Exhibit 10(OO)
Right to Purchase 25,000 Shares of
Common Stock of
STARMET CORPORATION
THIS WARRANT AND THE SECURITIES THAT MAY BE ACQUIRED UPON THE EXERCISE OF
THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "FEDERAL ACT") OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE
SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SECURITIES THAT MAY BE ACQUIRED
UPON THE EXERCISE OF THIS WARRANT MAY BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM UNDER PROVISIONS OF THE FEDERAL ACT AND ALL APPLICABLE STATE
SECURITIES LAWS; AND IN THE CASE OF ANY EXEMPTION, ONLY IF THE COMPANY HAS
RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION
DOES NOT REQUIRE REGISTRATION OF THE WARRANT OR THE OTHER SECURITIES. NEITHER
THIS WARRANT NOR THE SECURITIES THAT MAY BE ACQUIRED UPON THE EXERCISE OF THIS
WARRANT MAY BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF TO
ANY PERSON OR ENTITY LISTED IN SCHEDULE A TO THIS WARRANT.
Starmet Corporation
Common Stock Purchase Warrant
Starmet Corporation, a Massachusetts corporation (the "Company"), hereby
certifies that, for value received, SSB Investments, Inc. ("SSB") or assigns
(SSB, or such assigns who may be the registered holder or holders hereof, are
hereinafter referred to as the "Holder") is entitled, subject to the terms set
forth below, to purchase from the Company at any time or from time to time prior
to the Expiration Date, that number of fully paid and non-assessable shares of
Common Stock (as hereinafter defined), as shall be equal to the Initial Warrant
Number (as hereinafter defined) at a purchase price per share equal to the
Initial Exercise Price (as hereinafter defined) subject, however, to adjustment
both as to such number of shares and as to such price as hereinafter set forth
(such price per share as so adjusted from time to time being herein called the
"Exercise Price").
This Warrant is issued pursuant to the Warrant Agreement (the "Agreement")
dated as of December 29, 1997, between the Company and SSB, a copy of which is
on file at the principal office of the Company. The Holder of this Warrant
shall be entitled to all of the benefits of the Agreement as provided therein
and by acceptance of this Warrant the Holder agrees to comply with the terms,
conditions and obligations imposed by the Agreement.
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Section 1. DEFINITIONS. Terms defined in the Agreement and not otherwise
defined herein are used herein with the meanings so defined therein. Certain
terms are used in this Warrant as specifically defined in Section 11 hereof.
Section 2. EXERCISE OF WARRANT.
Section 2.1. Exercise. Subject to the limitations set forth in
Section 3, this Warrant may be exercised by the Holder hereof at any time during
the Warrant Exercise Period by surrender of this Warrant to the Company at its
principal office, together with (i) the form of subscription at the end hereof
duly executed by such Holder, (ii) such other documents, statements,
subscription agreements or other items as may be reasonably requested by the
Company in furtherance of its requirements pursuant to Section 3 below, and
(iii) payment, by certified or official bank check payable to the order of the
Company or by wire transfer to its account, in the amount obtained by
multiplying the number of shares of Common Stock for which this Warrant is then
being exercised by the Exercise Price then in effect (such amount, the "Exercise
Payment"), except that the Holder may, at its option, elect to pay the Exercise
Payment by canceling a portion of this Warrant that is equal to the number of
shares determined by dividing the Exercise Payment by (i) the Current Market
Price as of the date of exercise or (ii) if the Current Market Price cannot be
determined because the Common Stock is not listed or admitted to unlisted
trading on the New York Stock Exchange, another national securities exchange, or
the National Market System, the Estimated Current Market Price (as hereinafter
defined) (such manner of payment, a "Non-Cash Exercise Payment"). The
"Estimated Current Market Price" means the amount most recently determined by
the Company's Board of Directors in its reasonable discretion to represent the
fair market value per share of the Common Stock (including without limitation a
determination for purpose of granting Common Stock options or issuing Common
Stock under an employee benefit plan of the Company). Upon request of the
Holder, the Company's Board of Directors (or a representative thereof) shall
promptly notify the Holder of the Estimated Current Market Price.
Notwithstanding the foregoing, if the Company's Board of Directors has not made
such a determination within the three-month period prior to an exercise of the
Warrant in which the Holder has elected to make a Non-Cash Exercise Payment,
then (A) the Estimated Current Market Price shall be the amount next determined
by the Company's Board of Directors in its reasonable discretion to represent
the fair market value per share of the Common Stock (including without
limitation a determination for purposes of granting Common Stock options or
issuing Common Stock under an employee benefit plan of the Company), (B) the
Company's Board of Directors shall make such a determination within 15 days of a
request by the Holder that it do so, and (C) the exercise of this Warrant
pursuant to this subsection shall be delayed until such determination is made.
In the event the Warrant is not exercised in full, the Company, at its
expense, will forthwith issue and deliver to or upon the order of the Holder
hereof a new Warrant or Warrants of like tenor and dated as of the date of this
Warrant, in the name of the Holder hereof or as such Holder (upon payment by
such Holder of any applicable transfer taxes) may request, calling in the
aggregate on the face or faces thereof for the number of shares of Common Stock
equal (without giving effect to any adjustment therein) to the number of such
shares called for on the face of this Warrant minus the sum of the number of
such shares
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(without giving effect to any adjustment therein) for which this Warrant shall
have been exercised (including by way of a Non-Cash Exercise Payment).
Section 2.2. Class of Stock Receivable upon Exercise. Any other
provisions hereof to the contrary notwithstanding, no Bank Affiliate shall be
entitled to exercise the right under this Warrant to purchase any share or
shares of Common Stock if, as a result of such purchase, such Bank Affiliate
would own, control or have power to vote a greater quantity of securities of any
kind than the Bank Affiliate shall be permitted to own, control or have power to
vote under any law or under any regulation, rule or other requirement of any
governmental authority at any time applicable to such Bank Affiliate.
Section 3. RESTRICTIONS ON TRANSFER.
Section 3.1. Compliance With Federal and State Securities Laws. Holder
hereby acknowledges that neither this Warrant nor any of the securities that may
be acquired upon exercise of this Warrant have been registered under the
Securities Act of 1933, as amended, or under the securities laws of any state.
The Holder acknowledges that, upon exercise of this Warrant, the securities to
be issued upon such exercise may come under applicable federal and state
securities (or other) laws requiring registration, qualification or approval of
governmental authorities before such securities may be validly issued or
delivered upon notice of such exercise. The Company's sole obligation to any
Holder upon exercise hereof shall be to use its best efforts to obtain
exemptions from registration or qualification for the issuance of such
securities under applicable state and federal securities laws, and the Holder
further agrees that the issuance of such securities shall be deferred until such
exemptions shall have been obtained; and it is further agreed that the Company
shall have no other obligation or liability to the Holder for non-issuance of
such securities except to return the Warrant surrendered and to refund to the
Holder any consideration tendered in respect of the Exercise Price. With
respect to any such securities, this Warrant may not be exercised by, and
securities shall not be issued to, any Holder in any state in which such
exercise would be unlawful. The Holder agrees that the Company may place such
legend or legends on certificates representing securities issued upon exercise
of this Warrant as the Company may reasonably deem necessary to comply with
applicable state and federal securities laws for the issuance of such
securities.
The provisions of this Section 3 shall apply to the transfer of this
Warrant and the shares of Common Stock purchasable upon exercise of this
Warrant, subject to adjustments from time to time pursuant to the provisions
contained in this Warrant (such securities, together with any shares of stock or
warrants or rights issued as, or resulting from the issuance of, a dividend or
other distribution upon such securities or any other shares of stock or warrants
or rights substituted therefor being herein in the aggregate called "Restricted
Securities"). Each such transfer of a Restricted Security is herein called a
"Restricted Action." The holder of any Restricted Security, by its acceptance
thereof, agrees that it will not take any Restricted Action for so long as the
restrictions imposed by this Section 3 are in effect. The restrictions imposed
by this Section 3 upon the transferability of Restricted Securities (i) shall
cease and terminate as to any particular Restricted Securities when such
securities shall have been effectively registered under the Securities Act and
all applicable
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state securities laws and disposed of in accordance with the registration
statement covering such Restricted Securities, and (ii) shall cease and
terminate as to any particular Restricted Securities or with respect to any
particular Restricted Action when, in the opinion of counsel for the Holder
thereof as shall be reasonably satisfactory to the Company, such opinion to be
concurred in by counsel to the Company (such concurrence not to be unreasonably
withheld), such restrictions are no longer required with respect to such
Restricted Securities or such Restricted Action, as the case may be, in order to
insure compliance with the Securities Act or under any applicable state
securities laws. Whenever such restrictions shall terminate as to any
Restricted Securities, the same shall no longer be deemed to be Restricted
Securities and the holder thereof shall be entitled to receive from the Company,
without expense (other than transfer taxes, if any), new securities of like
tenor not bearing the applicable legend set forth on such securities.
Section 4. DELIVERY OF STOCK CERTIFICATES ON EXERCISE.
Section 4.1. Delivery. Subject to the complete terms and conditions of
this Agreement, including without limitation the limitations set forth in
Section 3 hereof, as soon as practicable after the exercise of this Warrant in
full or in part, and in any event within ten (10) days thereafter, the Company
at its expense (including the payment by it of any applicable issue taxes) will
cause to be issued in the name of and delivered to the Holder hereof, or as such
Holder (upon payment by such Holder of any applicable transfer taxes) may
direct, a certificate or certificates for the number of fully paid and
non-assessable shares of Common Stock to which such Holder shall be entitled on
such exercise, together with any other stock or other securities and property
(including cash, where applicable) to which such Holder is entitled upon such
exercise.
Section 4.2. Fractional Shares. This Warrant may not be exercised as to
fractional shares of the Common Stock. In the event that the exercise of this
Warrant, in full or in part, results in the issuance of any fractional share of
Common Stock, then in such event the Holder of this Warrant shall be entitled to
cash equal to the fair market value of such fractional share as determined in
good faith and on a reasonable basis by the Company's Board of Directors.
Section 5. ADJUSTMENT FOR DIVIDENDS, DISTRIBUTIONS AND RECLASSIFICATIONS.
In case at any time or from time to time, the holders of Common Stock shall
have received, or (on or after the record date fixed for the determination of
shareholders eligible to receive) shall have become entitled to receive, without
payment therefor:
(a) other or additional stock or other securities or property (other
than cash) by way of dividend; or
(b) other or additional (or less) stock or other securities or
property (including cash) by way of spin-off, split-up, reclassification,
recapitalization, combination of shares or similar corporate restructuring;
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other than additional shares of Common Stock issued as a stock dividend or in a
stock-split (adjustments in respect of which are provided for in Section 7
hereof), then and in each such case the Holder of this Warrant, on the exercise
hereof as provided in Section 2 hereof, shall be entitled to receive the amount
of stock and other securities and property (including cash in the case referred
to in subsection (b) of this Section 5) which such Holder would have received
prior to or would have held on the date of such exercise if on the date hereof
he had been the holder of record of the number of shares of Common Stock called
for on the face of this Warrant and had thereafter, during the period from the
date hereof to and including the date of such exercise, retained such shares and
all such other or additional stock and other securities and property (including
cash in the case referred to in subsection (b) of this Section 5) receivable by
such Holder as aforesaid during such period, giving effect to all further
adjustments called for during such period by Sections 6 and 7 hereof.
Section 6. ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC.
Section 6.1. Certain Adjustments. In case at any time or from time to
time, the Company shall (i) effect a capital reorganization, reclassification or
recapitalization, (ii) consolidate with or merge into any other person, or (iii)
transfer all or substantially all of its properties or assets to any other
person under any plan or arrangement contemplating the dissolution of the
Company, then in each such case, the Holder of this Warrant, on the exercise
hereof as provided in Section 2 hereof at any time after the consummation of
such reorganization, recapitalization, consolidation or merger or the effective
date of such dissolution, as the case may be, shall receive, in lieu of the
Common Stock (or Other Stock) issuable on such exercise prior to such
consummation or effective date, the stock and other securities and property
(including cash) to which such Holder would have been entitled upon such
consummation or in connection with such dissolution, as the case may be, if such
Holder had so exercised this Warrant immediately prior thereto, all subject to
further adjustment thereafter as provided in Sections 5 and 7 hereof.
Section 6.2. Appointment of Trustee for Warrant Holders Upon Dissolution.
In the event of any dissolution of the Company following the transfer of all or
substantially all of its properties or assets, the Company, prior to such
dissolution, shall, at its expense, deliver or cause to be delivered the stock
and other securities and property (including cash, where applicable) receivable
by the Holders of the Warrant after the effective date of such dissolution
pursuant to this Section 6 to a bank or trust company having its principal
office in Boston, Massachusetts, as trustee for the Holder or Holders of the
Warrant.
Section 6.3. Continuation of Terms. Upon any reorganization,
consolidation, merger or transfer (and any dissolution following any transfer)
referred to in this Section 6 (any such event, a "Business Combination"), this
Warrant shall continue in full force and effect and the terms hereof shall be
applicable to the shares of stock and other securities and property receivable
on the exercise of this Warrant after the consummation of such Business
Combination, and shall be binding upon the issuer of any such stock or other
securities, including, in the case of any such transfer, the person acquiring
all or substantially all of the properties or assets of the Company, whether or
not such person shall have expressly assumed the terms of this Warrant as
provided in Section 8 hereof.
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Section 7. STOCK SPLITS, STOCK DIVIDENDS, REDUCTION IN WARRANT NUMBER.
Section 7.1 Stock Events. If at any time there shall occur any stock split,
stock dividend, reverse stock split or other subdivision of the Company's Common
Stock ("Stock Event"), then the number of shares of Common Stock to be received
by the Holder of this Warrant shall be appropriately adjusted such that the
proportion of the number of shares issuable hereunder prior to such Stock Event
to the total number of shares of the Company outstanding (on a fully diluted
basis, as such term is defined in Section 11.11) prior to such Stock Event is
equal to the proportion of the number of shares issuable hereunder after such
Stock Event to the total number of shares of the Company outstanding (on a fully
diluted basis) after such Stock Event. No adjustment to the Exercise Price
shall be made in connection with any adjustment of the number of shares of
Common Stock receivable upon exercise of this Warrant, except that the Exercise
Price shall be proportionately decreased or increased upon the occurrence of any
stock split or other subdivision of the Common Stock.
Section 7.2 Other Issuances of Common Stock. Unless the Holder of this
Warrant shall otherwise agree, if at any time there shall be any increase in the
number of shares of Common Stock outstanding or which the Company is obligated
to issue, or covered by any option, warrant or convertible security which is
outstanding or which the Company is obligated to issue, then the number of
shares of Common Stock to be received by the holder of this Warrant shall be
adjusted to that number determined by multiplying the number of shares of Common
Stock purchasable hereunder prior thereto by a fraction (i) the numerator of
which shall be the number of shares of Common Stock outstanding (on a fully
diluted basis) immediately after such increase, and (ii) the denominator of
which shall be the number of shares of Common Stock outstanding (on a fully
diluted basis) immediately prior to such increase. Thereupon, the Exercise
Price shall be correspondingly reduced so that the aggregate Exercise Price for
all shares of Common Stock covered hereby shall remain unchanged.
Section 8. CERTAIN OBLIGATIONS OF THE COMPANY. The Company will from time
to time, in accordance with the laws of The Commonwealth of Massachusetts, take
action to increase the authorized amount of its Common Stock if at any time the
number of shares of Common Stock authorized but remaining unissued and
unreserved for other purposes shall be insufficient to permit the exercise of
this Warrant.
The Company covenants that it will at all times reserve and keep available
out of its authorized and unissued Common Stock or out of shares of its treasury
stock, solely for the purpose of issue upon exercise of the purchase rights
evidenced by this Warrant, a number of shares of Common Stock equal to the
Warrant Number in effect from time to time.
The Company will not, by amendment of its Articles of Organization,
including without limitation, amendment of the par value of its Common Stock, or
through reorganization, consolidation, merger, dissolution, issuance of capital
stock or sale of treasury stock (otherwise than upon exercise of this Warrant)
or sale of assets, or by any other voluntary act or deed, avoid or seek to avoid
the material performance or observance of any of the covenants, stipulations or
conditions in this Warrant to be observed or performed by the Company. The
Company will at all times in good faith assist, insofar as it is able, in the
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carrying out of all of the provisions of this Warrant in a reasonable manner and
in the taking of all other action which may be necessary in order to protect the
rights of the holder of this Warrant against dilution in the manner required by
the provisions of this Warrant.
The Company will maintain an office where presentations and demands to or
upon the Company in respect of this Warrant may be made. The Company will give
notice in writing to the registered holder of this Warrant, at the address of
the registered holder of this Warrant appearing on the books of the Company, of
each change in the location of such office.
Section 9. ACCOUNTANTS' CERTIFICATE AS TO ADJUSTMENTS. In each case of any
event that may require any adjustment or readjustment in the shares of Common
Stock issuable on the exercise of this Warrant, the Company at its expense will
promptly prepare a certificate setting forth such adjustment or readjustment, or
stating the reasons why no adjustment or readjustment is being made, and
showing, in detail, the facts upon which any such adjustment or readjustment is
based, including a statement of (i) the number of shares of the Company's Common
Stock then outstanding on a fully diluted basis, and (ii) the number of shares
of Common Stock to be received upon exercise of this Warrant, in effect
immediately prior to such adjustment or readjustment and as adjusted and
readjusted (if required by Section 7) on account thereof. The Company will
forthwith mail a copy of each such certificate to each Holder of a Warrant, and
will, on the written request at any time of any Holder of a Warrant, furnish to
such Holder a like certificate setting forth the calculations used to determine
such adjustment or readjustment. At its option, the Holder of a Warrant may
confirm the adjustment noted on the certificate by causing such adjustment to be
computed by an independent certified public accountant at the expense of the
Company.
Section 10. NOTICES OF RECORD DATE. In the event of:
(a) any taking by the Company of a record of the holders of any class
of securities for the purpose of determining the holders thereof who are
entitled to receive any dividend or other distribution, or any right to
subscribe for, purchase or otherwise acquire any shares of stock of any
class or any other securities or property, or to receive any other right;
or
(b) any capital reorganization of the Company, any reclassification
or recapitalization of the capital stock of the Company or any transfer of
all or substantially all the assets of the Company to or any consolidation
or merger of the Company with or into any other Person; or
(c) any voluntary or involuntary dissolution, liquidation or
winding-up of the Company,
then, and in each such event, the Company will mail or cause to be mailed to the
Holder of this Warrant a notice specifying (i) the date on which any such record
is to be taken for the purpose of such dividend, distribution or right, and
stating the amount and character of such dividend, distribution or right, and
(ii) the date on which any such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or
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winding-up is to take place, and the time, if any is to be fixed, as of which
the holders of record of Common Stock shall be entitled to exchange their shares
of Common Stock for securities or other property deliverable on such
reorganization, reclassification, recapitalization, transfer, consolidation,
merger, dissolution, liquidation or winding-up. Such notice shall be mailed at
least 30 days prior to the date specified in such notice on which any such
action is to be taken.
Section 11. DEFINITIONS. As used herein the following terms, unless the
context otherwise requires, have the following respective meanings:
Section 11.1. The term Bank Affiliate means any Person which is a bank
holding company or a subsidiary of a bank holding company as defined in the Bank
Holding Company Act of 1956, as amended, or other applicable banking laws of the
United States and the rules and regulations promulgated thereunder.
Section 11.2. The term Company shall include Starmet Corporation, a
Massachusetts corporation, and any corporation which shall succeed to or assume
the obligations of the Company hereunder.
Section 11.3. The term Common Stock includes (i) the Company's Common
Stock, having $.10 par value, (ii) any other capital stock of any class or
classes (however designated) of the Company, the holders of which shall have the
right, without limitation as to amount, either to all or to a share of the
balance of current dividends and liquidating dividends after the payment of
dividends and distributions on any shares entitled to preference, and (iii) any
other securities into which or for which any of the securities described in
clauses (i) or (ii) above have been converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or otherwise.
Section 11.4. The term Expiration Date shall mean December 29, 2004.
Section 11.5. The term Initial Exercise Price shall mean Twenty Three
Dollars and Fifty Eight Cents ($23.58).
Section 11.6. The term Initial Warrant Number shall mean 25,000.
Section 11.7. The term Other Stock shall mean stock of the Company other
than the Company's Common Stock.
Section 11.8. The term Outstanding Warrant shall mean the Initial Warrant
Number as adjusted herein minus the number of Warrants exercised pursuant to
Section 2.1 hereof.
Section 11.9. The term Person shall mean an individual, partnership,
corporation, association, trust, joint venture, limited liability company or
partnership, unincorporated organization or any government, governmental
department or agency or political subdivision thereof.
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Section 11.10. The term Warrant Exercise Period shall mean the period
beginning on the date hereof and ending on the Expiration Date.
Section 11.11. The term "fully diluted" when used in connection with the
Common Stock of the Company shall mean, as of any given date, the shares of
Common Stock actually issued and outstanding or which the Company is obligated
to issue on such date together with all shares of such Common Stock that would
be issued on such date assuming conversion or exercise of all warrants, options
or other rights or securities (including shares of the Company's Preferred
Stock) which provide for the acquisition of shares of Common Stock and which are
then outstanding or which the Company is obligated to issue.
Section 12. WARRANT AGENT. The Company may, by written notice to the holder
of this Warrant, appoint an agent having an office in Boston, Massachusetts for
the purpose of issuing Common Stock on the exercise of this Warrant pursuant to
Section 2 hereof, and exchanging or replacing this Warrant pursuant to the
Agreement, or any of the foregoing, and thereafter any such issuance, exchange
or replacement, as the case may be, shall be made at such office by such agent.
Section 13. REMEDIES. The Company stipulates that the remedies at law of the
Holder of this Warrant in the event of any default or threatened default by the
Company in the performance of or compliance with any of the terms of this
Warrant are not and will not be adequate, and that such terms may be
specifically enforced by a decree for the specific performance of any agreement
contained herein or by an injunction against a violation of any of the terms
hereof or otherwise.
Section 14. NOTICES. All notices and other communications from the Company
to the Holder of this Warrant shall be mailed by first class registered or
certified mail, postage prepaid, or sent by telecopier, facsimile machine or
telex to such address as may have been furnished to the Company in writing by
such Holder or, until any such Holder furnishes to the Company an address, then
to, and at the address of, the last Holder of this Warrant who has so furnished
an address to the Company.
Section 15. TRANSFER. Subject to the provisions of this Agreement and the
Warrant Agreement, including without limitation the provisions of Section 3
hereof, this Warrant and all rights hereunder are transferable, in whole or in
part, at the office or agency of the Company by the registered Holder thereof in
person or by a duly authorized attorney, upon surrender of this Warrant together
with an assignment hereof properly endorsed. Until transfer hereof on the
registration books of the Company, the Company may treat the registered Holder
hereof as the owner hereof for all purposes. Any transferee of this Warrant and
any rights hereunder, by acceptance thereof, agrees to assume all of the
obligations of a Holder thereunder and to be bound by all of the terms and
provisions of the Agreement.
Section 16. MISCELLANEOUS. In case any provision of this Warrant shall be
invalid, illegal or unenforceable, or partially invalid, illegal or
unenforceable, the provision shall be enforced to the extent, if any, that it
may legally be enforced and the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby. This
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Warrant and any term hereof may be changed, waived, discharged or terminated
only by a statement in writing signed by the party against which enforcement of
such change, waiver, discharge or termination is sought. This Warrant shall be
governed by and construed in accordance with the domestic substantive laws (and
not the conflict of law rules) of The Commonwealth of Massachusetts. The
headings in this Warrant are for purposes of reference only, and shall not limit
or otherwise affect any of the terms hereof. This Warrant shall take effect as
an instrument under seal.
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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by
its duly authorized officer and its corporate seal to be impressed hereon and
attested by its Clerk.
Dated: As of December 29, 1997 STARMET CORPORATION
(Corporate Seal) By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chief Financial Officer
Attest:
Secretary
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FORM OF SUBSCRIPTION
(To be signed only on exercise of
Common Stock Purchase Warrant)
TO: STARMET CORPORATION
The undersigned, the holder of the within Common Stock Purchase Warrant,
hereby irrevocably elects to exercise this Common Stock Purchase Warrant for,
and to purchase thereunder * shares of Common Stock of Starmet
Corporation (the "Company") and herewith makes payment of $__________ therefor,
and requests that the certificates for such shares be issued in the name of, and
delivered to _________________, whose address is ______________________. The
undersigned agrees that this election is subject to the complete terms and
conditions of the Warrant Agreement dated as of December 29, 1997, and the
undersigned agrees to deliver to the Company such additional documentation as
may be requested by the Company in accordance with the Warrant Agreement.
Dated:
(Signature must conform
in all respects to name of
Holder as specified on
the face of the Warrant)
(Address)
_________________
*Insert here the number of shares (all or part of the number of shares
called for in the Common Stock Purchase Warrant) as to which the Common Stock
Purchase Warrant is being exercised without making any adjustment for any other
stock or other securities or property or cash which, pursuant to the adjustment
provisions of the Common Stock Purchase Warrant, may be deliverable on exercise,
it being understood that the exercise of the Common Stock Purchase Warrant with
respect to the number of shares set forth herein is deemed also to be the
exercise of the Common Stock Purchase Warrant with respect to such other stock,
securities, cash or property.
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FORM OF ASSIGNMENT
(To be signed only on transfer of
Common Stock Purchase Warrant)
For value received, the undersigned hereby sells, assigns, and transfers
unto ________ of _________ the right represented by the within Common Stock
Purchase Warrant to purchase _______ shares of Common Stock of Starmet
Corporation to which the within Common Stock Purchase Warrant relates, and
appoints ____________ as Attorney to transfer such right on the books of Starmet
Corporation with full power of substitution in the premises.
Dated:
(Signature must conform in all
respects to name of Holder as
specified on the face of the
Warrant)
(Address)
Signed in the presence of:
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