EXHIBIT 10.5
WARRANT NO. 1997- 68
ARTRA GROUP INCORPORATED
WARRANT TO PURCHASE COMMON STOCK
(No Par Value)
June 10, 1997
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED OR QUALIFIED FOR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT") OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, HYPOTHECATED OR
OTHERWISE TRANSFERRED UNLESS REGISTERED PURSUANT TO THE ACT AND QUALIFIED UNDER
APPLICABLE STATE LAW OR, IN THE OPINION OF COUNSEL TO ARTRA GROUP INCORPORATED,
AN EXEMPTION THEREFROM IS AVAILABLE.
FOR VALUE RECEIVED, Xxxxxx X. Xxxxxx (the "Holder") is entitled to purchase,
subject to the provisions of this Warrant, from ARTRA GROUP Incorporated, a
Pennsylvania corporation ("ARTRA" or the "Company"), at a price of $5.00 per
share (the "Exercise Price") of no par common stock of the Company, ("Common
Stock"), at any time from June 10, 1997 to the time of expiration of this
Warrant at 5:00 p.m., Chicago, Illinois time, on June 10, 1999 (the "Expiration
Date"), 40,000 shares of Common Stock, and the Holder shall be governed and
bound by all of the covenants, terms and conditions contained herein. The number
of shares of Common Stock to be received upon the exercise of this Warrant and
the price to be paid for a share of Common Stock may be adjusted from time to
time as hereinafter set forth. The shares of Common Stock deliverable upon such
exercise and as adjusted from time to time are hereinafter sometimes referred to
as "Warrant Shares", and the exercise price of a share of Common Stock in effect
at any time and as adjusted from time to time is hereinafter sometimes referred
to as the "Exercise Price".
1. Exercise of Warrant. This Warrant may be exercised in whole or in
part at any time after the First Exercise Date and on or before the Expiration
Date of this Warrant, or if such day is a day on which banking institutions are
authorized by law to close in Chicago, Illinois, then on the next succeeding
business day, by presentation and surrender hereof to the Company at its office
at 000 Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx, with the purchase form annexed
hereto duly executed and accompanied by payment of the Exercise Price for the
number of shares of Common Stock specified in such form. If this Warrant should
be exercised in part only, the Company shall, upon surrender of this Warrant for
cancellation, execute and deliver a new Warrant evidencing the
rights of the Holder to purchase the balance of the Warrant Shares
purchasable hereunder. Upon receipt by the Company of this Warrant at its office
in proper form for exercise, the Holder shall be deemed to be the holder of
record of the shares of Common Stock issuable upon such exercise,
notwithstanding that certificates representing such shares of Common Stock shall
not then be actually delivered to the Holder.
2. Reservation of Shares, Fractional Shares.
(a) ARTRA hereby agrees that at all times it shall reserve for issue
and delivery upon exercise of this Warrant such number of shares of its Common
Stock as shall be required for issue and delivery upon exercise of this Warrant.
(b) No fractional shares or scrip representing fractional shares shall
be issued upon the exercise of this Warrant. With respect to any fraction of a
share called for upon exercise hereof, ARTRA shall pay to the Holder an amount
in cash equal to such fraction multiplied by the then current market value of a
share of Common Stock, determined as follows:
(i) If the Common Stock is listed on a national securities
exchange or admitted to unlisted trading privileges on such exchange the current
value shall be the last reported sale price of the Common Stock on such exchange
on the last business day prior to the date of exercise of this Warrant or if no
such sale is made on such day, the average closing bid and asked prices for such
day on such exchange; or
(ii) If the Common Stock is not listed or admitted to unlisted
trading privileges the current value shall be the mean of the last reported bid
and ask prices reported by the National Quotation Bureau, Inc., on the last
business day prior to the date of the exercise of this Warrant; or
(iii) If the Common Stock is not so listed or admitted to
unlisted trading privileges and bid and ask prices are not so reported, the
current value shall be an amount, not less than book value, determined in such
reasonable manner as may be prescribed by the Board of Directors of the ARTRA.
3. Exchange, Assignment, or Loss of Warrant. This Warrant is
exchangeable, without expense to the Holder, at the option of the Holder, upon
presentation and surrender hereof to the ARTRA for other Warrants of different
denominations entitling the Holder hereof to purchase in the aggregate the same
number of shares of Common Stock purchasable hereunder. Any such exchange shall
be made by surrender of this Warrant to ARTRA or at the office of its agent, if
any, with the assignment form annexed duly executed. Subject to compliance with
the provisions of
2
applicable law, ARTRA, without charge to the Holder, shall execute and deliver a
new Warrant in the name of any assignee named in such instrument or assignment,
and this Warrant shall promptly be canceled. This Warrant may be divided or
combined with other Warrants which carry the same rights upon presentation
hereof at the office of ARTRA or at the office of its agent, if any, together
with a written notice specifying the names and denominations in which new
Warrants are to be issued and signed by the Holder hereof. The term "Warrant" as
used herein includes any Warrants into which this Warrant may be divided or
exchanged. Upon receipt by ARTRA of evidence satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant, and (in the case of loss,
theft or destruction) of reasonably satisfactory indemnification, and upon
surrender and cancellation of this Warrant, if mutilated, XXXXX will execute and
deliver a new Warrant of like tenor and date. Any such new Warrant executed and
delivered shall constitute an additional contractual obligation on the part of
ARTRA whether or not this Warrant so lost, stolen, destroyed or mutilated shall
be at any time enforceable by anyone.
4. Rights of the Holder. This Warrant shall not entitle the holder
hereof to any voting rights or other rights as a stockholder of ARTRA. No
provision of this Warrant, in the absence of affirmative action by the Holder to
purchase shares of Common Stock, and no mere enumeration herein of the rights or
privileges of the Holder, shall give rise to any liability of the Holder for the
warrant purchase price or as a stockholder of ARTRA, whether such liability is
asserted by ARTRA or by creditors of ARTRA. The rights of the Holder are limited
to those expressed in this Warrant and are not enforceable against ARTRA except
to the extent set forth herein.
5. Stock Dividends; Reclassification, Reorganization, Anti-Dilution
Provisions. This Warrant is subject to the following further provisions:
(a) In case, prior to the expiration of this Warrant by exercise or by
its terms, ARTRA shall issue any shares of Common Stock as a stock dividend or
subdivide the number of outstanding shares of Common Stock into a greater number
of shares, then in either of such cases, the Exercise Price per share of the
Warrant Shares purchasable pursuant to this Warrant in effect at the time of
such action shall be proportionately reduced, and the number of Warrant Shares
at that time purchasable pursuant to this Warrant shall be proportionately
increased; and conversely, in the event ARTRA shall contract the number of
outstanding shares of Common Stock by combining such shares into a smaller
number of shares, then, in such case, the Exercise Price per share of the
Warrant Shares purchasable pursuant to this Warrant in effect at the time of
such action shall be proportionately increased, and the number of Warrant Shares
at the time purchasable pursuant to this Warrant shall be proportionally
decreased. Any dividend paid or distributed upon the Common Stock in stock of
any other class or securities convertible into shares of Common Stock
3
shall be treated as a dividend paid in Common Stock to the extent that shares of
Common Stock are issuable upon the conversion thereof.
(b) In case, prior to the expiration of this Warrant by exercise or by
its terms, ARTRA shall be recapitalized by reclassifying its Common Stock into
stock with par value, or the Company or a successor corporation shall
consolidate or merge with or convey all or substantially all of its or of any
successor corporation's property and assets to any other corporation or
corporations (any such corporation being included within the meaning of the term
"successor corporation" in the event of any consolidation or merger of any such
corporation with, or the sale of all or substantially all of the property of any
such corporation to another corporation or corporations), in exchange for stock
or securities of a successor corporation, the Holder of this Warrant shall
thereafter have the right to purchase, upon the terms and conditions and during
the time specified in this Warrant, in lieu of the Warrant Shares theretofore
purchasable upon the exercise of this Warrant, the kind and number of shares of
stock and other securities receivable upon such recapitalization or
consolidation, merger or conveyance by a holder of the number of shares of
Common Stock which the Holder of this Warrant might have purchased immediately
prior to such recapitalization or consolidation, merger or conveyance.
(c) Upon the occurrence of each event requiring an adjustment of the
Exercise Price and of the number of Warrant Shares purchasable pursuant to this
Warrant in accordance with and as required by, the terms of subdivision (a) of
this Section 5, ARTRA shall compute the adjusted Exercise Price and the adjusted
number of Warrant Shares purchasable at such adjusted Exercise Price by reason
of such event in accordance with the provisions of subdivision (a) and shall
prepare an officer's certificate setting forth such adjusted Exercise Price and
the adjusted number of Warrant Shares and showing in detail the facts upon which
such conclusions are based. ARTRA shall forthwith mail a copy of such
certificate to each Holder of this Warrant at the Holder's address shown in the
Company's Warrant Registry, and thereafter such certificate shall be conclusive
and binding upon such Holder unless contested by such Holder by written notice
to ARTRA ten (10) days after receipt of the certificate.
(d) In case:
(i) ARTRA shall take a record of the holders of its Common
Stock for the purpose of entitling them to receive a dividend or any other
distribution in respect of the Common Stock (including cash) pursuant to,
without limitation, any spin-off, split-off or distribution of ARTRA's assets;
or
(ii) ARTRA shall take a record of the holders of its Common
Stock for the purpose of entitling them to subscribe for or purchase any shares
of stock of any class or to receive any other rights; or
4
(iii) of a classification, reclassification or other
reorganization of the capital stock of ARTRA, consolidation or merger of ARTRA
with or into another corporation or conveyance of all or substantially all of
the assets of ARTRA; or
(iv)of the voluntary or involuntary dissolution, liquidation
or winding up of ARTRA, then, and in any such case, ARTRA shall mail to the
Holder of this Warrant at the Holder's address shown in ARTRA's Warrant Registry
a notice stating the date or expected date (the "Record Date") on which a record
is to be taken for the purpose of such dividend, distribution or rights, on
which such classification, reclassification, reorganization, consolidation,
merger, conveyance, dissolution, liquidation or winding up is to take place, as
the case may be. Such notice shall then specify the date or expected date, if
any is to be fixed, as of which holders of Common Stock of record shall be
entitled to participate in said dividend, distribution or rights, or shall be
entitled to exchange shares of Common Stock for securities or other property
deliverable upon such liquidation or winding up, as the case may be. Such notice
shall be provided at least fifteen (15) days prior to the Record Date.
(e) In case ARTRA at any time while this Warrant shall remain
unexpired and unexercised shall dissolve, liquidate or wind up its affairs, the
Holder of this Warrant may receive, upon exercise hereof prior to the Record
Date, in lieu of each share of Common Stock of ARTRA which it would have been
entitled to receive, the same number of any securities or assets as may be
issuable, distributable or payable upon any such dissolution, liquidation or
winding up with respect to each share of Common Stock of ARTRA.
6. Restriction on Transferability. (a) This Warrant and the shares of
ARTRA issuable upon the exercise of this Warrant have not been registered under
the Securities Act of 1933, as amended (the "Act"). By acceptance hereof, the
Holder covenants, agrees and represents that:
(i) This Warrant has been acquired for, and such shares, if
acquired upon the exercise of this Warrant, shall be acquired for, investment
and may not be sold, offered for sale, pledged, hypothecated or otherwise
transferred, in the absence of an effective registration statement for such
securities under the Act or an opinion of counsel reasonably satisfactory to
ARTRA to the effect that registration is not required under the Act, and the
Holder has the capacity to protect his interests in connection with the purchase
of this Warrant.
(ii) The Holder has had the opportunity to ask questions and
receive answers from ARTRA about XXXXX's
5
business and the purchase by him of these securities, and he has been given the
opportunity to make any inquiries that he may desire of any personnel of ARTRA
concerning the proposed operation of ARTRA and has been furnished with all of
the information he has requested. No advertisement has been used in connection
with the offer or sale of this Warrant to the Holder.
(iii) The Holder will not offer, sell, transfer, mortgage, assign or
otherwise dispose of this Warrant or the shares of Common Stock issuable upon
the exercise of this Warrant except pursuant to a registration statement under
the Act and qualification under applicable state securities laws or pursuant to
an opinion of counsel reasonably satisfactory to ARTRA that such registration
and qualification are not required, and that the transaction (if it involves a
sale in the over-the-counter market or on a securities exchange) does not
violate any provision of the Act. The Holder understands that a stop-transfer
order will be placed on the books of ARTRA respecting this Warrant and any
certificates representing the shares of Common Stock issuable upon the exercise
of this Warrant and that this Warrant and any such certificates shall bear a
restrictive legend and a stop transfer order shall be placed with the transfer
agent prohibiting any such transfer until such time as the securities
represented by such certificates shall have been registered under the Act or
shall have been transferred in accordance with an opinion of counsel reasonably
satisfactory to ARTRA that such registration is not required; and
(iv) The Holder understands that he must hold the shares issuable upon
the exercise of this Warrant indefinitely unless they are registered under the
Act or an exemption from registration becomes available. Although ARTRA files
reports pursuant to the Securities Act of 1934 and accordingly makes available
to the public the information required by Rule 144, nothing contained in this
Warrant shall require ARTRA to continue to make available to the public such
information.
Each certificate for the shares issued upon the exercise of the
Warrant shall bear a legend in substantially the following form:
"The shares represented by this Certificate have
not been registered under the Securities Act of 1933, as
amended (the "Act") and may not be sold, offered for sale,
pledged, hypothecated or otherwise transferred except pursuant
to a registration statement under the Act or an exemption from
registration under the Act or the rules and regulations
thereunder."
7. Registration of Warrant Shares for Distribution. ARTRA hereby
covenants and agrees with the Holder that if, at any time before the time this
Warrant expires, XXXXX proposes to file with the Securities
6
and Exchange Commission ("SEC") on its own behalf and/or on behalf of any of the
holders of its Common Stock, a Registration Statement under the Act, on any form
permitting the resale of Warrant Shares under a "shelf registration" or on any
other form for the general registration of the Common Stock of ARTRA for cash,
then ARTRA shall give notice to the Holder, at least 20 days before the filing,
with the SEC, of such proposed Registration Statement. The notice shall offer to
include in such filing, to the extent then permissible under the Act, all of the
Warrant Shares on behalf of Holders of such shares. The Holder shall then have a
period of up to 10 days after the date of the mailing of such notice by ARTRA
within which to advise ARTRA of his election to include all or any part of his
Warrant Shares in such Registration Statement, setting forth the number of
Warrant Shares for which registration is being requested. ARTRA shall thereupon
include in such filing, subject to the limitation hereinafter referred to, such
Warrant Shares proposed to be offered for sale and shall use its best efforts to
effect registration under the Act of such Warrant Shares. The Holder may elect
to include Warrant Shares in such Registration Statement which have not yet been
acquired by exercise of the Warrants, provided, however, that in such event, the
Holder shall exercise the Warrants with respect to such shares, and shall pay
the Exercise Price of such Warrant Shares in the manner provided in Section 1
hereof, prior to any sale of such shares.
The right of the Holder to include such Warrant Shares in a Registration
Statement provided for herein shall be subject to the following conditions:
(a) ARTRA, in its sole discretion, shall select the underwriter or
underwriters, if any, who are to undertake the sale and distribution of the
Warrant Shares to be included in a Registration Statement filed under the
provisions of this Section 7; and
(b) ARTRA shall have the right to require, in any offering to be made
solely, or in part, for its own account, that the Holder delay any offering of
Warrant Shares to be included on behalf of the Holder for a period of ninety
(90) days after the first effective date of such Registration Statement, upon
ARTRA first having delivered to the Holder the written opinion of its
underwriter to the effect that the inclusion of such securities in the
Registration Statement may have an adverse effect on the marketing of such
offering; provided, however, that in the event of such delay, ARTRA shall
maintain the effectiveness of the Registration Statement, for which purpose
ARTRA shall prepare and file such amendments and supplements to the Registration
Statement and Prospectus used in connection therewith as may be necessary to
keep the Registration Statement effective for a period of ninety (90) days after
the effective date of the post-effective amendment pursuant to which the Holder
is entitled to sell the Warrant Shares.
The Holder agrees to cooperate with XXXXX in the preparation and filing
of any Registration Statement hereunder and shall promptly provide to ARTRA such
information as it may reasonably request to enable it to comply with any
applicable law or regulation to facilitate the preparation of the
7
Registration Statement. ARTRA shall bear the legal, accounting and printing
expenses in connection with the preparation and filing of any Registration
Statement provided herein, together with all other expenses incidental thereto,
except (i) the expense of the underwriter or underwriters selected by the Holder
(if other than the underwriters selected by XXXXX), (ii) the legal fees and
expenses of the Holder's counsel, (iii) brokerage commissions and transfer
taxes, if any, in connection with the sale or distribution of the Shares by the
Holder; and (iv) the expense of registering, or obtaining (or determining the
availability of) an exemption from the registration of shares of ARTRA's Common
Stock for sale in any state or other jurisdiction other than New York,
California, Illinois or such other jurisdiction in which ARTRA registers Shares
or obtains an exemption from registration at the request of another holder or
other holders of warrants, provided that, if the Holder and another holder or
other holders of warrants each request that ARTRA register Shares or obtain an
exemption in such other jurisdiction, the expense thereof may be allocated on an
equitable basis between or among the Holder and such other holder or holders who
make such request.
ARTRA shall furnish to the Holder, without charge, a copy of the
Registration Statement and of each amendment and supplement thereto, including
all financial statements and exhibits, and such number of conformed copies of
the Registration Statement and of each amendment thereto, including all
financial statements, but excluding exhibits, as the Holder may reasonably
request.
ARTRA shall furnish to the Holder, as soon as possible after the
effective date of such Registration Statement or post-effective Amendment
thereto and thereafter, from time to time, during the period or ninety (90)
days, as many copies of the prospectus (and of any amended or supplemental
prospectus) as the Holder may reasonably request. If, during such period, any
event occurs as a result of which the prospectus, as then amended or
supplemented, would include an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements made, in light
of the circumstances under which they were made, not misleading, or it shall be
necessary to amend or supplement the prospectus to comply with the law or with
the rules and regulations promulgated by the SEC, ARTRA shall forthwith notify
the Holder thereof and at the request of Xxxxxx, prepare and furnish to the
Holder, in such quantity as the Holder may reasonably request, an amendment or
supplement which shall correct such statement or omission or cause the
prospectus to comply with the law and with said rules and regulations.
ARTRA shall use its best efforts to cause such Registration Statement
to become effective and shall promptly advise the Holder (i) when such
Registration Statement, or any post-effective amendment thereto, shall have
become effective, and when any amendment of, or supplement to, the prospectus is
filed with the SEC, (ii) when the SEC shall make a request or suggestion for any
amendment to such Registration Statement or the prospectus or for additional
information and by the nature and substance thereof, and (iii) of the issuance
by the SEC of a stop order suspending the effectiveness of such Registration
Statement or the suspension of the order
8
suspending the effectiveness of such Registration Statement or the suspension of
the qualification of XXXXX's shares for sale in any jurisdiction, or of the
initiation or threatening of any proceedings for that purpose, and shall use its
best efforts to prevent the issuance of any such stop orders, or, if such order
shall be issued, to obtain the withdrawal thereof.
ARTRA, when and as requested by the Holder, shall take all action
necessary to permit the offering of the Warrant Shares as contemplated hereby
under the securities laws of such states as the Holder shall designate at the
sole expense of the Holder (except that ARTRA shall pay all costs for Illinois,
New York and California); provided, however, that ARTRA shall not be required to
qualify as a foreign corporation or to file a consent to service of process in
any state in which it is not then so qualified or in which it has not then filed
such consent notwithstanding the Holder's agreement to pay the costs thereof.
Except as set forth below, ARTRA, on the one hand, and the Holder, on
the other hand, shall each indemnify and hold harmless the other and any
officer, director, employee, agent or attorney thereof from and against any
losses, claims, actions, damages or liabilities to which the other may become
subject, under the Act or any State Act (as hereinafter defined) or otherwise,
insofar as such losses, claims, damages or liabilities arise out of, or are
based upon, any untrue statement or alleged untrue statement of any material
fact contained in the Registration Statement, or any Prospectus, whether final
or preliminary, forming a part thereof, or any amendment or supplement thereto,
or any blue sky application or other document filed in any state or other
jurisdiction in order to qualify any shares for offer or sale under the laws of
any such state or other jurisdiction ("State Act") (all of the foregoing
referred to herein as "Registration Material"), or the omission or alleged
omission of any material fact required to be stated therein or necessary to make
the statements therein not misleading, or in breach, or non-compliance with, any
duty of disclosure imposed upon such party under the Act or any State Act in
connection with such Registration Material; provided, however, that the Holder's
obligation to indemnify ARTRA and any officer, director, employee, agent or
attorney thereof shall be limited to any losses, claims, actions, damages or
liabilities which are based on written information supplied to ARTRA by the
Holder (or the failure of the Holder to supply material information requested by
ARTRA) specifically for inclusion in the Registration Material, and XXXXX's
obligation to indemnify the Holder shall be discharged to the extent of the
foregoing.
The Holder further agrees to indemnify and hold harmless ARTRA and any
officer, director, employee, agent or attorney thereof from and against any
losses, claims, damages, fines, penalties, costs, expenses or liabilities
arising out of or based on the offer or sale or alleged offer or sale by the
Holder of any shares in, or to any person residing in any state in which the
shares have not been qualified for offer or sale, or otherwise in violation of
the Act or any State Act or of the terms and conditions of this Warrant.
9
Promptly after receipt by an indemnified party of notice of the
commencement of any action, such indemnified party will, if a claim in respect
thereof may be made against any indemnifying party pursuant to this Agreement,
notify each indemnifying party in writing of the commencement thereof; and the
omission so to notify each indemnifying party will relieve such party from any
liability pursuant to this Agreement as to the particular item for which
indemnification is then being sought. In case any such action is brought against
any indemnified party, and it notifies an indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein, and, to
the extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel who shall be reasonably
satisfactory to the indemnified party, and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be liable to such indemnified party
for any legal or other expenses subsequently incurred by such indemnified party
in connection with the defense thereof other than reasonable costs of
investigation. An indemnifying party shall not be liable to any indemnified
party on account of any settlement of any claim or action effected without the
consent of an indemnifying party.
The Holder shall execute and deliver to the underwriter or
underwriters an indemnification agreement in such form as may reasonably be
requested and refusal of a Holder to comply with this obligation shall nullify
ARTRA's obligation to register the Warrant shares.
The inclusion of the Warrant Shares in any Registration Statement shall
not be required if counsel of ARTRA shall render an opinion, in writing, that
all of the Holder's Warrant Shares, proposed to be included in such Registration
Statement, may be publicly distributed by the Holder without registration under
the Act in which case the restrictive legend and stop transfer shall be removed.
8. Registration on the Books of ARTRA. ARTRA shall keep, or cause to be
kept, at its office at 000 Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx, a register in
which ARTRA shall register this Warrant. No transfer of this Warrant shall be
valid unless made at such office and noted on the Warrant register upon
satisfaction of all conditions for transfer. When presented for transfer or
payment, this Warrant shall be accompanied by a written instrument or
instruments of transfer or surrender, in form satisfactory to ARTRA, duly
executed by the registered Holder or by his duly authorized attorney. ARTRA may
deem and treat the registered Holder hereof as the absolute owner of this
Warrant for all purposes, and ARTRA shall not be affected by any notice to the
contrary.
9. Put of Warrant. The Holder shall have the option to require ARTRA to
purchase his unexercised purchase rights under this Warrant, for a total
purchase price equal to $2.00 per share (the "Put Option"). The Holder shall
exercise the Put Option by giving ARTRA thirty (30) days written notice (which
notice shall be in the form attached hereto and made a part hereof) at any time
and from time to time from the earlier of: (i) the date of full payment of that
certain 12% Secured Promissory Note of even date herewith and payable to Holder,
or (ii) the date of December 10, 1997 (the "Option Exercise Date"). The Put
Option shall terminate six months after the Option Exercise Date. The
10
total purchase price for the Put Option shall be paid in full no later that the
last day of the 30 day written notice period.
Governing Law. This Warrant has been executed and delivered in the
State of Illinois and shall be construed in accordance with the internal laws of
the State of Illinois, and not its conflict of laws provisions.
IN WITNESS WHEREOF, XXXXX has caused this Warrant to be executed
by its duly authorized officer.
ARTRA GROUP Incorporated
By:________________________
Title:_____________________
Agreed to and accepted.
HOLDER:
____________________________________
Xxxxxx X. Xxxxxx Date:
11
ASSIGNMENT FORM
FOR VALUE RECEIVED _________________________________________ hereby
sells, assigns and transfers unto
Name_____________________________________________________________
(Please typewrite or print in block letters)
Address__________________________________________________________ the right to
purchase Common Stock, represented by this Warrant, to the extent of
______________ shares as to which such right is exercisable and does hereby
irrevocably constitute and appoint _____________________________ attorney, to
transfer the same on the books of ARTRA with full power of substitution in the
premises.
Signature__________________________
Date:__________________, ____
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY
ONLY BE SOLD OR TRANSFERRED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT OR, AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
SUCH ACT, PROVIDED THAT IN THE EVENT THAT ANY RESALE OF THIS SECURITY IS MADE
PURSUANT TO SUCH AN EXEMPTION AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY
AND ITS LEGAL COUNSEL, WILL BE PROVIDED TO THE EFFECT THAT SUCH TRANSFER IS MADE
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT OF 1933.
12
PURCHASE FORM
Dated_________________, ____
The undersigned hereby irrevocably elects to exercise the within Warrant
to the extent of purchasing __________ shares of Common Stock and hereby makes
payment of $__________ in payment of the exercise price thereof.
-----------------------
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name_____________________________________________________________
(Please typewrite or print in block letters)
Address__________________________________________________________
Social Security or other Taxpayer Identification Number__________
Signature_______________________________
13
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY
ONLY BE SOLD OR TRANSFERRED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT OR, AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
SUCH ACT, PROVIDED THAT IN THE EVENT THAT ANY RESALE OF THIS SECURITY IS MADE
PURSUANT TO SUCH AN EXEMPTION AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY
AND ITS LEGAL COUNSEL, WILL BE PROVIDED TO THE EFFECT THAT SUCH TRANSFER IS MADE
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT OF 1933.
NOTICE OF PUT OPTION
Dated: December ___, 1997
TO: ARTRA GROUP Incorporated
000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
RE: Put Option
Please be advised that in accordance with Paragraph 8 of the ARTRA GROUP
Incorporated Warrant to Purchase Common Stock, dated as of June ___, 1997,
Grantee hereby exercises its rights under the Put Option.
Very truly yours,
------------------------------
------------------------------
14
