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EXHIBIT 4.2
EXHAUST TECHNOLOGIES, INC.
REDEEMABLE COMMON STOCK PURCHASE WARRANTS
Void After ____________________
Number [W__________] Warrants to Purchase Common
Stock
[__________________]
CUSIP [_______________]
THIS IS TO CERTIFY that, for value received,
or registered assigns (the "Warrantholder"), is the registered
owner of the above-indicated number of Warrants. Each full Warrant
entitles the Warrantholder to purchase from Exhaust Technologies,
Inc. (the "Company"), a Washington corporation, at any time from
________________ to _______________ one fully paid and
nonassessable share of Common Stock ($0.00001 par value per share)
of the Company at the purchase price of $7.00, or from
____________________ to _____________________ one fully paid and
nonassessable share of Common Stock of the Company at the purchase
price of $9.00 (the "Exercise Price") in lawful money of the United
States of America for each Warrant represented hereby upon
surrender of this Warrant Certificate, with the exercise form
hereon duly completed and executed, with payment of the Exercise
Price at the office of American Securities Transfer & Trust, Inc.
(herein called the "Warrant Agent"), P.O. Box 1596, Denver,
Colorado 80228, but only subject to the conditions set forth herein
and in a Warrant Agreement dated as of _______________, 2000 (the
"Warrant Agreement") between the Company and the Warrant Agent.
The Company has the option of redeeming the Warrants in whole or in
part, upon thirty (30) calendar days prior written notice to
registered Warrantholders provided that the Company's common stock
has traded at least $10.00 per share for thirty (30) days during
the exercise period from _________________ to _________________ or
has traded at least $15.00 per share for thirty (30) days during
the exercise period __________________ to ______________________.
In addition to the purchase price of the submitted warrant the
presenter must also pay the transfer fee.
The Exercise Price, the number of shares purchasable upon exercise
of each Warrant, the number of Warrants outstanding and the
Expiration Date are subject to adjustments upon the occurrence of
certain events set forth in the Warrant Agreement. Reference is
hereby made to the Warrant Agreement, which is hereby incorporated
by reference in and made a part of this Warrant Certificate and
which shall for all purposes have the same effect as though fully
set forth at this place.
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No fractional shares of Common Stock will be issued on the exercise
of the Warrants, but in lieu thereof a cash payment, equal to the
fair market value of any fractional shares of Common Stock
otherwise issuable upon the exercise of the Warrants on the date of
receipt by the Company of a notice of exercise, will be made as
provided in the Warrant Agreement.
Upon due presentment for registration for transfer of this Warrant
Certificate at the office of the Warrant Agent a new Warrant
Certificate or Warrant Certificates of like tenor and evidencing in
the aggregate a like number of Warrants, subject to any adjustments
made in accordance with the provisions of the Warrant Agreement
shall be issued to the transferee in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant
Agreement, upon payment of the transfer fee and any tax or other
governmental charge imposed in connection with such transfer.
The Warrantholder of the Warrants evidenced by this Warrant
Certificate may exercise all or any whole number of such Warrants
during the exercise period and in the manner stated hereon. The
Exercise Price shall be payable in lawful money of the United
States of America by certified or cashier's check payable to the
order of the Company. Upon any exercise of any Warrants evidenced
by this Warrant Certificate in an amount less than the number of
Warrants so evidenced there shall be issued to the Warrantholder a
new Warrant Certificate evidencing the number of Warrants not so
exercised. No adjustment shall be made for any dividends on any
shares issued upon exercise of this Warrant.
This certificate may be exchanged, when surrendered at the office
of the Warrant Agent (or its successor) of the registered holder in
person or by duly authorized attorney, for another certificate(s)
of different denominations, of like tenor and evidencing in the
aggregate a like number of Warrants.
Prior to due presentment for registration of transfer of this
certificate, the Company and the Warrant Agent may deem and treat
the registered holder hereof as the absolute owner of this
certificate (notwithstanding any notation of ownership or other
writing hereon made by anyone other than the Company or the Warrant
Agent), for the purpose of any exercise of the Warrants evidenced
hereby and for all other purposes, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary.
The holder of this certificate shall not be entitled to any of the
rights of a stockholder of the Company prior to the exercise
hereof.
No Warrant may be exercised other than in accordance with the terms
set forth above.
This Warrant Certificate shall not be valid unless manually
countersigned by the Warrant Agent.
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IN WITNESS WHEREOF, the Company has caused this Warrant Certificate
to be signed by its President and by its Secretary, each by a
facsimile of his signature, and has caused a facsimile of its
corporate seal to be imprinted hereon.
Dated:
Corporate Seal ________________________________
President
________________________________
Secretary
COUNTERSIGNED: American Securities Transfer & Trust, Inc.
P. O. Box 1596
Denver, Colorado 80228
BY: _______________________________________________
Warrant Agent Authorized Signature
