WARRANT AGREEMENT
DYNECO CORPORATION, 564 International Place, Rockledge, Florida 32955, a
Minnesota corporation ("Company"), and AMERICAN SECURITIES TRANSFER, INC.,
1825 Lawrence Street, Suite 444, Denver, Colorado 80202, a Colorado corporation
("Warrant Agent"), hereby agree as follows:
1. PURPOSE. The Company proposes to issue:
a. 926,692 Class D Warrants ("Class D Warrant"); and
b. 427,911 Class E Warrants ("Class E Warrants").
c. The Class D Warrants and Class E Warrants are sometimes referred
to herein collectively as the "Warrants."
2. WARRANTS.
a. Each Class D Warrant will entitle the registered holder thereof
("Class D Warrant Holder") to purchase from the Company one (1)
share of the Company's Common Stock at a purchase price of $2.50
per share ("Class D Exercise Price").
b. Each Class E Warrant will entitle the registered holder thereof
("Class E Warrant Holder") to purchase from the Company one (1)
share of the Company's Common Stock at a purchase price of $5.00
per share ("Class E Exercise Price").
c. The Class D Warrant Holders and Class E Warrant Holders are
sometimes referred to herein collectively as "Warrant Holders."
Warrant Holders may exercise all or any number of Warrants
resulting in the purchase of a whole number of shares of Common
Stock.
3. EXERCISE PERIODS.
a. The Class D Warrants may be exercised at any time during the
period commencing April 10, 1996 and ending at 3:00 p.m., Denver,
Colorado time on February 23, 1999 ("Class D Expiration Date")
except as provided under Section 13 of this Agreement. After the
Class D Expiration Date, any unexercised Class D Warrants will be
void and all rights of Class D Warrant Holders shall cease.
b. The Class E Warrants may be exercised at any time during the
period commencing April 10, 1996 and ending 3:00 p.m., Denver,
Colorado time on February 23, 2001 ("Class E Expiration Date")
except as provided under
Section 13 of this Agreement. After the Class E Expiration Date,
any unexercised Class E Warrants will be void and all rights of
Class E Warrant Holders shall cease.
4. REDEMPTION.
a. Commencing April 10, 1996, on not less than thirty (30) days
prior written notice, the Class D Warrants may be redeemed at
anytime and from time to time, at the option of the Company, at a
redemption price of $0.01 ("Redemption Price") per Class D
Warrant; provided, however, the Company shall not be entitled to
make any such redemption until the bid price of the Company's
Common Stock has closed at or above $3.00 per share for ten (10)
consecutive trading days on the NASDAQ Small Cap Market or on any
other national securities exchange.
b. Commencing April 10, 1996, on not less than thirty (30) days
written notice, the Class E Warrants may be redeemed at any time
and from time to time, at the option of the Company, at the
Redemption Price; provided, however, the Company shall not be
entitled to make any such redemption until the bid price of the
Company's Common Stock has closed at or above $5.50 per share for
ten (10) consecutive trading days on the NASDAQ Small Cap Market
or on any other national securities exchange.
c. In case the Company shall desire to exercise its right to so
redeem the Warrants, it shall request the Warrant Agent to mail a
notice of redemption to each of the registered holders of the
Warrants to be redeemed, first class, postage pre-paid, not later
than the thirtieth (30th) day before the date fixed for
redemption, at their last address as shall appear on the records
of the Warrant Agent. Any notice mailed in the manner provided
herein shall be conclusively presumed to have been duly given
whether or not the registered holder receives such notice.
d. The notice of redemption shall specify (i) the Redemption Price,
(ii) the date fixed for redemption, (iii) the place where the
Warrant Certificate(s) shall be delivered and the redemption
price paid, and (iv) that the right to exercise the Warrants
shall terminate at 3:00 p.m. (Denver, Colorado time) on the
business day immediately preceding the date fixed for redemption.
The date fixed for the redemption of the Warrants that have been
called for redemption shall be the Redemption Date. No failure
to mail such notice nor any defect therein or in the mailing
thereof shall affect the validity of the proceedings for such
redemption except as to a holder (A) to whom notice was not
mailed or (B) whose notice was defective. An affidavit of the
Warrant Agent or of the Secretary or an Assistant Secretary of
the Company that notice of redemption has been mailed shall, in
the absence of fraud, be prima facie evidence of the facts stated
therein.
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e. Any right to exercise a Warrant that has been called for
redemption shall terminate at 3:00 p.m. (Denver, Colorado time)
on the business day immediately preceding the Redemption Date.
On or after the Redemption Date, holders of the redeemed Warrants
shall have no further rights except to receive, upon surrender of
the redeemed Warrants, the Redemption Price.
f. From and after the date specified for redemption, the Company
shall, at the place specified in the notice for redemption, upon
presentation and surrender to the Company by or on behalf of the
registered holder thereof one or more Warrants to be redeemed,
deliver or cause to be delivered to or upon the written order of
such holder a sum in cash equal to the Redemption Price of each
such Warrant. From and after the date fixed for redemption and
upon the deposit or setting aside by the Company of a sum
sufficient to redeem all of the Warrants called for redemption,
such Warrants shall expire and become void and all rights
hereunder and under the Warrant Certificates, except the right to
receive payment of the Redemption Price, shall cease.
5. NONTRANSFERABILITY.
a. The Warrants (and the shares of Common Stock issuable upon the
exercise thereof) have not been registered under federal or state
securities laws and, therefore, cannot be transferred except
(i) by consent of the Company; and (ii) in compliance with all
applicable federal and state securities laws to the satisfaction
of the Company. The provisions of this Section 5 shall be
binding upon any transferee of a Warrant and upon each holder of
shares of Common Stock issued thereunder or other securities
issued by the Company upon exercise of the Warrants until such
shares or other securities have been registered under an
effective registration statement under the Securities Act of
1933, as amended, and all applicable state securities laws, or an
exemption from such registration is established to the
satisfaction of the Company.
b. Prior to any proposed transfer of a Warrant (or of the Common
Stock issued thereunder), the holder thereof shall give written
notice to the Company stating such holder's intention to effect
such transfer describing the circumstances of the proposed
transfer in sufficient detail, accompanied by, if requested by
the Company, an opinion of counsel reasonably satisfactory to the
Company to the effect that the proposed transfer may be effected
without registration under the Securities Act of 1933, as
amended. Subject to evidence of compliance under any applicable
state securities or "blue sky" laws, the Company shall promptly
notify the holder in writing that such holder may proceed with
the transfer as described, and the Company shall so instruct the
Warrant Agent. All Warrant Certificates evidencing the Warrants
(and share certificates issued upon the exercise of the
Warrants), whether upon initial issuance or from any transfer
thereof, shall bear a legend restricting transferability.
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6. CERTIFICATES. The Warrant Certificates shall be in registered form
only and shall be substantially in the form set forth in EXHIBIT A
attached to this Agreement 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 under any rule or
regulation of any stock exchange on which the Warrants may be listed,
or to conform to usage. The Warrant Certificates shall be dated the
date of issuance thereof (whether upon initial issuance, transfer,
exchange or in lieu of mutilated, lost, stolen, or destroyed Warrant
Certificates). Warrants shall be numbered serially with the letter W
on the Warrants. Warrant Certificates shall be signed by, or shall
bear the facsimile signature of, the President of the Company and the
Secretary or an Assistant Secretary of the Company and shall bear a
facsimile of the Company's corporate seal. If any person, whose
facsimile signature has been placed upon any Warrant Certificate as
the signature of an officer of the Company, shall have ceased to be
such officer before such Warrant Certificate is countersigned, issued
and delivered, such Warrant Certificate shall be countersigned, issued
and delivered with the same effect as if such person had not ceased to
be such officer. Any Warrant Certificate may be signed by, or made to
bear the facsimile signature of, any person who at the actual date of
the preparation of such Warrant Certificate shall be a proper officer
of the Company to sign such Warrant Certificate even though such
person was not such an officer upon the date of this Agreement.
7. COUNTERSIGNING. Warrant Certificates shall be manually countersigned
by the Warrant Agent and shall not be valid for any purpose unless so
countersigned. The Warrant Agent hereby is authorized subject to the
terms of this Agreement to countersign and deliver to, or in
accordance with the instructions of, any Warrant Holder any Warrant
Certificate which is properly issued.
8. REGISTRATION OF TRANSFERS AND EXCHANGES. Subject to the provisions of
Section 5, the Warrant Agent shall from time to time register the
transfer of any outstanding Warrant Certificate upon records
maintained by the Warrant Agent for such purpose upon surrender of
such Warrant Certificate to the Warrant Agent for transfer,
accompanied by appropriate instruments of transfer in form
satisfactory to the Company and the Warrant Agent and duly executed by
the Warrant Holder or a duly authorized attorney. Upon any such
registration of transfer, a new Warrant Certificate shall be issued in
the name of and to the transferee and the surrendered Warrant
Certificate shall be cancelled. A service charge may be imposed by
the Warrant Agent for any exchange or registration of transfer of
Warrant Certificates. In addition, the Company may require payment by
such holder of a sum sufficient to cover any tax or other governmental
charge that may be imposed thereon.
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9. EXERCISE OF WARRANTS.
a. Each Warrant may be exercised by the Warrant Holder at any time
on or after the Exercise Date, and on or before the Expiration
Date upon the terms and subject to the conditions set forth
herein and in the applicable Warrant Certificate. A Warrant
shall be exercised by the Warrant Holder by surrendering to the
Warrant Agent the Warrant Certificate evidencing such Warrant
with the exercise form on the reverse of such Warrant Certificate
duly completed and executed and delivering to the Warrant Agent,
by check or bank draft payable to the order of the Company, the
Exercise Price for each share of Common Stock to be purchased.
b. Upon receipt of a Warrant Certificate with the exercise form
thereon duly executed together with payment in full of the
Exercise Price for the Common Stock for which Warrants are then
being exercised, the Warrant Agent shall requisition from the
Company or any transfer agent, as the case may be, for the shares
and upon receipt shall make delivery of such certificates
evidencing the total number of whole shares for which Warrants
are then being exercised in such names and denominations as are
required for delivery to, or in accordance with the instructions
of, the Warrant Holder. A Warrant shall be deemed to have been
exercised immediately prior to the close of business on the
Exercise Date and the person entitled to receive the shares shall
be deemed to have become a holder of record of such shares, as of
the date of the surrender of such Warrant Certificate and payment
in full of the Exercise Price, whichever shall last occur.
c. If less than all the Warrants evidenced by a Warrant Certificate
are exercised upon a single occasion, a new Warrant Certificate
for the balance of the Warrants not so exercised shall be issued
and delivered to, or in accordance with, transfer instructions
properly given by the Warrant Holder.
d. All Warrant Certificates surrendered upon exercise of Warrants
shall be cancelled.
e. Upon the exercise, or conversion of any Warrant, the Warrant
Agent shall promptly deposit the payment into an escrow account
established by mutual agreement between the Company and the
Warrant Agent at a federally insured commercial bank. All funds
deposited in the escrow account will be disbursed on a weekly
basis to the Company once such funds have been determined by the
Warrant Agent to be collected funds. Once the funds are
determined to be collected, the Warrant Agent shall cause the
share certificate(s) representing the exercised warrants to be
issued.
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f. Expenses incurred by American Securities Transfer, Inc. while
acting in the capacity as Warrant Agent will be paid by the
Company. These expenses, including delivery of exercised share
certificates to the holders, will be deducted from the exercise
fee submitted prior to distribution of funds to the Company. A
detailed accounting statement relating to the number of shares
exercised, names of registered Warrant Holders and the net amount
of exercised funds remitted will be given to the Company with the
payment of each exercise amount.
10. TAXES. The Company will pay all taxes, if any, attributable to the
initial issuance of the shares of Common Stock upon exercise of the
Warrants. The Company shall not, however, be required to pay any tax
which may be payable in respect to any transfer involved in any issue
of Warrant Certificates or in the issue of any share certificates in
the name other than that of the Warrant Holder upon the exercise of
any Warrant.
11. MUTILATED OR LOST WARRANT CERTIFICATES. If any Warrant Certificate is
mutilated, lost, stolen or destroyed, the Company and the Warrant
Agent may, on such terms as to indemnify or otherwise as they may in
their discretion impose (which shall, in the case of a mutilated
Warrant Certificate, include the surrender thereof), and upon receipt
of evidence satisfactory to the Company and the Warrant Agent of such
mutilation, loss, theft or destruction, issue a substitute Warrant
Certificate of like denomination and tenor as the Warrant Certificate
so mutilated, lost, stolen or destroyed. Applicants for substitute
Warrant Certificates shall comply with such other reasonable
regulations and pay any reasonable charges as the Company or the
Warrant Agent may prescribe.
12. RESERVATION OF SHARES. For the purpose of enabling the Company to
satisfy its obligation to issue shares of its Common Stock upon
exercise of the Warrants, the Company will at all times reserve and
keep available out of its authorized shares, such number of shares as
shall then be issuable upon the exercise of all outstanding Warrants,
which upon issue will be fully paid and nonassessable and free from
all taxes, liens, charges and security interests with respect to the
issue thereof (other than those which the Company shall pay or
discharge).
13. GOVERNMENTAL RESTRICTIONS. If any shares issuable upon the exercise
of Warrants require registration or approval of any governmental
authority under any federal or state securities laws, the Company will
endeavor to secure such registration or approval. In no event,
however, shall any such shares of Common Stock be issued, and the
Company shall have the authority to suspend the exercise of all
Warrants, until such registration or approval shall have been
obtained; provided, however, all Warrants, the exercise of which is
requested during any such suspension, shall be exercisable at the
Exercise Price. If any such period of suspension continues past the
Expiration Date, all Warrants, the exercise of which have been
requested on or prior to the Expiration Date, shall be exercisable
upon the removal of such suspension until the close of business on the
business day immediately following the expiration of such suspension.
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14. ADJUSTMENTS. If the Company shall pay a dividend in shares of its
Common Stock, subdivide (split) its outstanding shares of Common
Stock, combine (reverse split) its outstanding shares of Common Stock,
issue by reclassification of its shares of Common Stock any shares or
other securities of the Company, or distribute to holders of its
Common Stock any securities of the Company or of another entity, the
number of shares of Common Stock or other securities the registered
holder is entitled to purchase pursuant to this Warrant Agreement
immediately prior thereto shall be adjusted so that the holder shall
be entitled to receive upon exercise the number of shares of Common
Stock or other securities which he or she would have owned or would
have been entitled to receive after the happening of any of the events
described above had the Warrant been exercised immediately prior to
the happening of such event, and the Exercise Price shall be
correspondingly adjusted; provided, however, that no adjustment in the
number of shares and/or the Exercise Price shall be required unless
such adjustment would require an increase or decrease of at least one
percent (1%) in such number and/or price; and provided further,
however, that any adjustments which by reason of this Section 14 are
not required to be made shall be carried forward and taken into
account in any subsequent adjustment. An adjustment made pursuant to
this Section 14 shall become effective immediately after the record
date in the case of the stock dividend or other distribution and shall
become effective immediately after the effective date in the case of a
subdivision, combination or reclassification. If the Company is
consolidated or merged with or into another corporation or if all or
substantially all of its assets are conveyed to another corporation
each Warrant shall thereafter be exercisable for the purchase of the
kind and number of shares of stock or other securities or property, if
any, receivable upon such consolidation, merger or conveyance, by a
holder of the number of shares of Common Stock of the Company which
could have been purchased on the exercise of a Warrant immediately
prior to such consolidation, merger or conveyance; and, in any such
case, appropriate adjustment (as determined by the Board of Directors
of the Company) shall be made in the application of the provisions
herein set forth with respect to the rights and interests thereafter
of the holder of a Warrant to the end that the provisions set forth
herein (including provisions with respect to changes in and other
adjustments of the number of shares of Common Stock the holder of a
Warrant is entitled to purchase) shall thereafter be applicable, as
nearly as possible, in relation to any shares of Common Stock or other
securities or other property thereafter deliverable upon the exercise
of a Warrant. Upon any adjustment of the number of shares of Common
Stock or other securities the holder of a Warrant is entitled to
purchase, and of any change in Exercise Price, then in each such case
the Company shall give written notice thereof to the then registered
holders of the Warrants at the address of such holder as shown on the
books of the Company, which notice shall state such change and set
forth in reasonable detail the method of calculation and the facts
upon which such calculation is based. No failure to mail such notice
nor any defect therein or in the mailing thereof shall affect the
validity thereof except as to the holder to whom the Company failed to
mail such notice or except as to the holder whose notice was
defective.
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15. NO FRACTIONAL WARRANTS OR SHARES. The Company shall not be required
to issue fractions of Warrants upon the reissue of Warrants, any
adjustments as described in Section 14 or otherwise; but the Company
in lieu of issuing any such fractional interest, shall round up or
down to the nearest full Warrant. If the total Warrants surrendered
by exercise would result in the issuance of a fractional share, the
Company shall not be required to issue a fractional share but rather
the aggregate number of shares issuable will be rounded up or down to
the nearest full share.
16. NO RIGHTS AS SHAREHOLDER. No Warrant Holder shall have any rights of
a shareholder of the Company, either at law or equity, and the rights
of the Warrant Holders, as such, are limited to those rights expressly
provided in this Agreement or in the Warrant Certificate. The Company
and the Warrant Agent may treat the registered Warrant Holder in
respect of any Warrant Certificate as the absolute owner thereof for
all purposes notwithstanding any notice to the contrary.
17. WARRANT AGENT. The Company hereby appoints the Warrant Agent to act
as the agent of the Company and the Warrant Agent hereby accepts such
appointment upon the following terms and conditions by all of which
the Company and every Warrant Holder, by acceptance of such Warrants,
shall be bound:
a. Statements contained in this Agreement and in the Warrant
Certificates shall be taken as statements of the Company. The
Warrant Agent assumes no responsibility for the correctness of
any of the same except such as describes the Warrant Agent or for
action taken or to be taken by the Warrant Agent.
b. The Warrant Agent shall not be responsible for any failure of the
Company to comply with any of the Company's covenants contained
in this Agreement or in the Warrant Certificates.
c. The Warrant Agent may consult at any time with counsel
satisfactory to it (who may be counsel for the Company) and the
Warrant Agent shall incur no liability or responsibility to the
Company or to any Warrant Holder in respect of any action taken,
suffered or omitted by it hereunder in good faith and in
accordance with the opinion or the advice of such counsel,
provided the Warrant Agent shall have exercised reasonable care
in the selection and continued employment of such counsel.
d. The Warrant Agent shall incur no liability or responsibility to
the Company or to any Warrant Holder for any action taken in
reliance upon any notice, resolution, waiver, consent, order,
certificate or other paper, document or instrument believed by it
to be genuine and to have been signed, sent or presented by the
proper party or parties.
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e. The Company agrees to pay to the Warrant Agent reasonable
compensation for its services hereunder and to reimburse the
Warrant Agent for all reasonable expenses hereunder; it further
agrees to indemnify the Warrant Agent and save it harmless
against any and all liabilities, including judgments, costs and
counsel fees, for anything done or omitted by the Warrant Agent
in the execution of its duties and powers hereunder except
losses, expenses and liabilities arising out of the Warrant
Agent's negligence or willful misconduct.
f. The Warrant Agent and any shareholder, 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 the Company or
otherwise act as fully and freely as though it were not Warrant
Agent under this Agreement. Nothing herein shall preclude the
Warrant Agent from acting in any other capacity for the Company
or for any other legal entity.
18. SUCCESSOR WARRANT AGENT. Any corporation into which the Warrant Agent
or any new warrant agent may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Warrant Agent or any new
warrant agent shall be a party, or any corporation succeeding to the
corporate trust business of the Warrant Agent, shall be a successor
warrant agent hereunder without the execution or filing of any paper
or any further act of a party or the parties hereto. In any such
event or if the name of the Warrant Agent or any new warrant agent is
changed, the Warrant Agent or such successor may adopt the
countersignature of the original Warrant Agent and may countersign
such Warrant Certificates either in the name of the predecessor
Warrant Agent or in the name of the successor warrant agent. Any such
successor warrant agent shall promptly cause notice of its succession
as warrant agent to be mailed to the Company and the registered
holders of each Warrant Certificate.
19. CHANGE OF WARRANT AGENT. The Warrant Agent may resign its duties and
be discharged from all further duties and liabilities hereunder
(except liabilities arising as a result of the Warrant Agent's own
negligence or wilful misconduct), after giving thirty (30) days prior
written notice to the Company or the Warrant Agent, as the case may
be. At least fifteen (15) days prior to the date such resignation is
to become effective, the Warrant Agent shall cause a copy of such
notice of resignation to be mailed to the registered holder of each
Warrant Certificate at the Company's expense. Upon such resignation,
or any inability of the Warrant Agent to act as such hereunder, the
Company shall appoint a new warrant agent in writing. If the Company
shall fail to make such appointment within a period of fifteen (15)
days after it has been notified in writing of such resignation by the
resigning Warrant Agent, then the registered holder of any Warrant
Certificate may apply to any court of competent jurisdiction for the
appointment of a new warrant agent. After acceptance in writing of
such appointment by the new warrant agent is received by
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the Company, such new warrant agent shall be vested with the same
powers, rights, duties and responsibilities as if it had been
originally named herein as the Warrant Agent, without any further
assurance, conveyance, act or deed; but if for any reason it shall
be necessary or expedient to execute and deliver any further
assurance, conveyance, act or deed, the same shall be done at the
expense of the Company and shall be legally and validly executed
and delivered by the resigning Warrant Agent. Not later than the
effective date of any such appointment the Company shall file
notice thereof with the resigning Warrant Agent and shall forthwith
cause a copy of such notice to be mailed to the registered holder
of each Warrant Certificate. Failure to give any notice provided
for in this section, however, or any defect therein, shall 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.
20. NOTICES. Any notice or demand authorized by this Agreement to be
given or made by the Warrant Agent or by any Warrant Holder to or on
the Company shall be sufficiently given or made if sent by mail, first
class, certified or registered, postage prepaid, addressed (until
another address is filed in writing by the Company with the Warrant
Agent), as follows:
Mr. Richard D. Besser
Dyneco Corporation
564 International Place
Rockledge, Florida 32955
with a copy to:
Scott D. Smith, Esq.
Powell, Goldstein, Frazer & Murphy
Sixteenth Floor
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
Any notice or demand authorized by this Agreement to be given or made
by any Warrant Holder or by the Company to or on the Warrant Agent
shall be sufficiently given or made if sent by mail, first class,
certified or registered, postage prepaid, addressed (until another
address is filed in writing by the Warrant Agent with the Company), as
follows:
American Securities Transfer, Inc.
1825 Lawrence Street, #444
Denver, CO 80202
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Any distribution, notice or demand required or authorized by this
Agreement to be given or made by the Company or the Warrant Agent to
or on the Warrant Holders shall be sufficiently given or made if sent
by mail, first class, certified or registered, postage prepaid,
addressed to the Warrant Holders at their last known addresses as they
shall appear on the registration books for the Warrant Certificates
maintained by the Warrant Agent.
21. SUPPLEMENTS AND AMENDMENTS. The Company and the Warrant Agent may
from time to time supplement or amend this Agreement without the
approval of any Warrant Holders in order to cure any ambiguity or to
correct or supplement any provision contained herein which may be
defective or inconsistent with any other provisions herein, or to make
any other provision with regard to matters or questions arising
hereunder which the Company and the Warrant Agent may deem necessary
or desirable.
22. SUCCESSORS. All the covenants and provisions of this Agreement by or
for the benefit of the Company or the Warrant Agent shall bind and
inure to the benefit of their respective successors and assigns
hereunder.
23. TERMINATION. This Agreement shall terminate at the close of business
on the Class E Expiration Date or such earlier date upon which all
Warrants have been exercised; provided, however, that if exercise of
the Warrants is suspended pursuant to Section 13 and such suspension
continues past the Class E Expiration Date, this Agreement shall
terminate at the close of business on the business day immediately
following the expiration of such suspension. The provisions of
Section 17 shall survive such termination.
24. GOVERNING LAW. This Agreement and each Warrant Certificate issued
hereunder shall be deemed to be a contract made under the laws of the
State of Minnesota and for all purposes shall be construed in
accordance with the laws of said State.
25. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement shall be
construed to give any person or corporation other than the Company,
the Warrant Agent and the Warrant Holders any legal or equitable
right, remedy or claim under this Agreement; but this Agreement shall
be for the sole and exclusive benefit of the Company, the Warrant
Agent and the Warrant Holders.
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26. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of such counterparts shall for all purposes be
deemed to be an original and all such counterparts shall together
constitute but one and the same instrument.
Date: January __, 1996
Dyneco Corporation,
A Minnesota corporation
By:
---------------------------------
Richard D. Besser,
Chief Executive Officer
SEAL
ATTEST:
- ------------------------------------------
Donald Hewitt, Assistant Secretary
American Securities Transfer, Inc.,
A Colorado Corporation
By:
----------------------------------
Gregory D. Tubbs, Vice President
SEAL
ATTEST:
- -------------------------------------------
Bruce E. Hall, Secretary
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26. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of such counterparts shall for all purposes be
deemed to be an original and all such counterparts shall together
constitute but one and the same instrument.
Date: January 31, 1996
Dyneco Corporation,
A Minnesota corporation
By:
---------------------------------
Richard D. Besser,
Chief Executive Officer
SEAL
ATTEST:
- ------------------------------------------
Donald Hewitt, Assistant Secretary
American Securities Transfer, Inc.,
A Colorado Corporation
By: /s/ Gregory D. Tubbs
----------------------------------
Gregory D. Tubbs,
Senior Vice President
SEAL
ATTEST:
/s/ Bruce E. Hall
- -------------------------------------------
Bruce E. Hall, Secretary
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26. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of such counterparts shall for all purposes be
deemed to be an original and all such counterparts shall together
constitute but one and the same instrument.
Date: January 31, 1996
Dyneco Corporation,
A Minnesota corporation
By: /s/ Richard D. Besser
---------------------------------
Richard D. Besser,
Chief Executive Officer
SEAL
ATTEST:
/s/ Donald Hewitt
- ------------------------------------------
Donald Hewitt, Assistant Secretary
American Securities Transfer, Inc.,
A Colorado Corporation
By:
----------------------------------
Gregory D. Tubbs, Vice President
SEAL
ATTEST:
- -------------------------------------------
Bruce E. Hall, Secretary
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Exhibit A
The form of Warrant Certificates have been agreed to by the parties to
this Agreement and the specimens of such certificates are in the possession
of Gemisys Corporation, Inglewood, Colorado.
26. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of such counterparts shall for all purposes be
deemed to be an original and all such counterparts shall together
constitute but one and the same instrument.
Date: January 31, 1996
Dyneco Corporation,
A Minnesota corporation
By:
---------------------------------
Richard D. Besser,
Chief Executive Officer
SEAL
ATTEST:
- ------------------------------------------
Donald Hewitt, Assistant Secretary
American Securities Transfer, Inc.,
A Colorado Corporation
By: /s/ Gregory D. Tubbs
----------------------------------
Gregory D. Tubbs,
Senior Vice President
SEAL
ATTEST:
/s/ Bruce E. Hall
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Bruce E. Hall, Secretary
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