1
Exhibit 4.2
MANCHESTER EQUIPMENT COMPANY, INC.
WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK
No. 1 ________ Shares
FOR VALUE RECEIVED, Manchester Equipment Co., Inc., a New York
corporation (the "COMPANY"), hereby certifies that ____________________ or its
permitted assigns, is entitled to purchase from the Company, at any time or from
time to time commencing on [one year from effective date], 1997 and prior to
5:00 P.M., New York City time, on [five years from effective date], 2001,
_______________________ (_________) fully paid and nonassessable shares of the
common stock, $.01 par value per share, of the Company for an aggregate purchase
price of $__________ (computed on the basis of $______(1) per share).
(Hereinafter, (i) said common stock, together with any other equity securities
which may be issued by the Company with respect thereto or in substitution
therefor, is referred to as the "COMMON STOCK," (ii) the shares of the Common
Stock purchasable hereunder or under any other Warrant (as hereinafter defined)
are referred to individually as a "WARRANT SHARE" and collectively as the
"WARRANT SHARES," (iii) the aggregate purchase price payable for the Warrant
Shares hereunder is referred to as the "AGGREGATE WARRANT PRICE," (iv) the price
payable for each of the Warrant Shares hereunder is referred to as the "PER
SHARE WARRANT PRICE," (v) this Warrant, all similar Warrants issued on the date
hereof and all Warrants hereafter issued in exchange or substitution for this
Warrant or such similar Warrants are referred to as the "WARRANTS" and (vi) the
holder of this Warrant is referred to as the "HOLDER" and the holder of this
Warrant and all other Warrants or Warrant Shares issued upon the exercise of any
Warrant are referred to as the "HOLDERS.") The Aggregate Warrant Price is not
subject to adjustment. The Per Share Warrant Price is subject to adjustment as
hereinafter provided; in the event of any such adjustment, the number of Warrant
Shares shall be adjusted by dividing the Aggregate Warrant Price by the Per
Share Warrant Price in effect immediately after such adjustment.
1. EXERCISE OF WARRANT. (a) The Holder may exercise this Warrant, in
whole or in part, as follows:
(i) By presentation and surrender of this Warrant to
the Company at the address set forth in Subsection 9(a) hereof,
with the Subscription Form annexed hereto (or a reasonable
facsimile thereof) duly executed and accompanied by payment of the
Per Share Warrant Price for each Warrant Share to be purchased.
Payment for Warrant Shares shall be made by certified or official
bank check payable to the order of the Company; or
- --------
(1) 120% of public offering price.
2
(ii) By presentation and surrender of this Warrant to
the Company at the address set forth in Subsection 9(a) hereof,
with a Cashless Exercise Form annexed hereto (or a reasonable
facsimile thereof) duly executed (a "CASHLESS EXERCISE"). Such
presentation and surrender shall be deemed a waiver of the
Holder's obligation to pay all or any portion of the Aggregate
Warrant Price. In the event of a Cashless Exercise, the Holder
shall exchange its Warrant for that number of shares of Common
Stock determined by multiplying the number of Warrant Shares being
exercised by a fraction, the numerator of which shall be the
difference between the then current market price per share of the
Common Stock and the Per Share Warrant Price, and the denominator
of which shall be the then current market price per share of
Common Stock. For purposes of any computation under this Section
1(a)(ii), the then current market price per share of Common Stock
at any date shall be deemed to be the average for the thirty
consecutive business days immediately prior to the Cashless
Exercise of the daily closing prices of the Common Stock on the
principal national securities exchange on which the Common Stock
is admitted to trading or listed, or if not listed or admitted to
trading on any such exchange, the closing prices as reported by
the Nasdaq National Market, or if not then listed on the Nasdaq
National Market, the average of the highest reported bid and
lowest reported asked prices as reported by the National
Association of Securities Dealers, Inc. Automated Quotations
System ("NASDAQ") or if not then publicly traded, the fair market
price of the Common Stock as determined by the Board of Directors.
(b) If this Warrant is exercised in part, this Warrant must be
exercised for a number of whole shares of the Common Stock, and the Holder is
entitled to receive a new Warrant covering the Warrant Shares which have not
been exercised and setting forth the proportionate part of the Aggregate Warrant
Price applicable to such Warrant Shares. Upon such surrender of this Warrant,
the Company will issue a certificate or certificates, in such denominations as
are requested for delivery by the Holder, in the name of the Holder for the
largest number of whole shares of the Common Stock to which the Holder shall be
entitled and, if this Warrant is exercised in whole, in lieu of any fractional
share of the Common Stock to which the Holder shall be entitled, pay to the
Holder cash in an amount equal to the fair value of such fractional share
(determined in such reasonable manner as the Board of Directors of the Company
shall determine).
2. RESERVATION OF WARRANT SHARES; LISTING. The Company agrees that,
prior to the expiration of this Warrant, the Company will at all times (a) have
authorized and in reserve, and will keep available, solely for issuance or
delivery upon the exercise of this Warrant, the shares of the Common Stock
issuable upon the exercise of this Warrant, free and clear of all restrictions
on sale or transfer and free and clear of all preemptive rights and rights of
first refusal and (b) if the Company hereafter lists its Common Stock on any
national securities exchange, keep the shares of the Common Stock receivable
upon the exercise of this Warrant authorized for listing on such exchange upon
notice of issuance.
-2-
3
3. PROTECTION AGAINST DILUTION. (a) In case the Company shall hereafter
(i) pay a dividend or make a distribution on its capital stock in shares of
Common Stock, (ii) subdivide its outstanding shares of Common Stock into a
greater number of shares, (iii) combine its outstanding shares of Common Stock
into a smaller number of shares or (iv) issue by reclassification of its Common
Stock any shares of capital stock of the Company, the Per Share Warrant Price
shall be adjusted so that the Holder upon the exercise hereof shall be entitled
to receive the number of shares of Common Stock or other capital stock of the
Company which he would have owned immediately following such action had such
Warrant been exercised immediately prior thereto. An adjustment made pursuant to
this Subsection 3(a) shall become effective immediately after the record date in
the case of a dividend or distribution and shall become effective immediately
after the effective date in the case of a subdivision, combination or
reclassification.
(b) If, at any time or from time to time after the date of
this Warrant, the Company shall issue or distribute to the holders of shares of
Common Stock evidences of its indebtedness, any other securities of the Company
or any cash, property or other assets (excluding a subdivision, combination or
reclassification, or dividend or distribution payable in shares of Common Stock,
referred to in Subsection 3(a), and also excluding cash dividends or cash
distributions paid out of net profits legally available therefor if the full
amount thereof, together with the value of other dividends and distributions
made substantially concurrently therewith or pursuant to a plan which includes
payment thereof, is equivalent to not more than 5% of the Company's net worth)
(any such nonexcluded event being herein called a "SPECIAL DIVIDEND"), the Per
Share Warrant Price shall be adjusted by multiplying the Per Share Warrant Price
then in effect by a fraction, the numerator of which shall be the then current
market price of the Common Stock (defined as the average for the thirty
consecutive business days immediately prior to the record date of the daily
closing price of the Common Stock as reported by the national securities
exchange upon which the Common Stock is then listed or if not listed on any such
exchange, the average of the closing prices as reported by Nasdaq National
Market, or if not then listed on the Nasdaq National Market, the average of the
highest reported bid and lowest reported asked prices as reported by NASDAQ, or
if not then publicly traded, the fair market price as determined by the
Company's Board of Directors) less the fair market value (as determined by the
Company's Board of Directors) of the evidences of indebtedness, cash, securities
or property, or other assets issued or distributed in such Special Dividend
applicable to one share of Common Stock and the denominator of which shall be
such then current market price per share of Common Stock. An adjustment made
pursuant to this Subsection 3(b) shall become effective immediately after the
record date of any such Special Dividend.
(c) In case of any capital reorganization or reclassification,
or any consolidation or merger to which the Company is a party other than a
merger or consolidation in which the Company is the continuing corporation, or
in case of any sale or conveyance to another entity of the property of the
Company as an entirety or substantially as an entirety, or in the case of any
statutory exchange of securities with another corporation (including any
exchange effected in connection with a merger of a third corporation into the
Company), the
-3-
4
Holder of this Warrant shall have the right thereafter to receive on the
exercise of this Warrant the kind and amount of securities, cash or other
property which the Holder would have owned or have been entitled to receive
immediately after such reorganization, reclassification, consolidation, merger,
statutory exchange, sale or conveyance had this Warrant been exercised
immediately prior to the effective date of such reorganization,
reclassification, consolidation, merger, statutory exchange, sale or conveyance
and in any such case, if necessary, appropriate adjustment shall be made in the
application of the provisions set forth in this Section 3 with respect to the
rights and interests thereafter of the Holder of this Warrant to the end that
the provisions set forth in this Section 3 shall thereafter correspondingly be
made applicable, as nearly as may reasonably be, in relation to any shares of
stock or other securities or property thereafter deliverable on the exercise of
this Warrant. The above provisions of this Subsection 3(c) shall similarly apply
to successive reorganizations, reclassifications, consolidations, mergers,
statutory exchanges, sales or conveyances. The issuer of any shares of stock or
other securities or property thereafter deliverable on the exercise of this
Warrant shall be responsible for all of the agreements and obligations of the
Company hereunder. Notice of any such reorganization, reclassification,
consolidation, merger, statutory exchange, sale or conveyance and of said
provisions so proposed to be made, shall be mailed to the Holders of the
Warrants not less than 15 days prior to such event. A sale of all or
substantially all of the assets of the Company for a consideration consisting
primarily of securities shall be deemed a consolidation or merger for the
foregoing purposes.
(d) If at any time or from time to time the Company shall take
any action affecting its Common Stock or any other capital stock of the Company,
not otherwise described in any of the foregoing subsections of this Section 3,
then, if the failure to make any adjustment would not fairly protect the
purchase rights represented by this Warrant in accordance with the essential
intent and principles hereof then, in each such case, the Holders of Warrants
representing the right to purchase a majority of the Warrant Shares subject to
all outstanding Warrants may appoint a firm of independent public accountants of
recognized national standing reasonably acceptable to the Company, which shall
give their opinion as to the adjustment, if any, on a basis consistent with the
essential intent and principles established herein, necessary to preserve the
purchase rights represented by the Warrants. Upon receipt of such opinion, the
Company will promptly mail a copy thereof to the Holder of this Warrant and
shall make the adjustments described therein. The fees and expenses of such
independent public accountants shall be borne by the Company.
(e) No adjustment in the Per Share Warrant Price shall be
required unless such adjustment would require an increase or decrease of at
least $0.05 per share of Common Stock; provided, however, that any adjustments
which by reason of this Subsection 3(e) are not required to be made shall be
carried forward and taken into account in any subsequent adjustment; provided
further, however, that adjustments shall be required and made in accordance with
the provisions of this Section 3 (other than this Subsection 3(e)) not later
than such time as may be required in order to preserve the tax-free nature of a
distribution to the Holder of this Warrant or Common Stock issuable upon
exercise hereof. All calculations under this Section 3 shall be
-4-
5
made to the nearest cent or to the nearest 1/100th of a share, as the case may
be. Anything in this Section 3 to the contrary notwithstanding, the Company
shall be entitled to make such reductions in the Per Share Warrant Price, in
addition to those required by this Section 3, as it in its discretion shall deem
to be advisable in order that any stock dividend, subdivision of shares or
distribution of rights to purchase stock or securities convertible or
exchangeable for stock hereafter made by the Company to its shareholders shall
not be taxable.
(f) Whenever the Per Share Warrant Price is adjusted as
provided in this Section 3 and upon any modification of the rights of a Holder
of Warrants in accordance with this Section 3, the Company shall cause its Chief
Financial Officer to set forth the Per Share Warrant Price and the number of
Warrant Shares after such adjustment or the effect of such modification, a brief
statement of the facts requiring such adjustment or modification and the manner
of computing the same and cause copies of such certificate to be mailed to the
Holders of the Warrants.
(g) If, as a result of an adjustment made pursuant to this
Section 3, the Holder of any Warrant thereafter surrendered for exercise shall
become entitled to receive shares of two or more classes of capital stock or
shares of Common Stock and other capital stock of the Company, the Board of
Directors (whose determination shall be conclusive and shall be described in a
written notice to the Holder of any Warrant promptly after such adjustment)
shall determine the allocation of the adjusted Per Share Warrant Price between
or among shares or such classes of capital stock or shares of Common Stock and
other capital stock.
4. FULLY PAID STOCK; TAXES. The Company agrees that the shares of the
Common Stock represented by each and every certificate for Warrant Shares
delivered on the exercise of this Warrant shall, at the time of such delivery,
be validly issued and outstanding, fully paid and nonassessable, and not subject
to preemptive rights or rights of first refusal, and the Company will take all
such actions as may be necessary to assure that the par value or stated value,
if any, per share of the Common Stock is at all times equal to or less than the
then Per Share Warrant Price. In the event that the Warrant Shares are not
registered pursuant to an effective registration statement filed under the
Securities Act of 1933 (the "Act"), the certificates representing the Warrant
Shares shall bear a restrictive legend in form and substance reasonably
satisfactory to counsel for the Company.
5. REGISTRATION UNDER SECURITIES ACT OF 1933. (a) The Company agrees
that if, at any time during the period commencing on [one year from the
effective date], 1997 and ending on [five years from the effective date], 2001,
the Holder and/or the Holders of any other Warrants and/or Warrant Shares who or
which shall hold not less than 50% of the Warrants and/or Warrant Shares
outstanding at such time and not previously sold pursuant to this Section 5
shall request that the Company file, under the Act, a registration statement
under the Act covering not less than 50% of the Warrant Shares issued or
issuable upon the exercise of the Warrants and not so previously sold, the
Company will (i) promptly notify each Holder of the Warrants and each holder of
Warrant Shares not so previously sold that such registration
-5-
6
statement will be filed and that the Warrant Shares which are then held, and/or
may be acquired upon exercise of the Warrants by the Holder and such Holders,
will be included in such registration statement at the Holder's and such
Holders' request, (ii) cause such registration statement to be filed with the
Securities and Exchange Commission within thirty days of such request and to
cover all Warrant Shares which it has been so requested to include, (iii) use
its reasonable efforts to cause such registration statement to become effective
as soon as practicable, and (iv) take all other action necessary under any
Federal or state law or regulation of any governmental authority to permit all
Warrant Shares which it has been so requested to include in such registration
statement to be sold or otherwise disposed of, and will maintain such compliance
with each such Federal and state law and regulation of any governmental
authority for the period necessary for such Holders to effect the proposed sale
or other disposition, provided that the Company shall not be required to
maintain the registration statement in effect for a period in excess of nine
months. The Company shall be required to effect a registration or qualification
pursuant to this Subsection 5(a) on one occasion only.
(b) The Company agrees that if, at any time and from time to
time during the period commencing on [one year from the effective date], 1997
and ending on [five years from the effective date], 2001, the Board of Directors
of the Company shall authorize the filing of a registration statement (any such
registration statement being hereinafter called a "SUBSEQUENT REGISTRATION
STATEMENT") under the Act (otherwise than pursuant to Subsection 5(a) hereof, or
other than a registration statement on Form S-8 or S-4 or other form which does
not include substantially the same information as would be required in a form
for the general registration of securities) in connection with the proposed
offer of any of its securities by it or any of its shareholders, the Company
will (i) promptly notify the Holder and each of the Holders, if any, of other
Warrants and/or Warrant Shares not previously sold pursuant to this Section 5
that such Subsequent Registration Statement will be filed and that the Warrant
Shares which are then held, and/or which may be acquired upon the exercise of
the Warrants, by the Holder and such Holders, will, at the Holder's and such
Holders' request, be included in such Subsequent Registration Statement, (ii)
upon the written request of a Holder made within 20 days after the giving of
such notice by the Company, include in the securities covered by such Subsequent
Registration Statement all Warrant Shares which it has been so requested to
include, (iii) use its reasonable efforts to cause such Subsequent Registration
Statement to become effective as soon as practicable, with such Registration
Statement to have a duration of not more than [6] months from its date of
effectiveness, and (iv) take all other action necessary under any Federal or
state law or regulation of any governmental authority to permit all Warrant
Shares which it has been so requested to include in such Subsequent Registration
Statement to be sold or otherwise disposed of, and will maintain such compliance
with each such Federal and state law and regulation of any governmental
authority for the period necessary for the Holder and such Holders to effect the
proposed sale or other disposition, provided that the Company shall not be
required to maintain the Subsequent Registration Statement in effect for a
period in excess of nine months.
-6-
7
(c) Whenever the Company is required pursuant to the
provisions of this Section 5 to include Warrant Shares in a registration
statement, the Company shall (i) furnish each Holder of any such Warrant Shares
and each underwriter of such Warrant Shares with such copies of the prospectus,
including the preliminary prospectus, conforming to the Act (and such other
documents as each such Holder or each such underwriter may reasonably request)
in order to facilitate the sale or distribution of the Warrant Shares, (ii) use
its reasonable efforts to register or qualify such Warrant Shares under the blue
sky laws (to the extent applicable) of such jurisdiction or laws (to the extent
applicable) of such jurisdiction or jurisdictions as the Holders of any such
Warrant Shares and each underwriter of Warrant Shares being sold by such Holders
shall reasonably request and (iii) take such other actions as may be reasonably
necessary or advisable to enable such Holders and such underwriters to
consummate the sale or distribution in such jurisdiction or jurisdictions in
which such Holders shall have reasonably requested that the Warrant Shares be
sold. Nothing contained in this Warrant shall be construed as requiring a Holder
to exercise its Warrant prior to the closing of an offering pursuant to a
registration statement referred to in Subsection 5(a) or 5(b).
(d) In the event of an underwritten public offering pursuant
to this Section 5, the Company shall furnish to each underwriter a signed
counterpart, addressed to such underwriter, of (i) an opinion of counsel to the
Company, dated the date of the closing under the underwriting agreement, and
(ii) a "comfort" letter dated the effective date of such registration statement
and a letter dated the date of the closing under the underwriting agreement
signed by the independent public accountants who have issued a report on the
Company's financial statements included in such registration statement, in each
case covering substantially the same matters with respect to such registration
statement (and the prospectus included therein) and, in the case of such
accountants' letter, with respect to events subsequent to the date of such
financial statements, as are customarily covered in opinions of issuer's counsel
and in accountants' letters delivered to underwriters in underwritten public
offerings of securities.
(e) The Company shall enter into an underwriting agreement
with the managing underwriters selected by Holders holding 50% of the Warrant
Shares requested to be included in a registration statement filed pursuant to
Section 5(a). Such agreement shall be reasonably satisfactory in form and
substance to the Company, each Holder and such managing underwriters, and shall
contain such representations, warranties and covenants by the Company and such
other terms as are customarily contained in agreements of that type used by the
managing underwriter. The Holders shall be parties to any underwriting agreement
relating to an underwritten sale of their Warrant Shares. Such Holders shall not
be required to make any representations or warranties to or agreements with the
Company or the underwriters except as they may relate to such Holders and their
intended methods of distribution.
(f) The Company shall pay all expenses incurred in connection
with any registration statement or other action pursuant to the provisions of
this Section 5, other than the fees and expenses of one counsel representing the
Holders of Warrant Shares included in any
-7-
8
such registration statement and underwriting discounts and applicable transfer
taxes relating to the Warrant Shares.
(g) The Company will indemnify, and, if such indemnity is
unavailable, will agree to just and equitable contribution to, the Holders of
Warrant Shares which are included in each registration statement referred to in
Subsections 5(a) and 5(b), and the underwriters of such Warrant Shares,
substantially to the same extent as the Company has indemnified, and agreed to
just and equitable contribution to, the underwriters (the "UNDERWRITERS") of its
public offering of Common Stock pursuant to the Underwriting Agreement (the
"UNDERWRITING AGREEMENT"), dated ___________________, 1996, by and among the
Company, Barry R. Steinberg and Ladenburg Thalmann & Co. Inc., Cruttenden Roth
Incorporated and the other underwriters named in Schedule A thereto. Each
selling Holder of Warrant Shares (i) shall be obligated to furnish information
in writing to the Company, upon the Company's reasonable request therefor, for
use in connection with the preparation of such Registration Statement, and (ii)
severally and not jointly, will indemnify and hold harmless the Company, its
directors, its officers who shall have signed any such registration statement
and each person, if any, who controls the Company within the meaning of Section
15 of the Act to the same extent as the foregoing indemnity from the Company,
but in each case to the extent, and only to the extent, that any statement in or
omission from or alleged omission from such registration statement, any final
prospectus, or any amendment or supplement thereto was made in reliance upon
information furnished in writing to the Company by such selling Holder
specifically for use in connection with the preparation of such registration
statement, any final prospectus or any such amendment or supplement thereto;
provided, however, that the obligation of any Holder of Warrant Shares to
indemnify the Company under the provisions of this Subsection (g) shall be
limited to the excess of (1) the product of (A) the number of Warrant Shares
being sold by the selling Holder and (B) the market price of the Common Stock on
the date of the sale to the public of such Warrant Shares over (2) the aggregate
amount, if any, paid to the Company by such Holder in connection with the
issuance of such Warrant Shares.
(h) Notwithstanding any provisions to the contrary herein, to the
extent that the sales of Warrant Shares proposed to be made by the Holder
pursuant to a registration statement under this Section 5 can, in the opinion of
counsel to the Company, be effected without volume or other material limitations
pursuant to Rule 144 or any other available exemption from registration under
the Act, the Holder will not be entitled to request registration of such shares
hereunder.
(i) In connection with any underwritten public offering in which
the Holder is entitled to participate pursuant to this Section 5, the Holder
will agree to any reasonable "lockup" arrangements requested by the managing
underwriter, provided that the lock-up period will not exceed 90 days unless a
longer period is agreed to by other shareholders selling shares in the offering.
-8-
9
6. LIMITED TRANSFERABILITY. This Warrant may not be sold, transferred,
assigned or hypothecated by the Holder (a) except in compliance with the
provisions of the Act, and (b) until the first anniversary hereof except (i) to
any successor firm or corporation of Ladenburg Thalmann & Co. Inc. or Cruttenden
Roth Incorporated, (ii) to any of the officers of Ladenburg Thalmann & Co. Inc.
or Cruttenden Roth Incorporated, or of any such successor firm or (iii) in the
case of an individual, pursuant to such individual's last will and testament or
the laws of descent and distribution, and is so transferable only upon the books
of the Company which it shall cause to be maintained for the purpose. The
Company may treat the registered Holder of this Warrant as he or it appears on
the Company's books at any time as the Holder for all purposes. The Company
shall permit any Holder of a Warrant or his duly authorized attorney, upon
written request during ordinary business hours, to inspect and copy or make
extracts from its books showing the registered holders of Warrants. All Warrants
issued upon the transfer or assignment of this Warrant will be dated the same
date as this Warrant, and all rights and obligations of the Holder thereof shall
be identical to those of the Holder.
7. LOSS, ETC., OF WARRANT. Upon receipt of evidence satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant, and of
indemnity reasonably satisfactory to the Company, if lost, stolen or destroyed,
and upon surrender and cancellation of this Warrant, if mutilated, the Company
shall execute and deliver to the Holder a new Warrant of like date, tenor and
denomination.
8. WARRANT HOLDER NOT SHAREHOLDER. Except as otherwise provided herein,
this Warrant does not confer upon the Holder any right to vote or to consent to
or receive notice as a shareholder of the Company, as such, in respect of any
matters whatsoever, or any other rights or liabilities as a shareholder, prior
to the exercise hereof.
9. NOTICES. All notices and other communications required or permitted
to be given under this Warrant shall be in writing and shall be deemed to have
been duly given if delivered by facsimile transmission, or sent by recognized
overnight courier or by certified mail, return receipt requested, postage paid,
to the parties hereto as follows:
(a) if to the Company at 160 Oser Avenue, Hauppauge, New York
11788, Att.: Joel G. Stemple, facsimile no. (516) 435-1004, or such other
address as the Company has designated in writing to the Holder, or
(b) if to the Holder at __________________, ________, ________
_____, Att.: _____________, facsimile no. ______________, or such other address
or facsimile number as the Holder has designated in writing to the Company.
10. HEADINGS. The headings of this Warrant have been inserted as a
matter of convenience and shall not affect the construction hereof.
-9-
10
11. APPLICABLE LAW. This Warrant shall be governed by and construed in
accordance with the law of the State of New York without giving effect to the
principles of conflicts of law thereof.
IN WITNESS WHEREOF, Manchester Equipment Co., Inc. has caused this
Warrant to be signed by its President and its corporate seal to be hereunto
affixed and attested by its Secretary this ____ day of ____________, 1996.
MANCHESTER EQUIPMENT CO., INC.
By:__________________________________________
President
ATTEST:
_________________________________
Secretary
[Corporate Seal]
-10-
11
ASSIGNMENT
FOR VALUE RECEIVED ____________________________ hereby sells,
assigns and transfers unto __________________________ the foregoing Warrant and
all rights evidenced thereby, and does irrevocably constitute and appoint
_______________________, attorney, to transfer said Warrant on the books of
Manchester Equipment Co., Inc.
Dated: _________________________ Signature:______________________________
Address: _______________________________
_______________________________
PARTIAL ASSIGNMENT
FOR VALUE RECEIVED __________________________ hereby assigns and
transfers unto ____________________________ the right to purchase ______________
shares of the Common Stock of Manchester Equipment Co., Inc. covered by the
foregoing Warrant, and a proportionate part of said Warrant and the rights
evidenced thereby, and does irrevocably constitute and appoint
_____________________, attorney, to transfer that part of said Warrant on the
books of Manchester Equipment Co., Inc.
Dated: _________________________ Signature:______________________________
Address: _______________________________
_______________________________
-11-
12
SUBSCRIPTION FORM
(To be executed upon exercise of Warrant pursuant to Section 1 (a)(i))
The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant for, and to purchase thereunder,
______________ shares of Common Stock, as provided for in Section 1(a)(i), and
tenders herewith payment of the purchase price in full in the form of cash or a
certified or official bank check in the amount of
$___________.
Please issue a certificate or certificates for such Common Stock
in the name of, and pay any cash for any fractional share to:
(Please print name, address and Social Security No.)
Name:______________________________________________
Address:___________________________________________
___________________________________________________
___________________________________________________
Social Security Number:____________________________
Signature:_________________________________________
NOTE: The above signature should correspond
exactly with the name on the first page of
this Warrant or with the name of the
assignee appearing in the assignment form
below.
And if said number of shares shall not be all the shares purchasable
under the within Warrant, a new Warrant is to be issued in the name of said
undersigned for the balance remaining of the shares purchasable thereunder.
-12-
13
CASHLESS EXERCISE FORM
(To be executed upon exercise of Warrant pursuant to Section 1(a)(ii))
The undersigned hereby irrevocably elects to surrender _______ shares
purchasable under this Warrant for such shares of Common Stock issuable in
exchange therefor pursuant to the Cashless Exercise provisions of the within
Warrant, as provided for in Section 1(a)(ii) of such Warrant.
Please issue a certificate or certificates for such Common Stock in the
name of, and pay cash for fractional shares to:
(Please print name, address and Social Security No.)
Name:______________________________________________
Address:___________________________________________
___________________________________________________
___________________________________________________
Social Security Number:____________________________
Signature:_________________________________________
NOTE: The above signature should correspond
exactly with the name on the first page of
this Warrant or with the name of the
assignee appearing in the assignment form
below.
And if said number of shares shall not be all the shares exchangeable
or purchasable under the within Warrant, a new Warrant is to be issued in the
name of the undersigned for the balance remaining of the shares purchasable
thereunder.
-13-