EXHIBIT 4.3
ALGIERS RESOURCES, INC.
BALSTRON CORPORATION
DALIPRINT, INC.
HARTSCUP CORPORATION
MAYALL PARTNERS, INC.
PSLRA, INCORPORATED
REGAL ACQUISITIONS, INC.
SPACIAL CORPORATION
VOYER ONE, INC.
VOYER TWO, INC.
and
TRADEWAY SECURITIES GROUP, INC.
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PLACEMENT AGENT'S WARRANT AGREEMENT
Dated as of April 19, 1999
PLACEMENT AGENT'S WARRANT AGREEMENT
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THIS PLACEMENT AGENT'S WARRANT AGREEMENT (the "Agreement"), dated as of
April 19, 1999, is made and entered into by and among ALGIERS RESOURCES, INC.,
BALSTRON CORPORATION, DALIPRINT, INC., HARTSCUP CORPORATION, MAYALL PARTNERS,
INC., PSLRA, INCORPORATED, REGAL ACQUISITIONS, INC., SPACIAL CORPORATION, VOYER
ONE, INC. and VOYER TWO, INC. (each a "Company" and collectively the
"Companies"), and TRADEWAY SECURITIES GROUP, INC. (the "Placement Agent").
Pursuant to the terms of that certain Placement Agent Agreement, dated as
of December 16, 1998, by and among the Companies and the Placement Agent (the
"Placement Agent Agreement"), the Companies hereby agree to issue and sell to
the Placement Agent, for good and valuable consideration, the receipt of which
is hereby acknowledged, warrants (the "Warrants") to purchase 51,000 shares of
the Common Stock of each Company, $.001 par value (the "Common Stock"), at an
exercise price of $0.255 per share, in connection with the offering (the
"Offering") contemplated by the Placement Agent Agreement and that certain
Confidential Offering Memorandum, dated November 1, 1998 (together with any and
all supplements and/or amendments thereto, the "Memorandum"), as may be adjusted
from time to time as set forth herein. The shares of Common Stock purchasable
upon exercise of the Warrants, as may be adjusted from time to time as set forth
herein, are hereinafter referred to as the "Warrant Stock." The Warrants shall
be issued pursuant to this Agreement on the final closing date of the Offering
(the "Closing Date").
In consideration of the foregoing and for the purpose of defining the terms
and provisions of the Warrants, the Warrant Stock and the respective rights and
obligations thereunder, the Companies and the Placement Agent, for value
received, hereby agree as follows:
Section 1. Transferability and Form of Warrants.
1.1 Registration. All Warrants shall be numbered and shall be registered on
the books of the Companies when issued.
1.2 Transfer. The Warrants shall be transferable only on the books of a
Company maintained at its principal office, wherever its principal office may
then be located, upon delivery thereof duly endorsed by the registered holder of
a Warrant (a "Warrantholder") or by its duly authorized attorney or
representative and with the signatures properly guaranteed, accompanied by
proper evidence of succession, assignment or authority to transfer. Upon any
registration of transfer, a Company shall execute and deliver new certificates
evidencing each such Warrant to each person entitled thereto.
1.3 Limitations on Transfer of the Warrants. Warrants shall not be sold,
transferred, assigned or hypothecated by the Placement Agent for a period of one
year
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following the date of issuance other than (i) to one or more officers or
partners of any Warrantholder, and the officers or partners of any such partner;
(ii) to any other member of the National Association of Securities Dealers, Inc.
which participated in the Offering and the officers or partners of any such
member; (iii) to successors to a Warrantholder or the officers or partners of
any such successor; (iv) to a purchaser of all or substantially all of the
assets of a Warrantholder; or (v) by will, pursuant to the laws of descent or
distribution or by operation of law. The Warrants may be divided or combined,
upon request to the Companies by a Warrantholder, into a certificate or
certificates representing the right to purchase the same aggregate number of
shares of Warrant Stock. Unless the context indicates otherwise, the term
"Warrantholder" shall include the Placement Agent and any transferee or
transferees of the Warrants pursuant to this subsection 1.3 and as otherwise
permitted by this Agreement, and the term "Warrants" shall include any and all
Warrants outstanding pursuant to this Agreement, including those evidenced by a
certificate or certificates issued upon division, exchange, substitution or
transfer pursuant to this Agreement.
1.4 Form of Warrants. The text of the Warrants and of the form of election
to purchase Warrant Stock shall be substantially as set forth in Exhibit A
attached hereto. The aggregate number of shares of Common Stock issuable upon
exercise of the Warrants is subject to adjustment upon the occurrence of certain
events, all as hereinafter provided. The Warrants shall be executed on behalf of
a Company by its President and attested to by its Treasurer, Chief Financial
Officer or Secretary. A Warrant bearing the signature of an individual who was
at any time the proper officer of a Company shall bind a Company,
notwithstanding that such individual shall have ceased to hold such office prior
to the delivery of such Warrant or did not hold such office on the date of this
Agreement or at any time thereafter.
The Warrants shall be dated as of the date of signature thereof by the
Companies either upon initial issuance or upon division, exchange, substitution
or transfer.
1.5 Legend on Warrants and Warrant Stock. Each certificate evidencing a
Warrant (or Warrant Stock issued upon exercise of a Warrant) initially issued
upon exercise of a Warrant shall bear the following legend, unless, at the time
of exercise, such Warrant Stock is subject to a currently effective Registration
Statement under the Securities Act of 1933, as amended (the "Act"):
"THIS WARRANT AND THE SECURITIES PURCHASABLE
HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933. SUCH WARRANTS AND SECURITIES
MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED OR
HYPOTHECATED IN THE ABSENCE OF A REGISTRATION
STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES
UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES
LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY
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TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED."
Any certificate issued at any time in exchange or substitution for any
certificate bearing such legend (except a new certificate issued upon completion
of a public distribution pursuant to an effective registration statement under
the Act, of the securities represented thereby) shall also bear the above legend
unless, in the opinion of a Company's counsel, the securities represented
thereby need no longer be subject to such restrictions.
Section 2. Exchange of Warrant Certificate. Any Warrant certificate may be
exchanged for another certificate or certificates entitling the Warrantholder to
purchase a like aggregate number of shares of Warrant Stock as the certificate
or certificates surrendered then entitled such Warrantholder to purchase. Any
Warrantholder desiring to exchange a Warrant certificate shall make such request
in writing delivered to a Company, and shall surrender, properly endorsed, the
certificate evidencing the Warrant to be so exchanged. Thereupon, a Company
shall execute and deliver to the person entitled thereto a new Warrant
certificate or certificates as so requested.
Section 3. Term of Warrants; Exercise of Warrants.
(a) Subject to the terms of this Agreement, the Warrantholder shall have
the right, at any time during the period commencing as of the date hereof and
ending at 5:00 p.m., Pacific Time, on the seventh anniversary of the completion
of the Offering (the "Termination Date"), to purchase from a Company up to the
number of fully paid and nonassessable shares of Warrant Stock to which the
Warrantholder may at the time be entitled to purchase pursuant to this
Agreement, upon surrender to a Company, at its principal office, of the
certificate evidencing the Warrants to be exercised, together with the purchase
form on the reverse thereof duly completed and executed, and upon payment to a
Company of the Warrant Price (as defined in and determined in accordance with
the provisions of this Section 3 and Sections 7 and 8 hereof) for the number of
shares of Warrant Stock in respect of which such Warrants are then exercised,
but in no event for less than 100 shares of Warrant Stock (unless less than an
aggregate of 100 shares of Warrant Stock are then purchasable under all
outstanding Warrants held by such Warrantholder). This Warrant, when
exercisable, may be exercised from time to time in whole or in part.
(b) Payment of the Warrant Price shall be made in cash, by certified or
official bank check in Los Angeles Clearing House funds (next day funds), or any
combination thereof.
(c) In addition to the method of payment set forth in Section 3(b) above
and in lieu of any cash payment required thereunder, unless otherwise prohibited
by law, the Warrantholders shall have the right at any time, when exercisable,
and from time to time to exercise the Warrants in full or in part (i) by
receiving from the Company the number of shares of Warrant Stock equal to the
number of shares of Warrant Stock otherwise issuable upon such exercise less the
number of shares of Warrant Stock having an aggregate value on
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the date of exercise equal to the Warrant Price multiplied by the number of
shares of Warrant Stock for which this Warrant is being exercised and/or (ii) by
delivering to the Company the number of shares of Common Stock having an
aggregate value on the date of exercise equal to the Warrant Price multiplied by
the number of shares of Warrant Stock for which this Warrant is being exercised.
For purposes hereof, the "value" of a share of Preferred Stock on a given date
shall equal to the Current Market Price on such date as defined in Section 9 of
this Agreement.
(d) Upon surrender of the Warrants and payment of the Warrant Price as
aforesaid, a Company shall issue and cause to be delivered with all reasonable
dispatch to or upon the written order of the Warrantholder, and (subject to any
applicable restrictions on transfer) in such name or names as the Warrantholder
may designate, a certificate or certificates for the number of full shares of
Warrant Stock so purchased upon such exercise of the Warrant, together with
cash, as provided in Section 9 hereof, in respect of any fractional shares
otherwise issuable upon such surrender. Such certificate or certificates, to the
extent permitted by law, shall be deemed to have been issued and any person so
designated to be named therein shall be defined to have become a holder of
record of such securities as of the date of surrender of the Warrants and
payment of the Warrant Price, as aforesaid, notwithstanding that the certificate
or certificates representing such securities shall not actually have been
delivered or that the stock transfer books of a Company shall then be closed.
The Warrants shall be exercisable, at the election of the Warrantholder, either
in full or from time to time in part and, in the event that a Warrant is
exercised in respect of less than all of the shares of Warrant Stock specified
therein at any time prior to the Termination Date, a new Warrant evidencing the
remaining shares of the Warrant Stock purchasable by such Warrantholders
hereunder shall be issued by a Company to such Warrantholders.
Section 4. Validity; Payment of Taxes. All securities delivered upon
exercise of a Warrant shall be duly and validly issued and non-assessable. A
Company shall pay all documentary stamp taxes, if any, attributable to the
initial issuance of the Warrants and the shares of Warrant Stock issuable upon
the exercise of the Warrants; provided, however, a Company shall not be required
to pay any tax which may be payable in respect of any secondary transfer of the
Warrants or the Warrant Stock.
Section 5. Mutilated or Missing Warrants. In case the certificate or
certificates evidencing the Warrants shall be mutilated, lost, stolen or
destroyed, a Company shall, at the request of the Warrantholder, issue and
deliver in exchange and substitution for and upon cancellation of the mutilated
certificate or certificates, or in lieu of and substitution for the certificate
or certificates lost, stolen or destroyed, a new Warrant certificate or
certificates of like tenor and representing an equivalent right or interest, but
only upon receipt of evidence reasonably satisfactory to a Company of such loss,
theft or destruction of such Warrant which may include an indemnity of lost
certificate or such other documentation as is required by applicable law.
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Section 6. Reservation of Shares. Each Company represents and warrants to
the Warrantholder that there has been reserved, and each Company shall at all
times keep reserved so long as the Warrants remain outstanding, out of its
authorized Common Stock, such number of shares of Common Stock as shall be
subject to purchase under the Warrants. Every transfer agent for the Common
Stock of each Company issuable upon the exercise of the Warrants shall be
irrevocably authorized and directed at all times to reserve such number of
authorized shares as shall be requisite for such purpose. Each Company shall
keep a copy of this Agreement on file with every transfer agent for the Common
Stock of each Company issuable upon the exercise of the Warrants. Each Company
shall supply every such transfer agent with duly executed stock and other
certificates, as appropriate, for such purpose and shall provide or otherwise
make available any cash which may be payable in lieu of the issuance of
fractional shares, as provided in Section 9 hereof.
Section 7. Warrant Price. The price per share at which shares of Warrant
Stock shall be purchasable upon the exercise of the Warrants shall be $0.255
subject to adjustment pursuant to Section 8 hereof (as so adjusted from time to
time, the "Warrant Price").
Section 8. Adjustments of Number of Shares of Warrant Stock and Warrant
Price. The number and kind of securities purchasable upon the exercise of the
Warrants and the Warrant Price shall be subject to adjustment from time to time
upon the happening of certain events, as follows:
8.1 Adjustments. The number of shares of Warrant Stock purchasable upon the
exercise of each Warrant and the Warrant Price shall be subject to adjustment as
follows:
(a) In case a Company shall (i) pay a dividend or make a distribution on
its Common Stock in shares of its capital stock or other securities, (ii)
subdivide its outstanding shares of Common Stock into a greater number of
shares, (iii) combine its outstanding Common Stock into a smaller number of
shares or (iv) issue, by reclassification of its Common Stock, shares of its
capital stock or other securities of the Company (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing corporation), the number of shares of Warrant Stock
purchasable upon exercise of a Warrant immediately prior thereto shall be
adjusted so that the Warrantholder shall be entitled to receive the kind and
number of shares of Warrant Stock, shares of its capital stock and other
securities of the Company which such holder would have owned or would have been
entitled to receive immediately after the happening of any of the events
described above, had the Warrant been exercised immediately prior to the
happening of such event or any record date with respect thereto. Any adjustment
made pursuant to this subsection 8.1(a) shall become effective immediately after
the effective date of such event.
(b) In case a Company shall issue rights, options, warrants or convertible
securities to holders of its Common Stock, without any charge to such holders,
containing the right to subscribe for or purchase Common Stock, the number of
shares of Warrant Stock thereafter purchasable upon the exercise of each Warrant
shall be determined by
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multiplying the number of shares of Warrant Stock theretofore purchasable upon
exercise of a Warrant by a fraction, of which the numerator shall be the number
of shares of Common Stock outstanding immediately prior to the issuance of such
rights, options, warrants or convertible securities plus the number of
additional shares of Common Stock offered for subscription or purchase, and of
which the denominator shall be the number of shares of Common Stock outstanding
immediately prior to the issuance of such rights, options, warrants or
convertible securities. Such adjustment shall be made whenever such rights,
options, warrants or convertible securities are issued, and shall become
effective immediately upon issuance of such rights, options, warrants or
convertible securities. In the event of such adjustment, corresponding
adjustments shall be made to the Warrant Price.
(c) In case a Company shall distribute to holders of its Common Stock
evidences of its indebtedness or assets (excluding cash dividends or
distributions out of current earnings made in the ordinary course of business
consistent with past practices), then in each case the number of shares of
Warrant Stock thereafter purchasable upon the exercise of each Warrant shall be
determined by multiplying the number of shares of Warrant Stock theretofore
purchasable upon exercise of such Warrant by a fraction, of which the numerator
shall be the then Current Market Price (as defined below) on the date of such
distribution, and of which the denominator shall be such Current Market Price on
such date minus the then fair value (determined as provided in subsection 8(f)
below) of the portion of the assets or evidences of indebtedness so distributed
applicable to one share of Common Stock. Such adjustment shall be made whenever
any such distribution is made and shall become effective on the date of
distribution.
(d) No adjustment in the number of shares of Warrant Stock purchasable
pursuant to subsections 8.1(b) or (c) hereof shall be required unless such
adjustment would require an increase or decrease of at least one percent in the
number of shares of Warrant Stock then purchasable upon the exercise of the
Warrants; provided, however, that any adjustments which by reason of this
subsection 8.1(d) are not required to be made immediately shall be carried
forward and taken into account in any subsequent adjustment.
(e) Whenever the number of shares of Warrant Stock purchasable upon the
exercise of a Warrant is adjusted as herein provided, the Warrant Price payable
upon exercise of the Warrant shall be adjusted by multiplying such Warrant Price
immediately prior to such adjustment by a fraction, of which the numerator shall
be the number of shares of Warrant Stock purchasable upon the exercise of such
Warrant immediately prior to such adjustment, and of which the denominator shall
be the number of shares of Warrant Stock purchasable immediately thereafter.
(f) Whenever the number of shares of Warrant Stock purchasable upon the
exercise of a Warrant or the Warrant Price is adjusted pursuant to this Section
8, a Company shall cause to be promptly mailed to each Warrantholder by first
class mail, postage prepaid, notice of such adjustment or adjustments and a
certificate of the chief financial officer
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of the Company setting forth the number of shares of Preferred Stock, capital
stock and other securities purchasable upon the exercise of such Warrantholder's
Warrant and the applicable Warrant Price after such adjustment, a brief
statement of the facts requiring such adjustment and the computation by which
such adjustment was made.
8.2 No Adjustment for Dividends. Except as specifically provided in
subsection 8.1, no adjustment in respect of any cash dividends or distributions
on a Company's Common Stock out of current earnings made in the ordinary course
of business consistent with past practices shall be made during the term of the
Warrants or upon the exercise of the Warrants.
8.3 Preservation of Purchase Rights upon Reclassification, Consolidation,
etc. In case of any consolidation of a Company with or merger of a Company into
another corporation or other entity or in case of any sale, lease, conveyance or
other transfer to another corporation, person or other entity of the property,
assets or business of a Company as an entirety or substantially as an entirety,
the Company or such successor or purchasing corporation, person or other entity,
as the case may be, shall execute with the Warrantholder, and the agreements
governing such consolidation, merger, sale, lease, conveyance or other transfer
shall require such execution of, an agreement that the Warrantholder shall have
the right thereafter upon payment of the Warrant Price in effect immediately
prior to such event, upon exercise of the Warrants, to receive the kind and
amount of shares and other securities and property which it would have owned or
have been entitled to receive after the happening of such consolidation, merger,
sale, lease, conveyance or other transfer had the Warrants (and each underlying
security) been exercised immediately prior to such action. A Company shall
promptly mail to each Warrantholder by first class mail, postage prepaid, notice
of the execution of any such agreement. In the event of a merger described in
Section 368(a)(2)(E) of the Internal Revenue Code of 1986, in which a Company is
the surviving corporation, the right to purchase shares of Warrant Stock under
the Warrants shall terminate on the date of such merger and thereupon the
Warrants shall become null and void, but only if the controlling corporation
shall agree to substitute for the Warrants its warrant which entitles the holder
thereof to purchase upon its exercise the kind and amount of shares and other
securities and property which it would have owned or been entitled to receive
had the Warrants been exercised immediately prior to such merger. Any such
agreements referred to in this subsection 8.3 shall provide for adjustments,
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in Section 8 hereof, and shall provide for terms and provisions at
least as favorable to the Warrantholder as those contained in this Agreement.
The provisions of this subsection 8.3 shall similarly apply to successive
consolidations, mergers, sales, leases, conveyances or other transfers.
8.4 Statement on Warrant Certificates. Irrespective of any adjustments in
the number of securities issuable upon exercise of Warrants, Warrant
certificates theretofore or thereafter issued may continue to express the same
number of securities as are stated in the similar Warrant certificates initially
issuable pursuant to this Agreement, provided that such
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expression shall in no way affect the number of shares of Warrant Stock actually
purchasable upon the exercise of such Warrants.
Section 9. Fractional Shares; Current Market Price. A Company shall not be
required to issue fractional shares of Common Stock on the exercise of a
Warrant. If any fraction of a share of Common Stock would, except for the
provisions of this Section 9, be issuable upon the exercise of a Warrant (or
specified portion thereof), a Company shall in lieu thereof pay an amount in
cash equal to the then Current Market Price multiplied by such fraction. For
purposes of this Agreement, the term "Current Market Price" shall mean (a) if
the Shares are traded on the Nasdaq National Market ("NNM") or on a national
securities exchange, the per share closing price of the Shares on the date of
exercise of the Placement Agent Warrants or (b) if the Shares are traded in the
over-the-counter market and not in the NNM or a national securities exchange,
the average of the per share closing bid prices of the Shares during the thirty
(30) consecutive trading days immediately preceding the date in question, as
reported by the Nasdaq SmallCap Market (or an equivalent generally accepted
reporting service if quotations are not reported on the Nasdaq SmallCap Market).
The closing price referred to in clause (a) above shall be the last reported
sale price or, in case no such reported sale takes place on such day, the
average of the reported closing bid and asked prices, in either case in the NNM
or on the principal stock exchange on which the Shares are then listed. For
purposes of clause (b) above, if trading in the Shares is not reported by the
Nasdaq SmallCap Market, the bid price referred to in said clause shall be the
lowest bid price as reported in the Nasdaq Electronic Bulletin Board or, if not
reported thereon, as reported in the "pink sheets" published by National
Quotation Bureau, Incorporated, and if the Shares are not so reported, shall be
determined by the price of a Share determined by the Company's Board of
Directors in good faith.
Section 10. No Rights as Stockholder; Notices to Warrantholder. Except as
expressly provided herein, nothing contained in this Agreement or in the
Warrants shall be construed as conferring upon the Warrantholder or its
transferees any rights as a stockholder of a Company, including the right to
vote, receive dividends, consent or receive notices as a stockholder in respect
of any meeting of stockholders for the election of directors of a Company or any
other matter. If, however, at any time prior to the expiration of the Warrants
and prior to their exercise, any one or more of the following events shall
occur:
(a) any action which would require an adjustment pursuant to Section 8
hereof;
(b) an issuance by a Company of rights, options, warrants or convertible
securities to all or substantially all holders of its Common Stock, without any
charge to such holders, containing the right to subscribe for or purchase Common
Stock; or
(c) a dissolution, liquidation or winding up of a Company (other than in
connection with a consolidation, merger or sale of its property, assets and
business as an entirety or substantially as an entirety) shall be proposed;
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then a Company shall give notice in writing of such event to the Warrantholder,
as provided in Section 12 hereof, at least 20 days prior to the date fixed as a
record date or the date of closing the transfer books for the determination of
the stockholders entitled to any relevant dividend, distribution or other rights
or for the determination of stockholders entitled to vote on such proposed
dissolution, liquidation or winding up; provided that the failure to give such
notice shall not affect the validity of such action. Such notice shall specify
such record date or the date of closing the transfer books, as the case may be.
Section 11. Registration Rights; Lock-up. The Warrantholders shall have
registration rights identical to those granted to the purchasers of Common Stock
in the Offering, and shall be subject to the same lock-up restrictions
applicable to the purchasers of Common Stock in the Offering.
Section 12. Notices. All notices and communications hereunder, except as
herein otherwise specifically provided, shall be in writing and shall be deemed
to have been duly given if mailed, delivered by hand or transmitted by any
standard form of telecommunication. Notices to the Warrantholders or a holder of
Warrant Stock shall be directed to the record address of such Warrantholder.
Notices to a Company shall be directed to the Company, attention President, at
its principal executive office as set forth in the Memorandum. Any address for
purposes of notice may be changed by giving notice of such change to the other
parties hereto in the same manner as provided herein.
Section 13. Parties. This Agreement shall inure solely to the benefit of
and shall be binding upon, the Placement Agent, the Companies and the
Warrantholders and the holders of Warrant Stock, and their respective
successors, legal representatives and assigns, and no other person shall have or
be construed to have any legal or equitable right, remedy or claim under or in
respect of or by virtue of this Agreement or any provisions herein contained.
Section 14. Survival of Representations and Warranties. All statements
contained in the Placement Agent Agreement, any schedule, exhibit, certificate
or other instrument delivered by or on behalf of the parties hereto, or in
connection with the transactions contemplated by this Agreement, shall be deemed
to be representations and warranties hereunder. Notwithstanding any
investigations made by or on behalf of the parties to this Agreement, all
representations, warranties and agreements made by the parties to this Agreement
or pursuant hereto shall survive the termination of this Agreement and the
issuance, sale and delivery of the Warrant and the Warrant Stock.
Section 15. Construction. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of California, without
giving effect to conflict of laws principles thereof.
Section 16. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of which
taken together shall be deemed to be one and the same instrument.
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Section 17. Entire Agreement, Amendments. This Agreement and the Placement
Agent Agreement constitute the entire agreement of the parties hereto concerning
the subject matter hereof and supersede all prior written or oral agreements,
understandings and negotiations with respect to the subject matter hereof. To
the extent that the terms or provisions of this Agreement are inconsistent with
the terms or provisions of the Placement Agent Agreement, the terms of this
Agreement shall govern. This Agreement may not be amended, modified or altered
except in a writing signed by the Placement Agent and the Company.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed, all as of the day and year first above written.
"Companies":
ALGIERS RESOURCES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
BALSTRON CORPORATION DALIPRINT, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
HARTSCUP CORPORATION MAYALL PARTNERS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
PSLRA, INCORPORATED REGAL ACQUISITIONS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
SPACIAL CORPORATION VOYER ONE, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
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VOYER TWO, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
"Placement Agent":
TRADEWAY SECURITIES GROUP, INC.
By: /s/ ▇▇▇▇▇▇. M. Guiltinar
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▇▇▇▇▇▇ ▇. Guiltinar, C.F.O. and Secretary
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THIS WARRANT AND THE SECURITIES PURCHASABLE HEREUNDER HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH WARRANTS
AND SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF A
REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH
SECURITIES UNDER SAID ACT AND ANY APPLICABLE
STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.
WARRANT CERTIFICATE NO. ___
WARRANT TO PURCHASE
_____ SHARES OF COMMON STOCK
VOID AFTER 5:00 P.M.
PACIFIC TIME, ON __________________
[COMPANY NAME]
INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE
This certifies that, for value received, ___________________________, the
registered holder hereof or assigns (the "Warrantholder"), is entitled to
purchase from [COMPANY NAME] (the "Company"), at any time during the period
commencing at 6:30 am., Pacific time, on ____________, and before 5:00 p.m.,
Pacific time, on ______________, at the purchase price per share of Common
Stock, $0.001 par value (the "Common Stock") of $0.255 (the "Warrant Price"),
__________ shares of Common Stock of the Company (the "Warrant Stock "). The
number of shares of Common Stock of the Company purchasable upon exercise of
each Warrant evidenced hereby shall be subject to adjustment from time to time
as set forth in the Placement Agent's Warrant Agreement, dated as of
___________, by and between the Company, among others, and __________________
(the "Placement Agent's Warrant Agreement").
The Warrants evidenced hereby represent the right to purchase an aggregate
of up to ___________ shares of Warrant Stock (subject to adjustment as provided
in the Placement Agent's Warrant Agreement) and are issued under and in
accordance with the Placement Agent's Warrant Agreement, and are subject to the
terms and provisions contained in the Placement Agent's Warrant Agreement, to
all of which the Warrantholder by acceptance hereof consents.
The Warrants evidenced hereby may be exercised in whole or in part by
presentation of this Warrant Certificate with the Purchase Form attached hereto
duly executed (with a signature guarantee as provided hereon) and simultaneous
payment of the Warrant Price at the
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principal office of the Company. Payment of such price shall be made at the
option of the Warrantholder in any manner allowed in the Placement Agent's
Warrant Agreement.
Upon any partial exercise of the Warrants evidenced hereby, there shall be
signed and issued to the Warrantholder a new Warrant Certificate in respect of
the shares of Warrant Stock as to which the Warrants evidenced hereby shall not
have been exercised. These Warrants may be exchanged at the office of the
Company by surrender of this Warrant Certificate properly endorsed for one or
more new Warrants of the same aggregate number of shares of Warrant Stock as
evidenced by the Warrant or Warrants exchanged. No fractional securities shall
be issued upon the exercise of rights to purchase hereunder, but the Company
shall pay the cash value of any fraction upon the exercise of one or more
Warrants. These Warrants are transferable at the office of the Company in the
manner and subject to the limitations set forth in the Warrant Agreement.
This Warrant Certificate does not entitle any Warrantholder to any of the
rights of a stockholder of the Company.
[COMPANY NAME]
By:
-------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
Dated ____________ __, 1998
ATTEST:
---------------------------------
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[COMPANY NAME]
PURCHASE FORM
[COMPANY NAME] (the "Company")
---------------------------------
---------------------------------
Attention: President
The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within Warrant Certificate for, and to purchase thereunder,
_____ shares of Common Stock of the Company (the "Warrant Stock") provided for
therein, and requests that certificates for the Warrant Stock be issued in the
name of:
---------------------------------------------------------------
(Please print or Type Name, Address and Social Security Number)
---------------------------------------------------------------
---------------------------------------------------------------
and, if said number of shares of Warrant Stock shall not be all the Warrant
Stock purchasable hereunder, that a new Warrant Certificate for the balance of
the Warrant Stock purchasable under the within Warrant Certificate be registered
in the name of the undersigned Warrantholder or his Assignee as below indicated
and delivered to the address stated below.
Dated:_________________
Name of Warrantholder
or Assignee:
-------------------------
(Please Print)
Address:
-------------------------
-------------------------
Signature:
-------------------------
Note: The above signature must correspond with the name as it appears upon the
face of this Warrant Certificate in every particular, without alteration or
enlargement or any change whatever, unless these Warrants have been assigned.
Signature Guaranteed:_____________________________
(Signature must be guaranteed by a bank or trust company having an office or
correspondent in the United States or by a member firm of a registered
securities exchange of the National Association of Securities Dealers, Inc.)
ASSIGNMENT
(To be signed only upon assignment of Warrants)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers the
right to purchase _____ shares of Warrant Stock represented by the within
Warrant Certificate unto, and requests that a certificate for such Warrant be
issued in the name of:
---------------------------------------------------------------
(Name and Address of Assignee Must be Printed or Typewritten)
---------------------------------------------------------------
---------------------------------------------------------------
hereby irrevocably constituting and appointing _______________ Attorney to
transfer said Warrants on the books of the Company, with full power of
substitution in the premises and, if said number of shares of Warrant Stock
shall not be all of the Warrant Stock purchasable under the within Warrant
Certificate, that a new Warrant Certificate for the balance of the Warrant Stock
purchasable under the within Warrant Certificate be registered in the name of
the undersigned Warrantholder and delivered to such Warrantholder's address as
then set forth on the Company's books.
Dated:_______________ ______________________________
Signature of Registered Holder
Note: The above signature must correspond with the name as it appears upon the
face of this Warrant Certificate in every particular, without alteration or
enlargement or any change whatever.
Signature Guaranteed:_____________________________
(Signature must be guaranteed by a bank or trust company having an office or
correspondent in the United States or by a member firm of a registered
securities exchange or the National Association of Securities Dealers, Inc.)