Warrant to Purchase 160,000
Shares of Common Stock
REPRESENTATIVE'S WARRANT
------------------------
Dated: ___________, ___, 1997
THIS CERTIFIES THAT X.X. Xxxxxx & Co., Inc. (herein sometimes called
the "Holder" or the "Representative") is entitled to purchase from VOTAN
CORPORATION, a Delaware corporation (the "Company"), at the price and during
the period as hereinafter specified, up to One Hundred Sixty Thousand (160,000)
shares of common stock, no par value per share (the "Common Stock") at a
purchase price of $_____ (120% of the initial public offering price) per share,
subject to adjustment as described below, at any time during the four-year
period commencing one (1) year from the effective date of the Registration
Statement (the "Effective Date").
This Representative's Warrant (the "Representative's Warrant") is
issued pursuant to an Underwriting Agreement between the Company and X.X.
Xxxxxx & Co., Inc. in connection with a public offering, through the
Representative, of 1,600,000 shares of Common Stock as therein described (and
up to 240,000 additional shares of Common Stock covered by an over-allotment
option granted by the Company to the Representative), and in consideration of
$5.00 received by the Company for the Representative's Warrant. Except as
specifically otherwise provided herein, the Common Stock issued pursuant to the
Representative's Warrant shall bear the same terms and conditions as described
under the caption "Description of Securities" in the Registration Statement on
Form S-1, File No. 333-7137 (the "Registration Statement") except that the
Holder shall have registration rights under the Securities Act of 1933, as
amended (the "Act"), for issuance pursuant thereto, the Representative's
Warrant and the Common Stock issuable pursuant thereto, as more fully described
in paragraph 6 herein.
1. The rights represented by the Representative's Warrant shall be
exercised at the price, subject to adjustment in accordance with Section 8
hereof (the "Exercise Price"), and during the periods as follows:
(a) During the period from the Effective Date to and through
___________ ___, 1998 (the "First Anniversary Date"),
inclusive, the Holder shall have no right to purchase any
Common Stock hereunder, except that in the event of any merger,
consolidation or sale of substantially all the assets of the
Company as an entirety prior to the First Anniversary Date
(other than (i) a merger or consolidation in which the Company
is the continuing corporation and which does not result in any
reclassification or reorganization of any outstanding shares of
Common Stock or (ii) any sale/leaseback, mortgage or other
financing transaction), the Holder shall have the right to
exercise the Representative's Warrant concurrently with such
event and into the kind and amount of shares of stock and other
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securities and property (including cash) receivable by a holder
of the number of shares of Common Stock into which the
Representative's Warrant were exercisable immediately prior
thereto.
(b) Between ___________ ___, 1998 and ___________ ___, 2002, (five
(5) years from the Effective Date, i.e. the "Expiration Date")
inclusive, the Holder shall have the option to purchase Common
Stock hereunder at a price of $_____ per share (120% of public
offering price per share).
(c) After the Expiration Date, the Holder shall have no right to
purchase any Common Stock hereunder.
2. (a) The rights represented by the Representative's Warrant may be
exercised at any time within the periods above specified, in whole or in part,
by (i) the surrender of the Representative's Warrant (with the purchase form at
the end hereof properly executed) at the principal executive office of the
Company (or such other office or agency of the Company as it may designate by
notice in writing to the Holder at the address of the Holder appearing on the
books of the Company); (ii) payment to the Company of the exercise price then
in effect for the number of shares of Common Stock specified in the
above-mentioned purchase form together with applicable stock transfer taxes, if
any; and (iii) delivery to the Company of a duly executed agreement signed by
the person(s) designated in the purchase form to the effect that such person(s)
agree(s) to be bound by the provisions of paragraph 6 and subparagraphs (b),
(c) and (d) of paragraph 7 hereof. The Representative's Warrant shall be deemed
to have been exercised, in whole or in part to the extent specified,
immediately prior to the close of business on the date the Representative's
Warrant is surrendered and payment is made in accordance with the foregoing
provisions of this paragraph 2, and the person or persons in whose name or
names the certificates for shares of Common Stock shall be issuable upon such
exercise shall become the holder or holders of record of such Common Stock at
that time and date. The Common Stock and the certificates for the Common Stock
so purchased shall be delivered to the Holder within a reasonable time, not
exceeding ten (10) business days, after the rights represented by this
Representative's Warrant shall have been so exercised.
(b) Notwithstanding anything to the contrary contained in paragraph
2(a), the Holder may elect to exercise this Representative's Warrant in whole
or in part by receiving shares of Common Stock equal to the value (as
determined below) of this Representative's Warrant, or any part hereof, upon
surrender of the Representative's Warrant at the principal office of the
Company together with notice of such election in which event the Company shall
issue to the Holder a number of shares of Common Stock computed using the
following formula:
X = Y(A-B)
------
A
Where X = the number of shares of Common Stock to be issued to the
Holder;
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Y = the number of shares of Common Stock to be exercised under
this Representative's Warrant (the "Shares");
A = the current fair market value of one share of Common Stock;
B = the Exercise Price of the Representative's Warrant;
As used herein, current fair market value of Common Stock shall
mean with respect to each share of Common Stock the average of the
closing prices of the Company's Common Stock sold on the principal
national securities exchanges on which the Common Stock is at the
time admitted to trading or listed, or, if there have been no sales
of any such exchange on such day, the average of the highest bid
and lowest ask price on such day as reported by NASDAQ, or any
similar organization if NASDAQ is no longer reporting such
information, either (i) on the date which the form of election is
deemed to have been sent to the Company (the "Notice Date") or (ii)
over a period of five (5) trading days preceding the Notice Date,
whichever of (i) or (ii) is greater. If on the date for which
current fair market value is to be determined the Common Stock is
not listed on any securities exchange or quoted in the NASDAQ
System or the over-the-counter market, the current fair market
value of Common Stock shall be the highest price per share which
the Company could then obtain from a willing buyer (not a current
employee or director) for shares of Common Stock sold by the
Company, from authorized but unissued shares, as determined in good
faith by the Board of Directors of the Company, unless prior to
such date the Company has become subject to a binding agreement for
a merger, acquisition or other consolidation pursuant to which the
Company is not the surviving party, in which case the current fair
market value of the Common Stock shall be deemed to be the value to
be received by the holders of the Company's Common Stock for each
share thereof pursuant to the Company's acquisition.
3. The Representative's Warrant shall not be transferred, sold,
assigned, or hypothecated for a period of one year commencing on the Effective
Date except that it may be transferred to successors of the Holder, and may be
assigned in whole or in part to any person who is an officer of the Holder to
any members of the selling group and/or the officers or partners thereof during
such period. This Representative's Warrant must be executed immediately upon
its transfer at any time after one year from the Effective Date, and if not so
executed, shall lapse. Any such assignment shall be effected by the Holder by
(i) executing the form of assignment at the end hereof and (ii) surrendering
the Representative's Warrant for cancellation at the office or agency of the
Company referred to in paragraph 2 hereof, accompanied by a certificate (signed
by an officer of the Holder if the Holder is a corporation) stating that each
transferee is a permitted transferee under this paragraph 3; whereupon the
Company shall issue, in the name or names specified by the Holder (including
the Holder), a new Representative's Warrant or Warrants of like tenor and
representing in the aggregate rights
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to purchase the same number of shares of Common Stock as are purchasable
hereunder at such time.
4. The Company covenants and agrees that all shares of Common Stock
which may be purchased hereunder will, upon issuance and delivery against
payment therefor of the requisite purchase price, be duly and validly issued,
fully paid and nonassessable. The Company further covenants and agrees that,
during the periods within which the Representative's Warrant may be exercised,
the Company will at all times have authorized and reserved a sufficient number
of shares of its Common Stock to provide for the exercise of the
Representative's Warrant.
5. The Representative's Warrant shall not entitle the Holder to any
voting rights or other rights, including without limitation notice of meetings
of other actions or receipt of dividends, as a stockholder of the Company.
6. (a) The Company shall advise the Holder or its permitted
transferee, whether the Holder holds the Representative's Warrant or has
exercised the Representative's Warrant and holds shares of Common Stock related
thereto, by written notice at least four weeks prior to the filing of any new
registration statement thereto under the Act, or the filing of a notification
on Form 1-A under the Act for a public offering of securities, covering any
securities of the Company, for its own account or for the account of others,
except for any registration statement filed on Form S-4 or S-8 (or other
comparable form), and will, during the five (5) year period from the Effective
Date, upon the request of the Holder, include in any such new registration
statement (or notification as the case may be) such information as may be
required to permit a public offering of, all or any of the shares of Common
Stock underlying the Representative's Warrant (the "Registrable Securities").
For so long as the Representative's Warrant remains outstanding the Company
currently intends to file post-effective amendments to the Registration
Statement (or any new registration statement filed by the Company) setting
forth or otherwise relating certain information contained in the then most
recent quarterly report on Form 10-Q or annual report on Form 10-K filed by the
Company (each such post-effective amendment, a "Quarterly Amendment"). The
parties hereby agree that if at any time during such five (5) year period the
Company receives written notice from the Holder at least two weeks prior to the
filing of any such Quarterly Amendment indicating such Xxxxxx's intention to
offer Registrable Securities in such Quarterly Amendment, the Company will
include in such Quarterly Amendment such information as may be required to
permit a public offering of such Registrable Securities. The delivery by the
Holder of any such notice shall not constitute a demand made pursuant to
Section 6(b). The Company shall supply prospectuses and such other documents as
the Holder may reasonably request in order to facilitate the public sale or
other disposition of the Registrable Securities, use its best efforts to
register and qualify any of the Registrable Securities for sale in such states
(i) as such Holder designates and (ii) with respect to which the Company
obtained a qualification in connection with its initial public offering; and do
any and all other acts and things which may be necessary or desirable to enable
such Holder to consummate the public sale or other disposition of the
Registrable Securities, all at no expense to the Holder or the Representative
(other than sales commissions, underwriting discounts or commissions, or other
expenses of such sale), and furnish indemnification in the manner
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provided in paragraph 7 hereof. The Holder shall furnish information and
indemnification as set forth in paragraph 7.
(b) At any time during the four (4) year period beginning one (1)
year after the Effective Date, a 50% Holder (as defined below) may request, on
up to an aggregate of two occasions, that the Company register under the Act
any and all of the Registrable Securities held by such 50% Holder. Upon the
receipt of any such notice, the Company will promptly, but no later than four
weeks after receipt of such notice, file a post-effective amendment to the
current Registration Statement or a new registration statement pursuant to the
Act, so that such designated Registrable Securities may be publicly sold under
the Act as promptly as practicable thereafter and the Company will use
reasonable efforts to cause such registration to become and remain effective
(including the taking of such reasonable steps as are necessary to obtain the
removal of any stop order) within 120 days after the receipt of such notice,
provided, that such Holder shall furnish the Company with appropriate
information in connection therewith as the Company may reasonably request in
writing. The 50% Holder may, at its option, request the registration of any of
the Common Stock underlying the Representative's Warrant in a registration
statement made by the Company as contemplated by Section 6(a) or in connection
with a request made pursuant to this Section 6(b) prior to acquisition of the
shares of Common Stock issuable upon exercise of the Representative's Warrant.
The 50% Holder may, at its option, request such post-effective amendment or new
registration statement during the described period with respect to the
Representative's Warrant, and such registration rights may be exercised by the
50% Holder prior to or subsequent to the exercise of the Representative's
Warrant. Within ten days after receiving any such notice pursuant to this
subsection (b) of paragraph 6, the Company shall give notice to any other
Holders of the Representative's Warrant, advising that the Company is
proceeding with such post-effective amendment or registration statement and
offering to include therein the securities underlying that part of the Warrant
held by the other Holders, provided that they shall furnish the Company with
such appropriate information (relating to the intentions of such Holders) in
connection therewith as the Company shall reasonably request in writing. All
costs and expenses of the first post-effective amendment or new registration
statement shall be borne by the Company, except that the Holder(s) shall bear
the fees of their own counsel and any other advisors retained by them and any
underwriting discounts or commissions applicable to any of the securities sold
by them. All costs and expenses of the second such post-effective amendment or
new registration statement shall be borne by the Holder(s). The Company will
use its best efforts to maintain such registration statement or post-effective
amendment current under the Act for a period of at least six months (and for up
to an additional three (3) months if so requested by the Holder(s)) from the
effective date thereof. The Company shall supply prospectuses, and such other
documents as the Holder(s) may reasonably request in order to facilitate the
public sale or other disposition of the Registrable Securities, use its best
efforts to register and qualify any of the Registrable Securities for sale in
such states (i) as such Holder(s) designate and (ii) with respect to which the
Company obtained a qualification in connection with its initial public offering
and furnish indemnification in the manner provided in paragraph 7 hereof.
Notwithstanding the foregoing set forth in this paragraph 6(b), the Company
shall not be required to include in any registration statement any Registration
Securities which in the opinion of counsel to the Company (which opinion is
reasonably acceptable to counsel to the Representative) would be saleable
5
immediately without restriction under Rule 144 (or its successor) if the
Representative's Warrant was exercised pursuant to paragraph 2(b) herein.
(c) The term "50% Holder" as used in this paragraph 6 shall mean
the Holder(s) of at least 50% of the Representative's Warrant and/or the Common
Stock underlying the Representative's Warrant (considered in the aggregate).
7. (a) Whenever pursuant to paragraph 6 a registration statement
relating to any Common Stock issued upon exercise of the Representative's
Warrant is filed under the Act, amended or supplemented, the Company will
indemnify and hold harmless each Holder of the Common Stock covered by such
registration statement, amendment or supplement (such Holder being hereinafter
called the "Distributing Holder"), and each person, if any, who controls
(within the meaning of the Act) the Distributing Holder, and each underwriter
(within the meaning of the Act) of such Common Stock and each person, if any,
who controls (within the meaning of the Act) any such underwriter, against any
losses, claims, damages or liabilities, joint or several, to which the
Distributing Holder, any such controlling person or any such underwriter may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities, or actions in respect thereof, arise out of or are
based upon any untrue statement or alleged untrue statement of any material
fact contained in any such registration statement as declared effective or any
final prospectus constituting a part thereof or any amendment or supplement
thereto, or arise out of or are based upon the omission or the alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading and will reimburse the Distributing
Holder or such controlling person or underwriter for any legal or other expense
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that the
Company will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission made in said
registration statement, said preliminary prospectus, said final prospectus or
said amendment or supplement in reliance upon and in conformity with written
information furnished by such Distributing Holder or any other Distributing
Holder for use in the preparation thereof and provided further, that the
indemnity agreement provided in this Section 7(a) with respect to any
preliminary prospectus shall not inure to the benefit of any Distributing
Holder, controlling person of such Distributing Holder, underwriter or
controlling person of such underwriter from whom the person asserting any
losses, claims, charges, liabilities or litigation based upon any untrue
statement or alleged untrue statement of a material fact or omission or alleged
omission to state therein a material fact, received such preliminary
prospectus, if a copy of the prospectus in which such untrue statement or
alleged untrue statement or omission or alleged omission was corrected has not
been sent or given to such person within the time required by the Act and the
Rules and Regulations thereunder.
(b) The Distributing Holder will indemnify and hold harmless the
Company, each of its directors, each of its officers who have signed said
registration statement and such amendments and supplements thereto, and each
person, if any, who controls the Company (within the meaning of the Act)
against any losses, claims, damages or liabilities, joint or several, to which
the Company or any such director, officer or controlling person may become
6
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities, or actions in respect thereof, arise out of or are based upon any
untrue or alleged untrue statement of any material fact contained in said
registration statement, said preliminary prospectus, said final prospectus, or
said amendment or supplement, or arise out of or are based upon the omission or
the alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each
case to the extent, but only to the extent, that such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in said registration statement,
said preliminary prospectus, said final prospectus or said amendment or
supplement in reliance upon and in conformity with written information
furnished by such Distributing Holder for use in the preparation thereof; and
will reimburse the Company or any such director, officer or controlling person
for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action.
(c) Promptly after receipt by an indemnified party under this
paragraph 7 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against any indemnifying
party, give the indemnifying party notice of the commencement thereof, but the
omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise than under this
paragraph 7.
(d) In case any such action is brought against any indemnified
party, and it notifies an indemnifying party of the commencement hereof, the
indemnifying party will be entitled to participate in and, to the extent that
it may wish, jointly with any other indemnifying party similarly notified, to
assume the defense thereof, with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
paragraph 7 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.
8. The Exercise Price in effect at the time and the number and kind of
securities purchasable upon the exercise of this Representative's Warrant shall
be subject to adjustment from time to time upon the happening of certain events
as follows:
(a) In case the Company shall (i) declare a dividend or make a
distribution on its outstanding shares of Common Stock in shares of Common
Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into
a greater number of shares, (iii) combine or reclassify its outstanding shares
of Common Stock into a smaller number of shares, or (iv) enter into any
transaction whereby the outstanding shares of Common Stock of the Company are
at any time changed into or exchanged for a different number or kind of shares
or other security of the Company or of another corporation through
reorganization, merger, consolidation, liquidation or recapitalization, then
appropriate adjustments in the number of Shares (or other securities for which
such Shares have previously been exchanged or converted) subject to this
Representative's Warrant shall be made and the Exercise Price in effect at the
time of the record date for such dividend or distribution or of the effective
date of such subdivision, combination,
7
reclassification, reorganization, merger, consolidation, liquidation or
recapitalization shall be proportionately adjusted so that the Holder of this
Representative's Warrant exercised after such date shall be entitled to receive
the aggregate number and kind of Shares which, if this Representative's Warrant
had been exercised by such Holder immediately prior to such date, he would have
been entitled to receive upon such dividend, distribution, subdivision,
combination, reclassification, reorganization, merger, consolidation,
liquidation or recapitalization. For example, if the Company declares a 2 for 1
stock distribution and the Exercise Price hereof immediately prior to such
event was $_____ per share and the number of Shares purchasable upon exercise
of this Representative's Warrant was ___________, the adjusted Exercise Price
immediately after such event would be $_____ per Share and the adjusted number
of Shares purchasable upon exercise of this Representative's Warrant would be
__________. Such adjustment shall be made successively whenever any event
listed above shall occur.
(b) In case the Company shall fix a record date for the issuance of
rights or warrants to all holders of its Common Stock entitling them to
subscribe for or purchase shares of Common Stock (or securities convertible
into Common Stock) at a price (the "Subscription Price") (or having a
conversion price per share) less than the Exercise Price on a per share basis
(the "Per Share Exercise Price") on such record date, the Exercise Price shall
be adjusted so that the same shall equal the price determined by multiplying
the Per Share Exercise Price in effect immediately prior to the date of
issuance by a fraction, the numerator of which shall be the sum of the number
of shares outstanding on the record date mentioned below and the number of
additional shares of Common Stock which the aggregate offering price of the
total number of shares of Common Stock so offered (or the aggregate conversion
price of the convertible securities so offered) would purchase at the Per Share
Exercise Price in effect immediately prior to the date of such issuance, and
the denominator of which shall be sum of the number of shares of Common Stock
outstanding on the record date mentioned below and the number of additional
shares of Common Stock offered for subscription or purchase (or into which the
convertible securities so offered are convertible). Such adjustment shall be
made successively whenever such rights or warrants are issued and shall become
effective immediately after the record date for the determination of
shareholders entitled to receive such rights or warrants; and to the extent
that shares of Common Stock are not delivered (or securities convertible into
Common Stock are not delivered) after the expiration of such rights or warrants
the Exercise Price shall be readjusted to the Exercise Price which would then
be in effect had the adjustments made upon the issuance of such rights or
warrants been made upon the basis of deliver of only the number of shares of
Common Stock (or securities convertible into Common Stock) actually delivered.
(c) In case the Company shall hereafter distribute to all holders
of its Common Stock evidences of its indebtedness or assets (excluding cash
dividends or distributions and dividends or distributions referred to in
Subsection (a) above) or subscription rights or warrants (excluding those
referred to in Subsection (b) above, then in each such case the Exercise Price
in effect thereafter shall be determined by multiplying the Per Share Exercise
Price in effect immediately prior thereto by a fraction, the numerator of which
shall be the total number of shares of Common Stock then outstanding multiplied
by the current market price per share of Common Stock (as defined in Subsection
(e) below), less the fair market value (as determined by the Company's Board of
Directors) of said assets, or evidences of indebtedness so distributed or of
such rights or warrants, and the denominator of which shall be the total number
of shares
8
of Common Stock outstanding multiplied by such current market price per share
of Common Stock. Such adjustment shall be made whenever any such distribution
is made and shall become effective immediately after the record date for the
determination of shareholders entitled to receive such distribution.
(d) Whenever the Exercise Price payable upon exercise of the
Representative's Warrant is adjusted pursuant to Subsections (a), (b) or (c)
above, the number of Shares purchasable upon exercise of this Representative's
Warrant shall simultaneously be adjusted by multiplying the number of Shares
issuable upon exercise of this Representative's Warrant by the Exercise Price
in effect on the date hereof and dividing the product so obtained by the
Exercise Price, as adjusted.
(e) For the purpose of any computation under Subsection (c) above,
the current market price per share of Common Stock at any date shall be deemed
to be the average of the daily closing prices of the Common Stock for 30
consecutive business days before such date. The closing price for each day
shall be the last sale price regular way or, in case no such reported sale
takes place on such day, the average of the last reported bid and asked prices
regular way, in either case on the principal national securities exchange on
which the Common Stock is admitted to trading or listed, or, if not listed or
admitted to trading on such exchange, the average of the highest reported bid
and lowest reported asked prices as reported by NASDAQ, or other similar
organization if NASDAQ is no longer reporting such information, or if not so
available, the fair market price as determined by the Board of Directors.
(f) No adjustment in the Exercise Price shall be required unless
such adjustment would require an increase or decrease of at least five cents
($0.05) in such price; provided, however, that any adjustments which may by
reason of this Subsection (f) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment required to be made
hereunder. All calculations under this Section 8 shall be made to the nearest
cent or to the nearest one-hundredth of a share, as the case may be. Anything
in this Section 8 to the contrary notwithstanding, the Company shall be
entitled, but shall not be required, to make such changes in the Exercise
Price, in addition to those required by this Section 8, as it shall determine,
in its sole discretion, to be advisable in order that any dividend or
distribution in shares of Common Stock, or any subdivision, reclassification or
combination of Common Stock, hereafter made by the Company shall not result in
any Federal income tax liability to the holders of the Common Stock or
securities convertible into Common Stock.
(g) Whenever the Exercise Price is adjusted, as herein provided,
the Company shall promptly cause a notice setting forth the adjusted Exercise
Price and adjusted number of Shares issuable upon exercise of the
Representative's Warrant to be mailed to the Holder, at its address set forth
herein, and shall cause a certified copy thereof to be mailed to the Company's
transfer agent, if any. The Company may retain a firm of independent certified
public accountants selected by the Board of Directors (who may be the regular
accountants employed by the Company) to make any computation required by this
Section 8, and a certificate signed by such firm shall be conclusive evidence
of the correctness of such adjustment.
9
(h) In the event that at any time, as a result of an adjustment
made pursuant to the provisions of this Section 8, the Holder of the
Representative's Warrant thereafter shall become entitled to receive any shares
of the Company other than Common Stock, thereafter the number of such other
shares so receivable upon exercise of the Representative's Warrant shall 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 Subsections (a) to (f), inclusive, above.
9. This Agreement shall be governed by and in accordance with the laws
of the State of New York without regard to conflict of laws provision.
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IN WITNESS WHEREOF, VOTAN CORPORATION has caused this Representative's
Warrant to be signed by its duly authorized officers under its corporate seal,
and this Representative's Warrant to be dated ____________ ___, 1997.
VOTAN CORPORATION
By:
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Xxxx X. Xxxxx
President, Chief Executive Officer and
Chairman of the Board
(Corporate Seal)
Attest:
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Xxxxxxx X. Xxxx
Executive Vice President and
Director
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PURCHASE FORM
(To be signed only upon exercise of Warrant)
The undersigned, the holder of the foregoing Representative's Warrant,
hereby irrevocably elects to exercise the purchase rights represented by such
Warrant for, and to purchase thereunder, _______________ shares of no par value
Common Stock of VOTAN CORPORATION, and herewith makes payment of $_______
therefor, and requests that the certificates for the shares of Common Stock be
issued in the name(s) of, and delivered to ________________________, whose
address(es) is (are):
Dated: , 19
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By:
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Address
TRANSFER FORM
(To be signed only upon transfer of Warrant)
For value received, the undersigned hereby sells, assigns, and
transfers unto ______________________________ the right to purchase shares of
Common Stock represented by the foregoing Representative's Warrant to the
extent of __________ shares of no par value Common Stock, and appoints
_________________________ attorney to transfer such rights on the books of
_________________ ____________, with full power of substitution in the
premises.
Dated: , 19
---------------- --
By:
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Address
In the presence of:
