ADM TRONICS UNLIMITED, INC.
REDEEMABLE COMMON STOCK PURCHASE WARRANT
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"),
AND NEITHER THIS WARRANT NOR SUCH SHARES MAY BE SOLD, ENCUMBERED OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
ACT OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT, AND, IF AN EXEMPTION
SHALL BE APPLICABLE, THE HOLDER SHALL HAVE DELIVERED AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
Void after 5:00 P.M., New York City time, on the last day of the Exercise
Period,as defined below
REDEEMABLE CLASS A COMMON STOCK PURCHASE WARRANT
OF
ADM TRONICS UNLIMITED, INC.
This is to certify that, FOR VALUE RECEIVED, _______________________
("Holder"), is entitled to purchase, subject to the provisions of this
Redeemable Class A Common Stock Purchase Warrant (this "Warrant"), from ADM
Tronics Unlimited, Inc., a Delaware corporation (the "Company"), at an initial
exercise price per share equal to 110% of the closing price of the Company's
Common Stock as reported on the OTC Bulletin Board on the date of the initial
closing of the offering pursuant to which this warrant has been issued (the
"Initial Exercise Price"), subject to adjustment as provided in this Warrant, a
number of shares of the Company's Common Stock, $.0005 par value, (the "Common
Stock") equal to $_____ [principal amount of the Note] divided by the ADMT
Discount Price (as defined below). The shares of Common Stock deliverable upon
such exercise, and as adjusted from time to time, are hereinafter sometimes
referred to as "Warrant Stock," and the exercise price for the purchase of a
share of Common Stock pursuant to this Warrant in effect at any time and as
adjusted from time to time is hereinafter sometimes referred to as the
"Exercise Price."
1. ISSUANCE OF WARRANT. This Warrant is being issued pursuant to that
certain Subscription Agreement dated as of the date hereof between the Company
and the Holder (the "Subscription Agreement"). Capitalized terms used herein
and not otherwise defined shall have the meanings ascribed thereto in the
Subscription Agreement. In addition the following terms have the meanings set
forth below:
"AAN Warrant" shall mean the Warrant for the purchase of _____ [for
each Unit sold in the Offering a warrant to purchase 12,048 shares of AAN
common stock shall be issued] shares of common stock of AA Northvale Medical
Associates, Inc., a New Jersey corporation, ("AAN") which was issued to the
Holder concurrently with the issuance of the ADMT Warrant. The AAN Warrant is
sometimes referred to herein as the "Corresponding AAN Warrant."
"ADMT Discount Price" means $0.29 per share.
"ADMT Warrant" means this Warrant for the purchase of the number of
shares of Common Stock of the Company.
"Approved Market" shall mean any public market in the United States
on which the AAN Common Stock is trading (it being understood that the Pink
Sheets Quotation Service shall not qualify as an Approved Market for these
purposes).
"Closing Price" shall mean the last sale price of the Company's
Common Stock as reported on the OTC Bulletin Board or any other public market
on which the Company's Common Stock is then trading.
"Convertible Securities" shall mean evidences of indebtedness,
shares of stock or other securities, which are convertible into or
exchangeable, with or without payment of additional consideration in cash or
property, for shares of Common Stock, either immediately or upon the occurrence
of a specified date or a specified event.
"Exercise Period" shall mean the period commencing on March 1, 2005
and ending at 5:00 p.m., eastern time on December 31, 2009.
"Offering" shall mean the joint offering of units by the Company
and AAN pursuant to a confidential private placement memorandum dated May 20,
2004, as amended and supplemented ("PPM").
"Permitted Issuances" shall mean: (i) Common Stock issued pursuant
to a stock split or subdivision, (ii) Common Stock issuable or issued to
employees, consultants or directors of the Company directly or pursuant to a
stock plan or other compensation arrangement approved by the Board of Directors
of the Company, provided; however, that such issuances, in the aggregate, shall
be less than 5,188,203 shares of ADMT for a period of one year from the date
hereof, (iii) Common Stock issued or issuable upon conversion of the Warrants
or any other securities exercisable or exchangeable for, or convertible into
shares of Common Stock outstanding as of May 20, 2004, and (iv) shares of
Common Stock issued or issuable in a transaction approved in advance by the
holders of more than 50% of the then outstanding Warrants.
2. EXERCISE OF WARRANT/REGISTRATION RIGHTS.
(a) This ADMT Warrant may be exercised in whole or in part at any time
or from time to time during the Exercise Period; provided, however, that the
Warrant may only be exercised during such time as the shares of Common Stock
underlying the Warrant are registered for resale with the SEC. The Warrant
shall be exercised by presentation and surrender of this ADMT Warrant and a
proportionate number of the Corresponding AAN Warrants to the Company at its
principal office, or at the office of its stock transfer agent, if any, with
the Purchase Form annexed to this ADMT Warrant duly executed and accompanied by
payment of the Exercise Price for the number of shares of Common Stock
specified in the Purchase Form (the Holder will receive no consideration for
the surrender of all or any portion of the Corresponding AAN Warrants). If
this ADMT Warrant should be exercised in part only, the Company shall, upon
surrender of this ADMT Warrant (and a proportionate number of the Corresponding
AAN Warrants) for cancellation, execute and deliver a new ADMT Warrant (and a
proportionate number of Corresponding AAN Warrants) evidencing the rights of
the Holder hereof to purchase the balance of the shares of Common Stock
purchasable hereunder. Upon receipt by the Company of this ADMT Warrant at its
office, or by the stock transfer agent of the Company at its office, in proper
form for exercise, the Holder shall be deemed to be the holder of record of the
shares of Common Stock issuable upon such exercise, notwithstanding that the
stock transfer books of the Company shall then be closed or that certificates
representing such shares of Common Stock shall not then be actually delivered
to the Holder. As soon as practicable after each exercise of this Warrant, in
whole or in part, and in any event within three (3) business days thereafter,
the Company at its expense (including the payment by it of any applicable issue
taxes) will cause to be issued in the name of and delivered to the Holder
hereof or, subject to Section 6 hereof, as the Holder (upon payment by the
Holder of any applicable transfer taxes) may direct a certificate or
certificates for the number of duly authorized, validly issued, fully paid and
nonassessable shares of Common Stock to which the Holder shall be entitled upon
exercise plus, in lieu of any fractional share to which the Holder would
otherwise be entitled, all issuances of Common Stock shall be rounded up to the
nearest whole share.
(b) Upon the listing of: (i) the AAN Common Stock on an Approved
Market, and (ii) the registration of the resale of the AAN Common Stock
underlying the AAN Warrants with the SEC, all ADMT Warrants shall immediately
expire without any value to the holder of ADMT Warrants.
(c) The Holder hereof is hereby granted a demand registration right to
the effect that in the event that if, by March 1, 2005: (i) the Spin Off (as
described in the PPM) is not effected, or (ii) the registration statement of
the AAN Common Stock, as described in the PPM, has not been declared effective
by the SEC, then upon demand of Holder, the Company shall register with the SEC
all of the shares of ADMT Common Stock issuable upon the exercise of the ADMT
Warrants. The Company shall use its best efforts to have such securities
registered within 30 days of the demand made by Holder. In the event that the
registration statement covering all of such securities is not declared
effective by the SEC within 90 days of the demand for registration or the
registration does not remain effective for 60 consecutive days, then the number
of shares of ADMT Common Stock issuable upon the exercise of the ADMT Warrants
shall be increased by one percent (1%) for each 30 day period (or partial
period, as the case may be) following such 90 day period. The Company
covenants to maintain the effectiveness of such registration statement until
the third (3rd) anniversary of the date of such effectiveness.
3. RESERVATION OF SHARES; FRACTIONAL SHARES. The Company hereby
agrees that at all times there shall be reserved for issuance and/or delivery
upon exercise of this Warrant such number of shares of Common Stock as shall be
required for issuance and delivery upon exercise of this Warrant. No
fractional shares or script representing fractional shares shall be issued upon
the exercise of this Warrant. Instead, the Company will round up to the nearest
whole share.
4. EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This ADMT
Warrant is exchangeable, without expense, at the option of the Holder, upon
presentation and surrender hereof (along with the Corresponding AAN Warrant) to
the Company or at the office of its stock transfer agent, if any, for other
ADMT Warrants (and Corresponding AAN Warrants) of different denominations
entitling the holder thereof to purchase in the aggregate the same number of
shares of Common Stock purchasable hereunder. Upon surrender of this ADMT
Warrant (and Corresponding AAN Warrant) to the Company or at the office of its
stock transfer agent, if any, with the Assignment Form annexed hereto duly
executed and funds sufficient to pay any transfer tax, the Company shall,
without charge, execute and deliver a new ADMT Warrant (and Corresponding AAN
Warrant) in the name of the assignee named in such instrument of assignment and
this ADMT Warrant (and Corresponding AAN Warrant) shall promptly be canceled.
This ADMT Warrant (and Corresponding AAN Warrant) may be divided or combined
with other ADMT Warrants (and Corresponding AAN Warrants) which carry the same
rights upon presentation hereof at the office of the Company or at the office
of its stock transfer agent, if any, together with a written notice specifying
the names and denominations in which new ADMT Warrants (and Corresponding AAN
Warrants) are to be issued and signed by the Holder hereof. The term "Warrant"
and "ADMT Warrant" as used herein includes any ADMT Warrants into which this
Warrant may be divided or exchanged. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant, and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation of this
Warrant, if mutilated, the Company will execute and deliver a new Warrant of
like tenor. Any such new Warrant executed and delivered shall constitute an
additional contractual obligation on the part of the Company, whether or not
this Warrant so lost, stolen, destroyed, or mutilated shall be at any time
enforceable by anyone.
5. RIGHTS AND OBLIGATIONS OF THE HOLDER. The Holder shall not, by
virtue of this Warrant, be entitled to any rights of a stockholder in the
Company, either at law or equity, and the rights of the Holder are limited to
those expressed in the Warrant and are not enforceable against the Company
except to the extent set forth herein. In addition, no provision hereof, in the
absence of affirmative action by Holder to purchase shares of Common Stock, and
no enumeration herein of the rights or privileges of Holder hereof, shall give
rise to any liability of such Holder for the purchase price of any Common Stock
or as a stockholder of Company, whether such liability is asserted by Company
or by creditors of Company.
6. ANTI-DILUTION PROVISIONS. The Exercise Price in effect at any time
and the number and kind of securities purchasable upon exercise of each Warrant
shall be subject to adjustment as follows and the Company shall give each
Holder notice of any event described below which requires an adjustment
pursuant to this Section 6 at the time of such event:
(a) Stock Dividends, Subdivisions and Combinations. If at any
time Company shall:
(i) take a record of the holders of its Common Stock for
the purpose of entitling them to receive a dividend payable in, or other
distribution of, shares of Common Stock,
(ii) subdivide or reclassify its outstanding shares of
Common Stock into a larger number of shares of Common Stock, or
(iii) combine or reclassify its outstanding shares of Common
Stock into a smaller number of shares of Common Stock or otherwise effect a
reverse stock split, then (i) the number of shares of Common Stock for which
this Warrant is exercisable immediately after the occurrence of any such
event shall be adjusted to equal the number of shares of Common Stock which
a record holder of the same number of shares of Common Stock for which this
Warrant is exercisable immediately prior to the occurrence of such event, or
the record date therefor, whichever is earlier, would own or be entitled to
receive after the happening of such event, and (ii) the Exercise Price(s)
shall be adjusted to equal (A) the Exercise Price immediately prior to such
event multiplied by the number of shares of Common Stock for which this
Warrant is exercisable immediately prior to the adjustment divided by (B)
the number of shares for which this Warrant is exercisable immediately after
such adjustment.
(b) Certain Other Distributions and Adjustments.
(i) If at any time Company shall take a record of the holders of its Common
Stock for the purpose of entitling them to receive any
dividend or other distribution of:
(A) cash,
(B) any evidences of its indebtedness, any shares of
its stock or any other securities or property of any nature whatsoever (other
than Convertible Securities or shares of Common Stock), or
(C) any warrants or other rights to subscribe for or
purchase any evidences of its indebtedness, any shares of its stock or any
other securities or property of any nature whatsoever (other than Convertible
Securities or shares of Common Stock),
then Holder, upon exercise of this Warrant, shall be entitled to receive such
dividend or distribution as if Holder had exercised this Warrant.
(ii) A reclassification of the Common Stock (other than a
change in par value, or from par value to no par value or from no par value to
par value) into shares of Common Stock and shares of any other class of stock
shall be deemed a distribution by Company to the holders of its Common Stock
of such shares of such other class of stock and in such event Holder shall be
entitled to receive such distribution as if Holder had exercised this Warrant
and, if the outstanding shares of Common Stock shall be changed into a larger
or smaller number of shares of Common Stock as a part of such reclassification,
such change shall be deemed a subdivision or combination, as the case may be,
of the outstanding shares of Common Stock within the meaning of Section 6(a).
(c) Issuance of Additional Shares of Common Stock.
(i) If at any time the Company shall issue or sell any
shares of Common Stock in exchange for consideration in an amount per share of
Common Stock less than the then current Exercise Price, other than Permitted
Issuances, then (A) the Exercise Price shall be adjusted so that it shall equal
the price determined by multiplying the Exercise Price in effect immediately
prior to such event by a fraction, of which the numerator shall be the number
of shares of Common Stock outstanding on the date of issuance plus the number
of additional shares of Common Stock which the aggregate offering price would
purchase based upon the Exercise Price, and of which the denominator shall be
the number of shares of Common Stock outstanding on the date of issuance plus
the number of additional shares of Common Stock issued or issuable in such
offering, and (B) the number of shares of Common Stock for which this Warrant
is exercisable shall be adjusted to equal the product obtained by multiplying
the Exercise Price in effect immediately prior to such issue or sale by the
number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such issue or sale and dividing the product thereof by the
Exercise Price resulting from the adjustment made pursuant to clause (A) above.
(ii) The provisions of paragraph (i) of this Section 6(c)
shall not apply to any issuance of shares of Common Stock for which an
adjustment is provided under Section 6(a) or 6(b). No adjustment of the number
of shares of Common Stock for which this Warrant shall be exercisable shall be
made under paragraph (i) of this Section 6(c) upon the issuance of any shares
of Common Stock which are issued pursuant to the exercise of any warrants or
other subscription or purchase rights or pursuant to the exercise of any
conversion or exchange rights in any Convertible Securities, if any such
adjustment shall previously have been made upon the issuance of such warrants
or other rights or upon the issuance of such Convertible Securities (or upon
the issuance of any warrant or other rights therefor) pursuant to Section 6(d)
or Section 6(e).
(d) Issuance of Warrants or Other Rights. If at any time Company
shall take a record of the holders of its Common Stock for the purpose of
entitling them to receive a distribution of, or shall in any manner (whether
directly or by assumption in a merger in which Company is the surviving
corporation) issue or sell, any warrants or other rights to subscribe for or
purchase any shares of Common Stock or any Convertible Securities, whether or
not the rights to exchange or convert thereunder are immediately exercisable,
and the price per share for which Common Stock is issuable upon the exercise of
such warrants or other rights or upon conversion or exchange of such
Convertible Securities shall be less than the Exercise Price, then the number
of shares for which this Warrant is exercisable and the Exercise Price shall be
adjusted as provided in Section 6(c) on the basis that the maximum number of
shares of Common Stock issuable pursuant to all such warrants or other rights
or necessary to effect the conversion or exchange of all such Convertible
Securities shall be deemed to have been issued and outstanding and the Company
shall be deemed to have received all the consideration payable therefor, if
any, as of the date of issuance of such warrants or other rights. No further
adjustment of the Exercise Price(s) shall be made upon the actual issuance of
such Common Stock or of such Convertible Securities upon exercise of such
warrants or other rights or upon the actual issuance of such Common Stock upon
such conversion or exchange of such Convertible Securities.
(e) Issuance of Convertible Securities. If at any time Company
shall take a record of the holders of its Common Stock for the purpose of
entitling them to receive a distribution of, or shall in any manner (whether
directly or by assumption in a merger in which Company is the surviving
corporation) issue or sell, any Convertible Securities, whether or not the
rights to exchange or convert thereunder are immediately exercisable, and the
price per share for which Common Stock is issuable upon such conversion or
exchange shall be less than the then current Exercise Price, then the number of
shares of Common Stock for which this Warrant is exercisable and the Exercise
Price shall be adjusted as provided in Section 6(c) on the basis that the
maximum number of shares of Common Stock necessary to effect the conversion or
exchange of all such Convertible Securities shall be deemed to have been issued
and outstanding and Company shall have received all of the consideration
payable therefor, if any, as of the date of issuance of such Convertible
Securities. If any issue or sale of Convertible Securities is made upon
exercise of any warrant or other right to subscribe for or to purchase any such
Convertible Securities for which adjustments of the number of shares of Common
Stock for which this Warrant is exercisable and the Exercise Price have been or
are to be made pursuant to Section 6(d), no further adjustment of the number of
shares of Common Stock for which this Warrant is exercisable and the Exercise
Price shall be made by reason of such record, issue or sale.
(f) No adjustment in the Exercise Price shall be required unless
such adjustment would require an increase or decrease of at least one cent
($0.01) in such price; provided, however, that any adjustments which by reason
of this Section 6(f) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment. All calculations under this
Section 6(f) shall be made to the nearest cent or to the nearest one-hundredth
of a share, as the case may be.
(g) The Company may retain a firm of independent public
accountants of recognized standing selected by the Board (who may be the
regular accountants employed by the Company) to make any computation required
by this Section 6.
(h) In the event that at any time, as a result of an adjustment
made pursuant to Section 6(a), (b) or (c) of this Warrant, the Holder of any
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 any 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 Sections 6(a)
through (g), inclusive, of this Warrant.
(i) Notwithstanding the foregoing, no adjustment shall be
effected due to, or as a result of, any Permitted Issuances.
(j) Other Action Affecting Common Stock. In case at any time or
from time to time Company shall take any action in respect of its Common Stock,
other than any action described in this Section 6, then, unless such action
will not have a materially adverse effect upon the rights of the Holders, the
number of shares of Common Stock or other stock for which this Warrant is
exercisable and/or the purchase price thereof shall be adjusted in such manner
as may be equitable in the circumstances.
7. REDEMPTION. This ADMT Warrant, or part thereof, (as described
below in this Section 7) may be redeemed at the option of the Company, at a
redemption price of $0.01 per Warrant, provided that the following terms and
conditions are met. In the event that the Spin Off, (as described in the PPM)
has not occurred within twelve (12) months from the date of the initial closing
of this offering, and provided the shares of ADMT Common Stock issuable upon
exercise of the ADMT Warrants are registered with the SEC for resale to the
public, or an exemption to the registration requirements is available to the
holders of the ADMT Warrants under Rule 144, ADMT may at its option call for
the redemption the then outstanding ADMT Warrants, on a pro rata basis, in the
event that: (i) the market price of the ADMT Common Stock is at or above 300%
of the ADMT Warrant Exercise Price per share for twenty (20) consecutive
trading days ending on the day prior to the date on which ADMT gives notice
that it is requiring exercise of the ADMT Warrants; and (ii) the shares of ADMT
Common Stock issuable upon exercise of the ADMT Warrants are registered with
the SEC for resale to the public, or an exemption to the registration
requirements is available to the holders of the ADMT Warrants under Rule 144,
provided, however, that the aggregated number of ADMT Warrants to be redeemed
shall not exceed the cumulative trading volume for the ten (10) consecutive
trading days prior to such redemption within any thirty (30) day period. The
Number of ADMT Warrants to be redeemed shall be pro rata among each holder of
the then outstanding ADMT Warrants.
The Redemption Notice shall be given not later than the thirtieth day before
the date fixed for redemption. On and after the date fixed for redemption, the
Registered Holder shall have no rights with respect to this Warrant except to
receive the redemption price of $0.01 per Warrant upon surrender. If the ADMT
Warrants are redeemed, a proportionate number of the Corresponding AAN Warrants
shall thereafter be void.
8. OFFICER'S CERTIFICATE. Whenever the Exercise Price(s) shall be
adjusted as required by the provisions of Section 6 of this Warrant, the
Company shall forthwith file in the custody of its Secretary or an Assistant
Secretary at its principal office and with its stock transfer agent, if any, an
officer's certificate showing the adjusted Exercise Price(s) and the adjusted
number of shares of Common Stock issuable upon exercise of each Warrant,
determined as herein provided, setting forth in reasonable detail the facts
requiring such adjustment, including a statement of the number of additional
shares of Common Stock, if any, and such other facts as shall be necessary to
show the reason for and the manner of computing such adjustment. A copy of
each such officer's certificate shall be forwarded to Holder.
9. NOTICES TO WARRANT HOLDERS. So long as this Warrant shall be
outstanding, (1) if the Company shall pay any dividend or make any distribution
upon Common Stock, or (2) if the Company shall offer to the holders of Common
Stock for subscription or purchase by them any share of any class or any other
rights, or (3) if any capital reorganization of the Company, reclassification
of the capital stock of the Company, consolidation or merger of the Company
with or into another entity, tender offer transaction for the Company's Common
Stock, sale, lease or transfer of all or substantially all of the property and
assets of the Company, or voluntary or involuntary dissolution, liquidation or
winding up of the Company shall be effected, or (4) if the Company shall file a
registration statement under the Securities Act, on any form other than on Form
S-4 or S-8 or any successor form, then in any such case, the Company shall
cause to be mailed by certified mail to the Holder, at least ten days prior to
the date specified in clauses (1), (2), (3) or (4), as the case may be, of this
Section 9 a notice containing a brief description of the proposed action and
stating the date on which (i) a record is to be taken for the purpose of such
dividend, distribution or rights, or (ii) such reclassification,
reorganization, consolidation, merger, tender offer transaction, conveyance,
lease, dissolution, liquidation or winding up is to take place and the date, if
any is to be fixed, as of which the holders of Common Stock or other securities
shall receive cash or other property deliverable upon such reclassification,
reorganization, consolidation, merger, conveyance, dissolution, liquidation or
winding up, or (iii) such registration statement is to be filed with the
Securities and Exchange Commission.
10. RECLASSIFICATION, REORGANIZATION OR MERGER. In case of any
reclassification, capital reorganization or other change of outstanding shares
of Common Stock of the Company, or in case of any consolidation or merger of
the Company with or into another corporation (other than a merger with a
subsidiary in which merger the Company is the continuing or surviving
corporation and which does not result in any reclassification, capital
reorganization or other change of outstanding shares of Common Stock of the
class issuable upon exercise of this Warrant) or in case of any sale, lease or
conveyance of all or substantially all of the assets of the Company, the
Company shall, as a condition precedent to such transaction, cause effective
provisions to be made so that (i) the Holder shall have the right thereafter by
exercising this Warrant, to purchase the kind and amount of shares of stock and
other securities and property receivable upon such reclassification, capital
reorganization and other change, consolidation, merger, sale or conveyance by a
holder of the number of shares of Common Stock which could have been purchased
upon exercise of this Warrant immediately prior to such reclassification,
change, consolidation, merger, sale or conveyance, and (ii) the successor or
acquiring entity shall expressly assume the due and punctual observance and
performance of each covenant and condition of this Warrant to be performed and
observed by Company and all obligations and liabilities hereunder (including
but not limited to the provisions of Section 3 regarding the increase in the
number of shares of Warrant Stock potentially issuable hereunder). Any such
provision shall include provision for adjustments which shall be as nearly
equivalent as possible to the adjustments provided for in this Warrant. The
foregoing provisions of this Section 10 shall similarly apply to successive
reclassifications, capital reorganizations and changes of shares of Common
Stock and to successive consolidations, mergers, sales or conveyances. In the
event that in connection with any such capital reorganization or
reclassification, consolidation, merger, sale or conveyance, additional shares
of Common Stock shall be issued in exchange, conversion, substitution or
payment, in whole in part, for a security of the Company other than Common
Stock, any such issue shall be treated as an issuance of Common Stock covered
by the provisions of Section 6 of this Warrant.
11. TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. This Warrant
or the Warrant Stock or any other security issued or issuable upon exercise of
this Warrant may not be sold or otherwise disposed of except as follows:
(i) to a person who, in the opinion of counsel for the Company,
is a person to whom this Warrant or Warrant Stock may legally be transferred
without registration and without the delivery of a current prospectus under the
Act with respect thereto and then only against receipt of an agreement of such
person to comply with the provisions of this Section 11 with respect to any
resale or other disposition of such securities which agreement shall be
satisfactory in form and substance to the Company and its counsel; or
(ii) to any person upon delivery of a prospectus then meeting the
requirements of the Act relating to such securities and the offering thereof
for such sale or disposition.
12. GOVERNING LAW; JURISDICTION. The corporate laws of the State of
Delaware shall govern all issues concerning the relative rights of the Company
and its stockholders. All issues concerning the construction, validity,
enforcement and interpretation of this Warrant shall be governed by and
construed in accordance with the internal laws of the State of New York without
giving effect to the principles of conflicts of law thereof. The parties
hereto agree that venue in any and all actions and proceedings related to the
subject matter of this Warrant shall be in the state and federal courts in and
for New York, New York, which courts shall have exclusive jurisdiction for such
purpose, and the parties hereto irrevocably submit to the exclusive
jurisdiction of such courts and irrevocably waive the defense of an
inconvenient forum to the maintenance of any such action or proceeding.
Service of process may be made in any manner recognized by such courts. This
Warrant and any term hereof may be changed, waived, discharged or terminated
only by an instrument in writing signed by the party against which enforcement
of the change, waiver, discharge or termination is sought.
13. NOTICES. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified in this Section prior to 6:30 p.m. (New York City
time) on a Business Day, (ii) the Business Day after the date of transmission,
if such notice or communication is delivered via facsimile at the facsimile
telephone number specified in this Agreement later than 6:30 p.m. (New York
City time) on any date and earlier than 11:59 p.m. (New York City time) on such
date, (iii) the Business Day following the date of mailing, if sent by
nationally recognized overnight courier service, or (iv) upon actual receipt by
the party to whom such notice is required to be given. The address for such
notices and communications shall be as follows:
ADM Tronics Unlimited, Inc.
224-S Pegasus Avenue
Northvale, New Jersey 07647
Attn: President
Tel: (201) 767-6040 Fax: (201) 784-0620
or such other address as it shall have specified to the Subscriber
in writing, with a copy (which shall not constitute notice) to:
Frank J. Hariton, Esq.
1065 Dobbs Ferry Road
White Plains, New York 10607
Attn: Frank J. Hariton
Tel: 914.674.4373; Fax: 914.693.2963
If to the Holder To the Address Set Forth Below:
With copies to:
14. PAYMENT OF TAXES. The Company will pay all documentary stamp taxes
attributable to the issuance of shares of Common Stock underlying this Warrant
upon exercise of this Warrant; provided, however, that the Company shall not be
required to pay any tax which may be payable in respect of any transfer
involved in the registration of any certificate for shares of Common Stock
underlying this Warrant in a name other that of the Holder. The Holder is
responsible for all other tax liability that may arise as a result of holding
or transferring this Warrant or receiving shares of Common Stock underlying
this Warrant upon exercise hereof.
[Signature page follows]
IN WITNESS WHEREOF, this Warrant has been duly executed as of ____ ___, 2004.
ADM TRONICS UNLIMITED, INC.
By: ________________________________
Name:
Title:
PURCHASE FORM
Dated: _______________, 20_____
The undersigned hereby irrevocably elects to exercise the within ADMT Warrant
to the extent of purchasing ____ shares of Common Stock and hereby makes
payment of (i)$ ______in payment of the actual exercise price thereof and
(ii) the surrender to the Company of a proportionate amount of the
Corresponding AAN Warrant for no consideration.
____________________________________
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name:___________________________________________
(Please typewrite or print in block letters)
Signature:________________________________________
Social Security or Employer Identification No.:____________________
ASSIGNMENT FORM
FOR VALUE RECEIVED, _________________________________ hereby sells,
assigns and transfer unto:
Name:_______________________________________________
(Please typewrite or print in block letters)
Address:_____________________________________________
Social Security or Employer Identification No.:_____________
The right to purchase Common Stock represented by this Warrant to the extent
of shares as to which such right is exercisable and does hereby irrevocably
constitute and appoint attorney to transfer the same (along with the
Corresponding AAN Warrant) on the books of the Company with full power of
substitution.
Dated: _________________, 200_.
Signature:________________________________
Signature Guaranteed:
___________________________________