EXHIBIT C
FORM OF WARRANT AGREEMENT
WARRANT AGREEMENT AND FORM OF WARRANT
WARRANT AGREEMENT (the "Agreement"), dated as of September 19, 1997,
between BCAM INTERNATIONAL, INC., a New York corporation (the "Company"),
_________.
WHEREAS, _________ has agreed to purchase from the Company $________
principal amount of 10%/13% Convertible Notes (the "Notes") due September 15,
2002 pursuant to a Note Purchase Agreement (the "Note Purchase Agreement") of
even date herewith; and
WHEREAS, in connection with the issuance of the Notes, the Company
has agreed to issue to ________or its designee (each, a "Holder") _________
warrants (individually, a "Warrant" and collectively, the "Warrants"), each of
which entitles the Holder thereof to purchase, upon the terms and subject to the
conditions contained in this Agreement and the Warrant Certificates (as defined
below), one share of the common stock of the Company, par value $.01 per share
(the "Common Stock"), subject to adjustment as provided in Section 10 hereof;
and
WHEREAS, the Company will issue certificates evidencing the Warrants
(the "Warrant Certificates") and other matters as provided herein.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto agree as follows:
SECTION 1. Warrant Certificates. The Warrant Certificate (and the
Forms of Exercise, Assignment and Partial Assignment) shall be substantially in
the forms set forth in Exhibits A through D, respectively, attached hereto, and
may have such letters, numbers or other marks of identification and such legends
printed, lithographed or engraved thereon as the Company may deem appropriate
and as are not inconsistent with the provisions of this Agreement.
SECTION 2. Execution and Countersignature of Warrant Certificates.
The Warrant Certificates shall be executed on behalf of the Company by its Chief
Executive Officer, President, Chief Financial Officer or Treasurer (each, a
"Company Officer") under its corporate seal reproduced thereon attested by its
Secretary or Assistant Secretary. The signature of any of these Company Officers
on any Warrant Certificate may be manual or facsimile. The name, incumbency and
specimen signature of each Company Officer authorized to act and give
instructions and notices under this Agreement shall be certified by the
Secretary or Assistant Secretary of the Company. Warrant Certificates bearing
the manual or facsimile signatures of individuals who were at any time Company
Officers shall bind the Company even if any such individual ceased to be a
Company Officer prior to the execution and delivery of such Warrant Certificate
or was not a Company Officer at the date of this Agreement. Each Warrant
Certificate shall be countersigned by the manual signature of each Holder and
shall not be valid for any purpose unless so countersigned. Each Warrant
Certificate shall be dated the date of issuance.
SECTION 3. Transfers; Exchanges and Purchases by the Company.
Subject to Section 13, each Warrant shall be transferable, in whole or in part,
upon surrender of the Warrant Certificate to the Company together with a written
assignment of the Warrant Certificate, on the Form of Assignment or Partial
Assignment, as the case may be, set forth on the reverse thereof or in other
form satisfactory to the Company, duly executed by Holder, and together with
funds to pay any transfer taxes payable in connection with such transfer. Upon
such surrender and payment, a new Warrant Certificate, in the name of the
assignee and in the denomination or denominations specified in such instrument
of assignment, shall be issued and delivered. If less than all of a Warrant
Certificate is being transferred, a new Warrant Certificate or Certificates
shall be issued for the portion of the Warrant not being transferred. The
Warrant Certificate surrendered shall be canceled by the Company.
A Warrant Certificate may be divided or combined with other Warrant
Certificates upon surrender thereof to the Company, together with a written
notice specifying the names and denominations in which new Warrant Certificates
are to be issued, signed by Holder, and together with the funds to pay any
transfer taxes payable in connection with such transfer. Upon such surrender and
payment, a new Warrant Certificate or certificates shall be issued and delivered
in accordance with such notice. The Warrant Certificate surrendered shall be
canceled by the Company.
The Company shall make no service or other charge in connection with
any such transfer or exchange of Warrant Certificates, except for any transfer
taxes or other governmental charges payable in connection therewith.
Warrant Certificates canceled pursuant to any provisions of this
Agreement shall not be reissued, and shall be returned to the Company.
SECTION 4. Duration and Exercise of Warrants. The Warrants shall
expire at 5:00 p.m. New York City time on September 30, 2002, provided, that if
such date falls on a day other than a Business Day, then the Warrants shall
expire at 5:00 p.m. New York City time on the next succeeding Business Day (such
date of expiration being herein referred to as the "Expiration Date"). A
"Business Day" shall mean a day other than a Saturday, Sunday or a public or
national bank holiday or the equivalent for banks generally under the laws of
the State of New York.
The Warrants represented by each Warrant Certificate shall only be
exercisable for Common Stock from the Exercise Date with respect to such
Warrants through and including the Expiration Date with respect to such
Warrants. Each Warrant may be exercised on any Business Day on or prior to 5:00
p.m. New York City time on the Expiration Date. After 5:00 p.m. New York City
time on the Expiration Date, unexercised Warrants will become wholly void and of
no value.
Subject to the provisions of this Agreement, each Holder shall have
the right to purchase from the Company (and the Company shall issue and sell to
such Holder) one fully paid and nonassessable share of Common Stock at the
exercise price (the "Exercise Price") at the time in effect hereunder, upon
surrender the Company of the Warrant Certificate evidencing such Warrant,
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with the Form of Exercise duly completed and signed, and upon payment of the
Exercise Price in lawful money of the United States of America by certified or
official bank check payable to the order of the Company. The Exercise Price
shall be as provided in Section 6. The Exercise Price and the number of shares
of Common Stock purchasable upon exercise of a Warrant shall be subject to
adjustment as provided in Section 10. Except as provided in Section 10, no
adjustment shall be made for any cash dividends or other distributions on or in
respect of the Common Stock or other securities purchasable upon the exercise of
a Warrant.
Subject to Section 6, upon surrender of a Warrant Certificate and
payment of the Exercise Price at the time in effect hereunder and an amount
equal to any applicable transfer tax in cash or by certified check or bank draft
payable to the order of the Company, the Company shall thereupon promptly cause
to be issued and shall deliver to or upon such Holder, within a reasonable time,
not exceeding ten (10) days after each Warrant represented by the Warrant
Certificate shall have been exercised, a certificate for the Common Stock
issuable upon the exercise of each Warrant evidenced by such Warrant
Certificate. Such certificate shall be deemed to have been issued and such
Holder shall be deemed to have become a holder of record of such shares of
Common Stock (a "Shareholder") as of the date of the surrender of such Warrant
Certificate and payment of the Exercise Price.
The Warrants evidenced by a Warrant Certificate shall be
exercisable, at the election of any Holder, either as an entirety or from time
to time for part only of the number of Warrants evidenced by the Warrant
Certificate. In the event that less than all of the Warrants evidenced by a
Warrant Certificate surrendered upon the exercise of Warrants are exercised, a
new Warrant Certificate or Certificates shall be issued for the remaining number
of Warrants evidenced by the Warrant Certificate so surrendered. All Warrant
Certificates surrendered upon exercise of Warrants shall be canceled by the
Company.
The Company shall deposit to the account of the Company all monies
received in payment of the Exercise Price of any Warrant and any applicable
transfer taxes.
SECTION 5. Exercise Price. The initial Exercise Price for Warrants
to be issued hereunder shall $1.75 per share of Common Stock, and such initial
exercise price shall be subject to adjustment as provided in Section 10 hereof.
SECTION 6. Payment of Taxes. The Company shall pay all documentary
stamp taxes, if any, attributable to the issuance of Warrants and the issuance
of Common Stock upon the exercise of any Warrant; 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 issuance of any certificates for Common
Stock in a name other than that of a Holder of a Warrant Certificate surrendered
upon the exercise of a Warrant and the Company shall not be required to issue or
deliver such certificates unless or until the persons requesting the issuance
thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid.
SECTION 7. Mutilated or Missing Warrant Certificates. In case any of
the Warrant Certificates shall be mutilated, lost, stolen or destroyed, the
Company shall issue, in
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exchange and substitution for and upon cancellation of the mutilated Warrant
Certificate, or in lieu of and in substitution for the Warrant Certificate lost,
stolen or destroyed, a new Warrant Certificate of like tenor and representing an
equivalent number of Warrants, but only upon receipt of evidence satisfactory to
the Company of suchloss, theft or destruction of such Warrant Certificate and
indemnity, if requested, also satisfactory to the Company. Applicants for such
substitute Warrant Certificates shall also comply with such other reasonable
requirements and pay such other reasonable charges as the Company may prescribe.
SECTION 8. Reservation of Common Stock. The Company will at all
times reserve and keep available, free from preemptive rights, out of the
aggregate of its authorized but unissued Common Stock and Common Stock held in
its treasury, for the purpose of enabling it to satisfy any obligation to issue
Common Stock upon the exercise of Warrants, the maximum number of shares of
Common Stock which are required to be delivered upon the exercise of all
outstanding Warrants.
The Company covenants that all Common Stock which may be issued upon
the exercise of Warrants will, upon issuance, be duly issued and outstanding,
fully paid and nonassessable and free from all taxes, liens, charges and
security interests with respect to the issuance thereof.
The Company is authorized to requisition from time to time from the
transfer agent for its Common Stock stock certificates required to honor the
exercise of outstanding Warrants. The Company hereby authorizes its present and
any future such transfer agent to comply with all such requests. The Company
will supply such transfer agent with duly executed Common Stock certificates for
such purposes and will itself provide or otherwise make available any cash which
may be payable as provided in Section 11.
SECTION 9. Obtaining of Governmental Approvals and Stock Exchange
Listings. The Company will in good faith and as expeditiously as possible take
all action which may be necessary to obtain and keep effective any and all
permits, consents and approvals of governmental agencies and authorities, and
will make any and all filings under federal and state securities laws necessary
in connection with the issuance, distribution and transfer of Warrant
Certificates, the exercise of the Warrants and the issuance, sale, transfer and
delivery of Common Stock upon the exercise of Warrants, provided, that the
foregoing provisions of this sentence shall not be deemed to require the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), or similar state securities laws of the Warrants or the Common Stock
issuable upon the exercise of the Warrants.
SECTION 10. Adjustment of Exercise Price and Number and Kind of
Securities Purchasable upon Exercise of Warrants.
(a) Adjustment of Exercise Price and Number of Warrants. The
applicable Exercise Price for any Warrants shall be subject to adjustment from
time to time as hereinafter provided for in this Section 10. No adjustment ofthe
Exercise Price for any Warrants, however, shall be made in an amount less than
$.01 per share, but any such lesser adjustment shall be carried forward and
shall be made at the time and together with the next subsequent adjustment,
which
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together with any subsequent adjustments so carried forward shall amount to $.01
per share or more. Upon each adjustment of the Exercise Price for any Warrants,
except pursuant to subsection (f) of this Section 10, each Holder shall
thereafter, at or prior to the Expiration Date, be entitled to purchase, at the
Exercise Price for the applicable Warrants resulting from such adjustment, the
number of shares issuable upon exercise of such Warrants (calculated to the
nearest whole share) obtained by multiplying the applicable Exercise Price in
effect immediately prior to such adjustment by the number of shares issuable
upon exercise of the Warrants immediately prior to such adjustment and dividing
the product so obtained by the applicable Exercise Price resulting from such
adjustment.
(b) Adjustment of Exercise Price upon Certain Issuances of Common
Stock. If at any time after the date hereof, the Company shall issue or sell any
shares of Common Stock for a consideration per share less than the "current
market price" (as hereinafter defined) in effect immediately prior to the time
of such issue or sale, then, forthwith upon such issue or sale, the applicable
Exercise Price for all Warrants shall be reduced to the price (calculated to the
nearest cent) determined by multiplying the applicable Exercise Price in effect
immediately prior to the time of such issue or sale by a fraction, the numerator
of which shall be the sum of (i) the number of shares of Common Stock
outstanding immediately prior to such issue or sale multiplied by the current
market price immediately prior to such issue or sale, plus (ii) the
consideration received by the Company upon such issue or sale, and the
denominator of which shall be the product of (i) the total number of shares of
Common Stock outstanding immediately after such issue or sale, multiplied by
(ii) the current market price immediately prior to such issue or sale.
(c) Constructive Issuances of Stock, Convertible Securities, Rights
and Options. For purposes of subsection (b) of this Section 10, the following
clauses shall also be applicable:
(i) Issuance of Rights or Options. In case at any time the Company
shall in any manner grant any rights or options to subscribe for or to purchase,
or any options for the purchase of, Common Stock or stock or securities
convertible into or exchangeable for Common Stock (such convertible or
exchangeable stock or securities being hereinafter called "Convertible
Securities"), whether or not such rights or options or the right to convert or
exchange any such Convertible Securities are immediately exercisable, and the
price per share for which Common Stock is issuable upon the exercise of such
rights or options or upon conversion or exchange of such Convertible Securities
(determined as provided below) shall be less than the current market price
determined as of the date of granting such rights or options, then the total
maximum number of shares of Common Stock issuable upon the exercise of such
rights or options or upon conversion or exchange of the total maximum amount of
such Convertible Securities issuable upon the exercise of such rights or options
shall (as of the date of granting of such rights or options) be deemed to be
outstanding and to have been issued for such price per share. For the purposes
of calculations under this clause (i), the price per share for which Common
Stock is issuable upon the exercise of any such rights or options or upon
conversion or exchange of any such Convertible Securities shall be determined by
dividing (a) the total amount, if any, received or receivable by the Company as
consideration for the granting of such rights or options, plus the minimum
aggregate amount of additional consideration payable to the Company upon the
exercise of all such rights or options, plus, in the case of such rights or
options which relate to Convertible
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Securities, the minimum aggregate amount of additional consideration, if any,
payable upon the issue or sale of such Convertible Securities and upon the
conversion or exchange thereof, by the maximum number of shares of Common Stock
issuable upon the exercise of such rights or options or upon the conversion or
exchange of all such Convertible Securities issuable upon the exercise of such
rights or options. Except as provided in clause (iii) of this subsection (c), no
further adjustments of any Exercise Price shall be made upon the actual issue of
such Common Stock or of such Convertible Securities upon exercise of such rights
or options or upon the actual issue of such Common Stock upon conversion or
exchange of such Convertible Securities.
(ii) Issuance of Convertible Securities. In case at any time
the Company shall in any manner issue or sell any Convertible Securities,
whether or not the rights to exchange or convert thereunder are immediately
exercisable, and the price per share for which Common Stock is issuable upon
conversion or exchange of such Convertible Securities (determined as provided
below) shall be less than the current market price in effect immediately prior
to the date of such issue or sale of such Convertible Securities, then the total
maximum number of shares of Common Stock issuable upon conversion or exchange of
all such Convertible Securities shall (as of the date of the issue or sale of
such Convertible Securities) be deemed to be outstanding and to have been issued
for such price per share, provided that if any such issue or sale of such
Convertible Securities is made upon exercise of any rights to subscribe for or
to purchase or any option to purchase any such Convertible Securities for which
adjustments of any Exercise Price have been or are to be made pursuant to other
provisions of this subsection (c), no further adjustment of any Exercise Price
shall be made by reason of such issue or sale. For the purposes of calculations
under this clause (ii), the price per share for which Common Stock is issuable
upon conversion or exchange of Convertible Securities shall be determined by
dividing (a) the total amount received or receivable by the Company as
consideration for the issue or sale of such Convertible Securities, plus the
minimum aggregate amount of additional consideration, if any, payable to the
Company upon the conversion or exchange thereof, by (b) the total maximum number
of shares of Common Stock issuable upon the conversion or exchange of all such
Convertible Securities. Except as provided in clause (iii) of this subsection,
no further adjustments of any Exercise Price shall be made upon the actual issue
of such Common Stock upon conversion or exchange of such Convertible Securities.
(iii) Change in Option Price or Conversion Rate; Expiration or
Termination of Rights or Convertible Securities. If the purchase price provided
for in any rights or options referred to in clause (i) above, or the additional
consideration, if any, payable upon the conversion or exchange of Convertible
Securities referred to in clause (i) or (ii) above, or the rate at which any
Convertible Securities referred to in clause (i) or (ii) above are convertible
into or exchangeable for Common Stock, shall change (other than under or by
reason of provisions designed to protect against dilution), then the Exercise
Price for all Warrants then in effect shall forthwith be readjusted to the
Exercise Price which would have then been in effect had such then outstanding
rights, options or Convertible Securities provided for such changed purchase
price, additional consideration or conversion rate, as the case may be, at the
time initially granted, issued or sold. If the purchase price or exercise price
provided for in any such right or option referred to in clause (i) above or the
rate at which any Convertible Securities referred to in clause (i) or (ii) above
are convertible into or exchangeable for Common Stock, shall decrease at any
time under or
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by reason of provisions with respect thereto designed to protect against
dilution, then in case of the delivery of Common Stock upon the exercise of any
such right or option or upon conversion or exchange of any such Convertible
Security, the Exercise Price for all Warrants then in effect hereunder shall
forthwith be decreased to such Exercise Price as would have been obtained had
the adjustments made upon issuance of such right or option or such Convertible
Securities been made upon the basis of the actual issuance of (and the total
consideration received for) the shares of Common Stock delivered upon such
exercise, conversion or exchange. Upon the expiration of any rights, options or
Convertible Securities, if any thereof shall not have been exercised, converted
or exchanged, as the case may be, each applicable Exercise Price and the number
of shares issuable upon exercise of the Warrants shall, upon such expiration, be
readjusted and shall thereafter be such as it would have been had it been
originally adjusted (or had the original adjustment not been required, as the
case may be) as if the only shares of Common Stock so issued were the shares of
Common Stock, if any, actually issued or sold upon the exercise, conversion or
exchange, as the case may be, of such rights, options or Convertible Securities
and (b) such shares of Common Stock, if any, were issued or sold for the
consideration actually received by the Company upon such exercise, conversion or
exchange, as the case may be, plus the aggregate consideration, if any, actually
received by the Company for the issuance, sale or grant of all of such rights,
options or Convertible Securities, whether or not exercised, converted or
exchanged.
(iv) Stock Dividends. In case at any time the Company shall
declare a dividend or make any other distribution upon any stock of the Company
which is payable in Common Stock or Convertible Securities, any Common Stock or
Convertible Securities, as the case may be, issuable in payment of such dividend
or distribution shall be deemed to have been issued or sold without
consideration.
(v) Consideration for Stock. In case any shares of Common
Stock or Convertible Securities or any rights or options to purchase any such
Common Stock or Convertible Securities shall be issued or sold for cash, the
consideration received therefor shall be deemed to be the issuance or sales
price therefor, without deducting therefrom any expenses incurred or any
underwriting commissions or concessions or discounts paid or allowed by the
Company in connection therewith. In case any shares of Common Stock or
Convertible Securities or any rights or options to purchase any such Common
Stock or Convertible Securities shall be issued or sold for a consideration
other than cash, the amount of the consideration other than cash received by the
Company shall be deemed to be the fair value of such consideration as determined
reasonably and in good faith by the Board of Directors of the Company, without
deducting any expenses incurred or any underwriting commissions or concessions
or discounts paid or allowed by the Company in connection therewith. In case any
Common Stock or Convertible Securities or any rights or options to purchase any
shares of Common Stock or Convertible Securities shall be issued in connection
with any merger of another corporation with and into the Company, the amount of
consideration therefor shall be deemed to be the fair value as determined
reasonably and in good faith by the Board of Directors of the Company of such
portion of the assets of such merged corporation as the Board shall determine to
be attributable to such Common Stock, Convertible Securities, rights or options,
as the case may be.
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(vi) Definition of "Current Market Price". For the purpose of
any computation hereunder, the "current market price" shall mean (1) if the
Common Stock is listed on one or more stock exchanges or is quoted on the NASDAQ
National Market (the "National Market"), the average of the closing sales prices
of a share of Common Stock on the primary national or regional stock exchange on
which such shares are listed or on the National Market if quoted thereon or (2)
if the Common Stock is not so listed or quoted but is traded in the
over-the-counter market (other than the National Market), the average of the
closing bid and asked prices of a share of Common Stock, in the case of clauses
(1) and (2), for the 30 trading days (or such lesser number of trading days as
the Common Stock shall have been so listed, quoted or traded) next preceding the
date of measurement; provided, however, that if no such sale prices or bid and
asked prices have been quoted during the preceding 30-day period, "current
market price" means the value as determined reasonably and in good faith by the
Board of Directors of the Company; and provided, further, however, that in the
event the current market price of a share of Common Stock is determined during a
period following the announcement by the Company of (i) a dividend or
distribution on the Common Stock payable in shares of Common Stock or
Convertible Securities, (ii) a dividend of the type referred to in subsection
(d) of this Section 10, or (iii) any subdivision, combination or
reclassification of the Common Stock, and prior to the expiration of 30 trading
days after the ex-dividend date for such dividend or distribution, or the record
date for such subdivision, combination or reclassification, then, and in each
such case, the "current market price" shall be appropriately adjusted to take
into account ex-dividend trading.
(d) Adjustment for Certain Special Dividends. In case the Company
shall declare a dividend upon the Common Stock payable otherwise than out of
earnings or earned surplus, determined in accordance with generally accepted
accounting principles, proper provision shall be made so that each Holder shall
receive (at the Exercise Price in effect immediately prior to such
distribution), the distribution payable per share of Common Stock, whether in
cash, or if the distribution is of property other than cash, such other
property, to which such holder would have been entitled upon such distribution
if such holder had exercised the Warrant held by such Holder immediately prior
thereto.
(e) Subdivision or Combination of Stock. In case the Company shall
at any time subdivide the outstanding shares of Common Stock into a greater
number of shares, each Exercise Price in effect immediately prior to such
subdivision shall be proportionately reduced and the number of shares issuable
upon exercise of the Warrants immediately prior to such subdivision shall be
proportionately increased, and conversely, in case the outstanding shares of
Common Stock shall be combined at any time into a smaller number of shares, each
Exercise Price in effect immediately prior to such combination shall be
proportionately increased and the number of shares issuable upon exercise of the
Warrants immediately prior to such combination shall be proportionately reduced.
(f) Adjustments for Consolidation, Merger, Sale of Assets,
Reorganization, etc. In case the Company (i) consolidates with or merges into
any other corporation and is not the continuing or surviving corporation of such
consolidation or merger, or (ii) permits any other corporation to consolidate
with or merge into the Company and the Company is the continuing or surviving
corporation but, in connection with such consolidation or merger, the Common
Stock is
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changed into or exchanged for stock or other securities of any other corporation
or cash or any other assets, or (iii) transfers all or substantially all of its
properties and assets to any other corporation, or (iv) effects a capital
reorganization or reclassification of the capital stock of the Company 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, and in
each such case, proper provision shall be made so that, upon the basis and upon
the terms and in the manner provided in this subsection (f), upon the exercise
of the Warrants at any time after the consummation of such consolidation,
merger, transfer, reorganization or reclassification, each Holder shall be
entitled to receive (at the aggregate Exercise Price in effect for shares
issuable upon such exercise of the Warrants immediately prior to such
consummation), in lieu of shares issuable upon such exercise of the Warrants
prior to such consummation, the stock and other securities, cash and assets to
which such Holder would have been entitled upon such consummation if such Holder
had so exercised such Warrants immediately prior thereto (subject to adjustments
subsequent to such corporate action as nearly equivalent as possible to the
adjustments provided for in this Section 10).
(g) Notice of Adjustment. Whenever the number of shares issuable
upon the exercise of the Warrants or any Exercise Price is adjusted, as provided
in this Section 10, the Company shall prepare and mail to each Holder a
certificate setting forth (i) the Exercise Price and the number of shares
issuable upon the exercise of the Warrants after such adjustment, (ii) a brief
statement of the facts requiring such adjustment and (iii) the computation by
which such adjustment was made.
(h) No Change of Warrant Necessary. Irrespective of any adjustment
in any Exercise Price or in the number or kind of shares issuable upon exercise
of the Warrants, unless the Holders of a majority of Warrants otherwise request,
the Warrants may continue to express the same price and number and kind of
shares as are stated in the Warrants as initially issued.
(i) Treasury Shares. The number of shares of Common Stock
outstanding at any given time shall not include shares of Common Stock owned or
held by or for the account of the Company. The disposition of any shares of
Common Stock owned or held by or for the account of the Company shall be
considered an issue of Common Stock for the purposes of this Section 10.
(j) Certain Adjustment Rules.
(i) The provisions of this Section 10 shall similarly apply to
successive transactions.
(ii) If the Company shall declare any dividend referred to in
paragraph (iv) of subsection (c) of this Section 10 or subsection (d) of this
Section 10 and if any Holder exercises all or any part of the Warrants after
such declaration but before the payment of such dividend, the Company may elect
to defer, until the payment of such dividend, issuing to such Holder the shares
issuable upon such exercise of the Warrants over and above the shares issuable
upon such exercise of the Warrants on the basis of the Exercise Price in effect
prior to such adjustment; provided, however, that the Company shall deliver to
each such Holder a due ▇▇▇▇ or
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other appropriate instrument evidencing such Holder's right to receive such
additional shares upon the payment of such dividend.
(iii) If the Company shall declare any dividend referred to in
paragraph (iv) of subsection (c) of this Section 10 or subsection (d) of this
Section 10 and shall legally abandon such dividend prior to payment, then no
adjustment shall be made pursuant to this Section 10 in respect of such
declaration.
(k) Exceptions to Adjustment to Purchase Price. Notwithstanding
anything herein to the contrary, no adjustment to any Exercise Price or the
number of shares issuable upon exercise of the Warrants shall be made in the
case of the following:
(i) the issuance of any Warrant or the issuance of any shares
upon any exercise of any Warrant or any adjustment of the Conversion Price with
respect thereto;
(ii) the grant of up to 3,167,500 options to purchase Common
Stock to employees, officers or directors of the Company, or the adjustment of
the exercise price thereof pursuant to the Existing Option Plans;
(iii) the issuance of up to 3,167,500 shares of Common Stock
to any employees, officers or directors of the Company upon the exercise of any
options to purchase Common Stock granted pursuant to the Existing Option Plans:
(iv) the grant of up to 4,500,000 options to purchase Common
Stock to employees, officers or directors of the Company, or the adjustment of
the exercise price thereof pursuant to the New Option Plan:
(v) the issuance of up to 4,500,000 shares of Common Stock to
any employees, officers or directors of the Company upon the exercise of any
options to purchase Common Stock granted pursuant to the New Option Plan; and
(vi) the conversion of the Notes;
(vii) the conversion of the Other Notes issues pursuant to the
Other Note Agreement;
(viii) the issuance of Common Stock of the Company upon
conversion of the shares of Convertible Preferred Stock; and
(ix) any change in the par value of the Common Stock.
(l) Other Exercise Price Reductions. Anything in this Section 10 to
the contrary notwithstanding, the Company shall be entitled to reduce any
Exercise Price, in addition to those adjustments required by this Section 10, to
the extent necessary so that any consolidation or subdivision of the Common
Stock, issuance wholly for cash of any Common Stock at less than the current
market price, issuance wholly for cash of Common Stock or Convertible Securities
or
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dividends on Common Stock payable in Common Stock or other assets, hereafter
made by the Company to the holders of its Common Stock shall not be taxable to
them.
SECTION 11. Fractional Shares of Common Stock. The Company may, but
will not be required to, issue fractions of shares of Common Stock or to
distribute Common Stock certificates which evidence fractions of shares upon the
exercise of the Warrants; provided, however, that in lieu of fractional shares
of Common Stock the Company shall make a cash payment therefor equal in amount
to the product of the applicable fraction multiplied by the "current market
price" then in effect.
SECTION 12. Notices of Certain Events. In the event that the Company
shall propose (a) to pay any dividend payable in stock of any class to the
holders of shares of Common Stock or to make any other distribution to the
holders of shares of Common Stock (other than a regular quarterly cash dividend
out of earnings or retained earnings of the Company), (b) to offer to the
holders of shares of Common Stock rights or warrants to subscribe for or to
purchase any additional shares of Common Stock or shares of stock of any class
or any other securities, rights or options, (c) to effect any reclassification
of its Common Stock, (d) to effect any consolidation or merger into or with, or
to effect any sale or other transfer (or to permit one or more of its
subsidiaries to effect any sale or other transfer) in one or more transactions,
of more than fifty percent (50%) of the assets or earning power of the Company
and its subsidiaries (taken as a whole) to, any other person or entity, or (e)
to effect the liquidation, dissolution or winding up of the Company, then, in
each such case, the Company shall give to each Holder, in accordance with this
Section 12, a notice of such proposed action, which shall specify the record
date for the purposes of such stock dividend, distribution of rights or
warrants, or the date on which such reclassification, consolidation, merger,
sale, transfer, liquidation, dissolution, or winding up is to take place and the
date of participation therein by the holders of the Common Stock, if any such
date is to be fixed, and such notice shall be so given in the case of any action
covered by clause (a) or (b) above at least thirty (30) days prior to the record
date for determining holders of the shares of Common Stock for purposes of such
action, and in the case of any such other action, at least thirty (30) days
prior to the date of the taking of such proposed action or the date of
participation therein by the holders of the shares of Common Stock whichever
shall be the earlier. Notices authorized or required by this Agreement to be
given by the Company to each Holder shall be sufficiently given if sent by
first-class mail, postage prepaid, addressed to each Holder.
SECTION 13. Restrictions on Transferability.
The Warrant Certificates and the shares of capital stock of the
Company issuable upon exercise of the Warrants shall not be transferable except
upon the conditions specified in this Section 13, which conditions are intended
to insure compliance with the provisions of the Securities Act in respect of the
transfer of any Warrant Certificate or any shares of capital stock issuable upon
exercise of the Warrants.
(a) Restrictive Legend; Holder's Representation. Unless and until
otherwise permitted by this Section 13, each certificate representing shares of
capital stock issuable upon exercise of the Warrants, and any certificate issued
at any time upon transfer of, or in exchange for
-11-
or replacement of, any certificate bearing the legend set forth below shall be
stamped or otherwise imprinted with a legend in substantially the following
form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OR ANY STATE SECURITIES LAWS AND,
ACCORDINGLY, THE TRANSFER, RESALE OR OTHER DISPOSITION OF SUCH SECURITIES MAY
ONLY BE MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR A VALID EXEMPTION THEREFROM AND IN COMPLIANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS, AND BY DELIVERY OF AN OPINION OF COUNSEL
SATISFACTORY TO COUNSEL FOR THE COMPANY THAT THERE IS SUCH AN EXEMPTION. THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
CONDITIONS OF THAT CERTAIN WARRANT AGREEMENT DATED AS OF SEPTEMBER 19, 1997, BY
AND BETWEEN IMPLEO LLC AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED
UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY."
So long as the Warrants or the shares of Capital Stock issuable upon
exercise of the Warrants are "restricted securities" within the meaning of the
Securities Act and the regulations promulgated thereunder, each Holder
represents to the Company that he or it is acquiring the Warrants and will
acquire the shares of capital stock issuable upon exercise of the Warrants for
his or its own account and not with a view to any public distribution thereof,
subject to any requirement of law that the disposition of such securities shall
at all times be within the control of the owner thereof. The acquisition of any
Warrants or shares of capital stock issuable upon exercise of the Warrants by
any Holder shall constitute such Holder's reaffirmation of such representation.
Each Holder further represents to the Company that he or it is an "accredited
investor" as defined in Regulation D of the Securities Act. Each Holder
understands that the Warrants and the shares of capital stock issuable upon
exercise of the Warrants have not been registered under the Securities Act and
may only be sold or otherwise disposed of in compliance with the Securities Act.
Each Holder by its acceptance of such security further understands that such
security may bear a legend as contemplated by this Section 13.
(b) Termination of Restrictions. Notwithstanding the foregoing
provisions of this Section 13, the restrictions imposed by this Section 13 upon
the transferability of the Warrant Certificates and the shares of capital stock
issuable upon exercise of the Warrants shall cease and terminate as to any
particular Warrant Certificate or shares of capital stock when, (i) such Warrant
Certificate or shares of capital stock shall have been effectively registered
under the Securities Act and sold by any Holder in accordance with such
registration or (ii) in the opinion of counsel for such Holder, if such opinion
is satisfactory in form and substance to the Company, such restrictions are no
longer required in order to insure compliance with the Securities Act. If and
whenever the restrictions imposed by this Section 13 shall terminate as to a
Warrant Certificate (or to any shares of capital stock) as hereinabove provided,
such Holder may and the Company shall, as promptly as practicable upon the
request of such Holder and at the Company's expense, cause to be stamped or
otherwise imprinted upon such Warrant Certificate or such shares of capital
stock a legend in substantially the following form:
-12-
"The restrictions on transferability of this [these] [Warrant
Certificate/securities] terminated on _____________, and are of no further force
or effect."
All Warrant Certificates issued upon transfer, division or
combination of, or in substitution for, any Warrant Certificate or Warrant
Certificates entitled to bear such legend shall have a similar legend endorsed
thereon. Whenever restrictions imposed by this Section 13 shall terminate as to
any Warrant Certificate or as to any shares of capital stock, as hereinabove
provided, each Holder shall be entitled to receive from the Company without
expense, a new Warrant Certificate or new shares of capital stock not bearing
the restrictive legend set forth in subsection (a) of this Section 13.
SECTION 14. Representations and Warranties. The Company represents
and warrants that:
(a) Organization, Standing and Qualification. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of New York. The Company has all requisite power and authority to
own or lease and operate properties and to carry on its business as now
conducted.
(b) Authority. The Company has all requisite power and authority to
enter into and perform all of its obligations under this Agreement, to issue the
Warrants and to carry out the transactions contemplated hereby. The Company has
taken all corporate or stockholder actions necessary to authorize enter into and
perform all of its obligations under this Agreement and to consummate the
transactions contemplated hereby.
(c) Validity. This Agreement and the Warrants are the legal, valid
and binding obligations of the Company, enforceable in accordance with their
respective terms.
(d) Capitalization.
(i) As of the date hereof, the total authorized capitalization
of the Company consists of (A) 750,000 shares of preferred stock, none of which
are issued or outstanding, and (B) 40,000,000 Shares (par value $.01 per share),
of which 15,954,733 shares were issued and outstanding and 763,182 Shares were
held as treasury shares. All such outstanding shares of the Company have been
duly and validly issued and are fully paid and non-assessable.
(ii) Except as set forth on Schedule I attached hereto, there
are no outstanding subscriptions, warrants, options, calls or commitments of any
character relating to or entitling any person to purchase or otherwise acquire
any of the capital stock or equity securities of the Company or any Subsidiary
thereof or any security that is convertible into or exchangeable for such
capital stock or equity securities. Except as set forth in this Agreement, there
are no preemptive or similar rights to subscribe for or to purchase any capital
stock of the Company, and, except as set forth on Schedule I, the Company has
not entered into any presently outstanding agreement to register its equity or
debt securities under the Securities Act. The Company has no stock option plans
other than the Existing Option Plans (as such term is defined in the Note
Purchase Agreement).
-13-
SECTION 15. Notice. Any notice, demand, request, instruction or
other communication which any party hereto may be required or may desire to give
shall be deemed to have been properly given (a) if by hand delivery, telecopy,
telex or other facsimile transmission, upon delivery to such party at the
address, telecopier or telex number specified below; (b) if by registered or
certified mail, on the fifth Business Day after the day deposited with the
United States Postal Service, postage prepaid, return receipt requested,
addressed to such party at the address specified below; or (c) if by Federal
Express or other reputable express mail service, on the next Business Day after
delivery to such express mail service, addressed to such party at the following
address:
To the Company, at:
BCAM International, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
If to any Purchaser, at its address
listed on the signature pages hereof:
or to such other address, telex, telecopier, or other facsimile transmission
number as the party to be served with notice may have furnished in writing to
the party seeking or desiring to serve notice as a place or number for the
service of notice.
SECTION 16. Identity of Transfer Agent. Forthwith upon the
appointment of any subsequent transfer agent for the Common Stock, or any other
shares of the Company's capital stock issuable upon the exercise of the
Warrants, the Company will provide to each Holder a statement setting forth the
name and address of such subsequent transfer agent.
SECTION 17. Supplements and Amendments.
(a) The Company may from time to time supplement or amend this
Agreement without the approval of any Holder in order to cure any ambiguity, to
correct or supplement any provision contained herein which may be defective or
inconsistent with any provisions herein, or to make any other provisions with
regard to matters or questions arising hereunder which the Company may deem
necessary or desirable and which shall not adversely affect the interests of any
Holder.
(b) Any term, covenant, agreement or condition contained in this
Agreement may be amended, or compliance therewith may be waived (either
generally or in a particular instance and either retroactively or
prospectively), by a written instrument signed by the Company and each Holder.
SECTION 18. No Rights as Shareholders. Nothing contained in this
Agreement or in any of the Warrant Certificates shall be construed as conferring
upon any Holder any rights of a
-14-
Shareholder, including without limitation, the right to vote, to receive
dividends or to consent to, or receive notice as a Shareholder in respect of,
any meeting of Shareholders for the election of directors of the Company or for
any other matter.
SECTION 19. Successors. All the covenants and provisions of this
Agreement by or for the benefit of the Company and each Holder shall bind and
inure to the benefit of their respective successors and assigns hereunder.
SECTION 20. Termination. This Agreement shall terminate and be of no
further force and effect at, and no Warrant may be exercised after, 5:00 p.m.
New York City time on the Expiration Date provided for in Section 4 of this
Agreement. Notwithstanding the foregoing, this Agreement will terminate on any
earlier date when all Warrants have been exercised and no Warrants remain
outstanding.
SECTION 21. Governing Law. This Agreement and each Warrant issued
hereunder shall be deemed to be a contract made under the laws of the State of
New York, without regard to the conflict of law principles thereof, and for all
purposes shall be governed by and construed in accordance with the laws of such
state applicable to contracts to be made and performed entirely within such
state.
SECTION 22. Benefits of this Agreement; Rights of Action. Nothing in
this Agreement shall be construed to give to any person or corporation other
than the Company and each Holder any legal or equitable right, remedy or claim
under this Agreement; and this Agreement shall be for the sole and exclusive
benefit of the Company and each Holder.
SECTION 23. Damages. The Company recognizes and agrees that each
Holder will not have an adequate remedy if the Company fails to comply with the
terms of this Agreement and the Warrant Certificates and that damages will not
readily be ascertainable, and the Company expressly agrees that, in the event of
such failure, it shall not oppose an application by any Holder requiring
specific performance of any and all provisions of the Warrant or this Agreement
or enjoining the Company from continuing to commit any such breach of the terms
of the Warrant or this Agreement.
SECTION 24. Counterparts. This Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
SECTION 25. Headings. The headings used in this Agreement are
inserted for convenience only and neither constitute a portion of this Agreement
nor in any manner affect the construction of the provisions of this Agreement.
SECTION 26. Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.
-15-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed, as of the day and year first above written.
Attest: BCAM INTERNATIONAL, INC.
By:
-------------------------- ----------------------------------
Name:
-----------------------
Title:
-----------------------
----------
By:
----------------------------------
Name:
-----------------------
Title:
-----------------------
-16-
SCHEDULE I
A. Outstanding Subscriptions, Warrants, Options, Calls, etc.
Date of Number of Shares of Conversion Price
Agreement or Holder or Common Stock or Warrant Price,
or Instrument Holders Expiration Date Covered Etc.
------------- ------- --------------- ------- ----
B. Registration Agreements
Number of
Date of Holder or Demand
Agreement Holders Expiration Date Securities Covered Registrations
--------- ------- --------------- ------------------ -------------
EXHIBIT A TO THE
WARRANT AGREEMENT
[FORM OF WARRANT CERTIFICATE]
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, THE TRANSFER,
RESALE OR OTHER DISPOSITION OF SUCH SECURITIES MAY ONLY BE MADE PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR A VALID EXEMPTION
THEREFROM AND IN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS, AND BY
DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO COUNSEL FOR THE COMPANY THAT
THERE IS SUCH AN EXEMPTION.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
CONDITIONS OF THAT CERTAIN WARRANT AGREEMENT DATED AS OF SEPTEMBER 19, 1997,
BETWEEN IMPLEO LLC AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED
UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.
EXERCISABLE ONLY ON OR BEFORE 5:00 P.M. NEW YORK CITY TIME
September 19, 2002
No. W-___ __________ Warrants
WARRANT CERTIFICATE
BCAM INTERNATIONAL, INC.
This Warrant Certificate certifies that __________________, or
registered assigns, is the registered holder (the "Holder") of ____________
Warrants (the "Warrants") expiring September 19, 2002 to purchase common stock
of BCAM International, Inc., a New York corporation (the "Company"). Each
Warrant entitles the Holder to purchase from the Company, on or after the
issuance hereof, and on or before 5:00 p.m. New York City time on September 19,
2002 one fully paid and nonassessable share of common stock of the Company, par
value $.01 per share ("Common Stock"), at the exercise price (the "Exercise
Price") at the time in effect under the Warrant Agreement (as hereinafter
defined), payable in lawful money of the United States of America, upon
surrender of this Warrant Certificate and payment of such Exercise Price to the
Company in New York, New York, but only subject to the conditions set forth
herein and in the Warrant Agreement; provided, however, that the number or kinds
of shares of Common Stock or other securities (or in certain events other
property) purchasable upon exercise of the Warrants and the Exercise Price
referred to herein may as of the date of this Warrant Certificate have been, or
may after such date be, adjusted as a result of the occurrence of certain
events, as more fully
provided in the Warrant Agreement. Payment of the Exercise Price shall be made
by certified or official bank check payable to the order of the Company.
No Warrant may be exercised after 5:00 p.m. New York City time on
September 19, 2002 (the "Expiration Date").
The Warrants evidenced by this Warrant Certificate are part of a
duly authorized issue of Warrants issued pursuant to a Warrant Agreement, dated
as of September 19, 1997 (the "Warrant Agreement"), duly executed and delivered
by the Company, which Warrant Agreement is hereby incorporated by reference in
and made a part of this instrument and is hereby referred to for a description
of the rights, limitation of rights, obligations, duties and immunities
thereunder of the Company and Holder. initially capitalized terms used but not
defined herein shall have the meanings assigned to such terms in the Warrant
Agreement. A copy of the Warrant Agreement is available for inspection at the
Company, located ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ during regular
business hours.
Warrants may be exercised to purchase shares of Common Stock from
the Company at any time, or from time to time on or after the date hereof and on
or before the Expiration Date, at the Exercise Price then in effect. The Holder
may exercise the Warrants represented by this Warrant Certificate by
surrendering the Warrant Certificate with the Form of Exercise set forth hereon
properly completed and executed, together with payment of the Exercise Price at
the time in effect, to the Company. In the event that an exercise of Warrants
evidenced hereby shall be an exercise of less than the total number of Warrants
evidenced hereby, there shall be issued to Holder or Holder's assignee a new
Warrant Certificate evidencing the number of Warrants not exercised. No
adjustment will be made for any dividends on any shares of Common Stock issuable
upon exercise of this Warrant.
The Warrant Agreement provides that upon the occurrence of certain
events the Exercise Price may, subject to certain conditions, be adjusted and
under certain circumstances the Warrant may become exercisable for securities or
other assets other than the shares of Common Stock referred to on the face
hereof. If the Exercise Price is adjusted, the Warrant Agreement provides that
the number of shares of Common Stock purchasable upon the exercise of each
Warrant shall be adjusted.
The Company may, but shall not be required to, issue fractions of
shares of Common Stock or any certificates that evidence fractional shares of
Common Stock. In lieu of fractional shares of Common Stock, the Company shall
make a cash payment therefor equal in amount to the product of the applicable
fraction multiplied by the current market price then in effect.
Subject to the terms and conditions contained in the Warrant
Agreement, the Warrants represented by this Warrant Certificate are
transferable, in whole or in part, upon surrender of this Warrant Certificate to
the Company, together with a written assignment of the Warrant on the Form of
Assignment or Partial Assignment, as the case may be, set forth hereon or in
other form satisfactory to the Company, duly executed by Holder or Holder's duly
appointed legal representative, and together with funds to pay any transfer
taxes payable in connection with such transfer. Upon such surrender and payment,
a new Warrant Certificate shall be issued and delivered in the name of the
assignee and in the denomination or denominations specified in such
-2-
instrument of assignment. If less than all of the Warrants represented by this
Warrant Certificate are being transferred, a new Warrant Certificate or
Certificates shall be issued for the portion of this Warrant Certificate not
being transferred.
This Warrant Certificate may be divided or combined with other
Warrant Certificates upon surrender hereof to the Company, together with a
written notice specifying the names and denominations in which new Warrant
Certificates are to be issued, signed by Holder or Holder's duly appointed legal
representative, and together with the funds to pay any transfer taxes payable in
connection with such transfer. Upon such surrender and payment, a new Warrant
Certificate or Certificates shall be issued and delivered in accordance with
such notice.
The Company shall make no service or other charge in connection with
any such transfer or exchange of this Warrant Certificate (notwithstanding any
notation of ownership or other writing hereon made by anyone), for the purpose
of any exercise hereof, any distribution to Holder hereof, and for all other
purposes.
This Warrant Certificate shall not be valid unless countersigned by
Holder by the manual signature of one of its authorized officers.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate
to be duly executed under its corporate seal.
BCAM INTERNATIONAL, INC..
By:
-------------------------------------
Name:
Title:
Dated: September 19, 1997
Attest:
------------------------------
Countersigned:
BCAM INTERNATIONAL, INC.
By:
--------------------------------
Name:
Title:
-3-
EXHIBIT B TO THE
WARRANT AGREEMENT
[FORM OF EXERCISE]
[To be executed upon exercise of Warrant]
The undersigned (the "Holder") hereby irrevocably elects to exercise
the right, represented by BCAM International, Inc. Warrant Certificate No.
W-______, to purchase ________ shares of BCAM International, Inc., in the amount
of $_______ in accordance with the terms hereof. The undersigned requests that a
certificate for such Common Stock be registered in the name of _______ (insert
social security or other identifying number) whose address is _________________.
If said number of ____ shares of Common Stock is less than all of the shares of
Common Stock purchasable under BCAM International, Inc. Warrant Certificate No.
W-____, Holder requests that a new Warrant Certificate representing the
remaining balance of the shares of Common Stock be registered in the name of
Holder and that such Warrant Certificate be delivered to ___________ whose
address is ___________.
Dated:______________, _____
Signature:
---------------------------------
(Signature must conform in all respects to
name of Holder as specified on the face of
the Warrant Certificate.)
----------------------------------
(insert Social Security or
Taxpayer Identification
Number of Holder)
Signature Guaranteed:
----------------------------------
EXHIBIT C TO THE
WARRANT AGREEMENT
[FORM OF ASSIGNMENT]
(To be executed to transfer the Warrant Certificate)
FOR VALUE RECEIVED___________________________________________ hereby
sells, assigns and transfers unto______________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
__________________ (print name and address of transferee) the Warrants
represented by BCAM International, Inc. Warrant Certificate No. W-_____________
together with all right, title and interest evidenced thereby, and does hereby
irrevocably constitute and appoint _____________________, attorney, to transfer
the said Warrants on the books of BCAM International, Inc., with full power of
substitution.
Dated:______________, _____
Signature:
---------------------------------
(Signature must conform in all respects to
name of Holder as specified on the face of
the Warrant Certificate.)
-----------------------------------------
(insert Social Security or
Taxpayer Identification Number of Holder)
Signature Guaranteed:
-----------------------------------------
EXHIBIT D TO THE
WARRANT AGREEMENT
[FORM OF PARTIAL ASSIGNMENT]
(To be executed to transfer the Warrant Certificate)
FOR VALUE RECEIVED___________________________________________ (the
"Holder") hereby sells, assigns and transfers unto________________________
______________________ (print name and address of transferee) _________ Warrants
represented by BCAM International, Inc. Warrant Certificate No. W-_______,
together with all right, title and interest evidenced thereby, and does hereby
irrevocably constitute and appoint _____________, attorney, to transfer said
Warrants on the books of BCAM International, Inc., with full power of
substitution. Holder requests that a new Warrant Certificate representing the
remaining balance of Warrants represented by BCAM International, Inc. Warrant
Certificate No. W-________ be registered in the name of Holder and that such
Warrant Certificate be delivered to ___________ whose address is ______________.
Dated:______________, _____
Signature:
---------------------------------
(Signature must conform in all respects to
name of Holder as specified on the face of
the Warrant Certificate.)
----------------------------------
(insert Social Security or
Taxpayer Identification
Number of Holder)
Signature Guaranteed:
----------------------------------