THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"),
OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE
WARRANT SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR PURSUANT TO AN EXEMPTION THEREFROM UNDER THE ACT
AND SUCH LAWS, SUPPORTED BY AN OPINION OF COUNSEL, REASONABLY
SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH
REGISTRATION IS NOT REQUIRED. THIS WARRANT AND THE COMPANY'S
SUBSCRIPTION AGREEMENT WITH THE HOLDER SET FORTH THE COMPANY'S
OBLIGATIONS TO REGISTER FOR RESALE THE WARRANT SHARES. A COPY OF
SUCH SUBSCRIPTION AGREEMENT IS AVAILABLE FOR INSPECTION AT THE
COMPANY'S OFFICE.
THIS WARRANT MAY NOT, IN ANY EVENT, BE TRANSFERRED TO ANY PERSON
OR ENTITY THAT IS NOT AN ACCREDITED INVESTOR WITHIN THE MEANING
OF RULE 501, PROMULGATED UNDER THE ACT.
No. _____ __________ Warrants
Void after 5:00 p.m., New York time on April 20, 2009
COMMON STOCK
PURCHASE WARRANT
OF
AQUACELL TECHNOLOGIES, INC.
1. This warrant certificate ("Warrant Certificate") certifies
that, for value received, __________________ (the "Warrant
Holder") is the owner of the number of common stock purchase
warrants ("Warrants") specified above, each of which entitles the
holder thereof to purchase, at any time during the period
commencing on the Commencement Date (as defined herein) and
ending on the Expiration Date (as defined herein), one fully paid
and non-assessable share of common stock, par value $.001 per
share ("Common Stock"), of AquaCell Technologies, Inc. (the
"Company"), a Delaware corporation, at a purchase price of $1.90
per share in lawful money of the United States of America in cash
or by check or a combination of cash and check, subject to
adjustment as hereinafter provided. This Warrant Certificate is
one of a series of Warrant Certificates of even date herewith.
2. WARRANT; EXERCISE PRICE.
2.1 Each Warrant shall entitle the Warrant Holder the
right to purchase one share of Common Stock of the Company
(individually, a "Warrant Share" severally, the "Warrant
Shares").
2.2 The purchase price payable upon exercise of each
Warrant ("Exercise Price") shall be $1.90. The Exercise Price and
number of Warrants evidenced by each Warrant Certificate are
subject to adjustment as provided in Section 9.
3. EXERCISE OF WARRANT; EXPIRATION DATE.
3.1 This Warrant is exercisable during the period
commencing on April 20, 2004 ("Commencement Date") and
ending on the Expiration Date, in whole or from time to time in
part, at the option of the Warrant Holder, upon surrender of
this Warrant Certificate to the Company together with a duly
completed form of exercise attached hereto and payment of an
amount equal to the then applicable Exercise Price multiplied
by the number of Warrant Shares then being purchased upon such
exercise.
3.2 Each exercise of this Warrant shall be deemed to
have been effected immediately prior to the close of business on
the day on which this Warrant Certificate shall have been
surrendered to the Company as provided in subsection 3.1. At such
time, the person or persons in whose name or names any
certificates for Warrant Shares shall be issuable upon such
exercise as provided in subsection 3.3 below shall be deemed to
have become the holder or holders of record of the Warrant Shares
represented by such certificates.
3.3 Within three (3) business days after the exercise
of the purchase right represented by this Warrant, the Company at
its expense will use its best efforts to cause to be issued in
the name of, and delivered to, the Warrant Holder, or, subject to
the terms and conditions hereof, to such other individual or
entity as such Warrant Holder (upon payment by such Warrant
Holder of any applicable transfer taxes) may direct:
(a) a certificate or certificates for the number
of full Warrant Shares to which such Warrant Holder shall be
entitled upon such exercise plus, in lieu of any fractional
share to which such Warrant Holder would otherwise be entitled,
cash in an amount determined pursuant to Section 10 hereof, and
(b) in case such exercise is in part only, a new
Warrant or Warrants (dated the date hereof) of like tenor,
stating on the face or faces thereof the number of shares
currently stated on the face of this Warrant minus the number of
such shares purchased by the Warrant Holder upon such exercise as
provided in subsection 3.1 (prior to any adjustments made thereto
pursuant to the provisions of this Warrant).
3.4 The term "Expiration Date" shall mean 5:00 p.m.,
New York time on April 20, 2009, or if such date shall in the
State of New York be a holiday or a day on which banks are
authorized to close, then 5:00 p.m., New York time 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 or in the event of
any merger, consolidation, or sale of substantially all the
assets of the Company as, an entirety, resulting in any
2
distribution to the Company's stockholders, prior to the
Expiration Date, the Warrant Holder shall have the right to
exercise this Warrant commencing at such time through the
Expiration Date into the kind and amount of shares of stock and
other securities and property (including cash) receivable by a
holder of the number of shares of Common Stock into which this
Warrant might have been exercisable immediately prior thereto.
4. REGISTRATION AND TRANSFER ON COMPANY BOOKS.
4.1 The Company shall maintain books for the
registration and transfer of Warrant Certificates.
4.2 Prior to due presentment for registration of
transfer of this Warrant Certificate, the Company may deem and
treat the registered holder as the absolute owner thereof.
4.3 The Company shall register upon its books any
transfer of a Warrant Certificate upon surrender of same to the
Company accompanied (if so required by the Company) by a written
instrument of transfer duly executed by the registered holder or
by a duly authorized attorney. Upon any such registration of
transfer, new Warrant Certificate(s) shall be issued to the
transferees and the surrendered Warrant Certificate shall be
canceled by the Company. A Warrant Certificate may also be
exchanged, at the option of the holder, for new Warrant
Certificates representing in the aggregate the number of Warrants
evidenced by the Warrant Certificate surrendered.
5. RESERVATION OF SHARES. The Company covenants that it will
at all times reserve and keep available out of its authorized
Common Stock, solely for the purpose of issue upon exercise of
the Warrants, such number of Warrant Shares as shall be issuable
upon the exercise of all outstanding Warrants. The Company
covenants that all Warrant Shares issuable upon exercise of the
Warrants shall be duly and validly issued and fully paid and non-
assessable and free from all taxes, liens and charges with
respect to the issue thereof, and that upon issuance such shares
shall be listed on each national securities exchange, if any, on
which the other shares of outstanding Common Stock of the Company
are then listed.
6. EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OR MUTILATION OF
WARRANT CERTIFICATE. This Warrant Certificate is exchangeable,
without expense, at the option of the Warrant Holder, upon
presentation and surrender hereof to the Company or at the office
of its stock transfer agent, if any, for other warrants of
different denominations entitling the holder thereof to purchase
in the aggregate the same number of shares of Common Stock
purchasable hereunder. Subject to the terms of this Section 6,
upon surrender of this Warrant Certificate to the Company at its
principal office or at the office of its transfer agent, if any,
with the Assignment Form annexed hereto duly executed and funds
sufficient to pay any transfer tax, the Company shall, without
charge, execute and deliver a new Warrant Certificate in the name
of the assignee named in such instrument of assignment and this
Warrant Certificate shall be promptly canceled. This Warrant may
be divided or combined with other warrants which carry the same
rights upon presentation hereof at the principal office of the
Company or at the office of its stock transfer agent, if any,
3
together with a written notice specifying the names and
denominations in which new Warrants are to be issued and signed
by the Warrant Holder hereof. The term "Warrant Certificate" as
used herein includes any Warrant Certificates into which this
Warrant Certificate may be divided or exchanged. Upon receipt by
the Company of reasonable evidence of the ownership of and the
loss, theft, destruction or mutilation of this Warrant
Certificate and, in the case of loss, theft or destruction, of
indemnity reasonably satisfactory to the Company, or, in the case
of mutilation, upon surrender and cancellation of the mutilated
Warrant Certificate, the Company shall execute and deliver in
lieu thereof a new Warrant Certificate of like tenor and date
representing an equal number of Warrants.
7. REDEMPTION. INTENTIONALLY OMITTED
8. LIMITATION ON SALES. Each holder of this Warrant
acknowledges that this Warrant and the Warrant Shares have not
been registered under the Securities Act, as of the date of
issuance hereof and agrees not to sell, pledge, distribute, offer
for sale, transfer or otherwise dispose of this Warrant, or any
Warrant Shares issued upon its exercise, in the absence of (i) an
effective registration statement under the Securities Act as to
this Warrant or such Warrant Shares, as the case may be, under
any applicable Blue Sky or state securities law then in effect or
(ii) an opinion of counsel, satisfactory to the Company, that
such registration and qualification are not required. In
addition, this Warrant only may be transferred to a transferee
who certifies in writing to the Warrant Holder and to the Company
that such transferee is an "accredited investor" within the
meaning of Rule 501(a) promulgated by the Securities and Exchange
Commission ("Commission") under the Securities Act.
The Company shall be under no obligation to issue the shares
covered by such exercise unless and until the Warrant Holder
shall have executed an investment letter in form and substance
satisfactory to the Company, including a warranty at the time of
such exercise that it is then an "accredited investor" within the
meaning of Rule 501(c) promulgated by the Commission under the
Securities Act, is acquiring such shares for its own account, and
will not transfer the Warrant Shares unless pursuant to an
effective and current registration statement under the Securities
Act or an exemption from the registration requirements of the
Securities Act and any other applicable restrictions, in which
event the Warrant Holder shall be bound by the provisions of a
legend or legends to such effect that shall be endorsed upon the
certificate(s) representing the Warrant Shares issued pursuant
to such exercise. In such event, the Warrant Shares issued upon
exercise hereof shall be imprinted with a legend in substantially
the following form:
"This security has been acquired for investment and has
not been registered under the Securities Act of 1933,
as amended, or applicable state securities laws. This
security may not be sold, pledged or otherwise
transferred in the absence of such registration or
pursuant to an exemption therefrom under said Act and
such laws, supported by an opinion of counsel,
reasonably satisfactory to the Company and its counsel,
that such registration is not required."
4
9. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES
DELIVERABLE. The Exercise Price and the number of Warrant Shares
purchasable pursuant to each Warrant shall be subject to
adjustment from time to time as hereinafter set forth in this
Section 9:
(a) In case, prior to the expiration of this Warrant
Certificate by exercise or by its terms, the Company shall
issue any shares of its Common Stock as a stock dividend or
subdivide the number of outstanding shares of its Common Stock
into a greater number of shares, then in either of such cases,
the then applicable Exercise Price per Warrant Share
purchasable pursuant to this Warrant Certificate in effect at
the time of such action shall be proportionately reduced and the
number of Warrant Shares at that time purchasable pursuant to
this Warrant Certificate shall be proportionately increased;
and conversely, in the event the Company shall reduce the number
of outstanding shares of Common Stock by combining such shares
into a smaller number of shares, then, in such case, the then
applicable Exercise Price per Warrant Share purchasable pursuant
to this Warrant Certificate in effect at the time of such
action shall be proportionately increased and the number of
Warrant Shares at that time purchasable pursuant to this Warrant
Certificate shall be proportionately decreased. If the Company
shall, at any time during the life of this Warrant Certificate,
declare a dividend payable in cash on its Common Stock and shall
at substantially the same time offer to its stockholders a
right to purchase new Common Stock from the proceeds of such
dividend or for an amount substantially equal to the dividend,
all Common Stock so issued shall, for the purpose of this Warrant
Certificate, be deemed to have been issued as a stock
dividend. Any dividend paid or distributed upon the Common Stock
in stock of any other class of securities convertible into shares
of Common Stock shall be treated as a dividend paid in Common
Stock to the extent that shares of Common Stock are issuable upon
conversion thereof.
(b) In case, prior to the expiration of this
Warrant Certificate by exercise or by its terms, the Company
shall be recapitalized by reclassifying its outstanding Common
Stock, (other than a change in par value to no par value), or the
corporation or a successor corporation shall consolidate or merge
with or convey all or substantially all of its or of any
successor corporation's property and assets to any other
corporation or corporations (any such other corporations being
included within the meaning of the term "successor corporation"
hereinbefore used in the event of any consolidation or merger of
any such other corporation with, or the sale of all or
substantially all of the property of any such other corporation
to, another corporation or corporations), then, as a condition of
such recapitalization, consolidation, merger or conveyance,
lawful and adequate provision shall be made whereby the holder of
this Warrant Certificate shall thereafter have the right
to purchase, upon the basis and on the terms and conditions
specified in this Warrant Certificate, in lieu of the Warrant
Shares theretofore purchasable upon the exercise of this Warrant
Certificate, such shares of stock, securities or assets as may
be issued or payable with respect to, or in exchange for the
number of Warrant Shares theretofore purchasable upon the
exercise of this Warrant Certificate, had such recapitalization,
consolidation, merger, or conveyance not taken place; and in any
such event, the rights of the Warrant Holder to any adjustment in
the number of Warrant Shares purchasable upon the exercise
of this Warrant Certificate, as hereinbefore provided, shall
continue and be preserved in respect of any stock which the
Warrant Holder becomes entitled to purchase.
5
(c) In case the Company at any time while this Warrant
Certificate shall remain unexpired and unexercised shall
sell all or substantially all of its property or dissolve,
liquidate, or wind up its affairs, lawful provision shall be made
as part of the terms of any such sale, dissolution, liquidation
or winding up, so that the holder of this Warrant
Certificate may thereafter receive upon exercise hereof in lieu
of each Warrant Share that it would have been entitled to
receive, the same kind and amount of any securities or assets as
may be issuable, distributable or payable upon any such sale,
dissolution, liquidation or winding up with respect to each share
of Common Stock of the Company, provided, however, that in any
case of any such sale or of dissolution, liquidation or winding
up, the right to exercise this Warrant Certificate shall
terminate on a date fixed by the Company; such date so fixed to
be not earlier than 5:00 p.m., New York time, on the forty-fifth
day next succeeding the date on which notice of such termination
of the right to exercise this Warrant Certificate has been given
by mail to the registered holder of this Warrant Certificate
at its address as it appears on the books of the Company.
(d) No adjustment in the per share Exercise Price shall
be required unless such adjustment would require an increase or
decrease in the Exercise Price by at least $0.01; provided,
however, that any adjustments that by reason of this subsection
are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations
under this Section 9 shall be made to the nearest cent or to the
nearest 1/100th of a share, as the case may be.
(e) The Company will not, by amendment of its Restated
Certificate of Incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek
to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Company but will at all
times in good faith assist in the carrying out of all the
provisions of this Section 9 and in the taking of all such
actions as may be necessary or appropriate in order to protect
against impairment of the rights of the Warrant Holder to
adjustments in the Exercise Price.
(f) Upon the happening of any event requiring an
adjustment of the Exercise Price hereunder, the Company shall
give written notice thereof to the Warrant Holder stating the
adjusted Exercise Price and the adjusted number of Warrant
Shares resulting from such event and setting forth in reasonable
detail the method of calculation and the facts upon which such
calculation is based.
(g) The Company may deem and treat the registered
holder of the Warrant Certificate at any time as the absolute
owner hereof for all purposes, and shall not be affected by any
notice to the contrary.
(h) This Warrant Certificate shall not entitle any
holder thereof to any of the rights of stockholders, and shall
not entitle any holder thereof to any dividend declared upon
the Common Stock unless the holder shall have exercised the
within Warrant Certificate and purchased the shares of Common
Stock prior to the record date fixed by the Board of Directors
for the determination of holders of Common Stock entitled to
said dividend.
6
10. FRACTIONAL SHARES. No fractional shares shall be issued
upon the exercise fraction of a share called for upon any
exercise hereof. The Company shall pay to the Warrant Holder an
amount in cash on the basis of the "last sale price" (as defined
in Section 7) on the trading day prior to the date of exercise.
11. VOLUNTARY ADJUSTMENT BY THE COMPANY. The Company may,
at its option, at any time during the term of the Warrants,
reduce the then current Exercise Price to any amount deemed
appropriate by the Board of Directors of the Company and/or
extend the date of the expiration of the Warrants.
12. REGISTRATION RIGHTS OF WARRANT HOLDER. The Company has
agreed to register the Warrant Shares for resale in accordance
with the Subscription Agreement entered into between the Company
and the Warrant Holder.
13. RIGHTS OF THE HOLDER. The Warrant Holder shall not, by
virtue hereof, be entitled to any rights of a stockholder in the
Company, either at law or equity, and the rights of the Warrant
Holder are limited to those expressed in the Warrant Certificate
and are not enforceable against the Company except to the extent
set forth herein.
14. NOTICES OF RECORD DATE. In case:
(a) the Company shall take a record of the holders of
its Common Stock (or other stock or securities at the time
deliverable upon the exercise of this Warrant) for the purpose
of entitling or enabling them to receive any dividend or other
distribution, or to receive any right to subscribe for or
purchase any shares of any class or any other securities, or to
receive any other right, or
(b) of any capital reorganization of the Company, any
reclassification of the capital stock of the Company, any
consolidation or merger of the Company with or into another
corporation (other than a consolidation or merger in which the
Company is the surviving entity), or any transfer of all or
substantially all of the assets of the Company, or
(c) of the voluntary or involuntary dissolution,
liquidation or winding-up of the Company, then, and in each such
case, the Company will mail or cause to be mailed to the Warrant
Holder a notice specifying, as the case may be, (i) the date on
which a record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of
such dividend, distribution or right, or (ii) the effective date
on which such reorganization, reclassification, consolidation,
merger, transfer, dissolution, liquidation or winding-up is to
7
take place, and the time, if any is to be fixed, as of which the
holders of record of Common Stock (or such other stock or
securities at the time deliverable upon the exercise of this
Warrant) shall be entitled to exchange their shares of
Common Stock (or such other stock or securities) for securities
or other property deliverable upon such reorganization,
reclassification, consolidation, merger, transfer, dissolution,
liquidation or winding-up. Such notice shall be mailed at least
twenty (20) days prior to the record date or effective date for
the event specified in such notice, provided that the failure to
mail such notice shall not affect the legality or validity of
any such action.
15. SUCCESSORS. The rights and obligations of the parties to
this Warrant will inure to the benefit of and be binding upon the
parties hereto and their respective heirs, successors, assigns,
pledgees, transferees and purchasers. Without limiting the
foregoing, the registration rights referred to in Section 12 of
this Warrant shall inure to the benefit of the Warrant Holder and
all the Warrant Holder's successors, heirs, pledgees, assignees,
transferees and purchasers of this Warrant and the Warrant Shares.
16. CHANGE OR WAIVER. Any term of this Warrant may be
changed or waived only by an instrument in writing signed by the
party against whom enforcement of the change or waiver is sought.
17. HEADINGS. The headings in this Warrant are for purposes
of reference only and shall not limit or otherwise affect the
meaning of any provision of this Warrant.
18. GOVERNING LAW. This Warrant shall be governed by and
construed in accordance with the laws of the State of Delaware
as such laws are applied to contracts made and to be fully
performed entirely within that state between residents of that
state except to the extent the laws of the State of Delaware
mandatorily apply because the Company is incorporated in the
State of Delaware.
19. JURISDICTION AND VENUE. The Company (i) agrees that any
legal suit, action or proceeding arising out of or relating to
this Warrant shall be instituted exclusively in California
Superior Court, County of San Bernardino or in the United States
District Court for the Central District of California, (ii)
waives any objection to the venue of any such suit, action or
proceeding and the right to assert that such forum is not a
convenient forum, and (iii) irrevocably consents to the
jurisdiction of the California Superior Court, County of San
Bernardino or in the United States District Court for the Central
District of California in any such suit, action or proceeding,
and the Company further agrees to accept and acknowledge service
or any and all process that may be served in any such suit,
action or proceeding in California Superior Court, County of San
Bernardino or in the United States District Court for the Central
District of California in person or by certified mail addressed
as provided in the following Section.
20. MAILING OF NOTICES, ETC. All notices and other
communications under this Warrant (except payment) shall be in
writing and shall be sufficiently given if delivered to the
addressees in person, by Federal Express or similar overnight
courier service, or if mailed, postage prepaid, by certified
mail, return receipt requested, as follows:
8
Registered Holder: To his or her last known address
as indicated on the Company's
books and records.
The Company: AquaCell Technologies, Inc.
00000 Xxxxxxxxx Xxxxxx
Xxxxxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx, Chief Executive Officer
or to such other address as any of them, by notice to the others,
may designate from time to time. Notice shall be deemed given
(a) when personally delivered, (b) the scheduled delivery date if
sent by Federal Express or other overnight courier service or (c)
the fifth day after sent by certified mail.
[THE BALANCE OF THIS PAGE LEFT INTENTIONALLY BLANK.]
9
Executed this 20th day of April, 2004.
AQUACELL TECHNOLOGIES, INC.
By: /s/ Xxxxx Xxxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxxx
Title: President
10
NOTICE OF EXERCISE
To Be Executed by the Warrant Holder
In Order to Exercise Warrants
The undersigned Warrant Holder hereby irrevocably elects to
exercise ______ Warrants represented by this Warrant, and to
purchase the shares of Common Stock issuable upon the exercise of
such Warrants, and requests that certificates for such shares
of Common Stock shall be issued in the name of
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
_______________________________
_________________________________________________________________
_________________________________________________________________
(Please print or type name and address)
and be delivered to
_________________________________________________________________
_________________________________________________________________
(Please print or type name and address)
and if such number of Warrants shall not be all the Warrants
evidenced by this Warrant Certificate, that a new Warrant
Certificate for the balance of such Warrants be registered in
the name of, and delivered to, the registered Warrant Holder at
the address stated below.
Dated:__________________ ___________________________________
(Signature of Registered Holder)
___________________________________
___________________________________
(Address)
___________________________________
(Taxpayer Identification Number)
___________________________________
Signature Guaranteed
THE SIGNATURE ON THE EXERCISE FORM OR THE ASSIGNMENT FORM MUST
CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS WARRANT
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A
COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN
STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE
OR MIDWEST STOCK EXCHANGE.
11
ASSIGNMENT FORM
To be executed by the Warrant Holder
In order to Assign Warrants
FOR VALUE RECEIVED,________________________________ hereby sell,
assigns and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
_______________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
(Please print or type name and address)
______________________ of the Warrants represented by this
Warrant, and hereby irrevocably constitutes and appoints
________________________ Attorney to transfer this Warrant on the
books of the Company, with full power of substitution in the
premises.
Dated:__________________ ___________________________________
(Signature of Registered Holder)
___________________________________
(Signature Guaranteed)
THE SIGNATURE ON THE EXERCISE FORM OR THE ASSIGNMENT FORM MUST
CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS WARRANT
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A
COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN
STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE
OR MIDWEST STOCK EXCHANGE.
CERTIFICATION OF STATUS OF TRANSFEREE
TO BE EXECUTED BY THE TRANSFEREE OF THIS WARRANT
The undersigned transferee hereby certifies to the registered
holder of this Warrant Certificate and to AquaCell Technologies,
Inc. that the transferee is an "accredited investor" within
the meaning of Rule 501 of Regulation D promulgated under
the Securities Act of 1933, as amended.
Dated:_____________________ __________________________________
(Signature of Registered Holder)
12
