EXHIBIT 10.13
WARRANT AGREEMENT
________________________________________
GLOBAL MED TECHNOLOGIES, INC.
AND
AMERICAN SECURITIES TRANSFER & TRUST, INC.
Warrant Agent
______________, 1997
________________________________________
THIS AGREEMENT (the "Agreement") is dated as of ______________, 1997,
between GLOBAL MED TECHNOLOGIES, INC., a Colorado corporation (the
"Company"), and AMERICAN SECURITIES TRANSFER & TRUST, INC., a Colorado
corporation (the "Warrant Agent").
WHEREAS, the Company proposes to offer to the public up to 1,537,550
Units (the "Units"), consisting of 3,075,100 shares of Common Stock and
1,537,550 Class A Common Stock Purchase Warrants (the "Warrants"), each of
which is exercisable to purchase shares of Common Stock on the basis of one
Warrant to purchase one share of Common Stock;
WHEREAS, upon exercise of the Representative's Warrants to Purchase
Units, the Company further proposes to issue 133,700 warrants (the "RAF
Warrants") to RAF Financial Corporation ("RAF") or its designees;
WHEREAS, the Company desires to provide for issuance of warrant
certificates (the "Warrant Certificates") representing the Warrants and the
RAF Warrants; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing so to act, in connection with the
issuance, registration, transfer and exchange of Warrant Certificates and
exercise of the Warrants and the RAF Warrants,
NOW, THEREFORE, in consideration of the promises and the mutual
agreements hereinafter set forth, it is agreed that:
1. WARRANTS/WARRANT CERTIFICATES. Each Warrant will entitle the
registered holder of such Warrant to purchase from the Company one share of
Common Stock at $______ per share (the "Exercise Price"). Each RAF Warrant
will entitle the registered holder of such RAF Warrant ("RAF Warrant
Holder") to purchase from the Company one share of Common Stock at $______
per share (the "RAF Exercise Price"). Hereinafter, unless the context
indicates otherwise, as used herein the words "Registered Warrant Holders"
will mean the holders of the Warrants and the RAF Warrants, the word
"Warrants" will mean the Warrants and the RAF Warrants and the words
"Warrant Shares" will mean the Company's securities issuable upon exercise
of the Warrants. Unless changed pursuant to Section 8 hereof, the Warrant
Shares will consist of the Company's Common Stock. A copy of the form of
Warrant Certificate for the Warrants is attached hereto as Exhibit A and
a copy of the form of Warrant Certificate for the RAF Warrants is attached
hereto as Exhibit B.
Warrant Certificates representing the right to purchase Warrant
Shares shall be executed by the Company's President and attested to by the
Company's Secretary or Assistant Secretary and delivered to the Warrant
Agent upon execution of this Agreement. The Warrant Certificates shall be
distributed to the purchasers of Units in the Company's initial public
offering pursuant to Registration Statement No. 333-11723.
-1-
Subject to the provisions of Sections 3, 5, 6,7 and 8, the
Warrant Agent shall deliver Warrant Certificates in required whole number
denominations to Registered Holders in connection with any transfer or
exchange permitted under this Agreement. No Warrant Certificates shall be
issued except (i) Warrant Certificates initially issued hereunder, (ii)
Warrant Certificates issued on or after the initial issuance date, upon the
exercise of any Warrants, to evidence the unexercised Warrants held by the
exercising Registered Holder, and (iii) Warrant Certificates issued after
the initial issuance date, upon any transfer or exchange of Warrant
Certificates or replacements of lost or mutilated Warrant Certificates.
2. FORM AND EXECUTION OF WARRANT CERTIFICATES. The Warrant
Certificates shall be substantially in the form attached as Exhibits A and
B. The Warrant Certificates shall be dated as of the date of their
issuance, whether on initial issuance, transfer or exchange or in lieu of
mutilated, lost, stolen or destroyed Warrant Certificates.
Each such Warrant Certificate shall be numbered serially with the
letter "W" appearing on each Warrant Certificate.
The Warrant Certificates shall be manually countersigned by the
Warrant Agent and shall not be valid for any purpose unless so
countersigned. In the event any officer of the Company who executed the
Warrant Certificates shall cease to be an officer of the Company before the
date of issuance of the Warrant Certificates or before countersignature and
delivery by the Warrant Agent, such Warrant Certificates may be
countersigned, issued and delivered by the Warrant Agent with the same
force and effect as though the person who signed such Warrant Certificates
had not ceased to be an officer of the Company.
3. EXERCISE. Subject to the provisions of Sections 4, 7 and 8, the
Warrants, when evidenced by a Warrant Certificate, may be exercised at a
price (the "Exercise Price") set forth in Section 1 hereof, on the basis of
one Warrant for one share of Common Stock in whole or in part at any time
during the period (the "Exercise Period") commencing on _______,1997, or
earlier if so determined by RAF (the "Initial Exercise Date") and
terminating on ______________, 2000 (the "Expiration Date"), unless
extended by a majority vote of the Company's Board of Directors at its
discretion. Notwithstanding the foregoing, the RAF Warrants will be
exercisable commencing on the date of their issuance and terminating on the
Expiration Date. The Company shall promptly notify the Warrant Agent of
any such extension of the Exercise Period of the Warrants. A Warrant shall
be deemed to have been exercised immediately prior to the close of business
on the date (the "Exercise Date") of the surrender for exercise of the
Warrant Certificate. The exercise form shall be executed by the Registered
Holder thereof or his attorney duly authorized in writing and will be
delivered together with payment to the Warrant Agent at ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Corporate Office"), in cash or
by official bank or certified check, of an amount equal to the aggregate
Exercise Price, in lawful money of the United States of America.
Unless Warrant Shares may not be issued as provided herein, the
person entitled to receive the number of Warrant Shares deliverable on such
exercise shall be treated for all purposes as the holder of such Warrant
Shares as of the close of business on the Exercise Date. In addition,
-2-
the Warrant Agent shall also, at such time, verify that all of the
conditions precedent to the issuance of Warrant Shares set forth in Section
4 are satisfied as of the Exercise Date. If any one of the conditions
precedent set forth in Section 4 is not satisfied as of the Exercise Date,
the Warrant Agent shall request written instructions from the Company as to
whether to return the Warrant and Exercise Price to the exercising
Registered Holder or to hold the same until all such conditions have been
satisfied. The Company shall not be obligated to issue any fractional share
interests in Warrant Shares issuable or deliverable on the exercise of any
Warrant or scrip or cash therefor and such fractional shares shall be of no
value whatsoever. If more than one Warrant shall be exercised at one time
by the same Registered Holder, the number of full Warrant Shares which
shall be issuable on exercise thereof shall be computed on the basis of the
aggregate number of full Warrant Shares issuable on such exercise.
Within thirty days after the Exercise Date and in any event prior
to the pertinent Expiration Date, pursuant to a Stock Transfer Agreement
between the Company and theWarrant Agent, the Warrant Agent shall cause to
be issued and delivered to the person or persons entitled to receive the
same, a certificate or certificates for the number of Warrant Shares
deliverable on such exercise. No adjustment shall be made in respect of
cash dividends on Warrant Shares delivered on exercise of any Warrant. The
Warrant Agent shall promptly notify the Company in writing of any exercise
and of the number of Warrant Shares delivered and shall cause payment of an
amount in cash equal to the Exercise Price to be promptly made to the order
of the Company.
Expenses incurred by the Warrant Agent while acting in the
capacity as Warrant Agent will be paid by the Company. These expenses,
including delivery of exercised share certificates to the shareholder, will
be deducted from the exercise fee submitted prior to distribution of funds
to the Company.
A detailed accounting statement relating to the number of
Warrants exercised and the net amount of exercised funds remitted will be
given to the Company with the payment of each exercise amount. This will
serve as an interim accounting for the Company's use during the Exercise
Period. A complete accounting will be made by the Warrant Agent to the
Company concerning all persons exercising Warrants, the number of Warrant
Shares issued and the amounts paid at the completion of the Exercise
Period.
The Company may deem and treat the Registered Holder of the
Warrants at any time as the absolute owner thereof for all purposes, and
the Company shall not be affected by any notice to the contrary. The
Warrants shall not entitle the holder thereof to any of the rights of
shareholders or to any dividend declared on the Common Stock unless the
holder shall have exercised the Warrants and purchased the Warrant Shares
prior to the record date fixed by the Board of Directors of the Company for
the determination of holders of Common Stock entitled to such dividend or
other right.
4. RESERVATION OF SHARES AND PAYMENT OF TAXES. The Company
covenants that it will at all times reserve and have available from its
authorized Common Stock such number of Warrant Shares as shall then be
issuable on the exercise of all outstanding Warrants. The Company
-3-
covenants that all Warrant Shares which shall be so issuable shall be duly
and validly issued, fully paid and nonassessable, and free from all taxes,
liens and charges with respect to the issue thereof.
The Company and the Warrant Agent acknowledge that the Company
will be required, pursuant to the Securities Act of 1933, as amended (the
"Act"), to deliver to each Registered Holder, upon the exercise of Warrants
and delivery of Warrant Shares, a prospectus covering the issuance of the
Warrant Shares which meets the requirements of the Act, which prospectus
must be a part of an effective registration statement under the Act at the
time that the Warrants are exercised.
The Company agrees to use its best efforts to maintain, to the
extent required by the Act, a currently effective registration statement
under the Act covering the issuance of the Warrant Shares during the period
the Warrants are exercisable. The Company further agrees, from time to
time, to furnish the Warrant Agent with copies of the Company's prospectus
to be delivered to exercising Registered Holders, as set forth above. If
any Warrant Shares require any other registration with or approval of any
government authority under any federal or state law before such Warrant
Shares may be validly issued or delivered, then the Company covenants that
it will in good faith and as expeditiously as possible endeavor to secure
such registration or approval, as the case may be. No Warrant Shares shall
be issued unless and until any such registration requirements have been
satisfied.
The Company shall have the authority to suspend the exercise of
all Warrants, until such registration or approval shall have been obtained;
but all Warrants, the exercise of which are requested during any such
suspension, shall be exercisable at the Exercise Price. If any such period
of suspension continues past the Expiration Date, all Warrants, the
exercise of which have been requested on or prior to the Expiration Date,
shall be exercisable upon the removal of such suspension until the close of
the business day immediately following the expiration of such suspension.
The Registered Holder shall pay all documentary, stamp or similar
taxes and other government charges that may be imposed with respect of the
issuance of the Warrants, or the issuance, transfer or delivery of any
Warrant Shares on exercise of the Warrants. In the event the Warrant
Shares are to be delivered in a name other than the name of the Registered
Holder of the Warrant Certificate, no such delivery shall be made unless
the person requesting the same has paid to the Warrant Agent the amount of
any such taxes or charges incident thereto.
In the event the Warrant Agent ceases to also serve as the stock
transfer agent for the Company, the Warrant Agent is irrevocably authorized
to requisition the Company's new transfer agent from time to time for
Certificates of Warrant Shares required upon exercise of the Warrants, and
the Company will authorize such transfer agent to comply with all such
requisitions. The Company will file with the Warrant Agent a statement
setting forth the name and address of its new transfer agent, for shares of
Common Stock or other capital stock issuable upon exercise of the Warrants
and of each successor transfer agent.
-4-
5. REGISTRATION OF TRANSFER. Except for the RAF Warrants as
provided below, the Warrants may not be separately tradeable or
transferable for a period of six months from the effective date of the
Company's Registration Statement or earlier at the discretion of RAF. Once
the Warrants are separated from the Common Stock, and other than as
provided below with respect to the RAF Warrants, the Warrant Certificates
may be transferred in whole or in part. Warrant Certificates to be
exchanged shall be surrendered to the Warrant Agent at its Corporate
Office. The Company shall execute and the Warrant Agent shall countersign,
issue and deliver in exchange therefor the Warrant Certificate or
Certificates which the holder making the transfer shall be entitled to
receive.
The RAF Warrants may not be sold, transferred, assigned, pledged,
or hypothecated until __________, 1998 except to officers of RAF, except to
the underwriters of the Company's initial public offering pursuant to
Registration Statement No. 333-11723, and except by will or operation of
law. After such date, the RAF Warrants may be sold, transferred, assigned,
pledged, or hypothecated provided that any such transaction is in
accordance with the registration or exemption from registration provisions
of the Act and any applicable state securities laws. If the RAF Warrants
are exercised by ___________, 1998, then any Warrant Shares acquired as a
result of any such exercise may not be sold, transferred, assigned,
pledged, or hypothecated until __________, 1998, except to officers of RAF,
except to the underwriters of the Company's initial public offering
pursuant to Registration Statement No. 333-11723, and except by will or
operation of law.
The Warrant Agent shall keep transfer books at its Corporate
Office which shall register Warrant Certificates and the transfer thereof.
On due presentment for registration of transfer of any Warrant Certificate
at such office, the Company shall execute and the Warrant Agent shall issue
and deliver to the transferee or transferees a new Warrant Certificate or
Certificates representing an equal aggregate number of Warrants. All
Warrant Certificates presented for registration of transfer or exercise
shall be duly endorsed or be accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company and the Warrant
Agent. At the time of exercise, the transfer fee shall be paid by the
Holder. The Company may require payment of a sum sufficient to cover any
tax or other government charge that may be imposed in connection therewith.
All Warrant Certificates so surrendered, or surrendered for
exercise, or for exchange in case of mutilated Warrant Certificates, shall
be promptly cancelled by the Warrant Agent and thereafter retained by the
Warrant Agent until termination of the agency created by this Agreement.
Prior to due presentment for registration of transfer thereof, the Company
and the Warrant Agent may treat the Registered Holder of any Warrant
Certificate as the absolute owner thereof (notwithstanding any notations of
ownership or writing thereon made by anyone other than the Company or the
Warrant Agent), and the parties hereto shall not be affected by any notice
to the contrary.
6. LOSS OR MUTILATION. On receipt by the Company and the Warrant
Agent of evidence satisfactory as to the ownership of and the loss, theft,
destruction or mutilation of any Warrant
-5-
Certificate, the Company shall execute, and the Warrant Agent shall
countersign and deliver in lieu thereof, a new Warrant Certificate
representing an equal aggregate number of Warrants. In the case of loss,
theft or destruction of any Warrant Certificate, the individual requesting
issuance of a new Warrant Certificate shall be required to indemnify the
Company and Warrant Agent in an amount satisfactory to each of them. In
the event a Warrant Certificate is mutilated, such Certificate shall be
surrendered and cancelled by the Warrant Agent prior to delivery of a new
Warrant Certificate. Applicants for a new Warrant Certificate shall also
comply with such other regulations and pay such other reasonable charges as
the Company may prescribe.
7. REDEMPTION OF WARRANTS. (a) Commencing on the date the Warrants
are separately tradeable and transferable, the Warrants are subject to
redemption by the Company at $.55 per Warrant, at any time until
_________, 1999, and, thereafter, at $.75 per Warrant at any time prior to
their expiration, on not less than 30 days' prior written notice to the
holders of Warrants, provided that the daily trading price per share of
Common Stock has been at least $______ (120% of the Warrant exercise price)
for a period of at least 20 consecutive trading days ending within 10 days
prior to the date upon which the notice of redemption is given. For
purposes of determining the daily trading price of the Company's Common
Stock, (i) if the Common Stock is listed on a national securities exchange,
is admitted to unlisted trading privileges on a national securities
exchange, or is quoted on a trading system of the National Association of
Securities Dealers, Inc. such as the NASDAQ Small Cap Market or the
NASDAQ/NMS, then the last reported sale price of the Common Stock on such
exchange or system each day shall be used, but if no such sale has occurred
on such day or if the last sale price is not reported, then the average of
the closing bid prices for the Common Stock for such day on such exchange
or system shall be used; or (ii) if the Common Stock is not then traded on
any such exchange or system, then the average of the daily bid prices for
the Company's Common Stock reported by the National Quotation Bureau, Inc.
each day shall be used if the Company's Common Stock is included in the
National Quotation System. The Warrants will be exercisable until the
close of the business day preceding the date fixed for redemption, if any.
Notwithstanding the foregoing, the Company will not be entitled to call any
of the Warrants for redemption or redeem any of the Warrants at a time when
the Warrants are not exercisable because the Company has not maintained a
current registration statement as described in Section 4 hereof. On the
redemption date, the Warrant Holders of record of redeemed Warrants shall
be entitled to payment of the Redemption price upon surrender of such
redeemed Warrants to the Company at the principal office of the Warrant
Agent.
(b) Notice of redemption of any Warrants shall be given by mailing,
by registered or certified mail, return receipt requested, a copy of such
notice to all of the affected Warrant Holders of record as of two days
prior to the mailing date at their respective addresses appearing on the
books or transfer records of the Company or such other address designated
in writing by the Warrant Holder of record to the Warrant Agent not less
than seventy-five (75) days prior to the redemption date and shall be
effective upon receipt.
(c) Notwithstanding any other provision of this Agreement, from and
after the redemption date, all rights of the affected Warrant Holders
(except the right to receive the Redemption Price) shall terminate, but
only if (i) on or prior to the redemption date the Company
-6-
shall have irrevocably deposited with the Warrant Agent, as paying agent,
a sufficient amount to pay on the redemption date the Redemption Price for
all Warrants called for redemption and (ii) the notice of redemption shall
have stated the name and address of the Warrant Agent and the intention of
the Company to deposit such amount with the Warrant Agent on or before the
redemption date.
(d) The Warrant Agent shall pay to the Warrant Holders of record of
redeemed Warrants all monies received by the Warrant Agent for the
redemption of Warrants to which the Warrant Holders of record of such
redeemed Warrants are entitled under the provisions of this Agreement.
(e) Any amounts deposited with the Warrant Agent which are not
required for redemption of the Warrants may be withdrawn by the Company.
Any amounts deposited with the Warrant Agent which shall be unclaimed after
six (6) months after the redemption date may be withdrawn by the Company,
and thereafter the Warrant Holders of the Warrants called for redemption
for which such funds were deposited shall look solely to the Company for
payment. The Company shall be entitled to the interest , if any, on funds
deposited with the Warrant Agent, and the Warrant Holders of redeemed
Warrants shall have no right to any such interest.
(f) If the Company fails to make a sufficient deposit with the
Warrant Agent as provided above, the Warrant Holders of any Warrants called
for redemption may at the option of the Warrant Holder (i) by notice to the
Company declare the notice of redemption a nullity, or (ii) maintain an
action against the Company for the Redemption Price. If the Warrant Holder
brings such an action the Company will pay reasonable attorneys' fees of
the Warrant Holder. If the Warrant Holder fails to bring an action against
the Company for Redemption Price within ninety (90) days after the
redemption date, the Warrant holder shall be deemed to have elected to
declare the notice of redemption to be a nullity and such notice shall be
without any force or effect.
8. ADJUSTMENT OF EXERCISE PRICE AND WARRANT SHARES. After each
adjustment of the Exercise Price pursuant to this Section 8, the number of
Warrant Shares purchasable upon the exercise of each Warrant shall be the
number receivable upon exercise thereof prior to such adjustment multiplied
by a fraction, the numerator of which shall be the original Exercise Price
as defined in Section 3 above and the denominator of which shall be such
adjusted Exercise Price. The Exercise Price shall be subject to adjustment
as set forth below:
(a)(i) In case the Company shall hereafter (A) pay a dividend or
make a distribution on its Common Stock in shares of its capital stock
(whether shares of Common Stock or of capital stock of any other class),
(B) subdivide its outstanding shares of Common Stock, (C) combine its
outstanding shares of Common Stock into a smaller number of shares, or (D)
issue by reclassification of its shares of Common Stock any shares of
capital stock of the Company, the Exercise Price in effect immediately
prior to such action shall be adjusted so that the Registered Holder of any
Warrant thereafter exercised shall be entitled to receive the number of
shares of capital stock of the Company which he would have owned
immediately following such action had such Warrant been exercised
immediately prior thereto. An adjustment made pursuant to this subsection
shall become effective immediately after the record date in the case of a
dividend and shall become effective immediately after the effective date in
the case of a subdivision, combination or reclassification. If,
-7-
as a result of an adjustment made pursuant to this subsection, the
Registered Holder of any Warrant thereafter exercised shall become entitled
to receive shares of two or more classes of capital stock of the Company,
the Board of Directors (whose determination shall be conclusive and shall
be described in a statement filed with the Warrant Agent) shall determine
the allocation of the adjusted Exercise Price between or among shares of
such classes of capital stock.
(ii) In any case in which this Section 8(a) shall require that
an adjustment to the Exercise Price be made immediately following a record
date, the Company may elect to defer (but only until five business days
following the filing by the Company with the Warrant Agent of the
certificate of independent public accountants described in subsection (i)
of Section 8(d)) issuing to the holder of any Warrants exercised after such
record date the shares of Common Stock and other capital stock of the
Company issuable upon such exercise over and above the shares of Common
Stock and other capital stock of the Company issuable upon such exercise on
the basis of the Exercise Price prior to adjustment.
(iii) No adjustment in the Exercise Price shall be required to be
made unless such adjustment would require an increase or decrease of at
least $.05; PROVIDED, HOWEVER, that any adjustments which by reason of this
subsection are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this
Section 8 shall be made to the nearest cent or to the nearest one tenth of
a share, as the case may be, but in no event shall the Company be obligated
to issue fractional shares upon the exercise of any Warrant.
(b) In case of any reclassification or change of Warrant Shares
(other than a change in par value or from 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 case of any consolidation or merger of the Company with or into
another corporation (other than a merger with a Subsidiary in which merger
the Company is the continuing corporation and which does not result in any
reclassification or change of the then Warrant Shares (other than a change
in par value or from par value to no par value or from no par value to par
value) or in the case of any sale or conveyance to another corporation of
the property of the Company as an entirety or substantially as an entirety,
then, as a condition of such reclassification, change, consolidation,
merger, sale or conveyance, the Company, or such successor or purchasing
corporation, as the case may be, shall make lawful and adequate provision
whereby the Registered Holder of each Warrant then outstanding shall have
the right thereafter to receive on exercise of such Warrant the kind and
amount of shares of stock and other securities and property receivable upon
such reclassification, change, consolidation, merger, sale or conveyance by
a holder of the number of Warrant Shares issuable upon exercise of such
Warrant immediately prior to such reclassification, change, consolidation,
merger, sale or conveyance and the Company or its successors shall
forthwith file at the Corporate Office of the Warrant Agent a statement
setting forth such provisions signed by (1) its Chairman of the Board or
Vice Chairman of the Board or President or a Vice President and (2) by its
Treasurer or an Assistant Treasurer or its Secretary or an Assistant
Secretary evidencing such provisions. Such provisions shall include
provision for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in Section 8(a). The above
provisions of this Section 8(b) shall similarly apply to successive
reclassification and changes of Warrant Shares and to successive
consolidations, mergers, sales or conveyances.
-8-
(c) Before taking any action which could cause an adjustment
reducing the Exercise Price below the then par value of the Warrant Shares,
the Company will take any corporate action which may, in the opinion of its
counsel, be necessary in order that the Company may validly and legally
issue fully paid and nonassessable Warrant Shares at such adjusted Exercise
Price.
(d)(i) Upon any adjustment of the Exercise Price required to be
made pursuant to this Section 8, the Company within 30 days thereafter
shall (A) cause to be filed with the Warrant Agent a certificate of a firm
of independent accountants setting forth the Exercise Price after such
adjustment and setting forth in reasonable detail the method of calculation
and the facts upon which such calculation is based, which certificate shall
be conclusive evidence of the correctness of such adjustment, and (B) cause
to be mailed to each of the Registered Holders of the Warrant Certificates
written notice of such adjustment. Where appropriate, such notice may be
given in advance and included as a part of the notice required to be mailed
under the provisions of subsection 8(d)(ii).
(ii) In case at any time:
(A) The Company shall declare any dividend upon its
Common Stock payable otherwise than in cash; or
(B) The Company shall offer for subscription to the
holders of its Common Stock any additional shares of stock of any class or
any other securities convertible into shares of stock or any rights to
subscribe thereto; or
(C) There shall be any capital reorganization or
reclassification of the capital stock of the Company, or a sale of all or
substantially all of the shares of the assets of the Company, or a
consolidation or merger of the Company with another corporation (other than
a merger with a subsidiary in which merger the Company is the continuing
corporation and which does not result in any reclassification or change of
the then Warrant Shares issuable upon exercise of the Warrants other than
a change in par value or from par value to no par value or from no par
value to par value); or
(D) There shall be a voluntary or involuntary
dissolution, liquidation or winding up of the Company;
then, in any one or more of said cases, the Company shall cause to be
mailed to each of the Registered Holders of the Warrant Certificates, at
the earliest practicable time (and, in any event, not less than 20 days
before any record date or other date set for definitive action), written
notice of the date on which the books of the Company shall close or a
record shall be taken for such dividend, distribution or subscription
rights or such reorganization, reclassification, sale, consolidation,
merger, dissolution, liquidation or winding up shall take place, as the
case may be. Such notice shall also set forth such facts as shall indicate
the effect of such action (to the extent such effect may be known at the
date of such notice) on the Exercise Price and the kind and amount of the
shares of stock and other securities and property deliverable upon exercise
of the Warrants. Such notice shall also specify the date as of which the
holders of the Common Stock of record shall participate in said
-9-
dividend, distribution or subscription rights or shall be entitled to
exchange their Common Stock for securities or other property deliverable
upon such reorganization, reclassification, sale, consolidation, merger,
dissolution, liquidation or winding up, as the case may be (on which date,
in the event of voluntary or involuntary dissolution, liquidation or
winding up of the Company, the right to exercise the Warrants shall
terminate).
(iii) Without limiting the obligation of the Company to provide
notice to the Registered Holders of the Warrant Certificates of corporate
actions hereunder, is agreed that failure of the Company to give notice
shall not invalidate such corporate action of the Company.
9. REDUCTION IN EXERCISE PRICE AT COMPANY'S OPTION. In addition to
any adjustments made to the Exercise Price pursuant to Section 8, the
Company's Board of Directors may, at its sole discretion, reduce the
Exercise Price of the Warrants in effect at any time either for the life of
the Warrants or any shorter period of time determined by the Company's
Board of Directors. The Company shall promptly notify the Warrant Agent
and the Registered Holders of any such reductions in the Exercise Price.
10. DUTIES, COMPENSATION AND TERMINATION OF WARRANT AGENT. The
Warrant Agent shall act hereunder as agent and in a ministerial capacity
for the Company, and its duties shall be determined solely by the
provisions hereof. The Warrant Agent shall not, by issuing and delivering
Warrant Certificates or by any other act hereunder, be deemed to make any
representations as to the validity, value or authorization of the Warrant
Certificates or the Warrants represented thereby or of the Warrant Shares
or other property delivered on exercise of any Warrant. The Warrant Agent
shall not at any time be under any duty or responsibility to any holder of
the Warrant Certificates to make or cause to be made any adjustment of the
Exercise Price or to determine whether any fact exists which may require
any such adjustments.
The Warrant Agent shall not (i) be liable for any recital or
statement of fact contained herein or for any action taken or omitted by it
in reliance on any Warrant Certificate or other document or instrument
believed by it in good faith to be genuine and to have been signed or
presented by the proper party or parties, (ii) be responsible for any
failure on the part of the Company to comply with any of its covenants and
obligations contained in this Agreement except for its own negligence or
willful misconduct, or (iii) be liable for any act or omission in
connection with this Agreement except for its own negligence or willful
misconduct.
The Company agrees to indemnify the Warrant Agent against any and
all losses, expenses and liabilities which the Warrant Agent may incur in
connection with the delivery of copies of the Company's prospectus to
exercising Registered Holders upon the exercise of any Warrants as set
forth in Section 3.
The Warrant Agent may at any time consult with counsel
satisfactory to it (which may be counsel for the Company) and shall incur
no liability or responsibility for any action taken or omitted by it in
good faith in accordance with the opinion or advice of such counsel. Any
notice, statement, instruction, request, direction, order or demand of the
Company shall be sufficiently
-10-
evidenced by an instrument signed by its President and attested by its
Secretary or Assistant Secretary. The Warrant Agent shall not be liable
for any action taken or omitted by it in accordance with such notice,
statement, instruction, request, order or demand.
The Company agrees to pay the Warrant Agent reasonable
compensation for its services hereunder and to reimburse the Warrant Agent
for its reasonable expenses as per the fee schedule attached hereto as
Exhibit C. The Company further agrees to indemnify the Warrant Agent
against any and all losses, expenses and liabilities, including judgments,
costs and counsel fees, for any action taken or omitted by the Warrant
Agent in the execution of its duties and powers hereunder, excepting
losses, expenses and liabilities arising as a result of the Warrant Agent's
negligence or willful misconduct.
The Warrant Agent may resign its duties or the Company may
terminate the Warrant Agent and the Warrant Agent shall be discharged from
all further duties and liabilities hereunder (except liabilities arising as
a result of the Warrant Agent's own negligence or willful misconduct), on
30 days' prior written notice to the other party. At least 15 days prior
to the date such resignation is to become effective, the Warrant Agent
shall cause a copy of such notice of resignation to be mailed to the
Registered Holder of each Warrant Certificate. On such resignation or
termination the Company shall appoint a new warrant agent. If the Company
shall fail to make such appointment within a period of 30 days after it has
been notified in writing of the resignation by the Warrant Agent, then the
registered holder of any Warrant Certificate may apply to any court of
competent jurisdiction for the appointment of a new warrant agent.
After acceptance in writing of an appointment of a new warrant
agent is received by the Company, such new warrant agent shall be vested
with the same powers, rights, duties and responsibilities as if it had been
originally named herein as the Warrant Agent, without any further
assurance, conveyance, act or deed; provided, however, if it shall be
necessary or expedient to execute and deliver any further assurance,
conveyance, act or deed, the same shall be done at the expense of the
Company and shall be legally and validly executed. The Company shall file
a notice of appointment of a new warrant agent with the resigning Warrant
Agent and shall forthwith cause a copy of such notice to be mailed to the
Registered Holder of each Warrant Certificate.
Any corporation into which the Warrant Agent or any new warrant
agent may be converted or merged, or any corporation resulting from any
consolidation to which the Warrant Agent or any new warrant agent shall be
a party, or any corporation succeeding to the corporate trust business of
the Warrant Agent shall be a successor Warrant Agent under this Agreement,
provided that such corporation is eligible for appointment as a successor
to the Warrant Agent under the provisions of the preceding paragraph. Any
such successor Warrant Agent shall promptly cause notice of its succession
as Warrant Agent to be mailed to the Company and to the Registered Holder
of each Warrant Certificate. No further action shall be required for
establishment and authorization of such successor warrant agent.
The Warrant Agent, its officers or directors and its subsidiaries
or affiliates may buy, hold or sell Warrants or other securities of the
Company and otherwise deal with the Company in
-11-
the same manner and to the same extent and with like effect as though it
were not Warrant Agent. Nothing herein shall preclude the Warrant Agent
from acting in any other capacity for the Company or for any other legal
entity.
11. MODIFICATION OF AGREEMENT. The Warrant Agent and the Company may
by supplemental agreement make any changes or corrections in this Agreement
(i) that they shall deem appropriate to cure any ambiguity or to correct
any defective or inconsistent provision or mistake or error herein
contained; or (ii) that they may deem necessary or desirable and which
shall not adversely affect the interests of the holders of Warrant
Certificates; provided, however, this Agreement shall not otherwise be
modified, supplemented or altered in any respect except with the consent in
writing of the Registered Holders of Warrant Certificates representing not
less than two-thirds of the Warrants outstanding. Additionally, except as
provided in Section 8, no change in the number or nature of the Warrant
Shares purchasable on exercise of a Warrant, increase in the purchase price
therefor, or the acceleration of the Expiration Date of a Warrant shall be
made without the consent in writing of the Registered Holder of the Warrant
Certificate representing such Warrant, other than such changes as are
specifically prescribed or allowed by this Agreement.
12. NOTICES. All notices, demands, elections, opinions or requests
(however characterized or described) required or authorized hereunder shall
be deemed given sufficiently if in writing and sent by registered or
certified mail, return receipt requested and postage prepaid, or by tested
telex, telegram or cable to, in the case of the Company:
Global Med Technologies, Inc.
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
with a copy to:
▇▇▇▇▇▇▇ Key & ▇▇▇▇▇▇▇▇, P.C.
Mellon Financial Center
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
and in the case of the Warrant Agent:
American Securities Transfer and Trust, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
and if to the Registered Holder of a Warrant Certificate, at the address of
such holder as set forth on the books maintained by the Warrant Agent.
-12-
13. BINDING AGREEMENT. This Agreement shall be binding upon and
inure to the benefit of the Company, the Warrant Agent and their respective
successors and assigns, and the holders from time to time of Warrant
Certificates. Nothing in this Agreement is intended or shall be construed
to confer upon any other person any right, remedy or claim or to impose on
any other person any duty, liability or obligation.
14. FURTHER INSTRUMENTS. The parties shall execute and deliver any
and all such other instruments and shall take any and all other actions as
may be reasonably necessary to carry out the intention of this Agreement.
15. SEVERABILITY. If any provision of this Agreement shall be held,
declared or pronounced void, voidable, invalid, unenforceable, or
inoperative for any reason by any court of competent jurisdiction,
government authority or otherwise, such holding, declaration or
pronouncement shall not affect adversely any other provision of this
Agreement, which shall otherwise remain in full force and effect and be
enforced in accordance with its terms, and the effect of such holding,
declaration or pronouncement shall be limited to the territory or
jurisdiction in which made.
16. WAIVER. All the rights and remedies of either party under this
Agreement are cumulative and not exclusive of any other rights and remedies
as provided by law. No delay or failure on the part of either party in the
exercise of any right or remedy arising from a breach of this Agreement
shall operate as a waiver of any subsequent right or remedy arising from a
subsequent breach of this Agreement. The consent of any party where
required hereunder to act or occurrence shall not be deemed to be a consent
to any other action or occurrence.
17. GENERAL PROVISIONS. This Agreement shall be construed and
enforced in accordance with, and governed by, the laws of the State of
Colorado. Except as otherwise expressly stated herein, time is of the
essence in performing hereunder. This Agreement embodies the entire
agreement and understanding between the parties and supersedes all prior
agreements and understandings relating to the subject matter hereof, and
this Agreement may not be modified or amended or any term or provisions
hereof waived or discharged except in writing signed by the party against
whom such amendment, modification, waiver or discharge is sought to be
enforced. The headings of this Agreement are for convenience in reference
only and shall not limit or otherwise affect the meaning hereof. This
Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which taken together shall
constitute one and the same instrument.
-13-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first above written.
GLOBAL MED TECHNOLOGIES, INC.
ATTEST:
_______________________________ By_________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Secretary ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
AMERICAN SECURITIES TRANSFER AND TRUST, INC.
Warrant Agent
By_________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
-14-
Exhibit A
GLOBAL MED TECHNOLOGIES, INC.
Incorporated Under the Laws of the State of Colorado
No. W- _____Class A Common Stock
Purchase Warrants
CUSIP 37935E 11 9
CERTIFICATE FOR (See Reverse
CLASS A COMMON STOCK For Certain
PURCHASE WARRANTS Definitions)
This Warrant Certificate certifies that ___________________, or
registered assigns ("the Warrant Holder"), is the registered owner of the
above indicated number of Class A Common Stock Purchase Warrants (the
"Warrants") expiring on __________, 2000 (the "Expiration Date"). One
Warrant entitles the Warrant Holder to purchase one share of common stock
("Share") from Global Med Technologies, Inc., a Colorado corporation (the
"Company"), at a purchase price of $____ (the "Exercise Price"), commencing
on __________, 1997, and terminating on the Expiration Date ("Exercise
Period"), upon surrender of this Warrant Certificate with the exercise form
hereon duly completed and executed with payment of the Exercise Price at
the office of American Securities Transfer & Trust, Inc. (the "Warrant
Agent"), but only subject to the conditions set forth herein and in a
Warrant Agreement dated as of _________, 1997 (the "Warrant Agreement")
between the Company and the Warrant Agent. The Exercise Price, the number
of shares purchasable upon exercise of each Warrant, the number of Warrants
outstanding and the Expiration Date are subject to adjustments upon the
occurrence of certain events. The Warrant Holder may exercise all or any
number of Warrants. Reference hereby is made to the provisions on the
reverse side of this Warrant Certificate and to the provisions of the
Warrant Agreement, all of which are incorporated by reference in and made
a part of this Warrant Certificate and shall for all purposes have the same
effect as though fully set forth at this place.
Upon due presentment for transfer of this Warrant Certificate at the
office of the Warrant Agent, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants, subject to any adjustments made in accordance with the provisions
of the Warrant Agreement, shall be issued to the transferee in exchange for
this Warrant Certificate, subject to the limitations provided in the
Warrant Agreement, upon payment of $_____ per Warrant Certificate and any
tax or governmental charge imposed in connection with such transfer.
The Warrant Holder of the Warrants evidenced by this Warrant
Certificate may exercise all or any whole number of such Warrants during
the period and in the manner stated hereon. The Exercise Price shall be
payable in lawful money of the United States of America and in cash or by
certified or bank cashier's check or bank draft payable to the order of the
Company. If upon exercise of any Warrants evidenced by this Warrant
Certificate the number of Warrants exercised shall be less than the total
number of Warrants so evidenced, there shall be issued to the Warrant
Holder a new Warrant Certificate evidencing the number of Warrants not so
exercised.
Subject to the following paragraph, no Warrant may be exercised after
5:00 p.m. Mountain Time on the Expiration Date and any Warrant not
exercised by such time shall become void, unless extended by the Company.
Commencing on the date the Warrants are separately tradeable and
transferable, the Warrants are subject to redemption by the Company at $.55
per Warrant, at any time until _________, 1999, and, thereafter, at $.75
per Warrant at any time prior to their expiration, on not less than 30
days' prior written notice to the holders of Warrants, provided that the
daily trading price per share of Common Stock has been at least $______
(120% of the Warrant exercise price) for a period of at least 20
consecutive trading days ending within 10 days prior to the date upon which
the notice of redemption is given. During the 30-day period immediately
following the giving of such notice, the Warrant Holders shall have the
right to exercise the Warrants so held by them. Upon expiration of such
30-day period, all rights of the Warrant Holders shall terminate, other
than the rights to receive the redemption price, without interest, and the
right to receive the redemption price shall itself expire on the Warrant
Expiration Date.
This Warrant Certificate shall not be valid unless countersigned by
the Warrant Agent.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
by its President and by its Secretary, each by a facsimile of his/her
signature, and has caused a facsimile of its corporate seal to be imprinted
hereon.
Dated: ______________________
GLOBAL MED TECHNOLOGIES, INC.
_____________________________ By________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Secretary ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
AMERICAN SECURITIES TRANSFER &
TRUST, INC.
Warrant Agent
By_________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
-2-
FORM OF REVERSE SIDE OF WARRANT
This Warrant Certificate, when surrendered to the Warrant Agent at its
principal office by the Warrant Holder, in person or by attorney duly
authorized in writing, may be exchanged in the manner and subject to the
limitations provided in the Warrant Agreement, upon the payment of any tax
or other governmental charge imposed in connection with such exchange, for
another Warrant Certificate or Warrant Certificates of like tenor and
evidencing a like number of Warrants, subject to any adjustments made in
accordance with the provisions of the Warrant Agreement.
The Company and the Warrant Agent may deem and treat the registered
holder hereof as the absolute owner of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by
anyone) for all proposes and neither the Company nor the Warrant Agent
shall be affected by any notice to the contrary. No Warrant Holder, as
such, shall have any rights of a holder of the Common Stock of the Company,
either at law or at equity, and the rights of the Warrant holder, as such,
are limited to those rights expressly provided in the Warrant Agreement and
in the Warrant Certificate.
Under the Warrant Agreement the Exercise Price is subject to
adjustment if the Company shall effect any stock split or stock combination
with respect to the Common Stock. Any such adjustment of the Exercise
Price will also result in an adjustment of the number of shares of Common
Stock purchasable upon exercise of a Warrant or, if the Company should
elect, an adjustment of each outstanding Warrant into a different number of
Warrants.
The Company shall not be required to issue fractions of Warrants upon
any such adjustment or to issue fractions of shares upon the exercise of
any Warrants upon any such adjustment, in accordance with the Warrant
Agreement.
The Warrant Agreement is subject to amendment upon the approval of
holders of at least two-thirds of the outstanding Warrants as a group,
except that no such approval is required for the reduction of the Exercise
Price or extension of the Expiration Date. No amendment shall accelerate
the Expiration Date or increase the Exercise Price without the approval of
all the holders of all outstanding Warrants. A copy of the Warrant
Agreement will be available at all reasonable times at the office of the
Warrant Agent for inspection by any Warrant Holder. As a condition of such
inspection, the Warrant Agent may require any Warrant Holder to submit the
Warrant Holder's Warrant Certificate for inspection.
IMPORTANT: The Warrants represented by this Certificate may not be
exercised by a Warrant Holder unless at the time of exercise the underlying
shares of Common Stock are qualified for sale by registration or otherwise
in the state where the Warrant Holder resides or unless the issuance of the
shares of Common Stock would be exempt under the applicable state
securities laws. Further, a registration statement under the Securities
Act of 1933, as amended, covering the issuance of shares of Common Stock
upon the exercise of this Warrant must be in effect and current at the time
of exercise unless the issuance of shares of Common Stock upon any exercise
is exempt from the registration requirements of the Securities Act of 1933.
Unless such registration statement is in effect and current at the time of
exercise, or unless such an exemption is available the Company may decline
to permit the exercise of this Warrant.
-3-
TRANSFER FEE $_____ PER CERTIFICATE
GLOBAL MED TECHNOLOGIES, INC.
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT -
TEN ENT - as tenants by the entireties Custodian
JT TEN - as joint tenants with right ------------------
of survivorship and not as (Cust) (Minor)
Tenanta in common under Uniform Gifts
to Minors Act _______
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF ASSIGNMENT
(To Be Executed by the Registered Holder if the Registered Holder
Desires to Assign Class A Warrants Evidenced by the
Within Warrant Certificate)
FOR VALUE RECEIVED __________________________ hereby sells, assigns
and transfers unto ____________________ Class A Warrants, evidenced by the
within Warrant Certificate, and does hereby irrevocably constitute and
appoint ________________________________ Attorney to transfer the said
Warrants evidenced by the within Warrant Certificate on the books of the
Company, with full power of substitution.
Dated: _________________ ________________________________
Signature
NOTICE: The above signature must correspond with the name as written upon
the face of the within Warrant Certificate in every particular,
without alteration or enlargement or any change whatsoever.
Signature Guaranteed: _________________________________________
-4-
FORM OF ELECTION TO PURCHASE
(To be Executed by the Holder if the Registered Holder Desires to
Exercise Warrants Evidenced by the Within Warrant Certificate)
To Global Med Technologies, Inc.:
The undersigned hereby irrevocably elects to exercise
______________ Class A Warrants, evidenced by the within Warrant
Certificate for, and to purchase thereunder, ___________ full shares of
Common Stock issuable upon exercise of said Warrants and delivery of
$___________ and any applicable taxes.
The undersigned requests that certificates for such shares be
issued in the name of:
PLEASE INSERT SOCIAL SECURITY OR
TAX IDENTIFICATION NUMBER
_______________________________ _________________________________
(Please print name and address)
_______________________________ _________________________________
_______________________________ _________________________________
If said number of Class A Warrants shall not be all the Warrants
evidenced by the within Warrant Certificate, the undersigned requests that
a new Warrant Certificate evidencing the Warrants not so exercised be
issued in the name of and delivered to:
________________________________________________________________________
(Please print name and address)
________________________________________________________________________
__________________________________________________________________________
Dated: ____________________ Signature: __________________________
NOTICE: The above signature must correspond with the name as written upon
the face of the within Warrant Certificate in every particular,
without alteration or enlargement or any change whatsoever, or if
signed by any other person the Form of Assignment hereon must be
duly executed and if the certificate representing the shares or
any Warrant Certificate representing Warrants not exercised is to
be registered in a name other than that in which the within
Warrant Certificate is registered, the signature of the holder
hereof must be guaranteed.
Signature Guaranteed: ____________________________________
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT
TO S.E.C. RULE 17Ad-15.
-5-
Exhibit B
GLOBAL MED TECHNOLOGIES, INC.
Incorporated Under the Laws of the State of Colorado
No. W- _____Class A Common Stock
Purchase Warrants
CUSIP 37935E 11 9
CERTIFICATE FOR (See Reverse
CLASS A COMMON STOCK For Certain
PURCHASE WARRANTS Definitions)
This Warrant Certificate certifies that RAF Financial Corporation, or
registered assigns ("the Warrant Holder"), is the registered owner of the
above indicated number of Class A Common Stock Purchase Warrants (the
"Warrants") expiring on __________, 2000 (the "Expiration Date"). One
Warrant entitles the Warrant Holder to purchase one share of common stock
("Share") from Global Med Technologies, Inc., a Colorado corporation (the
"Company"), at a purchase price of $____ (the "Exercise Price"), commencing
on __________, 1997, and terminating on the Expiration Date ("Exercise
Period"), upon surrender of this Warrant Certificate with the exercise form
hereon duly completed and executed with payment of the Exercise Price at
the office of American Securities Transfer & Trust, Inc. (the "Warrant
Agent"), but only subject to the conditions set forth herein and in a
Warrant Agreement dated as of _________, 1997 (the "Warrant Agreement")
between the Company and the Warrant Agent. The Exercise Price, the number
of shares purchasable upon exercise of each Warrant, the number of Warrants
outstanding and the Expiration Date are subject to adjustments upon the
occurrence of certain events. The Warrant Holder may exercise all or any
number of Warrants. Reference hereby is made to the provisions on the
reverse side of this Warrant Certificate and to the provisions of the
Warrant Agreement, all of which are incorporated by reference in and made
a part of this Warrant Certificate and shall for all purposes have the same
effect as though fully set forth at this place.
Until _____, 1998, this Warrant Certificate is not transferrable
except to an underwriter that participated in the public offering by the
Company that resulted in the original issuance of the Warrants, to a
partner or an officer of such an underwriter or by will on operation of
law. Upon due presentment for transfer of this Warrant Certificate at the
office of the Warrant Agent, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants, subject to any adjustments made in accordance with the provisions
of the Warrant Agreement, shall be issued to the transferee in exchange for
this Warrant Certificate, subject to the limitations provided in the
Warrant Agreement, upon payment of $_____ per Warrant Certificate and any
tax or governmental charge imposed in connection with such transfer.
The Warrant Holder of the Warrants evidenced by this Warrant
Certificate may exercise all or any whole number of such Warrants during
the period and in the manner stated hereon. The Exercise Price shall be
payable in lawful money of the United States of America and in cash or by
certified or bank cashier's check or bank draft payable to the order of the
Company. If upon exercise of any Warrants evidenced by this Warrant
Certificate the number of Warrants exercised shall be less than the total
number of Warrants so evidenced, there shall be issued to the Warrant
Holder a new Warrant Certificate evidencing the number of Warrants not so
exercised.
Subject to the following paragraph, no Warrant may be exercised after
5:00 p.m. Mountain Time on the Expiration Date and any Warrant not
exercised by such time shall become void, unless extended by the Company.
Commencing on the date the Warrants are separately tradeable and
transferable, the Warrants are subject to redemption by the Company at $.55
per Warrant, at any time until _________, 1999, and, thereafter, at $.75
per Warrant at any time prior to their expiration, on not less than 30
days' prior written notice to the holders of Warrants, provided that the
daily trading price per share of Common Stock has been at least $______
(120% of the Warrant exercise price) for a period of at least 20
consecutive trading days ending within 10 days prior to the date upon which
the notice of redemption is given. During the 30-day period immediately
following the giving of such notice, the Warrant Holders shall have the
right to exercise the Warrants so held by them. Upon expiration of such
30-day period, all rights of the Warrant Holders shall terminate, other
than the rights to receive the redemption price, without interest, and the
right to receive the redemption price shall itself expire on the Warrant
Expiration Date.
This Warrant Certificate shall not be valid unless countersigned by
the Warrant Agent.
-2-
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
by its President and by its Secretary, each by a facsimile of his/her
signature, and has caused a facsimile of its corporate seal to be imprinted
hereon.
Dated: ______________________
GLOBAL MED TECHNOLOGIES, INC.
_____________________________ By________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Secretary ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
AMERICAN SECURITIES TRANSFER & TRUST, INC.
Warrant Agent
By_________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
-3-
FORM OF REVERSE SIDE OF WARRANT
This Warrant Certificate, when surrendered to the Warrant Agent at its
principal office by the Warrant Holder, in person or by attorney duly
authorized in writing, may be exchanged in the manner and subject to the
limitations provided in the Warrant Agreement, upon the payment of any tax
or other governmental charge imposed in connection with such exchange, for
another Warrant Certificate or Warrant Certificates of like tenor and
evidencing a like number of Warrants, subject to any adjustments made in
accordance with the provisions of the Warrant Agreement.
The Company and the Warrant Agent may deem and treat the registered
holder hereof as the absolute owner of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by
anyone) for all proposes and neither the Company nor the Warrant Agent
shall be affected by any notice to the contrary. No Warrant Holder, as
such, shall have any rights of a holder of the Common Stock of the Company,
either at law or at equity, and the rights of the Warrant holder, as such,
are limited to those rights expressly provided in the Warrant Agreement and
in the Warrant Certificate.
Under the Warrant Agreement the Exercise Price is subject to
adjustment if the Company shall effect any stock split or stock combination
with respect to the Common Stock. Any such adjustment of the Exercise
Price will also result in an adjustment of the number of shares of Common
Stock purchasable upon exercise of a Warrant or, if the Company should
elect, an adjustment of each outstanding Warrant into a different number of
Warrants.
The Company shall not be required to issue fractions of Warrants upon
any such adjustment or to issue fractions of shares upon the exercise of
any Warrants upon any such adjustment, in accordance with the Warrant
Agreement.
The Warrant Agreement is subject to amendment upon the approval of
holders of at least two-thirds of the outstanding Warrants as a group,
except that no such approval is required for the reduction of the Exercise
Price or extension of the Expiration Date. No amendment shall accelerate
the Expiration Date or increase the Exercise Price without the approval of
all the holders of all outstanding Warrants. A copy of the Warrant
Agreement will be available at all reasonable times at the office of the
Warrant Agent for inspection by any Warrant Holder. As a condition of such
inspection, the Warrant Agent may require any Warrant Holder to submit the
Warrant Holder's Warrant Certificate for inspection.
IMPORTANT: The Warrants represented by this Certificate may not be
exercised by a Warrant Holder unless at the time of exercise the underlying
shares of Common Stock are qualified for sale by registration or otherwise
in the state where the Warrant Holder resides or unless the issuance of the
shares of Common Stock would be exempt under the applicable state
securities laws. Further, a registration statement under the Securities
Act of 1933, as amended, covering the issuance of shares of Common Stock
upon the exercise of this Warrant must be in effect and current at the time
of exercise unless the issuance of shares of Common Stock upon any exercise
is exempt from the registration requirements of the Securities Act of 1933.
Unless such registration statement is in effect and current at the time of
exercise, or unless such an exemption is available the Company may decline
to permit the exercise of this Warrant.
-4-
TRANSFER FEE $_____ PER CERTIFICATE
GLOBAL MED TECHNOLOGIES, INC.
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT -
TEN ENT - as tenants by the entireties Custodian
JT TEN - as joint tenants with right ------------------
of survivorship and not as (Cust) (Minor)
Tenanta in common under Uniform Gifts
to Minors Act _______
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF ASSIGNMENT
(To Be Executed by the Registered Holder if the Registered Holder
Desires to Assign Class A Warrants Evidenced by the
Within Warrant Certificate)
FOR VALUE RECEIVED __________________________ hereby sells, assigns
and transfers unto ____________________ Class A Warrants, evidenced by the
within Warrant Certificate, and does hereby irrevocably constitute and
appoint ________________________________ Attorney to transfer the said
Warrants evidenced by the within Warrant Certificate on the books of the
Company, with full power of substitution.
Dated: _________________ ________________________________
Signature
NOTICE: The above signature must correspond with the name as written upon
the face of the within Warrant Certificate in every particular,
without alteration or enlargement or any change whatsoever.
Signature Guaranteed: _________________________________________
-4-
FORM OF ELECTION TO PURCHASE
(To be Executed by the Holder if the Registered Holder Desires to
Exercise Warrants Evidenced by the Within Warrant Certificate)
To Global Med Technologies, Inc.:
The undersigned hereby irrevocably elects to exercise
______________ Class A Warrants, evidenced by the within Warrant
Certificate for, and to purchase thereunder, ___________ full shares of
Common Stock issuable upon exercise of said Warrants and delivery of
$___________ and any applicable taxes.
The undersigned requests that certificates for such shares be
issued in the name of:
PLEASE INSERT SOCIAL SECURITY OR
TAX IDENTIFICATION NUMBER
_______________________________ _________________________________
(Please print name and address)
_______________________________ _________________________________
_______________________________ _________________________________
If said number of Class A Warrants shall not be all the Warrants
evidenced by the within Warrant Certificate, the undersigned requests that
a new Warrant Certificate evidencing the Warrants not so exercised be
issued in the name of and delivered to:
________________________________________________________________________
(Please print name and address)
________________________________________________________________________
__________________________________________________________________________
Dated: ____________________ Signature: __________________________
NOTICE: The above signature must correspond with the name as written upon
the face of the within Warrant Certificate in every particular,
without alteration or enlargement or any change whatsoever, or if
signed by any other person the Form of Assignment hereon must be
duly executed and if the certificate representing the shares or
any Warrant Certificate representing Warrants not exercised is to
be registered in a name other than that in which the within
Warrant Certificate is registered, the signature of the holder
hereof must be guaranteed.
Signature Guaranteed: ____________________________________
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT
TO S.E.C. RULE 17Ad-15.
-5-
