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EXHIBITI 1.3
No sale, offer to sell or transfer of the securities represented by
this certificate or any interest therein shall be made unless a
registration statement under the Federal Securities Act of 1933, as
amended, with respect to such transaction is then in effect, or the
issuer has received an opinion of counsel satisfactory to it that such
transfer does not require registration under that Act.
This Warrant will be void after 3:00 p.m. New York time on
_________________________, 2000.
UNIT PURCHASE WARRANT
To Subscribe for and Purchase Units and Additional Warrants of
EXHAUST TECHNOLOGIES, INC.
(Transferability Restricted as Provided in Paragraph 2 Below)
THIS CERTIFIES THAT, for value received, CASTLE SECURITIES CORP.,
(the "Underwriter") or registered assigns, is entitled to subscribe for
and purchase from EXHAUST TECHNOLOGIES, INC., incorporated under the
laws of the State of Washington, (the "Company") up to _________ fully
paid and non-assessable Units consisting of __________ fully paid and
non-assessable Common Stock of the Company and ___________ fully paid
non-assessable __________ (___) month Public Warrants of the Company,
as here in after defined, at the "Warrant Prices" and during the period
hereinafter set forth, subject, however, to the provisions and upon the
terms and conditions hereinafter set forth. This Warrant is one of an
issue of the Company's Unit Purchase Warrants (herein called the
"Warrants"), identical in all respects except as to the names of the
holders thereof and the number of Units purchasable thereunder,
representing on the original issue there of rights to purchase up to
__________ Units.
1. As used herein:
(a) "Common Stock" or Common Shares" shall initially refer
to the Company's common stock, $.0001 par value, per share as more
fully setforth in Section 5 hereof.
(b) The "Warrant Agreement" shall refer to the Warrant
Agreement dated as of ________________, 1999 between American
Securities Transfer & Trust, Inc. and the Company.
(c) "Public Warrants" shall refer to the Warrants included
in the Units offered to the public by the Company through CASTLE
SECURITIES CORP., pursuant to a Registration Statement cleared by the
SEC on __________________, 1999, and issued or to be issued pursuant to
the Warrant Agreement.
(d) "Underwriter's Public Warrants" shall mean the Public
Warrants except that (i) the initial exercise date thereof shall be the
date of exercise of the Underwriter's Warrant and the expiration
thereof shall be the expiration date of the Public Warrants, (ii) the
initial exercise price thereof shall be $7.00 per share during Exercise
Period One and $9.00 During Exercise Period Two (as such exercise
periods are set forth in the Underwriting Agreement defined below) and
thereafter determined as hereinafter set forth, (iii) the Company may
not redeem such Underwriter's Public Warrants, (iv) no
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terms of the Underwriter's Public Warrants may be modified without the
consent of the Underwriter and (v) the Common Shares subject to the
Underwriter's Public Warrants shall initially be as set forth in the
Warrant Agreement and there after determined as herein after set forth
without regard to the terms of the Warrant Agreement.
(e) "Units" shall consist of one fully paid and non-
assessable Common Shares and one Underwriter's Public Warrant, and
subject to adjustment pursuant to Section 4 hereof.
(f) "Common Share" Price shall, subject to adjustment
pursuant to Section 4 hereof, be $5.508 in the case of each share
included in the Units and shall be $6.12 at the time when the
Underwriter's Public Warrants have expired pursuant to the terms of the
Public Warrants. The Common Share price shall also, in the case of the
Common Shares solely related to those issued or to be issued upon
exercise of the Underwriter's Public Warrant be $7.00 if such Warrant
is exercise during exercise per one and $9.00 if such Warrant is
exercise during exercise period 2. In addition and solely for income
tax purposes, Common Share Price shall be $5.508 in the case of each
share included in the Units and shall be $6.12 at the time when the
Underwriter's Public Warrants have expired pursuant to the terms of the
Public Warrants.
(g) "Warrant Price" shall be $6.12 which is subject to
adjustment pursuant to Section 4 hereof.
(h) "Underwriter" shall refer to CASTLE SECURITIES CORP.
(i) "Underwriting Agreement" shall refer to the Underwriting
Agreement dated _______________, 199___ between the Company and the
Underwriter.
(j) "Warrants" shall refer to Warrants to purchase an
aggregate of up to __________ Units issued to the Underwriter or its
designees by the Company pursuant to the Underwriting Agreement
(including the Warrants represented by this Certificate), as such may
be adjusted from time to time pursuant to the terms of Section 4 (and
including any Warrants represented by any certificate issued from time
to time in connection with the transfer, partial exercise, exchange of
any Warrants or in connection with a lost, stolen, mutilated or
destroyed Warrant certificate, if any, or to reflect an adjusted number
of Units.
(k) "Underlying Securities" shall refer to and include the
Common Shares and Underwriter's Public Warrants issuable or issued upon
exercise of the Warrants as well as any Common Shares issued upon
exercise of the Underwriter's Public Warrants.
(l) "Holders" shall mean the registered holder of such
Warrants or any issued Underlying Securities.
2. The purchase rights represented by this Warrant may be
exercised by the holder hereof, in whole or in part at any time, and
from time to time, during the period commencing on _______________,
199____ (the "Commencement Date") until _______________, 200__ (the
"Expiration Date"), by the presentation of this Warrant, with the
purchase form attached duly executed, at the Company's office (or such
office or agency of the Company as it may designate in writing to the
Holder hereof by notice pursuant to Section 14 hereof), and upon
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payment by the Holder to the Company in cash, or by certified check or
bank draft of the Warrant Price for such Units, except if exercise is
made pursuant to Section 9 hereof, in which event Section 9 shall
control. The Company agrees that the Holder hereof shall be deemed the
record owner of such Underlying Securities as of the close of business
on the date on which this Warrant shall have been presented and payment
made for such Units as aforesaid. Certificates for the Underlying
Securities so purchased shall be delivered to the Holder hereof within
a reasonable time, not exceeding fifteen (15) days, after the rights
represented by this Warrant shall have been so exercised. If this
Warrant shall be exercised in part only, the Company shall, upon
surrender of this Warrant for cancellation, deliver a new Warrant
evidencing the rights of the Holder hereof to purchase the balance of
the Units which such Xxxxxx is entitled to purchase hereunder.
Exercise in full of the rights represented by this Warrant shall not
extinguish the rights granted under Section 9 hereof.
Nothing herein shall permit the exercise of this Warrant for
Units, Public Warrants or Shares prior to _______________, 1999.
3. Subject to the provisions of Section 8 hereof, (i) this
Warrant is exchangeable at the option of the Holder at the aforesaid
office of the Company for other Warrants of different denominations
entitling the Holder thereof to purchase in the aggregate the same
number of Units as are purchasable hereunder; and (ii) this Warrant may
be divided or combined with other Warrants which carry the same rights,
in either case, upon presentation hereof at the aforesaid office of the
Company together with a written notice, signed by the Holder hereof,
specifying the names and denominations in which new Warrants are to be
issued, and the payment of any transfer tax due in connection
therewith.
4. Subject and pursuant to the provisions of this Section 4, the
Warrant Price and number of Units subject to this Warrant shall be
subject to adjustment from time to time as set forth hereinafter in
this Section 4.
(a) (i) If the Company shall at any time subdivide its
outstanding Common Shares by recapitalization, reclassification or
split-up thereof, or other such issuance without additional
consideration, the number of Common Shares included in the Units
subject to this Warrant immediately prior to such subdivision shall be
proportionately increased, and if the Company shall at any time combine
the outstanding Common Shares by recapitalization, reclassification or
combination thereof, the number of Common Shares included in the Units
subject to this Warrant immediately prior to such combination shall be
proportionately decreased. Any such adjustment to the Warrant Price
pursuant to Section 4(e) shall become effective at the close of
business on the record date for such subdivision or combination. No
adjustment to the number of shares issuable upon exercise of this
Warrant shall be required if such adjustment provides the holders of
this Warrant with disproportionate rights, privileges and economic
benefits which are not provided to the public warrantholders.
(ii) Upon any adjustment of the number of Common Shares
included in the Units purchasable upon exercise of this Warrant
pursuant to Section 4 hereof, the number of Common Shares subject to
the Underwriter's Public Warrants in each Unit shall be adjusted to
such number of Common Shares as is equal to such adjusted number of
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Common Shares in each Unit. If any adjustment is made to the number of
Common Shares subject to the Underwriter's Public Warrants hereunder,
no adjustment shall be made at the same time to such number of shares
pursuant to the terms of the Warrant Agreement.
(b) If the Company after the date hereof shall distribute to
all of the holders of its Common Shares any securities or other assets
(other than a distribution of Common Shares or a cash distribution made
as a dividend payable out of earnings or out of any earned surplus
legally available for dividends under the laws of the jurisdiction of
incorporation of the Company), the Board of Directors shall be required
to make such equitable adjustment in the Warrant Price in effect
immediately prior to the record date of such distribution as may be
necessary to preserve to the Holder of this Warrant rights
substantially proportionate to those enjoyed hereunder by such Xxxxxx
immediately prior to the happening of such distribution. Any such
adjustment made in good faith by the Board of Directors shall be final
and binding upon the Holders and shall become effective as of the
record date for such distribution.
(c) In case of any reclassification of the outstanding
Common Shares (other than a change covered by Section 4(a) (i) hereof
or which solely affects the par value of such Common Shares) or in the
case of any merger or consolidation of the Company with or into another
corporation (other than a consolidation or merger in which the Company
is the continuing corporation and which does not result in any
reclassification or capital reorganization of the outstanding Common
Shares), or in the case of any sale or conveyance to another
corporation of the property of the Company as an entirety or
substantially as an entirety in connection with which the Company is
dissolved, the Holder of this Warrant shall have the right thereafter
(until the expiration of the right of exercise of this Warrant) to
receive upon the exercise hereof, for the same aggregate Warrant Price
payable hereunder immediately prior to such event, the kind and amount
of shares of stock or other securities or property receivable upon such
re classification, capital reorganization, merger or consolidation, or
upon the dissolution following any sale or other transfer, by a Holder
of the number of Common Shares of the Company obtain able upon the
exercise of this Warrant and the Underwriter's Public Warrants
immediately prior to such event; and if any reclassification also
results in a change in Common Shares covered by Section 4(a) (i), then
such adjustment shall be made pursuant to both this Section 4(c) and
Section 4(a) (i). The provisions of this Section 4(c) shall similarly
apply to successive re-classifications, or capital reorganizations,
mergers or consolidations, sales or other transfers.
(d) No adjustment in the number of Common Shares included in
the Units subject to this Warrant shall be required under this Section
4 hereof unless such adjustment would require an increase or decrease
in such number of shares of at least 1% of the then adjusted number of
Common Shares included in the Units issuable upon exercise of this
Warrant, provided, however, that any adjustments which by reason of the
foregoing are not required at the time to be made shall be carried
forward and taken into account and included in determining the amount
of any subsequent adjustment; and provided further, however, that in
case the Company shall at any time subdivide or combine the outstanding
Common Shares or issue any additional Common Shares as a dividend, said
percentage shall forthwith be proportionately increased in the case of
a combination or decreased in the case of a subdivision or dividend of
Common Shares so as to appropriately reflect the same. If the Company
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shall make a record of the Holders of its Common Shares for the purpose
of entitling them to receive any dividend or distribution and legally
abandon its plan to pay or deliver such dividend or distribution then
no adjustment in the number of Common Shares subject to the Warrant
shall be required by reason of the making of such record.
(e) Whenever the number of Common Shares included in the
Units purchasable upon the exercise of this Warrant is adjusted, as
provided in Section 4, the Warrant Price shall be adjusted (to the
nearest one tenth of a cent by multiplying such Warrant price
immediately prior to such adjustment by a fraction, the numerator of
which shall be the number of Common Shares included in the Units
purchasable upon the exercise of this Warrant immediately prior to such
adjustment, and the denominator of which shall be the number of Common
Shares included in the Units so purchasable immediately thereafter.
The exercise price of the Underwriters Public Warrants shall be
adjusted pursuant to the terms and conditions of the Warrant Agreement
assuming an adjustment in the number of Common Shares subject to such
Underwriters Public Warrants as provided for in Section 4(a)(ii).
(f) (1) Upon occurrence of either (i) each event requiring
an adjustment of the Warrant Price and of the number of Common Shares
and Underwriter's Public Warrants obtainable upon exercise of this
Warrant in accordance with, and as required by, the terms of this
Section 4, or (ii) the simultaneous exercise of more than 50% of the
Warrants, the Company shall forthwith employ a firm of certified public
accountants (who may be the regular accountants for the Company) who
shall compute the adjusted Warrant Price and the adjusted number of
Common Shares and Underwriter's Public Warrants purchasable at such
adjusted Warrant Price by reason of such event in accordance with the
provisions of this Section 4. The Company shall mail forthwith to the
Holder of this Warrant a copy of such computation which shall be
conclusive and shall be binding upon such Holder unless contested by
such Holder by written notice to the Company within thirty (30) days
after receipt thereof by such Xxxxxx.
(2) In case the Company after the date hereof shall
propose (i) to pay any dividend payable in stock to the Holders of its
Common Shares or to make any other distribution (other than cash
dividends) to the Holders of its Common Shares rights to subscribe to
or purchase any additional shares of any class or any other rights or
options, or (ii) to effect any reclassification of Common Shares (other
than a reclassification involving merely the subdivision or combination
of outstanding Common Shares) or (iii) any capital reorganization or
any consolidation or merger, or any sale, transfer or other disposition
of its property, assets and business substantially as an entirety, or
the liquidation, dissolution or winding up of the Company, then in each
such case, the Company shall obtain the computation described in
paragraph 4(f)(1) hereof and if an adjustment to the Warrant Price is
required under this Section 4, the Company shall notify the registered
Holder of this Warrant of such proposed action, which shall specify the
record date for any such action or if no record date is established
with respect thereto, the date on which such action shall occur or
commence, or the date of participation therein by the Holders of Common
Shares if any such date is to be fixed, and shall also set forth such
facts with respect thereto as shall be reasonably necessary to indicate
the effect of such action on the Warrant Price and the number, or kind,
or class of shares or other securities or property obtainable upon
exercise of this Warrant after giving affect to any adjustment which
will be required as a result of such action. Such notice shall be
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given at least twenty (20) days prior to the record date for
determining Holders of the Common Shares for purposes of any such
action, and in the case of any action for which a record date is not
established then such notice shall be mailed at least twenty (20) days
prior to the taking of such proposed action.
(3) Failure to file any certificate or notice or to
mail any notice, or any defect in any certificate or notice, or any
defect in any certificate or notice, pursuant to this Section 4(f),
shall not effect the legality or validity of the adjustment in the War
rant Price or in the number, or kind, or class or shares or other
securities or property obtainable upon exercise of this Warrant or of
any transaction giving rise there to.
(g) The Company shall not be required to issue fractional
Common Shares or Underwriter's Public Warrants upon any exercise of
this Warrant. As to any final fraction of a Common Share or
Underwriter's Public Warrant which the Holder of this Warrant would
otherwise be entitled to purchase upon such exercise, the Company shall
pay a cash adjustment in respect of such final fraction in an amount
equal to the same fraction of the market value of a share of such stock
(or the market value of the Public Warrant), on the business day
preceding the day of exercise. The Holder of this Warrant, by his
acceptance hereof, expressly waives any right to receive any fractional
shares of stock or fractional Underwriter's Public Warrant upon
exercise of this Warrant.
(h) Irrespective of any adjustments pursuant to this Section
4 in the Warrant Price or in the number, or kind, or class of shares or
other securities or other property obtainable upon exercise of this
Warrant, this Warrant may continue to e press the Warrant Price and the
number of Units obtainable upon exercise at the same price and number
of Units as are stated herein.
(i) Until this Warrant is exercised, the Underlying
Securities, the Warrant Price and Common Share Price and warrant price
of the Underwriters Public Warrants shall be determined exclusively
pursuant to the provisions hereof, with out regard to any of the terms
of the Warrant Agreement except as other wise specifically provided for
in Section 4(e) hereof.
5. For the purposes of this Warrant, the terms "Common Shares"
or "Common Stock" shall mean (i) the class of stock designated as the
common stock, $.0001 par value, of the Company on the date set forth on
the first page hereof or (ii) any other class of stock resulting from
successive changes or reclassifications of such Common Stock consisting
solely of changes in par value, or from no par value to par value, or
from par value to no par value. If at any time, as a result of an
adjustment made pursuant to Section 4, the securities or other property
obtain able upon exercise of this Warrant shall include shares or other
securities of the Company other than Common Shares or securities of
another corporation or other property; thereafter, the number of such
other shares or other securities or property so obtain able shall be
subject to adjustment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions with respect to the
Common Shares contained in Section 4 and all other provisions of this
Warrant with respect to Common Shares shall apply on like terms to any
such other shares or other securities or property. Subject to the fore
going, and unless the context requires otherwise, all references herein
to Common Shares shall, in the event of an adjustment pursuant to
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Section 4, be deemed to refer also to any other securities or property
then obtainable as a result of such adjustments.
6. The Company covenants and agrees that:
(a) During the period within which the rights represented by
the Warrant may be exercised, the Company shall, at all times, reserve
and keep available out of its authorized capital stock, solely for the
purposes of issuance upon exercise of this Warrant, such number of its
Common Shares as shall be issuable upon the exercise of this Warrant
and the Underwriter's Public Warrants and at its expense will obtain
the listing thereof on all national securities exchanges on which the
Common Shares or Public Warrants are then listed; and if at any time
the number of authorized Common Shares shall not be sufficient to
effect the exercise of this Warrant and the Underwriter's Public
Warrants included therein, the Company will take such corporate action
as may be necessary to increase its authorized but unissued Common
Shares to such number of shares as shall be sufficient for such
purpose; the Company shall have analogous obligations with respect to
any other securities or property issuable upon exercise of this
Warrant.
(b) All Common Shares which may be issued upon exercise of
the rights represented by this Warrant or upon the exercise of the
Underwriter's Public Warrant included herein will, upon issuance be
validly issued, fully paid, non assessable and free from all taxes,
liens and charges with respect to the issuance thereof; and,
(c) All original issue taxes payable in respect of the
issuance of Common Shares upon the exercise of the rights represented
by this Warrant or the Underwriter's Public Warrants shall be borne by
the Company but in no event shall the Company be responsible or liable
for income taxes or transfer taxes upon the transfer of any Warrants.
7. Until exercised, this Warrant shall not entitle the Holder
hereof to any voting rights or other rights as a share holder of the
Company, except that the Holder of this Warrant shall be deemed to be
a shareholder of this Company for the purpose of bringing suit on the
ground that the issuance of shares of stock of the Company is improper
under the Florida Corporation Law.
8. This Warrant shall not be sold, transferred, assigned or
hypothecated for a period of twelve (12) months from the effective date
of the Company's public offering with respect to which this Warrant has
been issued, except to officers or partners of the Underwriter, or the
selected dealers who participated in such offering, or the officers or
partners of such selected dealers. In no event shall this Warrant be
sold, transferred, assigned or hypothecated except in conformity with
the applicable provisions of the Securities Act of 1933, as then in
force (the "Act"), or any similar Federal statute then in force, and
all applicable "Blue Sky" laws.
9. The holder of this Warrant, by acceptance hereof, agrees
that, prior to the disposition of this Warrant or of any securities
thereto fore purchased upon the exercise hereof, under circumstances
that might require registration of such securities or the filing of a
post effective amendment under the Act, or any similar Federal statute
then in force, such holder will give written notice to the Company
expressing such holder's intention of effecting such disposition, and
describing briefly such holder's intention as to the disposition to be
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made of this Warrant and/or the securities theretofore issued upon
exercise hereof. The term registration as used in this paragraph 9
shall hereinafter refer to either the filing of a registration
statement or the filing of a post effective amendment, whichever is
applicable. Promptly upon receiving such notice, the Company shall
present copies thereof to its counsel and to Xxxxxxx X. Xxxx, Esq.,
0000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx, and Xxxxxx X. Xxxxx, P.C., 0
Xxxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000 and the provisions of the
following subdivisions shall apply:
(a) If, in the opinion of both such counsel, the proposed
disposition does not require registration under the Act or
qualification pursuant to Regulation A promulgated under the Act, or
any similar Federal statute then in force, of this Warrant and/or the
securities issuable or issued upon the exercise of this Warrant, the
Company shall, as promptly as practicable, notify the holder hereof of
such opinion, whereupon such holder shall be entitled to dispose of
this Warrant and/or such securities theretofore issued upon the
exercise hereof, all in accordance with the terms of the notice
delivered by such holder to the Company.
(b) If, in the opinion of either such counsel, such proposed
disposition requires such registration or qualification under the Act,
or similar Federal statute then in effect, of this Warrant and/or the
securities issuable or issued upon the exercise of this Warrant, the
Company shall promptly give written notice to all then holders of the
Warrants, at the respective addresses thereof shown on the books of the
Company, of a proposed registration or qualification under the Act, or
any similar Federal statute then in force, and the Company shall, as
expeditiously as possible, use its best efforts to effect such
registration or qualification under the Act or similar statute, at the
sole expense of the Company, on one occasion only, for a period not to
exceed five (5) years from the effective date of the Company's public
offering, of (i) the War rants and/or the securities issuable or issued
upon the exercise of this Warrant, and (ii) all such Warrants and/or
securities of the Company issuable or issued upon the exercise of
Warrants, the holders of which shall have made written requests to the
Company for the registration or qualification thereof within thirty
(30) days after the giving of such written notice by the Company, all
to the extent requisite to permit the sale of the Warrants and/or the
securities referred to in the foregoing clauses (i) and (ii), upon the
terms of offering supplied in writing to the Company by the holders
thereof, and upon the effective ness of such registration or
qualification. The Company shall not be required to effect more than
one such registration or qualification pursuant to the foregoing
provisions nor shall it be required to effect such registration or
qualification unless requested by the holders of at least a majority of
the Underwriter's Warrants and/or the holders of the underlying
securities together with the consent of the Underwriter or its specific
authorized designee. In the event the under lying securities are to be
registered, the Underwriter and/or the holders of the Warrants upon
exercise thereof shall pay the exercise price to the transfer agent of
record, which agent shall not release said funds to the issuer until
such time as the under lying securities have been delivered to the
Underwriter and/or holders thereof. The Underwriter and/or holders of
the Warrants shall not be required to exercise such Warrants prior to
the date the Registration Statement has been cleared by the SEC and
State Securities Departments ("the Exercise Date") but in no event
shall such exercise date occur at a date sub sequent to the termination
of this Warrant. In addition to such rights, in the case of any
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proposed registration or qualification of Common Stock or other
securities of the Company under the Act, or similar Federal statute
then in force, at any time within five (5) years from the effective
date of the Company's public offering, the Company will give at least
thirty (30) days prior written notice of the filing thereof to (i) each
holder of Warrants and (ii) each holder of underlying securities who
shall have received the same upon the exercise of Warrants previously
held by such holder. If, and to the extent requested by any such
holder in writing within twenty (20) days after receipt of any such
notice, the Company will use its best efforts, at its expense, to
register all or any part of the Warrants and/or the securities issuable
or is sued upon the exercise of the Warrants referred to in the
foregoing clause (i) and/or the securities referred to in the foregoing
clause (ii) under such Act or statute, limited, in the case of a
qualification under Regulation A, to the amount of any available
exemption, concurrently with the registration or qualification of such
other stock or securities, in a manner appropriate to permit the
distribution of such Warrants and/or Common Stock by such holder upon
the terms of offering supplied by such holder concurrently with the
making of the afore said written request. In the event the underlying
securities are to be registered, the Underwriter and/or the holders of
the Warrants upon exercise thereof shall pay the exercise price to the
transfer agent of record, which agent shall not release said funds to
the issuer until such time as the underlying securities have been
delivered to the Underwriter and/or holders thereof. The Underwriter
and/or holders of the Warrants shall not be required to exercise such
Warrants prior to the date the Registration Statement has been cleared
by the SEC and State Securities Departments ("the Exercise Date") but
in no event shall such exercise date occur at a date subsequent to the
termination of this Warrant.
10. The Company agrees to indemnify and hold harmless the holder
of this Warrant, or of securities issuable or issued upon the exercise
hereof, from and against any claims and liabilities caused by any
untrue statement of a material fact, or omission to state a material
fact required to be stated, in any such registration statement,
prospectus, notification or offering circular under Regulation A,
except insofar as such claims or liabilities are caused by any such
untrue statement or omission based on information furnished in writing
to the Company by such holder, or by any other such holder affiliated
with the holder who seeks indemnification, as to which the holder
hereof, by acceptance hereof, agrees to indemnify and hold harmless the
Company.
11. If this Warrant, or any of the securities issuable pursuant
hereto, require qualification or registration with, or approval of, any
governmental official or authority (other than registration under the
Act, or any similar Federal statute at the time in force), before such
shares may be issued on the exercise hereof, the Company, at its
expense, will take all requisite action in connection with such
qualification, and will use its best efforts to cause such securities
and/or this Warrant to be duly registered or approved, as may be
required.
12. This Warrant is exchangeable, upon its surrender by the
registered holder at such office or agency of the Company as may be
designated by the Company, for new Warrants of like tenor,
representing, in the aggregate, the right to subscribe for and purchase
the number of units or Common Shares as the case may be that may be
subscribed for and purchased hereunder, each of such new Warrants to
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represent the right to subscribe for and purchase such number of units
or Common Shares as the case may be as shall be designated by the
registered holder at the time of such surrender. Upon receipt of
evidence satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant, and, in the case of any such loss, theft or
destruction, upon delivery of a bond of indemnity satisfactory to the
Company, or in the case of such mutilation, upon surrender or
cancellation of this Warrant, the Company will issue to the registered
holder a new Warrant of like tenor, in lieu of this Warrant,
representing the right to subscribe for and purchase the number of
units or Common Shares as the case may be that may be subscribed for
and purchased hereunder. Nothing herein is intended to authorize the
transfer of this Warrant except as permitted under Paragraph 8.
13. Every holder hereof, by accepting the same, agrees with any
subsequent holder hereof and with the Company that this Warrant and all
rights hereunder are issued and shall be held subject to all of the
terms, conditions, limitations and provisions set forth in this
Warrant, and further agrees that the Company and its transfer agent may
deem and treat the registered holder of this Warrant as the absolute
owner hereof for all purposes and shall not be affected by any notice
to the contrary.
14. All notices required hereunder shall be given by first- class
mail, postage prepaid; if given by the holder hereof, addressed to the
Company at 000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000 or such other
address as the Company may designate in writing to the holder hereof;
and if given by the Company, ad dressed to the holder at the address of
the holder shown on the books of the Company.
15. The Company will not merge or consolidate with or into any
other corporation, or sell or otherwise transfer its property, assets
and business substantially as an entirety to another corporation,
unless the corporation resulting from such merger or consolidation (if
not the Company), or such transferee corporation, as the case may be,
shall expressly assume, by supplemental agreement satisfactory in form
to the Underwriter, the due and punctual performance and observance of
each and every covenant and condition of this Warrant to be performed
and observed by the Company.
16. The validity, construction and enforcement of this Warrant
shall be governed by the laws of the State of New York and exclusive
jurisdiction is hereby vested in the Courts of said State in the event
of the institution of any legal action under this Warrant.
IN WITNESS WHEREOF, EXHAUST TECHNOLOGIES, INC. has caused
this Warrant to be signed by its duly authorized officers under its
corporate seal, to be dated , 199___.
EXHAUST TECHNOLOGIES, INC.
By: __________________________________
Authorized Officer
Attest:
____________________________
Secretary
(Corporate Seal)
104
PURCHASE FORM
To Be Executed
Upon Exercise of Warrant
The undersigned hereby exercises the right to purchase
____________________ Common Shares and/or _________ Underwriter's
Public Warrants, evidenced by the within Warrant, according to the
terms and conditions thereof, and herewith makes payment of the
purchase price in full. The undersigned requests that certificates for
such shares and warrants shall be issued in the name set forth below.
Dated: _________________, 19___.
______________________________________
Signature
______________________________________
Print Name of Signatory
Name to whom certificates are to be
issued if different from above
Address: _____________________________
______________________________________
______________________________________
Social Security No. __________________
or other identifying number
If said number of shares and warrants shall not be all the shares
and warrants purchasable under the within Warrant, the undersigned
requests that a new Warrant for the unexercised portion shall be
registered in the name of:
______________________________________
(Please Print)
Address: _____________________________
______________________________________
______________________________________
Social Security No. __________________
or other identifying number
______________________________________
Signature
105
FORM OF ASSIGNMENT
FOR VALUE RECEIVED __________________________, hereby sells
assigns and transfers to __________________________, Soc. Sec. No.
[______________] the within Warrant, together with all rights, title
and interest therein, and does hereby irrevocably constitute and
appoint _________________________ attorney to transfer such Warrant on
the register of the within named Company, with full power of
substitution.
___________________________________
Signature
Dated: _______________, 19___.
Signature Guaranteed:
____________________________
