EXHIBIT 4.15
AMENDMENT NO. 3 TO WARRANT AGREEMENT
This Amendment No. 3 to Warrant Agreement, dated as of May 27, 1997
("Amendment"), by and between LA-MAN CORPORATION, a Nevada corporation (the
"Company"), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
(the "Warrant Agent").
W I T N E S S E T H:
WHEREAS, the Company and the Warrant Agent are parties to a Warrant Agreement
dated as of January 6, 1994, as amended by Amendment No. 1 thereto dated as of
December 8, 1995 and Amendment No. 2 thereto dated as of January 10, 1997 (as
amended, the "Warrant Agreement"), in connection with up to 713,000 Common Stock
Purchase Warrants ("Warrants") registered under the Securities Act of 1933, as
amended, pursuant to a Registration Statement on Form S-1 (Registration No. 33-
54230), as amended by post-effective amendment nos. 1-7 thereto (the
"Registration Statement"), initially declared effective by the Securities and
Exchange Commission on January 6, 1994; and
WHEREAS, pursuant to the Warrant Agreement the Warrant Agent acts on behalf of
the Company in connection with transfer, exchange and redemption of the
Warrants, the issuance of certificates representing the Warrants ("Warrant
Certificates"), the exercise of the Warrants and the rights of the holders
thereof; and
WHEREAS, the Company has determined to extend the expiration date of the
Warrants; and
WHEREAS, the Company and the Warrant Agent desire to amend the terms of the
Warrant Agreement in order to conform the terms and provisions thereof to the
modification of the expiration date of the Warrants;
NOW, THEREFORE, in consideration of the premises and mutual agreements
hereinafter set forth, and for the purpose of amending certain terms and
provisions of the Warrants and the Warrant Certificates and the respective
rights and obligations of the Company, the holders of the Warrant Certificates
and the Warrant Agent, the Company and the Warrant Agent hereby agree as
follows:
1. DEFINITIONS. Unless otherwise defined in this Amendment, capitalized terms
used herein shall have the meanings ascribed to them in the Warrant Agreement.
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2. AMENDMENT TO WARRANT AGREEMENT. The definition of "Warrant Expiration Date"
contained in Section 1(j) of the Warrant Agreement is hereby amended by deleting
such definition in its entirety and substituting the following in lieu thereof:
"(j) "Warrant Expiration Date" shall mean 5:00 P.M. (New York
time) on June 30, 1998, or the Redemption Date as defined in Section 8,
whichever is earlier; provided that if such date shall in the State of New
York be a holiday or day on which banks are authorized to close, then 5:00
P.M. (New York time) on 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. The
Company shall have the right to extend the expiration date of the
Warrants."
3. SURVIVAL OF WARRANT AGREEMENT. Except as hereinabove amended, all terms and
provisions of the Warrant Agreement shall remain in full force and effect
following the execution and delivery of this Amendment.
4. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of Nevada, without reference to the
principles of conflict of laws thereof.
5. BINDING EFFECT. This Amendment shall be binding upon and inure to the
benefit of the Company and the Warrant Agent and their respective successors and
assigns and the holders from time to time of the Warrant Certificates. Nothing
in this Amendment is intended or shall be construed to confer upon any other
person any right, remedy or claim, in equity or at law, or to impose upon any
other person any duty, liability or obligation.
6. COUNTERPARTS. This Amendment may be executed in counterparts, which taken
together shall constitute a single document.
IN WITNESS WHEREOF, the Company and the Warrant Agent have caused this
Amendment to be duly executed as of the date first above written.
LA-MAN CORPORATION CONTINENTAL STOCK TRANSFER &
TRUST COMPANY, as Warrant Agent
By: /s/ J. Xxxxxxx Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxx
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J. Xxxxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx
President Title: Vice President
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