ECO SOIL SYSTEMS, INC.
COMMON STOCK PURCHASE WARRANT
NO. _____ _______ SHARES
FOR GOOD AND VALUABLE CONSIDERATION, Eco Soil Systems, Inc., a
Minnesota corporation (the "Company"), hereby certifies that X. X. Xxxxxxxx &
Company, Minneapolis, Minnesota (the "Representative"), or its registered
assigns, is entitled to subscribe for and purchase from the Company at any time
or from time to time after [ONE YEAR FROM EFFECTIVE DATE], to and including
[FIVE YEARS FROM EFFECTIVE DATE], _____________________ (__________) fully paid
and nonassessable shares of the Common Stock of the Company at the purchase
price of $_______ per share [120% OF INITIAL PUBLIC OFFERING PRICE] (the
"Warrant Exercise Price"), subject to adjustment as provided herein. Reference
is made to this Warrant in the Underwriting Agreement dated ___________, 1996 by
and between, among others, the Company and the Representative. As used herein,
(i) this warrant and all warrants hereafter issued in exchange or substitution
for this warrant are referred to as the "Warrants;" (ii) the shares which may be
acquired upon exercise of the Warrants are referred to herein as the "Warrant
Shares;" (iii) the term "Holder" means the Representative, any party who
acquires all or a part of this Warrant as a registered transferee of the
Representative, or any record holder or holders of the Warrant Shares issued
upon exercise, whether in whole or in part, of the Warrant; (iv) the term
"Common Stock" means and includes the Company's presently authorized common
stock, $.005 per share par value, together with any other equity securities
which may be issued by the Company with respect thereto or in substitution
therefor; and (v) the term "Convertible Securities" means any stock or other
securities convertible into, or exchangeable for, Common Stock.
This Warrant is subject to the following provisions, terms and
conditions, to which each Holder hereof consents and agrees:
1. Exercise; Transferability.
(a) The rights represented by this Warrant may be exercised by
the Holder hereof, in whole or in part (but not as to a fractional share of
Common Stock) by written notice of exercise (in the form attached hereto)
delivered to the Company at the principal office of the Company prior to the
expiration of this Warrant and accompanied or preceded by the surrender of this
Warrant along with a check in payment of the Warrant Exercise Price for the
Warrant Shares being acquired upon such exercise.
(b) Until exercisable, this Warrant may not be sold, assigned,
hypothecated, or otherwise transferred (other than by will, pursuant to the
operation of law, or where directed by a court of competent jurisdiction upon
the dissolution or liquidation of a corporate Holder hereof), except to (i) a
person who is both an officer and a shareholder of the Representative, (ii) a
successor in interest to the business of the Representative, (iii) a person who
is both an officer and a shareholder of a successor, or (iv) a person who is an
employee of the Representative or a successor, but only if such employee is also
an officer of the Representative or successor; such transfer to be by
endorsement (by the Holder hereof executing the form of assignment attached
hereto) and delivery in the same manner as in the case of a negotiable
instrument transferable by endorsement and delivery. Further, this Warrant may
not be sold, transferred, assigned, hypothecated or divided into two or more
Warrants of smaller denominations, nor may any Warrant Shares issued pursuant to
exercise of this Warrant be transferred, except as provided in Section 7 hereof.
2. Exchange and Replacement. Subject to Sections 1 and 7 hereof, this
Warrant is exchangeable upon the surrender hereof by the Holder to the Company
at its office for new Warrants of like tenor and date representing in the
aggregate the right to purchase the number of Warrant Shares purchasable
hereunder, each of such new Warrants to represent the right to purchase such
number of Warrant Shares (not to exceed the aggregate total number purchasable
hereunder) as shall be designated by the Holder at the time of such surrender.
Upon receipt by the Company of evidence reasonably satisfactory to it of the
loss, theft, destruction, or mutilation of this Warrant, and, in case of loss,
theft or destruction, of indemnity or security reasonably satisfactory to it,
and upon surrender and cancellation of this Warrant, if mutilated, the Company
will make and deliver a new Warrant of like tenor, in lieu of this Warrant;
provided, however, that if the Representative shall be such Holder, an agreement
of indemnity by such Holder shall be sufficient for all purposes of this Section
2. This Warrant shall be promptly canceled by the Company upon the surrender
hereof in connection with any exchange or replacement. The Company shall pay all
expenses, taxes (other than stock transfer taxes), and other charges payable in
connection with the preparation, execution, and delivery of Warrants pursuant to
this Section 2.
3. Issuance of the Warrant Shares.
(a) The Company agrees that the shares of Common Stock
purchased upon exercise of this Warrant shall be and are deemed to be issued to
the Holder as of the close of business on the date on which this Warrant shall
have been surrendered and the payment made for such Warrant Shares as aforesaid.
Subject to the provisions of Section 3(b), the Company shall deliver or cause to
be delivered to the Holder within a reasonable time, not exceeding fifteen (15)
calendar days after the rights represented by this Warrant shall have been so
exercised, certificates for the Warrant Shares so purchased, and, unless this
Warrant has expired, a new Warrant representing the right to purchase the number
of Warrant Shares, if any, with respect to which this Warrant shall not then
have been exercised shall also be delivered to the Holder within such time.
(b) Notwithstanding the foregoing, the Company shall not be
required to deliver any certificate for Warrant Shares upon exercise of this
Warrant except in accordance with exemptions from the applicable securities
registration requirements or registrations under applicable securities laws.
Nothing herein, however, shall obligate the Company to effect registrations
under federal or state securities laws, except as provided in Section 9. If
registrations are not in effect and if exemptions are not available when the
Holder seeks to exercise the Warrant, the Warrant exercise period will be
extended, if need be, to prevent the Warrant from expiring, until such time as
either registrations become effective or exemptions are available, and the
Warrant shall then remain exercisable for a period of at least 30 calendar days
from the date the Company delivers to the Holder written notice of the
availability of such registrations or exemptions. The Holder agrees to execute
such documents and make such representations, warranties, and agreements as may
be reasonably required solely to comply with the exemptions relied upon by the
Company, or the registrations made, for the issuance of the Warrant Shares.
4. Covenants of the Company. The Company covenants and agrees that all
Warrant Shares will, upon issuance, be duly authorized and issued, fully paid,
nonassessable and free from all taxes, liens and charges with respect to the
issue thereof. The Company further covenants and agrees that during the period
within which the rights represented by this Warrant may be exercised, the
Company will at all times have authorized and reserved for the purpose of issue
or transfer upon exercise of the subscription rights evidenced by this Warrant a
sufficient number of shares of Common Stock to provide for the exercise of the
rights represented by this Warrant.
5. Antidilution Adjustments. The provisions of this Warrant are subject
to adjustment as provided in this Section 5.
(a) The Warrant Exercise Price shall be adjusted from time to
time such that in case the Company shall hereafter:
(i) pay any dividends on any class of stock of the
Company payable in Common Stock or securities convertible into Common
Stock;
(ii) subdivide its then outstanding shares of Common
Stock into a greater number of shares; or
(iii) combine outstanding shares of Common Stock, by
reclassification or otherwise;
then, in any such event, the Warrant Exercise Price in effect immediately prior
to such event shall (until adjusted again pursuant hereto) be adjusted
immediately after such event to a price (calculated to the nearest full cent)
determined by dividing (A) the number of shares of Common Stock outstanding
immediately prior to such event, multiplied by the then existing Warrant
Exercise Price, by (B) the total number of shares of Common Stock outstanding
immediately after such event (including in each case the maximum number of
shares of Common Stock issuable in respect of any securities convertible into
Common Stock), and the resulting quotient shall be the adjusted Warrant Exercise
Price per share. An adjustment made pursuant to this subsection shall become
effective immediately after the record date in the case of a dividend or
distribution and shall become effective immediately after the effective date in
the case of a subdivision, combination, reclassification or other event. If, as
a result of an adjustment made pursuant to this subsection, the Holder of any
Warrant thereafter surrendered for exercise shall become entitled to receive
shares of two or more classes of capital stock or shares of Common Stock and
other capital stock of the Company, the Board of Directors (whose determination
shall be conclusive) shall determine the allocation of the adjusted Warrant
Exercise Price between or among shares of such classes of capital stock or
shares of Common Stock and other capital stock. All calculations under this
subsection shall be made to the nearest cent or to the nearest 1/100 of a share,
as the case may be. In the event that at any time as a result of an adjustment
made pursuant to this subsection, the holder of any Warrant thereafter
surrendered for exercise shall become entitled to receive any shares of the
Company other than shares of Common Stock, thereafter the Warrant Exercise Price
of such other shares so receivable upon exercise of any Warrant 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 Common Stock contained in this
subsection.
(b) Upon each adjustment of the Warrant Exercise Price
pursuant to Section 5(a) above, the Holder of each Warrant shall thereafter
(until another such adjustment) be entitled to purchase at the adjusted Warrant
Exercise Price the number of shares, calculated to the nearest full share,
obtained by multiplying the number of shares specified in such Warrant (as
adjusted as a result of all adjustments in the Warrant Exercise Price in effect
prior to such adjustment) by the Warrant Exercise Price in effect prior to such
adjustment and dividing the product so obtained by the adjusted Warrant Exercise
Price.
(c) In case of any consolidation or merger to which the
Company is a party other than a merger or consolidation in which the Company is
the continuing corporation, or in case of any sale or conveyance to another
corporation of the property of the Company as an entirety or substantially as an
entirety, or in the case of any statutory exchange of securities with another
corporation (including any exchange effected in connection with a merger of a
third corporation into the Company), there shall be no adjustment under
Subsection (a) of this Section above but the Holder of each Warrant then
outstanding shall have the right thereafter to convert such Warrant into the
kind and amount of shares of stock and other securities and property which he
would have owned or have been entitled to receive immediately after such
consolidation, merger, statutory exchange, sale, or conveyance had such Warrant
been converted immediately prior to the effective date of such consolidation,
merger, statutory exchange, sale, or conveyance and in any such case, if
necessary, appropriate adjustment shall be made in the application of the
provisions set forth in this subsection with respect to the rights and interests
thereafter of any Holders of the Warrant, to the end that the provisions set
forth in this subsection shall thereafter correspondingly be made applicable, as
nearly as may reasonably be, in relation to any shares of stock and other
securities and property thereafter deliverable on the exercise of the Warrant.
The provisions of this subsection shall similarly apply to successive
consolidations, mergers, statutory exchanges, sales or conveyances.
(d) Upon any adjustment of the Warrant Exercise Price, then
and in each such case, the Company shall (i) give written notice thereof, by
first-class mail, postage prepaid, within ten (10) calendar days after the date
when the circumstances giving rise to the adjustment occurred, addressed to the
Holder as shown on the books of the Company, which notice shall state the
Warrant Exercise Price resulting from such adjustment and the increase or
decrease, if any, in the number of shares of Common Stock purchasable at such
price upon the exercise of this Warrant, setting forth in reasonable detail the
method of calculation and the facts upon which such calculation is based; and
(ii) prepare and retain on file a statement describing in reasonable detail the
method used in arriving at the new Warrant Exercise Price.
6. No Voting Rights. This Warrant shall not entitle the Holder to any
voting rights or other rights as a shareholder of the Company.
7. Notice of Transfer of Warrant or Resale of the Warrant Shares.
(a) Subject to the sale, assignment, hypothecation, or other
transfer restrictions set forth in Section 1 hereof, the Holder, by acceptance
hereof, agrees to give written notice to the Company before transferring this
Warrant or transferring any Warrant Shares of such Xxxxxx's intention to do so,
describing briefly the manner of any proposed transfer. Promptly upon receiving
such written notice, the Company shall present copies thereof to the Company's
counsel and to counsel to the original purchaser of this Warrant. If, in the
opinion of each such counsel, the proposed transfer may be effected without
registration or qualification (under any federal or state securities laws), the
Company, as promptly as practicable, shall notify the Holder of such opinion,
whereupon the Holder shall be entitled to transfer this Warrant or to dispose of
Warrant Shares received upon the previous exercise of this Warrant, all in
accordance with the terms of the notice delivered by the Holder to the Company;
provided that an appropriate legend may be endorsed on this Warrant or the
certificates for such Warrant Shares describing restrictions upon transfer
thereof necessary or advisable in the opinion of counsel and satisfactory to the
Company to prevent further transfers which would be in violation of Section 5 of
the Securities Act of 1933, as amended (the "Securities Act") and applicable
state securities laws; and provided further that the prospective transferee or
purchaser shall execute such documents and make such representations,
warranties, and agreements as may be required solely to comply with the
exemptions relied upon by the Company for the transfer or disposition of the
Warrant or Warrant Shares.
(b) If, in the opinion of either of the counsel referred to in
this Section 7, the proposed transfer or disposition of this Warrant or such
Warrant Shares described in the written notice given pursuant to this Section 7
may not be effected without registration or qualification of this Warrant or
such Warrant Shares, the Company shall promptly give written notice thereof to
the Holder, and the Holder will limit its activities in respect to such transfer
or disposition as, in the opinion of both such counsel, are permitted by law.
(c) Until this Warrant is duly transferred on the books of the
Company, the Company shall treat the registered Holder of this Warrant as
absolute owner hereof for all purposes without being affected by any notice to
the Company.
8. Fractional Shares. Fractional shares shall not be issued upon the
exercise of this Warrant, but in any case where the holder would, except for the
provisions of this Section, be entitled under the terms hereof to receive a
fractional share, the Company shall, upon the exercise of this Warrant for the
largest number of whole shares then called for, pay a sum in cash equal to the
sum of (a) the excess, if any, of the "Fair Market Value" (as defined in Section
10(d) hereof) of such fractional share over the proportional part of the Warrant
Exercise Price represented by such fractional share, plus (b) the proportional
part of the Warrant Exercise Price represented by such fractional share.
9. Registration Rights.
(a) The Company agrees that, if at any time (but on a one-time
basis only) during the period commencing one year from the date of this Warrant
and ending seven (7) years from [DATE OF EFFECTIVENESS], and provided that a
Registration Statement on Form S-3 (or any successor or equivalent form) is then
available to the Company, the Holder of this Warrant and/or the Holders of any
other Warrants and/or Warrant Shares who collectively shall hold not less than
50% of the Warrants and/or Warrant Shares outstanding at such time and not
previously sold pursuant to this Section 9, shall request that the Company file
a registration statement covering all or any part of the Warrant Shares:
(i) the Company will promptly notify the Holder and
all other registered Holders, if any, of other Warrants and/or Warrant
Shares that such registration statement will be filed and that the
Warrant Shares which are then held and/or which may be acquired upon
the exercise of the Warrants by the Holder and such other Holders will
be included in such registration statement at the Holder's and such
Holders' request; and
(ii) the Company will cause such registration
statement to include all Warrant Shares which it has been so requested
to include, will take all necessary steps to register or qualify such
Warrant Shares under the Securities Act and the securities laws of such
states as the holders may reasonably request, and will use its best
efforts to cause such registration statement and qualifications to
become effective as soon as practicable.
The Company shall keep effective and maintain any registration, qualification,
notification, or approval specified in this Section 9(a) for such period as may
be reasonably necessary for such Holder or Holders of such Warrant Shares to
dispose thereof and from time to time shall amend or supplement the prospectus
used in connection therewith to the extent necessary in order to comply with
applicable law; provided, that the Company need not maintain the effectiveness
of any such registration, qualification, notification or approval, whether or
not at the request of the Holders, more than nine (9) months following the
effective date thereof. Notwithstanding the provisions of this Section 9(a), the
Company shall not be required to file a registration statement covering all or
any part of the Warrant Shares as required by this Section 9(a) if the Company's
Board of Directors or other governing body determines in good faith and by at
least the requisite vote required for such matters that such filing of a
Registration Statement would not be in the best interests of the Company and its
shareholders. If a request for registration is submitted pursuant to this
Section 9(a) and either a Registration Statement is not filed, or a Registration
Statement is filed but is not declared effective by the Securities and Exchange
Commission or any state securities authority within ninety (90) days after
filing and such Registration Statement is withdrawn at the request of the
Holders of at least a majority of the Warrant Shares covered by such
Registration Statement, the right of the Holders to again request registration
of the Warrant Shares under this Section 9(a) shall not be prejudiced or
otherwise affected.
(b) The Company agrees that, if at any time and from time to
time during the period commencing one year from the date of this Warrant and
ending seven (7) years from [DATE OF EFFECTIVENESS], the Company proposes to
file a registration statement under the Securities Act (other than a Form S-4 or
Form S-8 Registration Statement or any successor forms thereto) or qualify for a
public distribution under Section 3(b) of the Securities Act, any of its
securities in connection with the proposed offer of such securities by the
Company or any of its shareholders:
(i) the Company will promptly notify the Holder and
all other registered Holders, if any, of other Warrants and/or Warrant
Shares, at least thirty (30) days prior to each such filing, that it
intends to file such registration statement or effect such
qualification, and that the Warrant Shares which are then held and/or
which may be acquired upon the exercise of the Warrants by the Holder
and such other Holders will be included in such registration statement
or qualification at the Holder's and such Holders' request; and
(ii) the Company will use its best efforts to cause
such registration statement or qualification to include all Warrant
Shares which it has been so requested to include; provided, however,
that in an offering that is underwritten, if a greater number of
Warrant Shares is offered for participation in the proposed offering
than in the reasonable opinion of the managing underwriter of the
proposed offering can be accommodated without adversely affecting the
proposed offering, then the amount of Warrant Shares proposed to be
offered by such Holders for registration, as well as the number of
securities of any other selling shareholders participating in the
registration, shall be proportionately reduced to a number deemed
satisfactory by the managing underwriter.
The Holder and such other Holders may request that their Warrant Shares be
included in such registration statement or qualification by making written
request to the Company specifying the number of Warrant Shares to be so
included. Such request shall be made within twenty (20) days after receipt from
the Company of notice of such intended registration or qualification.
(c) With respect to each inclusion of securities in a
registration or qualification pursuant to this Section 9, the Company shall bear
all fees, costs, and expenses thereof, including, without limitation, all filing
fees, fees imposed by the National Association of Securities Dealers, Inc.,
printing expenses, fees and disbursements of counsel and accountants for the
Company, fees and disbursements of counsel for the underwriter or underwriters
of such securities (if the Company is required to bear such fees and
disbursements), all internal expenses, the premiums and other costs of policies
of insurance against liability arising out of the public offering, and legal
fees and disbursements and other expenses of complying with state securities
laws of any jurisdictions in which the securities to be offered are to be
registered or qualified. Notwithstanding the foregoing, fees and disbursements
of special counsel and accountants for the selling Holders, underwriting
discounts and commissions attributable to the Warrant Shares to be sold, and
transfer taxes for selling Holders shall be borne by the selling Holders.
(d) The Company will furnish the Holders whose Warrant Shares
are included in a registration or qualification pursuant to this Section 9 with
a reasonable number of copies of any prospectus and/or other offering materials
included in such filings and will amend or supplement the same as required
during the period of required use thereof. In connection with any registration
filed or qualification made pursuant to this Section 9 in which Warrant Shares
are included, and to the extent permissible under the Securities Act and
controlling precedent thereunder, the Company and each Holder whose Warrant
Shares are so included in such registration or qualification shall provide
cross-indemnification agreements to each other in customary scope covering the
accuracy and completeness of the information furnished by each in connection
therewith.
(e) Each Holder of Warrant Shares included in a registration
or qualification pursuant to this Section 9 agrees to cooperate with the Company
in the preparation and filing of any such registration statement or other
offering materials and in the furnishing of information concerning the Holder
for inclusion therein, or in any efforts by the Company to establish that the
proposed sale is exempt under the Securities Act as to any proposed
distribution.
10. Right to Convert.
(a) The Holder of this Warrant shall have the right to require
the Company to convert this Warrant (the "Conversion Right"), at any time after
one year from the date of this Warrant and prior to its expiration, into shares
of Common Stock as provided for in this Section 10. Upon exercise of the
Conversion Right by the Holder, the Company shall deliver to the Holder (without
payment by the Holder of any exercise price) that number of shares of Common
Stock equal to the quotient obtained by dividing (x) the value of the Warrant at
the time the Conversion Right is exercised (determined by subtracting the
aggregate Warrant Exercise Price for the Warrant Shares in effect immediately
prior to the exercise of the Conversion Right from the aggregate "Fair Market
Value" (as determined below) for the Warrant Shares immediately prior to the
exercise of the Conversion Right) by (y) the Fair Market Value of one share of
Common Stock immediately prior to the exercise of the Conversion Right.
(b) The Conversion Right may be exercised by the Holder, at
any time or from time to time, prior to its expiration, on any business day, by
delivering a written notice (the "Conversion Notice") to the Company at the
offices of the Company exercising the Conversion Right an specifying (i) the
total number of shares of Common Stock the Holder will purchase pursuant to such
conversion, and (ii) a place, and a date not less than five (5) nor more than
twenty (20) business days from the date of the Conversion Notice, for the
closing of such purchase.
(c) At any closing under Section 10(b) hereof, (i) the Holder
will surrender the Warrant, (ii) the Company will deliver or cause to be
delivered to the Holder a certificate or certificates for the number of shares
of Common Stock issuable upon such conversion, together with cash, in lieu of
any fraction of a share, and (iii) the Company will deliver to the Holder a new
Warrant representing the number of shares of Common Stock, if any, with respect
to which the Warrant shall not have been converted.
(d) "Fair Market Value" of a share of Common Stock as of a
particular date (the "Determination Date") shall mean:
(i) If the Company's Common Stock is traded on an
exchange or is quoted on The Nasdaq National Market or Nasdaq SmallCap
Market, then the average closing or last sale prices, respectively,
reported for the ten (10) business days immediately preceding the
Determination Date.
(ii) If the Company's Common Stock is not traded on
an exchange or on The Nasdaq National Market or SmallCap Market but is
traded in the over-the-counter market, then the average of the closing
bid and asked prices as reported by Metro Data Company, Inc. (or a
similar organization) from quotations by market makers in such Common
Stock on the Minneapolis-St. Xxxx local over-the-counter market for the
ten (10) business days immediately preceding the Determination Date.
11. Miscellaneous. The Company shall not, by amendment of its articles
of incorporation or through reorganization, consolidation, merger, dissolution
or sale of assets, or by any other voluntary act or deed, avoid or seek to avoid
the observance or performance of any of the covenants, stipulations or
conditions to be observed or performed hereunder by the Company, but will, at
all times in good faith, assist, insofar as it is able, in the carrying out of
all provisions hereof and in the taking of all other action which may be
necessary in order to protect the rights of the Holders against dilution.
Upon written request of the Holder of this Warrant, the Company will
promptly provide such Holder with a then current written list of the names and
addresses of all Holders of warrants originally issued under the terms of, and
concurrent with, this Warrant.
The representations, warranties and agreements herein contained shall
survive the exercise of this Warrant. This Warrant shall be interpreted under
the laws of the State of Minnesota.
IN WITNESS WHEREOF, the Company has caused this Warrant to be
signed by its duly authorized officer and to be dated ___________, 1996.
ECO SOIL SYSTEMS, INC.
By____________________________________
Signature
______________________________________
Name Typed or Printed
Its___________________________________
Title Typed or Printed
NOTICE OF EXERCISE OF WARRANT
(To be signed upon the exercise of the Warrant for cash or by check)
The undersigned hereby irrevocably elects to exercise the attached
Warrant and to purchase thereunder, for cash, ________________ of the shares of
Common Stock of Eco Soil Systems, Inc. issuable upon the exercise of such
Warrant, herewith makes payment of $___________ therefor in cash or by check,
and requests that certificates for such shares (together with a new Warrant to
purchase the number of shares, if any, with respect to which this Warrant is not
exercised) be issued in the name set forth below and be delivered to the address
set forth below.
Dated: ________________
(Signature)
_____________________________________
(Name Typed or Printed)
_____________________________________
(Address)
_____________________________________
(Social Security or Tax Ident. No.)
* The signature on the Notice of Exercise of Warrant must exactly
correspond to the name as written upon the face of the Warrant in every
particular without alteration or any change whatsoever. When signing on
behalf of a corporation, partnership, trust or other entity, PLEASE
indicate your position(s) and title(s) with such entity.
NOTICE OF WARRANT CONVERSION
(To be signed only upon conversion of warrant)
The undersigned hereby irrevocably elects to exercise the conversion
right provided in Section 10 of the attached Warrant and to purchase thereunder
_____________ Shares of the Common Stock of Eco Soil Systems, Inc. to which such
Warrant relates and herewith tenders the Warrant in full payment of the shares
and requests that the certificates for such shares be issued in the name of, and
be delivered to _________________________, whose address is set forth below the
signature of the undersigned.
Dated: ________________
_____________________________________
(Signature)
_____________________________________
(Name Typed or Printed)
_____________________________________
_____________________________________
(Address)
* The signature on the Assignment of Warrant must exactly correspond to
the name as written upon the face of the Warrant in every particular
without alteration or any change whatsoever. When signing on behalf of
a corporation, partnership, trust or other entity, PLEASE indicate your
position(s) and title(s) with such entity.
ASSIGNMENT OF WARRANT
(To be signed only upon authorized transfer of the Warrant)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers unto _________________________________ the right to purchase
_______________ shares of the Common Stock of Eco Soil Systems, Inc. to which
the within Warrant relates and appoints _________________________________, as
attorney-in-fact, to transfer said right on the books of Eco Soil Systems, Inc.
with full power of substitution in the premises.
Dated: ________________
_____________________________________
(Signature)
_____________________________________
(Name Typed or Printed)
_____________________________________
(Address)
_____________________________________
(Social Security or Tax Ident. No.)
* The signature on the Assignment of Warrant must exactly correspond to
the name as written upon the face of the Warrant in every particular
without alteration or any change whatsoever. When signing on behalf of
a corporation, partnership, trust or other entity, PLEASE indicate your
position(s) and title(s) with such entity.
RESTRICTION ON TRANSFER
The security evidenced hereby has not been registered under the
Securities Act of 1933 or any state securities laws and may not be sold,
transferred, assigned, offered, pledged or otherwise distributed for value
unless there is an effective registration statement under such act or laws
covering such security or the company receives an opinion of counsel for the
Company stating that such sale, transfer, assignment, pledge or distribution is
exempt from the registration and prospectus delivery requirements of the
Securities Act of 1933 and all applicable state securities laws.
