TTR Inc.
and
NORTH AMERICAN TRANSFER CO.
------------
REDEEMABLE WARRANT
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WARRANT AGREEMENT
Dated as of ___________, 1996
AGREEMENT dated as of ____________, 1996, between TTR Inc., a
Delaware corporation (hereinafter called the Company), and North American
Transfer Co., a New York corporation, as Warrant and Transfer Agent
(hereinafter called the "Warrant Agent").
WHEREAS, the Company proposes to issue and sell to the public an
aggregate of 1,275,000 (75,000 shares by certain Selling Stockholders) shares of
Common Stock, $.001 par value (hereinafter referred to as "Common Stock or
Common Shares") and 600,000 Redeemable Warrants, each to purchase one Share of
Common Stock at a purchase price of $7.20 each during the five year period
commencing six (6) months from the date of the Company's Prospectus
(the "Redeemable Warrants") (plus an additional 120,000 shares of Common Stock
and 60,000 Warrants to cover over-allotments). The Redeemable Warrants are
redeemable by the Company at any time commencing thirty (30) days from the
date of the Prospectus upon 30 days notice at a redemption price of $.25
each, provided that the closing bid quotation of the
Common Stock for each of the 20 trading days ending on the third day prior to
the day on which the Company gives notice has been at least $13.68. The
Redeemable Warrants remain exercisable during the 30 day notice period; 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 issuance, registration, transfer, exchange and exercise of the Warrants;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto agree as follows:
Section 1. Appointment of Warrant Agent. The Company hereby
appoints the Warrant Agent to act for the Company in accordance with the
instructions hereinafter in this Agreement set forth, and the Warrant Agent
hereby accepts such appointment.
Section 2. Form of Warrants. The text of the Warrants and of the
form of election to purchase shares as is printed on the reverse thereof as now
outstanding, is substantially as set forth respectively in Exhibit A attached
hereto. The per share Warrant Price and the number of shares issuable upon
exercise of the Warrants are subject to adjustment upon the occurrence of
certain events, all as hereinafter provided. The Warrants shall be executed on
behalf of the Company by the manual or facsimile signature of the present or any
future President or Vice President of the Company, under its corporate seal,
affixed or in facsimile, attested by the manual or facsimile signature of the
present or any future Secretary or Assistant Secretary of the Company.
The Warrants will be dated as of the date of issuance by the Warrant
Agent either upon initial issuance or upon transfer or exchange.
Section 3. Countersignature and Registration. The Warrant Agent
shall maintain books for the transfer and registration of Warrants. Upon the
initial issuance of the Warrants, the Warrant Agent shall issue and register the
Warrants in the names of the respective holders thereof. The Warrants shall be
countersigned manually or by facsimile by the Warrant Agent (or by any successor
to the Warrant Agent then acting as Warrant Agent under this Agreement) and
shall not be valid for any purpose unless so countersigned. Warrants may be so
countersigned, however, by the Warrant Agent (or by its successor as warrant
agent) and be delivered by the Warrant Agent, notwithstanding that the persons
whose manual or facsimile signatures appear thereon as proper officers of the
Company shall have ceased to be such officers at the time of such
countersignature or delivery.
Section 4. Transfers and Exchanges. The Warrant Agent shall
transfer, from time to time, any outstanding Warrants upon the books to be
maintained by the Warrant Agent for that purpose, upon surrender thereof for
transfer properly endorsed or accompanied by appropriate instructions for
transfer. Upon any such transfer, a new Warrant shall be issued to the
transferee and the surrendered Warrant shall be delivered by the Warrant Agent.
Warrants so canceled shall be delivered by the Warrant Agent to the Company from
time to time upon request. Warrants may be exchanged at the option of the holder
thereof, when surrendered at the office of the Warrant Agent, for another
Warrant, or other Warrants of different denominations, of like tenor and
representing in the aggregate the right to purchase a like number of Common
Shares.
Section 5. Rights of Redemption by Company. The Warrants are
redeemable by the Company at any time commencing thirty (30) days from the date
of this Prospectus upon 30 days notice at a redemption price of $.25 each,
provided that the closing bid quotation of the Common Stock for each of the 20
trading days ending on the third day prior to the day on which the Company gives
notice has been at least $13.68. The holder of any Warrants so called, and not
either converted or tendered back to the Company by the end of the date
specified in the Notice of Call, will be entitled only to the redemption price
of such Redeemable Warrant, if redeemed, and forfeit his right to so exercise.
Section 6. Exercise of Warrants. Subject to the provisions of
this Agreement, each registered holder of a Warrant shall have the right to
purchase one (1) share of Common
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Stock at a price of $7.20 each during the period commencing six (6) months from
the date of the Company's Prospectus and ending five (5) years from the date of
the Prospectus. The Company shall issue and sell to such registered holder of
Warrants the number of fully paid and non-assessable shares of Common Stock
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 for the
Warrant exercise 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 any 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 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
and 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 aforesaid
transfer books, unless otherwise required by law or by applicable rule of
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
Agent, will supply the Warrant Agent with Warrants duly executed on behalf of
the Company for such purpose.
Section 7. Payment of Taxes. The Company will pay any documentary
stamp taxes attributable to the initial issuance of Common Shares issuable upon
the exercise of Warrants; 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 or delivery of any
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certificates for Common Shares in a name other than that of the registered
holder of Warrants in respect of which such Shares are issued, and in such case,
neither the Company nor the Warrant Agent shall be required to issue or deliver
any certificate for Common Shares or any Warrant until the person requesting the
same has paid to the Company the amount of such tax or has established to the
Company's satisfaction that such tax has been paid.
Section 8. Mutilated or Missing Warrants. In case any of the
Warrants shall be mutilated, lost, stolen or destroyed, the Company may, it its
discretion, issue and the Warrant Agent shall countersign and deliver in
exchange and substitution for and upon cancellation of the mutilated Warrant(s),
or in lieu of substitution for the Warrant lost, stolen or destroyed, a new
Warrant of like tenor and representing an equivalent right or interest, but only
upon receipt of evidence satisfactory to the Company and the Warrant Agent of
such loss, theft or destruction of such Warrant, and indemnity, if requested,
also satisfactory to them. Applicants for such substitute Warrants shall also
comply with such other reasonable regulations and pay such reasonable charges as
the Company or the Warrant Agent may prescribe.
Section 9. Reservation of Common Shares. There have been
reserved, and the Company shall at all times keep reserved, out of the
authorized and unissued Common Shares, a number of Shares sufficient to provide
for the exercise of the rights of purchase represented by the Warrants, and the
Transfer Agent for the Common Shares and every subsequent transfer agent for any
Shares of the Company's capital stock issuable upon the exercise of any of the
rights of purchase aforesaid are hereby irrevocably authorized and directed at
all times to reserve such number of authorized and unissued Shares as shall be
requisite for such purpose. The Company agrees that all Common Shares issued
upon exercise of the Warrants shall be, at the time of delivery of the
certificates for such Common Shares, validly issued and outstanding, fully paid
and non-assessable and listed on any national security exchange upon which the
other Common Shares are then listed. The Company will file such Registration
Statement pursuant to the Securities Act of 1933 with respect to the Common
Shares as may be necessary to permit it to deliver to each person exercising a
Warrant, a Prospectus meeting the requirements of Section 11(a)(3) of such
Securities Act and otherwise complying therewith, and will deliver such a
Prospectus to each such person. The Company will keep a copy of this Agreement
on file with the Transfer Agent for the Common Shares and with every subsequent
transfer agent for any Shares of the Company's capital stock issuable upon the
exercise of the rights of purchase represented by the Warrants. The Warrant
Agent is hereby irrevocably authorized to requisition from time to time such
Transfer Agent for stock certificates required to honor outstanding Warrants.
The Company will supply such Transfer Agent with duly executed stock
certificates for such purpose. All Warrants surrendered in the exercise of the
rights thereby evidenced shall be canceled by the Warrant Agent and shall
thereafter be delivered to the Company, and such canceled Warrants shall
constitute sufficient evidence of the number of Common Shares which have been
issued upon the exercise of such Warrants. Promptly after the date of expiration
of the Warrants, the Warrant Agent shall certify to the Company the total
aggregate amount of Warrants then outstanding, and thereafter no Common Shares
shall be subject to reservation in respect to such Warrants which shall have
expired.
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Section 10. Warrant Price. Each Warrant shall allow the holder
thereof to purchase one share of Common Stock at a price of $7.20 per whole
Share. No fractional Shares shall be issued for the Warrants.
Section 11. Adjustments. Subject and pursuant to the provisions
of this Section 11, the Warrant Price and number of Common Shares subject to
this Warrant shall be subject to adjustment from time to time as hereinafter set
forth.
(A) If the Company shall at any time subdivide its
outstanding Common Shares by recapitalization, reclassification, split-up
thereof, or other such issuance without additional consideration, the Warrant
Price immediately prior to such subdivision shall be proportionately decreased
and, if the Company shall at any time combine the outstanding Common Shares by
recapitalization, reclassification or combination thereof, the Warrant Price
immediately prior to such combination shall be proportionately increased. Any
such adjustment to the Warrant Price shall become effective at the close of
business on the record date for such subdivision or combination.
(B) In the event that prior to any Warrant's expiration
date the Company adopts a resolution to merge, consolidate, or sell all or
substantially all of its assets, each Warrant holder upon the exercise of his
Warrant will be entitled to receive the same treatment as the holder of any
other Share of Common Stock. In the event the Company adopts a resolution for
the liquidation, dissolution, or winding up of the Company's business, the
Company will give written notice of such adoption of a resolution to the
registered holders of the Warrants. Thereupon, all liquidation and dissolution
rights under the Warrants will terminate at the end of thirty (30) days from the
date of the notice to the extent not exercised within those thirty (30) days.
(C) If any capital reorganization or reclassification of
the capital stock of the Company, or consolidation or merger of the Company with
another corporation, or the sale of all or substantially all of its assets to
another corporation, shall be effected in such a way that holders of Common
Stock shall be entitled to receive stock, securities, cash, or assets with
respect to or in exchange for Common Stock, then as a condition of such
reorganization, reclassification, consolidation, merger or sale, the Company or
such successor or purchasing corporation, as the case may be, shall execute with
the Warrant Agent a Supplemental Warrant Agreement providing that each
registered holder of a Warrant shall have the right thereafter and until the
expiration date to exercise such Warrant for the kind and amount of stock
securities, cash, or assets receivable upon such reorganization,
reclassification, consolidation, merger or sale by a holder of the number of
Shares of Common Stock for the purchase of which such Warrant might have been
exercised immediately prior to such reorganization, reclassification,
consolidation, merger or sale, subject to adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Section
11.
(D) In case at any time the Company shall declare a
dividend or make any other distribution upon any stock of the Company payable in
Common Stock, then such Common
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Stock issuable in payment of such dividend or distribution shall be deemed to
have been issued or sold without consideration.
(E) Upon any adjustment of the Warrant Price as
hereinabove provided, the number of Common Shares issuable upon exercise of this
Warrant shall be changed to the number of Shares determined by dividing (i) the
aggregate Warrant Price payable for the purchase of all Shares issuable upon
exercise of this Warrant immediately prior to such adjustment by (ii) the
Warrant Price per Share in effect immediately after such adjustment.
(F) Anything hereinabove to the contrary notwithstanding,
no adjustment of the Warrant Price or in the number of Common Shares subject to
this Warrant shall be made upon the issuance or sale by the Company of any
Common Shares pursuant to the exercise of any Underwriter's Warrants which may
be issued by the Company pursuant to any Underwriting Agreement between the
Company and Underwriter or pursuant to the issuance of Shares of Common Stock
upon exercise of any of the Warrants or pursuant to a stock option plan which
may be adopted by the Company.
(G) No adjustment in the Warrant Price shall be required
under Section 11 hereof, unless such adjustment would require an increase or
decrease in such price of at least $.01 provided, however, that any adjustments
which by reason of the foregoing are not required at the time to be made shall
be carried forward and taken into account and included in determining the amount
of any subsequent adjustment; and provided further, however, that in case the
Company shall at any time subdivide or combine the outstanding Common Shares or
issue any additional Common Shares as a dividend, said amount of $.01 per Share
shall forthwith be proportionately increased in the case of a combination or
decreased in the case of a subdivision or stock dividend so as to appropriately
reflect the same.
(H) On the effective date of any new Warrant Price the
number of Shares as to which any Warrant may be exercised shall be increased or
decreased so that the total sum payable to the Company on the exercise of such
Warrant shall remain constant.
(I) The form of Warrant need not be changed because of any
change pursuant to this Article, and Warrants issued after such change may state
the same Warrant Price and the same number of shares as is stated in the
Warrants initially issued pursuant to this Agreement. However, the Company may
at any time in its sole discretion (which shall be conclusive) make any change
in the form of Warrant that the Company may deem appropriate and that does not
affect the substance thereof; and any Warrant thereafter issued or
countersigned, whether in exchange or substitution for an outstanding Warrant or
otherwise, may be in the form as so changed.
Section 12. Fractional Interest. The Company shall not be
required to issue fractions of Common Shares on the exercise of Warrants or any
cash or other adjustment in respect of such fractions of Common Shares. If any
fraction of a Common Share would, except for the provisions of this Section 12,
be issuable on the exercise of any Warrant (or specified
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portions thereof), the Company shall issue the largest number of whole shares of
Common Stock to which the Warrant Certificate is entitled. All calculations
under this Section 12 shall be made to the nearest whole Share.
Section 13. Notices to Warrantholders.
(A) Upon any adjustment of the Warrant Price and the
number of Shares issuable on exercise of a Warrant, then and in each such case
the Company shall give written notice thereof to the Warrant Agent, which notice
shall state the Warrant Price resulting from such adjustment and the increase of
decrease, if any, in the number of Shares purchasable at such price upon the
exercise of a Warrant, setting forth in reasonable detail the method of
calculations and the facts upon which such calculation is based. The Company
shall also publish such notice once in two Authorized Newspapers. For the
purpose of this Agreement, an Authorized Newspaper shall mean a newspaper
customarily published on each business day, in one or more morning editions or
one or more evening editions, or both (and whether or not it shall be published
in Saturday and Sunday editions or on holidays), printed in the English language
and of general circulation in the Borough of Manhattan, City and State of New
York. Failure to give or publish such notice, or any defect therein, shall not
affect the legality or validity of the subject adjustments.
(B) In case at any time:
(a) the Company shall pay any dividends payable in
stock upon its Common Stock or make any distribution (other than regular cash
dividends) to the holders of its Common Stock;
(b) the Company shall offer for subscription pro
rata to the holders of its Common Stock any additional shares of stock of any
class or other rights;
(c) there shall be any capital reorganization or
reclassification of the capital stock of the Company, or consolidation or merger
of the Company with, or sale of all or substantially all of its assets to,
another corporation; or
(d) there shall be a voluntary or involuntary
dissolution, liquidation or winding up of the Company;
then, in any one or more of such cases, the Company shall give written notice
and publish the same in the manner set forth in Section 13 of the date on which
(i) the books of the Company shall close or a record shall be taken for such
dividend, distribution or subscription rights, or (ii) such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up shall take place, as the case may be. Such notice shall also specify
the date as of which the holders of Common Stock of record shall participate in
such dividend, distribution or subscription rights, or shall be entitled to
exchange their Common Stock for securities or other
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property deliverable upon such reorganization, reclassification, consolidation,
merger, sale dissolution, liquidation or winding up, as the case may be. Such
notice shall be given and published at least 30 days prior to the action in
question and not less than 30 days prior to the record date or the date on which
the Company's transfer books are closed in respect thereof. Failure to give or
publish such notice, or any defect therein, shall not affect the legality or
validity of any of the matters set forth in this Section 13 inclusive.
(C) Upon any redemption of the Warrants pursuant to
Section 5 hereof, then and in each such case, the Company shall give written
notice thereof to the Warrant Agent, with directions that the Warrant Agent send
a copy of each such notice to each registered holder of Warrants by first class
mail, postage prepaid, at his address appearing on the Warrant register as of
the record date for the determination of the Warrantholders entitled to such
documents, which notice shall state the terms for such redemption, setting forth
in reasonable detail the procedure for redemption and the effect thereof. The
Company shall also publish such notice once in two Authorized Newspapers, one of
which shall be the Wall Street Journal. Failure to give or publish such notice,
or any defect therein, shall not affect the legality or validity of the subject
redemption.
(D) The Company shall cause copies of all financial
statements and reports, proxy statements and other documents as it shall send to
its stockholders to be sent by first class mail, postage prepaid, on the date of
mailing to such stockholders, to each registered holder of Warrants at his
address appearing on the Warrant register as of the record date for the
determination of the stockholders entitled to such documents.
Section 14. Disposition of Proceeds on Exercise of Warrants.
(A) The Warrant Agent shall forward promptly to the
Company, with respect to Warrants exercised, the funds which will be deposited
in a special account in a bank designated by the Company for the benefit of the
Company, for the purchase of Common Shares through the exercise of such
Warrants.
(B) The Warrant Agent shall keep copies of this Agreement
available for inspection by holders of Warrants during normal business hours.
Section 15. Merger or Consolidation or Change of Name of Warrant
Agent. Any corporation or company which may succeed to the business of the
Warrant Agent by any merger or consolidation or otherwise to which the Warrant
Agent shall be a party, shall be the successor to the Warrant Agent hereunder
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, provided that such corporation would be eligible for
appointment as a successor Warrant Agent under the provisions of Section 17 of
this Agreement. In case at the time such successor to the Warrant Agent shall
succeed to the agency created by this Agreement, any of the Warrants shall have
been countersigned but not delivered, any such successor to the Warrant Agent
may adopt the countersignature of the original Warrant Agent and deliver such
Warrants so countersigned; and in case at that time any of the Warrants shall
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not have been countersigned, any successor to the Warrant Agent may countersign
such Warrants either in the name of the predecessor Warrant Agent or in the name
of the successor Warrant Agent; and in all such cases such Warrants shall have
the full force provided in the Warrants and in this Agreement.
In case at any time the name of the Warrant Agent shall be changed and
at such time any of the Warrants shall have been countersigned but not
delivered, the Warrant Agent may adopt the countersignature under its prior name
and deliver Warrants so countersigned; and in case at that time any of the
Warrants shall have not been countersigned, the Warrant Agent may countersign
such Warrants 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
this Agreement.
Section 16. Duties of Warrant Agent. The Warrant Agent undertakes
the duties and obligations imposed by this 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 of fact and recitals contained herein
and in the Warrants shall be taken as statements of the Company, and the Warrant
Agent assumes no responsibility for the correctness of any of the same 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 distribution of the
Warrants except as herein expressly provided.
(B) The Warrant Agent shall not be responsible for any
failure of the Company to comply with any of the covenants contained in this
Agreement or in the Warrants to be complied with by the Company.
(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
any Warrant in respect of any action taken, suffered or omitted by it hereunder
in good faith and in accordance with opinion or the advice of such counsel.
(D) The Warrant Agent shall incur no liability or
responsibility to the Company or to the holder of any Warrant for any action
taken in reliance on any notice, resolution, waiver, consent, order, certificate
or other papers, 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 in the
execution of this Agreement, to reimburse the Warrant Agent for all expenses,
taxes and governmental charges and other charges of any kind and nature incurred
by the Warrant Agent in the execution of this Agreement and to indemnify the
Warrant Agent and save it harmless against any and all liabilities, including
judgments, costs and reasonable counsel fees, for anything done or omitted
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by the Warrant Agent in the execution of this Agreement except as a result of
the Warrant Agent's negligence, willful misconduct or bad faith.
(F) The Warrant Agent shall be under no obligation to
institute any action, suit or legal proceeding or to take any other action
likely to involve expense unless the Company or one or more registered holders
of Warrants shall furnish the Warrant Agent with reasonable security and
indemnity for any costs and expenses which may be incurred, but this provision
shall not affect the power of the Warrant Agent to take such action as the
Warrant Agent may consider proper, whether with or without any such security or
indemnity. All rights of action under this Agreement or under any of the
Warrants may be enforced by the Warrant Agent without the possession of any of
the Warrants or the production thereof at any trial or other proceeding relative
thereto, and any such 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 stockholder, director,
officer, partner or employee of the Warrant Agent 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 or otherwise act as fully and free as though it
were not Warrant Agent under this 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 an
agent and not in a ministerial capacity, and its duties shall be determined
solely by the provisions hereof. The Warrant Agent shall not be liable for
anything which it may do or refrain from doing in connection with this Agreement
except for its own negligence, willful misconduct or bad faith.
(I) The Warrant Agent may execute and exercise any of the
rights or powers hereby vested in it or perform nay duty hereunder, either
itself or by or through its attorneys, agents, officer or employees, and the
Warrant Agent shall not be answerable or accountable for any act, default,
neglect or misconduct of any such attorneys, agents, officers or employees or
for any loss to the Company resulting from such neglect or misconduct, provided
reasonable care had been exercised in the selection and continued employment
thereof.
(J) Any request, direction, election, order or demand of
the Company shall be sufficiently evidenced by an instrument signed in the name
of the Company by its president or a vice president, or its secretary or an
assistant secretary or its treasurer or an assistant treasurer (unless other
evidence in respect thereof be herein specifically prescribed); and any
resolution of the Board of Directors may be evidenced to the Warrant Agent by a
copy thereof certified by the secretary or an assistant secretary of the
Company.
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Section 17. Change of Warrant Agent. The Warrant Agent may resign
and be discharged from its duties under this Agreement by giving to the Company
notice in writing, and to the holders of the Warrants notice by mailing such
notice to holders at their addresses appearing on the Warrant register, of such
resignation, specifying a date when such resignation will take effect. The
Warrant Agent may be removed by like notice to the Warrant Agent from the
Company and by like mailing of notice to the holders of the Warrants. If the
Warrant Agent shall resign or be removed or shall otherwise become incapable of
acting, the Company shall appoint a successor to the Warrant Agent. If the
Company shall fail to make such appointment within a period of 30 days after
such removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Warrant Agent or by the registered
holder of a Warrant (who shall, with such notice, submit his Warrant for
inspection by the Company), 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. Any successor Warrant Agent, whether appointed by the Company or
by such a court, shall be a bank or trust company or an active transfer Agent,
in good standing, incorporated under the laws of the State of New York or of the
United States of America. 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
all canceled Warrants, records and property at the time held by it hereunder,
and execute and deliver any further assurance, conveyance, act or deed necessary
for the purpose. Failure to file or mail any notice provided for in this Section
17 however, or any defect therein, shall not affect the legality or validity of
the resignation or removal of the Warrant Agent or the appointment of the
successor Warrant Agent, as the case may be.
Section 18. Identity of Transfer Agent. Forthwith upon the
appointment of any Transfer Agent for the Common Shares or of any subsequent
transfer Agent for Common Shares or other shares of the Company's capital stock
issuable upon the exercise of the rights of purchase represented by the
Warrants, the Company will file with the Warrant Agent a statement setting forth
the name and address of such Transfer Agent. The Warrant Agent hereby
acknowledges that it is, at the time of execution hereof, the Transfer Agent,
and waives any statement required herein with respect thereto.
Section 19. Notices. Any notice pursuant to this Agreement to be
given or made by the Warrant Agent or by the registered holder of any Warrant to
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:
TTR, Inc.
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
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Copy to:
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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:
North American Transfer Co.
▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: Compliance Department
Section 20. Supplements and Amendments. The Company and the
Warrant Agent may from time to time supplement or amend this Agreement without
the approval of any holders of Warrants in order to cure any ambiguity or to
correct or supplement any provision contained herein which may be defective or
inconsistent with any other provision herein, 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 be
inconsistent with the provisions of the Warrants and which shall not adversely
affect the interests of the holders of Warrants.
Section 21. Successors. All the covenants and provisions of this
Agreement by and for the benefit of the Company or the Warrant Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.
Section 22. New York Contract. This Agreement 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 with the laws of said State.
Section 23. Benefits of this Agreement. Nothing in this Agreement
shall be construed to give to any person or corporation other than the Company,
the Warrant Agent and the registered holders of the Warrants, any legal or
equitable right, remedy or claim under this Agreement, but this Agreement shall
be for the sole and exclusive benefit of the Company, the Warrant Agent and the
registered holders of the Warrants.
Section 24. Counterparts. This Agreement may be executed in any
number of counterparts and each of such counterparts shall be considered an
original.
Section 25. Effectiveness. This Agreement shall be deemed binding
and therefore in effect as of, and subject to, the effective date of the
Registration Statement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed as of the day and year first above written.
TTR INC.
By: _________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, PRESIDENT
(Seal)
Attest:
_________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Secretary
NORTH AMERICAN TRANSFER CO.
By: _________________________________
STATE OF NEW YORK )
)ss.:
COUNTY OF NEW YORK )
On the ____ day of _______, before me personally came ▇▇▇▇ ▇.
▇▇▇▇▇▇▇, to me known, who being by me duly sworn, did depose and say that he
resides in __________, that he is the President of TTR Inc., the corporation
described in and which executed the foregoing instrument; that he knows the seal
of said corporation, that the seal affixed by order of the board of directors of
said corporation, and that he signed his name thereto by like order.
____________________________
Notary public
▇▇
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ )
)ss.:
COUNTY OF NEW YORK )
On the _____ day of_______________, 1996, before me personally
came ______________, to me known, who being by me duly sworn, did depose and say
that he resides at _______________, that he is the Principal of North American
Transfer Co., the company described in and which executed the foregoing
instrument.
______________________________
Notary public
14