EXHIBIT 10.29
WARRANT AGREEMENT
WARRANT AGREEMENT dated as of October __, 1998, between Environmental
Remediation Holding Corporation, a Colorado corporation (the "Company"), and
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W I T N E S S E T H:
WHEREAS,---- wishes to acquire certain warrants of the Company more
particularly described below; and
WHEREAS, the Company wishes to issue such warrants to pursuant to the terms
and conditions set forth herein.
NOW, THEREFORE, in consideration of the promises, the agreements herein
set forth and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. Grant.
The Company hereby grants , (the "Holder") the following:
a. The right to purchase, at any time from the date of the issuance
until 5:00 PM Eastern Standard Time on December 31, 2003 (the "Warrant "A"
Exercise Term"), 150,000 shares (the "Shares") of Common Stock, $0.0001 par
value per share (the "Common Stock"), of the Company (subject to adjustment as
provided in Section 11 hereof) upon payment of $.50 per Share (the "Warrant "A"
Exercise Price") in lawful funds of the United States of America (the "Warrant
"A").
b. The right to purchase, at any time from the date of issuance until
the earlier of (i) five (5) years from the date of the exercise of Warrant "A"
or (ii) December 31, 2008 (the Warrant "B" Exercise Term"), 150,000 Shares of
Common Stock of the Company (subject to adjustment as provided in Section 11
hereof) upon payment of $3.00 per Share (the Warrant "B" Exercise Price") in
lawful funds of the United States of America (the Warrant "B").
2. Warrant Certificates.
The warrant certificates for Warrant "A" and Warrant "B" (the "Warrant
Certificates) delivered and to be delivered pursuant to this Agreement shall be
in the forms set forth as Exhibits A and B, attached hereto and made a part
hereof, with such appropriate insertions, omissions, substitutions and other
variations as required or permitted by this Agreement.
3. Exercise of Warrants.
In case the Holder of the warrants granted herein shall desire to
exercise Warrant "A" or Warrant "B" in whole or in part, the Holder shall
surrender the appropriate warrant, with the form of exercise notice on the last
pages hereof (the "Form of Exercise") duly executed by the Holder, to the
Company, accompanied by payment of the applicable Exercise Price.
(a) The warrants granted herein may be exercised in whole or
in part but not for fractional Shares. In case of the exercise in part only, the
Company will deliver to the Holder a new warrant of like tenor in the name of
the Holder evidencing the right to purchase the number of Shares as to which the
applicable warrant has not been exercised.
(b) The warrants granted herein may also be exercised by the
Holder, in whole or in part, at any time and from time to time and from time to
time during the applicable Exercise Period by presentation and surrender of the
applicable warrant to the Company at its principal executive offices with a
written notice of the Holder's intention to effect a cashless exercise,
including a calculation of the number of shares of Common Stock to be issued
upon such exercise in accordance with the terms hereof (a "Cashless Exercise").
In the event of a Cashless Exercise, the Holder shall surrender the applicable
warrant for that number of shares of Common Stock determined by
(i) multiplying the number of Shares for which such warrant is being
exercised by the Per Share Warrant Value as defined in Section 3(c) herein; and
(ii) dividing the product by the bid price of one share of the Common Stock
on the trading day immediately preceding the date of exercise as defined in
Section 3(d) hereof.
In the event that a warrant is not exercised in full, the number of Shares shall
be reduced by the number of such Shares for which the applicable warrant is
exercised, and the Company, at its expense, shall forthwith issue and deliver to
or upon the order of the Holder a new warrant of like tenor in the name of the
Holder or as the Holder may request (subject to the rules governing transfers of
restricted securities), reflecting such adjusted number of Shares.
(c) As used herein "Per Share Warrant Value" shall mean the
difference resulting from subtracting the applicable Exercise Price from the bid
price of one share of Common Stock on the trading day immediately preceding the
Date of Exercise.
(d) As used herein "Date of Exercise" shall mean the date that
the advance copy of the Form of Exercise set forth herein is sent by facsimile
to the Company, provided that the original warrant and original Form of Exercise
are received by the Company within three (3) business days. If the Holder has
not sent advance notice by facsimile, the Date of Exercise shall be the date the
original Form of Exercise is received by the Company.
4. Company's Call Rights.
a. The Company has the right to call Warrant "A" any time after the
underlying shares are registered if the Common Stock of the Company exceeds a
price of $4.50 per share for an average of twenty (20) consecutive trading days.
b. The Company has the right to call Warrant "B" any time after eighteen
(18) months after the Holder has exercised Warrant "A" and after the underlying
shares are registered if the Common Stock of the Company exceeds a price of
$9.00 per share for an average of twenty (20) consecutive trading days.
c. Notwithstanding anything contained in this Section 4, the Company may
not call Warrant "A" and Warrant "B" simultaneously.
5. Covenants of the Company.
The Company hereby covenants and agrees that prior to the
expiration of Warrant "A" and Warrant "B" by exercise or by their respective
terms:
(a) The Company shall at all times reserve and keep available,
out of its authorized and unissued share capital, solely for the purpose of
providing for the exercise, forthwith upon the request of the Holder of the
warrants then outstanding and in effect, such number of shares of Common Stock,
as shall, from time to time, be sufficient for the exercise of the warrants
granted by this Agreement. The Company shall, from time to time, in accordance
with the laws of the State of Florida, increase the authorized amount of its
share capital if at any time the number of shares of Common Stock remaining
unissued and unreserved for other purposes shall not be sufficient to permit the
exercise of the warrants then outstanding and in effect.
(b) The Company covenants and agrees that all shares that may
be issued upon the exercise of the rights represented by Warrant "A" and Warrant
"B" will, upon issuance, be validly issued, fully paid and non-assessable, and
free from all taxes, liens and charges with respect to the issue thereof.
6. Loss, Theft, Destruction or Mutilation.
In case either Warrant "A" or Warrant "B" shall become
mutilated or defaced or be destroyed, lost or stolen, the Company shall execute
and deliver a new warrant (i) in exchange for and upon surrender and
cancellation of such mutilated or defaced warrant or (ii) in lieu of and in
substitution for such warrant so destroyed, lost, or stolen, upon the Holder of
such warrant filing with the Company such evidence satisfactory to it that such
warrant has been so lost or stolen and of the ownership thereof by the Holder;
provided, however, that, in either case, the Company shall be entitled, as a
condition to the execution and delivery of such new warrant, to demand indemnity
satisfactory to it and payment of expenses and charges incurred in connection
with the delivery of such new warrant, and may demand a bond from the Holder.
Any warrant so surrendered to the Company shall be canceled.
7. Record Owner.
At the time of the surrender of Warrant "A" or Warrant "B",
together with the Form of Exercise properly executed and payment of the
applicable Exercise Price, the person exercising such warrant shall be deemed to
be the Holder of record of the Common Stock deliverable upon such exercise, in
whole or in part, notwithstanding that the stock transfer books of the Company
shall then be closed or that certificates representing such securities shall not
then be actually delivered to such person.
8. Mailing of Notices, etc.
All notices and other communications from the Company to the
Holder of Warrant "A" and Warrant "B" shall be mailed by first-class registered
or certified mail, return receipt requested, postage prepaid, to the Holder at
the address set forth in the records of the Company, or to such other address
furnished to the Company in writing from time to time by the Holder of such
warrants in accordance with this Section 8.
9. Registration Under the Securities Act of 1933, as amended, and Transfers.
a. Neither Warrant "A" nor Warrant "B" nor the Shares underlying each of
them have been registered under the Securities Act of 1933, as amended (the
"Act"). Unless and until registered under the Act, such warrants and all
replacement warrants shall bear the following legend:
This Warrant, and the securities issuable upon the exercise of this
Warrant, have not been registered under the Securities Act of 1933, as amended
(the "Act") or applicable state law and may not be sold, transferred or
otherwise disposed of unless registered under the Act and any applicable state
act or unless the Company receives an opinion of counsel for the holder and is
satisfied that this Warrant and the underling securities may be transferred
without registration under the Act.
The Shares issuable upon exercise of such warrants shall be Rule 144
restricted shares (the "Restricted Securities"). After issuance of the Shares,
Company agrees to use its best efforts to assist Holder in registering the
Shares or to register the Shares under the Act subject to the rules,
regulations, and other provisions of said Act.
b. No sale, transfer, assignment or other disposition of the
warrants granted herein shall be effective unless the Payee or any subsequent
permitted assignee shall provide the Company with (i) an original form of
assignment (the "Form of Assignment") set forth on the last pages hereof, (ii)
the original warrant and (iii) an opinion of counsel for the Payee or such
subsequent permitted assignee, in a form reasonably satisfactory to the Company,
stating that the warrant and the underlying securities may be transferred
without registration under the Act. Upon acceptance of same for transfer, the
Company shall execute and deliver a new warrant in exchange for the one
surrendered or like tenor in the name of the permitted assignee and enter such
permitted assignee on the books of the Company as the registered holder.
10. Piggyback Registration.
a. At any time that the Company proposes to file a Company
registration statement on Form S-1, including the pending Form S-1 registration
filed on January 8, 1998, under the Act (the "Registrations Statement"), or any
amendment filed thereof, the Company shall cause to be included in such
registration statement any securities issued or subject to issuance in this
transaction; provided, however, that if, at any time after giving written notice
of its intention to register any securities and prior to the effective date of
the Company Registration Statement filed in connection with such registration,
the Company shall determine for any reason not to register or to delay
registration of holder's Restricted Securities, the Company may, at its
election, give written notice of such determination to Holder and, thereupon:
(i) in the case of a determination not to register such other securities,
shall be relieved of its obligation to register Holder's Restricted Securities
in connection with such registration (but not from its obligation to pay the
registration expenses in connection therewith), and
(ii) in the case of a delay in registering, shall be permitted to delay
registering Holder's Restricted Securities for the same period as the delay in
registering such other securities.
b. The Company's obligation to include Restricted Securities in a Company's
Registration Statement pursuant to Section 10(a) shall be subject to the
following limitations:
(i) The Company may elect, at its sole option and for any reason, not to
register Holder's Restricted Shares, provided however, that this right is
limited to one (1) time and relative to one (1) particular Company Registration
Statement.
(ii) The Company shall not be obligated to include any Restricted
Securities in a registration statement filed on Form X-0, Xxxx X-0 or such other
similar successor forms then in effect under the Securities Act.
(iii) If a Company Registration Statement involves an underwritten offering
and the managing underwriter advises the Company in writing that in its opinion,
the number of securities requested to be included in such Company Registration
Statement exceeds the number which can be sold in such offering without
adversely affecting the offering, the Company shall include in such Company
Registration Statement the number of such securities which the Company is so
advised can be sold in such offering without adversely affecting the offering,
determined as follows:
(A) first, the securities proposed by the Company to be sold for it own
account, and
(B) second, any Restricted Securities requested to be included in such
registration and any other securities of the Company in accordance with the
priorities, if and then existing among the holders of such securities pro rata
among the holders thereof requesting such registration on the basis of the
number of shares of such securities requested to be included by such holders.
(iv) The Company shall not be obligated to include Restricted Securities in
more than one (1) Company Registration Statement.
(c) To the extent Holder's Restricted Securities are intended
to be included in a Company Registration Statement, Holder may include any of
its Restricted Securities in such Company Registration Statement pursuant to
this Agreement only if Holder furnishes to the Company in writing, within ten
(10) business days after receipt of a written request therefor, such information
specified in Item 507 of Regulation S-K under the Act or such other information
as the Company may reasonably request for use in connection with the Company
Registration Statement or Prospectus or preliminary Prospectus included therein
and in any application to the NASD. Holder as to which the Company Registration
Statement is being effected agrees to furnish promptly to the Company all
information required to be disclosed in order to make all information previously
furnished to the Company by Holder not materially misleading.
11. Antidilution Provision.
The applicable Exercise Price in effect from time to time
shall be, subject to adjustment in accordance with the provisions of this
Section 11.
(a) Adjustments for Stock Splits and Combinations. If the
Company shall at any time or from time to time after the date hereof, effect a
stock split of the outstanding Common Stock, the applicable Exercise Price in
effect immediately prior to the stock split shall be proportionately decreased.
If the Company shall at any time or from time to time after the date hereof,
combine the outstanding shares of Common Stock, the applicable Exercise Price in
effect immediately prior to the combination shall be proportionately increased.
Any adjustments under this Section 11(a) shall be effective at the close of
business on the date the stock split or combination occurs.
(b) Adjustments for Certain Dividends and Distributions. If the Company
shall at any time or from time after the date hereof, make or issue or set a
record date for the determination of holders of Common Stock entitled to receive
a dividend or other distribution payable in shares of Common Stock, then, and in
each event, the applicable Exercise Price in effect immediately prior to such
event shall be decreased as of the time of such issuance or, in the event such a
record date shall have been fixed, as of the close of business on such record
date, by multiplying the applicable Exercise Price then in effect by a fraction;
(i) the numerator of which shall be the total number of shares of Common
Stock issued and outstanding immediately prior to the time of such issuance or
the close of business on such record date; and
(ii) the denominator of which shall be the total number of shares of Common
Stock issued and outstanding immediately prior to the time of such issuance or
the close of business on such record date plus the number of shares of Common
Stock issuable in payment of such dividend or distribution.
(c) Adjustments for Other Dividends and Distributions. If the
Company shall at any time or from time to time after the date hereof, make or
issue or set a record date for the determination of holders of Common Stock
entitled to receive a dividend or other distribution payable in other than
shares of Common Stock, then, and in each event, an appropriate revision to the
applicable Exercise Price shall be made and provision shall be made (by
adjustments of the Exercise Price or otherwise) so that the Holder of the
warrants shall receive upon exercise thereof, in addition to the number of
shares of Common Stock receivable thereon, the number of securities of the
Company which they would have received had the warrant been exercised into
Common Stock on the date of such event and had thereafter, during the period
from the date of such event to and including the date hereof, retained such
securities (together with any distributions payable thereon during such period),
giving application to all adjustments called for during such period under this
Section 11(c) with respect to the rights of the holders of the Warrant "A" and
Warrant "B".
(d) Adjustments for Reclassification, Exchange or
Substitution. If the Common Stock issuable upon exercise of Warrant "A" or
Warrant "B" at any time or from time to time after the date hereof shall be
changed into the same or a different number of shares of any class or classes of
stock, whether by reclassification, exchange, substitution or otherwise (other
than by way of a stock split or combination of shares or stock dividends
provided for in Sections 11(a), (b) and (c), or a reorganization, merger,
consolidation, or sale of assets provided for in Section 11(e)), then, and in
each event, an appropriate revision to the applicable Exercise Price shall by
made and provisions shall be made (by adjustments of the Exercise Price of
otherwise) so that the Holder of Warrant "A" and Warrant "B" shall have the
right thereafter to exercise such warrants into the kind and amount of shares of
stock and other securities receivable upon reclassification, exchange,
substitution or other change, by holders of the number of shares of Common Stock
into which such warrant might have been exercised immediately prior to such
reclassification, exchange, substitution or other change, all subject to further
adjustment as provided herein.
(e) Adjustments for Reorganization, Merger, Consolidation or Sales of
Assets. If at any time or from time to time after the date hereof there shall be
a capital reorganization of the Company (other than by way of a stock split or
combination of shares or stock dividends or distributions provided for in
Section 11(a), (b), and (c), or a reclassification, exchange or substitution of
shares provided for in Section 11(d)), or a merger or consolidation of the
Company with or into another corporation, or the sale of all or substantially
all of the Company's properties or assets to any other person, then as a part of
such reorganization, merger, consolidation, or sale, an appropriate revision to
the applicable Exercise Price shall be made and provision shall be made (by
adjustments of the Exercise Price or otherwise) so that the holder of Warrant
"A" and Warrant "B" shall have the right thereafter to exercise such warrants
into the kind and amount of shares of stock and other securities or property of
the Company or any successor corporation resulting from such reorganization,
merger, consolidation, or sale, to which a holder of Common Stock deliverable
upon exercise of such shares would have been entitled upon such reorganization,
merger, consolidation, or sale. In any such case, appropriate adjustment shall
be made in the application of the provisions of this Section 11(e) with respect
to the rights of the holders of Warrant "A" and Warrant "B" after the
reorganization, merger, consolidation, or sale to the end that the provisions of
this Section 11(e) (including any adjustment in the applicable Exercise Price
then in effect and the number of shares of stock or other securities deliverable
upon exercise of such warrant) shall be applied after that event in as nearly an
equivalent manner as may be practicable.
12. Laws of the State of Florida.
Warrant "A" and Warrant "B" shall be governed by, interpreted
under and construed in all respects in accordance with, the laws of the State of
Florida, irrespective of the place of domicile or residence of any party.
13. Entire Agreement and Modification.
The Company and the Holder hereby represent and warrant that
this Warrant Agreement and Warrant "A" and Warrant "B" issued hereunder are
intended to and do contain and embody all of the understandings and agreements,
both written and oral, of the parties hereto with respect to the subject matter
of the warrants granted herein, and that there exists no oral agreement or
understanding, express or implied, whereby the absolute, final and unconditional
character and nature of this Warrant Agreement, Warrant "A" and Warrant "B"
shall be in any way invalidated, empowered or affected. A modification or waiver
of any of the terms, conditions or provisions of this Warrant Agreement, Warrant
"A" or Warrant "B" shall be effective only if made in writing and executed with
the same formality as these documents.
14. Controlling Document.
Notwithstanding anything contained herein, in the event of
conflict between any provision contained herein and those contained in Warrant
"A" or Warrant "B", the provisions contained in this Agreement shall control.
Warrant "A" and Warrant "B" will become wholly void and of no effect
and the rights evidenced hereby will terminate unless exercised in accordance
with the terms and provisions hereof at or before 5:00 p.m., Eastern Time, on
the Expiration Date.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the day and year first above written.
ENVIRONMENTAL REMEDIATION
HOLDING CORPORATION
By:______________________________________
Name: Xxxxxx Xxxxxx
Title: Vice President/Chief Financial Officer
Attest: ___________________________
Name: ___________________________
Title:_____________________________
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By:______________________________________
Name:
Title:
Attest: ___________________________
Name: ___________________________
Title:_____________________________
EXHIBIT A
This Warrant, and the securities issuable upon the exercise of this Warrant,
have not been registered under the Securities Act of 1933, as amended (the
"Act") or applicable state law and may not be sold, transferred or otherwise
disposed of unless registered under the Act and any applicable state act or
unless the Company receives an opinion of counsel for the holder and is
satisfied that this Warrant and the underling securities may be transferred
without registration under the Act.
THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS
CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREE
MENT REFERRED TO HEREIN.
EXERCISABLE ON OR BEFORE
5:00 P.M., EASTERN STANDARD TIME, DECEMBER 31, 2003
150,000 WARRANTS
WARRANT "A" CERTIFICATE
This Warrant "A" Certificate certifies that----------------- ("") or
registered assigns, is the registered holder of 150,000 Warrants to purchase, at
any time from October _, 1998, until 5:00 P.M. Eastern Standard Time on December
31, 2003 ("Expiration Date"), up to 150,000 shares ("Shares") of fully-paid and
non-assessable common stock, par value $.0001 ("Common Stock"), of Environmental
Remediation Holding Corporation, a Colorado corporation (the "Company"), at the
Initial Exercise Price, subject to adjustment in certain events, of $.50 per
Share (the "Exercise Price") upon surrender of this Warrant Certificate and
payment of the Exercise Price at an office or agency of the Company, but subject
to the conditions set forth herein and in the warrant agreement dated as of
October _, 1998, between the Company and (the "Warrant Agreement"). Payment of
the Exercise Price may be made in cash, or by certified or official bank check
in New York Clearing House funds payable to the order of the Company, or any
combination of cash or check.
No Warrant may be exercised after 5:00 P.M., Eastern Standard Time, on
the Expiration Date, at which time all Warrants evidenced hereby, unless
exercised prior thereto, shall thereafter be void.
The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants issued pursuant to the Warrant Agreement, which
Warrant Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to in a description of the rights, limitation
of rights, obligations, duties and immunities thereunder of the Company and the
holders (the words "holders" or "holder" meaning the registered holders or
registered holder) of the Warrants.
The Warrant Agreement provides that upon the occurrence of certain
events, the Exercise Price and/or number of the Company's securities issuable
thereupon may, subject to certain conditions, be adjusted. In such event, the
Company will, at the, request of the holder, issue a new Warrant Certificate
evidencing the adjustment in the Exercise Price and the number and/or type of
securities issuable upon the exercise of the Warrants; provided, however, that
the failure of the Company to issue such new Warrant Certificates shall not in
any way change, alter, or otherwise impair, the rights of the holder as set
forth in the Warrant Agreement.
Upon due presentment for registration of transfer of this Warrant
Certificate at an office or agency of the Company, a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of warrants shall be issued to the transferees) in exchange for this Warrant
Certificate, subject to the limitations provided herein and in the Warrant
Agreement and in compliance with the rules governing restricted securities,
without any charge except for any tax, or other governmental charge imposed in
connection therewith.
Upon the exercise of less than all of the Warrants evidenced by this
Certificate, the Company shall forthwith issue to the holder hereof a new
Warrant Certificate representing such number of unexercised Warrants.
The Company may deem and treat the registered holder(s) hereof as the
absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, and of any distribution to the holder(s) hereof, and for all
other purposes, and the Company shall not be affected by any notice to the
contrary.
All terms used in this Warrant Certificate which are defined in the
Warrant Agreement shall have the meanings assigned to them in the Warrant
Agreement.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed under its corporate seal.
Dated: _______________, 1998
ENVIRONMENTAL REMEDIATION
HOLDING CORPORATION
By:_______________________
Name:_____________________
Title_____________________
Attest:____________________________
Name:____________________________
Title:_____________________________
EXHIBIT B
This Warrant, and the securities issuable upon the exercise of this Warrant,
have not been registered under the Securities Act of 1933, as amended (the
"Act") or applicable state law and may not be sold, transferred or otherwise
disposed of unless registered under the Act and any applicable state act or
unless the Company receives an opinion of counsel for the holder and is
satisfied that this Warrant and the underling securities may be transferred
without registration under the Act.
THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS
CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREE
MENT REFERRED TO HEREIN.
EXERCISABLE ON OR BEFORE
5:00 P.M., EASTERN STANDARD TIME
ON THE EARLIER OF
(I) FIVE (5) YEARS FROM THE DATE OF EXERCISE OF WARRANT "A" OR (II)
DECEMBER 31, 2008
150,000 WARRANTS
WARRANT "B" CERTIFICATE
This Warrant "B" Certificate certifies that -----------------------
("") or registered assigns, is the registered holder of 150,000 Warrants to
purchase, at any time from October _, 1998, until 5:00 P.M. Eastern Standard
Time on the earlier of (i) five (5) years from the exercise of Warrant "A"
issued to the on even date or (ii) December 31, 2008 ("Expiration Date"), up to
150,000 shares ("Shares") of fully-paid and non-assessable common stock, par
value $.0001 ("Common Stock"), of Environmental Remediation Holding Corporation,
a Colorado corporation (the "Company"), at the Initial Exercise Price, subject
to adjustment in certain events, of $3.00 per Share (the "Exercise Price") upon
surrender of this Warrant Certificate and payment of the Exercise Price at an
office or agency of the Company, but subject to the conditions set forth herein
and in the warrant agreement dated as of October _, 1998, between the Company
and (the "Warrant Agreement"). Payment of the Exercise Price may be made in
cash, or by certified or official bank check in New York Clearing House funds
payable to the order of the Company, or any combination of cash or check.
No Warrant may be exercised after 5:00 P.M., Eastern Standard Time, on
the Expiration Date, at which time all Warrants evidenced hereby, unless
exercised prior thereto, shall thereafter be void.
The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants issued pursuant to the Warrant Agreement, which
Warrant Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to in a description of the rights, limitation
of rights, obligations, duties and immunities thereunder of the Company and the
holders (the words "holders" or "holder" meaning the registered holders or
registered holder) of the Warrants.
The Warrant Agreement provides that upon the occurrence of certain events,
the Exercise Price and/or number of the Company's securities issuable thereupon
may, subject to certain conditions, be adjusted. In such event, the Company
will, at the, request of the holder, issue a new Warrant Certificate evidencing
the adjustment in the Exercise Price and the number and/or type of securities
issuable upon the exercise of the Warrants; provided, however, that the failure
of the Company to issue such new Warrant Certificates shall not in any way
change, alter, or otherwise impair, the rights of the holder as set forth in the
Warrant Agreement.
Upon due presentment for registration of transfer of this Warrant
Certificate at an office or agency of the Company, a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of warrants shall be issued to the transferees) in exchange for this Warrant
Certificate, subject to the limitations provided herein and in the Warrant
Agreement and in compliance with the rules governing restricted securities,
without any charge except for any tax, or other governmental charge imposed in
connection therewith.
Upon the exercise of less than all of the Warrants evidenced by this
Certificate, the Company shall forthwith issue to the holder hereof a new
Warrant Certificate representing such number of unexercised Warrants.
The Company may deem and treat the registered holder(s) hereof as the
absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, and of any distribution to the holder(s) hereof, and for all
other purposes, and the Company shall not be affected by any notice to the
contrary.
All terms used in this Warrant Certificate which are defined in the
Warrant Agreement shall have the meanings assigned to them in the Warrant
Agreement.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed under its corporate seal.
Dated: _______________, 1998
ENVIRONMENTAL REMEDIATION
HOLDING CORPORATION
By:_______________________
Name:_____________________
Title_____________________
Attest:____________________________
Name:____________________________
Title:_____________________________
[FORM OF EXERCISE]
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase ____________ Shares and
herewith tenders in payment for such Shares cash or a certified or official bank
check payable in New York Clearing House Funds to the order of ENVIRONMENTAL
REMEDIATION HOLDING CORPORATION 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
---------------------------------------------------------------.
Dated: Signature:________________
(Signature must conform in
all respects to name of
holder as specified on the
face of the Warrant
Certificate.)
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(Insert Social Security or Other
Identifying Number of Holder)
[FORM OF ASSIGNMENT]
(To be executed by the registered holder if such
holder desires to transfer the Warrant
Certificate.)
FOR VALUE RECEIVED ___________________________________________ hereby
sells, assigns and transfers unto
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(Please print name and address of transferee)
this Warrant Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint
___________________________________, Attorney, to transfer the within Warrant
Certificate on the books of the within-named Company, with full power of
substitution.
Dated: Signature:_________________
(Signature must conform in
all respects to name of
holder as specified on the
face of the Warrant
Certificate)
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(Insert Social Security or Other
Identifying Number of Assignee)
