Exhibit 4
COMMON STOCK PURCHASE WARRANT AGREEMENT
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This Common Stock Purchase Warrant Agreement is made as of ___________,
2002, by and between Ocean West Holding Corporation and Registrar and Transfer
Company (the "Warrant Agent").
WHEREAS, the Company has determined to issue and deliver Common Stock
Purchase Warrants (the "Warrants") entitling the holders of the Warrants to
purchase an aggregate of 3,000,000 Common Shares of the Company;
WHEREAS, the Company desires to provide for the form and provisions of
the Warrants, the terms upon which they will be issued and may be exercised, and
the respective rights, limitations and immunities of the Company, the Warrant
Agent and the holders of the Warrants; and
WHEREAS, all acts and things necessary have been done and performed to
make the Warrant, when executed on behalf of the Company and countersigned by or
on behalf of the Warrant Agent, as provided in this Agreement, the valid,
binding and legal obligation of the Company, and to authorize the execution and
delivery of this Agreement;
NOW, THEREFORE, in consideration of the mutual agreements contained
herein, the parties hereto agree as follows:
Article I
Execution and Countersignature of Warrants
1.01. Execution and Countersignature of Warrants.
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(a) Each Warrant, whenever issued, shall be dated ___________,
shall be substantially in the form of Exhibit A attached hereto and incorporated
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hereby, and shall be signed by, or bear the facsimile signature of, the
President or a Vice President and of the Secretary or an Assistant Secretary of
the Company. If any officer whose facsimile signature has been placed upon any
Warrant ceases to be that officer before the Warrant is issued, the Warrant may
be issued with the same effect as if the officer had not ceased to be that
officer on the date of issuance.
(b) No Warrant may be exercised until it has been
countersigned by the Warrant Agent. The Warrant Agent shall countersign a
Warrant only if:
(i) the Warrant is to be issued in exchange or
substitution for one or more previously countersigned
Warrants, as provided in this Agreement, or
(ii) the Company instructs the Warrant Agent to do so.
(c) Unless and until countersigned by the Warrant Agent pursuant
to this Agreement, a Warrant is invalid and of no effect.
Article II
Warrant Price, Duration and Exercise of Warrants
2.01. Warrant Price. Each Warrant, when countersigned by the Warrant
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Agent, shall entitle the holder of the Warrant, subject to the provisions of
this Agreement, to purchase from the Company the number of Common Shares stated
in the Warrant at the price of one dollar and twenty-five cents ($1.25) per
share, subject to the adjustments provided in Article III of this Agreement. The
Warrant Price as used herein shall refer to the price per share at which Common
Shares may be purchased at the time a Warrant is exercised.
2.02. Duration of Warrants. Warrants may be exercised only on or
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before a date that is ten (10) months after the date of the Warrants (the
"Expiration Date"). Notwithstanding the foregoing, if notice has been given as
provided in Article III hereof in connection with the liquidation, dissolution
or winding up of the Company, the Warrants shall expire at the close of business
on the third full business day before the date specified in the notice as the
record date for determining holders of stock entitled to receive any
distribution upon the liquidation, dissolution or winding up; provided, however,
that such date is at least five (5) business days after the date of the notice.
2.03. Exercise of Warrants.
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(a) A Warrant, when countersigned by the Warrant Agent, may be
exercised by surrendering it at the office of the Warrant Agent in Atlanta,
Georgia, or at the office of its successor as warrant agent, prior to the close
of business of the Warrant Agent on the Expiration Date or such earlier date as
may be applicable with the exercise form set forth in the Warrant duly completed
and executed, and by paying in full, in lawful money of the United States, the
Warrant Price for each full Common Share as to which the Warrant is exercised,
and any applicable taxes. Notwithstanding the foregoing, the Company is only
required to use reasonable efforts which will permit the purchase and sale of
the Common Shares underlying the Warrants and is not required to qualify the
Warrants or the Common Shares underlying the Warrants in any state.
(b) As soon as practicable after the exercise of any Warrant,
the Company shall issue to, or upon the order of, the holder or holders of the
Warrant, in whatever name or names the Warrant holder may direct, a certificate
or certificates for the number of full Common Shares to which the holder or
holders are entitled, registered in the name or names specified by the holder or
holders, and, if the Warrant is not exercised in full (except with respect to a
remaining fraction of a share), a new countersigned Warrant for the number of
shares (including fractional shares) as to which the Warrant has not been
exercised. All Warrants surrendered shall be canceled by the Company.
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(c) If the same holder of one or more Warrants exercises the purchase
rights under the Warrants in the same transaction in a manner that leaves the
right to purchase a fraction of a share unexercised, the Company shall pay a
cash adjustment with respect to that final fraction in an amount equal to the
same fraction of the current market price of one Common Share on the business
day that next precedes the day of exercise reduced by the same fraction of the
Warrant Price of one Common Share on that day. For this purpose, the current
market price shall be the price of one Common Share on the principal stock
exchange on which the Common Shares is traded on the next preceding business
day, or, if no sales take place on that day or if the Common Shares are not then
listed on a stock exchange, the average of the reported bid and asked prices on
that day in the over-the-counter market.
(d) All Common Shares issued upon the exercise of a Warrant shall be
duly and validly issued, fully paid and nonassessable, and the Company shall pay
all taxes in connection with the issuance of such shares. The Company shall not
be required to pay any tax imposed in connection with any transfer involved in
the issuance of a certificate for Common Shares in any name other than that of
the holder or holders of the Warrant surrendered in connection with the purchase
of the shares. In this case the Company shall not be required to issue or
deliver any stock certificate until the tax has been paid.
(e) Each person in whose name any certificate for Common Shares is
issued shall be deemed to have become the holder of record of the shares on the
date on which the Warrant was surrendered and payment of the Warrant Price and
any applicable taxes was made, irrespective of the date of delivery of the
certificate, except that, if the date of surrender and payment is a date when
the stock transfer books of the Company are closed, a person shall be deemed to
have become the holder of shares at the close of business on the next succeeding
date on which the stock transfer books are open. Except as otherwise provided in
Article III, each person holding any shares received upon exercise of Warrants
shall be entitled to receive only dividends or distributions which are payable
to holders of record on or after the date on which the person is deemed to
become the holder of record of such shares.
Article III
Adjustments
3.01. Stock Dividends - Split-Ups. If after the date of this Agreement,
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and subject to the provisions of Section 3.07 hereof, the number of outstanding
Common Shares of the Company is increased by a stock dividend payable in Common
Shares or by a split-up of Common Shares, then, on the day following the date
fixed for the determination of holders of Common Shares entitled to receive the
stock dividend or split-up, the number of shares issuable on exercise of each
Warrant shall be increased in proportion to the increase in outstanding shares
and the then applicable Warrant Price shall be correspondingly decreased.
3.02. Aggregation of Shares. If after the date of this Agreement, and
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subject to the provisions of Section 3.07 hereof, the number of
outstanding Common Shares of the Company is
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decreased by a combination or reclassification of Common Shares, then, after the
effective date of the combination or reclassification, the number of Common
Shares issuable on exercise of each Warrant shall be decreased in proportion to
the decrease in outstanding Common Shares and the then applicable Warrant Price
shall be correspondingly increased.
3.03. Special Stock Dividends. If after the date of this Agreement, and
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subject to the provisions of Section 3.07 hereof, shares of any class of stock
of the Company (other than Common Shares) are issued by way of a stock dividend
on outstanding Common Shares, then, commencing with the day following the date
fixed for the determination of holders of Common Shares entitled to receive the
stock dividend, in addition to any Common Share receivable upon exercise of the
Warrants, the Warrant holders upon exercise of the Warrants shall be entitled to
receive, as nearly as practicable, the same number of shares of dividend stock,
plus any shares issued upon any subsequent change, replacement, subdivision or
combination of the stock dividend, to which the holders would have been entitled
if their Warrants would have been exercised immediately prior to the stock
dividend. No adjustment in the Warrant Price shall be made merely by virtue of
the happening of any event specified in this Section 3.03.
3.04. Reorganization, Etc. If after the date of this Agreement any
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capital reorganization or reclassification of the Common Shares of the Company,
or consolidation or merger of the Company with another corporation, or sale of
all or substantially all of its assets to another corporation is effective,
then, as a condition of the reorganization, reclassification, consolidation,
merger or sale, lawful and fair provision shall be made whereby the Warrant
holders after the transaction shall have the right to purchase and receive, upon
the basis and upon the terms and conditions specified in the Warrants and in
lieu of the Common Shares of the Company purchasable and receivable immediately
prior to the transaction upon the exercise of the rights represented by the
Warrants, the shares of stock, securities or assets that may be issued or
payable with respect to or in exchange for a number of outstanding Common Shares
equal to the number of Common Shares purchasable and receivable immediately
prior to the transaction upon the exercise of the rights represented by the
Warrants if the reorganization, reclassification, consolidation, merger or sale
had not taken place. Appropriate provisions shall be made in connection with a
reorganization, reclassification, consolidation, merger or sale with respect to
the rights and interests of the Warrant holders to the end that the provision of
this Agreement (including, without limitation, provisions for adjustments of the
Warrant Price and of the number of shares purchasable upon exercise of the
Warrants) shall immediately after the transaction be applicable as nearly as
possible to any shares of stock, securities or assets deliverable immediately
after the transaction upon the exercise of the Warrants. The Company shall not
effect any consolidation, merger or sale unless, prior to the consummation of
the transaction, the successor corporation (if other than the Company) resulting
from the consolidation or merger, or the corporation purchasing the assets,
assumes by written instrument executed and delivered to the Warrant Agent the
obligation to deliver to the Warrant holders the shares of stock, securities or
assets in accordance with the foregoing provisions that the holders may be
entitled to purchase.
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3.05. Notice of Change in Warrant. Upon any adjustment of the
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Warrant Price or the number of shares issuable on exercise of a Warrant, then
and in each case the Company shall give written notice of the adjustment to the
Warrant Agent. The notice shall state the Warrant Price resulting from the
adjustment and the increase or decrease, if any, in the number of shares
purchasable at that price upon exercise of a Warrant, setting forth in
reasonable detail the method of calculation and the facts upon which the
calculation is based. The Company shall mail or cause to be mailed to each
holder of Warrants at the address registered with the Company, a notice setting
forth such change or adjustment. Failure to file a statement or to give notice,
or any defect in a statement or notice, shall not affect the legality or
validity of the changes or adjustments.
3.06. Other Notices. In case at any time:
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(a) the Company pays any dividends payable in stock upon its
Common Shares or makes any distributions (other than regular cash dividends) to
the holders of its Common Shares;
(b) the Company offers for subscription pro rata to the
holders of its Common Shares any additional shares of stock of any class or any
other rights;
(c) there is a capital reorganization, a classification of the
capital stock of the Company or a consolidation or merger of the Company with,
or a sale of all or substantially all of its assets to, another corporation; or
(d) there is a voluntary or involuntary dissolution,
liquidation or winding up of the Company;
then, in any one or more of these cases, the Company shall give written notice
in the manner set forth in Section 3.05 of this Agreement of the date on which
(i) the books of the Company close or a record is taken for the dividend,
distribution or subscription rights, or (ii) the reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up takes place. The notice also shall specify the date as of which the
holders of record of Common Shares shall participate in dividend, distribution
or subscription rights, or shall be entitled to exchange their Common Shares for
securities or other property deliverable upon the reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up. The notice shall be given and published at least twenty (20) days
prior to the transaction in question and not less than twenty (20) days prior to
the record date or the date on which the Company's transfer books are closed
with respect to the transaction. Failure to give or publish the notice, or any
defect in the notice, shall not affect the legality or validity of any
transaction covered or to be covered in the notice.
3.07. Limitation on Fractions. Notwithstanding anything in Sections
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3.01 or 3.02 hereof to the contrary, cumulative adjustments in the number of
shares issuable upon exercise of Warrants shall be made only to the nearest
multiple of one-tenth (1/10) of a share, i.e., fractions of less than
five-hundredths (5/100) of a share shall be disregarded and fractions of
five-hundredths (5/100) of a share or more shall be treated as being one-tenth
(1/10) of a share.
3.08. Form of Warrant. The form of Warrant need not be changed due to
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any change pursuant to this article, and Warrants issued after a change may
state the same Warrant Price and the same number of shares as is stated in the
Warrants initially issued pursuant hereto. However, at any time in its sole
discretion, the Company may make any change in the form of Warrant that it may
deem appropriate and that does not affect the substance of the Warrants. Any
Warrant subsequently issued and countersigned, whether in exchange or
substitution for an outstanding Warrant or otherwise, may be in the form as so
changed.
Article IV
Other Provisions Relating to Rights of Holders of Warrants
4.01. No Rights as Stockholder Conferred by Warrants. A Warrant does
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not entitle its holder to any of the rights of a stockholder of the Company.
4.02. Lost, Stolen, Mutilated or Destroyed Warrants. If any Warrant is
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lost, stolen, mutilated or destroyed, the Company and the Warrant Agent may
issue a new Warrant of like denomination, tenor and date as the Warrant so lost,
stolen, mutilated or destroyed. Any such issuance of a new Warrant shall be on
whatever terms and conditions with respect to indemnity or otherwise that the
Company and Warrant Agent may in their sole discretion impose (which shall, in
the case of a mutilated Warrant, include the surrender of the Warrant). Any new
Warrant shall constitute an original contractual obligation of the Company,
regardless of whether the allegedly lost, stolen, mutilated or destroyed Warrant
is at any time enforceable by anyone.
4.03. Reservation of Common Shares. The Company shall at all times
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reserve and keep available the number of its authorized but unissued Common
Shares which is sufficient to permit the exercise in full of all outstanding
Warrants. If at any time the number of authorized but unissued Common Shares is
not sufficient for these purposes, the Company shall take such corporate action
as, in the opinion of counsel, may be necessary to increase its authorized but
unissued shares to the number of shares sufficient for these purposes. The
Warrants, and the Common Shares issuable upon exercise of the Warrants, have
been registered under the Securities Act of 1933, as amended.
Article V
Ownership and Transfer of Warrants
5.01. Ownership of Warrants. Warrants issued pursuant to this Agreement
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shall be treated as owned only by the holder of record as determined by the
Warrant Agent.
5.02. Transfer of Warrants. After countersignature by the Warrant Agent
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in accordance with the provisions of this Agreement, one or more Warrants may be
surrendered to the Warrant Agent for transfer and, upon their cancellation, the
Warrant Agent shall countersign and deliver in exchange one or more new
Warrants, as requested by the holder of the canceled Warrant or Warrants, for
purchase of the same aggregate number of shares as were evidenced by or
applicable
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to the Warrant or Warrants so canceled. The Company shall give notice to the
registered holders of the Warrants of any change in the address, or in the
designation, of the Warrant Agent.
Article VI
Warrant Agent
6.01. Resignation, Consolidation or Merger of Warrant Agent.
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(a) The Warrant Agent, or any successor, may resign its duties and be
discharged from all further duties and liabilities hereunder after giving sixty
(60) days notice in writing to the Company, except that shorter notice may be
given if the Company, in writing, accepts such shorter notice as sufficient. If
the office of Warrant Agent becomes vacant by resignation or incapacity to act
or otherwise, the Company shall appoint in writing a successor Warrant Agent in
place of the Warrant Agent.
(b) If the Company fails to make an appointment within sixty (60)
days after it has been notified in writing of a resignation or an incapacity by
the resigning or incapacitated Warrant Agent or by the holder of a Warrant (who
must, with any notice, submit the Warrant for inspection by the Company), then
the holder of any Warrant may apply to any court of competent jurisdiction for
the appointment of a successor Warrant Agent. Any successor Warrant Agent,
whether appointed by the Company or by a court, must be a corporation organized,
doing business and in good standing under the laws of the United States of
America or of any State, authorized under the laws under which it is governed to
exercise corporate trust powers, be subject to supervision or examination by
federal or state authorities, and have a combined capital and surplus of not
less than $5,000,000. The combined capital and surplus of any successor Warrant
Agent shall be deemed to be the combined capital and surplus set forth in the
most recent report of its condition published prior to its appointment, provided
that these reports are published at least annually pursuant to law or to the
requirements of a federal or state supervision or examining authority.
(c) After appointment, any successor Warrant Agent shall be vested
with all the authorities, powers, rights, immunities, duties and obligations of
its predecessor Warrant Agent with like effect as if originally named as Warrant
Agent under this Agreement without any further act or deed. However, if for any
reason it becomes necessary or appropriate, the predecessor Warrant Agent shall
execute and deliver, at the Company's expense, an instrument transferring to a
successor Warrant Agent all the authority, powers, rights, immunities, duties
and obligations of a Warrant Agent hereunder. Not later than the effective date
of any appointment the Company shall give notice of the appointment to the
predecessor Warrant Agent to each transfer agent for its Common Shares and to
the registered holders of the Warrants. Failure to give notice, or any defect in
a notice, shall not affect the validity of the appointment of a successor
Warrant Agent.
(d) Any corporation into which the Warrant Agent may be merged or
with which it may be consolidated or any corporation resulting from any merger
or consolidation to which the
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Warrant Agent is a party shall be the successor Warrant Agent under this
Agreement without any further act.
6.02. Fees and Expenses of Warrant Agent. The Company shall (a) pay
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the Warrant Agent reasonable remuneration for its services as Warrant Agent
hereunder and reimburse the Warrant Agent upon demand for all expenditures that
it may reasonably incur in the execution of its duties hereunder, for example
and not by way of limitation, including the cost of legal counsel utilized by
Warrant Agent pursuant to Section 6.03(a) hereof; and (b) perform, execute,
acknowledge and deliver or cause to be performed, executed, acknowledged and
delivered all further and other acts, instruments and assurances that reasonably
may be required by the Warrant Agent to carry out or perform this Agreement.
6.03. Additional Provisions.
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(a) The Warrant Agent may consult with legal counsel (who
may be legal counsel for the Company) and the opinion of legal counsel shall be
full and complete authorization and protection to the Warrant Agent with respect
to any action taken or omitted by it in good faith and in accordance with the
opinion.
(b) Whenever in the performance of its duties under this
Agreement the Warrant Agent deems it necessary or desirable that any fact or
matter be proved or established by the Company prior to taking or suffering any
action hereunder, the fact or matter (unless other evidence with respect thereto
is specifically prescribed in this Agreement) may be deemed to be conclusively
proved and established by a statement signed by the President or a Vice
President or the Treasurer or an Assistant Treasurer or the Controller or the
Secretary of the Company and delivered to the Warrant Agent. However, in its
discretion, the Warrant Agent may in lieu of a signed statement accept other
evidence of a fact or matter or may require further or additional evidence that
to it may seem reasonable.
(c) The Warrant Agent shall be liable hereunder only for 8
its own negligence or willful misconduct.
(d) The Warrant Agent shall not be liable for or by reason
of any of the statements of fact or recital contained in this Agreement or in
the Warrants (except its countersignature of the Warrants) or be required to
verify the statements or recitals, and all of these statements and recitals are
and shall be deemed to have been made only by the Company.
(e) The Warrant Agent shall not be responsible for (i) the
validity of this Agreement, (ii) the execution and delivery of this Agreement or
the validity and execution of any Warrants (except its countersignature or
execution of the Warrants), (iii) any breach by the Company of any covenant or
condition contained herein or in any Warrant, (iv) the making of any adjustment
required by Article III of this Agreement or (v) the manner, method or amount of
any adjustment or the ascertaining of the existence of facts that would require
any adjustment. The Warrant Agent also,
by any act under or pursuant hereto, shall not be deemed to
make any representation or warranty as to the authorization or reservation of
any Common Shares to be issued pursuant hereto, as to any Warrant or as to
whether, when issued, Common Shares shall be duly and validly issued, fully paid
and nonassessable.
6.04. Acceptance of Agency. The Warrant Agent hereby accepts the agency
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established by this Agreement and agrees to perform this Agreement upon the
terms and conditions set forth herein. Among other things, the Warrant Agent
shall account promptly to the Company with respect to Warrants exercised and
concurrently pay to the Company all moneys received by it for the purchase of
Common Shares through the exercise of Warrants.
Article VII
Other Matters
7.01. Payment of Taxes. The Company shall from time to time promptly
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pay all taxes and charges that may be imposed upon the Company or the Warrant
Agent in connection with the issuance or delivery of Common Shares upon the
exercise of Warrants, but the Company shall not be required to pay any transfer
taxes or income taxes in connection with the Warrants or shares.
7.02. Modification of Agreement. Without the consent or concurrence of
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the holders of the Warrants, the Warrant Agent may by supplemental agreement or
otherwise concur with the Company in making any changes or corrections in this
Agreement that it is advised by counsel (who may be counsel for the Company) are
required to cure any ambiguity or to correct any defective or inconsistent
provision or clerical omission or mistake or manifest error contained herein.
7.03. Successors. All the covenants and provisions of this Agreement by
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or for the benefit of the Company or the Warrantn Agent shall bind and inure to
the benefit of their respective successors and assigns hereunder.
7.04. Notices and Demands to Company and Warrant Agent. Any notice or
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demand authorized by this Agreement to be given or made by the Company, the
Warrant Agent or by the holder of any Warrant shall be sufficiently given or
made if sent by certified or registered mail, postage prepaid, addressed (until
another address is filed in writing), as follows:
To the Company: Ocean West Holding Corporation
00000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxx X. Xxxxxxxx
To the Warrant Agent: Registrar and Transfer Company
00 Xxxxxxxx Xxxxx
Xxxxxxxx, Xxx Xxxxxx 00000-0000
Attn: _______________________
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7.05. Applicable Law. The validity, interpretation and performance of
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this Agreement and of the Warrants shall be governed by the laws of the State of
Delaware.
7.06. Persons Having Rights Under This Agreement. Nothing expressed in
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this Agreement and nothing that may be implied from any of the provisions hereof
is intended, or shall be construed, to confer upon, or give to, any person or
corporation other than the parties to this Agreement and the holders of the
Warrants any right, remedy or claim under or by reason of this Agreement or of
any covenant, conditions, stipulation, promise or agreement contained herein,
and all covenants, conditions, stipulations, promises and agreements contained
herein shall be for the sole and exclusive benefit of the parties hereto and
their respective successors and assigns and of the holders of the Warrants.
7.07. Examination of Agreement. A copy of this Agreement shall be
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available at all reasonable times at the office of the Warrant Agent for
inspection by the holder of any Warrant. The Warrant Agent may require the
holder seeking inspection to submit the Warrant for inspection by it.
7.08. Effect of Headings. The article and section headings in this
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Agreement are for convenience only and are not part of this Agreement and shall
not affect the interpretation hereof.
WITNESS the signatures of the parties to this Agreement as of the day
first above written.
Ocean West Holding Corporation
By:__________________________________________
Title:_______________________________________
Registrar and Transfer Company
By:__________________________________________
Title:_______________________________________
[Sample Warrant Certificate Language]
Number W- COMMON STOCK PURCHASE WARRANT Warrants
Expiring ___________, 200__
OCEAN WEST HOLDING CORPORATION
Incorporated under the Laws of the State of Delaware CUSIP _______________
================================================================================
This Warrant Certificate certifies that
is registered holder of
================================================================================
Common Stock Purchase Warrants (the "Warrants") to purchase Common Shares, $.01
par value per share (the "Shares"), of Ocean West Holding Corporation, a
Delaware corporation (the "Company"). Each Warrant evidenced hereby entitles the
holder to purchase from the Company on or before the close of business of the
Warrant Agent on ______________, 200 (the "Expiration Date"), except as
otherwise provided in the Warrant Agreement, one fully paid and non-assessable
share at the initial exercise price, subject to adjustment in certain events
(the "Exercise Price"), of $1.25. The Warrants may be exercised by surrender of
this Warrant Certificate and payment of the Exercise Price at the office of the
Warrant Agent in Cranford, New Jersey. Exercise of these Warrants is subject to
the conditions set forth herein and in the Warrant Agreement dated (the "Warrant
Agreement") between the Company and Registrar and Transfer Company, as Warrant
Agent (the "Warrant Agent"). The holder shall be responsible for any transfer
taxes payable upon transfer or exercise. All capitalized terms used but not
defined herein have the meanings set forth in the Warrant Agreement.
Payment of the Exercise Price must be made in cash or by certified or
official bank check payable to the order of the Company.
Reference is hereby made to the further provisions of this Warrant
Certificate and the Warrant Agreement including, without limitation, those set
forth on the reverse hereof, and such further provisions are incorporated herein
by reference and will for all purposes have the same effect as though fully set
forth herein.
This Warrant Certificate shall not be valid unless countersigned by the
Warrant Agent.
WITNESS the facsimile seal of the Company and the facsimile signatures
of its duly authorized officers.
[seal]
Dated ______________
COUNTERSIGNED:
Registrar and Transfer Company
(Cranford, New Jersey) WARRANT AGENT
By: __________________________________________________
AUTHORIZED SIGNATURE
Ocean West Holding Corporation
By: _________________________________
President
Attest:
By: _________________________________
Secretary
The Warrants evidenced by this Certificate are part of a duly authorized
issue of Warrants issued pursuant to the Warrant Agreement which agreement is
incorporated by reference, made a part hereof and hereby referred to for a
description of the rights, obligations, duties and immunities thereunder of the
Warrant Agent, the Company and the holders.
No fractional shares will be issued upon exercise of any Warrant. A Warrant
does not entitle its holder to any of the rights of a stockholder of the
Company. The Company shall at all times reserve and keep available a number of
its authorized but unissued Common Shares which is sufficient to permit the
exercise in full of all outstanding Warrants.
The validity, interpretation and performance of the Warrant Agreement and
the Warrants shall be governed by the laws of the State of Delaware.
The Company and the Warrant Agent may deem and treat the registered
holder(s) hereof as the absolute owner(s) of the Warrants represented by this
Certificate (notwithstanding any notation of ownership or other writing hereon
made by anyone), for the purpose of any exercise or transfer hereof, for notice
purposes and for all other purposes.
Warrants may be exercised to purchase Shares from the Company in accordance
with the Warrant Agreement at the Exercise Price. The holder(s) of Warrants as
evidenced by this Certificate may exercise them by surrendering the Warrant
Certificate with the form of election to purchase set forth hereon properly
completed and executed, together with payment of the Exercise Price and any
applicable transfer taxes, at the office of the Warrant Agent in Cranford, New
Jersey. In the event that, upon any exercise of Warrants evidenced hereby the
number of Shares purchased will be less than the total number of Shares which
may be purchased hereunder, there will be issued to the holder, or such holder's
assignee, a new Warrant Certificate evidencing the number of Shares not
purchased.
The Warrants evidenced hereby are transferrable by the registered holder(s)
in person or by duly authorized attorney(s) on the books of the Company by
surrendering the Warrant Certificate with the form of assignment set forth
hereon properly completed and executed at the office of the Warrant Agent in
Cranford, New Jersey.
ASSIGNMENT
FOR VALUE RECEIVED, ___________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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-------------------------------------------
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________
_______Warrants represented by the within Certificate, and do hereby irrevocably
________________________________________________________________________________
________________Attorney to transfer the said securities on the books of the
within named Company with full power of substitution in the premises.
Dated _________________
X ___________________________________________________
X ___________________________________________________
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) AS WRITTEN UPON
THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed
By: __________________________________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),PURSUANT TO
S.E.C. RULE 17 Ad-15.
ELECTION TO PURCHASE
(To be executed upon exercise of the Warrants)
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase ____________ Common
Sharesand herewith tenders in payment for such Shares cash or a certified or
official bank check payable to this order of the Company in the amount of
$______________ all in accordance with the terms hereof. The undersigned
requests that a certificate for such Shares be registered in the name of
______________ whose address is ______________________ and that such certificate
be delivered to _____________________________ whose address is _________________
If said number of Shares is less than all the Shares purchasable hereunder, the
undersigned requests that a new Warrant Certificate representing Warrants to
purchase the remaining balance of the Shares be registered in the name of
_____________________ whose address is ______________________________ and that
such certificate be delivered to __________________ whose address
is____________________ Dated: _________________
X ___________________________________________________
X ___________________________________________________
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) AS WRITTEN UPON
THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed
By:___________________________________________________________________________
HE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),PURSUANT TO
S.E.C. RULE 17 Ad-15.
