AMENDED WARRANT AGREEMENT
AMENDED WARRANT AGREEMENT dated as of April I5, 1999 between
ENVIRONMETRICS, INC., a Delaware corporation (the "Company"), and CONTINENTAL
STOCK TRANSFER & TRUST COMPANY, as Warrant Agent (the "Warrant Agent") (the
"Amended Warrant Agreement.").
WHEREAS, the Company proposes to extend the expiration date of its
outstanding Redeemable Common Stock Purchase Warrants ("Warrants"), which are
currently exercisable at $6.00 per whole share, until April 30, 2001 in order to
permit the Company to retain the ability to obtain additional capital without
incurring the expense and experiencing the delays inherent in either a secondary
public offering or a private placement of securities;
WHEREAS, in connection with the expiration of the date of the Company's
outstanding Warrants, the Company hereby enters into this Amended Warrant
Agreement in order to amend that certain Warrant Agreement dated as of April,
1994 between Envirometrics, Inc. and Continental Stock Transfer & Trust Company,
and American Stock Transfer & Trust Company (the "Warrant Agreement").
NOW, THEREFORE, in consideration of the forgoing and for the purposes of
defining the terms and provisions of the Warrants and the respective rights and
obligations thereunder of the Company and the registered owners of the Warrants
(the "Holders"), the Company and the Warrant Agent hereby agree as follows:
1. Definitions. All terms not expressly defined herein shall the have the
same meaning as set forth in the Warrant Agreement.
2. Amendment to Section 6 of the Warrant .Agreement. Section 6 of the
Warrant Agreement is hereby amended to read as follows:
Exercise of Warrants. Subject to the provisions of this Agreement, each
registered holder of Warrants shall have the right, which may be exercised
through April 30, 2001 commencing from the Separation Date and ending at the
close of business on April 30, 2001, to purchase froth the Company (and the
Company shall issue and sell to such registered holder of Warrants) the number
of fully paid and non-assessable Common Shares specified in such Warrants, upon
surrender to the Company at the office of the Warrant Agent of such Warrants,
with the form of election to purchase duly filled in and signed, and upon
payment to the order of the Company of the Warrant Price, determined in
accordance with Sections 10 and 11 herein, for the number of shares in respect
of which such Warrants are then exercised. Payment of such Warrant Price shall
be made in cash or by certified check or bank draft or postal or express money
order payable, in United States dollars, to the order of the Company. No
adjustment shall be made for any dividends on any Common Shares issuable upon
exercise of a
Warrant. Subject to Section 7, upon such surrender of Warrants, and payment
of the Warrant Price as aforesaid, the Company shall issue and cause to be
delivered with all reasonable dispatch to or upon the written order of the
registered holder of such Warrants and in such name or names as such registered
holder may designate, a certificate or certificates for the largest number of
whole Common Shares so purchased upon the exercise of such Warrants. The Company
shall not be required to issue any fraction of a share of Common Stock or make
any cash or other adjustment except as provided in Section 12 herein, in respect
of any fraction of a Common Share otherwise issuable upon such surrender. Such
certificate or certificates shall be deemed to have been issued and any person
so designated to be named therein shall be deemed to have become a holder of
record of such shares as of the date of the surrender of such Warrants and
payment of the Warrant Price as aforesaid provided, however, that if, at the
date of surrender of such Warrants and payment of such Warrant Price, the
transfer books for the Common Shares or other class of stock purchasable upon
the exercise of such Warrants shall be closed, the certificates for the shares
in respect of which such Warrants are then exercised shall be issuable as of the
date on which such books shall be opened and until such date the Company shall
be under no duty to deliver any certificate for such shares; provided, further,
however, that the transfer books aforesaid, unless otherwise required by law or
by applicable role of any national securities exchange, shall not be closed at
any one time for a period longer than 20 days. The rights of purchase
represented by the Warrants shall be exercisable, at the election of the
registered holders thereof, either as an entirety or from time to time for part
only of the shares specified therein and, in the event that any Warrant is
exercised in respect of less than all of the shares specified therein at any
time prior to the date of expiration of the Warrant, a new Warrant or Warrants
will be issued to such registered holder for the remaining number of shares
specified in the Warrant so surrendered, and the Warrant Agent is hereby
irrevocably authorized to countersign and to deliver the required new Warrants
pursuant to the provisions of this Section during the Warrant exercise period,
and the Company, whenever requested by the Warrant exercise period, and the
Company, whenever requested by the Warrant Agent, will supply the Warrant Agent
with Warrants duly executed on behalf of the Company for such purpose.
2. Amendment to Section 19 of the Warrant Agreement. Section 19 of the
Warrant Agreement is hereby amended to read as follows:
"Section 19. Notice. Any notice pursuant to this Agreement to be given or
made by the Warrant Agent or by the registered holder of any Warrant to or on
the Company shall be sufficiently given or made if sent by first-class mail,
postage prepaid, addressed (until another address is filed in writing by the
company with the Warrant Agent) as follows"
ENVIROMETRICS, INC.
0000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Xxxxxx X. "Skip" Xxxxxxx, III, President
With a copy to:
NIXON, HARGRAVE, DEVANS & XXXXX LLP
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx X. Xxxxxxxx, Esq.
Any notice pursuant to this Agreement to be given or made by the Company or
by the registered holder of any Warrant to or on the Warrant Agent shall be
sufficiently given or made if sent by first-class mail, postage prepaid,
addressed (until another address is filed in writing by the Warrant Agent with
the Company) as follows:
CONTINENTAL STOCK TRANSFER
& TRUST COMPANY
0 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000"
4. Provisions Not Amended. All terms of the Warrant Agreement not otherwise
amended by this Amended Warrant Agreement shall continue to remain in full force
and effect.
5. Successors. All the covenants and provisions of this Amended Warrant
Agreement by or for the benefit of the Company or the Warrant Agent shall bind
and inure to the benefit of their respective successors and assigns.
6. Applicable Law. This Amended Warrant Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York, without giving
effect to any principles of conflicts of law.
7. Benefits of this Amended Warrant Agreement. Nothing in this Amended
Warrant Agreement shall be construed to give any person or corporation other
than the Company, the Warrant Agent and the Holders any legal or equitable
right, remedy or claim under this Amended Warrant Agreement; this Amended
Warrant Agreement shall be for the sole and exclusive benefit of the Company,
the Warrant Agent and the Holders of the Warrants.
8. Counterparts. This Amended Warrant Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
9. Captions. The captions of the sections and subsections of this Amended
Warrant Agreement have been inserted for convenience only and shall have no
substantive effect.
ENVIROMETRICS, INC.
By:
Name: Xxxxxx X. "Skip" Xxxxxxx, II1
Title: President
]
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By:
Name:
Title:
