrant) by
recapitalization, reclassification, split-up, combination or reverse split
thereof, the Exercise Price per share of Warrant Stock subject to this Warrant
immediately prior to such combination or subdivision shall be proportionately
increased or decreased, as the case may be. Any such adjustment to the Exercise
Price pursuant to this Section 5.1 shall be effective at the close of business
on the effective date of such subdivision or combination or if any adjustment is
the result of a stock dividend or distribution, then the effective date for such
adjustment based thereon shall be the record date therefor.
Whenever the number of shares of Common Stock receivable upon
the exercise of this Warrant is adjusted, as provided in this Section 5, the
Exercise Price shall be adjusted to the nearest cent by multiplying such
Exercise Price immediately prior to such adjustment by a fraction (x) the
numerator of which shall be the number of shares of Common Stock receivable upon
the exercise immediately prior to such
4
adjustment, and (y) the denominator of which shall be the number of shares of
Common Stock so receivable immediately thereafter.
5.2 Adjustment for Reorganization, Consolidation, Merger, Etc.
In case of any reorganization of the Company (or any other corporation, the
securities of which are at the time receivable on the exercise of this Warrant)
after the date of this Warrant or in case after such date the Company (or any
such other corporation) shall consolidate with or merge into another corporation
or convey all or substantially all of its assets to another corporation, then,
and in each such case, the Holder of this Warrant upon the exercise thereof at
any time after the consummation of such reorganization, consolidation, merger or
conveyance, shall be entitled to receive, in lieu of the securities and property
receivable upon the exercise of this Warrant prior to such consummation, the
securities or property to which such Holder would have been entitled upon such
consummation if such Holder had exercised this Warrant immediately prior
thereto; in each such case, the terms of this Warrant shall be applicable to the
securities or property receivable upon the exercise of this Warrant after such
consummation.
5.3 Adjustment for Dilutive Events. 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 (any such issuance being herein called a "Change of
Shares"), then, and thereafter immediately before the record date for each
Change of Shares, the Exercise Price for the Warrants (whether or not the same
shall be issued and outstanding) shall be adjusted (to the nearest cent), with
such adjusted Exercise Price determined by dividing (1) the product of (a) the
Exercise Price in effect immediately before such Change of Shares and (b) the
sum of (i) the total number of shares of Common Stock outstanding immediately
prior to such Change of Shares, and (ii) the number of shares determined by
dividing (A) the aggregate consideration, if any, received by the Company upon
such issuance by (B) the Exercise Price in effect immediately prior to such
Change of Shares, by (2) the total number of shares of Common Stock outstanding
immediately after such Change of Shares.
5
For the purposes of any adjustment to be made in accordance
with this Section 5 the following provisions shall be applicable:
5.3.1. Shares of Common Stock issuable by way
of dividend or other distribution on any stock of the Company shall be deemed to
have been issued immediately after the opening of business on the day following
the record date for the determination of stockholders entitled to receive such
dividend or other distribution and shall be deemed to have been issued without
consideration.
5.3.2. The reclassification of securities of
the Company other than shares of Common Stock into securities including shares
of Common Stock shall be deemed to involve the issuance of such shares of Common
Stock for a consideration other than cash immediately prior to the close of
business on the date fixed for the determination of security holders entitled to
receive such shares, and the value of the consideration allocable to such shares
of Common Stock shall be determined as provided in Section 5.
5.3.3. The number of shares of Common Stock at
any one time outstanding shall be deemed to include the aggregate maximum number
of shares issuable (subject to readjustment upon the actual issuance thereof)
upon the exercise of options, rights or warrants and upon the conversion or
exchange of convertible or exchangeable securities.
5.3.4. Upon each adjustment of the Exercise
Price pursuant to this Section 5, the number of shares of Common Stock
receivable upon the exercise of each Warrant shall be the number derived by
multiplying the number of shares of Common Stock receivable 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.
a. In case of any reclassification or
change of outstanding shares of Common Stock issuable upon exercise of the
Warrants (other than a change in par value, or from par value to no par value,
or from no par value to par value or as a result of subdivision or combination),
or in case of any
6
consolidation or merger of the Company with or into another corporation (other
than a merger with a subsidiary 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 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 corporate office of the stock
transfer agent, if any, a statement signed by its Chief Executive Officer,
President or a Vice President and by its Treasurer or an Assistant Treasurer or
its Secretary or an Assistant Secretary evidencing such provision.
b. After each adjustment of the Exercise
Price pursuant to this Section 5, the Company will promptly prepare a
certificate signed by the Chairman, Chief Executive Officer 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 shares of Common Stock receivable upon exercise of each
Warrant, after such adjustment, and (iii) a brief statement of the facts
accounting for such adjustment. The Company will promptly 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 the
7
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.
c. No adjustment of the Exercise Price
shall be made as a result of or in connection with the issuance or sale of
shares of Common Stock pursuant to options, warrants, stock purchase agreements
and convertible or exchangeable securities outstanding or in effect on the date
hereof or hereafter. 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.
5.4 Notices of Record Date, Etc. In case:
5.4.1 the Company shall take a record of the
holders of its Common Stock (or Other Securities at the time receivable upon the
exercise of the Warrant) for the purpose of entitling them to receive any
dividend (other than a cash dividend at the same rate as the rate of the last
cash dividend theretofore paid) or other distribution, or any right to subscribe
for, purchase or otherwise acquire any shares of any class or any other
securities, or to receive any other right; or
5.4.2 of any capital reorganization of the
Company, any reclassification of the capital stock of the Company, any
consolidation or merger of the Company with or into another corporation, or any
conveyance of all or substantially all of the assets of the Company to another
corporation; or
5.4.3 of any voluntary or involuntary
dissolution, liquidation or winding up of the Company,
then, and in each such case, the Company shall mail or cause to be mailed to
each Holder of the Warrant at the time outstanding a notice specifying, as the
case may be, (i) the date on which a record is to be taken for the purpose of
such dividend, distribution or right, and stating the amount and character of
such dividend, distribution or right, or (ii) the date on which such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding up is to take place, and the time, if any,
is to be fixed, as to which the holders of record of Common Stock (or such other
securities at
8
the time receivable upon the exercise of the Warrant) shall be entitled to
exchange their shares of Common Stock (or other such securities) for securities
or other property deliverable upon such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation or winding up. Such
notice shall be mailed at least 20 days prior to the date therein specified, and
the Warrant may be exercised prior to said date during the term of the Warrant.
6. Registration Covenants of the Company.
-------------------------------------
6.1 The Company covenants and agrees that the Company will use
its best efforts to effect the registration of the shares of Common Stock
issuable upon exercise of the Warrants and will as expeditiously as possible:
(a) prepare and file with the Securities and
Exchange Commission (the "Commission") a registration statement with respect to
the issuance of Common Stock issuable upon exercise of the Warrants (the
"Registrable Securities") (as well as any necessary amendments or supplements
thereto)(a "Registration Statement") which Registration Statement (A) will state
that the holders of Registrable Securities covered thereby may sell such
Registrable Securities under such Registration Statement or pursuant to Rule 144
(or any similar rule then in effect), (B) when it becomes effective, and when
any post-effective amendment thereof and supplement thereto is filed, the
Registration Statement, as then amended or supplemented, will comply in all
material respects with the applicable provisions of the Securities Act and the
rules and regulations thereunder and, except for information provided in writing
by the Holder or other Holders for inclusion in the Registration Statement for
which the Company does not represent or warrant as to its accuracy, will not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they are made, not misleading;
(b) furnish to the Holders copies of such
Registration Statement and any amendments or supplements thereto and any
prospectus forming a part thereof prior to filing, which documents will be
subject to the review of counsel for the Holders;
9
(c) use its best efforts to cause such
Registration Statement to become effective;
(d) notify the Holders, promptly after the
Company shall receive notice thereof, of the time when said Registration
Statement becomes effective or when any amendment or supplement to any
prospectus forming a part of said Registration Statement has been filed;
(e) notify the Holders promptly of any
request by the Commission for the amending or supplementing of such Registration
Statement or prospectus or for additional information;
(f) advise the Holders after the Company
shall receive notice or obtain knowledge thereof of the issuance of any order by
the Commission suspending the effectiveness of any such Registration Statement
or amendment thereto or of the initiation or threatening of any proceeding for
that purpose, and promptly use its reasonable best efforts to prevent the
issuance of any stop order or to obtain its withdrawal promptly if such stop
order should be issued;
(g) prepare and file with the Commission
such amendments and supplements to such Registration Statement and the
prospectus forming a part thereof as may be necessary to keep such Registration
Statement effective until such time as the Holders pursuant to such Registration
Statement have disposed of all such Registrable Securities but in no event
exceeding five (5) years from the date of effectiveness;
(h) furnish to each Holder such number of
copies of such Registration Statement, each amendment and supplement thereto,
the prospectus included in such Registration Statement (including each
preliminary prospectus) and such other documents as that Holder may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by such Holder;
(i) use its reasonable best efforts to
register or qualify such Registrable Securities under such other securities or
blue sky laws of such jurisdictions as determined by the Holders and do any and
all other acts and things which may
10
be reasonably necessary or advisable to enable the Holders to consummate the
disposition in such jurisdictions of the Registrable Securities (provided that
the Company will not be required to: (A) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify; (B) subject
itself to taxation in any such jurisdiction; or (C) consent to general service
of process in any such jurisdiction);
(j) notify the Holders at any time when a
prospectus relating thereto is required to be delivered under the Securities
Act, of the happening of any event as a result of which such Registration
Statement contains an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and, at the request of the Holder, prepare a supplement
or amendment to such Registration Statement so that such Registration Statement
will not contain, to the Company's knowledge, an untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading;
(k) cause all Registrable Securities to be
listed on each securities exchange on which similar securities issued by the
Company are then listed;
(l) provide a transfer agent for all such
Registrable Securities not later than the effective date of such
Registration Statement;
(m) enter into such customary agreements
(including an underwriting agreement in customary form) and take all such other
actions as the participating Holders or the underwriters, if any, reasonably
request in order to expedite or facilitate the disposition of the Registrable
Securities;
(n) make available for inspection by the
Holders of such Registrable Securities, any underwriter participating in any
disposition pursuant to such Registration Statement and any attorney, accountant
or other professional retained by any such Holder or underwriter (collectively,
the "Inspectors"), all financial and other records, pertinent corporate
documents and properties of the Company as shall be reasonably necessary to
enable them to exercise their due
11
diligence responsibility, and cause the Company's officers, directors and
employees to supply all information reasonably requested by any Inspectors in
connection with such Registration Statement; and
(o) use its reasonable best efforts to cause
the Registrable Securities covered by such Registration Statement to be
registered with or approved by such other governmental agencies or authorities
as may be necessary to enable the Holders to consummate the disposition of such
Registrable Securities.
6.1.1 The Holder covenants and agrees to
reasonably cooperate in the preparation of the Registration Statement by
providing such information as the Company shall reasonably need from the Holder
to include the Registrable Securities in the Registration Statement.
6.2 Expenses. All expenses in connection with preparing and
filing any Registration Statement including, without limitation, costs of
complying with federal and state securities laws and regulations, attorney's and
accounting fees of the Company, printing expenses and federal and state filing
fees shall be borne in full by the Company, except that the underwriting
commissions and expenses attributable to the Registrable Securities so
registered shall be borne by such Holders.
6.3 Indemnification. Each Holder of Registrable Securities
will indemnify the Company, and each person who controls the Company within the
meaning of Section 15 of the Securities Act, from and against any and all
losses, claims, damages, expenses and liabilities caused by any untrue statement
or alleged untrue statement contained in any registration statement or in a
prospectus furnished under the Securities Act or caused by omission or alleged
omission to state a material fact therein necessary to make the statements
therein not misleading, insofar as such losses, claims, damages, expenses and
liabilities are caused by such untrue statement or alleged untrue statement or
omission or alleged omission based upon information furnished in writing to the
Company by any such Holder expressly for use in any registration statement or
prospectus and will reimburse each such indemnified person, as incurred, for any
legal or other expenses reasonably incurred by them in
12
investigating, defending or preparing to defend any such loss, claim, damage,
liability, action or proceeding. In addition, each Holder will execute and
deliver all such documents and undertakings as the Company may reasonably deem
necessary or desirable for purposes of compliance with applicable federal and
state securities laws. This indemnity agreement is in addition to any liability
which the Holder may otherwise have.
The Company agrees to indemnify and hold harmless the Holders (and each
person, if any, who controls the Holders within the meaning of the Securities
Act) from and against any loss, claim, damage or liability, joint or several, to
which they may become subject (under the Securities Act or otherwise) insofar as
such loss, claim, damage or liability (or action or proceeding in respect
thereof) arises out of, or is based upon, (A) any untrue statement or alleged
untrue statement of a material fact contained (x) in the Registration Statement,
any preliminary prospectus, if used prior to the effective date of the
Registration Statement, or any final prospectus, or any amendment thereof or
supplement thereto, or (y) in any blue sky application or other document
executed by the Company, or based upon written information furnished by the
Company, filed in any state or other jurisdiction in order to qualify any or all
of the Registrable Securities under the securities laws thereof (any such
application, document or information being hereinafter called a "Blue Sky
Application"), or (B) the omission or alleged omission to state in the
Registration Statement, any preliminary prospectus, if used prior to the
effective date of the Registration Statement, or any final prospectus, or any
amendment thereof or supplement thereto, or in any Blue Sky Application, of a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading; and will reimburse each such indemnified person, as incurred, for
any legal or other expenses reasonably incurred by them in investigating,
defending or preparing to defend any such loss, claim, damage, liability, action
or proceeding; provided, however, that the Company shall not be liable in any
such case to the extent, but only to the extent, that such loss, claim, damage
or liability arises out of or is based upon an untrue statement or an alleged
untrue statement or omission or alleged omission made in such Registration
Statement or in any Blue Sky Application in reliance upon and in conformity with
written information furnished to the
13
Company by or on behalf of such Holder specifically for use in preparation of
the Registration Statement or any such preliminary prospectus or the final
prospectus or any such amendment thereof or supplement thereto, or any Blue Sky
Application (including information concerning the manner in which the Holders
intend to effect sales of the Registrable Securities). This indemnity agreement
is in addition to any liability which the Company may otherwise have.
7. Transfers to Comply with the Securities Act. The Company shall be
under no obligation to transfer this Warrant, or any of the Common Stock issued
upon exercise of this Warrant, unless and until the Company shall have received
an opinion of counsel, reasonably acceptable to the Company, that such transfer
does not require registration of any such securities under the Securities Act or
any applicable state securities laws. This Warrant and any Warrant Stock or
Other Securities may not be sold, transferred, pledged, hypothecated or
otherwise disposed of except as follows: (a) to a person who, in the opinion of
counsel to the Company, is a person to whom this Warrant or the Warrant Stock or
Other Securities may legally be transferred without the delivery of a current
prospectus under the Securities Act with respect thereto and then only against
receipt of an agreement of such person to comply with the provisions of this
Section 8 with respect to any resale or other disposition of such securities; or
(b) to any person upon delivery of a prospectus then meeting the requirements of
the Securities Act relating to such securities and the offering thereof for such
sale or disposition, and thereafter to all successive assignees.
8. Legend. Unless the shares of Warrant Stock or Other Securities have
been registered under the Securities Act, upon exercise of any of the Warrants
and the issuance of any of the shares of Warrant Stock, all certificates
representing shares shall bear on the face thereof substantially the following
legend:
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS ("STATE LAWS"), AND
MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE
DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE
14
SECURITIES ACT AND APPLICABLE STATE LAWS OR AN OPINION OF COUNSEL IS
OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN
AVAILABLE EXEMPTION FROM SUCH REGISTRATION.
9. Supplements and Amendments. The Company may from time to time
supplement or amend this Warrant Certificate without the approval of any Holder
of Warrant Certificates in order to cure any ambiguity, to correct or supplement
any provision contained herein which may be defective or inconsistent with any
provisions herein, or to make any other provisions in regard to matters or
questions arising hereunder which the Company may deem necessary or desirable
and which the Company determines shall not adversely affect the interests of the
Holders of Warrant Certificates.
10. Notices. All notices required hereunder shall be in writing and
shall be deemed given when telegraphed, delivered personally or within two days
after mailing when by certified or registered mail, return receipt requested, to
the Company or the Holder, as the case may be, for whom such notice is intended,
at the address of such party as set forth on the first page, or at such other
address of which the Company or the Holder has been advised by notice hereunder.
11. Applicable Law. The Warrant is issued under and shall for all
purposes be governed by and construed in accordance with the laws of the State
of Massachusetts.
12. Captions. The caption headings of the Sections of this Warrant
Certificate are for convenience of reference only and are not intended, nor
should they be construed as, a part of this Warrant Certificate and shall be
given no substantive effect.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed on
its behalf, in its corporate name, by its duly authorized officer, all as of the
day and year first above written.
ATTEST [SEAL] FIBERCORE, INC.
_________________________ By:_______________________
Name:
Title:
15
