EXHIBIT 4.23
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October 18, 1995
BELMAC CORPORATION
The Transferability of this Warrant is
Restricted as Provided in Article 3
In consideration of $.001 per Warrant and other good and valuable
consideration, the receipt of which is hereby acknowledged by BELMAC
CORPORATION, One Urban Centre, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇ corporation ("the Company"), Baytree Associates, Inc.
is hereby granted the right to purchase, at the initial exercise price of $2.50
per share, at any time until 5:00 P.M., New York time, on October 18, 1999,
100,000 (one hundred thousand) shares of the Company's Common Stock, $.02 par
value per share ("Shares").
This Warrant initially is exercisable at a price of $2.50 per Share
payable in cash or by certified or official bank check in New York Clearing
House funds, subject to adjustment as provided in Article 6 hereof. Upon
surrender of this Warrant, with the annexed Subscription Form duly executed,
together with payment of the Purchase Price (as hereinafter defined) for the
Shares purchased, at the offices of the Company, the registered holder of this
Warrant ("Holder" or "Holders") shall be entitled to receive a certificate or
certificates for the Shares so purchased.
1. Exercise of Warrant.
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The purchase rights represented by this Warrant are exercisable at the
option of the
Holder hereof, in whole or in part (but not as to fractional Shares underlying
this Warrant), during any period in which this Warrant may be exercised as set
forth above. In the case of the purchase of less than all the Shares purchasable
under this Warrant, the Company shall cancel this Warrant upon the surrender
hereof and shall execute and deliver a new Warrant of like tenor for the balance
of the Shares purchasable hereunder.
2. Issuance of Certificates.
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Upon the exercise of this Warrant, the issuance of certificates for
Shares underlying this Warrant shall be made forthwith (and in any event within
five business days thereafter) without charge to the Holder hereof including,
without limitation, any tax which may be payable in respect of the issuance
thereof, and such certificates shall (subject to the provisions of Articles 3
hereof) be issued in the name of, or in such names as may be directed by, the
Holder hereof; provided, however, that the Company shall not be required to pay
any tax which may be payable in respect of any transfer involved in the issuance
and delivery of any such certificates in a name other than that of the Holder
and the Company shall not be required to issue or deliver such certificates
unless or until the person or 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. The certificates
representing the Shares underlying this Warrant shall be executed on behalf of
the Company by the manual or facsimile signature of one of the present or any
future Chairman or President of the Company and any present or future Vice
President or Secretary of the Company.
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3. Restriction on Transfer of Warrant.
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The Holder of this Warrant, by its acceptance hereof, covenants and
agrees that this Warrant is being acquired as an investment and not with a view
to the distribution hereof, and that it may not be exercised, sold, transferred,
assigned, hypothecated or otherwise disposed of, in whole or in part unless in
the opinion of counsel concurred in by the Company's counsel such transfer is in
compliance with all applicable securities laws.
4. Price.
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4.1 Initial and Adjusted Purchase Price. The initial purchase price
shall be $2.50 per Share. The adjusted purchase price shall be the price which
shall result from time to time from any and all adjustments of the initial
purchase price in accordance with the provisions of Article 5 hereof.
4.2 Purchase Price. The term "Purchase Price" herein shall mean the
initial purchase price or the adjusted purchase price, depending upon the
context.
5. Adjustments of Purchase Price and Number of Shares.
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5.1 Subdivision and Combination. In case the Company shall at any
time subdivide
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or combine the outstanding Shares, the Purchase Price shall forthwith be
proportionately decreased in the case of subdivision or increased in the case of
combination.
5.2 Adjustment in Number of Shares. Upon each adjustment of the
Purchase Price pursuant to the provisions of this Article 5, the number of
Shares issuable upon the exercise of this Warrant shall be adjusted to the
nearest full Share by multiplying a number equal to the Purchase Price in effect
immediately prior to such adjustment by the number of Shares issuable upon
exercise of this Warrant immediately prior to such adjustment and dividing the
product so obtained by the adjusted Purchase Price.
5.3 Reclassification, Consolidation, Merger, etc. In case of any
reclassification or change of the outstanding Shares (other than a change in par
value to no par value, or from no par value to par value, or as a result of a
subdivision or combination), or in the case of any consolidation of the Company
with, or merger of the Company into, another corporation (other than a
consolidation or merger in which the Company is the surviving corporation and
which does not result in any reclassification or change of the outstanding
Shares, except a change as a result of a subdivision or combination of such
shares or a change in par value, as aforesaid), or in the case of a sale or
conveyance to another corporation of the property of the Company as an entirety,
the Holder of this Warrant shall thereafter have the right to purchase upon the
exercise of this Warrant the kind and number of shares of stock and other
securities and property receivable upon such reclassification, change,
consolidation, merger, sale or conveyance as if the Holder were the owner of the
Shares underlying this Warrant immediately prior to any such events at the
Purchase Price in effect immediately prior to the record date for such
reclassification, change, consolidation, merger, sale or conveyance as if such
Holder had exercised this Warrant.
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6. Registration Rights.
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The Company hereby agrees, for one time only, to include the Shares in
any one Registration Statement (other than a Registration Statement on Form S-4
or S-8 or similar or successor forms) filed by the Company with the Securities
and Exchange Commission between the date hereof and the expiration date of this
Warrant. The Company shall pay all filing fees, related accountants' and
counsels' fees and all other registration expenses incurred by the Company in
complying with this Section 6; provided, however, that all underwriting
discounts and selling commissions applicable to the Shares shall be borne by the
seller or sellers thereof.
7. Exchange and Replacement of Warrant.
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This Warrant is exchangeable without expense, upon the surrender hereof
by the registered Holder at the principal executive office of the Company for a
new Warrant of like tenor and date representing in the aggregate the right to
purchase the same number of Shares as are purchasable hereunder in such
denominations as shall be designated by the Holder hereof at the time of such
surrender.
Upon receipt by the Company of evidence reasonably satisfactory to it
of the loss, theft, destruction or mutilation of this Warrant, and, in case of
loss, theft or destruction, of indemnity or security reasonably satisfactory to
it, and reimbursement to the Company of all reasonable expenses incidental
thereto, and upon surrender and cancellation of this Warrant, if mutilated, the
Company will make and deliver a new Warrant of like tenor, in lieu of this
Warrant.
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8. Elimination of Fractional Interests.
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The Company shall not be required to issue certificates representing
fractions of Shares on the exercise of this Warrant, nor shall it be required to
issue scrip or pay cash in lieu of fractional interests, it being the intent of
the parties that all fractional interests shall be eliminated pursuant to
Section 5.2.
9. Reservation and Listing of Securities.
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The Company shall at all times reserve and keep available out of its
authorized Shares, solely for the purpose of issuance upon the exercise of this
Warrant, such number of Shares as shall be issuable upon the exercise hereof and
thereof. The Company covenants and agrees that, upon exercise of this Warrant
and payment of the Purchase Price therefor, all Shares issuable upon such
exercise shall be duly and validly issued, fully paid and non-assessable. As
long as this Warrant shall be outstanding, the Company shall use its reasonable
best efforts to cause all Shares issuable upon the exercise of this Warrant to
be listed (subject to official notice of issuance) on all securities exchanges
on which the Shares of the Company's Common Stock may then be listed and/or
quoted on NASDAQ.
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10. Notices.
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All notices, requests, consents and other communications hereunder
shall be in writing and shall be deemed to have been duly given when delivered,
or mailed by registered or certified mail, return receipt requested:
(a) If to the registered Holder of this Warrant, to the address of
such Holder as shown on the books of the Company; or
(b) If to the Company, to the address set forth on the first page of
this Warrant or to such other address as the Company may designate by
notice to the Holders.
11. Successors.
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All the covenants, agreements, representations and warranties contained
in this Warrant shall bind the parties hereto and their respective heirs,
executors, administrators, distributees, successors and assigns.
12. Headings.
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The Article and Section headings in this Warrant are inserted for
purposes of convenience only and shall have no substantive effect.
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13. Law Governing.
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This Warrant shall be construed and enforced in accordance with, and
governed by, the laws of the State of Florida.
WITNESS the seal of the Company and the signature of its duly
authorized officers.
BELMAC CORPORATION
[SEAL]
By ___________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President & CEO
Attest:
___________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Secretary
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SUBSCRIPTION FORM
(To be Executed by the Registered Holder
in order to Exercise the Warrant)
The undersigned hereby irrevocably elects to exercise the right to
purchase Shares by this Warrant according to the conditions hereof and herewith
makes payment of the Purchase Price of such Shares in full.
______________________
Signature
______________________
Address
Dated: ______________________, 19____. ______________________
Social Security Number or
Taxpayer's Identification Number
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