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EXHIBIT (D); PAGE 1
WARRANT NO. E-1005
THIS WARRANT, AND THE COMMON STOCK ISSUABLE UPON ITS EXERCISE, HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, PLEDGED,
HYPOTHECATED, OR OTHERWISE TRANSFERRED, DISPOSED OF OR OFFERED FOR SALE, IN
WHOLE OR IN PART, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER
THAT ACT COVERING THIS WARRANT AND/OR THE COMMON STOCK ISSUABLE UPON ITS
EXERCISE, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO HOH WATER
TECHNOLOGY CORPORATION THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
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WARRANT TO PURCHASE COMMON STOCK
OF
HOH WATER TECHNOLOGY CORPORATION
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This is to Certify that, FOR VALUE RECEIVED, XXXXXXX X. XXXXX, or
assigns, ("Holder"), is entitled to purchase, subject to the provisions of this
Warrant, from HOH WATER TECHNOLOGY CORPORATION, a California corporation
("Company"), One Hundred Thousand (100,000) fully paid, validly issued and
nonassessable shares of Common Stock, $0.01 par value, of the Company ("Common
Stock") at any time or from time to time during the period from the date hereof
until the first to occur to (i) the exercise by HOH of Right provided in and
defined in Section 3(b) of that certain Master Agreement between HOH and
Electropure, Inc., a California corporation, dated July 29, 1992, or (ii) 5:00
P.M. Los Angeles City Time on January 31, 1998 (the "Exercise Period") at an
initial exercise price equal to $0.05 per share. The number of shares of Common
Stock to be received upon the exercise of this Warrant and the price to be paid
for each share of Common Stock 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 sometimes referred to as "Warrant
Shares" and the exercise price of a share of Common Stock in effect at any time
and as adjusted from time to time is hereinafter sometimes referred to as the
"Exercise Price."
(A) EXERCISE OF WARRANT. This Warrant may be exercised in
whole or in part at any time during the Exercise Period, and during the Exercise
Period the Holder shall have the right to exercise this Warrant into the kind
and amount of shares of stock and other securities and property (including cash)
receivable by a holder of the number of shares of Common Stock into which this
Warrant might have been exercisable immediately prior thereto. This Warrant may
be exercised by presentation and surrender hereof to the Company at its
principal office, or at the office of its stock transfer agent, if any, with the
Purchase Form annexed hereto duly executed and accompanied by payment of the
Exercise Price for the number of Warrant Shares specified in such form. As soon
as practicable after each such exercise of the Warrants, but not later than
seven (7) days from the date of such exercise, the Company shall issue and
deliver to the Holder a certificate or certificates for the Warrant Shares
issuable upon such
