FORWARD INDUSTRIES, INC.
000 Xxxxxxxxx Xxxxxxxx
Xxxx Xxxxxxxxx, Xxx Xxxx 00000
December 18, 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
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Ladies and Gentlemen:
Reference is hereby made to that certain Warrant Agreement (the
"Warrant Agreement"), dated as of October 20, 1994, as amended, 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 Company intends to declare a two-for-one reverse stock split on
its authorized and outstanding shares of Common Stock, $.01 par value effective
as of December 23, 1997 (the "Effective Date"). Should the Effective Date
change, you will be informed. Pursuant to the Warrant Agreement, upon
effectiveness of the referenced reverse stock split, each Class B Warrant shall
entitle the registered holder thereof to purchase one share of Common Stock at
$5.00 per share.
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, effective as of the Effective Date, in the following respects:
1. As a result of the reverse stock split and reduction in Warrant
Price referenced above, each Class B Warrant shall entitle the registered
holder thereof to purchase one share of Common Stock at $5.00 per share.
Xxxxx Xxxxxx Shareholder Services
December 18, 1997.
2
2. The references in the sixth sentence of paragrapgh 5(b) of the
Warrant Agreement, as amended, to "$3.00" and to "$2.75" are amended to "$6.00"
and to $5.50", respectively.
3. In all other respects, the Warrant Agreement shall continue in full
force and effect.
4. The provisions of this letter may not be changed or modified except
in a writing signed by both of the parties hereto.
5. 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:
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Xxxxxxx X. Xxxxx
President
AGREED:
XXXXX XXXXXX SHAREHOLDER SERVICES,
Warrant Agent
By:
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