Exhibit 10.2
THIS CLASS A WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
("ACT"), OR APPLICABLE STATE SECURITIES LAWS. THIS CLASS A
WARRANT AND THE CLASS A WARRANT SHARES ISSUABLE UPON EXERCISE OF
THIS CLASS A WARRANT MAY NOT BE SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN
EXEMPTION THEREFROM UNDER THE ACT AND SUCH LAWS, SUPPORTED BY AN
OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND
ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. THIS CLASS
A WARRANT AND THE COMPANY'S SUBSCRIPTION AGREEMENT WITH THE
HOLDER SET FORTH THE COMPANY'S OBLIGATIONS TO REGISTER FOR RESALE
THE CLASS A WARRANT SHARES. A COPY OF SUCH SUBSCRIPTION
AGREEMENT IS AVAILABLE FOR INSPECTION AT THE COMPANY'S OFFICE.
THIS CLASS A WARRANT MAY NOT, IN ANY EVENT, BE TRANSFERRED TO ANY
PERSON OR ENTITY THAT IS NOT AN ACCREDITED INVESTOR WITHIN THE
MEANING OF RULE 501, PROMULGATED UNDER THE ACT.
No. ________ __________ Class A Warrants
Void after 5:00 p.m., New York time on March 31, 2008
CLASS A
COMMON STOCK
PURCHASE WARRANT
OF
AQUACELL TECHNOLOGIES, INC.
1. This Class A warrant certificate ("Class A Warrant
Certificate") certifies that, for value received,
______________________ (the "Warrant Holder") is the owner of the
number of Class A common stock purchase warrants ("Class A
Warrants") specified above, each of which entitles the holder
thereof to purchase, at any time during the period commencing on
the Commencement Date (as defined herein) and ending on the
Expiration Date (as defined herein), one fully paid and non-
assessable share of common stock, par value $.001 per share
("Common Stock"), of AquaCell Technologies, Inc. (the "Company"),
a Delaware corporation, at a purchase price of $1.16 per share in
lawful money of the United States of America in cash or by check
or a combination of cash and check, subject to adjustment as
hereinafter provided. This Class A Warrant Certificate is one of
a series of Class A Warrant Certificates of even date herewith.
2. WARRANT; EXERCISE PRICE.
2.1 Each Class A Warrant shall entitle the Warrant
Holder the right to purchase one share of Common Stock of the
Company (individually, a "Class A Warrant Share" severally, the
"Class A Warrant Shares").
2.2 The purchase price payable upon exercise of each
Class A Warrant ("Exercise Price") shall be $1.16. The Exercise
Price and number of Class A Warrants evidenced by each
Class A Warrant Certificate are subject to adjustment as provided
in Section 9.
3. EXERCISE OF CLASS A WARRANT; EXPIRATION DATE.
3.1 This Class A Warrant is exercisable during the
period commencing on October 1, 2003 ("Commencement Date") and
ending on the Expiration Date, in whole or from time to time in
part, at the option of the Warrant Holder, upon surrender of this
Class A Warrant Certificate to the Company together with a duly
completed form of exercise attached hereto and payment of an
amount equal to the then applicable Exercise Price multiplied by
the number of Class A Warrant Shares then being purchased upon
such exercise.
3.2 Each exercise of this Class A Warrant shall be
deemed to have been effected immediately prior to the close of
business on the day on which this Class A Warrant Certificate
shall have been surrendered to the Company as provided in
subsection 3.1. At such time, the person or persons in whose
name or names any certificates for Class A Warrant Shares shall
be issuable upon such exercise as provided in subsection 3.3
below shall be deemed to have become the holder or holders of
record of the Class A Warrant Shares represented by such
certificates.
3.3 Within three (3) business days after the exercise
of the purchase right represented by this Class A Warrant, the
Company at its expense will use its best efforts to cause to be
issued in the name of, and delivered to, the Warrant Holder, or,
subject to the terms and conditions hereof, to such other
individual or entity as such Warrant Holder (upon payment by such
Warrant Holder of any applicable transfer taxes) may direct:
(a) a certificate or certificates for the number
of full Class A Warrant Shares to which such Warrant Holder shall
be entitled upon such exercise plus, in lieu of any fractional
share to which such Warrant Holder would otherwise be entitled,
cash in an amount determined pursuant to Section 10 hereof, and
(b) in case such exercise is in part only, a new
Class A Warrant or Warrants (dated the date hereof) of like
tenor, stating on the face or faces thereof the number of shares
currently stated on the face of this Class A Warrant minus the
number of such shares purchased by the Warrant Holder upon such
exercise as provided in subsection 3.1 (prior to any adjustments
made thereto pursuant to the provisions of this Class A Warrant).
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3.4 The term "Expiration Date" shall mean 5:00 p.m.,
New York time on March 31, 2008, or if such date shall in the
State of New York be a holiday o r a day on which banks are
authorized to close, then 5:00 p.m., New York time the next
following day which in the State of New York is not a holiday or
a day on which banks are authorized to close or in the event of
any merger, consolidation, or sale of substantially all the
assets of the Company as, an entirety, resulting in any
distribution to the Company's stockholders, prior to the
Expiration Date, the Warrant Holder shall have the right to
exercise this Class A Warrant commencing at such time through
the Expiration Date into the kind and amount of shares of stock
and other securities and property (including cash) receivable by
a holder of the number of shares of Common Stock into which this
Class A Warrant might have been exercisable immediately prior
thereto.
4. REGISTRATION AND TRANSFER ON COMPANY BOOKS.
4.1 The Company shall maintain books for the
registration and transfer of Class A Warrant Certificates.
4.2 Prior to due presentment for registration of
transfer of this Class A Warrant Certificate, the Company may
deem and treat the registered holder as the absolute owner
thereof.
4.3 The Company shall register upon its books any
transfer of a Class A Warrant Certificate upon surrender of same
to the Company accompanied (if so required by the Company) by a
written instrument of transfer duly executed by the registered
holder or by a duly authorized attorney. Upon any such
registration of transfer, new Class A Warrant Certificate(s)
shall be issued to the transferees and the surrendered Class A
Warrant Certificate shall be canceled by the Company. A Class A
Warrant Certificate may also be exchanged, at the option of the
holder, for new Class A Warrant Certificates representing in the
aggregate the number of Class A Warrants evidenced by the Class A
Warrant Certificate surrendered.
5. RESERVATION OF SHARES. The Company covenants that it will
at all times reserve and keep available out of its authorized
Common Stock, solely for the purpose of issue upon exercise of
the Class A Warrants, such number of Class A Warrant Shares as
shall be issuable upon the exercise of all outstanding Class A
Warrants. The Company covenants that all Class A Warrant Shares
issuable upon exercise of the Class A Warrants shall be duly and
validly issued and fully paid and non-assessable and free from
all taxes, liens and charges with respect to the issue thereof,
and that upon issuance such shares shall be listed on each
national securities exchange, if any, on which the other shares
of outstanding Common Stock of the Company are then listed.
6. EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OR MUTILATION OF
CLASS A WARRANT CERTIFICATE. This Class A Warrant Certificate is
exchangeable, without expense, at the option of the Warrant
Holder, upon presentation and surrender hereof to the Company or
at the office of its stock transfer agent, if any, for other
warrants of different denominations entitling the holder thereof
to purchase in the aggregate the same number of shares of Common
Stock purchasable hereunder. Subject to the terms of this
Section 6, upon surrender of this Class A Warrant Certificate to
the Company at its principal office or at the office of its
transfer agent, if any, with the Assignment Form annexed hereto
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duly executed and funds sufficient to pay any transfer tax, the
Company shall, without charge, execute and deliver a new Class A
Warrant Certificate in the name of the assignee named in such
instrument of assignment and this Class A Warrant Certificate
shall be promptly canceled. This Class A Warrant may be divided
or combined with other warrants which carry the same rights upon
presentation hereof at the principal office of the Company or at
the office of its stock transfer agent, if any, together with a
written notice specifying the names and denominations in which
new Class A Warrants are to be issued and signed by the Warrant
Holder hereof. The term "Class A Warrant Certificate" as used
herein includes any Class A Warrant Certificates into which this
Class A Warrant Certificate may be divided or exchanged. Upon
receipt by the Company of reasonable evidence of the ownership of
and the loss, theft, destruction or mutilation of this Class A
Warrant Certificate and, in the case of loss, theft or
destruction, of indemnity reasonably satisfactory to the Company,
or, in the case of mutilation, upon surrender and cancellation of
the mutilated Class A Warrant Certificate, the Company shall
execute and deliver in lieu thereof a new Class A Warrant
Certificate of like tenor and date representing an equal number
of Class A Warrants.
7. REDEMPTION. This Class A Warrant may be redeemed by the
Company, upon not less than 30 days' prior written notice to the
Warrant Holder, at the redemption price of $0.01 per share for
every share of Common Stock purchasable upon exercise hereof at
the time of such redemption ("Redemption Price"), if the last
sale price of a share of Common Stock has been equal to or
greater than $2.32 on each of the twenty (20) consecutive trading
days ending on the third day prior to the day on which notice of
redemption is given to the Class A Warrant Holder; provided,
however, that this Class A Warrant may be redeemed only if, on
the date on which notice is given and at all times up to the
subsequent date fixed for redemption, (i) this Class A Warrant is
exercisable into Class A Warrant Shares registered for resale
under the Securities Act of 1933, as amended ("Securities Act")
pursuant to an effective and current registration statement and
(ii) the Class A Warrant Shares are then listed on the American
Stock Exchange. For purposes of this Section 7, "last sale
price" shall mean the last sale price of the Common Stock on the
American Stock Exchange on the last trading day preceding the
date in question. This Class A Warrant may not be redeemed
unless each and every condition set forth in this Section 7 is
satisfied. On and after the date of redemption the holder shall
have only the right to receive $0.01 per share of Common Stock
purchasable upon exercise hereof at the time of such redemption.
8. LIMITATION ON SALES. Each holder of this Class A Warrant
acknowledges that this Class A Warrant and the Class A Warrant
Shares have not been registered under the Securities Act, as of
the date of issuance hereof and agrees not to sell, pledge,
distribute, offer for sale, transfer or otherwise dispose of this
Class A Warrant, or any Class A Warrant Shares issued upon its
exercise, in the absence of (i) an effective registration
statement under the Securities Act as to this Class A Warrant or
such Class A Warrant Shares, as the case may be, under any
applicable Blue Sky or state securities law then in effect or
(ii) an opinion of counsel, satisfactory to the Company, that
such registration and qualification are not required. In
addition, this Class A Warrant only may be transferred to a
transferee who certifies in writing to the Warrant Holder and to
the Company that such transferee is an "accredited investor"
within the meaning of Rule 501(a) promulgated by the Securities
and Exchange Commission ("Commission") under the Securities Act.
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The Company shall be under no obligation to issue the shares
covered by such exercise unless and until the Warrant Holder
shall have executed an investment letter in form and substance
satisfactory to the Company, including a warranty at the time of
such exercise that it is then an "accredited investor" within the
meaning of Rule 501(c) promulgated by the Commission under the
Securities Act, is acquiring such shares for its own account, and
will not transfer the Class A Warrant Shares unless pursuant to
an effective and current registration statement under the
Securities Act or an exemption from the registration requirements
of the Securities Act and any other applicable restrictions, in
which event the Warrant Holder shall be bound by the provisions
of a legend or legends to such effect that shall be endorsed upon
the certificate(s) representing the Class A Warrant Shares issued
pursuant to such exercise. In such event, the Class A Warrant
Shares issued upon exercise hereof shall be imprinted with a
legend in substantially the following form:
"This security has been acquired for investment and has
not been registered under the Securities Act of 1933,
as amended, or applicable state securities laws. This
security may not be sold, pledged or otherwise
transferred in the absence of such registration or
pursuant to an exemption therefrom under said Act and
such laws, supported by an opinion of counsel,
reasonably satisfactory to the Company and its counsel,
that such registration is not required."
9. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES
DELIVERABLE. The Exercise Price and the number of Class A Warrant
Shares purchasable pursuant to each Class A Warrant shall be
subject to adjustment from time to time as hereinafter set forth
in this Section 9:
(a) In case, prior to the expiration of this Class A
Warrant Certificate by exercise or by its terms, the Company
shall issue any shares of its Common Stock as a stock dividend or
subdivide the number of outstanding shares of its Common Stock
into a greater number of shares, then in either of such cases,
the then applicable Exercise Price per Class A Warrant Share
purchasable pursuant to this Class A Warrant Certificate in
effect at the time of such action shall be proportionately
reduced and the number of Class A Warrant Shares at that time
purchasable pursuant to this Class A Warrant Certificate shall
be proportionately increased; and conversely, in the event the
Company shall reduce the number of outstanding shares of Common
Stock by combining such shares into a smaller number of shares,
then, in such case, the then applicable Exercise Price per Class
A Warrant Share purchasable pursuant to this Class A Warrant
Certificate in effect at the time of such action shall be
proportionately increased and the number of Class A Warrant
Shares at that time purchasable pursuant to this Class A Warrant
Certificate shall be proportionately decreased. If the Company
shall, at any time during the life of this Class A Warrant
Certificate, declare a dividend payable in cash on its Common
Stock and shall at substantially the same time offer to its
stockholders a right to purchase new Common Stock from the
proceeds of such dividend or for an amount substantially equal to
the dividend, all Common Stock so issued shall, for the purpose
of this Class A Warrant Certificate, be deemed to have been
issued as a stock dividend. Any dividend paid or distributed
upon the Common Stock in stock of any other class of securities
convertible into shares of Common Stock shall be treated as a
dividend paid in Common Stock to the extent that shares of Common
Stock are issuable upon conversion thereof.
5
(b) In case, prior to the expiration of this Class A
Warrant Certificate by exercise or by its terms, the Company
shall be recapitalized by reclassifying its outstanding Common
Stock, (other than a change in par value to no par value), or the
corporation or a successor corporation shall consolidate or merge
with or convey all or substantially all of its or of any
successor corporation's property and assets to any other
corporation or corporations (any such other corporations being
included within the meaning of the term "successor corporation"
hereinbefore used in the event of any consolidation or merger of
any such other corporation with, or the sale of all or
substantially all of the property of any such other corporation
to, another corporation or corporations), then, as a condition of
such recapitalization, consolidation, merger or conveyance,
lawful and adequate provision shall be made whereby the holder of
this Class A Warrant Certificate shall thereafter have the right
to purchase, upon the basis and on the terms and conditions
specified in this Class A Warrant Certificate, in lieu of the
Class A Warrant Shares theretofore purchasable upon the exercise
of this Class A Warrant Certificate, such shares of stock,
securities or assets as may be issued or payable with respect to,
or in exchange for the number of Class A Warrant Shares
theretofore purchasable upon the exercise of this Class A Warrant
Certificate, had such recapitalization, consolidation, merger, or
conveyance not taken place; and in any such event, the rights of
the Warrant Holder to any adjustment in the number of Class A
Warrant Shares purchasable upon the exercise of this Class A
Warrant Certificate, as hereinbefore provided, shall continue and
be preserved in respect of any stock which the Warrant Holder
becomes entitled to purchase.
(c) In case the Company at any time while this Class A
Warrant Certificate shall remain unexpired and unexercised shall
sell all or substantially all of its property or dissolve,
liquidate, or wind up its affairs, lawful provision shall be made
as part of the terms of any such sale, dissolution, liquidation
or winding up, so that the holder of this Class A Warrant
Certificate may thereafter receive upon exercise hereof in lieu
of each Class A Warrant Share that it would have been entitled to
receive, the same kind and amount of any securities or assets as
may be issuable, distributable or payable upon any such sale,
dissolution, liquidation or winding up with respect to each share
of Common Stock of the Company, provided, however, that in any
case of any such sale or of dissolution, liquidation or winding
up, the right to exercise this Class A Warrant Certificate shall
terminate on a date fixed by the Company; such date so fixed to
be not earlier than 5:00 p.m., New York time, on the forty-fifth
day next succeeding the date on which notice of such termination
of the right to exercise this Class A Warrant Certificate has
been given by mail to the registered holder of this Class A
Warrant Certificate at its address as it appears on the books of
the Company.
(d) No adjustment in the per share Exercise Price shall
be required unless such adjustment would require an increase or
decrease in the Exercise Price by at least $0.01; provided,
however, that any adjustments that by reason of this subsection
are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations
under this Section 9 shall be made to the nearest cent or to the
nearest 1/100th of a share, as the case may be.
(e) The Company will not, by amendment of its Restated
Certificate of Incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek
to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Company but will at all
6
times in good faith assist in the carrying out of all the
provisions of this Section 9 and in the taking of all such
actions as may be necessary or appropriate in order to protect
against impairment of the rights of the Warrant Holder to
adjustments in the Exercise Price.
(f) Upon the happening of any event requiring an
adjustment of the Exercise Price hereunder, the Company shall
give written notice thereof to the Warrant Holder stating the
adjusted Exercise Price and the adjusted number of Class A
Warrant Shares resulting from such event and setting forth in
reasonable detail the method of calculation and the facts upon
which such calculation is based.
(g) The Company may deem and treat the registered
holder of the Class A Warrant Certificate at any time as the
absolute owner hereof for all purposes, and shall not be affected
by any notice to the contrary.
(h) This Class A Warrant Certificate shall not entitle
any holder thereof to any of the rights of stockholders, and
shall not entitle any holder thereof to any dividend declared
upon the Common Stock unless the holder shall have exercised the
within Class A Warrant Certificate and purchased the shares of
Common Stock prior to the record date fixed by the Board of
Directors for the determination of holders of Common Stock
entitled to said dividend.
10. FRACTIONAL SHARES. No fractional shares shall be issued
upon the exercise fraction of a share called for upon any
exercise hereof. The Company shall pay to the Warrant Holder an
amount in cash on the basis of the "last sale price" (as defined
in Section 7) on the trading day prior to the date of exercise.
11. VOLUNTARY ADJUSTMENT BY THE COMPANY. The Company may,
at its option, at any time during the term of the Class A
Warrants, reduce the then current Exercise Price to any amount
deemed appropriate by the Board of Directors of the Company
and/or extend the date of the expiration of the Class A Warrants.
12. REGISTRATION RIGHTS OF WARRANT HOLDER. The Company has
agreed to register the Class A Warrant Shares for resale in
accordance with the Subscription Agreement entered into between
the Company and the Warrant Holder.
13. RIGHTS OF THE HOLDER. The Warrant Holder shall not, by
virtue hereof, be entitled to any rights of a stockholder in the
Company, either at law or equity, and the rights of the Warrant
Holder are limited to those expressed in the Class A Warrant
Certificate and are not enforceable against the Company except
to the extent set forth herein.
14. NOTICES OF RECORD DATE. In case:
(a) the Company shall take a record of the holders of
its Common Stock (or other stock or securities at the time
deliverable upon the exercise of this Warrant) for the purpose
of entitling or enabling them to receive any dividend or other
distribution, or to receive any right to subscribe for or
purchase any shares of any class or any other securities, or to
receive any other right, or
7
(b) of any capital reorganization of the Company, any
reclassification of the capital stock of the Company, any
consolidation or merger of the Company with or into another
corporation (other than a consolidation or merger in which the
Company is the surviving entity), or any transfer of all or
substantially all of the assets of the Company, or
(c) of the voluntary or involuntary dissolution,
liquidation or winding-up of the Company, then, and in each such
case, the Company will mail or cause to be mailed to the Warrant
Holder a notice specifying, as the case may be, (i) the date on
which a record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of
such dividend, distribution or right, or (ii) the effective date
on which such reorganization, reclassification, consolidation,
merger, transfer, dissolution, liquidation or winding-up is to
take place, and the time, if any is to be fixed, as of which the
holders of record of Common Stock (or such other stock or
securities at the time deliverable upon the exercise of this
Class A Warrant) shall be entitled to exchange their shares of
Common Stock (or such other stock or securities) for securities
or other property deliverable upon such reorganization,
reclassification, consolidation, merger, transfer, dissolution,
liquidation or winding-up. Such notice shall be mailed at least
twenty (20) days prior to the record date or effective date for
the event specified in such notice, provided that the failure to
mail such notice shall not affect the legality or validity of
any such action.
15. SUCCESSORS. The rights and obligations of the parties to
this Class A Warrant will inure to the benefit of and be binding
upon the parties hereto and their respective heirs, successors,
assigns, pledgees, transferees and purchasers. Without limiting
the foregoing, the registration rights referred to in Section 12
of this Class A Warrant shall inure to the benefit of the Warrant
Holder and all the Warrant Holder's successors, heirs, pledgees,
assignees, transferees and purchasers of this Class A Warrant and
the Class A Warrant Shares.
16. CHANGE OR WAIVER. Any term of this Class A Warrant may
be changed or waived only by an instrument in writing signed by
the party against whom enforcement of the change or waiver is
sought.
17. HEADINGS. The headings in this Class A Warrant are for
purposes of reference only and shall not limit or otherwise
affect the meaning of any provision of this Class A Warrant.
18. GOVERNING LAW. This Class A Warrant shall be governed
by and construed in accordance with the laws of the State of
Delaware as such laws are applied to contracts made and to be
fully performed entirely within that state between residents of
that state except to the extent the laws of the State of Delaware
mandatorily apply because the Company is incorporated in the
State of Delaware.
19. JURISDICTION AND VENUE. The Company (i) agrees that any
legal suit, action or proceeding arising out of or relating to
this Warrant shall be instituted exclusively in California
Superior Court, County of San Bernardino or in the United States
District Court for the Central District of California, (ii)
waives any objection to the venue of any such suit, action or
proceeding and the right to assert that such forum is not a
convenient forum, and (iii) irrevocably consents to the
jurisdiction of the California Superior Court, County of San
Bernardino or in the United States District Court for the Central
District of California in any such suit, action or proceeding,
8
and the Company further agrees to accept and acknowledge service
or any and all process that may be served in any such suit,
action or proceeding in California Superior Court, County of San
Bernardino or in the United States District Court for the Central
District of California in person or by certified mail addressed
as provided in the following Section.
20. MAILING OF NOTICES, ETC. All notices and other
communications under this Warrant (except payment) shall be in
writing and shall be sufficiently given if delivered to the
addressees in person, by Federal Express or similar overnight
courier service, or if mailed, postage prepaid, by certified
mail, return receipt requested, as follows:
Registered Holder: To his or her last known address
as indicated on the Company's
books and records.
The Company: AquaCell Technologies, Inc.
00000 Xxxxxxxxx Xxxxxx
Xxxxxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx,
Chief Executive Officer
or to such other address as any of them, by notice to the others,
may designate from time to time. Notice shall be deemed given
(a) when personally delivered, (b) the scheduled delivery date if
sent by Federal Express or other overnight courier service or (c)
the fifth day after sent by certified mail.
[THE BALANCE OF THIS PAGE LEFT INTENTIONALLY BLANK.]
9
Executed this 1st day of April, 2003.
AQUACELL TECHNOLOGIES, INC.
By: /s/ Xxxxx Xxxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxxx
Title: President
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NOTICE OF EXERCISE
To Be Executed by the Warrant Holder
In Order to Exercise Warrants
The undersigned Warrant Holder hereby irrevocably elects to
exercise ______ Class A Warrants represented by this Class A
Warrant, and to purchase the shares of Common Stock issuable upon
the exercise of such Class A Warrants, and requests that
certificates for such shares of Common Stock shall be issued in
the name of
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
_______________________________
_________________________________________________________________
_________________________________________________________________
(Please print or type name and address)
and be delivered to
_________________________________________________________________
_________________________________________________________________
(Please print or type name and address)
and if such number of Class A Warrants shall not be all the Class
A Warrants evidenced by this Class A Warrant Certificate, that a
new Class A Warrant Certificate for the balance of such Class A
Warrants be registered in the name of, and delivered to, the
registered Warrant Holder at the address stated below.
Dated:__________________ ___________________________________
(Signature of Registered Holder)
___________________________________
___________________________________
(Address)
___________________________________
(Taxpayer Identification Number)
___________________________________
Signature Guaranteed
THE SIGNATURE ON THE EXERCISE FORM OR THE ASSIGNMENT FORM MUST
CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS WARRANT
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A
COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN
STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE
OR MIDWEST STOCK EXCHANGE.
11
ASSIGNMENT FORM
To be executed by the Warrant Holder
In order to Assign Warrants
FOR VALUE RECEIVED,________________________________ hereby sell,
assigns and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
_______________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
(Please print or type name and address)
______________________ of the Class A Warrants represented by
this Class A Warrant, and hereby irrevocably constitutes and
appoints ________________________ Attorney to transfer this Class
A Warrant on the books of the Company, with full power of
substitution in the premises.
Dated:__________________ ___________________________________
(Signature of Registered Holder)
___________________________________
(Signature Guaranteed)
THE SIGNATURE ON THE EXERCISE FORM OR THE ASSIGNMENT FORM MUST
CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS WARRANT
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A
COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN
STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE
OR MIDWEST STOCK EXCHANGE.
CERTIFICATION OF STATUS OF TRANSFEREE
TO BE EXECUTED BY THE TRANSFEREE OF THIS WARRANT
The undersigned transferee hereby certifies to the registered
holder of this Class A Warrant Certificate and to AquaCell
Technologies, Inc. that the transferee is an "accredited
investor" within the meaning of Rule 501 of Regulation D
promulgated under the Securities Act of 1933, as amended.
Dated:_____________________ __________________________________
(Signature of Registered Holder)
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