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EXHIBIT 4.3.2
THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER: (A) THE SECURITIES ACT OF 1933, AS
AMENDED, IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN SECTIONS
3 AND 4 OF SUCH ACT AND REGULATION D PROMULGATED THEREUNDER; OR (B) ANY STATE
SECURITIES LAWS IN RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER. THESE
SECURITIES MUST BE ACQUIRED FOR INVESTMENT ONLY FOR THE ACCOUNT OF THE INVESTOR
AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
OF THEM UNDER SUCH ACT AND ALL OTHER APPLICABLE SECURITIES LAWS OR AN OPINION OF
COUNSEL ACCEPTABLE TO THE CORPORATION OR ITS REPRESENTATIVES THAT SUCH SALE OR
TRANSFER WOULD NOT VIOLATE APPLICABLE SECURITIES LAWS OR REGULATIONS.
WARRANT NO. TO PURCHASE
------------- SHARES OF COMMON STOCK
(NO PAR VALUE)
CLASS "H" WARRANT TO PURCHASE SHARES
OF COMMON STOCK OF
PROBEX CORP.
(A COLORADO CORPORATION)
PURCHASE PRICE PER SHARE: $0.50
EXPIRATION DATE: 5:00 P.M., DENVER, COLORADO TIME, ON APRIL 26, 2001
THIS CERTIFIES that, for value received,
is the registered owner and is entitled, subject to the terms and conditions of
this Warrant, until the Expiration Date, to purchase the number of shares set
forth above of the Common Stock, no par value (the "Common Stock"), of Probex
Corp. (the "Corporation") from the Corporation at the purchase price set forth
above. The number of shares of Common Stock that may be received upon the
exercise of the Warrants and the price to be paid for each share of Common Stock
are subject to adjustment from time to time as hereinafter set forth.
Section 1. EXERCISE OF WARRANTS. Subject to the provisions hereof, the
Warrants may be exercised in whole or in part until the Expiration Date, by
delivery of this Warrant to the Corporation with the exercise form duly executed
and payment of the purchase price (in cash or by certified or bank cashier's
check payable to the order of the Corporation) for each share purchased.
Section 2. CORPORATION'S COVENANTS AS TO COMMON STOCK. Shares
deliverable on the exercise of this Warrant shall, at delivery, be fully paid
and non-assessable, free from taxes, liens, and charges with respect to their
purchase. The Corporation shall at all times reserve and hold available
sufficient shares of Common Stock to satisfy all conversion and purchase rights
of outstanding convertible securities, options and warrants.
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CLASS "H" WARRANT NO. PAGE 2
Section 3. METHOD OF EXERCISE; FRACTIONAL SHARES. The purchase rights
represented by this Warrant are exercisable at the option of the registered
owner in whole at any time, or in part, from time to time, within the period
above specified, provided, however, that purchase rights are not exercisable
with respect to a fraction of a share of Common Stock. In lieu of issuing a
fraction of a share remaining after exercise of this Warrant as to all full
shares covered hereby, the Corporation shall either (1) pay therefor cash equal
to the same fraction of the then current Warrant purchase price per share or, at
its option, (2) issue scrip for the fraction, in registered or bearer form
approved by the board of directors of the Corporation, which shall entitle the
holder to receive a certificate for a full share of Common Stock on surrender of
scrip aggregating a full share. Scrip may become void after a reasonable period
(but not less than six months after the expiration date of this Warrant)
determined by the board of directors and specified in the scrip. In case of the
exercise of this Warrant for less than all the shares purchasable, the
Corporation shall cancel the Warrant and execute and deliver a new Warrant of
like tenor and date for the balance of the shares purchasable.
Section 4. ADJUSTMENT OF SHARES PURCHASABLE. The number of shares
purchasable hereunder and the purchase price per share are subject to adjustment
from time to time as specified in this Warrant.
Section 5. LIMITED RIGHTS OF OWNER. This Warrant does not entitle the
owner to any voting rights or other rights as a shareholder of the Corporation,
or to any other rights whatsoever except the rights herein expressed. No
dividends are payable or will accrue on this Warrant or the shares purchasable
hereunder until, and except to the extent that, this Warrant is exercised.
Section 6. EXCHANGE FOR OTHER DENOMINATIONS. This Warrant is
exchangeable, on its surrender by the registered owner to the Corporation, for
new Warrants of like tenor and date representing in the aggregate the right to
purchase the number of shares purchasable hereunder in denominations designated
by the registered owner at the time of surrender.
Section 7. REGISTRATION RIGHTS. "Piggy-back" registration rights
covering the resale of shares of the Common Stock purchased pursuant to this
Warrant shall attach to this Warrant in accordance with a registration rights
agreement to be delivered and executed by the Corporation at such times as
Corporation proposes to register any of the Common Stock under the Securities
Act of 1933, as amended.
Section 8 TRANSFER. Except as otherwise above provided, this Warrant is
transferable only on the books of the Corporation by the registered owner in
person or by attorney, on surrender of this Warrant, properly endorsed. However,
because this Warrant has not been registered under the Securities Act of 1933,
as amended, and applicable state securities laws, this Warrant may not be sold
or transferred in the absence of an effective registration of it under such Act
and all other applicable securities laws or an opinion of counsel acceptable to
the Corporation or its representatives that such sale or transfer would not
violate applicable securities laws or regulations. Any Common Stock purchased
upon exercise of this Warrant shall also be subject to the same restrictions on
transfer and will contain the same transfer legend found on the face of this
Warrant.
Section 9 RECOGNITION OF REGISTERED OWNER. Prior to due presentment for
registration of transfer of this Warrant, the Corporation may treat the
registered owner as the person exclusively entitled to receive notices and
otherwise to exercise rights hereunder.
Section 10. EFFECT OF STOCK SPLIT, ETC. If the Corporation, by stock
dividend, split, reverse split, reclassification of shares, or otherwise,
changes as a whole the outstanding Common Stock into a different number or class
of shares, then:
(a) the number and class of shares so changed shall, for the purposes
of this Warrant, replace the shares outstanding immediately prior to the change;
and
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CLASS "H" WARRANT NO. PAGE 3
(b) the Warrant purchase price in effect, and the number of shares
purchasable under this Warrant, immediately prior to the date upon which the
change becomes effective, shall be proportionately adjusted (the price to the
nearest cent). Irrespective of any adjustment or change in the Warrant purchase
price or the number of shares purchasable under this or any other Warrant of
like tenor, the Warrants theretofore and thereafter issued may continue to
express the Warrant purchase price per share and the number of shares
purchasable as were expressed in the Warrants when initially issued.
Section 11. EFFECT OF MERGER, ETC. If the Corporation consolidates with
or merges into another corporation, the registered owner shall thereafter be
entitled on exercise to purchase, with respect to each share of Common Stock
purchasable hereunder immediately before the consolidation or merger becomes
effective, the securities or other consideration to which a holder of one share
of Common Stock is entitled in the consolidation or merger to assure that all
the provisions of this Warrant shall thereafter be applicable, as nearly as
reasonably may be, to any securities or other consideration so deliverable on
exercise of this Warrant. The Corporation shall not consolidate or merge unless,
prior to consummation, the successor corporation (if other than the Corporation)
assumes the obligations of this Section 10 by written instrument executed and
mailed to the registered owner at the address of the owner on the books of the
Corporation. A sale or lease of all or substantially all the assets of the
Corporation for a consideration (apart from the assumption of obligations)
consisting primarily of securities is a consolidation or merger for the
foregoing purposes.
Section 12. NOTICE OF ADJUSTMENT. On the happening of an event
requiring an adjustment of the Warrant purchase price or the shares purchasable
hereunder, the Corporation shall forthwith give written notice to the registered
owner stating the adjusted Warrant purchase price and the adjusted number and
kind of securities or other property purchasable hereunder resulting from the
event and setting forth in reasonable detail the method of calculation and the
facts upon which the calculation is based. The board of directors of the
Corporation, acting in good faith, shall determine the calculation.
Section 13 NOTICE AND EFFECT OF DISSOLUTION, ETC. In case a voluntary
or involuntary dissolution, liquidation, or winding up of the Corporation (other
than in connection with a consolidation or merger covered by Section 10 above)
is at any time proposed, the Corporation shall give at least 10 days' written
notice to the registered owner prior to the record date as of which holders of
Common Stock will be entitled to receive distributions as a result of the
proposed transaction. Such notice shall contain: (1) the date on which the
transaction is to take place; (2) the record date as of which holders of Common
Stock will be entitled to receive distributions as a result of the transaction;
(3) a brief description of the transaction; (4) a brief description of the
distributions to be made to holders of Common Stock as a result of the
transaction; and (5) an estimate of the fair value of the distributions. On the
date of the transaction, if it actually occurs, this Warrant and all rights
hereunder shall terminate.
Section 14. METHOD OF GIVING NOTICE; EXTENT REQUIRED. Notices shall be
given by first class mail, postage prepaid, addressed to the registered owner at
the address of the owner appearing in the records of the Corporation. No notice
to warrant holders is required except as specified in Sections 11 and 12.
Section 15 ACCESS TO INFORMATION. The Company will provide an
opportunity to any registered owner of this Warrant to ask questions of
management of the Company and to obtain information to the extent the Company
has the same in its possession prior to any exercise of the owner's rights to
purchase Common Stock under this Warrant. Requests for information and any other
questions concerning the business and affairs of the Company should be directed
to any officer of the Company at its main business offices.
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CLASS "H" WARRANT NO. PAGE 4
Witness the seal of the Corporation and the signatures of its
authorized officers.
Dated: (Seal) PROBEX CORP.
ATTEST:
__________________________________ By:____________________________
▇▇▇▇ ▇▇▇▇▇▇, Secretary ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
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CLASS "H" WARRANT NO. PAGE 5
TRANSFER FORM
For value received, the undersigned hereby sells, assigns, and
transfers to
Name
----------------------------------
Address
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this Warrant and irrevocable appoints ___________________ attorney (with full
power of substitution) to transfer this Warrant on the books of the Corporation.
Date:
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(Please sign exactly as name appears on Warrant)
Taxpayer ID No.
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In the presence of Signature guaranteed by
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CLASS "H" WARRANT NO. PAGE 6
EXERCISE FORM
The undersigned hereby: (1) irrevocably subscribes for
________________ shares of your Common Stock pursuant to this Warrant, and
encloses payment of $____________________ therefor; (2) requests that a
certificate for the shares be issued in the name of the undersigned and
delivered to the undersigned at the address below; and (3) if such number
of shares is not all of the shares purchasable hereunder, that a new
Warrant of like tenor for the balance of the remaining shares purchasable
hereunder be issued in the name of the undersigned and delivered to the
undersigned at the address below.
Date:
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(Please sign exactly as name appears on Warrant)
Address: __________________________________
Taxpayer ID No. ____________________________
