AMENDMENT TO WARRANT AGREEMENT
AMENDMENT, dated this ____ day of April, 1999, to Warrant Agreement dated
April 20, 1994 (the "Warrant Agreement"), by and between IDM ENVIRONMENTAL
CORP., a New Jersey corporation (the "Company"), and CONTINENTAL STOCK TRANSFER
& TRUST COMPANY, as Warrant Agent (the "Warrant Agent").
W I T N E S S E T H :
WHEREAS, the Company and the Warrant Agent previously entered into the
Warrant Agreement setting out the terms governing the Class A Warrants (the
"Warrants") of the Company;
WHEREAS, the Company's board of directors has approved a 1-for-10 reverse
split (the "Reverse Split") of both the common stock (the "Common Stock") of the
Company and the Warrants and an amendment to the Warrant Agreement to extend the
term (the "Extension") during which the Warrants may be exercised until April
20, 2000; and
WHEREAS, the Company and the Warrant Agent desire to evidence the terms of
the Warrants as adjusted to reflect the Reverse Split and the Extension.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
hereinafter set forth, the Company and the Warrant Agent agree as follows:
1. Amendment of Warrant Expiration Date to Effect Extension. The definition
of "Warrant Expiration Date" as set forth in Section 1(k) of the Warrant
Agreement is hereby amended to read in full as follows:
(k) "Warrant Expiration Date" shall mean 5:00 P.M. (E.S.T.) on the
earlier of the Redemption Date, as defined in Section 8, or April 20, 2000;
provided that is such date shall in the State of New Jersey be a holiday or
a day in which banks are authorized to close, then 5:00 P.M. (E.S.T.) on
the next following day which in the State of New Jersey is not a holiday or
a day on which banks are authorized to close.
2. Delivery of Certificate to Effect Reverse Split. Attached hereto is a
certificate in the form required by Section 9(e) of the Warrant Agreement
reflecting adjustments to the Exercise Price, Redemption Price and Redemption
Trigger Price and other matters resulting from the Reverse Split.
3. Other Provisions Unchanged. Except as modified above, all other
provisions of the Warrant Agreement shall be unchanged as a result of this
amendment
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
IDM ENVIRONMENTAL CORP. CONTINENTAL STOCK TRANSFER
& TRUST COMPANY
By: By:
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Xxxx Xxxxxxxx, President Title:
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