1059171/0001/J9719993v2 ULTRA EMISSIONS TECHNOLOGIES LIMITED and TECOGEN INC WARRANT TO SUBSCRIBE FOR SHARES
1059171/0001/J9719993v2
ULTRA EMISSIONS TECHNOLOGIES LIMITED
and
TECOGEN INC
WARRANT TO SUBSCRIBE FOR SHARES
1059171/0001/J9719993v2
CONTENTS
Page
1. INTERPRETATION ................................................................................................................ 1
2. CONSTITUTION OF THE WARRANTS ................................................................................... 4
3. CERTIFICATE ........................................................................................................................ 4
4. THE WARRANTS .................................................................................................................. 4
5. NOTICES .............................................................................................................................. 4
6. COUNTERPARTS .................................................................................................................. 6
7. GENERAL ............................................................................................................................. 6
8. GOVERNING LAW AND JURISDICTION ................................................................................ 6
SCHEDULE 1 FORM OF WARRANT CERTIFICATE ............................................................................ 8
SCHEDULE 2 CONDITIONS ............................................................................................................ 10
1. THE WARRANTS ................................................................................................................ 10
2. SUBSCRIPTION RIGHTS ...................................................................................................... 10
3. EXERCISE OF SUBSCRIPTION RIGHTS ................................................................................ 10
4. SHARES ISSUED UPON EXERCISE OF WARRANT ............................................................... 11
5. ADJUSTMENT .................................................................................................................... 11
6. COVENANTS BY THE COMPANY ........................................................................................ 12
7. REPRESENTATIONS AND WARRANTIES BY THE COMPANY .............................................. 12
8. TRANSFER OF WARRANTS................................................................................................. 13
9. WINDING UP ..................................................................................................................... 13
10. INFORMATION .................................................................................................................. 13
11. VARIATION OF RIGHTS ...................................................................................................... 13
12. GENERAL ........................................................................................................................... 14
1059171/0001/J9719993v2
THIS AGREEMENT is dated _________________________ 2016
BETWEEN:
(1) ULTRA EMISSIONS TECHNOLOGIES LIMITED, a company incorporated in Jersey under
company number 120142 and whose registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇ ▇▇▇ (the “Company”); and
(2) TECOGEN INC incorporated and registered in the United States of America whose registered
office is at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇
(the “Warrantholder”)
WHEREAS:
(A) The Company has pursuant to a resolution of the Board determined to create and issue
warrants to the Warrantholder for no initial consideration, entitling the Warrantholder to
subscribe, subject to the provisions hereof and to the Conditions, for a total of 2,000,000
Ordinary Shares with an exercise price of USD 1 per Warrant; and
(B) The Company has accordingly determined to execute this Agreement in order to define the
rights and interests of the Warrantholder to afford protection for such rights and interests;
(C) The Warrantholder has agreed to acquire warrants on the terms of this Agreement.
NOW THIS AGREEMENT WITNESSES and the Company hereby declares as follows.
1. INTERPRETATION
1.1 In this Agreement unless the context otherwise requires:
“Adjustment Event” has the meaning given to it in paragraph 5.3 of the Conditions;
“Adjustment Event Certificate” has the meaning given to it in paragraph 6.1(b) of the
Conditions;
“Articles” means the articles of association of the Company in force at the date of this
Agreement or as amended from time to time;
“Board” means the board of directors of the Company as constituted from time to time;
“Business Day” means a day other than a Saturday or a Sunday on which banks are open for
general business for the entire day in the Island of Jersey;
“Certificate” means the certificate for the Warrants set out in Schedule 1;
“Conditions” means the terms and conditions for the Warrants set out in Schedule 2;
“Exercise Period” means the period commencing on and from the date hereof until the first
anniversary of the date of this Agreement;
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“Exercise Price” means USD1 per Warrant Share, subject to adjustment pursuant to
paragraph 6 of the Conditions;
“Expiration Date” means the date of expiry of the Exercise Period;
“Ordinary Shares” mean ordinary shares of no par value each in the capital of the Company;
“Register” means the register of Warrantholder(s) kept pursuant to the Conditions;
“Share” means ordinary shares of no par value in the Company;
“Subscription Rights” means the rights attaching to each of the Warrants entitling the
Warrantholder to subscribe for Ordinary Shares in accordance with the Conditions;
“Warrants” means the warrants evidenced by the Certificates to subscribe for the Warrant
Shares;
“Warrant Shares” means the 2,000,000 Ordinary Shares that are the subject of the
Warrants, as subject to adjustment pursuant to paragraph 5 of the Conditions.
1.1 Unless otherwise specified:
1.1.1 Clause, Schedule and paragraph headings are for convenience only and shall not
affect the interpretation of this Agreement.
1.1.2 References to clauses and Schedules are to clauses of and Schedules to this
Agreement and references to paragraphs are to paragraphs of the relevant
Schedule.
1.1.3 The Recitals and Schedules form part of this Agreement and shall have effect as if
set out in full in the body of this Agreement. Any reference to this Agreement
includes the Schedules.
1.1.4 A reference to this Agreement or to any other agreement or document referred to
in this Agreement is a reference to this Agreement or such other agreement or
document as amended, supplemented, replaced or novated in accordance with its
terms from time to time.
1.1.5 Unless the context otherwise requires, words in the singular shall include the plural
and in the plural shall include the singular.
1.1.6 Unless the context otherwise requires, a reference to one gender shall include a
reference to the other genders.
1.1.7 A person includes a natural person, corporate or unincorporated body, government,
state or agency of a state, local or municipal authority or government body or any
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joint venture, association or partnership (whether or not having separate legal
personality).
1.1.8 A company shall be construed so as to include any company, corporation or other
body corporate, whether and however incorporated or established.
1.1.9 A reference to any party shall include that party's successors and permitted assigns.
1.1.10 A reference to a holding company or a subsidiary means a holding company or a
subsidiary (as the case may be) as defined in Article 2 of the Law and for the
purposes only of the membership requirement contained in Article 2, a company
shall be treated as a member of another company even if its shares in that other
company are registered in the name of:
(a) another person (or its nominee), by way of security or in connection with the
taking of security; or
(b) its nominee.
1.1.11 Any words following the terms including, include, in particular, for example or any
similar expression shall be construed as illustrative and shall not limit the sense of
the words, description, definition, phrase or term preceding those terms.
1.1.12 Where the context permits, other and otherwise are illustrative and shall not limit
the sense of the words preceding them.
1.1.13 If a word or phrase is defined, any other grammatical form of that word or phrase
has a corresponding meaning.
1.1.14 A reference to a statute or statutory provision is a reference to it as amended,
extended or re-enacted from time to time, provided that, as between the parties,
no such amendment, extension or re-enactment made after the date of this
Agreement shall apply for the purposes of this Agreement to the extent that it
would impose any new or extended obligation, liability or restriction on, or
otherwise adversely affect the rights of, any Party.
1.1.15 A reference to a statute or statutory provision shall include all subordinate
legislation made from time to time under that statute or statutory provision.
1.1.16 Any reference to a legal term under the Laws of Jersey for any action, remedy,
method of judicial proceeding, legal document, legal status, court, official or any
legal concept or thing shall, in respect of any jurisdiction other than Jersey, be
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deemed to include a reference to that which most nearly approximates to the legal
term under the Laws of Jersey in that jurisdiction.
1.1.17 Any obligation on a party not to do something includes an obligation not to allow
that thing to be done.
2. CONSTITUTION OF THE WARRANTS
2.1 The Warrants shall be hereby constituted subject to Schedule 2.
3. CERTIFICATE
3.1 The Certificate shall be in the form set out in Schedule 1 and shall have endorsed thereon
the Conditions in the form set out in Schedule 2.
3.2 The Certificate shall be executed and delivered by the Company.
4. THE WARRANTS
The Company shall comply with the terms of the Warrants and shall observe and perform
the Conditions which shall be deemed to be incorporated in this Agreement and shall be
binding on the Company and the Warrantholder and all persons claiming through or under
them respectively.
5. NOTICES
5.1 A notice given to a party under or in connection with this Agreement:
5.1.1 shall be in writing and in English;
5.1.2 shall be signed by or on behalf of the party giving it;
5.1.3 shall be sent to the relevant party for the attention of the contact and to the address
specified in clause 5.2, or such other address, fax number or person as that party
may notify to the other in accordance with the provisions of this clause 5; and
5.1.4 shall be:
(a) delivered by hand; or
(b) sent by fax; or
(c) sent by pre-paid first class post, recorded delivery or special delivery; or
(d) sent by airmail or by reputable international overnight courier (if the notice is
to be served by post to an address outside the country from which it is sent);
or
(e) sent by e-mail to an e-mail address notified by the relevant party to the other
party for such purpose; and
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5.1.5 unless proved otherwise is deemed received as set out in clause 5.4.
5.2 The addresses for service of notices shall be those set out at the beginning of this
Agreement.
5.3 A party may change its details for service of notices as specified in clause 5.2 by giving notice
to the other party. Any change notified pursuant to this clause shall take effect at 9.00 am
on the later of:
5.3.1 the date (if any) specified in the notice as the effective date for the change; or
5.3.2 5 (Five) Business Days after deemed receipt of the notice.
5.4 Delivery of a notice is deemed to have taken place (provided that all other requirements in
this clause have been satisfied):
5.4.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is
left at the address; or
5.4.2 if sent by pre-paid first class post, recorded delivery or special delivery to an address
in the Island of Jersey, at 9.00 am on the second Business Day after posting; or
5.4.3 if sent by reputable international overnight courier to an address outside the
country from which it is sent, on signature of a delivery receipt or at the time the
notice is left at the address; or
5.4.4 if sent by e-mail, 1 (one) hour after the email was sent, provided that no automated
report showing failed delivery is received; and
5.4.5 if deemed receipt under the previous paragraphs of this clause 5.4 would occur
outside business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that
is not a public holiday in the place of deemed receipt), at 9.00 am on the day when
business next starts in the place of deemed receipt. For the purposes of this clause,
all references to time are to local time in the place of deemed receipt.
5.5 To prove service, it is sufficient to prove that:
5.5.1 if delivered by hand or by reputable international overnight courier, the notice was
delivered to the correct address; or
5.5.2 if sent by fax, a transmission report was received confirming that the notice was
successfully transmitted to the correct fax number; or
5.5.3 if sent by post or by airmail, the envelope containing the notice was properly
addressed, paid for and posted; or
5.5.4 if sent by e-mail, the notice was properly addressed and sent to the e-mail address
of the recipient and no automated report showing failed delivery is received.
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6. COUNTERPARTS
6.1 This Agreement may be executed in any number of counterparts, each of which when
executed shall constitute a duplicate original, but all the counterparts shall together
constitute the one agreement.
6.2 Transmission of an executed counterpart of this Agreement (but for the avoidance of doubt
not just a signature page) by:
6.2.1 fax; or
6.2.2 e-mail (in PDF or other agreed format),
shall take effect as delivery of an executed counterpart of this Agreement. If either method
of delivery is adopted, without prejudice to the validity of the agreement thus made, each
Party shall provide the others with the original of such counterpart as soon as reasonably
possible thereafter.
6.3 No counterpart shall be effective until each Party has executed at least one counterpart.
7. GENERAL
7.1 Save as provided in paragraph 5 of the Conditions, this Agreement, the Certificate and the
Conditions may be varied or amended only by written agreement of the Company and the
Warrantholder.
7.2 A waiver of any term, provision or condition hereof shall be effective only if given in writing
and signed by the waiving party and then only in the instance and for the purpose for which
it is given.
7.3 No failure or delay on the part of any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any
such right, power or privilege preclude any other or further exercise thereof or the exercise
of any other right, power or privilege.
7.4 This Agreement, the Certificate and the Conditions shall be governed by and construed in
accordance with the laws of Jersey.
8. GOVERNING LAW AND JURISDICTION
8.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject
matter or formation (including non-contractual disputes or claims) shall be governed by and
construed in accordance with the law of the Island of Jersey.
8.2 If any controversy, claim or dispute (a "Dispute") arises in connection with this Agreement
the Parties shall attempt to settle it amicably. If the Parties fail to settle the Dispute
amicably within 28 (twenty eight) days after a Party notifies the other Party of the existence
of the Dispute, any of them may (and if a deadlock has not been resolved in accordance with
clause 14 within 14 (fourteen) days from the date of service of a Deadlock Notice, the Parties
shall) submit the Dispute for arbitration before an arbitration tribunal which shall consist of
one arbitrator to be agreed by the Parties or in default of such agreement such
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administrator as the Director General of the London Court for International Arbitration may
in select in his or her absolute discretion. Such arbitration shall be conducted in accordance
with the London Court of International Arbitration Rules, which Rules are deemed to be
incorporated by reference into this clause.
8.3 The place of the arbitration shall be London and the language of the arbitration shall be
English.
IN WITNESS WHEREOF this Agreement has been executed by the Company the day and year above
written.
Signed by.......................................
for and on behalf of
ULTRA EMISSIONS TECHNOLOGIES
LIMITED
.......................................
Director
Signed by .......................................
for and on behalf of
TECOGEN INC
.......................................
Director
1059171/0001/J9719993v2
SCHEDULE 1
FORM OF WARRANT CERTIFICATE
Certificate Number 1
WARRANT TO SUBSCRIBE FOR ORDINARY SHARES
ULTRA EMISSIONS TECHNOLOGIES LIMITED (the “Company”)
(Incorporated in Jersey with registered number 120142)
THIS IS TO CERTIFY that TECOGEN INC of ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ is the holder of 2,000,000 Warrants and is entitled, on the terms and
subject to the Conditions set out in the Agreement executed by the Company dated December 28,
2015, to subscribe for 2,000,000 Ordinary Shares of no par value in the Company commencing on
the date hereof and at the Exercise Price.
The Warrants may only be transferred in accordance with the Conditions and the further terms and
conditions of the Agreement, which are hereby incorporated herein (including, without limitation, in
respect of the definitions used in this Warrant Certificate).
No transfer of any or all of the Warrants or the Subscription Rights represented by this Certificate
shall be registered without production of this Certificate.
Correspondence regarding this Certificate should be addressed to the Company for the time being.
EXECUTED as an Agreement dated ____________________ 2016.
Signed by.......................................
for and on behalf of
ULTRA EMISSIONS TECHNOLOGIES
LIMITED
.......................................
Director
The Subscription Rights attaching to each of the Warrants evidenced by this Certificate are
exercisable in whole or in part at any time during the Exercise Period (as defined in the Agreement)
by completion of the Notice of Exercise set out below and lodgement of this Certificate together with
the appropriate payment in accordance with the terms and conditions of the Agreement and the
Conditions. After the Expiration Date this Certificate will cease to have any value or effect.
1059171/0001/J9719993v2
Notice of Exercise
To: The Directors of the Company
The holder of the warrants evidenced by the Certificate accompanying this Notice (the
“Warrantholder”) hereby exercises its right to subscribe for 2,000,000 Ordinary Shares of no par
value in the Company at the Exercise Price of USD1 in accordance with the terms and conditions of
the Agreement and the Conditions.
The Warrantholder directs the Company to allot the said Ordinary Shares in the numbers and to the
Warrantholder, and requests that certificate(s) for the said Ordinary Shares be delivered to the
Warrantholder, in each case in accordance with the terms and conditions of the Agreement and the
Conditions.
Terms defined in the Agreement have the same meaning in this Notice.
Signed by.......................................
for and on behalf of
TECOGEN INC
1059171/0001/J9719993v2
SCHEDULE 2
CONDITIONS
Defined terms used in these Conditions have the same meaning as in the Agreement executed by the
Company dated December 28, 2015.
1. THE WARRANTS
The Warrants are held subject to the memorandum of association of the Company and the
Articles and otherwise on these Conditions which are binding upon the Company and the
Warrantholder.
2. SUBSCRIPTION RIGHTS
2.1 Each Warrant shall entitle the Warrantholder to subscribe for 1 (one) new Ordinary Share at
the Exercise Price on the terms set out herein and in the Agreement.
2.2 The Subscription Rights are exercisable by the Warrantholder in whole or in part at any time
during the Exercise Period up to and including the Expiration Date. If the Subscription Rights
have not been exercised on or before the Expiration Date all rights of the Warrantholder
hereunder and all obligations of the Company hereunder shall lapse.
2.3 If the Subscription Rights are exercised in part, the Company shall issue a fresh Certificate in
the name of the Warrantholder for the balance of the Subscription Rights remaining
exercisable.
3. EXERCISE OF SUBSCRIPTION RIGHTS
3.1 In order to exercise the Subscription Rights in whole or in part, the Warrantholder must, not
later than the Expiration Date, deliver to the Company:
(a) a completed and duly executed notice of exercise in the form attached to the
Certificate (which once delivered shall, save with the consent of the Board, be
irrevocable); and
(b) payment to the Company equal to the Exercise Price multiplied by the number of
Ordinary Shares in respect of which the Warrant is exercised by wire transfer of
immediately available funds to the bank account nominated by the Company.
3.2 The Company undertakes that, upon exercise of the Subscription Rights by the
Warrantholder in accordance with these Conditions, it shall:
(a) issue and allot the relevant Warrant Shares in accordance with the Notice of
Exercise not later than 10 Business Days after the date on which the Warrant is
exercised; and
(b) issue and despatch to the Warrantholder or other relevant allottee(s) free of charge
and at the risk of the person(s) entitled thereto a share certificate or certificates in
the name(s) of the relevant allottee(s) in respect of such Warrant Shares not later
than 20 Business Days after the date on which the Warrant is exercised.
3.3 No fraction of an Ordinary Share will be issued on any exercise of the Warrant.
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4. SHARES ISSUED UPON EXERCISE OF WARRANT
4.1 Warrant Shares will not rank for any dividends or other distributions declared, paid or made
by reference to a record date prior to the date upon which they are allotted but, subject
thereto, will rank in full for all dividends and other distributions declared, made or paid on
the Ordinary Shares in respect of the then current financial year and pari passu in all other
respects with the Ordinary Shares in issue on such allotment date.
5. ADJUSTMENT
5.1 If there is an Adjustment Event (as defined in paragraph 5.3 below) while the Warrants are
outstanding, then (i) the number of Warrant Shares to be, or capable of being, allotted on
any subsequent exercise of the Subscription Rights and/or (ii) the terms and conditions of
the Warrants shall (if necessary) be adjusted in such manner as the Board shall reasonably
certify to be necessary in order that, after such adjustment:
(a) the total number of Warrant Shares to be, or capable of being, allotted pursuant to
the exercise of the Subscription Rights:
(i) will carry as nearly as possible (and in any event not less than) the same
proportion (expressed as a percentage of the total number of votes
exercisable in respect of all the Ordinary Shares) of the votes; and
(ii) will carry the same entitlement (expressed as a percentage of the total
entitlement conferred by all the Ordinary Shares) to participate in the profits
and assets of the Company,
as would the total number of Warrant Shares which would have been allotted
pursuant to the exercise of the Subscription Rights had there been no such
adjustment and no such event giving rise to such adjustment;
(b) the aggregate Exercise Price payable in order to subscribe for all the Warrant Shares
will be as nearly as possible the same as it was prior to such adjustment; and
(c) the terms of the Warrants will be no less favourable to the Warrantholder than they
would have been had there been no such adjustment.
5.2 In calculating any aggregate entitlement to additional shares under this paragraph, any
entitlement to a fraction of a Warrant Share shall be rounded down to the nearest whole
Warrant Share.
5.3 For the purpose of paragraph 5.1, “Adjustment Event” means:
(a) the issue of Shares other than for value save pursuant to options granted to
employees or directors of the Company;
(b) the issue of Shares by way of dividend in specie, bonus issue or capitalisation of
profits or reserves;
(c) the grant, other than for value, of any options, warrants or any other rights to
acquire or call for the issue of Shares save for options granted to employees or
directors of the Company;
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(d) any consolidation or sub-division of Shares;
(e) any redemption or purchase by the Company of Shares;
(f) any reclassification or redesignation of Shares; or
(g) any reduction of the share capital of the Company.
5.4 The Company shall give the Warrantholder notice of all proposed Adjustment Events in
accordance with paragraph 6.1(b) below.
6. COVENANTS BY THE COMPANY
6.1 So long as the Warrant shall not have been exercised in full the Company will:
(a) keep available for issue out of its authorised but unissued share capital free from
pre-emptive rights such number of Ordinary Shares as would enable the Warrant
Shares to be issued to the Warrantholder in full; and
(b) notify the Warrantholder as soon as reasonably practicable (and in any event within
14 days after the Board or a general meeting of shareholders of the Company
(whichever is the earliest) has resolved to implement an Adjustment Event) of any
proposed Adjustment Event, the prospective date of and nature of the Event, and
provide therewith certification of the appropriate adjustment in accordance with
paragraph 5.1 (the “Adjustment Event Certificate”).
6.2 In the event that the Company proposes to:
(a) issue Shares or any other securities in the Company other than in the circumstances
referred to in paragraphs 5.3(a) to 5.3(c); or
(b) pay any dividend or make any distribution on any Shares,
the Company shall give to the Warrantholder at least 10 Business Days’ prior written notice
of the effective date of any such event.
7. REPRESENTATIONS AND WARRANTIES BY THE COMPANY
7.1 The Company hereby represents, warrants and agrees that:
(a) the Company is duly incorporated and validly existing under the laws of Jersey and
has power to execute, deliver and perform its obligations under this Agreement, and
all necessary action has been taken by it to authorise the execution, delivery and
performance of this Agreement, no limitation on its powers will be exceeded as a
result of transactions under this Agreement and this Agreement when executed will
constitute valid and legally binding obligations of the Company enforceable in
accordance with their respective terms, subject to the applicable laws and
regulations relating to insolvency and general principles of equity;
(b) the execution, delivery and performance of the Agreement will not contravene any
existing law or regulation to which it is subject;
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(c) the Warrants constituted by this Agreement will be duly authorised and validly
issued in accordance with all applicable laws (including, without limitation, money
laundering legislation); and
(d) the Warrant Shares will be duly authorised and allotted and will, when entered into
the register of members of the Company, be duly issued and fully paid or deemed
fully paid.
8. TRANSFER OF WARRANTS
8.1 The Warrantholder shall be registered in the Register, such Register to be kept by the
Company or as the Board may direct.
8.2 The Warrantholder may not assign, pledge or otherwise encumber any of its rights or
obligations hereunder.
8.3 The Warrantholder may transfer its rights or obligations hereunder to the extent permitted
under any agreement between the shareholders of the Company.
9. WINDING UP
9.1 If a resolution is passed on or before the Expiration Date for the voluntary winding up of the
Company (except for the purpose of reconstruction or amalgamation or merger in which
case the Company will procure that the Warrantholder is granted by the reconstructed or
amalgamated company a substituted warrant of a value equivalent to the value of the
Warrant immediately prior to such reconstruction or amalgamation) then the provisions of
paragraph 9.2 shall apply.
9.2 The Warrantholder will be entitled on giving notice in writing to the liquidator of the
Company within 10 days of the passing of such resolution to elect that for the purpose of
ascertaining its rights in the winding up it shall be treated as if it had immediately before the
date of the passing of the resolution exercised its rights to acquire Warrant Shares and in
that event it shall be entitled to receive out of the assets available in the liquidation pari
passu with the holders of the Ordinary Shares such a sum as it would have received had it
been the holder of the Warrant Shares after deducting a sum equal to the sum which would
have been payable in respect of such exercise.
9.3 Subject to this paragraph 9 the Warrant shall lapse on liquidation of the Company.
10. INFORMATION
The Company shall send or procure to be sent to the Warrantholder, copies of every
statement, notice or circular issued to the members of the Company concurrently with the
issue of the same to its members.
11. VARIATION OF RIGHTS
11.1 All or any of the rights for the time being attached to the Warrants may from time to time
(whether or not the Company is being wound up) be altered or abrogated with the consent
in writing of the Company and with either the consent in writing of any or all
Warrantholders entitled to subscribe for not less than 75% of the Warrant Shares which are
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subject to outstanding Warrants or with the sanction of an Extraordinary Resolution of the
Warrantholders.
11.2 All the provisions of the Articles as to general meetings of the Company shall mutatis
mutandis apply to any separate meeting of the Warrantholders as though the Warrants
were a class of shares forming part of the Company and as if such provisions were expressly
set out in full in these Conditions but so that:-
(a) the necessary quorum shall be the Warrantholder or Warrantholders
(present in person or by proxy) entitled to subscribe for at least one-third in
nominal amount of the Warrant Shares subject to outstanding Warrants;
(b) every holder of an outstanding Warrant present in person at any such
meeting shall be entitled on a show of hands to one vote and on a poll every
such holder present in person or by proxy at any such meeting shall be
entitled to one vote for every Warrant Share for which he is entitled to
subscribe pursuant to the Warrants;
(c) any holder or holders of 10% or more of the aggregate outstanding
Warrants present in person or by proxy may demand or join in demanding a
poll; and
(d) if at any adjourned meeting a quorum as above defined is not present those
holders of outstanding Warrants who are then present in person or by proxy
shall be a quorum.
11.3 "Extraordinary Resolution" for the purposes of this paragraph 12 means a resolution
proposed at a meeting of the holders of outstanding Warrants duly convened by fourteen
days' notice and held and passed by a majority consisting of not less than 75% of the votes
cast, whether on a show of hands or on a poll.
12. GENERAL
12.1 The Warrantholder shall have no rights whatsoever as a shareholder of the Company
(including any right to receive dividends or distributions to shareholders or to vote at a
general meeting of the shareholders or any class of shareholders) other than in respect of
Warrant Shares held by such Warrantholder.
12.2 The holding of Warrants evidenced by the Certificate shall not constitute the Warrantholder
a shareholder of the Company nor shall it entitle the Warrantholder to any right or interest
in respect thereof except as herein expressly provided.
12.3 The provisions of the Articles as to notices to shareholders shall apply mutatis mutandis to
notices to the Warrantholder.