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THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER: (A) THE SECURITIES ACT OF 1933, AS
AMENDED, IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN SECTIONS
3 AND 4 OF SUCH ACT AND REGULATION D PROMULGATED THEREUNDER; OR (B) ANY STATE
SECURITIES LAWS IN RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER. THESE
SECURITIES MUST BE ACQUIRED FOR INVESTMENT ONLY FOR THE ACCOUNT OF THE INVESTOR
AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
OF THEM UNDER SUCH ACT AND ALL OTHER APPLICABLE SECURITIES LAWS OR AN OPINION OF
COUNSEL ACCEPTABLE TO THE CORPORATION OR ITS REPRESENTATIVES THAT SUCH SALE OR
TRANSFER WOULD NOT VIOLATE APPLICABLE SECURITIES LAWS OR REGULATIONS.
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WARRANT NO. TO PURCHASE
SHARES OF COMMON STOCK
(NO PAR VALUE)
CLASS "N" WARRANT TO PURCHASE SHARES
OF COMMON STOCK OF
PROBEX CORP.
(A COLORADO CORPORATION)
PURCHASE PRICE PER SHARE: $1.00
EXPIRATION DATE: 5:00 P.M., DENVER, COLORADO TIME, ON JUNE 8, 2003
THIS CERTIFIES that, for value received,
is the registered owner and is entitled, subject to the terms and conditions of
this Warrant, until the Expiration Date, to purchase the number of shares set
forth above of the Common Stock, no par value (the "Common Stock"), of Probex
Corp. (the "Corporation") from the Corporation at the purchase price set forth
above. The number of shares of Common Stock that may be received upon the
exercise of the Warrants and the price to be paid for each share of Common Stock
are subject to adjustment from time to time as hereinafter set forth.
Section 1. EXERCISE OF WARRANTS. Subject to the provisions hereof, the
Warrants may be exercised in whole or in part until the Expiration Date, by
delivery of this Warrant to the Corporation with the exercise form duly executed
and payment of the purchase price (in cash or by certified or bank cashier's
check payable to the order of the Corporation) for each share purchased.
Section 2. CORPORATION'S COVENANTS AS TO COMMON STOCK. Shares
deliverable on the exercise of this Warrant shall, at delivery, be fully paid
and non-assessable, free from taxes, liens, and charges with respect to their
purchase. The Corporation shall at all times reserve and hold available
sufficient shares of Common Stock to satisfy all conversion and purchase rights
of outstanding convertible securities, options and warrants.
Section 3. METHOD OF EXERCISE; FRACTIONAL SHARES. The purchase rights
represented by this Warrant are exercisable at the option of the registered
owner in whole at any time, or in part, from time to time, within the period
above specified, provided, however, that purchase rights are not exercisable
with respect to a fraction of a share of Common Stock. In lieu of issuing a
fraction of a share remaining after exercise of this Warrant as to all full
shares covered hereby, the Corporation shall either (1) pay therefor cash equal
to the same fraction of the then current Warrant purchase price per share or, at
its option,
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CLASS "N" WARRANT NO. PAGE 2
(2) issue scrip for the fraction, in registered or bearer form approved by the
board of directors of the Corporation, which shall entitle the holder to receive
a certificate for a full share of Common Stock on surrender of scrip aggregating
a full share. Scrip may become void after a reasonable period (but not less than
six months after the expiration date of this Warrant) determined by the board of
directors and specified in the scrip. In case of the exercise of this Warrant
for less than all the shares purchasable, the Corporation shall cancel the
Warrant and execute and deliver a new Warrant of like tenor and date for the
balance of the shares purchasable.
Section 4. ADJUSTMENT OF SHARES PURCHASABLE. The number of shares
purchasable hereunder and the purchase price per share are subject to adjustment
from time to time as specified in this Warrant.
Section 5. LIMITED RIGHTS OF OWNER. This Warrant does not entitle the
owner to any voting rights or other rights as a shareholder of the Corporation,
or to any other rights whatsoever except the rights herein expressed. No
dividends are payable or will accrue on this Warrant or the shares purchasable
hereunder until, and except to the extent that, this Warrant is exercised.
Section 6. EXCHANGE FOR OTHER DENOMINATIONS. This Warrant is
exchangeable, on its surrender by the registered owner to the Corporation, for
new Warrants of like tenor and date representing in the aggregate the right to
purchase the number of shares purchasable hereunder in denominations designated
by the registered owner at the time of surrender.
Section 7. REGISTRATION RIGHTS. "Piggy-back" registration rights
covering the resale of shares of the Common Stock purchased pursuant to this
Warrant shall attach to this Warrant in accordance with a registration rights
agreement to be delivered and executed by the Corporation at such times as
Corporation proposes to register any of the Common Stock under the Securities
Act of 1933, as amended.
Section 8. REDEMPTION. This Warrant, to the extent not then exercised,
may be redeemed by the Corporation at its option on 30 days written notice at a
redemption price of $0.01 per Warrant Share then issuable hereunder upon the
following conditions:
(a) if the closing bid price (or the last sale price) of the
Corporation's Common Stock, as reported by the principal exchange or quotation
service on which the Common Stock is traded, for any ten consecutive days is at
or above of $6.00 (U.S. Funds) per share; and,
(b) the Warrants have been registered under the Securities Act of
1933, as amended.
Section 9. TRANSFER. Except as otherwise above provided, this Warrant
is transferable only on the books of the Corporation by the registered owner in
person or by attorney, on surrender of this Warrant, properly endorsed. However,
because this Warrant has not been registered under the Securities Act of 1933,
as amended, and applicable state securities laws, this Warrant may not be sold
or transferred in the absence of an effective registration of it under such Act
and all other applicable securities laws or an opinion of counsel acceptable to
the Corporation or its representatives that such sale or transfer would not
violate applicable securities laws or regulations. Any Common Stock purchased
upon exercise of this Warrant shall also be subject to the same restrictions on
transfer and will contain the same transfer legend found on the face of this
Warrant.
Section 10. RECOGNITION OF REGISTERED OWNER. Prior to due presentment
for registration of transfer of this Warrant, the Corporation may treat the
registered owner as the person exclusively entitled to receive notices and
otherwise to exercise rights hereunder.
Section 11. EFFECT OF STOCK SPLIT, ETC. If the Corporation, by stock
dividend, split, reverse split, reclassification of shares, or otherwise,
changes as a whole the outstanding Common Stock into a different number or class
of shares, then:
(a) the number and class of shares so changed shall, for the purposes
of this Warrant, automatically replace the shares outstanding immediately prior
to the change even if the Holder does
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CLASS "N" WARRANT NO. PAGE 3
not exchange this Warrant for a new Warrant representing the actual number of
shares held as a result of stock split of other such changes, which the Holder
shall not be required to do; and
(b) the Warrant purchase price in effect, and the number of shares
purchasable under this Warrant, immediately prior to the date upon which the
change becomes effective, shall be proportionately adjusted (the price to the
nearest cent).
Section 12. EFFECT OF MERGER, ETC. If the Corporation consolidates with
or merges into another corporation, the registered owner shall thereafter be
entitled on exercise to purchase, with respect to each share of Common Stock
purchasable hereunder immediately before the consolidation or merger becomes
effective, the securities or other consideration to which a holder of one share
of Common Stock is entitled in the consolidation or merger to assure that all
the provisions of this Warrant shall thereafter be applicable, as nearly as
reasonably may be, to any securities or other consideration so deliverable on
exercise of this Warrant. The Corporation shall not consolidate or merge unless,
prior to consummation, the successor corporation (if other than the Corporation)
assumes the obligations of this Section 10 by written instrument executed and
mailed to the registered owner at the address of the owner on the books of the
Corporation. A sale or lease of all or substantially all the assets of the
Corporation for a consideration (apart from the assumption of obligations)
consisting primarily of securities is a consolidation or merger for the
foregoing purposes.
Section 13. NOTICE OF ADJUSTMENT. On the happening of an event
requiring an adjustment of the Warrant purchase price or the shares purchasable
hereunder, the Corporation shall forthwith give written notice to the registered
owner stating the adjusted Warrant purchase price and the adjusted number and
kind of securities or other property purchasable hereunder resulting from the
event and setting forth in reasonable detail the method of calculation and the
facts upon which the calculation is based. The board of directors of the
Corporation, acting in good faith, shall determine the calculation.
Section 14. NOTICE AND EFFECT OF DISSOLUTION, ETC. In case a voluntary
or involuntary dissolution, liquidation, or winding up of the Corporation (other
than in connection with a consolidation or merger covered by Section 10 above)
is at any time proposed, the Corporation shall give at least 10 days' written
notice to the registered owner prior to the record date as of which holders of
Common Stock will be entitled to receive distributions as a result of the
proposed transaction. Such notice shall contain: (1) the date on which the
transaction is to take place; (2) the record date as of which holders of Common
Stock will be entitled to receive distributions as a result of the transaction;
(3) a brief description of the transaction; (4) a brief description of the
distributions to be made to holders of Common Stock as a result of the
transaction; and (5) an estimate of the fair value of the distributions. On the
date of the transaction, if it actually occurs, this Warrant and all rights
hereunder shall terminate.
Section 15. METHOD OF GIVING NOTICE; EXTENT REQUIRED. Notices shall be
given by first class mail, postage prepaid, addressed to the registered owner at
the address of the owner appearing in the records of the Corporation. No notice
to warrant holders is required except as specified in Sections 11 and 12.
Section 16. ACCESS TO INFORMATION. The Company will provide an
opportunity to any registered owner of this Warrant to ask questions of
management of the Company and to obtain information to the extent the Company
has the same in its possession prior to any exercise of the owner's rights to
purchase Common Stock under this Warrant. Requests for information and any other
questions concerning the business and affairs of the Company should be directed
to any officer of the Company at its main business offices.
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CLASS "N" WARRANT NO. PAGE 4
Witness the seal of the Corporation and the signatures of its
authorized officers.
Dated: (Seal) PROBEX CORP.
ATTEST:
/s/ By:
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Xxxx X. Xxxxxx Xxxxxx X. Xxxxxx
President Chief Executive Officer
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CLASS "N" WARRANT NO. PAGE 5
TRANSFER FORM
For value received, the undersigned hereby sells, assigns, and
transfers to
Name ___________________________________________________________________________
Address ________________________________________________________________________
this Warrant and irrevocable appoints __________________________________________
attorney (with full power of substitution) to transfer this Warrant on the books
of the Corporation.
Date:
_____________________________ _______________________________________________
(Please sign exactly as name appears on Warrant)
Taxpayer ID No. ______________________________
In the presence of Signature guaranteed by
_____________________________ ________________________________________________
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CLASS "N" WARRANT NO. PAGE 6
EXERCISE FORM
The undersigned hereby: (1) irrevocably subscribes for ________________
shares of your Common Stock pursuant to this Warrant, and encloses payment of
$____________________ therefor; (2) requests that a certificate for the shares
be issued in the name of the undersigned and delivered to the undersigned at the
address below; and (3) if such number of shares is not all of the shares
purchasable hereunder, that a new Warrant of like tenor for the balance of the
remaining shares purchasable hereunder be issued in the name of the undersigned
and delivered to the undersigned at the address below.
Date:
_____________________________ ________________________________________________
(Please sign exactly as name appears on Warrant)
Address:________________________________________
________________________________________________
Taxpayer ID No. ________________________________