Exhibit 4(c)
AMENDMENT TO WARRANT AGREEMENT
Amendment dated as of the 15th day of February, 1996 (the "Amendment") to
the Warrant Agreement dated as of October 31, 1988 (the "Agreement") among X. X.
Xxxxx Investment Banking Corp. (as successor-in-interest to X. X. Xxxxx & Co.,
Inc.) ("Xxxxx"), Water-Jel Technologies, Inc. (formerly, Trilling Medical
Technologies, Inc.) (the "Company") and American Stock Transfer & Trust Company.
WHEREAS, the Company believes it is in the best interests of the Company
and its stockholders that the Agreement be amended to modify certain provisions
relating to the solicitation of exercises of the Company's Class A and Class B
Warrants.
NOW, THEREFORE, in consideration of the foregoing and the issuance by the
Company to Xxxxx and its designees of option agreements of even date herewith
(collectively, the "1996 Option"), it is agreed as follows:
1. Section 4(b) of the Agreement shall be deleted in its entirety and
replaced with the following:
(b) If, at the Exercise Date in respect of the exercise of any Class A
Warrant, (i) the market price of the Company's Common Stock is greater than the
then Purchase Price of the Class A Warrant; (ii) the exercise of the Class A
Warrant was solicited by a member of the National Association of Securities
Dealers, Inc. (the "NASD"); (iii) the Class A Warrant was not held in a
discretionary account; (iv) disclosure of the compensation arrangements was made
both at the time of the original offering and at the time of exercise; (v) the
solicitation of the exercise of the Class A Warrant was not in violation of Rule
10b-6 (as such rule or any successor rule may be in effect as of the time of
exercise) promulgated under the Securities Exchange Act of 1934, the Warrant
Agent, simultaneously with the distribution of the proceeds to the Company
received upon exercise of the Class A Warrants so exercised shall, on behalf of
the Company, pay from the proceeds received upon exercise of the Class A
Warrants a fee of 4% of the Purchase Price to Xxxxx, of which 1% shall be
reallowed to the dealer who solicited the exercise. Within five days after
exercise, the Warrant Agent shall send Xxxxx a copy of the reverse side of each
Class A Warrant exercised. Xxxxx shall reimburse the Warrant Agent, upon
request, for its reasonable expenses relating to compliance with this Subsection
4(b). In addition, Xxxxx and the Company may at any time during business hours,
examine the records of the Warrant Agent, including its ledger of original
Warrant Certificates returned to the Warrant Agent upon exercise of Class A
Warrants. The provisions of this Section 4 may not be modified, amended or
deleted without the prior written consent of Xxxxx.
2. All references in the Agreement to the Unit Purchase Option shall
hereinafter be deemed to refer to the 1996 Option.
3. Except as amended herein, the Agreement shall continue in full force and
effect and shall be enforceable in accordance with its terms.
IN WITNESS WHEREOF, the parties have executed the Amendment as of the date
first above written.
WATER-JEL TECHNOLOGIES, INC.
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: President
X. X. XXXXX INVESTMENT BANKING CORP.
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Vice Chairman and Executive Vice President
AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/ Xxxxxxx Xxxxxxxxx
Name: Xxxxxxx Xxxxxxxxx
Title: President
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