THIS SECURITY (AND THE UNDERLYING SECURITY, IF ANY) HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (AND IS A "RESTRICTED SECURITY" AS DEFINED
UNDER SAID ACT) OR UNDER THE SECURITIES LAWS OF ANY STATE OF JURISDICTION.
ACCORDINGLY, NEITHER THIS SECURITY NOR ANY INTEREST THEREIN MAY BE SOLD, OFFERED
FOR SALE, ASSIGNED, TRANSFERRED, PLEDGED OR HYPOTHECATED, EXCEPT BY BONA FIDE
GIFT OR INHERITANCE, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO
SECURITY UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED.
COMMODORE APPLIED TECHNOLOGIES, INC.
Common Stock Cashless Warrant
No. CSW ___ Date: 8 November 1996
This certifies that on or before 5:00 p.m. Eastern time, exactly four
(4) years from the date hereof, but not thereafter, VistaQuest, Inc.
("VistaQuest") or registered assigns, is entitled hereby to acquire through the
exercise of this Cashless Warrant (the "Warrant") Common Stock, $.001 par value
per share, of Commodore Applied Technologies, Inc., a Delaware corporation (the
"Company"), and its successors, upon the terms and subject to the conditions set
forth hereinafter.
Number of Shares. The number of shares of common stock which may be
acquired under this Warrant shall be 100,000, (subject to adjustment for stock
splits recapitalization).
Exercise Price. The exercise price of each share of common stock
subject to this Warrant, shall be $5.00, adjusted with respect to any
adjustments made in the number of shares for stock splits, recapitalization.
Subscription and Payment of Purchase Price. The Company will issue and
deliver to VistaQuest, this Warrant for the purchase of up to 100,000 shares
(the "Warrant Shares") of the Company's common stock with full piggy back
registration rights thereon. This Warrant provides that in lieu of paying the
exercise price in cash, VistaQuest may surrender the Warrant for the
cancellation of up to that number of Warrant Shares (the "Cancelled Warrant
Shares") having an aggregate Premium (as defined below) as nearly as possible
equal to without exceeding the aggregate exercise price of the Warrant Shares
not being cancelled (the "Exercised Warrant Shares"). The purchase price for the
Exercised Warrant Shares shall thus be paid with the Cancelled Warrant Shares
and, to the extent that the aggregate exercise price of the Exercised Warrant
Shares exceeds the aggregate Premium of the Cancelled Warrant Shares, such
difference shall be paid in cash. The Premium of a Warrant Share is the amount
by which the market price of the Warrant Share exceeds its exercise price.
Investment Purpose. The registered holder exercising this Warrant shall
make such investment representation as may be required by counsel to the Company
to satisfy the requirements of an exemption from registration under the
Securities Act of 1933.
Registration. The registered holder agrees that the common stock
acquired upon exercise of this Warrant shall be subject to any reasonable
contractual restrictions on resales imposed by the Company's underwriter in a
public offering on other unregistered stock of the Company. The Company agrees
to include this Warrant and all Warrant shares (whether issued or issuable) at
the election of the registered holder of such shares, in any registration
statement filed under the Securities Act of 1933 for a public offering of common
stock subsequent to the Company's initial public offering, subject nevertheless
to the approval of the underwriter of such subsequent offering. This paragraph
shall not be deemed to be a representation that the Company will undertake a
public offering of his securities.
Certificates and Registration. The registered holder shall be entitled
to receive a certificate(s) for the common stock, fully paid and nonassessable,
purchased by exercise of this Warrant, upon surrender of this Warrant. The
Company or its transfer agent shall register this Warrant on the stock transfer
records of the Company in the name of holder or assigns and shall issue
replacement certificate(s) in the name(s) of assigns upon presentment of the
Warrant certificate properly endorsed for transfer. This Warrant may be
transferred in whole but not in part subject to compliance with federal
securities laws.
Reports. The Company shall provide to the registered holder copies of
all reports and information provided by the Company to its stockholders at the
same times such reports are provided to its stockholders.
This Warrant shall be void from and after 5:00 p.m. Eastern time,
November 8, 2000.
COMMODORE APPLIED TECHNOLOGIES, INC.
By: /s/ Xxxx X. Xxxxxxxxx
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