Exhibit 4(b)
THESE WARRANTS AND THE SHARES OF COMMON STOCK UNDERLYING THESE WARRANTS HAVE NOT
BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (the
"Act") AND IT WILL NOT BE SO REGISTERED UNTIL THE FORTY-FIRST (41ST) DAY AFTER
THE SALE OF THE WARRANTS, PURSUANT TO ALL WARRANT AGREEMENTS. NONE OF SUCH
WARRANTS MAY BE OFFERED, SOLD OR TRANSFERRED (INCLUDING ANY INTERESTS THEREIN)
IN THE UNITED STATES OR TO A "U.S. PERSON" (as defined in Registration S
promulgated under the Act) OR FOR THE ACCOUNT AND BENEFIT OF U.S. PERSON, EXCEPT
AS PROVIDED IN SAID REGULATION S. ANY RESALE THEREAFTER MUST BE PURSUANT TO
REGISTRATION UNDER THE ACT OR AN AVAILABLE EXEMPTION. FURTHER, THE WARRANTS MAY,
ABSENT REGISTRATION, ONLY BE EXERCISED BY NON U.S. PERSONS AND OUTSIDE OF THE
UNITED STATES OR UPON THE RECEPT OF AN OPINION OF COUNSEL ACCEPTABLE TO THE
COMPANY THAT REGISTRATION IS NOT REQUIRED.
PREPAID, MANDATORILY EXERCISABLE STOCK PURCHASE WARRANT
-------------------------------------------------------
PREPAID, MANDATORILY EXERCISABLE WARRANT TO PURCHASE
$250,000 OF THE SHARES OF COMMON STOCK
OF CROWN LABORATORIES, INC.,
AS DESCRIBED HEREIN
Issue Date: September 29, 1997
Expiration Date: September 29, 1999
This certifies that, for value received, AUSTOST ANTALT XXXXXX, or its
permitted successors and assigns ("Holder") is entitled to exercise this Warrant
to obtain from Crown Laboratories, Inc., a Delaware corporation (the "Company")
$250,000 of the Company's fully paid and nonassessable shares (the "Warrant
Shares") of the Common Stock, $0.001 par value per share, of the Company (the
"Common Stock") on the terms set forth herein at a per share exercise price as
described herein (the "Exercise Price") in Paragraph 1.2.
1. Exercise.
--------
1.1 Time for Exercise. This Warrant may be exercised in whole, or in part
-----------------
in amounts over $10,000 of the principal amount of this Warrant, at
any time, and from time to time, during the period commencing on the
7th day of November, 1997 and expiring on September 28, 1999 (the
"Exercise Period"); provided, however, that if any part of this
Warrant shall remain unexercised as of the conclusion of the Exercise
Period, the Company shall cause the mandatory exercise of this Warrant
at an Exercise Price as determined below in Paragraph 1.2, and shall
cause the delivery of the appropriate number of Warrant Shares to the
Holder.
1.2 Exercise Price. The Exercise Price for each share of Common Stock
--------------
shall be equal to the lower of (x) 80% of the average closing price of
the Common Stock for the one (1) business day immediately preceding
the issue date of the Warrant or (y) 80% of the average closing price
of the Common Stock for the one (1) business day immediately
preceding the date of receipt by the Company of the notice of
exercise, as reported on the principal stock exchange on which the
stock is traded, or if not so traded, on the Nasdaq Market System or
Electronic Bulletin Board, as the case may be, on which the Company's
Common Stock is then listed or quoted (the "Exercise Price"). The
closing price shall be the closing sale price, if available, or if not
available, the average between the closing bid and asked prices. The
Company represents and warrants that the Exercise Price has been fully
paid by the Holder.
1.3 Manner of Exercise. This Warrant shall be exercised by delivering it
------------------
to the Company with the exercise form duly completed and signed,
specifying the number of Warrant Shares to which the Warrant is being
exercised at that time; which shall be the product of (i) the
principal amount of the Warrant being exercised divided by (ii) the
-------
Exercise Price.
THIS WARRANT MAY ONLY BE EXERCISED (i) BY A PERSON WHO IS NOT A
U.S. PERSON (AS DEFINED IN REGULATION S PROMULGATED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED), (ii) IF NOT EXERCISED ON BEHALF
OF A U.S. PERSON, (iii) IF NO U.S. PERSON HAS ANY INTEREST IN THE
WARRANTS BEING EXERCISED OR THE UNDERLYING SECURITIES TO BE ISSUED
UPON EXERCISE AND (IV) OUTSIDE THE UNITED STATES AND THE WARRANT
SHARES UNDERLYING THE WARRANTS ARE TO BE DELIVERED OUTSIDE THE UNITED
STATES. IF THE ABOVE CANNOT BE COMPLIED WITH, THEN THE WARRANT CAN BE
EXERCISED ONLY IF A WRITTEN OPINION OF COUNSEL, THE FORM AND SUBSTANCE
OF WHICH IS ACCEPTABLE TO THE COMPANY, IS DELIVERED TO THE COMPANY
PRIOR TO EXERCISE OF THE WARRANTS BEING EXERCISED THAT REGISTRATION IS
NOT REQUIRED, OR THE UNDERLYING SECURITIES DELIVERED UPON EXERCISE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
1.4 Effect of Exercise. Within three (3) business days after the receipt
------------------
by the Company by a notice of exercise, the Company shall deliver to
the Holder (i) duly executed certificates in the name or names
specified in the exercise notice representing the aggregate number of
shares issuable upon such exercise; and (ii) if this Warrant is
exercised only in part, a new Warrant of like tenor representing the
balance of the principal amount of the Warrant. Such certificates
shall be (i) issued without any restrictive legend; and (ii) deemed to
have been issued, and the person receiving them shall be deemed to be
a holder of record of such shares, as of the close of business on the
date the actions required in Section 1.3 shall have
-2-
been completed or, if on that date the stock transfer books of the
Company are closed, as of the next business day on which the stock
transfer books of the Company are open. In the event the Company fails
to honor an exercise notice and issue Warrant Shares pursuant thereto
within seven (7) business days after its receipt of a notice of
exercise, the Company shall pay to Holder, as liquidated damages, an
amount equal to one-half of one percent (0.50% ) of the unexercised
principal amount of the Warrant requested to be exercised for each day
that the Warrant Shares remain unissued from such request starting on
the eighth (8th) business day after its receipt of the notice of
exercise.
2. Transfer of Warrant and Stock.
-----------------------------
2.1 Transfer Restrictions. The Company shall not place a restrictive
---------------------
legend on either this Warrant (except under Regulation S promulgated
under the Securities Act of 1933) or the securities issuable upon its
exercise.
2.2 Loss, Destruction of Warrant Certificates. Upon receipt of (i)
-----------------------------------------
evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of any Warrant and (ii) except in the case
of a mutilation, an indemnity or security reasonably satisfactory to
the Company, the Company will promptly execute and deliver a
replacement Warrant of like tenor representing the right to purchase
the same number of Warrant Shares.
2.3 Cost of Issuances. The Company shall pay all expenses, transfer taxes
-----------------
and other charges payable in connection with the preparation, issuance
and delivery of stock certificates or replacement Warrants, except for
any transfer tax or other charge imposed as a result of (a) any
issuance of certificates in any name other than the name of the
Holder, or (b) any transfer of the Warrant. The Company shall not be
required to issue or deliver any stock certificate or Warrant until it
receives reasonably satisfactory evidence that any such tax or other
charge has been paid by the Holder.
3. Representations; Access to Information; Independent Information; Independent
----------------------------------------------------------------------------
Investigation.
-------------
3.1 Offshore Transaction. The Holder represents and warrants to the
--------------------
Company that (i) the Holder is not a "U.S. person" as that term is
defined in Rule 902(o) of Regulation S; (ii) the Warrants were not
offered to the Holder in the United States and at the same time of
execution of this Warrant and of any offer to buy the Warrants, the
Holder was physically outside the United States; (iii) the Holder is
purchasing the Warrants for its own account and not on behalf of or
for the benefit of any U.S. person and the sale of the Warrants has
not been prearranged with or on behalf of any buyer in the United
States; (iv) the Holder and to the best knowledge of the Holder each
distributor, if any, participating in the offering of the Warrants,
has agreed and the Holder hereby agrees that all offers and sales of
the Warrants prior to the expiration of a period commencing on the
closing of all Units offered by this and substantially similar
Warrants and ending forty days
-3-
thereafter (the "Restricted Period") shall not be made to U.S. persons
or for the account or benefit of U.S. persons and shall otherwise be
made in compliance with the provisions of Regulation S. The Holder is
not a dealer with respect to this transaction.
3.2 Independent Investigation. The Holder, in offering to subscribe for
-------------------------
the Warrants hereunder, has relied upon an independent investigation
made by it and its representatives, if any, and has, prior to the date
hereof, been given access to and the opportunity to examine all books
and records of the Company, and all material contracts and documents
of the Company. The Holder has been given no oral or written
representations or assurances from the Company or any representation
of the Company other than as set forth in this Agreement, public
filings of the Company or in a document executed by a duly authorized
representative of the Company making reference to this Agreement. The
Holder has such experience in business and financial matters that it
is capable of evaluating the risk of its investment and determining
the suitability of its investment. The undersigned Holder is a
sophisticated investor, as defined in Rule 506 (b)(2)(ii) of
Regulations D, and an accredited investor as defined in Rule 501 of
Regulation D under the Securities Act of 1933 (the "Act").
3.3 No Government Recommendation or Approval. The Holder understands that
----------------------------------------
no United States federal or state agency or similar agency of any
other country has passed upon or made any recommendation or
endorsement of the Company, this transaction or the subscription of
the Warrants.
3.4 No Directed Selling Efforts in Regard to this Transaction. To the
---------------------------------------------------------
best of the knowledge of the Holder and Company neither the Company
nor any distributor, if any, participating in the offering of the
Warrants nor any person acting for the Company or any such distributor
has conducted any "directed selling efforts" as that terms is defined
in Rule 902 of Regulation S.
3.5 Reliance on Representation. This Agreement is made by the Company
--------------------------
with the Holder in reliance upon the Holder's representations and
covenants made in this Section 3, which by his execution of this
Warrant, the Holder hereby confirms.
3.6 No Registration. The Holder understands that the Warrants (and the
---------------
Warrant Shares issuable upon exercise of the Warrants) have not been
registered under the Act and are being offered and sold pursuant to a
"safe harbor" from registration contained in Regulation S promulgated
under the Act based in part upon the representations of the Holder
contained herein. The Holder has reviewed the terms of the Warrants
and is aware of the restrictions on exercise of the Warrant by U.S.
Persons.
3.7 No Public Solicitation. The Holder knows of no public solicitation or
----------------------
advertisement of an offer in connection with the proposed issuance and
sale of the Warrants.
-4-
3.8 Investment Intent. The Holder is acquiring the Warrants to be issued
-----------------
and sold hereunder (and the Warrant Shares issuable upon exercisable
of the Warrants) for its own account (or a trust account if the Holder
is a trustee) for investment and not as a nominee and not with a view
to the distribution thereof. The Holder understands that it must bear
the economic risk of this investment indefinitely unless sale of such
Warrants or such Warrant Shares is registered pursuant to the Act, or
an exemption from such registration is available, and that the Company
has no present intention of registering any such sale of the Warrants
or such Warrant Shares. The Holder represents and warrants to the
Company that it has no present plan or intention to sell the Warrants
or the Warrant Shares in the United States pursuant to any
predetermined arrangements. The Holder covenants that neither the
Holder nor its affiliates nor any person acting on its or their behalf
has the intention of entering or will enter during the Restricted
Period, into any put option, short position, hedging transactions,
equity swaps or other similar instrument or position with respect to
the Common Stock of the Company and neither the Holder nor any of its
affiliates or any person acting on its or their behalf will use at any
time Common Stock acquired pursuant to this Warrant to settle any put
option, short position, hedging transactions, equity swaps or other
similar instrument or position that may have been entered into prior
to the execution of this Warrant.
3.9 No Sale in Violation of the Act. The Holder further covenants that he
-------------------------------
or she will not make any sale, transfer or other disposition of the
Warrants or the Warrant Shares in violation of the Act, the Securities
Exchange Act of 1934, as amended (the "Exchange Act") or the rules and
regulations of the Securities Exchange Commission (the "Commission")
promulgated thereunder.
3.10 Authority. The Holder has the full power and authority to execute,
---------
deliver and perform this Agreement. This Warrant when executed and
delivered by the Holder will constitute a valid and legally binding
obligation of the Holder, enforceable in accordance with its terms.
3.11 No Reliance on Tax Advice. The Holder has reviewed with his, her or
-------------------------
its own tax advisors the foreign, federal, state and local tax
consequences of this investment, where applicable, and the
transactions contemplated by this Agreement. The Holder is relying
solely on such advisors and not on any statements or representations
of the Company or any of its agents and understands that the Holder
(and not the Company) shall be responsible for the Holder's own tax
liability that may arise as a result of this investment or the
transactions contemplated by this Warrant.
3.12 No Legal Advice From Company. The Holder acknowledges that he, she
----------------------------
or it has had the opportunity to review this Warrant and the
transactions contemplated by this Warrant with his or her own legal
counsel. The Holder is relying solely on such counsel and not on any
statements or representations of the Company or any
-5-
of its agents for legal advice with respect to this investment or the
transactions contemplated by this Warrant.
3.13 Professionals. The Holder will send to any broker/dealer or other
-------------
person receiving a commission on the sale of the Warrants or Warrant
Shares, a confirmation or other notice stating that such person is
subject to the same restrictions on transfer to U.S. Persons or for
the account of or benefit of U.S. Persons during the Restrictive
Period as provided herein.
4. Covenants. The Company agrees that:
---------
4.1 Reservation of Stock. During the period in which this Warrant may be
--------------------
exercised, the Company will reserve sufficient authorized but unissued
securities to enable it to satisfy its obligations on exercise of this Warrant.
If at any time the Company's authorized securities shall not be sufficient to
allow the exercise of this Warrant, the Company shall take such corporate action
as may be necessary to increase its authorized but unissued securities to be
sufficient for such purpose.
4.2 No Liens, etc. All securities that may be issued upon exercise of
-------------
this Warrant will, upon issuance, be validly issued, fully paid, nonassessable
and free from all taxes, liens and charges with respect to the issue thereof,
and shall be listed on any exchange on which that class of securities is listed.
4.3 No Diminution of Value. The Company will not take any action to
----------------------
terminate this Warrant or to diminish it in value.
4.4 Furnish Information. The Company will promptly deliver to the Holder
-------------------
upon request copies of all financial statements, reports and proxy statements
which the Company shall have sent to its stockholders generally, and has
furnished its latest Forms 10-KSB and 10-QSB and Proxy Statement to the Holder.
4.5 Stock and Warrant Transfer Books. Except upon dissolution,
--------------------------------
liquidation or winding up or for ordinary holidays and weekends, the Company
will not at any time close its stock or warrant transfer books so as to result
in preventing or delaying the exercise or transfer of this Warrant.
4.6 Current Public Information. The Company represents and warrants to
--------------------------
the Holder that the Company is a "reporting issuer" as defined in Rule 902(1) of
Regulation S and its Common Stock is registered under Section 12(b) of the
Exchange Act and it has filed all the material required to be filed as reports
pursuant to the Exchange Act for a period of at least twelve months preceding
the date hereof (or for such shorter period as the Company was required by law
to file such material). The Company undertakes to furnish the Holder with
copies of such other information as may be reasonably requested by the Holder.
-6-
4.7 No U.S. Offering. The Company represents that it has not offered the
----------------
Warrants to the Holder in the U.S. or, to the best knowledge of the Company, to
any person in the United States or any U.S. person or engaged in any "directed
selling" efforts in the United States as defined in Regulation S.
4.8 Not Shareholder. Unless the Holder exercises this Warrant in writing,
---------------
the Holder shall not be entitled to any rights (i) as a stockholder of the
Company with respect to the shares as to which the Warrant is exercisable
including, without limitation, the right to vote or receive dividends or other
distributions, or (ii) to receive any notice of any proceedings of the Company
except as otherwise provided in this Warrant.
4.9 Limitation of Liability. Unless the Holder exercises this Warrant in
-----------------------
writing, the Holder's rights and privileges hereunder shall not give rise to any
liability for the Exercise Price or as a stockholder of the Company, whether to
the Company or its creditors.
4.10 Survival. All representations contained in this Agreement shall
--------
survive the closing to the transaction contemplated by this Agreement.
4.11 Delivery. The Warrant being purchased hereunder shall be delivered
--------
to the holder as such time and place as shall be mutually agreed upon by the
parties.
5. General Provisions.
------------------
5.1 Complete Agreement; Modifications. This Warrant and any documents
---------------------------------
referred to herein or executed contemporaneously herewith constitute the
parties' entire agreement with respect to the subject matter hereof and
supersede all agreements, representations, warranties, statements, promises and
understandings, whether oral or written, with respect to the subject matter
hereof. This Warrant may not be amended, altered or modified except by a
writing signed by the parties hereto.
5.2 Additional Documents. Each party hereto agrees to execute any and all
--------------------
further documents and writings and to perform such other actions which may be or
become necessary or expedient to effectuate and carry out this Warrant.
5.3 Notices. Except as otherwise provided herein, all notices under this
-------
Warrant shall be in writing and shall be delivered by personal service or
telecopy or certified mail (if such service is not available, then by first
class mail), postage prepaid, to the Company's principal business address, and
the Holder's last address as set forth in the Warrant transfer records of the
Company. Any notice sent by certified mail shall be deemed to have been given
three (3) days after the date on which it is mailed. All other notices shall be
deemed given when received. No objection may be made to the manner of delivery
of any notice actually received in writing by an authorized agent of a party.
-7-
5.4 No Third-Party Benefits; Successors and Assigns. None of the
-----------------------------------------------
provisions of this Warrant shall be for the benefit of, or enforceable by, any
third-party beneficiary. Except as provided herein to the contrary, this
Warrant shall be binding upon and inure to the benefit of the parties, their
respective successors and permitted assigns.
5.5. Governing Law. This Agreement will be governed by New York
-------------
substantive law, regardless of the choice of law provisions of any jurisdiction.
5.6 Waivers Strictly Construed. With regard to any power, provided herein
--------------------------
or otherwise available to any party hereunder (i) no waiver or extension of time
shall be effective unless expressly contained in a writing signed by the waiving
party; and (ii) no alteration, modification or impairment shall be implied by
reason of any previous waiver; extension of time, delay or omission in exercise,
or other indulgence.
5.7 Severability. The validity, legality or enforceability of the
------------
remainder of this Warrant shall not be affected even if one or more of its
provisions shall be held to be invalid, illegal or unenforceable in any respect.
5.8 Attorneys' Fees. Should any litigation or arbitration be commenced
---------------
(including any proceedings in a bankruptcy court) between the parties hereto or
their representatives concerning any provision of this Warrant or the rights and
duties of any person or entity hereunder, the party or parties prevailing in
such proceeding shall be entitled, in addition to such other relief as may be
granted, to the attorneys' fees and court costs incurred by reason of such
litigation.
5.9 Arbitration. The parties shall resolve any dispute arising hereunder
-----------
before a panel of three arbitrators selected pursuant to and run in accordance
with the rules of the American Arbitration Association. The arbitration shall
be held in New York, New York. The winning party shall be entitled to an award
of reasonable attorney's fees and costs. Disputes under this Agreement as well
as all of the terms and conditions of this Agreement shall be governed in
accordance with and by the laws of the State of New York.
6. Redemption.
----------
6.1 Right of Redemption. The Company may, on thirty (30) days prior
-------------------
written notice redeem all of the Warrants at a redemption price equal to 120% of
the remaining amount of prepayment not yet exercised for Warrant Shares if the
redemption notice provided for in Section 6.1 hereof is given on or before 60
days of the original date of this Warrant or if the redemption notice is given
after such 60 days, the redemption price shall be 125% of the remaining amount
of the prepayment not yet exercised for Warrant Shares.
6.2 Notice of Redemption. In case the Company shall exercise its right to
--------------------
redeem all of the Warrants, it shall give or cause to be given notice to the
registered Holders of the Warrants, by mailing to such registered Holders a
notice of redemption, first class, postage
-8-
prepaid, at their last address as shall appear on the records of the Company.
Any notice mailed in the manner provided herein shall be conclusively presumed
to have been duly given whether or not the registered holder receives such
notice.
6.3 Contents of Notice of Redemption. The notice of redemption shall
--------------------------------
specify (i) the redemption price, including the Common Stock to be issued, (ii)
the date fixed for redemption, which shall in no event be less than ten (10)
days after the date of mailing of such notice, (iii) the place where the
Warrants shall be delivered and the redemption price that shall be paid, and
(iv) that the right to exercise the Warrants shall terminate at 5:00 p.m. (Las
Vegas, Nevada time) on the business day immediately preceding the date fixed for
redemption. The date fixed for the redemption of the Warrants shall be the
"Redemption Date" for purposes of the Warrants. The redemption price shall be
paid on the redemption date. No failure to mail such notice nor any defect
therein or in the mailing thereof shall affect the validity of the proceedings
for such redemption except as to a Holder (A) to whom notice was not mailed or
(B) whose notice was defective. An affidavit of the Secretary or Assistant
Secretary of the Company that notice of redemption has been mailed shall, in the
absence of fraud, be prima facie evidence of the facts stated therein.
6.4 Termination of Exercise Right. Any right to exercise a Warrant shall
-----------------------------
terminate at 5:00 p.m. (Las Vegas, Nevada time) on the business day immediately
preceding the Redemption Date. The redemption price payable to the registered
holders shall be mailed to such persons at their address of record.
7. Right of First Refusal.
----------------------
If the Holder proposes to engage in a bonafide sale, directly or
indirectly, to an unaffiliated, bonafide third party, any or all of this
Warrant, then prior to taking any such action, the Holder shall deliver to the
Company a statement in writing (the "Statement") setting forth (i) the date of
the Statement (the "Statement Date"), (ii) the manner in which the sale is
proposed to occur; (iii) the consideration for the sale, (iv) the purchaser's
name, address and telephone number, (v) the purchaser's willingness to supply
any additional information about himself as may be reasonably requested by the
Company, and (vi) a copy of a legally binding offer to purchase. The Company
shall thereupon have the irrevocable and exclusive option, but not the legal
obligation (the "Option") to purchase all of the Warrants subject to the Option
upon the same terms and conditions set forth in the Statement. The Option shall
be exercisable by giving written notice by facsimile or e-mail or overnight
delivery service (the "Option Notice") to the Holder within two business days
following the date of the Statement, that the Company elects to exercise the
Option. Upon exercise of the Option, the Holder shall have the obligation to
consummate the sale on the terms set forth in the Statement and subject to the
terms and conditions set forth in the Statement. Failure by the Company to (i)
exercise the Option, (ii) to give the Option Notice or (iii) to tender the
exercise price against the tender of the Warrant duly endorsed for transfer and
free and clear of any liens, claims or encumbrances, shall be deemed an election
by it not to exercise the Option. The Holder shall tender the Warrants to the
Company,
-9-
duly endorsed and free and clear of any liens, claims or encumbrances within 10
days of receipt of the Option Notice against payment (as directed by the
Company) for the Common Stock, and give the Company two business days advance
written notice of the date of tender and the place of payment.
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
by its authorized officer.
Dated: By:
-----------------------------------
Xxxxx Xxxx, Chief Executive Officer
ATTEST:
-------------------------------
Xxxxxxxxxxx Xxxxxxxx, Secretary
-10-
AGREED TO:
The undersigned Holder agrees to the terms of and makes the representations and
warranties contained in the above Warrant.
AUSTOST ANTALT XXXXXX
By:
------------------------------
------------------------------
The Holder is a citizen and resident of:
------------------------------
Address:
------------------------------
------------------------------
------------------------------
Telephone No.:
------------------------------
Facsimile No.:
------------------------------
-11-
The undersigned Holder agrees to the terms of and makes the representations and
warranties contained in the above Warrant.
AUSTOST ANTALT XXXXXX
By:
------------------------------
------------------------------
The Holder is a citizen and resident of:
------------------------------
Address:
------------------------------
------------------------------
------------------------------
Telephone No.:
------------------------------
Facsimile No.:
------------------------------
-12-
NOTICE OF EXERCISE
(To be executed if Holder desires
to exercise the Warrant Certificate)
THIS WARRANT MAY ONLY BE EXERCISED (i) BY A PERSON WHO IS NOT A U.S. PERSON (AS
DEFINED IN REGULATION S PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED), (ii) IF NOT EXERCISED ON BEHALF OF A U.S. PERSON, (iii) IF NO U.S.
PERSON HAS ANY INTEREST IN THE WARRANTS BEING EXERCISED OR THE UNDERLYING
SECURITIES TO BE ISSUED UPON EXERCISE, AND (iv) OUTSIDE THE UNITED STATES AND
THE WARRANT SHARES UNDERLYING THE WARRANTS ARE TO BE DELIVERED OUTSIDE THE
UNITED STATES. IF THE ABOVE CANNOT BE COMPLIED WITH, THEN THE WARRANT CAN BE
EXERCISED ONLY IF A WRITTEN OPINION OF COUNSEL, THE FORM AND SUBSTANCE OF WHICH
IS ACCEPTABLE TO THE COMPANY, IS DELIVERED TO THE COMPANY PRIOR TO EXERCISE OF
THE WARRANTS BEING EXERCISED THAT REGISTRATION IS NOT REQUIRED, OR THE
UNDERLYING SECURITIES DELIVERED UPON EXERCISE HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933.
The undersigned hereby irrevocably elects to exercise $______ principal
amount of this Warrant at the applicable Exercise Price of $______ to acquire
____ shares of Common Stock (the aggregate exercise price of $______ having
already been paid to the Company) on the terms and conditions specified in this
Warrant Certificate, surrenders this Warrant Certificate and all right, title
and interest herein to the Company and directs that the Warrant Shares
deliverable upon the exercise of such Warrants be registered in the name and at
the address specified below and delivered thereto.
Name
-----------------------------
(Please Print or Type)
Address
-----------------------------
-----------------------------
City, State and Zip Code
-----------------------------
Taxpayer Identification or
Social Security Number (if a United States person)
-13-
The undersigned represents and warrants to Crown Laboratories, Inc. that the
----------------------------------------------------------------------------
conditions for exercise of the within Warrant set forth in the first sentence of
--------------------------------------------------------------------------------
the first paragraph above have been fully complied with and any non U.S. Person
-------------------------------------------------------------------------------
has any interest in the Warrant or the Warrant Shares.
------------------------------------------------------
Dated:
--------------------------- ------------------------------
Signature of Registered Holder
NOTICE
The signature to the foregoing Subscription form must correspond to the
names as written upon the face of this Warrant Certificate in every particular,
without alteration or enlargement or any change whatsoever.
-14-
ASSIGNMENT FORM
---------------
FOR VALUE RECEIVED,
-------------------------------------
hereby sells, assigns and transfers unto
Name
----------------------------------------------------------------------
(Please typewrite or print in block letters)
Address
-------------------------------------------------------------------
Social Security or Federal Tax I.D. Number
--------------------------------
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 the Company with full power of substitution in the
premises.
Date:
------------------------
Signature:
------------------------
-15-
