FORWARD INDUSTRIES, INC.
000 Xxxxxxxxx Xxxxxxxx
Xxxx Xxxxxxxxx, Xxx Xxxx 00000
November 6, 1997
Xxxxx Xxxxxx Shareholder Services
000 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx Xxxxxxxxxx
RE: WARRANT AGREEMENT, DATED AS OF OCTOBER 20, 1994,
BETWEEN FORWARD INDUSTRIES, INC. AND
XXXXX XXXXXX SHAREHOLDER SERVICES
------------------------------------------------
Ladies and Gentlemen:
Reference is hereby made to that certain Warrant Agreement (the
"Warrant Agreement"), dated as of October 20, 1994 between Forward Industries,
Inc. (the "Company") and Xxxxx Xxxxxx Shareholder Services (f/k/a Mellon
Securities Trust Company) (the "Warrant Agent"). Any capitalized term used in
this letter without definition shall have the same meaning in this letter as in
the Warrant Agreement, unless the context otherwise requires.
The Board of Directors of the Company has determined that it would be
in the best interest of the Company to extend the exercise period of the Class
B Warrants to December 31, 1998.
In order to effectuate the foregoing, would you kindly confirm, by
signing this letter below, that the provisions of the Warrant Agreement shall
be amended in the following respects:
1. The second sentence of paragraph 5(b) of the Warrant Agreement
shall be amended in its entirety to read as follows:
"Unless exercised prior thereto the Warrants will expire on December
31, 1996, in the case of the Class A Warrants, and December 31, 1998,
in the case of the Class B Warrants."
2. In all other respects, the Warrant Agreement shall continue in full
force and effect.
Xxxxx Xxxxxx Shareholder Services
November ___, 1997.
2
3. The provisions of this letter may not be changed or modified except
in a writing signed by both of the parties hereto.
4. This letter may be executed in two or more counterparts, each of
which shall constitute an original, but all of which, when taken together,
shall constitute but one instrument.
If the foregoing correctly sets forth our understanding and agreement,
would you kindly indicate your agreement thereto by executing a copy of this
letter below and returning it to the undersigned.
Very truly yours,
FORWARD INDUSTRIES, INC.
By:
------------------------------
Xxxxxxxx X. Xxxxxxxxx,
Chairman
AGREED:
XXXXX XXXXXX SHAREHOLDER SERVICES,
Warrant Agent
By:
-------------------------------
