1
Exhibit 4.19
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS
EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON
TRANSFER SET FORTH IN SECTION 4 OF THIS WARRANT
Warrant No. ICP-95-91 No. of Shares: 44,000
(subject to adjustment)
Date of Issuance: January 30, 1995
CRYENCO SCIENCES, INC.
Class A Common Stock Purchase Warrant
-------------------------------------
(Void after January 30, 2000)
Cryenco Sciences, Inc. (the "Company"), for value received, hereby
certifies that International Capital Partners, Inc., or his, her or its
registered assigns (the "Holder"), is entitled, subject to the terms set forth
below, to purchase from the Company, at any time or from time to time on or
after May 30, 1995 and on or before January 30, 2000 (the "Exercise Period") at
not later than 5:00 p.m. (New York City time), 44,000 shares of Class A Common
Stock, $0.01 par value per share, of the Company ("Common Stock") (subject to
appropriate adjustment in the event of any stock dividend, stock split,
combination or other similar recapitalization affecting such Common Stock), at
a purchase price per share of $4.00. The number of shares purchasable upon
exercise of this Warrant, and the purchase price per share, each as adjusted
from time to time pursuant to the provisions of this Warrant, are hereinafter
referred to as the "Warrant Stock" and the "Purchase Price," respectively.
1. Exercise.
--------
(a) The purchase right represented by this Warrant may be exercised by
the Holder hereof, in whole or in part, by the surrender of this Warrant (with
the purchase form attached hereto as EXHIBIT 1 duly executed) at the principal
office of the Company and by the payment to the Company, by certified or
official bank check drawn on a major money market bank with offices in New York
City or wire transfer, of an amount equal to the then applicable Purchase Price
multiplied by the number of shares then being purchased. The Company agrees
that the shares so purchased shall be deemed to be issued to the Holder hereof
as the record owner of such shares as of the close of business on
1
2
the date on which this Warrant shall have been surrendered and payment made for
such shares as aforesaid. In the event of any exercise of this Warrant,
certificates for the shares of stock so purchased shall be delivered to the
Holder hereof within 15 days thereafter and, unless this Warrant has been fully
exercised or expired, a new warrant representing the portion of the shares, if
any, with respect to which this Warrant shall not then have been exercised,
shall also be issued to the Holder hereof within such 15 day period.
(B) CONVERSION. The Holder may convert this Warrant (the "Conversion
Right"), in whole or in part, into the number of shares of Common Stock of the
Company calculated pursuant to the following formula by surrendering this
Warrant at the principal office of the Company (together with a demand for
conversion in the form attached hereto as EXHIBIT 2 duly executed) ("Conversion
Demand") specifying the number of shares of Common Stock of the Company, the
rights to purchase which the Holder desires to convert:
Y(A-B)
------
X = A
where: X = the number of shares of Common Stock to be issued to the
Holder
Y = the number of shares of Common Stock subject to this
Warrant for which the Conversion Right is being exercised;
A = the fair market value of one share of Common Stock;
B = the Purchase Price
As used herein, the fair market value of a share of Common Stock shall
mean with respect to each share of Common Stock the closing price per share of
the Company's Common Stock on the principal national securities exchange on
which the Common Stock is then listed or admitted to trading or, if not then
listed or admitted to trading on any such exchange, on the NASDAQ National
Market System, or if not then listed or traded on any such exchange or system,
the bid price per share on the NASDAQ Small-Cap Market, averaged over the 10
trading days consisting of the day as of which the current fair market value of
Common Stock is being determined (which day shall be the date two (2) days
prior to which the Conversion Demand is, as applicable, delivered by hand,
telecopied, placed in the mails or delivered to a private courier) and the nine
consecutive business days prior to such day. If at any time such quotations are
not available, the current fair market value of a share of Common Stock shall
be the
2
3
highest price per share which the Company could obtain from a willing buyer
(not a current employee or director) for shares of Common Stock sold by the
Company, from authorized but unissued shares, as determined in good faith by
the Board of Directors of the Company, unless the Company shall become subject
to a merger, acquisition or other consolidation pursuant to which the Company
is not the surviving party, in which case the current fair market value of a
share of Common Stock shall be deemed to be the value received by the holders
of the Company's Common Stock for each share of Common Stock pursuant to the
Company's acquisition. The Company agrees that the shares so converted shall be
deemed to be issued to the Holder hereof as the record owner of such shares as
of the close of business on the date on which this Warrant shall have been
surrendered as aforesaid. In the event of any conversion of this Warrant,
certificates for the shares of stock so converted shall be delivered to the
Holder hereof within 15 days thereafter and, unless this Warrant has been fully
converted or expired, a new Warrant representing the portion of the shares, if
any, with respect to which this Warrant shall not then have been converted,
shall also be issued to the Holder hereof within such 15 day period. Exercise
of the foregoing Conversion Rights shall be deemed an exercise of this Warrant
for all purposes hereunder. Any adjustments in the Purchase Price or number or
type of securities or other property which the Holder is entitled to receive
upon exercise of this Warrant shall also apply MUTATIS MUTANDIS to the
Conversion Rights provided for herein.
2. Anti-Dilution Provisions.
------------------------
(a) ADJUSTMENT FOR RECAPITALIZATION. If outstanding shares of the
Company's Common Stock shall be subdivided into a greater number of shares or a
dividend in Common Stock shall be paid in respect of Common Stock, the Purchase
Price in effect immediately prior to such subdivision or at the record date of
such dividend shall simultaneously with the effectiveness of such subdivision or
immediately after the record date of such dividend be proportionately reduced.
If outstanding shares of Common Stock shall be combined into a smaller number
of shares, the Purchase Price in effect immediately prior to such combination
shall, simultaneously with the effectiveness of such combination, be
proportionately increased. When any adjustment is required to be made in the
Purchase Price, the number of shares of Warrant Stock purchasable upon the
exercise of this Warrant shall be changed to the number determined by dividing
(i) an amount equal to the number of shares issuable upon the exercise of this
Warrant immediately prior to such adjustment, multiplied by the Purchase Price
in effect immediately prior to such adjustment, by (ii) the Purchase Price in
effect immediately after such adjustment.
3
4
(b) ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC.
If there shall occur any capital reorganization or reclassification of the
Company's Common Stock (other than a change in par value or a subdivision or
combination as provided for in subsection 2(a) above), or any consolidation or
merger of the Company with or into another corporation, or a transfer of all or
substantially all of the assets of the Company, then, as part of any such
reorganization, reclassification, consolidation, merger or sale, as the case
may be, lawful provision shall be made so that the Holder of this Warrant shall
have the right thereafter to receive upon the exercise hereof the kind and
amount of shares of stock or other securities or property which such Holder
would have been entitled to receive if, immediately prior to any such
reorganization, reclassification, consolidation, merger or sale, as the case
may be, such Holder had held the number of shares of Common Stock which were
then purchasable upon the exercise of this Warrant. In any such case,
appropriate adjustment (as reasonably determined by the Board of Directors of
the Company) shall be made in the application of the provisions set forth
herein with respect to the rights and interests thereafter of the Holder of this
Warrant such that the provisions set forth in this Section 2 (including
provisions with respect to adjustment of the Purchase Price) shall thereafter
be applicable, as nearly as is reasonably practicable, in relation to any
shares of stock or other securities or property thereafter deliverable upon the
exercise of this Warrant.
(c) ADJUSTMENTS FOR SALE OF SHARES OF COMMON STOCK BELOW PURCHASE PRICE.
(i) SPECIAL DEFINITIONS. For purposes of this Subsection 2(c), the
following definitions shall apply:
(A) "OPTION" shall mean rights, options or warrants to subscribe
for, purchase or otherwise acquire Common Stock or Convertible
Securities (collectively, "Rights"), excluding (1) Rights granted by the
Company prior to the Original Issue Date; (2) up to 20,000 shares of
Class A Common Stock issued upon exercise of options, if any, granted
after the Original Issue Date under the Company's 1986 Non-Qualified
Stock Option Plan and up to 79,000 shares of Class A Common Stock issued
upon exercise of options, if any, granted after the Original Issue Date
under the Company's 1992 Employee Incentive and Non-Qualified Stock
Option Plan and up to 36,000 shares of Class A Common Stock issued upon
exercise of options, if any, granted after the Original Issue Date under
the Company's 1993 Non-Employee Director Stock Option Program; (3) up to
an aggregate of 65,000 shares of Class A Common Stock issued upon
exercise of warrants to purchase such
4
5
Common Stock, if any, issued, whether before or after the Original Issue
Date, to one or more of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇. ▇▇▇▇▇▇▇ and Mezzanine
Capital Corporation Limited and warrants to purchase up to an aggregate
of 25,000 shares of Class A Common Stock, if any, issued to The Edgehill
Corporation on or about the Original Issue Date; and (4) Right to
acquire up to 272,267 additional shares of Class A Common Stock.
(B) "ORIGINAL ISSUE DATE" shall mean January 30, 1995.
(C) "CONVERTIBLE SECURITIES" shall mean any evidences of
indebtedness, shares or other securities directly or indirectly
convertible into or exchangeable for Common Stock.
(D) "ADDITIONAL SHARES OF COMMON STOCK" shall mean all shares of
Common Stock issued (or, pursuant to Subsection 2(c)(iii) below, deemed
to be issued) by the Company after the Original Issue Date, other than
shares of Common Stock issued or issuable:
(1) by reason of a dividend, stock split, split-up or other
distribution on shares of Common Stock issued (or pursuant to
Subsection 2(c)(iii) below deemed to be issued) by the Company after
the Original Issue Date; or
(2) pursuant to or upon the exercise of Rights excluded from
the definition of "Option" in Subsection 2(c)(i)(A).
(E) "WARRANT HOLDERS" shall mean the Holder of this Warrant and
the holders of all other Warrants, from time to time, issued in
connection with the sale of the Shares and Warrants pursuant to that
certain Purchase Agreement dated November 29, 1994 by and among the
Company, International Capital Partners, Inc. and the Purchasers defined
therein, as amended (the "Purchase Agreement") and executed and
delivered simultaneously with this Warrant, for so long as such holders
shall hold the Warrants issued pursuant to the Purchase Agreement.
(ii) NO ADJUSTMENT OF PURCHASE PRICE. No adjustment in the number of
shares of Common Stock into which the Warrant is exercisable shall be
made by adjustment in the applicable Purchase Price thereof; (a) unless
the consideration per share (determined
5
6
pursuant to Subsection 2(c)(v)) for an Additional Share of Common Stock
issued or deemed to be issued by the Company is less than the applicable
Purchase Price in effect on the date of, and immediately prior to, the
issue of such Additional Shares of Common Stock, or (b) if prior to such
issuance, the Company receives written notice from the holders of at
least a majority of the then Warrant Holders agreeing that no such
adjustment shall be made as the result of the issuance of Additional
Shares of Common Stock.
(iii) ISSUE OF SECURITIES DEEMED ISSUE OF ADDITIONAL SHARES OF
COMMON STOCK.
(A) If the Company at any time or from time to time after the
Original Issue Date shall issue any Options or Convertible Securities or
shall fix a record date for the determination of holders of any class of
securities entitled to receive any such Options or Convertible
Securities, then the maximum number of shares of Common Stock (as set
forth in the instrument relating thereto without regard to any provision
contained therein for a subsequent adjustment of such number) issuable
upon the exercise of such Options or, in the case of Convertible
Securities and Options therefor, the conversion or exchange of such
Convertible Securities, shall be deemed to be Additional Shares of
Common Stock issued as of the time of such issue or, in case such a
record date shall have been fixed, as of the close of business on such
record date, provided that Additional Shares of Common Stock shall not
be deemed to have been issued unless the consideration per share
(determined pursuant to Subsection 2(c)(v) hereof) of such Additional
Shares of Common Stock would be less than the applicable Purchase Price
in effect on the date of and immediately prior to such issue, or such
record date, as the case may be.
(B) No further adjustment in the Purchase Price shall be made
upon the subsequent issue of Convertible Securities or shares of Common
Stock upon the exercise of such Options or conversion or exchange of
such Convertible Securities.
(C) If such Options or Convertible Securities by their terms
provide, with the passage of time or otherwise, for any increase in the
consideration payable to the Company, or decrease in the number of
shares of Common Stock issuable, upon the exercise, conversion or
exchange thereof, the Purchase Price computed upon the original issue
thereof (or upon
6
7
the occurrence of a record date with respect thereto), and any
subsequent adjustments based thereon, shall, upon any such increase or
decrease becoming effective, be recomputed to reflect such increase or
decrease insofar as it affects such Options or the rights of conversion
or exchange under such Convertible Securities.
(D) No readjustment pursuant to clause (C) above shall have the
effect of increasing the Purchase Price to an amount which exceeds the
lower of (1) the Purchase Price on the original adjustment date, or (2)
the Purchase Price that resulted from any other issuance of Additional
Shares of Common Stock between the original adjustment date and such
readjustment date.
(E) Upon the expiration or termination of any unexercised
Option, the Purchase Price shall be readjusted as if the expired or
terminated Options had never been issued, and the Additional Shares of
Common Stock deemed issued as the result of the original issue of such
Option shall not be deemed issued for the purposes of any subsequent
adjustment of the Purchase Price.
(F) In the event of any change in the number of shares of Common
Stock issuable upon the exercise, conversion or exchange of any Option
or Convertible Security, including, but not limited to, a change
resulting from the anti-dilution provisions thereof, the Purchase Price
then in effect shall forthwith be readjusted to such Purchase Price as
would have been obtained had the adjustment which was made upon the
issuance of such Option or Convertible Security not exercised or
converted prior to such change been made upon the basis of such change,
but no further adjustment shall be made for the actual issuance of
Common Stock upon the exercise or conversion of any such Option or
Convertible Security.
(iv) ADJUSTMENT OF PURCHASE PRICE UPON ISSUANCE OF ADDITIONAL
SHARES OF COMMON STOCK. In the event the Company shall at anytime after
the Original Issue Date issue Additional Shares of Common Stock
(including Additional Shares of Common Stock deemed to be issued
pursuant to Subsection 2(c)(iii), but excluding shares issued upon a
stock split or combination or as a dividend or distribution as provided
in Subsection 2(a), without consideration or for a consideration per
share less than the applicable Purchase Price in effect
7
8
on the date of and immediately prior to such issue, then, and in such
event, such Purchase Price shall be reduced, concurrently with such
issue, to a price (calculated to the nearest cent) determined by
multiplying such Purchase Price by a fraction, (A) the numerator of
which shall be (1) the number of shares of Common Stock outstanding
immediately prior to such issue plus (2) the number of shares of Common
Stock which the aggregate consideration received by the Company for the
total number of Additional Shares of Common Stock so issued would
purchase at such Purchase Price; and (B) the denominator of which shall
be the number of shares of Common Stock outstanding immediately prior to
such issue plus the number of such Additional Shares of Common Stock so
issued; PROVIDED THAT, for the purpose of this Subsection 2(c)(iv), all
shares of Common Stock issuable upon exercise of the Warrants
outstanding immediately prior to such issue shall be deemed to be
outstanding, and immediately after any Additional Shares of Common Stock
are deemed issued pursuant to Subsection 2(c)(iii) (other than shares
excluded from the definition of "Additional Shares of Common Stock"),
such Additional Shares of Common Stock shall be deemed to be
outstanding.
Notwithstanding the foregoing, the applicable Purchase Price
shall not be so reduced at such time if the amount of such reduction
would be an amount less than $.01, but any such amount shall be carried
forward and reduction with respect thereto made at the time of and
together with any subsequent reduction which, together with such amount
and any other amount or amounts so carried forward, shall aggregate $.01
or more.
(v) DETERMINATION OF CONSIDERATION. For purposes of this
Subsection 2(c), the consideration received by the Company for the issue
of any Additional Shares of Common Stock shall be computed as follows:
(A) CASH AND PROPERTY: Such consideration shall:
(1) insofar as it consists of cash, be computed at the
aggregate of cash received by the Company, excluding amounts
paid or payable for accrued interest or accrued dividends;
(2) insofar as it consists of property other than cash,
be computed at the fair market value thereof at the time of such
issue, as
8
9
determined in good faith by the Board of Directors; and
(3) in the event Additional Shares of Common Stock are
issued together with other shares or securities or other assets
of the Company for consideration which covers both, be the
proportion of such consideration so received, computed as
provided in clauses (1) and (2) above, as determined in good
faith by the Board of Directors.
(B) OPTIONS AND CONVERTIBLE SECURITIES. The consideration per
share received by the Company for Additional Shares of Common Stock
deemed to have been issued pursuant to Subsection 2(c)(iii) relating to
Options and Convertible Securities shall be determined by dividing (x)
the total amount, if any, received or receivable by the Company as
consideration for the issue of such Options or Convertible Securities,
plus the minimum aggregate amount of additional consideration (as set
forth in the instruments relating thereto, without regard to any
provision contained therein for a subsequent adjustment of such
consideration) payable to the Company upon the exercise of such Options
or the conversion or exchange of such Convertible Securities, or in the
case of Options for Common Stock, the exercise of such Options for
Convertible Securities and the conversion or exchange of such
Convertible Securities, by (y) the maximum number of shares of Common
Stock (as set forth in the instruments relating thereto, without regard
to any provision contained therein for a subsequent adjustment of such
number) issuable upon the exercise of such Options or the conversion or
exchange of such Convertible Securities.
(d) CERTIFICATES AS TO ADJUSTMENTS. When any adjustment is required to
be made in the Purchase Price, the Company at its expense shall promptly
compute such adjustment in accordance with the terms of the Warrant and prepare
a certificate executed by two officers of the Company setting forth such
adjustment and showing in detail the facts upon which such adjustment is based.
The Company shall forthwith mail to each Holder a copy of such certificate.
Such certificate shall also set forth the kind and amount of stock or other
securities or property into which this Warrant shall be exercisable following
the occurrence of any of the events specified in this Section 2.
3. FRACTIONAL SHARES. The Company shall not be required upon the
exercise of this Warrant to issue any
9
10
fractional shares. In lieu of delivering such fractional interest, the Company
shall pay an amount to the Holder equal to the fair market value of such
fractional interest as of the date of exercise.
4. LIMITATION ON SALES, ETC. Each Holder of this Warrant acknowledges
that this Warrant and the Warrant Stock have not been registered under the
Securities Act of 1933, as amended (the "Act"), and agrees not to sell,
pledge, distribute, offer for sale, transfer or otherwise dispose of this
Warrant or any Warrant Stock issued upon its exercise in the absence of (a) an
effective registration statement under the Act as to this Warrant or such
Warrant Stock, or (b) an applicable exemption from such registration under such
Act. Each certificate or other instrument for Warrant Stock issued upon the
exercise of this Warrant shall bear a legend substantially to the foregoing
effect.
Notwithstanding the foregoing, the Holder may require the Company to
issue a certificate representing the Warrant Stock without a legend in
substitution for a legended certificate representing the Warrant Stock if either
(i) such Warrant Stock has been registered for resale under the Act or (ii) such
registration is no longer required under applicable law.
5. NO IMPAIRMENT. The Company will not, by amendment of its Certificate
of Incorporation or through reorganization, consolidation, merger, dissolution,
sale of assets or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the rights of the Holder of this Warrant against impairment.
6. LIQUIDATING DIVIDENDS. If the Company pays a dividend or makes a
distribution on the Common Stock payable otherwise than in cash out of earnings
or earned surplus (determined in accordance with generally accepted accounting
principles) except for a stock dividend payable in shares of Common Stock (a
"Liquidating Dividend"), then the Company will pay or distribute to the Holder
of this Warrant, upon the exercise hereof, in addition to the Warrant Stock
purchased upon such exercise, the Liquidating Dividend which would have been
paid to such Holder if he, she or it had been the owner of record of such shares
of Warrant Stock immediately prior to the date on which a record is taken for
such Liquidating Dividend or, if no record is taken, the date as of which the
record holders of Common Stock entitled to such dividends or distribution are to
be determined.
10
11
7. NOTICES OF RECORD DATE, ETC. In case:
(a) the Company shall choose a date on which a record is to be taken 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 stock 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 Holder of this Warrant 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 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 ten (10) days
prior to the record date or effective date for the event specified in such
notice.
8. RESERVATION OF STOCK. The Company will at all times reserve and keep
available, solely for issuance and delivery upon the exercise of this Warrant,
such shares of Warrant Stock and other stock, securities and property, as from
time to time shall be issuable upon the exercise of this Warrant. All such
shares shall be duly authorized and, when issued upon such exercise, shall be
validly issued, fully paid and nonassessable, free and clear of all liens,
security interests, charges and other encumbrances or restrictions on sale
(other than any restrictions on transfer which may arise under any applicable
federal or state securities laws) and free and clear of all preemptive rights.
11
12
9. EXCHANGE OF WARRANTS. Upon the surrender by the Holder of any Warrant
or Warrants, properly endorsed, to the Company at the principal office of the
Company, the Company will, subject to the provisions of Section 4 hereof, issue
and deliver to or upon the order of such Holder, at the Company's expense, a new
Warrant or Warrants of like tenor, in the name of such Holder or as such Holder
(upon payment by such Holder of any applicable transfer taxes) may direct,
calling in the aggregate on the face or faces thereof for the number of shares
of Common Stock called for on the face or faces of the Warrant or Warrants so
surrendered.
10. REPLACEMENT OF WARRANTS. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement in an amount reasonably satisfactory to the Company, or (in
the case of mutilation) upon surrender and cancellation of this Warrant, the
Company at its expense (other than with respect to any legal fees incurred by
the Holder which shall be at the Holder's expense) will issue, in lieu thereof,
a new Warrant of like tenor.
11. TRANSFERS, ETC.
(a) The Company will maintain a register containing the names and
addresses of the registered Holders of this Warrant. Any Holder may change its,
his or her address as shown on the warrant register by written notice to the
Company requesting such change.
(b) Subject to the provisions of Section 4 hereof, this Warrant and all
rights hereunder are transferable, in whole or in part, upon surrender of this
Warrant with a properly executed assignment (in this form of EXHIBIT 3 hereto)
at the principal office of the Company.
(c) Until any transfer of this Warrant is made in the warrant register,
the Company may treat the registered Holder of this Warrant as the absolute
owner hereof for all purposes; provided, however, that if and when this Warrant
is properly assigned in blank, the Company may (but shall not be obligated to)
treat the bearer hereof as the absolute owner hereof for all purposes,
notwithstanding any notice to the contrary.
12. MAILING OF NOTICES, ETC. all notices and other communications from
the Company to the Holder of this Warrant shall be mailed by first-class
certified or registered mail, postage prepaid, to the address furnished to the
Company in writing by the last registered Holder of this Warrant who shall have
furnished an address to the Company in writing. All notices
12
13
and other communications from the Holder of this Warrant or in connection
herewith to the Company shall be mailed by first-class certified or registered
mail, postage prepaid, to the Company at its principal office set forth below.
If the Company should at any time change the location of its principal office
to a place other than as set forth below, it shall give prompt written notice
to the registered Holder of this Warrant and thereafter all references in this
Warrant to the location of its principal office at the particular time shall be
as so specified in such notice.
13. NO RIGHTS AS STOCKHOLDER. Until the exercise of this Warrant, the
Holder of this Warrant shall not have or exercise any rights by virtue hereof
as a stockholder of the Company.
14. CHANGE OR WAIVER. Any term of this Warrant may be changed or waived
only by an instrument in writing signed by the party against which enforcement
of the change or waiver is sought.
15. 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.
16. GOVERNING LAW. This Warrant will be governed by and construed in
accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed and issued by its officers thereunto duly authorized as of this 30th
day of January, 1995.
[Corporate Seal] CRYENCO SCIENCES, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------
Name:
Title:
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
ATTEST:
/s/ ▇. ▇. ▇▇▇▇▇▇
------------------
13
14
EXHIBIT 1
PURCHASE FORM
-------------
To: Dated:
The undersigned, pursuant to the provisions set forth in the attached
Warrant (No. __), hereby irrevocably elects to purchase _______ shares of the
Class A Common Stock covered by such Warrant and herewith makes payment of
$________, representing the full purchase price for such shares at the price per
share provided for in such Warrant.
Signature ____________________________
Address: _____________________________
EXHIBIT 2
CONVERSION FORM
---------------
To: Dated:
The undersigned, pursuant to the provisions set forth in the attached
Warrant (No. __), hereby irrevocably elects to convert _______ shares subject
to this Warrant into _________ shares of the Class A Common Stock as provided
for in such Warrant.
If fewer than all of the shares subject to this Warrant are being
converted hereby, please return to the undersigned a new Warrant for the
remaining shares as provided in the Warrant.
Signature ____________________________
Address: _____________________________
14
15
EXHIBIT 3
ASSIGNMENT FORM
---------------
FOR VALUE RECEIVED, ___________________________________ hereby sells,
assigns and transfers all of the rights of the undersigned under the attached
Warrant (No. __) with respect to the number of shares of Class A Common Stock
covered thereby set forth below, unto:
NAME OF ASSIGNEE ADDRESS NO. OF SHARES
---------------- ------- -------------
15
16
CRYENCO SCIENCES, INC.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
June 8, 1995
International Capital Partners, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Chairman
Ladies and Gentlemen:
Reference is made to the Letter Agreement dated May 18, 1995 (the
"Letter Agreement") among Cryenco Sciences, Inc., a Delaware corporation (the
"Corporation"), International Capital Partners, Inc. ("ICP") and the Purchasers
listed on Schedule I thereto. Terms used herein and not otherwise defined shall
have the meanings attributed thereto in the Letter Agreement.
This letter will serve to confirm that pursuant to Paragraph 1 of the
Letter Agreement, effective June 8, 1995 the initial Purchase Price with
respect to Warrant No. ICP-94-30 and Warrant No. ICP-95-31 issued by the
Corporation to ICP on December 20, 1994 and January 30, 1995, respectively,
shall be $3.00 per share. Please annex a copy of this letter to Warrant No.
ICP-94-30 and No. ICP-95-31 as evidence of the reduction of the Purchase Price.
Very truly yours,
CRYENCO SCIENCES, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: President