EXHIBIT 4.1
FORM OF
WARRANT AGREEMENT
BETWEEN
U. S. LABORATORIES INC.
AND
NORTH AMERICAN TRANSFER CO.
Dated as of ____________, 1999
This Agreement, dated as of ___________, 1999, is between U.S.
Laboratories Inc., a Delaware corporation (the "Company") and North American
Transfer Co., a ___________ corporation, (the "Warrant Agent"), who agree as
follows:
The Company, at or about the time that it is entering into this
Agreement, proposes to issue and sell to public investors up to 1,265,000
Units ("Units"). Each Unit consists of one share of Common Stock of the
Company ("Common Stock") and one Warrant (collectively, the "Warrants"), each
Warrant exercisable to purchase one share of Common Stock for $7.80, upon the
terms and conditions and subject to adjustment in certain circumstances, all
as set forth in this Agreement.
The Company proposes to issue to the Representative of the
Underwriters in the public offering of Units referred to above warrants to
purchase up to 110,000 additional Units.
The Company wishes to retain the Warrant Agent to act on behalf of
the Company, and the Warrant Agent is willing so to act, in connection with
the issuance, transfer, exchange and replacement of the certificates
evidencing the Warrants to be issued under this Agreement (the "Warrant
Certificates") and the exercise of the Warrants;
The Company and the Warrant Agent wish to enter into this Agreement
to set forth the terms and conditions of the Warrants and the rights of the
holders thereof ("Warrantholders") and to set forth the respective rights and
obligations of the Company and the Warrant Agent. Each Warrantholder is an
intended beneficiary of this Agreement with respect to the rights of
Warrantholders herein.
1. Appointment of Warrant Agent. The Company appoints the Warrant
Agent to act as agent for the Company in accordance with the instructions in
this Agreement and the Warrant Agent accepts this appointment.
2. Date, Denomination and Execution of Warrant Certificates.
2.1. The Warrant Certificates (and the Form of Election to
Purchase and the Form of Assignment to be printed on the reverse thereof)
will be in registered form only and will be substantially of the tenor and
purport recited in EXHIBIT A, and may have such letters, numbers or other
marks of identification or designation and such legends, summaries or
endorsements printed, lithographed or engraved thereon as the Company may
deem appropriate and as are not inconsistent with the provisions of this
Agreement, or as may be required to comply with any law, or with any rule or
regulation made pursuant thereto, or with any rule or regulation of any stock
exchange on which the Common Stock or the Warrants may be listed or any
automated quotation system, or to conform to usage. Each Warrant Certificate
entitles the registered holder thereof, subject to the provisions of this
Agreement and of the Warrant Certificate, to purchase, on or before the close
of business on ________, 2004 (the "Expiration Date"), one fully paid and
non-assessable share of Common Stock for each Warrant evidenced by such
Warrant Certificate, subject to adjustments as provided in Sections 6 hereof,
for $7.80 (the "Exercise Price"). Each Warrant Certificate issued as a part
of a Unit offered to the public as described in the recitals, above, will be
________, 1999; each other Warrant Certificate will be dated the date on
which the Warrant Agent receives valid issuance instructions from the Company
or a transferring holder of a Warrant Certificate or, if such instructions
specify another date, such other date.
2.2. For purposes of this Agreement, the term "close of business"
on any given date will mean 5:00 p.m., San Diego time, on such date;
provided, however, that if such date is not a business day, it will mean 5:00
p.m., San Diego time, on the next succeeding business day. For purposes of
this Agreement, the term "business day" will mean any day other than a
Saturday, Sunday, or a day on which banking institutions in California are
authorized or obligated by law to be closed.
2.3. Each Warrant Certificate will be executed on behalf of the
Company by the Chairman of the Board or its President or a Vice President,
either manually or by facsimile signature printed thereon, and have affixed
thereto the Company's seal or a facsimile thereof which will be attested by
the Secretary or an Assistant Secretary of the Company, either manually or by
facsimile signature. Each Warrant Certificate will be manually countersigned
by the Warrant Agent and will not be valid for any purpose unless so
countersigned. In case any officer of the Company who will have signed any
Warrant Certificate will cease to be such officer of the Company before
countersignature by the Warrant Agent and issue and delivery thereof by the
Company, such Warrant Certificate, nevertheless, may be countersigned by the
Warrant Agent, issued and delivered with the same force and effect as though
the person who signed such Warrant Certificate had not ceased to be such
officer of the Company.
3. Subsequent Issue of Warrant Certificates. Subsequent to their
original issuance, no Warrant Certificates will be reissued except (i)
Warrant Certificates issued upon transfer
-2-
thereof in accordance with Section 4 hereof, (ii) Warrant Certificates issued
upon any combination, split-up or exchange of Warrant Certificates pursuant
to Section 4 hereof, (iii) Warrant Certificates issued in replacement of
mutilated, destroyed, lost or stolen Warrant Certificates pursuant to Section
5 hereof, (iv) Warrant Certificates issued upon the partial exercise of
Warrant Certificates pursuant to Section 7 hereof, and (v) Warrant
Certificates issued to reflect any adjustment or change in the Exercise Price
or the number or kind of shares purchasable thereunder pursuant to Section 22
hereof. The Warrant Agent is hereby irrevocably authorized to countersign and
deliver, in accordance with the provisions of said Sections 4, 5, 7 and 22,
the new Warrant Certificates required for purposes thereof, and the Company,
whenever required by the Warrant Agent, will supply the Warrant Agent with
Warrant Certificates duly executed on behalf of the Company for such purposes.
4. Transfers and Exchanges of Warrant Certificates.
4.1. The Warrant Agent will keep or cause to be kept books for
registration of ownership and transfer of the Warrant Certificates issued
hereunder. Such registers will show the names and addresses of the respective
holders of the Warrant Certificates and the number of Warrants evidenced by
each such Warrant Certificate.
4.2. The Warrant Agent will, from time to time, register the
transfer of any outstanding Warrants upon the books to be maintained by the
Warrant Agent for that purpose, upon surrender of the Warrant Certificate
evidencing such Warrants, with the Form of Assignment duly filled in and
executed with such signature guaranteed by a banking institution or NASD
member and such supporting documentation as the Warrant Agent or the Company
may reasonably require, to the Warrant Agent at its stock transfer office in
_____________, ______________ at any time on or before the Expiration Date,
and upon payment to the Warrant Agent for the account of the Company of an
amount equal to any applicable transfer tax. Payment of the amount of such
tax may be made in cash, or by certified or official bank check, payable in
lawful money of the United States of America to the order of the Company.
4.3. Upon receipt of a Warrant Certificate, with the Form of
Assignment duly filled in and executed, accompanied by payment of an amount
equal to any applicable transfer tax, the Warrant Agent will promptly cancel
the surrendered Warrant Certificate and countersign and deliver to the
transferee a new Warrant Certificate for the number of full Warrants
transferred to such transferee; provided, however, that in case the
registered holder of any Warrant Certificate will elect to transfer fewer
than all of the Warrants evidenced by such Warrant Certificate, the Warrant
Agent in addition will promptly countersign and deliver to such registered
holder a new Warrant Certificate or Certificates for the number of full
Warrants not so transferred.
4.4. Any Warrant Certificate or Certificates may be exchanged at
the option of the holder thereof for another Warrant Certificate or
Certificates of different denominations, of like tenor and representing in
the aggregate the same number of Warrants, upon surrender of such Warrant
Certificate or Certificates, with the Form of Assignment duly filled in and
executed, to the Warrant Agent, at any time or from time to time after the
close of business on the date hereof and prior to the close of business on
the Expiration Date. The
-3-
Warrant Agent will promptly cancel the surrendered Warrant Certificate and
deliver the new Warrant Certificate pursuant to the provisions of this
Section.
5. Mutilated, Destroyed, Lost or Stolen Warrant Certificates. Upon
receipt by the Company and the Warrant Agent of evidence reasonably
satisfactory to them of the loss, theft, destruction or mutilation of any
Warrant Certificate, and in the case of loss, theft or destruction, of
indemnity or security reasonably satisfactory to them, and reimbursement to
them of all reasonable expenses incidental thereto, and, in the case of
mutilation, upon surrender and cancellation of the Warrant Certificate, the
Warrant Agent will countersign and deliver a new Warrant Certificate of like
tenor for the same number of Warrants.
6. Adjustments of Number and Kind of Shares Purchasable and Exercise
Price. The number and kind of securities or other property purchasable upon
exercise of a Warrant will be subject to adjustment from time to time upon
the occurrence, after the date hereof, of any of the following events:
6.1. If the Company (1) pays a dividend in, or makes a distribution
of, shares of capital stock on its outstanding Common Stock, (2) subdivides
its outstanding shares of Common Stock into a greater number of such shares
or (3) combines its outstanding shares of Common Stock into a smaller number
of such shares, the total number of shares of Common Stock purchasable upon
the exercise of each Warrant outstanding immediately prior thereto will be
adjusted so that the holder of any Warrant Certificate thereafter surrendered
for exercise will be entitled to receive at the same aggregate Exercise Price
the number of shares of capital stock (of one or more classes) which such
holder would have owned or have been entitled to receive immediately
following the happening of any of the events described above had such Warrant
been exercised in full immediately prior to the record date with respect to
such event. The Company is not required to make any adjustment unless the
adjustment would result in a one percent change in the number of shares of
Common Stock under the Warrant. Any adjustment made pursuant to this
Subsection will, in the case of a stock dividend or distribution, become
effective as of the record date therefor and, in the case of a subdivision or
combination, be made as of the effective date thereof. If, as a result of an
adjustment made pursuant to this Subsection, the holder of any Warrant
Certificate thereafter surrendered for exercise will become entitled to
receive shares of two or more classes of capital stock of the Company, the
Board of Directors of the Company (whose determination will be conclusive and
will be evidenced by a Board resolution filed with the Warrant Agent) will
determine the allocation of the adjusted Exercise Price between or among
shares of such classes of capital stock.
6.2. In the event of a capital reorganization or a reclassification
of the Common Stock (except as provided in Subsection 6.1 above or Subsection
6.5 below), any Warrantholder, upon exercise of Warrants, will be entitled to
receive, in substitution for the Common Stock to which he would have become
entitled upon exercise immediately prior to such reorganization or
reclassification, the shares (of any class or classes) or other securities or
property of the Company (or cash) that he would have been entitled to receive
at the same aggregate Exercise Price upon such reorganization or
reclassification if such Warrants had been exercised immediately prior to the
record date with respect to such event; and in any
-4-
such case, appropriate provision (as determined by the Board of Directors of
the Company, whose determination will be conclusive and will be evidenced by
a certified Board resolution filed with the Warrant Agent) will be made for
the application of this Section 6 with respect to the rights and interests
thereafter of the Warrantholders (including but not limited to the allocation
of the Exercise Price between or among shares of classes of capital stock),
to the end that this Section 6 (including the adjustments of the number of
shares of Common Stock or other securities purchasable and the Exercise Price
thereof) will thereafter be reflected, as nearly as reasonably practicable,
in all subsequent exercises of the Warrants for any shares or securities or
other property (or cash) thereafter deliverable upon the exercise of the
Warrants.
6.3. Whenever the number of shares of Common Stock or other
securities purchasable upon exercise of a Warrant is adjusted as provided in
this Section 6, the Company will promptly file with the Warrant Agent a
certificate signed by a Chairman or co-Chairman of the Board or the President
or a Vice President of the Company and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary of the Company setting
forth the number and kind of securities or other property purchasable upon
exercise of a Warrant, as so adjusted, stating that such adjustments in the
number or kind of shares or other securities or property conform to the
requirements of this Section 6, and setting forth a brief statement of the
facts accounting for such adjustments. Promptly after receipt of such
certificate, the Company, or the Warrant Agent at the Company's request, will
deliver, by first-class, postage prepaid mail, a brief summary thereof (to be
supplied by the Company) to the registered holders of the outstanding Warrant
Certificates; provided, however, that failure to file or to give any notice
required under this Subsection, or any defect therein, will not affect the
legality or validity of any such adjustments under this Section 6; and
provided, further, that, where appropriate, such notice may be given in
advance and included as part of the notice required to be given pursuant to
Section 12 hereof.
6.4. In case of any consolidation of the Company with, or merger of
the Company into, another corporation (other than a consolidation or merger
which does not result in any reclassification or change of the outstanding
Common Stock), or in case of any sale or conveyance to another corporation of
the property of the Company as an entirety or substantially as an entirety,
the corporation formed by such consolidation or merger or the corporation
which will have acquired such assets, as the case may be, will execute and
deliver to the Warrant Agent a supplemental warrant agreement providing that
the holder of each Warrant then outstanding will have the right thereafter
(until the expiration of such Warrant) to receive, upon exercise of such
Warrant, solely the kind and amount of shares of stock and other securities
and property (or cash) receivable upon such consolidation, merger, sale or
transfer by a holder of the number of shares of Common Stock of the Company
for which such Warrant might have been exercised immediately prior to such
consolidation, merger, sale or transfer. Such supplemental warrant agreement
will provide for adjustments that will be as nearly equivalent as may be
practicable to the adjustments provided in this Section. The above provision
of this Subsection will similarly apply to successive consolidations,
mergers, sales or transfers.
6.5. The Warrant Agent will not be under any responsibility to
determine the correctness of any provision contained in any such supplemental
warrant agreement relating to
-5-
either the kind or amount of shares of stock or securities or property (or
cash) purchasable by holders of Warrant Certificates upon the exercise of
their Warrants after any such consolidation, merger, sale or transfer or of
any adjustment to be made with respect thereto, but subject to the provisions
of Section 20 hereof, may accept as conclusive evidence of the correctness of
any such provisions, and will be protected in relying upon, a certificate of
a firm of independent certified public accountants (who may be the
accountants regularly employed by the Company) with respect thereto.
6.6. Irrespective of any adjustments in the number or kind of
shares issuable upon exercise of Warrants, Warrant Certificates theretofore
or thereafter issued may continue to express the same price and number and
kind of shares as are stated in the similar Warrant Certificates initially
issuable pursuant to this Warrant Agreement.
6.7. The Company may retain a firm of independent public
accountants of recognized standing, which may be the firm regularly retained
by the Company, selected by the Board of Directors of the Company or the
Executive Committee of said Board, and not disapproved by the Warrant Agent,
to make any computation required under this Section, and a certificate signed
by such firm will, in the absence of fraud or gross negligence, be conclusive
evidence of the correctness of any computation made under this Section.
6.8. For the purpose of this Section, the term "Common Stock" will
mean (i) the Common Stock or (ii) any other class of stock resulting from
successive changes or reclassifications of such Common Stock consisting
solely of changes in par value, or from par value to no par value, or from no
par value to par value. In the event that at any time as a result of an
adjustment made pursuant to this Section, the holder of any Warrant
thereafter surrendered for exercise will become entitled to receive any
shares of capital stock of the Company other than shares of Common Stock,
thereafter the number of such other shares so receivable upon exercise of any
Warrant will be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to
the Common Stock contained in this Section, and all other provisions of this
Agreement, with respect to the Common Stock, will apply on like terms to any
such other shares.
7. Exercise and Redemption of Warrants. Unless the Warrants have been
redeemed as provided in this Section 7, the registered holder of any Warrant
Certificate may exercise the Warrants evidenced thereby, in whole at any time
or in part from time to time at or prior to the close of business, on the
Expiration Date, subject to the provisions of Section 9, at which time the
Warrant Certificates will be and become wholly void and of no value. Warrants
may be exercised by their holders or redeemed by the Company as follows:
7.1. Exercise of Warrants will be accomplished upon surrender of
the Warrant Certificate evidencing such Warrants, with the Form of Election
to Purchase on the reverse side thereof duly filled in and executed, to the
Warrant Agent at its stock transfer office in _____________, ______________,
together with payment to the Company of the Exercise Price (as of the date of
such surrender) of the Warrants then being exercised and an amount equal to
any applicable transfer tax and, if requested by the Company, any other taxes
or governmental charges which the Company may be required by law to collect
in respect of
-6-
such exercise. Payment of the Exercise Price and other amounts may be made by
wire transfer of good funds, or by certified or bank cashier's check, payable
in lawful money of the United States of America to the order of the Company.
No adjustment will be made for any cash dividends, whether paid or declared,
on any securities issuable upon exercise of a Warrant.
7.2. Upon receipt of a Warrant Certificate, with the Form of
Election to Purchase duly filled in and executed, accompanied by payment of
the Exercise Price of the Warrants being exercised (and of an amount equal to
any applicable taxes or government charges as aforesaid), the Warrant Agent
will promptly request from the Transfer Agent with respect to the securities
to be issued and deliver to or upon the order of the registered holder of
such Warrant Certificate, in such name or names as such registered holder may
designate, a certificate or certificates for the number of full shares of the
securities to be purchased, together with cash made available by the Company
pursuant to Section 8 hereof in respect of any fraction of a share of such
securities otherwise issuable upon such exercise. If the Warrant is then
exercisable to purchase property other than securities, the Warrant Agent
will take appropriate steps to cause such property to be delivered to or upon
the order of the registered holder of such Warrant Certificate. In addition,
if it is required by law and upon instruction by the Company, the Warrant
Agent will deliver to each Warrantholder a prospectus which complies with the
provisions of Section 9 of the Securities Act of 1933 and the Company agrees
to supply Warrant Agent with sufficient number of prospectuses to effectuate
that purpose.
7.3. In case the registered holder of any Warrant Certificate will
exercise fewer than all of the Warrants evidenced by such Warrant
Certificate, the Warrant Agent will promptly countersign and deliver to the
registered holder of such Warrant Certificate, or to his duly authorized
assigns, a new Warrant Certificate or Certificates evidencing the number of
Warrants that were not so exercised.
7.4. Each person in whose name any certificate for securities is
issued upon the exercise of Warrants will for all purposes be deemed to have
become the holder of record of the securities represented thereby as of, and
such certificate will be dated, the date upon which the Warrant Certificate
was duly surrendered in proper form and payment of the Exercise Price (and of
any applicable taxes or other governmental charges) was made; provided,
however, that if the date of such surrender and payment is a date on which
the stock transfer books of the Company are closed, such person will be
deemed to have become the record holder of such shares as of, and the
certificate for such shares will be dated, the next succeeding business day
on which the stock transfer books of the Company are open (whether before, on
or after the Expiration Date) and the Warrant Agent will be under no duty to
deliver the certificate for such shares until such date. The Company
covenants and agrees that it will not cause its stock transfer books to be
closed for a period of more than 20 consecutive business days except upon
consolidation, merger, sale of all or substantially all of its assets,
dissolution or liquidation or as otherwise provided by law.
7.5. The Warrants outstanding at the time of a redemption may be
redeemed at the option of the Company, in whole or in part on a pro-rata
basis, at any time if, at the time notice of such redemption is given by the
Company as provided in Paragraph 7.6 below,
-7-
the Daily Price has been at least 200% of the public offering price for the
twenty consecutive trading days ending on the third trading day prior to the
date of such notice, at a price equal to $.01 per Warrant (the "Redemption
Price"). For the purpose of the foregoing sentence, the term "Daily Price"
means, for any relevant day, the closing bid price on that day as reported by
the principal exchange or quotation system on which prices for the Common
Stock are reported. On the redemption date the holders of record of redeemed
Warrants will 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 in _____________, ______________.
7.6. Notice of redemption of Warrants will be given not more than
60 days nor less than 30 days prior to the redemption date by mailing, by
registered or certified mail, return receipt requested, a copy of such notice
to the Warrant Agent and to all of the holders of record of Warrants at their
respective addresses appearing on the books or transfer records of the
Company or such other address designated in writing by the holder of record
to the Warrant Agent not less than 40 days prior to the redemption date.
7.7. From and after the redemption date, all rights of the
Warrantholders (except the right to receive the Redemption Price) will
terminate, but only if (a) no later than one day prior to the redemption date
the Company will 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 (b) the notice of redemption will
have stated the name and address of the Warrant Agent and the intention of
the Company to deposit such amount with the Warrant Agent no later than one
day prior to the redemption date.
7.8. The Warrant Agent will pay to the holders of record of
redeemed Warrants all monies received by the Warrant Agent for the redemption
of Warrants to which the holders of record of such redeemed Warrants who will
have surrendered their Warrants are entitled.
7.9. Any amounts deposited with the Warrant Agent that are not
required for redemption of Warrants may be withdrawn by the Company. Any
amounts deposited with the Warrant Agent that will be unclaimed after six
months after the redemption date may be withdrawn by the Company, and
thereafter the holders of the Warrants called for redemption for which such
funds were deposited will look solely to the Company for payment. The Company
will be entitled to the interest, if any, on funds deposited with the Warrant
Agent and the holders of redeemed Warrants will have no right to any such
interest.
7.10. If the Company fails to make a sufficient deposit with
the Warrant Agent as provided above, the holder of any Warrants called for
redemption may at the option of the holder (a) by notice to the Company
declare the notice of redemption a nullity as to such holder, or (b) maintain
an action against the Company for the Redemption Price. If the holder brings
such an action, the Company will pay reasonable attorneys' fees of the
holder. If the holder fails to bring an action against the Company for the
Redemption Price within 60 days after the redemption date, the holder will be
deemed to have elected to declare the notice of redemption to be a nullity as
to the holder and the notice will be without any force or effect as
-8-
to such holder. Except as otherwise specifically provided in this subsection
7.10, a notice of redemption, once mailed by the Company as provided in
Paragraph 7.6 will be irrevocable.
8. Fractional Interests. The Company will not be required to issue any
Warrant Certificate evidencing a fraction of a Warrant or to issue fractions
of shares of securities on the exercise of the Warrants. If any fraction
(calculated to the nearest one-hundredth) of a Warrant or a share of
securities would, except for the provisions of this Section, be issuable on
the exercise of any Warrant, the Company will, at its option, either purchase
such fraction for an amount in cash equal to the current value of such
fraction computed on the basis of the closing market price (as quoted on
NASDAQ) on the trading day immediately preceding the day upon which such
Warrant Certificate was surrendered for exercise in accordance with Section 7
hereof or issue the required fractional Warrant or share. By accepting a
Warrant Certificate, the holder thereof expressly waives any right to receive
a Warrant Certificate evidencing any fraction of a Warrant or to receive any
fractional share of securities upon exercise of a Warrant, except as
expressly provided in this Section 8.
9. Reservation of Equity Securities.
9.1. The Company covenants that it will at all times reserve and
keep available, free from any pre-emptive rights, out of its authorized and
unissued equity securities, solely for the purpose of issue upon exercise of
the Warrants, such number of shares of equity securities of the Company as
will then be issuable upon the exercise of all outstanding Warrants ("Equity
Securities"). The Company covenants that all Equity Securities which will be
so issuable will, upon such issue, be duly authorized, validly issued, fully
paid and non-assessable.
9.2. The Company covenants that if any equity securities, required
to be reserved for the purpose of issue upon exercise of the Warrants
hereunder, require registration with or approval of any governmental
authority under any federal or state law before such shares may be issued
upon exercise of Warrants, the Company will use all commercially reasonable
efforts to cause such securities to be duly registered, or approved, as the
case may be, and, to the extent practicable, take all such action in
anticipation of and prior to the exercise of the Warrants, including, without
limitation, filing any and all post-effective amendments to the Company's
Registration Statement on Form SB-2 (Registration No. 333-66173) necessary to
permit a public offering of the securities underlying the Warrants at any and
all times during the term of this Agreement, provided, however, that in no
event will such securities be issued, and the Company is authorized to refuse
to honor the exercise of any Warrant, if such exercise would result in the
opinion of the Company's Board of Directors, upon advice of counsel, in the
violation of any law; and provided further that, in the case of a Warrant
exercisable solely for securities listed on a securities exchange or for
which there are at least two independent market makers, in lieu of obtaining
such registration or approval, the Company may elect to redeem Warrants
submitted to the Warrant Agent for exercise for a price equal to the
difference between the aggregate low asked price, or closing price, as the
case may be, of the securities for which such Warrant is exercisable on the
date of such submission and the Exercise Price of such Warrants; in the event
of such redemption, the Company will pay to the holder of such Warrants the
above-described redemption price in
-9-
cash within 10 business days after receipt of notice from the Warrant Agent
that such Warrants have been submitted for exercise.
10. Reduction of Conversion Price Below Par Value. Before taking any
action that would cause an adjustment pursuant to Section 6 reducing the
portion of the Exercise Price required to purchase one share of capital stock
below the then par value (if any) of a share of such capital stock, the
Company will use its best efforts to take any corporate action which, in the
opinion of its counsel, may be necessary in order that the Company may
validly and legally issue fully paid and non-assessable shares of such
capital stock.
11. Payment of Taxes. The Company covenants and agrees that it will pay
when due and payable any and all federal and state documentary stamp and
other original issue taxes which may be payable in respect of the original
issuance of the Warrant Certificates, or any shares of Common Stock or other
securities upon the exercise of Warrants. The Company will not, however, be
required (i) to pay any tax which may be payable in respect of any transfer
involved in the transfer and delivery of Warrant Certificates or the issuance
or delivery of certificates for Common Stock or other securities in a name
other than that of the registered holder of the Warrant Certificate
surrendered for purchase or (ii) to issue or deliver any certificate for
shares of Common Stock or other securities upon the exercise of any Warrant
Certificate until any such tax will have been paid, all such tax being
payable by the holder of such Warrant Certificate at the time of surrender.
12. Notice of Certain Corporate Action. In case the Company after the
date hereof will propose (i) to offer to the holders of Common Stock,
generally, rights to subscribe to or purchase any additional shares of any
class of its capital stock, any evidences of its indebtedness or assets, or
any other rights or options or (ii) to effect any reclassification of Common
Stock (other than a reclassification involving merely the subdivision or
combination of outstanding shares of Common Stock) or any capital
reorganization, or any consolidation or merger to which the Company is a
party and for which approval of any stockholders of the Company is required,
or any sale, transfer or other disposition of its property and assets
substantially as an entirety, or the liquidation, voluntary or involuntary
dissolution or winding-up of the Company, then, in each such case, the
Company will file with the Warrant Agent and the Company, or the Warrant
Agent on its behalf, will mail (by first-class, postage prepaid mail) to all
registered holders of the Warrant Certificates notice of such proposed
action, which notice will specify the date on which the books of the Company
will close or a record be taken for such offer of rights or options, or the
date on which such reclassification, reorganization, consolidation, merger,
sale, transfer, other disposition, liquidation, voluntary or involuntary
dissolution or winding-up will take place or commence, as the case may be,
and which will also specify any record date for determination of holders of
Common Stock entitled to vote thereon or participate therein and will set
forth such facts with respect thereto as will be reasonably necessary to
indicate any adjustments in the Exercise Price and the number or kind of
shares or other securities purchasable upon exercise of Warrants which will
be required as a result of such action. Such notice will be filed and mailed
in the case of any action covered by clause (i) above, at least ten days
prior to the record date for determining holders of the Common Stock for
purposes of such action or, if a record is not to be taken, the date as of
which the holders of shares of Common Stock of record are to be entitled to
such
-10-
offering; and, in the case of any action covered by clause (ii) above, at
least 20 days prior to the earlier of the date on which such
reclassification, reorganization, consolidation, merger, sale, transfer,
other disposition, liquidation, voluntary or involuntary dissolution or
winding-up is expected to become effective and the date on which it is
expected that holders of shares of Common Stock of record on such date will
be entitled to exchange their shares for securities or other property
deliverable upon such reclassification, reorganization, consolidation,
merger, sale, transfer, other disposition, liquidation, voluntary or
involuntary dissolution or winding-up. Failure to give any such notice or any
defect therein will not affect the legality or validity of any transaction
listed in this Section 12.
13. Disposition of Proceeds on Exercise of Warrant Certificates, Etc.
13.1. The Warrant Agent will account promptly to the Company
with respect to Warrants exercised and concurrently pay to the Company all
moneys received by the Warrant Agent for the purchase of securities or other
property through the exercise of such Warrants.
13.2. The Warrant Agent will keep copies of this Agreement
available for inspection by Warrantholders during normal business hours at
its stock transfer office. Copies of this Agreement may be obtained upon
written request addressed to the Warrant Agent at its stock transfer office
in _____________, ______________.
14. Warrantholder Not Deemed a Stockholder. No Warrantholder, as such,
will be entitled to vote, receive dividends or be deemed the holder of Common
Stock or any other securities of the Company which may at any time be
issuable on the exercise of the Warrants represented thereby for any purpose
whatever, nor will anything contained herein or in any Warrant Certificate be
construed to confer upon any Warrantholder, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of directors
or upon any matter submitted to stockholders at any meeting thereof, or to
give or withhold consent to any corporate action (whether upon any
recapitalization, issuance of stock, reclassification of stock, change of par
value or change of stock to no par value, consolidation, merger, conveyance
or otherwise), or to receive notice of meetings or other actions affecting
stockholders (except as provided in 12), or to receive dividend or
subscription rights, or otherwise, until such Warrant Certificate will have
been exercised in accordance with the provisions hereof and the receipt of
the Exercise Price and any other amounts payable upon such exercise by the
Warrant Agent.
15. Right Of Action. All rights of action in respect to this Agreement
are vested in the respective registered holders of the Warrant Certificates;
and any registered holder of any Warrant Certificate, without the consent of
the Warrant Agent or of any other holder of a Warrant Certificate, may, in
his own behalf for his own benefit, enforce, and may institute and maintain
any suit, action or proceeding against the Company suitable to enforce, or
otherwise in respect of, his right to exercise the Warrants evidenced by such
Warrant Certificate, for the purchase of shares of the Common Stock in the
manner provided in the Warrant Certificate and in this Agreement.
-11-
16. Agreement of Holders of Warrant Certificates. Every holder of a
Warrant Certificate by accepting the same consents and agrees with the
Company, the Warrant Agent and with every other holder of a Warrant
Certificate that:
16.1. the Warrant Certificates are transferable on the registry
books of the Warrant Agent only upon the terms and conditions set forth in
this Agreement; and
16.2. the Company and the Warrant Agent may deem and treat the
person in whose name the Warrant Certificate is registered as the absolute
owner of the Warrant (notwithstanding any notation of ownership or other
writing thereon made by anyone other than the Company or the Warrant Agent)
for all purposes whatever and neither the Company nor the Warrant Agent will
be affected by any notice to the contrary.
17. Cancellation of Warrant Certificates. If the Company purchases or
otherwise acquires any Warrant Certificate or Certificates after the issuance
thereof, the Warrant Certificate or Certificates will be delivered to the
Warrant Agent and be canceled by it and retired. The Warrant Agent will also
cancel any Warrant Certificate delivered to it for exercise, in whole or in
part, or delivered to it for transfer, split-up, combination, or exchange.
Warrant Certificates so canceled will be delivered by the Warrant Agent to
the Company from time to time, or disposed of in accordance with the
instructions of the Company.
18. Concerning the Warrant Agent. The Company agrees to pay to the
Warrant Agent from time to time, on demand of the Warrant Agent, reasonable
compensation for all services rendered by it hereunder and also its
reasonable expenses, including counsel fees, and other disbursements incurred
in the administration and execution of this Agreement and the exercise and
performance of its duties hereunder. The Company also agrees to indemnify the
Warrant Agent for, and to hold it harmless against, any loss, liability or
expense, incurred without gross negligence, bad faith or willful misconduct
on the part of the Warrant Agent, arising out of or in connection with the
acceptance and administration of this Agreement.
19. Merger or Consolidation or Change of Name of Warrant Agent.
19.1. Any corporation into which the Warrant Agent may be
merged or with which it may be consolidated, or any corporation resulting
from any merger or consolidation to which the Warrant Agent will be a party,
or any corporation succeeding to the corporate trust business of the Warrant
Agent, will be the successor to the Warrant Agent hereunder without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, provided that such corporation would be eligible for
appointment as a successor warrant agent under the provisions of Section 21.
If at the time such successor to the Warrant Agent succeeds to the agency
created by this Agreement, any of the Warrant Certificates that have been
countersigned but not delivered, any successor to the Warrant Agent may adopt
the countersignature of the original Warrant Agent and deliver the Warrant
Certificates so countersigned; and in case at that time any of the Warrant
Certificates will not have been countersigned, any successor to the Warrant
Agent may countersign such Warrant Certificates either in the name of the
predecessor Warrant Agent or in the name of the successor Warrant
-12-
Agent; and in all such cases such Warrant Certificates will have the full
force provided in the Warrant Certificates and in this Agreement.
19.2. If the name of the Warrant Agent is changed and at the
time any of the Warrant Certificates have been countersigned but not
delivered, the Warrant Agent may adopt the countersignature under its prior
name and deliver Warrant Certificates so countersigned; and in case at that
time any of the Warrant Certificates will not have been countersigned, the
Warrant Agent may countersign such Warrant Certificates either in its prior
name or in its changed name; and in all such cases such Warrant Certificates
will have the full force provided in the Warrant Certificates and in this
Agreement.
20. Duties of Warrant Agent. The Warrant Agent undertakes the duties
and obligations imposed by this Agreement upon the following terms and
conditions, by all of which the Company and the holders of Warrant
Certificates, by their acceptance thereof, will be bound:
20.1. The Warrant Agent may consult with counsel satisfactory
to it (who may be counsel for the Company or the Warrant Agent's in-house
counsel), and the opinion of such counsel will be full and complete
authorization and protection to the Warrant Agent as to any action taken,
suffered or omitted by it in good faith and in accordance with such opinion;
provided, however, that the Warrant Agent will have exercised reasonable care
in the selection of such counsel. The Company will pay fees and expenses of
such counsel, to the extent reasonable.
20.2. Whenever in the performance of its duties under this
Agreement, the Warrant Agent will deem it necessary or desirable that any
fact or matter be proved or established by the Company prior to taking or
suffering any action hereunder, such fact or matter (unless other evidence in
respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a certificate signed by a Chairman or
co-Chairman of the Board or the President or a Vice President or the
Secretary of the Company and delivered to the Warrant Agent; and such
certificate will be full authorization to the Warrant Agent for any action
taken or suffered in good faith by it under the provisions of this Agreement
in reliance upon such certificate.
20.3. The Warrant Agent will be liable hereunder only for its
own negligence, gross negligence, bad faith, or willful misconduct.
20.4. The Warrant Agent will not be liable for or by reason of
any of the statements of fact or recitals contained in this Agreement or in
the Warrant Certificates (except its countersignature on the Warrant
Certificates and such statements or recitals as describe the Warrant Agent or
action taken or to be taken by it) or be required to verify the same, but all
such statements and recitals are and will be deemed to have been made by the
Company only.
20.5. The Warrant Agent will not be under any responsibility in
respect of the validity of this Agreement or the execution and delivery
hereof (except the due execution hereof by the Warrant Agent) or in respect
of the validity or execution of any Warrant Certificate (except its
countersignature thereof); nor will it be responsible for any breach by
-13-
the Company of any covenant or condition contained in this Agreement or in
any Warrant Certificate; nor will it be responsible for the making of any
change in the number of shares of Common Stock for which a Warrant is
exercisable required under the provisions of Section 6 or responsible for the
manner, method or amount of any such change or the ascertaining of the
existence of facts that would require any such adjustment or change (except
with respect to the exercise of Warrant Certificates after actual notice of
any adjustment of the Exercise Price); nor will it by any act hereunder be
deemed to make any representation or warranty as to the authorization or
reservation of any shares of Common Stock to be issued pursuant to this
Agreement or any Warrant Certificate or as to whether any shares of Common
Stock will, when issued, be validly issued, fully paid and non-assessable.
20.6. The Warrant Agent will be under no obligation to
institute any action, suit or legal proceeding or take any other action
likely to involve expense unless the Company or one or more registered
holders of Warrant Certificates will furnish the Warrant Agent with
reasonable security and indemnity for any costs and expenses which may be
incurred. All rights of action under this Agreement or under any of the
Warrants may be enforced by the Warrant Agent without the possession of any
of the Warrants or the production thereof at any trial or other proceeding
relative thereto, and any such action, suit or proceeding instituted by the
Warrant Agent will be brought in its name as Warrant Agent, and any recovery
of judgment will be for the ratable benefit of the registered holders of the
Warrant Certificates, as their respective rights or interests may appear.
20.7. The Warrant Agent and any stockholder, director, officer
or employee of the Warrant Agent may buy, sell or deal in any of the Warrants
or other securities of the Company or become pecuniarily interested in any
transaction in which the Company may be interested, or contract with or lend
money to or otherwise act as fully and freely as though it were not Warrant
Agent under this Agreement. Nothing herein will preclude the Warrant Agent
from acting in any other capacity for the Company or for any other legal
entity.
20.8. The Warrant Agent is hereby authorized and directed to
accept instructions with respect to the performance of its duties hereunder
from a Chairman or co-Chairman of the Board or President or a Vice President
or the Secretary or the Controller of the Company, and to apply to such
officers for advice or instructions in connection with the Warrant Agent's
duties, and it will not be liable for any action taken or suffered or omitted
by it in good faith in accordance with instructions of any such officer.
20.9. The Warrant Agent will not be responsible for any failure
of the Company to comply with any of the covenants contained in this
Agreement or in the Warrant Certificates to be complied with by the Company.
20.10. The Warrant Agent may execute and exercise any of the
rights or powers hereby vested in it or perform any duty hereunder either
itself or by or through its attorneys, agents or employees and the Warrant
Agent will not be answerable or accountable for any act, default, neglect or
misconduct of any such attorneys, agents or employees or for any loss to the
Company resulting from such neglect or misconduct; PROVIDED,
-14-
HOWEVER, that reasonable care will have been exercised in the selection and
continued employment of such attorneys, agents and employees.
20.11. The Warrant Agent will not incur any liability or
responsibility to the Company or to any holder of any Warrant Certificate for
any action taken, or any failure to take action, in reliance on any notice,
resolution, waiver, consent, order, certificate, or other paper, document or
instrument reasonably believed by the Warrant Agent to be genuine and to have
been signed, sent or presented by the proper party or parties.
20.12. The Warrant Agent will act hereunder solely as agent of the
Company in a ministerial capacity, and its duties will be determined solely
by the provisions hereof. The Warrant Agent will not be liable for anything
that it may do or refrain from doing in connection with this Agreement except
for its own negligence, bad faith or willful conduct.
21. Change of Warrant Agent. The Warrant Agent may resign and be
discharged from its duties under this Agreement upon 30 days' prior notice in
writing mailed, by registered or certified mail, to the Company. The Company
may remove the Warrant Agent or any successor warrant agent upon 30 days'
prior notice in writing, mailed to the Warrant Agent or successor warrant
agent, as the case may be, by registered or certified mail. If the Warrant
Agent will resign or be removed or will otherwise become incapable of acting,
the Company will appoint a successor to the Warrant Agent and will, within 15
days following such appointment, give notice thereof in writing to each
registered holder of the Warrant Certificates. If the Company will fail to
make such appointment within a period of 15 days after giving notice of such
removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Warrant Agent, then the Company
agrees to perform the duties of the Warrant Agent hereunder until a successor
Warrant Agent is appointed. After appointment and execution of a copy of this
Agreement in effect at that time, the successor Warrant Agent will be vested
with the same powers, rights, duties and responsibilities as if it had been
originally named as Warrant Agent without further act or deed; but the former
Warrant Agent will deliver and transfer to the successor Warrant Agent,
within a reasonable time, any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary
for the purpose. Failure to give any notice provided for in this Section,
however, or any defect therein will not affect the legality or validity of
the resignation or removal of the Warrant Agent or the appointment of the
successor warrant agent, as the case may be.
22. Issuance of New Warrant Certificates. Notwithstanding any of the
provisions of this Agreement or the several Warrant Certificates to the
contrary, the Company may, at its option, issue new Warrant Certificates in a
form approved by its Board of Directors to reflect any adjustment or change
in the Exercise Price or the number or kind of shares purchasable under the
several Warrant Certificates made in accordance with the provisions of this
Agreement.
23. Notices. Notice or demand pursuant to this Agreement to be given or
made on the Company by the Warrant Agent or by the registered holder of any
Warrant Certificate will be sufficiently given or made if sent by first-class
or registered mail, postage prepaid,
-15-
addressed (until another address is filed in writing by the Company with the
Warrant Agent) as follows:
Company: U.S. Laboratories Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Secretary
Subject to the provisions of Section 21, any notice under this Agreement to
be given or made by the Company or by the holder of any Warrant Certificate
to or on the Warrant Agent will be sufficiently given or made if sent by
first-class or registered mail, postage prepaid, addressed (until another
address is filed in writing by the Warrant Agent with the Company) as follows:
Warrant Agent:
-----------------------
-----------------------
-----------------------
-----------------------
Any notice or demand authorized to be given or made to the registered holder
of any Warrant Certificate under this Agreement will be sufficiently given or
made if sent by first-class or registered mail, postage prepaid, to the last
address of such holder as it will appear on the registers maintained by the
Warrant Agent.
24. Modification of Agreement. The Warrant Agent may, without the
consent or concurrence of the Warrantholders, by supplemental agreement or
otherwise, concur with the Company in making any changes or corrections in
this Agreement that the Warrant Agent has been advised by counsel (who may be
counsel for the Company) are necessary or desirable to cure any ambiguity or
to correct any defective or inconsistent provision or clerical omission or
mistake or manifest error herein contained, or to make any other provisions
in regard to matters or questions arising hereunder and that is not
inconsistent with the provisions of the Warrant Certificates and that will
not adversely affect the interests of the Warrantholders. As of the date
hereof, this Agreement contains the entire and only agreement, understanding,
representation, condition, warranty or covenant between the parties with
respect to the matters herein, supersedes any and all other agreements
between the parties hereto relating to these matters, and may be modified or
amended only by a written agreement signed by both parties hereto pursuant to
the authority granted by the first sentence of this Section.
25. Successors. All the covenants and provisions of this Agreement by
or for the benefit of the Company or the Warrant Agent will bind and inure to
the benefit of their respective successors and assigns hereunder.
-16-
26. California Contract. This Agreement and each Warrant Certificate
issued hereunder is deemed a contract made under the laws of the State of
California and for all purposes will be construed in accordance with the laws
of that State.
27. Termination. This Agreement will terminate as of the close of
business on the Expiration Date, or such earlier date upon which all Warrants
will have been exercised or redeemed, except that the Warrant Agent will
account to the Company as to all Warrants outstanding and all cash held by it
as of the close of business on the Expiration Date.
28. Benefits of this Agreement. Nothing in this Agreement or in the
Warrant Certificates will be construed to give to any person or corporation
other than the Company, the Warrant Agent, and their respective successors
and assigns hereunder and the registered holders of the Warrant Certificates
any legal or equitable right, remedy or claim under this Agreement; but this
Agreement will be for the sole and exclusive benefit of the Company, the
Warrant Agent, their respective successors and assigns hereunder and the
registered holders of the Warrant Certificates.
29. Descriptive Headings. The descriptive headings of the several
Sections of this Agreement are inserted for convenience only and will not
control or affect the meaning or construction of any of the provisions hereof.
30. Counterparts. This Agreement may be executed in any number of
counterparts, each of which will be an original, but the counterparts
together constitute one and the same instrument.
U.S. Laboratories Inc.
By:
---------------------
North American Transfer Co.
By:
---------------------
-17-
EXHIBIT A
VOID AFTER 5 P.M. PACIFIC TIME ON ____________, 2004
WARRANTS TO PURCHASE COMMON STOCK
W_____ _________ Warrants
U.S. LABORATORIES INC.
CUSIP ___________
THIS CERTIFIES THAT ______________________ or registered assigns,
is the registered holder of the number of Warrants ("Warrants") set forth
above. Each Warrant entitles the holder thereof to purchase from U.S.
Laboratories Inc., a corporation incorporated under the laws of the State of
California ("Company"), subject to the terms and conditions set forth
hereinafter and in the Warrant Agreement hereinafter more fully described
(the "Warrant Agreement") referred to, at any time on or before the close of
business on ___________, 2004 or, if such Warrant is redeemed as provided in
the Warrant Agreement, at any time prior to the effective time of such
redemption (the "Expiration Date"), one fully paid and non-assessable share
of Common Stock of the Company ("Common Stock") upon presentation and
surrender of this Warrant Certificate, with the instructions for the
registration and delivery of Common Stock filled in, at the stock transfer
office in __________,____________, of ________________________, Warrant Agent
of the Company ("Warrant Agent") or of its successor warrant agent or, if
there be no successor warrant agent, at the corporate offices of the Company,
and upon payment of the Exercise Price (as defined in the Warrant Agreement)
and any applicable taxes paid either in cash, or by certified or official
bank check, payable in lawful money of the United States of America to the
order of the Company. Each Warrant initially entitles the holder to purchase
one share of Common Stock for $7.80. The number and kind of securities or
other property for which the Warrants are exercisable are subject to further
adjustment in certain events, such as mergers, splits, stock dividends,
recapitalizations and the like, to prevent dilution. The Company may redeem
any or all outstanding and unexercised Warrants at any time if the Daily
Price has exceeded $____ for twenty consecutive trading days ending on the
third trading day prior to the date of notice of such redemption, upon 30
days notice, at a price equal to $0.01 per Warrant. For the purpose of the
foregoing sentence, the term "Daily Price" will mean, for any relevant day,
the closing bid price on that day as reported by the principal exchange or
quotation system on which prices for the Common Stock are reported. All
Warrants not theretofore exercised or redeemed will expire on ________, 2004.
This Warrant Certificate is subject to all of the terms, provisions
and conditions of the Warrant Agreement, dated as of ____________, 1999
("Warrant Agreement"), between the Company and the Warrant Agent, to all of
which terms, provisions and conditions the registered holder of this Warrant
Certificate consents by acceptance hereof. The Warrant Agreement is
incorporated herein by reference and made a part hereof and reference is made
-18-
to the Warrant Agreement for a full description of the rights, limitations of
rights, obligations, duties and immunities of the Warrant Agent, the Company
and the holders of the Warrant Certificates. Copies of the Warrant Agreement
are available for inspection at the stock transfer office of the Warrant
Agent or may be obtained upon written request addressed to the Company at
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention:
Secretary.
The Company will not be required upon the exercise of the Warrants
evidenced by this Warrant Certificate to issue fractions of Warrants, Common
Stock or other securities, but will make adjustment therefor in cash on the
basis of the current market value of any fractional interest as provided in
the Warrant Agreement.
In certain cases, the sale of securities by the Company upon
exercise of Warrants would violate the securities laws of the United States,
certain states thereof or other jurisdictions. The Company has agreed to use
its best efforts to cause a registration statement to continue to be
effective during the term of the Warrants with respect to such sales under
the Securities Act of 1933, and to take such action under the laws of various
states as may be required to cause the sale of securities upon exercise to be
lawful. However, the Company will not be required to honor the exercise of
Warrants if, in the opinion of the Board of Directors, upon advice of
counsel, the sale of securities upon such exercise would be unlawful. In
certain cases, the Company may, but is not required to, purchase Warrants
submitted for exercise for a cash price equal to the difference between the
market price of the securities obtainable upon such exercise and the exercise
price of such Warrants.
This Warrant Certificate, with or without other Certificates, upon
surrender to the Warrant Agent, any successor warrant agent or, in the
absence of any successor warrant agent, at the corporate offices of the
Company, may be exchanged for another Warrant Certificate or Certificates
evidencing in the aggregate the same number of Warrants as the Warrant
Certificate or Certificates so surrendered. If the Warrants evidenced by this
Warrant Certificate will be exercised in part, the holder hereof will be
entitled to receive upon surrender hereof another Warrant Certificate or
Certificates evidencing the number of Warrants not so exercised.
No holder of this Warrant Certificate, as such, will be entitled to
vote, receive dividends or be deemed the holder of Common Stock or any other
securities of the Company which may at any time be issuable on the exercise
hereof for any purpose whatever, nor will anything contained in the Warrant
Agreement or herein be construed to confer upon the holder of this Warrant
Certificate, as such, any of the rights of a stockholder of the Company or
any right to vote for the election of directors or upon any matter submitted
to stockholders at any meeting thereof or give or withhold consent to any
corporate action (whether upon any matter submitted to stockholders at any
meeting thereof, or give or withhold consent to any merger, recapitalization,
issuance of stock, reclassification of stock, change of par value or change
of stock to no par value, consolidation, conveyance or otherwise) or to
receive notice of meetings or other actions affecting stockholders (except as
provided in the Warrant Agreement) or to receive dividends or subscription
rights or otherwise until the Warrants evidenced by this Warrant Certificate
will have been exercised and the Common Stock purchasable upon the exercise
thereof will have become deliverable as provided in the Warrant Agreement.
-19-
If this Warrant Certificate will be surrendered for exercise within
any period during which the transfer books for the Company's Common Stock or
other class of stock purchasable upon the exercise of the Warrants evidenced
by this Warrant Certificate are closed for any purpose, the Company will not
be required to make delivery of certificates for shares purchasable upon such
transfer until the date of the reopening of said transfer books.
Every holder of this Warrant Certificate by accepting the same
consents and agrees with the Company, the Warrant Agent, and with every other
holder of a Warrant Certificate that:
(a) this Warrant Certificate is transferable on the registry books
of the Warrant Agent only upon the terms and conditions set forth in the
Warrant Agreement, and
(b) the Company and the Warrant Agent may deem and treat the person
in whose name this Warrant Certificate is registered as the absolute owner
hereof (notwithstanding any notation of ownership or other writing thereon
made by anyone other than the Company or the Warrant Agent) for all purposes
whatever and neither the Company nor the Warrant Agent will be affected by
any notice to the contrary.
The Company may not be required to issue or deliver any certificate
for shares of Common Stock or other securities upon the exercise of Warrants
evidenced by this Warrant Certificate until any tax which may be payable in
respect thereof by the holder of this Warrant Certificate pursuant to the
Warrant Agreement will have been paid, such tax being payable by the holder
of this Warrant Certificate at the time of surrender.
This Warrant Certificate will not be valid or obligatory for any
purpose until it will have been countersigned by the Warrant Agent.
WITNESS the facsimile signatures of the proper officers of the
Company and its corporate seal.
Dated:
------------------------
U.S. LABORATORIES INC.
By:
---------------------------
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Chief Executive Officer
Attest:
-----------------------
▇▇▇▇▇ ▇. Wait
Secretary
Countersigned:
By:
---------------------------
-20-
EXERCISE FORM
To Be Executed by the Registered Holder in order to Exercise Warrant
The undersigned Registered Holder hereby irrevocably elects to
exercise ___________ Warrants represented by this Warrant Certificate, and to
purchase the securities issuable upon the exercise of such Warrants, and
requests that certificates for such securities will be issued in name of
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
--------------------------
--------------------------
--------------------------
(please print or type name and address)
and be delivered to
--------------------------
--------------------------
--------------------------
(please print or type name and address)
and if the number of exercised Warrants is not all the Warrants evidenced by
this Warrant Certificate, that a new Warrant Certificate for the balance of
the Warrants be registered in the name of, and delivered to, the Registered
Holder at the address stated below.
Important: Please Complete the Following:
1. If the exercise of this Warrant was solicited by Cardinal Capital
Management, Inc., ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ LLC, or FAS Wealth Management Services,
Inc., please check the following box. / /
2. The exercise of this Warrant was solicited by ____________________________.
-21-
3. If the exercise of this Warrant was not solicited, please check the
following box. / /
Dated:
-------------------------- ------------------------------
Signature
--------------------------------
--------------------------------
Address
--------------------------------
Social Security or Taxpayer
Identification Number
--------------------------------
Signature Guaranteed
-22-
ASSIGNMENT
To be Executed by the Registered Holder in Order to Assign Warrants
FOR VALUE RECEIVED, __________________, hereby sells, assigns and transfers unto
Please insert Social Security
or other Identifying Number
------------------------------
------------------------------
------------------------------
(please print or type name and address)
______________________ of the Warrants represented by this Warrant
Certificate, and hereby irrevocably constitutes and appoints
________________________________ as its/his/her attorney-in-fact to transfer
this Warrant Certificate on the books of the Company, with full power of
substitution in the premises.
Dated:
----------------------- ------------------------------------
Signature Guaranteed
The signature to the assignment or the exercise form must
correspond to the name as written upon the face of this warrant certificate
in every particular, without alteration or enlargement or any change
whatsoever and must be guaranteed by a bank, broker, dealer, credit union,
savings association or other entity which is a member in good standing of the
securities transfer agents medallion program.
-----------------------------
Authorized Officer
-23-
