Exhibit 4.2
________Shares Exercisable
subject to the provisions set forth below.
Warrant for Purchase of
Common Stock of Silver
Star Foods, Inc. (a New
York Corporation)
THIS WARRANT WILL BE VOID AFTER_______________, 199_.
This certifies that_____________ is entitled to purchase at any time on
or before_______________, 199_ , but not thereafter, shares, $.0001 par
value, which have been duly authorized and set aside for issuance, of
the common stock of Silver Star Foods, Inc., (the "Company"), a
corporation duly organized and existing under the laws of the State of
New York as such stock shall be constituted at the time of purchase, at
the price of $ per share and the surrender of this warrant with the
subscription form on the reverse side hereof, duly executed, at the
office of American Stock Transfer & Trust Company (the "Warrant Agent")
in the City of New York, State of New York, with payment in full for
the stock purchased in cash or by certified or bank cashiers check
payable to the order of the Company at the time of the surrender of
this warrant, as aforesaid.
This warrant is issued and subject to the terms and provisions of a Warrant
Agreement dated as of__________________,199 , between the Company and the
Warrant Agent, to all of which terms and provisions the holder hereof assents by
accepting this warrant. Anything herein or in the said stock purchase Warrant
Agreement contained to the contrary notwithstanding, in case of consolidation or
merger of the company with or into any other corporation, or in case of sale by
the Company of all or substantially all its assets, as more particularly set
forth in the said stock purchase warrant agreement, or in case of issue by the
Company of additional shares of common stock at a lower price than the price at
which shares of common stock might have been purchased hereunder immediately
prior to the issue of such additional shares, the number and character of the
shares of stock or other securities or assets which the holder hereof shall
thereafter have the right to purchase, and the price to be paid therefor, shall
be adjusted and determined as provided in the said warrant agreement. The holder
of this warrant, as such, shall have none of the preemptive or other rights of a
holder of common stock. This warrant is issued subject, also, to the following
terms and conditions, to all of which each and every holder hereof assents by
accepting this warrant; all rights under and by virtue of this warrant shall
pass and be transferred by the delivery hereof by any person in possession of
the same, however, such possession may have been acquired, if properly assigned
in blank or if properly assigned to a
specified person by delivery hereof to such person; shall vest title thereto in
the transferee to the same extent, for all intents and purposes, as in the case
of the delivery under similar circumstances of a negotiable instrument payable
to bearer. Subject to the foregoing, the Company and the Warrant Agent shall be
entitled to treat the bearer of this warrant as the absolute owner hereof for
all purposes and shall not be affected by any notice to the contrary.
This warrant does not entitle any holder hereof to any of the rights of a
shareholder of the Company.
This warrant shall be wholly void and of no effect after______________,199_.
Silver Star Foods, Inc.
/s/ Xxxxxxx Xxxxxx
-------------------------
Xxxxxxx Xxxxxx, President
Countersigned
Warrant Agent
Transfer Clerk
(Reverse Side)
In case, prior to the expiration of this warrant by exercise hereof or
by its term:
1. (a) The Company shall be recapitalized through the subdivision of
its outstanding shares of common stock into a greater number of shares, or shall
by exchange or substitution of or for its outstanding common stock or otherwise,
reduce the number of such shares, then in each such case the number of shares
deliverable upon the exercise of this warrant shall be changed in proportion to
such increase or decrease of the outstanding shares of such common stock of the
Company, without any change in the payment by the warrant holder from the
payment specified on the faces of the warrant.
(b) A dividend shall be declared or paid at any time on the common
stock of the Company in its common stock or in securities convertible into
common stock of the corporation, then in each such case the number of shares
deliverable upon the exercise thereafter of this warrant, shall, without
requiring any payment by the warrant holder in addition to the one specified on
the face hereof, be increased in proportion to the increase, through such
dividend, in the number of outstanding shares of common stock of the
corporation. In the computation of the increased number of shares deliverable
upon the exercise of this warrant, any dividend paid or distributed upon the
common stock in securities convertible into shares of common stock, shall be
treated as a dividend paid in common stock to the extent that shares of stock
are issuable upon the conversion thereof. The obligations of the Company and the
rights of the holder hereof shall not be affected by the exercise of any
conversion privileges heretofore granted to the holders of any of the stock or
securities of the Company or of any other company.
(c) On or before__________, pm.,_______________, 199_ the Company
shall offer any shares of common stock of any class, or securities convertible
into or evidencing the right to purchase common stock of any class, of record on
a date subsequent to the issue of this warrant, the holder hereof will become
entitled, provided this warrant is not exercised on or before the record date of
the common stockholders entitled to such subscription rights, to subscribe for
and purchase, at the same price at which such stock or securities is offered to
the holders of the common stock, the amount of such stock or securities for
which he would have been entitled to subscribe if he had been the holder of
record on such record date of the number of shares of common stock then
purchasable under this warrant. The record date for determining the warrant
holders entitled to such subscription rights shall be the same as the record
date for determining the holders of the common stock entitled thereto, and when
notice of such subscription rights is given to the common stockholders of
record, notice thereof shall likewise be given to the registered holders of
warrants outstanding at the time, and the warrant holders shall be given the
same opportunity to exercise such subscription rights as the holders of the
common stock.
(d) The Company shall, at any time while any of the warrants be
outstanding, declare a dividend on its common stock (other than a dividend not
in excess of the regular dividend per share for any fiscal year) and shall give
notice thereof to the registered holder of this warrant and such dividends so
declared shall be made payable only to the stockholders of
record on a date at least ten days subsequent to the exercise of such warrants
prior to such record date.
(e) The Company shall be recapitalized by reclassifying its
outstanding common stock without par value into stock with par value, or
changing common stock of par value to stock without par value, or the Company or
a successor corporation shall consolidate or merge with, or convey all, or
substantially all, of its or any successor corporation's property or assets to,
any other corporation or corporations (any such corporation being included
within the meaning "successor corporation" hereinbefore used in the event of any
consolidation or merger of such corporation with, or the sale of, all or
substantially all of the property of such corporation to another corporation or
corporations) then, as a condition to such recapitalization consolidation,
merger, or conveyance, lawful and adequate provision shall be made whereby the
holder of each warrant shall thereafter have the right to purchase, upon the
basis and upon the terms and conditions specified in this warrant, in lieu of
the shares of common stock of the corporation theretofore purchasable upon the
exercise of this warrant, such shares of stock, security, or assets as may be
issued or payment with respect to, or in exchange for, the number of shares of
common stock of the Company theretofore purchasable upon the exercise of this
warrant had such recapitalization, consolidation, merger, or conveyance not
taken place; and in any such event the rights of the warrant holder to an
adjustment of the number of shares of common stock purchasable upon the exercise
of this warrant as hereinbefore provided, shall continue and be preserved in
respect of any stock which the warrant holder becomes entitled to purchase. It
shall be a condition of such consolidation, merger, or conveyance that each
successor corporation shall assume in manner and form satisfactory to the
transfer agent, the obligation to deliver to the warrant holder, upon the
exercise of this warrant, such shares of stock, securities, or assets as, in
accordance with the provisions of this warrant, shall have been provided for the
purpose. The said transfer agent shall assume no liability for its exercise of
discretion hereunder other than willful wrongdoing.
2. This warrant shall be deemed to have been exercised, and the person
exercising the same to have become a common stockholder of record of the
corporation, for the purposes of receiving dividends and for all other purposes
whatsoever as of the date when he surrendered this warrant accompanied by
payment in cash, as herein provided. The corporation agrees that, while this
warrant shall remain valid and outstanding, its stock transfer books shall not
be closed for any purpose whatsoever except under arrangements which shall
insure to persons exercising warrants or applying for transfer of stock within
three days after the books shall have been reopened all rights and privileges
which they might have had or received if the stock transfer books had not been
closed and they had exercised their warrants at any time during which such
transfer books shall have been closed.
3. Upon each increase of the number of shares of common stock
of the Company deliverable upon the exercise of this warrant, or in the event of
changes in the rights of the warrant holders by reason of other events
hereinbefore set forth, then in each such case the Company shall forthwith file
with the transfer agent a certificate executed by its president or one of its
vice-presidents, and attested by its secretary or one of its assistant
secretaries, stating the increased number of shares so deliverable or specifying
the other shares of stock, securities or
assets, and the amount thereof so deliverable and setting forth in reasonable
detail the method of calculation and the facts upon which such calculation is
based.
Upon each increase of the number of shares of common stock of the
Company, deliverable upon the exercise of this warrant, the increased number of
shares so deliverable shall be calculated only to the nearest hundredth of one
share. No fractions of shares shall be issued upon the exercise of this warrant,
but in lieu thereof the Company shall issue fractional scrip certificates in
bearer form and in denominations of one-one-hundredth of one share, and
multiples thereof, not entitling the bearer to vote or receive dividends but
which may be surrendered with other similar scrip certificates so as to
aggregate one or more whole shares for a stock certificate or certificate
representing the number of whole shares so aggregated at any time on or before
ten days after the expiration date of this warrant.
4. The Company covenants, at all times when the warrants are outstanding
and in effect, to reserve unissued, sufficient common stock, and to deliver
stock pursuant to the exercise of this warrant, subject to consolidation,
merger, or sale, as above set forth. The Company covenants that in the event
that stock or other securities of the Company or subsidiaries are hereafter
issued, carrying conversion privileges or bearing stock purchase warrants for
common stock of the Company, then the rates of conversion, or the purchase
prices provided by such warrants, shall not be more favorable for any period
than the prices provided (for such period) by this warrant, unless the holder
hereof shall be entitled to exercise this warrant at prices at least as
favorable as the price so specified in such purchase warrants, or to an increase
in the number of shares purchasable so as to give to the holder hereof equal
rights with the holders of such conversion privileges. In such case, the Company
covenants to file with the transfer agent a statement of the rights of the
warrant holders as so modified.
5. Wherever the term "holder", "warrant holder", or "holder of this
warrant", is used herein, it shall be construed to mean the registered holder
and wherever notice is required by this warrant to be given to the warrant
holder it shall be sufficient if mailed to the last known address of said holder
as same appears on the books of the Company.
