WARRANT AGREEMENT
WARRANT AGREEMENT, dated as of _____________, 1997, (the "Agreement") between
PPA TECHNOLOGIES, INC., a New Jersey corporation (the "Company"), and LIBERTY
TRANSFER COMPANY, INC., the Company's transfer agent and warrant agent, (the
"Warrant Agent"), (the parties hereto hereinafter collectively referred to as
the "Parties").
WHEREAS, the offering 1,000,000 Units, each Unit consisting of one share of
common stock and one common stock purchase warrant ("Warrants"), each Warrant
entitling the holder to purchase one Share for a period of twelve (12) months
commencing the closing date of the offering (the "Final Closing Date") at an
exercise price of $7.00 pursuant to a registration statement on Form SB-2 (the
"Registration Statement") filed with the Securities and Exchange Commission; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing so to act, in connection with the
registration, transfer, exchange, replacement, and exercise of the Warrants and
the certificates evidencing the Warrants (the "Warrant Certificates") and other
matters as provided herein;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the Parties agree as follows:
1. Appointment of Warrant Agent.
The Company hereby appoints the Warrant Agent to act as agent for the
Company in accordance with the instructions set forth hereinafter and the
Warrant Agent accepts that appointment.
2. Form of Warrant Certificates.
The definitive Warrant Certificates to be delivered pursuant to the
Agreement shall be in registered form only and shall be substantially in the
form set forth in Exhibit A attached.
3. Execution of Warrant Certificates.
The Warrant Certificates in definitive form shall be signed on behalf
of the Company, manually or by facsimile signature, by its Chairman of the Board
or President, and by its Secretary or an Assistant Secretary under its corporate
seal, and shall be manually countersigned by the Warrant Agent. Warrant
Certificates signed on behalf of the Company as aforesaid by an incumbent in
office at the time of signature shall be valid, and may be countersigned and
issued by the Warrant Agent, notwithstanding the fact that at the time of
countersignature and issuance by the Warrant Agent such signatory shall have
ceased to be the incumbent in such office. The Company's seal may be in the form
of a facsimile thereof and may be impressed, affixed, imprinted or otherwise
reproduced on the Warrant Certificates. No Warrant Certificate shall be valid
for any purpose unless countersigned manually by the Warrant Agent. Warrant
Certificates shall be dated as of the date of countersignature by the Warrant
Agent.
4. Registered Owners.
The Company and the Warrant Agent may deem and treat the registered
holder of a Warrant Certificate as the absolute owner thereof (notwithstanding
any notation of ownership or other writing thereon made by anyone), for the
purpose of any exercise and any distribution to the holder thereof and for all
other purposes, and neither the Company nor the Warrant Agent shall be affected
by any notice to the contrary.
5. Registration of Warrants, Transfers and Exchanges.
The Warrant Certificates shall be numbered and registered by the
Warrant Agent upon the records to be maintained by it for that purpose. The
Warrant Agent shall register the transfer of any outstanding Warrant upon
surrender of the Warrant Certificate accompanied (if required) by a written
instrument of transfer in form satisfactory to the Warrant Agent, duly executed
by the registered holder or holders thereof or by the duly appointed legal
representative thereof or by a duly authorized attorney. Upon any registration
of transfer, a new Warrant Certificate shall be issued to the transferee and the
surrendered Warrant Certificate shall be canceled by the Warrant Agent. Canceled
Warrant Certificates shall be disposed of in a manner satisfactory to the
Company.
Warrants may be split up, combined or otherwise exchanged at the
holder's option, upon surrender of the Warrant Certificate to the Warrant Agent
at its office or agency maintained for the purpose of exchanging, transferring
or exercising the Warrant Certificate at 000 Xxx Xxxx Xxxxxx, Xxxxxxxxxx, Xxx
Xxxx 00000-0000 (such office being referred to herein as the "Warrant Agency
Office") for another Warrant Certificate or Certificates of like tenor and for
the purchase, in the aggregate, of a like number of Shares. Warrant Certificates
so surrendered shall be canceled by the Warrant Agent. Canceled Warrant
Certificates shall thereafter be disposed of by the Warrant Agent in a manner
satisfactory to the Company.
The Warrant Agent is hereby authorized to countersign, in accordance
with the provisions of paragraph 3 hereof, and deliver any new Warrant
Certificates required pursuant to the provisions of this paragraph 5.
6. Duration, Extension and Exercise of Warrants.
Each Warrant may be exercised during a period of twelve months from the
Final Closing Date as reflected on the Prospectus filed as part of the
Registration Statement, unless the exercise period shall be accelerated or
extended as herein provided (such date or such earlier or later expiration date
in the event of an extension as provided herein being referred to as the
"Expiration Date"). Each Warrant entitles the registered holder to purchase one
Share at an exercise price of $7.00, unless the Company reduces the exercise
price as herein provided.
The Company has the right to extend the period during which the
Warrants are exercisable or reduce the exercise price, upon notice of the new
expiration date and/or exercise price to the Warrant Agent and to
Warrantholders. Notice of expiration shall be effected as detailed in paragraph
19 herein. The Company shall not be under obligation to extend the exercise
period and gives no assurance that it will do so. Each Warrant may be exercised
on any business day prior to the close of business on the Expiration Date,
including any extensions thereto.
No fractional Shares shall be issued upon surrender of a Warrant
Certificate. In lieu of fractional Shares, there shall be paid to the registered
holder of a surrendered Warrant, as soon as practicable after the date of
surrender, an amount in cash equal to a fraction of the current market value of
a Share to which such Warrant related. As used herein, the current market value
of a Share shall be its closing price (as determined pursuant to the second
sentence of paragraph 12 (d) hereof) on the last trading day immediately prior
to the day on which that Warrant is exercised.
Subject to the provisions of the Agreement, the holder of a Warrant
shall have the right, at any time after issuance of the Warrant and for a period
of one year from the Final Closing Date, to purchase from the Company (and the
Company shall issue and sell to that holder) the number of fully paid and
non-assessable Shares set forth in the Warrant Certificate, at the exercise
price of $7.00 on any business day until 5:00 p.m. on the Expiration Date (the
number of Shares and Exercise Price being subject to adjustment as provided in
paragraph 12 hereof) upon the surrender of the Warrant Certificate to the
Warrant Agent at the office of the Warrant Agent, with the form of election to
purchase on the reverse thereof duly filled in and signed, and payment of the
exercise price in lawful money of the United States of America. The Warrants
shall be exercisable at any time prior to the close of business on the
Expiration Date, at the election of the registered holder thereof, either as an
entirety or in part. In the event that fewer than all the Shares purchasable
upon the exercise of a Warrant are purchased at any time prior to the close of
business on the Expiration Date, a new Warrant Certificate will be issued for
the remaining number of Shares purchasable upon the exercise of the Warrant so
surrendered. No adjustments shall be made for any cash dividends on Shares
issuable on the exercise of a Warrant. The exercise price (as may be adjusted
from time to time pursuant to the provisions of this paragraph and paragraph 13)
is herein called the "Exercise Price."
Subject to paragraph 8 hereof, upon surrender of a Warrant Certificate
and receipt of payment of the Exercise Price, the Warrant Agent shall
requisition from the Transfer Agent for issuance and delivery to or upon the
written order of the registered Warrantholder and in such name or names as the
registered holder may designate, the Shares issuable upon exercise. Shares shall
be deemed to have been issued and any person so designated to be named therein
shall be deemed to have become the holder of record of such Shares as of the
date of the surrender of the Warrant and upon payment of the appropriate
Exercise Price. The Warrant Agent is hereby authorized to countersign and
deliver, in accordance with the provisions of paragraph 3 hereof, any Warrant
Certificate required pursuant to the provisions of this paragraph.
7. Separate Transferability.
The Warrant will be separately tradable and transferable upon issue.
8. Payment of Taxes.
The Company will pay all documentary stamp taxes attributable to the
initial issuance of Shares upon the exercise of a Warrant prior to the close of
business on the Expiration Date; provided, however, that the Company shall not
be required to pay any tax or taxes which may be payable in respect of any
transfer involved in the issue of Shares in a name other than that of the
registered holder of the Warrant, and the Company shall not be required to issue
or deliver such Share Certificates or other certificates unless or until the
person or persons requesting such issuance shall have paid to the Company the
amount of such tax or shall have established to the satisfaction of the Company
that such tax has been paid.
9. Redemption of Warrants.
The Warrants shall be subject to redemption by the Company at .05 per
Warrant, upon a minimum of thirty days' prior written notice of the date on
which the Warrants will be redeemed to the Warrantholders. During the period
after the notice of redemption but prior to 5 P.M. Eastern time on the date of
redemption, a Warrantholder may exercise or transfer some or all of his
Warrants. Notice of redemption shall be effected as detailed in paragraph 19
herein.
10. Mutilated or Missing Warrant Certificates.
If a Warrant Certificate shall be mutilated, lost, stolen or destroyed,
the Company may in its discretion issue, and the Warrant Agent shall countersign
and deliver, in exchange and substitution for and upon cancellation of the
mutilated Warrant Certificate, or in lieu of and substitution for the Warrant
Certificate lost, stolen or destroyed, a new Warrant Certificate of like tenor
and for the purchase of a like number of Shares, but only upon receipt of
satisfactory indemnity or bond, if requested, and evidence satisfactory to the
Company and the Warrant Agent of loss, theft or destruction of the Warrant
Certificate. A Warrantholder requesting a substitute Warrant Certificate shall
comply with all other regulations and pay all other reasonable charges as the
Company or the Warrant Agent may prescribe.
11. Reservation of Shares.
The Company will at all times reserve and keep available, free from
pre-emptive rights, out of its authorized but unissued Shares, to enable it to
satisfy its obligation to issue Shares upon exercise of Warrants, through the
close of business on the Expiration Date, the number of Shares deliverable upon
the exercise of all outstanding Warrants, and the Transfer Agent shall at all
times reserve that number of authorized and unissued Shares as shall be
required. The Company will keep a copy of the Agreement on file with the
Transfer Agent. The Warrant Agent is hereby irrevocably authorized to
requisition from the Transfer Agent certificates for Shares issuable upon
exercise of Warrants, and the Company will supply duly executed certificates for
such purpose.
Before taking any action that would cause an adjustment to paragraph 13
hereof reducing the Exercise Price below the then par value (if any) of the
Shares issuable upon exercise of the Warrants, the Company will take any
corporate action which may, in the opinion of its counsel, be necessary in order
that the Company may validly and legally issue fully paid and non-assessable
Shares at the Exercise Price as so adjusted.
The Company covenants that all Shares issued upon exercise of the Warrants
will, upon issuance in accordance with the terms of the Agreement, be fully paid
and non-assessable and free from all taxes, liens, charges and security
interests created by the Company with respect to the issuance thereof.
12. Obtaining of Governmental Approvals and Stock Exchange Listings.
The Company will take all action which may be necessary (a) to obtain
and keep effective any and all permits, consents and approvals of governmental
agencies and authorities and to make securities acts filings under federal and
state laws, which may be or become requisite in connection with the issuance,
sale, transfer, delivery or exercise of the Warrants, and the issuance, sale,
transfer and delivery of the Shares issuable upon exercise of the Warrants, and
(b) so that such Shares, immediately upon their issuance upon the exercise of
Warrants, will be listed or entitled to unlisted trading privileges on each
securities exchange, if any, on which all other Shares are then listed or
entitled to unlisted trading privileges and on an identical basis.
The Company will, as appropriate, furnish the Warrant Agent with
current Prospectuses meeting the requirements of the Act and all rules and
regulations thereunder in sufficient quantity to permit the Warrant Agent to
deliver a Prospectus (if required by the Act) to each holder of a Warrant upon
the exercise thereof. The Company agrees to pay all fees, costs and expenses in
connection with the preparation and delivery to the Warrant Agent of the
Prospectuses.
13. Adjustment of Exercise Price and Number of Shares Purchasable.
The Exercise Price and number of Shares purchasable upon the exercise
of each Warrant are subject to adjustment upon the occurrence of the events
enumerated in this paragraph 13.
(a) In case the Corporation shall, while this Warrant remains in force,
effect a recapitalization of such character that the Shares covered hereby shall
be changed into or become exchangeable for a larger or smaller number of Shares,
then thereafter, the number of Shares of the Corporation which the Holder hereof
shall be entitled to purchase hereunder, shall be increased or decreased, as the
case may be, in direct proportion to the increase or decrease in the number of
Shares of the Corporation, by reason of such recapitalization, and the purchase
price hereunder, per Share, of such recapitalized Shares shall in the case of an
increase in the number of Shares be proportionately reduced, and in the case of
a decrease in the number of Shares be proportionately increased.
(b) In case the Corporation shall, at any time prior to the exercise of
a Warrant, consolidate or merge with, or shall transfer its property as an
entirety to, or substantially as an entirety to, any other corporation, the
Holder of a Warrant who thereafter exercises the same as herein provided shall
be entitled to receive, for the purchase price per Share stated in the Warrant,
that number of shares or other securities or property of the corporation
resulting from such consolidation or merger or transfer to which each Share
deliverable upon exercise of the Warrant would have been entitled, upon such
consolidation or merger or transfer, had the Holder of such Warrant exercised
his right to purchase and had said Share been issued and outstanding, and had
such Holder been the holder of record of such Share at the time of such
consolidation or merger or transfer.
(c) In case the Corporation shall at any time prior to the exercise of
a warrant make any distribution of its assets to holders of its Common Stock by
liquidating or partial liquidating dividend or by way of return of capital, or
other than as a dividend payable out of earnings or any surplus legally
available for dividends under the laws of the State of New York, then the Holder
of a warrant who thereafter exercises the same as herein provided after the date
of record for the determination of those holders of Common Stock entitled to
such distribution of assets, shall be entitled to receive for the purchase
price, in addition to each Share, the amount of such assets (or at the option of
the Corporation a sum equal to the value thereof at the time of such
distribution to holders of Common Stock as such value is determined by the Board
of Directors of the Corporation in good faith) which would have been payable to
such Holder had he been the holder of record of such Share receivable upon
exercise of such Warrant on the record date for the determination of those
entitled to such distribution.
(d) In case of the dissolution, liquidation or winding-up of the
Corporation, all rights under the Warrants shall terminate on a date fixed by
the Corporation, such date so fixed to be not earlier than the date of the
commencement of the proceedings for such dissolution, liquidation or winding-up
and not later than thirty days after such commencement date. In any such case of
termination of purchase rights the Corporation shall give notice of such
termination date to the registered Holder hereof.
14. Notices to Warrantholders.
Upon any adjustment of the Exercise Price pursuant to paragraph 13
hereof, the Company within 20 calendar days thereafter shall (i) cause to be
filed with the Warrant Agent a certificate signed by the accounting officer
setting forth the Exercise Price after the adjustment and setting forth in
reasonable detail the method of calculation and the facts upon which the
calculations are based and setting forth the number of Shares purchasable upon
exercise of a Warrant after the adjustment in the Exercise Price, which
certificate shall be conclusive evidence of the correctness of the matters set
forth therein and (ii) cause to be given to the registered holders of
outstanding Warrants at their respective addresses appearing on the Warrant
register written notice of the adjustment by first-class mail, postage prepaid.
Where appropriate, the notice may be given in advance and included as a part of
the notice to be mailed under the other provisions of this paragraph 14.
Upon the fixing of an Expiration Date other than pursuant to paragraph 7
hereof, the Company shall cause written notice by first-class mail, postage
prepaid, of the Expiration Date to be given as soon as practicable to the
Warrant Agent and to the registered holders of the outstanding Warrants at their
respective addresses appearing on the Warrant register.
In case:
(a) the Company shall authorize the issuance to all holders of
Shares of rights or warrants to subscribe for or purchase
capital stock of the Company or of any other subscription
rights or warrants; or
(b) the Company shall authorize the distribution to all
holders of Shares of evidences of its indebtedness or assets
(other than cash dividends or cash distributions payable out
of consolidated earnings or earned surplus or dividends
payable in Shares); or
(c) of any consolidation or merger to which the Company is a
party and for which approval of any stockholders of the
Company is required, or of the conveyance or transfer of the
properties and assets of the Company substantially as an
entirety, or of any capital reorganization or any
reclassification of the Shares (other than a change in par
value, or from par value to no par value, or from no par value
to par value, or as a result of a subdivision or combination);
or
(d) of the voluntary or involuntary dissolution, liquidation
or winding up of the Company; or
(e) the Company takes any other action which would require an
adjustment of the Exercise Price pursuant to paragraph 13
hereof;
then the Company shall cause to be filed with the Warrant Agent and shall cause
to be given to the registered holders of the outstanding Warrants at their
respective addresses appearing on the Warrant register, by first-class mail,
postage prepaid, a written notice stating (i) the date as of which the holders
of record of Shares to be entitled to receive any rights, warrants or
distribution are to be determined or (ii) the date on which any consolidation,
merger, conveyance, transfer, reorganization, reclassification, dissolution,
liquidation or winding up is expected to become effective, and the date as of
which it is expected that record Shareholders shall be entitled to exchange the
Shares for securities or other property, if any, deliverable upon the
consolidation, merger, conveyance, transfer, reorganization, reclassification,
dissolution, liquidation or winding up. Such notice shall be filed and mailed in
the case of a notice pursuant to clause (i) above at least 10 calendar days
before the record date specified, and, in the case of a notice pursuant to
clause (ii) above, at least 20 calendar days before the earlier of the dates
specified. The failure to give the notice required by this paragraph 14 or any
defect therein shall not affect the legality or validity of any distribution,
right, warrant, consolidation, merger, conveyance, transfer, reorganization,
reclassification, dissolution, liquidation or winding up or the vote upon such
action.
Nothing contained in the Agreement or in any of the Warrant
Certificates shall be construed as conferring upon the holders thereof the right
to vote or to consent or to receive notice as Shareholders in respect of the
meetings of Shareholders or the election of directors of the Company or any
other matter, or any rights whatsoever as Shareholders.
15. Merger, Consolidation or Change of Name of Warrant Agent.
Any corporation into which the Warrant Agent may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Warrant Agent shall be a party,
or any corporation succeeding to the corporate trust business of the Warrant
Agent, shall be the successor to the Warrant Agent hereunder without the
execution of the Parties, provided that such corporation would be eligible for
appointment as successor Warrant Agent under the provisions of paragraph 18
hereof. If at the time the successor to the Warrant Agent shall succeed under
the Agreement, any Warrant Certificates shall have been countersigned but not
delivered, the successor to the Warrant Agent may adopt the countersignature of
the Warrant Agent; and if at that time any Warrant Certificates shall not have
been countersigned, any successor to the Warrant Agent may countersign such
Warrant Certificates either in the name of the Warrant Agent or in its name, and
in all the foregoing cases, Warrants shall have the full force provided in the
Warrant Certificates and in the Agreement.
In case at any time the name of the Warrant Agent shall be changed and
at such time any of the Warrant Certificates shall have been countersigned but
not delivered, the Warrant Agent whose name has changed may adopt the
countersignature under its prior name, and in case at that time any Warrant
Certificates shall not have been countersigned, the Warrant Agent may
countersign such Warrant Certificates either in its prior name or in its changed
name, and in all such cases such Warrants shall have the full force provided in
the Warrants and in the Agreement.
16. Warrant Agent.
The Warrant Agent undertakes the duties and obligations imposed by the
Agreement upon the following terms and conditions, by all of which the Company
and the holders of Warrants, by their acceptance thereof, shall be bound:
(a) The statements contained herein and in the Warrant Certificates
shall be taken as statements of the Company and the Warrant Agent assumes no
responsibility for their correctness, except such as describe the Warrant Agent
or action taken or to be taken by it. The Warrant Agent assumes no
responsibility with respect to the execution, delivery or distribution of the
Warrant Certificates except as herein otherwise provided.
(b) The Warrant Agent shall not be responsible for any failure of the
Company to comply with any of the covenants contained herein or in the Warrant
Certificates nor shall it at any time be under any duty or responsibility to any
Warrantholder to make or cause to be made any adjustment in the Exercise Price
(except as instructed by the Company), or to determine whether any facts exist
which may require any adjustments, or with respect to the nature or extent of or
method employed in making any adjustments when made.
(c) The Warrant Agent may consult at any time with counsel satisfactory
to it (who may be counsel for the Company) and the Warrant Agent shall incur no
liability or responsibility to the Company or to any holder of a Warrant in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in accordance with the opinion or the advice of counsel.
(d) The Warrant Agent shall incur no liability or responsibility to the
Company or to any holder of a Warrant for any action taken in reliance on any
notice, resolution, waiver, consent, order, certificate, or other paper,
document or instrument believed by it to be genuine and to have been signed,
sent or presented by the proper party or parties.
(e) The Company agrees to pay to the Warrant Agent reasonable
compensation for all services rendered by the Warrant Agent hereunder, to
reimburse the Warrant Agent upon demand for all expenses, taxes and governmental
charges and other charges of any kind and nature incurred by the Warrant Agent
in the execution of its duties hereunder, and to indemnify the Warrant Agent and
save it harmless against any and all losses, liabilities and expenses, including
judgments, costs and counsel fees, for anything done or omitted by the Warrant
Agent arising out of or in connection with the Agreement except as a result of
its negligence or bad faith.
(f) The Warrant Agent shall be under no obligation to institute any
action, suit or legal proceedings or to take any other action likely to involve
expense unless the Company or one or more registered holders of the Warrants
shall furnish the Warrant Agent with reasonable security and indemnity for any
costs and expenses which may be incurred. All rights of action under the
Agreement or under any of the Warrants may be enforced by the Warrant Agent
without the possession of any Warrant Certificates or the production thereof at
any trial or other proceeding relative thereto, and any action, suit or
proceeding instituted by the Warrant Agent shall be brought in its name as
Warrant Agent, and any recovery of judgment shall be for the ratable benefit of
the registered holders of the Warrants, as their respective rights or interests
may appear.
(g) The Warrant Agent, and any Shareholder, director, officer or
employee thereof, may buy, sell or deal in any of the Warrants or other
securities of the Company or become pecuniarily interested in any transaction in
which the Company may be interested, or contract with or lend money to the
Company or otherwise act as fully and freely as though it were not Warrant Agent
under the Agreement. Nothing herein shall preclude the Warrant Agent from acting
in any other capacity for the Company or for any other legal entity.
(h) The Warrant Agent shall act hereunder solely as agent for the
Company, and its duties shall be determined solely by the provisions hereof. The
Warrant Agent shall not be liable for anything it may do or refrain from doing
in connection with the Agreement except for its own negligence or bad faith.
(i) The Company will perform, execute, acknowledge and deliver or cause
to be performed, executed, acknowledged and delivered all further and other
acts, instruments and assurances as may reasonably be required by the Warrant
Agent for the carrying out or performing of the provisions of the Agreement.
(j) The Warrant Agent shall not be under any responsibility in respect
of the validity of the Agreement or the execution and delivery hereof (except
its countersignature thereof); nor shall the Warrant Agent by any act hereunder
be deemed to make any representation or warranty as to the authorization or
reservation of the Shares to be issued pursuant to the Agreement or any Warrant
or as to whether the Shares will when issued be validly issued, fully paid and
non-assessable or as to the Exercise Price or the number of Shares issuable upon
exercise of any Warrant.
(k) The Warrant Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from the
Chairman of the Board, the President, the Secretary or an Assistant Secretary of
the Company, and to apply to those officers for advice or instructions in
connection with its duties, and shall not be liable for any action taken or
suffered to be taken by it in good faith in accordance with instructions of any
of those officers or in good faith reliance upon any statement signed by any one
of those officers of the Company with respect to any fact or matter (unless
other evidence in respect thereof is herein.specifically prescribed) which may
be deemed to be conclusively proved and established by such signed statement.
17. Disposition of Proceeds from Exercise.
The Warrant Agent shall account promptly to the Company with respect to
Warrants exercised and concurrently transfer to the Company all checks received
by the Warrant Agent on the purchase of Shares through the exercise of Warrants.
18. Change of Warrant Agent.
If the Warrant Agent shall resign (such resignation to become effective
not earlier than thirty days after the giving of written notice thereof to the
Company and the registered holders of Warrants) or becomes incapable of acting
as Warrant Agent, or upon the election of the Company which may be made at any
time, the Company shall appoint a successor. If the Company shall fail to make
that appointment within a period of thirty days after it has been so notified in
writing by the Warrant Agent or by the registered holder of a Warrant (in the
case of incapacity), then the registered holder of any Warrant may apply to any
court of competent jurisdiction for the appointment of a successor to the
Warrant Agent. Pending appointment of a successor to the Warrant Agent, either
by the Company or by such a court, the duties of the Warrant Agent shall be
carried out by the Company. After appointment the successor warrant agent shall
be vested with the same powers, rights, duties and responsibilities as if it had
been originally named as Warrant Agent without further act or deed; but the
former Warrant Agent shall deliver and transfer to the successor warrant agent
any property at the time held by it hereunder and execute and deliver, at the
expense of the Company, any further assurance, conveyance, act or deed necessary
for the purpose. Failure to give any notice provided for in this paragraph 18,
however, or any defect therein, shall not affect the legality or validity or the
removal of the Warrant Agent or the appointment of a successor warrant agent, as
the case may be.
19. Notices to the Company, Warrant Agent and Warrantholder.
Any notice or demand authorized by the 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 mail, first-class or
registered, postage prepaid, addressed (until another address is filed in
writing by the Company with the Warrant Agent) as follows:
PPA TECHNOLOGIES, INC.
000 Xxxxx Xx.,
Xxxxxxxxxx, XX 00000
Should the Company fail to maintain that office or agency or fail to
give notice of the location or of any change in the location thereof,
presentations may be made and notices and demands may be served at the principal
office of the Warrant Agent.
Any notice pursuant to the Agreement to be given by the Company or by the
registered holder of a Warrant to the Warrant Agent shall be sufficiently given
if sent by first-class mail, postage prepaid, addressed (until another address
is filed in writing by the Warrant Agent with the Company) to the Warrant Agent
as follows:
Liberty Transfer Co., Inc.
000 Xxx Xxxx Xxxxxx
Xxxxxxxxxx, Xxx Xxxx 00000
Any notice or demand authorized by the Agreement to be given or made by the
Warrant Agent or by the Company to any registered holder of any Warrant shall be
sufficiently given or made if sent by mail, first-class or registered, postage
prepaid, addressed to the Warrantholder at the address on file with the Warrant
Agent.
20. Supplements and Amendments.
The Company and the Warrant Agent may supplement or amend the Agreement
without the consent or concurrence of or notice to any holders of Warrants in
order to cure any ambiguity, manifest error or other mistake in the Agreement,
or to make any other provisions in regard to matters or questions arising
hereunder which the Company and the Warrant Agent may deem necessary or
desirable and which shall not adversely affect, alter or change the interests of
the holders of Warrants.
21. Successors.
All covenants and provisions the 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 hereunder.
22. Termination.
The Agreement shall terminate at the close of business ten days after
the Expiration Date of the Warrant. Notwithstanding the foregoing, the Agreement
will terminate on any earlier date if all Warrants have been exercised. The
provisions of paragraph 15 hereof shall survive that termination.
23. Governing Law.
The Agreement and each Warrant issued hereunder shall be deemed to be a contract
made under the laws of the State of New York and for all purposes shall be
construed in accordance therewith.
24. Benefits of the Agreement.
Nothing herein shall be construed to give to any person or corporation
other than the Company, the Warrant Agent and the registered holders of Warrants
any legal or equitable right, remedy or claim hereunder. The Agreement shall be
for the sole and exclusive benefit of the Company, the Warrant Agent and the
registered holders of Warrants.
25. Counterparts.
The Agreement may be executed in any number of counterparts and each of
the counterparts shall for all purposes be deemed to be an original, and all the
counterparts shall together constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have caused the Agreement to be duly
executed, as of the day and year first above written.
PPA TECHNOLOGIES, INC.
By:
Xxxxx Xxxxxx
President
LIBERTY TRANSFER CO., INC.
By:_________________________
