EXHIBIT 10.34
WARRANT TO PURCHASE
COMMON STOCK OF
WASTE RECOVERY, INC.
------
Dated: As of July 1, 1996
- --------------------------------------------------------------------------------
NEITHER THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES ISSUABLE
UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE; THEREFORE, THIS WARRANT AND THE
SECURITIES ISSUABLE UPON EXERCISE HEREOF, IF ANY, MAY NOT BE SOLD OR TRANSFERRED
EXCEPT UPON SUCH REGISTRATION OR UPON DELIVERY TO THE COMPANY OF AN OPINION OF
COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT
REQUIRED FOR SUCH SALE OR TRANSFER.
1
Void after 5:00 P.M., Dallas, Texas time, on the second (2nd) anniversary of the
date set forth on the cover page of this Warrant.
Warrant to Purchase
Shares of
Common Stock, Subject to
Adjustment as herein provided
WARRANT TO PURCHASE COMMON STOCK
WASTE RECOVERY, INC.
Dated as of the 1st day of July, 1996.
WHEREAS,_______________________________________ desires to acquire for
investment purposes this Warrant to Purchase Common Stock providing for the
acquisition of ___________ shares of Common Stock, subject to adjustment as
provided herein;
WHEREAS,________________________________ has agreed to convert the 18%
Convertible Subordinated Debentures due January 31, 1997 (the "Debentures")
pursuant to the terms of that certain Conversion Agreement dated of even date
herewith, and pursuant thereto the Company does hereby tender this Warrant to
Purchase Common Stock to _______________________;
NOW, THEREFORE, for and in consideration of the recitals and of the mutual
covenants, representations, warranties and agreements contained herein, this is
to certify that:
1. __________________________ or his permitted and registered assigns
(hereafter, "Holder"), is entitled to purchase from time to time, subject to
the provisions and conditions herein, from WASTE RECOVERY, INC., a Texas
corporation (the "Company"), not later than the termination of the Exercise
Period of this Warrant to Purchase Common Stock (this "Warrant") as set forth
in PARAGRAPH 4 below, an aggregate of ____________________________(_______)
shares of common stock, $.01 par value per share, of the Company (the "Common
Stock") at the Exercise Price per share set forth in PARAGRAPH 2(c) herein,
and upon such purchase to receive a certificate or certificates representing
such shares of Common Stock. The number of shares of Common Stock to be
received upon the exercise of this Warrant may be adjusted from time to time
as hereinafter set forth.
2. DEFINED TERMS. As used in this Warrant, the following capitalized
terms shall have the meanings respectively assigned to them below, which
meanings shall be applicable equally to the singular and plural forms of the
terms so defined.
(a) "BUSINESS DAY" shall mean any day except a Saturday, Sunday or
other day on which commercial banks in the State of Texas are authorized or
required by law to close.
(b) "EXERCISE PERIOD" means the period commencing on the date set
forth on the cover page of this Warrant and terminating at 5:00 p.m.,
Dallas, Texas time, on the second (2nd) anniversary of the date set forth
on the cover page of this Warrant or, in the event that the second
anniversary of the date set forth on the cover page of this Warrant is not
a Business Day, the Business Day next following.
2
(c) "EXERCISE PRICE" shall mean $1.25 per share
(d) "FAIR MARKET VALUE PER SHARE" as of any date shall mean, for
shares of Common Stock, the closing price of such Common Stock on such date
(or if there are no sales on such date, on the next preceding Business Day
on which there were sales), as reported on the New York Stock Exchange
Composite Tape, or if such Common Stock is not listed or admitted to
trading on the New York Stock Exchange, as reported on the principal
consolidated transaction reporting system for the principal national
securities exchange on which the Common Stock is listed or admitted to
trading, or if such Common Stock is not listed or admitted to trading on
any national securities exchange, the closing price of such Common Stock as
reported on the National Market System of the National Association of
Securities Dealers, Inc. Automated Quotation System ("NASDAQ"), or if such
Common Stock is not listed or admitted to trading on the NASDAQ National
Market System, the last quoted sales price or, if not so quoted, the
average of the high bid and low asked prices in the over-the-counter
market, as reported by the NASDAQ System or such other system then in use,
or if such Common Stock is not reported on any such system and is not
listed or admitted to trading on any national securities exchange, the
average of the closing bid and asked prices as furnished by a professional
market maker making a market in such Common Stock selected by the Board of
Directors of the Company.
(e) "HOLDER" shall mean the Person(s) then registered as the owner of
the Warrant or Warrant Securities, as the case may be, on the books and
records of the Company.
(f) "PERSON" shall mean any natural person, corporation, limited
partnership, limited liability company, general partnership, joint venture,
association, company, or other organization, whether or not a legal entity,
and any government agency or political subdivision thereof.
(g) "WARRANT SECURITIES" shall mean the shares of Common Stock (or
other securities) of the Company purchasable or purchased from time to time
under this Warrant or acquired upon any transfer of any such shares,
together with all additional securities received in payment of dividends or
distributions on or splits of those securities or received as a result of
the adjustments provided for in PARAGRAPH 6 hereof.
3. EXERCISE OF WARRANT. Subject to and in accordance with the provisions
and conditions hereof, this Warrant may be exercised from time to time in whole
or in part during the term of this Warrant as set forth in PARAGRAPH 5 hereof.
4. TERM OF WARRANT. The term of this Warrant shall commence on the date
hereof and shall expire on the exercise in full of this Warrant by Holder or at
5:00 p.m. Dallas, Texas time on the termination of the Exercise Period.
5. MANNER OF EXERCISE. Holder may exercise this Warrant in whole or in
part in accordance with the terms hereof by mailing or personally delivering to
the Company (i) this Warrant, (ii) a Notice of Exercise in the form of EXHIBIT I
hereto duly executed by Holder and (iii) payment of the Exercise Price per
share, such payment to be in the form of cash, a certified or official bank
check made payable to the Company, a wire transfer of funds to an account
designated by the Company, or in shares of the Common Stock valued at the Fair
Market Value per Share on the date of exercise, irrevocable instructions to the
Company to exercise this Warrant and apply the difference between the Fair
Market Value per share on the date of exercise and the Exercise Price with
respect to certain of such shares of Common Stock as payment for Warrant
Securities, or any combination of the foregoing, together with all federal and
state excise taxes applicable upon such exercise. Upon receipt by the Company
of this Warrant, the Notice of Exercise and such payment, this Warrant shall be
deemed to have been exercised with respect to the number of shares of
3
Common Stock subject to such exercise and specified in the Notice of
Exercise, and Holder shall thereupon become the holder of record of the
shares of Common Stock issuable upon such exercise, notwithstanding the fact
that the stock transfer books of the Company may then be closed or that
certificates representing such shares of Common Stock shall not then be
actually delivered to Holder. As soon as practicable after any exercise, in
whole or in part, of the Warrant, and in any event within ten (10) Business
Days thereafter, the Company will deliver to Holder a stock certificate or
certificates representing the shares of Common Stock so purchased, with such
certificate or certificates to be in such name(s) and such denominations as
Holder may specify in the Notice of Exercise. If this Warrant is exercised
for less than all of the shares of Common Stock subject hereto, the Company
shall, upon such exercise and surrender of this Warrant for cancellation,
promptly execute and deliver to Holder a new Warrant of like tenor evidencing
the right of Holder to purchase the balance of shares of Common Stock
purchasable hereunder. Any and all expenses of the Company incurred by the
Company upon exercise of this Warrant and the issuance of Common Stock
pursuant to this Warrant shall be borne by the Company.
6. ADJUSTMENT PROVISIONS. (a) If the Company shall, during the term
hereof, (i) declare a dividend and make a distribution on the Common Stock
payable in shares of Common Stock, (ii) subdivide or combine its outstanding
shares of Common Stock, (iii) change the number of shares of Common Stock
issuable upon exercise of this Warrant by reclassification, exchange or
substitution, or (iv) reorganize the capital structure of the Company by merger,
reorganization, consolidation or sale of assets, then this Warrant shall, after
the happening of any such event, evidence the right to purchase the number of
shares of Common Stock or other securities that would have been received as a
result of that change with respect to the shares of Common Stock as if such
shares had been purchased under this Warrant immediately before occurrence of
such event. Such adjustment shall be made successively whenever any event
listed above shall occur. Any adjustment under this subparagraph (a) shall
become effective at the close of business on the date any such event occurs.
(b) NOTICE OF ADJUSTMENT. The Company shall give notice of each
adjustment or readjustment of the number of shares of Common Stock or other
securities issuable upon exercise of this Warrant to Holder or of the Exercise
Price per share at the address set forth in PARAGRAPH 20 hereof.
7. OTHER ACTIONS. The Company will not avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, whether by
amendment of its Articles of Incorporation or bylaws or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action or otherwise, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the rights of Holder; PROVIDED, HOWEVER, that nothing herein shall restrict the
Company's ability, among other things, to grant employee stock options and
warrants and to issue stock upon the exercise thereof or to enter into any other
bona fide business transaction (including issuance of stock at or below
prevailing market prices). Without limiting the generality of the foregoing,
the Company (a) will not increase the par value of any shares of Common Stock
receivable upon the exercise of this Warrant above the amount payable therefor
upon such exercise; (b) will take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and nonassessable shares of Common Stock upon the exercise of all warrants,
including this Warrant, from time to time outstanding; and (c) will not transfer
all or substantially all of its properties and assets to any other Person
(corporate or otherwise), or consolidate with or merge into any other Person or
permit any such person to consolidate with or merge into the Company, unless
such other Person shall expressly assume in writing and will be bound by all of
the terms of this Warrant.
8. FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares of Common Stock shall be issued in connection with the
exercise of this Warrant, but the Company shall pay, in lieu of
4
any fractional share, a cash payment on the basis of the Fair Value Per Share
of the Common Stock to be acquired pursuant to such exercise for such
fractional share.
9. REGISTRATION RIGHTS.
(a) If at any time during the term of the Exercise Period of this
Warrant the Company shall propose to file a registration statement pursuant
to the Securities Act of 1933, as amended (the "Act"), for the purpose of
registering shares of the Company's Common Stock to be sold for cash, not
less than thirty (30) days prior to the proposed filing date of such
registration statement the Company shall give notice in writing to Holder
of its intent to file the proposed registration statement and the number of
shares of Common Stock it intends to register. Holder shall have the right
to request in writing within twenty (20) days of the receipt thereby of
such notice that the Company include in such registration any of the
Warrant Securities that Holder may have acquired pursuant to exercise of
this Warrant. If the total amount of securities, including Warrant
Securities, requested to be included in an offering by the holders of any
class of outstanding securities of the Company exceeds the amount of
securities that any managing underwriter or the Company reasonably and in
writing determines to be compatible with the success of the offering, then
the Company shall be required to include in the offering only that number
of such securities, including Warrant Securities, which the managing
underwriter or the Company reasonably determines will not jeopardize the
success of the offering (the securities so included to be apportioned pro
rata among the selling shareholders according to the total amount of
securities entitled to be included therein owned by each selling
shareholder or in such other proportions as shall mutually be agreed to by
such selling shareholders). Holder agrees that in the event that Holder's
Warrant Securities are to be included in the registration statement, Holder
will cooperate with the Company in the preparation and filing of any such
registration statement. All expenses, disbursements and fees, except fees
of any counsel hired by Holder, incurred in connection with the
registration by the Company of any shares of Warrant Securities for any
such Person under this PARAGRAPH 9(a) shall be borne by the Company.
(b) In the event of the preparation and filing of a registration
statement as provided in this PARAGRAPH 9, the Company's obligations to use
its best efforts to effect the registration of shares for Holder shall
include such qualification under applicable blue sky or other state
securities laws as may be requested by Holder.
(c) In connection with any registration under the Act pursuant to
this Agreement: (i) the Company will furnish Holder with a copy of the
registration statement and all amendments thereto and will supply Holder
with copies of any prospectus included therein (and, if necessary, with
copies of a prospectus meeting the requirements of Section 10(a)(3) of the
Act; PROVIDED, HOWEVER, that no such prospectus need be supplied more than
nine (9) months after the effective date of such registration statement) in
such quantities as may be necessary for the purposes of such proposed sale
or distribution; and (ii) each Holder will be required to enter into an
underwriting agreement, in usual and customary form, with the underwriters
of such offering.
(d) Nothing in this PARAGRAPH 9 shall be deemed to (i) require the
Company to proceed with any registration of its securities after giving the
notice herein provided; or (ii) provide Holder with any right to
participate in the selection of the managing underwriter(s) for such
offering.
10. RESTRICTIONS ON TRANSFER. Holder represents and warrants that this
Warrant is being purchased for Holder's investment account without a view
towards the resale or distribution thereof in violation of applicable securities
laws. It is understood that in case of subsequent sale of such Warrant
5
under certain circumstances, such sale might be deemed to constitute a public
distribution within the meaning of, and require registration under, the
provisions of the Act.
(a) Holder agrees that prior to making any disposition of this
Warrant, Holder will give written notice to the Company describing briefly
the manner of any such proposed disposition and will not make any such
disposition until the Company has notified Holder in writing that the
Company has consented to the disposition, AND (i) Holder has furnished the
Company with an opinion of counsel satisfactory to the Company addressed to
Holder and the Company to the effect that the proposed transfer, sale or
assignment is exempt from registration under the Act and state securities
laws, or (ii) a registration statement covering the Warrant Securities
issuable under this Warrant has been filed by the Company and declared
effective by the Commission.
(b) Holder acknowledges and agrees that unless the Warrant Securities
are registered under the Act, such Warrant Securities shall be "restricted
securities" for purposes of Rule 144 under the Act. Holder shall, prior to
any transfer or disposition or attempted transfer or disposition of such
Warrant Securities give written notice to the Company of Holder's intention
to effect such transfer or disposition and shall deliver to the Company an
opinion of legal counsel (reasonably suitable to the Company) that the
proposed transfer or disposition of the Warrant Securities may be effected
without registration thereof under the Act and without taking any similar
action under any other applicable securities laws, in which case Holder
shall be entitled to transfer or dispose of the Warrant Securities in
accordance with the terms of the notice delivered by such Holder to the
Company. Until such Warrant Securities are registered under the Act
pursuant to Paragraph 9 hereof, each certificate evidencing the Warrant
Securities so transferred or disposed of (and each certificate evidencing
any untransferred Warrant Securities) shall bear the following restrictive
legend unless in the opinion of Company counsel such legend is not
required:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933 (the "Act") or
any state securities laws. These shares may not be offered
for sale, sold or otherwise transferred except pursuant to
an effective registration statement under the Act or
pursuant to an exemption from such registration."
(c) Until this Warrant is transferred on the books of the Company,
the Company may treat the registered holder thereof as the absolute owner
thereof for all purposes, notwithstanding any notice to the contrary.
(d) In connection with any registration of shares of stock, pursuant
to this PARAGRAPH 10, Holder shall furnish the Company with such
information concerning it and the proposed sale or distribution as shall,
in the opinion of counsel for the Company, be required for use in the
preparation of a registration statement.
11. INDEMNIFICATION.
(a) If Holder shall acquire Warrant Securities (in such event, being
hereinafter referred to as the "Distributing Holder"), the Company will
indemnify and hold harmless the Distributing Holder and each Person, if
any, who controls the Distributing Holder within the meaning of the Act
against any losses, claims, damages, liabilities or actions, joint or
several (including all costs of defense and investigation and all
attorneys' fees), to which the Distributing Holder or such controlling
Person may become subject, under the Act or otherwise, insofar as such
losses, claims, damages, liabilities or actions (i) arise out of or are
based upon any untrue statement or alleged untrue statement of any material
fact contained, on the effective date thereof, in any registration
6
statement referred to in PARAGRAPH 9 hereof and under which such shares of
stock were registered under the Act, and in any preliminary prospectus or
final prospectus contained therein, or in any amendment or supplement
thereto, or (ii) arise out of or are based upon the omission or alleged
omission to state in any such document a material fact required to be
stated therein or necessary to make the statements in any such document not
misleading; and will reimburse the Distributing Holder and each such
controlling Person for any legal or other expenses reasonably incurred by
the Distributing Holder or such controlling Person 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, liability or action
arises out of or is based upon an untrue statement or omission made in said
registration statement, preliminary prospectus, final prospectus or
amendment or supplement to any of the foregoing in reliance upon and in
conformity with written information furnished by the Distributing Holder
and/or controlling Person for use in the preparation thereof.
(b) The Distributing Holder will indemnify and hold harmless the
Company, each of its directors, each of its officers who signed said
registration statement and each Person, if any, who controls the Company
within the meaning of the Act, against any losses, claims, damages,
liabilities or actions (including all costs of defense and investigation
and all attorneys' fees), to which the Company or any such director,
officer or controlling Person may become subject, under the Act or
otherwise, insofar as such losses, claims, damages, liabilities or actions
(i) arise out of or are based upon any untrue or alleged untrue statement
of any material fact contained, on the effective date thereof, in any
registration statement referred to in PARAGRAPH 9 hereof and under which
such shares of stock were registered under the Act, and in any preliminary
prospectus or final prospectus contained therein, or in any amendment or
supplement thereto, or (ii) 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 Company or any such director, officer or controlling
Person for any legal or other expenses reasonably incurred thereby in
connection with investigating or defending any such loss, claim, damage,
liability or action, in each case to the extent, but only to the extent,
that such untrue statement or alleged untrue statement or omission or
alleged omission was made in said registration statement, preliminary
prospectus, final prospectus or amendment or supplement to any of the
foregoing in reliance upon and in conformity with written information
furnished by the Distributing Holder and/or controlling Person for use in
the preparation thereof.
(c) Promptly after receipt by an indemnified party under this
PARAGRAPH 11 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 under this PARAGRAPH 11, notify the indemnifying party
of the commencement thereof, but the failure 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 11.
(d) In case any such action is brought against any indemnified party
and it notifies an indemnifying party of the commencement thereof, 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 satisfactory to such
indemnified party; and after notice from the indemnifying party to the
indemnified party that it will assume the defense thereof, with counsel
satisfactory to the indemnified party, the indemnifying party will not be
liable to such indemnified party under this PARAGRAPH 11 for any legal or
other expenses subsequently incurred by such indemnified party in
connection with the defense thereof. The indemnified party shall have the
right to employ separate counsel in any such action and to participate in
the defense thereof, but the fees and expenses of such counsel shall not be
at the expense of the indemnifying party if the indemnifying party has
assumed the defense of the action with counsel reasonably
7
satisfactory to the indemnified party; PROVIDED, HOWEVER, that the fees
and expenses of the indemnified party's counsel shall be at the expense
of the indemnifying party if (i) the employment of such counsel has been
specifically authorized in writing by the indemnifying party or (ii) the
named parties to such action (including any impleaded parties) include
both the indemnified party and the indemnifying party and such
indemnified party shall have been advised by counsel that there may be
one or more legal defenses available to such indemnified party that are
not available to the indemnifying party (in which case the indemnifying
party shall not have the right to assume the defense of such action on
behalf of such indemnified party, it being understood, however, that
the indemnifying party shall not, in connection with any one such action
or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or
circumstances, be liable for the reasonable fees and expenses of more
than one separate firm of attorneys for the indemnified party, which firm
shall be designated in writing by the indemnified party). The
indemnifying party shall not be liable for any settlement of any such
action or proceeding effected without its written consent, but if settled
with its written consent, or if there be a final judgment for the plaintiff
in any such action or proceeding, the indemnifying party agrees to
indemnify and hold harmless the indemnified party from and against any loss
or liability by reason of such settlement or judgment.
12. RESERVATION OF STOCK ISSUABLE UPON EXERCISE. The Company will at all
times reserve and keep available, solely for issuance and delivery upon the
exercise of this Warrant, such number of its shares of Common Stock or other
securities as shall from time to time be sufficient to effect the exercise of
this Warrant. If at any time the number of authorized but unissued shares of
Common Stock or other securities shall not be sufficient for such purposes, the
Company will take such corporate actions as may, in the opinion of its counsel,
be necessary to increase the Company's authorized but unissued shares of Common
Stock or other securities to such number of shares as shall be sufficient for
such purpose.
13. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents
and warrants to Holder that (a) it has all requisite corporate power and
authority, and has taken all necessary corporate action, to issue and deliver
this Warrant, to authorize and reserve for issuance and, upon payment from time
to time of the Exercise Price, to issue and deliver the Warrant Securities
issuable upon the exercise of this Warrant; (b) the Warrant Securities to be
delivered upon exercise of this Warrant, when payment is made therefor in
accordance with the terms of this Warrant, will be validly issued, fully paid
and nonassessable; (c) the holder of this Warrant shall receive good and
marketable title to the Warrant Securities, free and clear of all voting and
other trust arrangements, liens, encumbrances, equities and claims whatsoever
not created by Holder, and it shall have paid all taxes, if any, in respect to
the issuance thereof; and (d) the execution and delivery of this Warrant and the
consummation of the transactions herein contemplated will not result in a breach
or violation of, or constitute a default or an event permitting acceleration
under, any statute, its Articles of Incorporation or bylaws, or any mortgage,
lease, indenture or any other agreement, instrument, decree, order, judgment,
rule or regulation to which it is subject or a party.
14. REPLACEMENT OF WARRANT. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or destruction, upon
delivery of an indemnity agreement reasonably satisfactory in form and amount to
the Company or, in the case of any such mutilation, upon surrender and
cancellation of this Warrant, the Company will execute and deliver at its
expense, in lieu thereof, a new warrant of like tenor to Holder.
15. SPECIFIC PERFORMANCE. The Company stipulates that the remedies at law
available to the holder of this Warrant in the event of any default or
threatened default by it in the performance of or compliance with any of the
terms of the Agreement are not and will not be adequate, and that such terms may
be specifically enforced by a decree for the specific performance of any
agreement contained herein or by an injunction against a violation of any of the
terms hereof or otherwise.
8
16. APPLICABLE LAW. THIS WARRANT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO
PRINCIPLES OF CHOICE OF LAWS OF SUCH STATE.
17. ENTIRE AGREEMENT. This Warrant constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes any
and all prior agreements and understandings relating to the subject matter
hereof. This Warrant and any of the terms hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is
sought.
18. SUCCESSORS AND ASSIGNS. This Warrant shall be binding upon and inure
to the benefit of the Company and Holder and their respective successors and
permitted assigns; provided, however, nothing herein shall be construed to
permit assignment of the Warrant except in accordance with the provisions
herein.
19. SEVERABILITY. Every provision of this Warrant is intended to be
severable. If any term or provision hereof (or portion thereof) is determined
to be illegal or unenforceable for any reason whatsoever, such illegality or
unenforceability shall not affect any other term or provision (or portion
thereof) of this Warrant.
20. NOTICES. All notices and other communications from the Company to the
holder of this Warrant shall be mailed by first class registered or certified
mail, postage prepaid, at the following address or at such other address as may
have been furnished to the Company in writing by such holder, or, until an
address is so furnished, to the address of the last holder of such Warrant who
has so furnished an address to the Company:
If to the Company:
Waste Recovery, Inc.
309 South Pearl Expressway
Dallas, Texas 75201
If to Holder:
----------------------------------
----------------------------------
----------------------------------
9
IN WITNESS WHEREOF, this Warrant has been executed on behalf of WASTE
RECOVERY, INC. by its duly authorized officers as of the date first above
written.
WASTE RECOVERY, INC.
By:
--------------------------------------------------
Thomas L. Earnshaw, President
The terms and provisions of the Warrant are accepted and agreed to this ___
day of November, 1996.
-----------------------------------------------------
10
EXHIBIT "I"
NOTICE OF EXERCISE
(To be executed by Holder to exercise the
Warrant in whole or in part)
Waste Recovery, Inc.
309 South Pearl Expressway
Dallas, Texas 75201
Re: Warrant to Purchase Common Stock dated November ___, 1996 by and
between Waste Recovery, Inc. and ____________________ (the "Warrant")
Dear Sir or Madam:
The undersigned holder irrevocably elects to exercise the Warrant to
purchase _________ shares of Common Stock of Waste Recovery, Inc. (the
"Company") subject to the Warrant, and hereby makes payment of the amount of
$__________ in the manner described below, representing the Exercise Price per
share of Common Stock multiplied by the number of shares of Common Stock to be
purchased pursuant to this exercise.
By:
---------------------------------------------
$__________ cash
$__________ certified or bank cashier's check
$__________ wire transfer
$__________ shares of Common Stock of the Company
The undersigned requests that certificates for such shares of Common Stock
be issued as follows:
Name:
------------------------------
Address:
---------------------------
---------------------------
and if the exercise shall not be for all of the shares of Common Stock evidenced
by the Warrant, that a new warrant for the balance of the shares and upon the
same terms and conditions be registered in the name of, and delivered to, the
undersigned at Holder's address as set forth below:
----------------------------
----------------------------
By:
--------------------------------------
Date:
------------------------------------