THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS...
Exhibit
10.6
|
THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE
COMMON STOCK
ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED
FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE
REGISTRATION
STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE
STATE
SECURITIES LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS.
|
Right
to
Purchase up to 516,218 Shares of Common Stock of
General
Environmental Management, Inc., a Nevada corporation
(subject
to adjustment as provided herein)
COMMON
STOCK PURCHASE WARRANT
|
No.
929
|
Issue
Date: October 31, 2007
|
GENERAL
ENVIRONMENTAL MANAGEMENT, INC., a corporation organized under the laws of the
State of Nevada (the “Company”), hereby certifies that,
for value received, VALENS U.S. SPV I, LLC, or assigns (the
“Holder”), is entitled, subject to the terms set forth below,
to purchase from the Company (as defined herein) from and after the Issue Date
of this Warrant and at any time or from time to time before 5:00 p.m., New
York
time, through the close of business October 31, 2014 (the “Expiration
Date”), up to 516,218 fully paid and non-assessable shares of Common
Stock (as hereinafter defined), $0.001 par value per share, at the applicable
Exercise Price per share (as defined below). The number and character
of such shares of Common Stock and the applicable Exercise Price per share
are
subject to adjustment as provided herein.
As
used
herein the following terms, unless the context otherwise requires, have the
following respective meanings:
(a) Common
Stock” means (i) the Company’s Common Stock, par value $0.001 per
share; and (ii) any other securities into which or for which any of the
securities described in the preceding clause (i) may be converted or exchanged
pursuant to a plan of recapitalization, reorganization, merger, sale of assets
or otherwise.
(b) “Company”
means General Environmental Management, Inc., a Nevada corporation, and any
person or entity which shall succeed, or assume the obligations of, General
Environmental Management, Inc., a Nevada corporation, hereunder.
(c) “Exercise
Price” means:
(i) a
price
of $1.38 per share (as adjusted from time to time in accordance with the terms
hereof) for the first 344,145 shares acquired hereunder; and
1
(ii) a
price
of $2.75 per share (as adjusted from time to time in accordance with the terms
hereof) for the next 172,073 shares acquired hereunder.
(d) “Other
Securities” means any stock (other than Common Stock) and other
securities of the Company or any other person (corporate or otherwise) which
the
Holder at any time shall be entitled to receive, or shall have received, on
the
exercise of this Warrant, in lieu of or in addition to Common Stock, or which
at
any time shall be issuable or shall have been issued in exchange for or in
replacement of Common Stock or Other Securities pursuant to Section 4 or
otherwise.
(e) “Purchase
Agreement” means the Securities Purchase Agreement dated as of the date
hereof among the Company, the Holder, the other Purchasers (as defined therein)
from time to time party thereto and LV Administrative Services, Inc., as
administrative and collateral agent for the Purchasers (as defined therein),
as
amended, modified, restated and/or supplemented from time to time.
1. Exercise
of Warrant.
1.1 Number
of Shares Issuable upon Exercise. From and after the date hereof
through and including the Expiration Date, the Holder shall be entitled to
receive, upon exercise of this Warrant in whole or in part, by delivery of
an
original or fax copy of an exercise notice in the form attached hereto as
Exhibit A (the “Exercise Notice”), 516,218 shares of
Common Stock of the Company, subject to adjustment pursuant to Section
4.
1.2 Fair
Market Value. For purposes hereof, the “Fair Market Value” of a
share of Common Stock as of a particular date (the “Determination
Date”) shall mean:
(a) If
the
Company’s Common Stock is traded on the American Stock Exchange
or another national exchange or is quoted on the National or Capital
Market of The Nasdaq Stock Market, Inc. (“Nasdaq”), then the
closing or last sale price, respectively, reported for the last business day
immediately preceding the Determination Date.
(b) If
the
Company’s Common Stock is not traded on the American Stock Exchange or another
national exchange or on the Nasdaq but is traded on the NASD Over the Counter
Bulletin Board, then the mean of the average of the closing bid and asked prices
reported for the last business day immediately preceding the Determination
Date.
(c) Except
as
provided in clause (d) below, if the Company’s Common Stock is not publicly
traded, then as the Holder and the Company agree or in the absence of agreement
by arbitration in accordance with the rules then in effect of the American
Arbitration Association, before a single arbitrator to be chosen from a panel
of
persons qualified by education and training to pass on the matter to be
decided.
(d) If
the
Determination Date is the date of a liquidation, dissolution or winding up,
or
any event deemed to be a liquidation, dissolution or winding up pursuant to
the
Company’s charter, then all amounts to be payable per share to holders of the
Common Stock pursuant to the charter in the event of such liquidation,
dissolution or winding up, plus all other amounts to be payable per share in
respect of the Common Stock in liquidation under the charter, assuming for
the
purposes of this clause (d) that all of the shares of Common Stock then issuable
upon exercise of this Warrant are outstanding at the Determination
Date.
2
1.3 Company
Acknowledgment. The Company will, at the time of the exercise of
this Warrant, upon the request of the Holder acknowledge in writing its
continuing obligation to afford to the Holder any rights to which the Holder
shall continue to be entitled after such exercise in accordance with the
provisions of this Warrant. If the Holder shall fail to make any such
request, such failure shall not affect the continuing obligation of the Company
to afford to the Holder any such rights.
1.4 Trustee
for Warrant Holders. In the event that a bank or trust company
shall have been appointed as trustee for the Holder pursuant to Subsection
3.2,
such bank or trust company shall have all the powers and duties of a warrant
agent (as hereinafter described) and shall accept, in its own name for the
account of the Company or such successor person as may be entitled thereto,
all
amounts otherwise payable to the Company or such successor, as the case may
be,
on exercise of this Warrant pursuant to this Section 1.
2. Procedure
for Exercise.
2.1 Delivery
of Stock Certificates, Etc., on Exercise. The Company agrees that
the shares of Common Stock purchased upon exercise of this Warrant shall be
deemed to be issued to the Holder as the record owner of such shares as of
the
close of business on the date on which this Warrant shall have been surrendered
and payment made for such shares in accordance herewith. As soon as
practicable after the exercise of this Warrant in full or in part, and in any
event within three (3) business days thereafter, the Company at its expense
(including the payment by it of any applicable issue taxes) will cause to be
issued in the name of and delivered to the Holder, or as the Holder (upon
payment by the Holder of any applicable transfer taxes) may direct in compliance
with applicable securities laws, a certificate or certificates for the number
of
duly and validly issued, fully paid and non-assessable shares of Common Stock
(or Other Securities) to which the Holder shall be entitled on such exercise,
plus, in lieu of any fractional share to which the Holder would otherwise be
entitled, cash equal to such fraction multiplied by the then Fair Market Value
of one full share, together with any other stock or other securities and
property (including cash, where applicable) to which the Holder is entitled
upon
such exercise pursuant to Section 1 or otherwise.
3
2.2 Exercise.
(a) Payment
may be made either (i) in cash by wire transfer of immediately available funds
or by certified or official bank check payable to the order of the Company
equal
to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant,
or
shares of Common Stock and/or Common Stock receivable upon exercise of this
Warrant in accordance with the formula set forth in subsection (b) below, or
(iii) by a combination of any of the foregoing methods, for the number of shares
of Common Stock specified in such Exercise Notice (as such exercise number
shall
be adjusted to reflect any adjustment in the total number of shares of Common
Stock issuable to the Holder per the terms of this Warrant) and the Holder
shall
thereupon be entitled to receive the number of duly authorized, validly issued,
fully-paid and non-assessable shares of Common Stock (or Other Securities)
determined as provided herein.
(b) Notwithstanding
any provisions herein to the contrary, if the Fair Market Value of one share
of
Common Stock is greater than the Exercise Price (at the date of calculation
as
set forth below), in lieu of exercising this Warrant for cash, the Holder may
elect to receive shares equal to the value (as determined below) of this Warrant
(or the portion thereof being exercised) by surrender of this Warrant at the
principal office of the Company together with the properly endorsed Exercise
Notice in which event the Company shall issue to the Holder a number of shares
of Common Stock computed using the following formula:
|
X=
|
Y(A-B)
A
|
|
Where
X =
|
the
number of shares of Common Stock to be issued to the
Holder
|
|
Y
=
|
the
number of shares of Common Stock purchasable under this Warrant
or, if
only a portion of this Warrant is being exercised, the portion
of this
Warrant being exercised (at the date of such
calculation)
|
|
A
=
|
the
Fair Market Value of one share of the Company’s Common Stock (at the date
of such calculation)
|
|
B
=
|
the
Exercise Price per share (as adjusted to the date of such
calculation)
|
3. Effect
of Reorganization, Etc.; Adjustment of Exercise Price.
4
3.1 Reorganization,
Consolidation, Merger, Etc. If there occurs any capital
reorganization or any reclassification of the Common Stock of the Company,
the
consolidation or merger of the Company with or into another person (other than
a
merger or consolidation of the Company in which the Company is the continuing
entity and which does not result in any reorganization or reclassification
of
its outstanding Common Stock) or the sale or conveyance of all or substantially
all of the assets of the Company to another person, then, as a condition
precedent to any such reorganization, reclassification, consolidation, merger,
sale or conveyance, the Holder will be entitled to receive upon surrender of
this Warrant to the Company (x) to the extent there are cash proceeds resulting
from the consummation of such reorganization, reclassification, consolidation,
merger, sale or conveyance, in exchange for such Warrant, cash in an amount
equal to the cash proceeds that would have been payable to the Holder had the
Holder exercised such Warrant immediately prior to the consummation of such
reorganization, reclassification, consolidation, merger, sale or conveyance,
less the aggregate Exercise Price payable upon exercise of this Warrant, and
(y)
to the extent that the Holder would be entitled to receive Common stock (or
Other Securities) (in addition to or in lieu of cash in connection with any
such
reorganization, reclassification, consolidation, merger, sale or conveyance),
the same kind and amounts of securities or other assets, or both, that are
issuable or distributable to the holders of outstanding Common Stock (or Other
Securities) of the Company with respect to their Common Stock (or Other
Securities) upon such reorganization, reclassification, consolidation, merger,
sale or conveyance, as would have been deliverable to the Holder had the Holder
exercised such Warrant immediately prior to the consummation of such
reorganization, reclassification, consolidation, merger, sale or conveyance
less
an amount of such securities having a value equal to the aggregate Exercise
Price payable upon exercise of this Warrant.
3.2 Dissolution. In
the event of any dissolution of the Company following the transfer of all or
substantially all of its properties or assets, the Company, concurrently with
any distributions made to holders of its Common Stock, shall at its expense
deliver or cause to be delivered to the Holder the stock and other securities
and property (including cash, where applicable) receivable by the Holder
pursuant to Section 3.1, or, if the Holder shall so instruct the Company, to
a
bank or trust company specified by the Holder and having its principal office
in
New York, NY as trustee for the Holder (the
“Trustee”).
3.3 Continuation
of Terms. Upon any reorganization, consolidation, merger or
transfer (and any dissolution following any transfer) referred to in this
Section 3, this Warrant shall continue in full force and effect and the terms
hereof shall be applicable to the shares of stock and other securities and
property receivable on the exercise of this Warrant after the consummation
of
such reorganization, consolidation or merger or the effective date of
dissolution following any such transfer, as the case may be, and shall be
binding upon the issuer of any such stock or other securities, including, in
the
case of any such transfer, the person acquiring all or substantially all of
the
properties or assets of the Company, whether or not such person shall have
expressly assumed the terms of this Warrant as provided in Section
4. In the event this Warrant does not continue in full force and
effect after the consummation of the transactions described in this Section
3,
then the Company’s securities and property (including cash, where applicable)
receivable by the Holder will be delivered to the Holder or the Trustee as
contemplated by Section 3.2.
5
4. Extraordinary
Events Regarding Common Stock. In the event that the Company
shall (a) issue additional shares of the Common Stock as a dividend or other
distribution on outstanding Common Stock or any preferred stock issued by the
Company, (b) subdivide its outstanding shares of Common Stock or (c) combine
its
outstanding shares of the Common Stock into a smaller number of shares of the
Common Stock, then, in each such event, the Exercise Price shall, simultaneously
with the happening of such event, be adjusted by multiplying the then Exercise
Price by a fraction, the numerator of which shall be the number of shares of
Common Stock outstanding immediately prior to such event and the denominator
of
which shall be the number of shares of Common Stock outstanding immediately
after such event, and the product so obtained shall thereafter be the Exercise
Price then in effect. The Exercise Price, as so adjusted, shall be readjusted
in
the same manner upon the happening of any successive event or events described
herein in this Section 4. The number of shares of Common Stock that
the Holder shall thereafter, on the exercise hereof as provided in Section
1, be
entitled to receive shall be adjusted to a number determined by multiplying
the
number of shares of Common Stock that would otherwise (but for the provisions
of
this Section 4) be issuable on such exercise by a fraction of which (a) the
numerator is the Exercise Price that would otherwise (but for the provisions
of
this Section 4) be in effect, and (b) the denominator is the Exercise Price
in
effect on the date of such exercise (taking into account the provisions of
this
Section 4). Notwithstanding the foregoing, in no event shall the
Exercise Price be less than the par value of the Common Stock.
5. Certificate
as to Adjustments. In each case of any adjustment or readjustment
in the shares of Common Stock (or Other Securities) issuable on the exercise
of
this Warrant, the Company at its expense will promptly cause its Chief Financial
Officer or other appropriate designee to compute such adjustment or readjustment
in accordance with the terms of this Warrant and prepare a certificate setting
forth such adjustment or readjustment and showing in detail the facts upon
which
such adjustment or readjustment is based, including a statement of (a) the
consideration received or receivable by the Company for any additional shares
of
Common Stock (or Other Securities) issued or sold or deemed to have been issued
or sold, (b) the number of shares of Common Stock (or Other Securities)
outstanding or deemed to be outstanding, and (c) the Exercise Price and the
number of shares of Common Stock to be received upon exercise of this Warrant,
in effect immediately prior to such adjustment or readjustment and as adjusted
or readjusted as provided in this Warrant. The Company will forthwith
mail a copy of each such certificate to the Holder and any warrant agent of
the
Company (appointed pursuant to Section 11 hereof).
6. Reservation
of Stock, Etc., Issuable on Exercise of Warrant. The Company will
at all times reserve and keep available, solely for issuance and delivery on
the
exercise of this Warrant, shares of Common Stock (or Other Securities) from
time
to time issuable on the exercise of this Warrant.
7. Assignment;
Exchange of Warrant. Subject to compliance with applicable
securities laws, this Warrant, and the rights evidenced hereby, may be
transferred by any registered holder hereof (a “Transferor”) in
whole or in part. On the surrender for exchange of this Warrant, with
the Transferor’s endorsement in the form of Exhibit B attached hereto
(the “Transferor Endorsement Form”) and together with evidence
reasonably satisfactory to the Company demonstrating compliance with applicable
securities laws, which shall include, without limitation, a legal opinion from
the Transferor’s counsel (at the Company’s expense) that provides that such
transfer is exempt from the registration requirements of applicable securities
laws, the Company at its expense (but with payment by the Transferor of any
applicable transfer taxes) will issue and deliver to or on the order of the
Transferor thereof a new Warrant of like tenor, in the name of the Transferor
and/or the transferee(s) specified in such Transferor Endorsement Form (each
a
“Transferee”), calling in the aggregate on the face or faces
thereof for the number of shares of Common Stock called for on the face or
faces
of this Warrant so surrendered by the Transferor.
6
8. Replacement
of Warrant. On receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant and,
in
the case of any such loss, theft or destruction of this Warrant, on delivery
of
an indemnity agreement or security reasonably satisfactory in form and amount
to
the Company or, in the case of any such mutilation, on surrender and
cancellation of this Warrant, the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.
9. Registration
Rights. The Holder has been granted certain registration rights
by the Company. These registration rights are set forth in a
Registration Rights Agreement entered into by the Company and Holder dated
as of
the date hereof, as the same may be amended, modified and/or supplemented from
time to time.
10. Maximum
Exercise. Notwithstanding anything herein to the contrary, in no
event shall the Holder be entitled to exercise any portion of this Warrant
in
excess of that portion of this Warrant upon exercise of which the sum of (1)
the
number of shares of Common Stock beneficially owned by the Holder and its
Affiliates (other than shares of Common Stock which may be deemed beneficially
owned through the ownership of the unexercised portion of this Warrant or the
unexercised or unconverted portion of any other security of the Holder subject
to a limitation on conversion analogous to the limitations contained herein)
and
(2) the number of shares of Common Stock issuable upon the exercise of the
portion of this Warrant with respect to which the determination of this proviso
is being made, would result in beneficial ownership by the Holder and its
Affiliates of any amount greater than 9.99% of the then outstanding shares
of
Common Stock (whether or not, at the time of such exercise, the Holder and
its
Affiliates beneficially own more than 9.99% of the then outstanding shares
of
Common Stock). As used herein, the term “Affiliate” means any
person or entity that, directly or indirectly through one or more
intermediaries, controls or is controlled by or is under common control with
a
person or entity, as such terms are used in and construed under Rule 144 under
the Securities Act of 1933, as amended. For purposes of the second
preceding sentence, beneficial ownership shall be determined in accordance
with
Section 13(d) of the Securities Exchange Act of 1934, as amended, and
Regulations 13D-G thereunder, except as otherwise provided in clause (1) of
such
sentence. For any reason at any time, upon written or oral request of
the Holder, the Company shall within two (2) business days confirm orally and
in
writing to the Holder the number of shares of Common Stock outstanding as of
any
given date. The limitations set forth herein (x) shall automatically
become null and void following notice to the Company upon the occurrence and
during the continuance of an Event of Default (as defined in the Note referred
to in the Purchase Agreement) and (y) may be waived by the Holder upon provision
of no less than sixty-one (61) days prior written notice to the Company;
provided, however, that, such written notice of waiver shall only be effective
if delivered at a time when no indebtedness (including, without limitation,
principal, interest, fees and charges) of the Company of which the Holder or
any
of its Affiliates was, at any time, the owner, directly or indirectly is
outstanding.
11. Warrant
Agent. The Company may, by written notice to the Holder of this
Warrant, appoint an agent for the purpose of issuing Common Stock (or Other
Securities) on the exercise of this Warrant pursuant to Section 1, exchanging
this Warrant pursuant to Section 7, and replacing this Warrant pursuant to
Section 8, or any of the foregoing, and thereafter any such issuance, exchange
or replacement, as the case may be, shall be made at such office by such
agent.
7
12. Transfer
on the Company’s Books. Until this Warrant is transferred on the
books of the Company, the Company may treat the registered holder hereof as
the
absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.
13. Rights
of Shareholders. The Holder shall not be entitled to vote or
receive dividends or be deemed the holder of the shares of Common Stock or
any
other securities of the Company which may at any time be issuable upon exercise
of this Warrant for any purpose (the “Warrant Shares”), nor
shall anything contained herein be construed to confer upon the Holder, as
such,
any of the rights of a shareholder of the Company or any right to vote for
the
election of directors or upon any matter submitted to shareholders at any
meeting thereof, or to give or withhold consent to any corporate action (whether
upon the recapitalization, issuance of shares, reclassification of shares,
change of nominal value, consolidation, merger, conveyance or otherwise) or
to
receive notice of meetings, or to receive dividends or subscription rights
or
otherwise, in each case, until the earlier to occur of (x) the date of actual
delivery to Holder (or its designee) of the Warrant Shares issuable upon the
exercise hereof or (y) the third business day following the date such Warrant
Shares first become deliverable to Holder, as provided herein.
14. Notices,
Etc. All notices and other communications from the Company to the
Holder shall be mailed by first class registered or certified mail, postage
prepaid, at such address as may have been furnished to the Company in writing
by
the Holder from time to time.
15. Miscellaneous. This
Warrant and any term hereof may be changed, waived, discharged or terminated
only by an instrument in writing signed by the party against which enforcement
of such change, waiver, discharge or termination is sought. THIS WARRANT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. ANY ACTION
BROUGHT CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT SHALL BE
BROUGHT ONLY IN THE STATE COURTS OF NEW YORK OR IN THE FEDERAL COURTS LOCATED
IN
THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT THE HOLDER MAY CHOOSE TO WAIVE
THIS PROVISION AND BRING AN ACTION OUTSIDE THE STATE OF NEW YORK. The
individuals executing this Warrant on behalf of the Company agree to submit
to
the jurisdiction of such courts and waive trial by jury. The
prevailing party shall be entitled to recover from the other party its
reasonable attorneys’ fees and costs. In the event that any provision
of this Warrant is invalid or unenforceable under any applicable statute or
rule
of law, then such provision shall be deemed inoperative to the extent that
it
may conflict therewith and shall be deemed modified to conform with such statute
or rule of law. Any such provision which may prove invalid or
unenforceable under any law shall not affect the validity or enforceability
of
any other provision of this Warrant. The headings in this Warrant are
for purposes of reference only, and shall not limit or otherwise affect any
of
the terms hereof. The invalidity or unenforceability of any provision
hereof shall in no way affect the validity or enforceability of any other
provision hereof. The Company acknowledges that legal counsel
participated in the preparation of this Warrant and, therefore, stipulates
that
the rule of construction that ambiguities are to be resolved against the
drafting party shall not be applied in the interpretation of this Warrant to
favor any party against the other party.
[SIGNATURE
PAGE FOLLOWS]
8
IN
WITNESS WHEREOF, the Company has executed this Warrant as of the date first
written above
|
WITNESS:
|
GENERAL
ENVIRONMENTAL
MANAGEMENT, INC.,
a
Nevada corporation
|
|||
|
|
By:
|
|
||
|
|
Name
|
|||
|
|
Title
|
|||
9
EXHIBIT
A
FORM
OF SUBSCRIPTION
(To
Be
Signed Only On Exercise Of Warrant)
|
|
0000
Xxxxxx Xxxxxx, Xxxxx 000
|
|
|
Xxxxxx,
XX 00000
|
|
|
Attention: President
|
The
undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____) (the “Warrant”), hereby irrevocably elects to
purchase (check applicable box):
| _______ |
________
shares of the common stock covered by the Warrant; or
|
| _______ |
the
maximum number of shares of common stock covered by the Warrant
pursuant
to the cashless exercise procedure set forth in Section 2 of the
Warrant.
|
The
undersigned herewith makes payment of the full Exercise Price for such shares
at
the price per share provided for in the Warrant, which is
$___________. Such payment takes the form of (check applicable box or
boxes):
| _______ |
$__________
in lawful money of the United States; and/or
|
| _______ |
the
cancellation of such portion of the Warrant as is exercisable for
a total
of _______ shares of Common Stock (using a Fair Market Value of
$_______
per share for purposes of this calculation); and/or
|
| _______ |
the
cancellation of such number of shares of Common Stock as is necessary,
in
accordance with the formula set forth in Section 2.2 of the Warrant,
to
exercise this Warrant with respect to the maximum number of shares
of
Common Stock purchasable pursuant to the cashless exercise procedure
set
forth in Section 2 of the Warrant.
|
The
undersigned requests that the certificates for such shares be issued in
the name
of, and delivered to _______________________________whose address is
_____________________________________________.
The
undersigned represents and warrants that all offers and sales by the undersigned
of the securities issuable upon exercise of the Warrant shall be made pursuant
to registration of the Common Stock under the Securities Act of 1933, as
amended
(the “Securities Act”) or pursuant to an exemption from
registration under the Securities Act.
| Dated: |
|
(Signature
must conform to name of holder as specified on the face of the
Warrant)
|
|
|
|
|||
|
Address:
|
10
EXHIBIT
B
FORM
OF TRANSFEROR ENDORSEMENT
(To
Be
Signed Only On Transfer Of Warrant)
For
value
received, the undersigned hereby sells, assigns, and transfers unto the
person(s) named below under the heading “Transferees” the right represented by
the within Warrant to purchase the percentage and number of shares of Common
Stock of General Environmental Management, Inc. into which the within Warrant
relates specified under the headings “Percentage Transferred” and “Number
Transferred,” respectively, opposite the name(s) of such person(s) and appoints
each such person Attorney to transfer its respective right on the books
of
General Environmental Management, Inc. with full power of substitution
in the
premises.
|
Transferees
|
Address
|
Percentage
Transferred
|
Number
Transferred
|
| Dated: |
|
(Signature
must conform to name of holder as specified on the face of the
Warrant)
|
|
|
|
|||
|
Address:
|
|||
|
SIGNED
IN THE PRESENCE OF:
(Name)
|
|||
|
ACCEPTED
AND AGREED:
[TRANSFEREE]
(Name)
|
|||
