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EXHIBIT 10.2
WARRANT PURCHASE CERTIFICATE FOR
SMITHDOWN INVESTMENTS, INC.
5,000 $5.00 per Warrant
This Warrant Certificate certifies that the Smithdown Voting Trust
Agreement, or its registered assignee (the "Holder"), is the owner of 5,000
Warrants (subject to adjustments as provided herein), each of which represents
the right to subscribe for and purchase from SMITHDOWN INVESTMENTS, INC.
Corporation, an Illinois corporation (the "Corporation"), one share of the
Common Stock, no par value, of the Corporation (the Common Stock, including any
stock into which it may be changed, reclassified or converted is herein
referred to as the "Common Stock") at the purchase price (the "Exercise Price")
of Five (5) Dollars per share (subject to adjustment as provided herein).
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ARE
SUBJECT TO CERTAIN RESTRICTIONS AS CONTAINED HEREIN, WITH RESPECT TO
THEIR TRANSFER.
The Warrants represented by this Warrant Certificate are subject to the
following provisions, terms and conditions:
1. EXERCISE OF WARRANTS
The Warrants may be exercised by the Holder, in whole or in part, by
surrender of this Warrant Certificate at the principal office of the
Corporation, as designated from time to time by notice in writing to the Holder
at the address of such Holder appearing on the books of the Corporation, with
the appropriate form attached hereto duly exercised, at any time within the
period beginning on the date hereof and expiring at the end of Ten (10) years
from the date hereof (the "Exercise Period") and by payment to the Corporation
of the purchase price for such shares. The Corporation agrees that the shares
of Common Stock so purchased shall be and are deemed to be issued to the Holder
as the record owner of such shares of Common Stock as of the close of business
on the date on which the Warrant Certificate shall have been surrendered and
payment made for such shares of Common Stock. Certificates representing the
shares of Common Stock so purchased shall be delivered to the Holder promptly
in no event later than thirty (30) days after the Warrants shall have been so
exercised, and, unless the Warrants have expired, a new Warrant Certificate
representing the number of Warrants represented by the surrendered Warrant
Certificate, if any, that shall not have been exercised shall also be delivered
to the holder with such time.
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2. ADJUSTMENTS
A. The Exercise Price and the number of shares of Common Stock issuable
upon exercise of each Warrant shall be subject to adjustment from time to time
as follows: 1 ) Stock Dividends; Stock Splits; Reverse Stock Splits;
Reclassification. In case the Corporation shall a) pay a dividend with respect
to its capital stock in shares of Common Stock, b) subdivide its outstanding
shares of Common Stock, c) combine its outstanding shares of Common Stock into
smaller number or shares of any class of Common Stock d) issue any shares of
its capital stock or e) issue any shares of its capital stock in a
reclassification in connection with a merger, consolidation or other business
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise.
B. Whenever the number of shares of Common Stock purchasable upon the
exercise of each Warrant is adjusted pursuant to Section 2A, the Exercise Price
for each share of Common Stock payable upon exercise of each Warrant shall be
adjusted by multiplying such Exercise Price immediately prior to such
adjustment by a fraction, the numerator of which shall be the number of shares
of Common Stock purchasable upon the exercise or each Warrant immediately prior
to such adjustment, and the denominator of which shall be the number of shares
of Common Stock so purchasable immediately thereafter.
C. Upon the expiration without being exercised of any rights, options,
warrants or conversion or exchange privileges for which an adjustment has been
made pursuant to this Warrant, the Exercise Price and the number of shares of
Common Stock purchasable upon the exercise of each Warrant shall, upon such
expiration, be readjusted and shall thereafter, upon any future exercise, be
such as they would have been had they been originally adjusted (or had the
original adjustment not been required, as the case may be) as if a) the only
shares of Common stock so issued were the shares of such Common Stock, if any,
actually issued or sold upon the exercise of such rights, options, warrants or
conversion or exchange rights and b) such shares of Common Stock, if any, were
issued or sold for the consideration actually received by the Corporation upon
such exercise plus the consideration, if any, actually received by the
corporation for issuance, sale or grant of all such rights, options, warrants
or conversions or exchange rights whether or not exercised; provided, that no
such readjustment shall have the effect of increasing the Exercise Price by an
amount, or decreasing the number of shares purchasable upon exercise of each
Warrant by a number, in excess of the amount or number of the adjustment
initially made in respect to the issuance, sale or grant of such rights,
options, warrants or conversion or exchange rights.
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D. The corporation shall cause to be mailed to the Holder of such as of
the record date and to the address as listed on the Corporation's books, a
notice by first class mail, postage prepaid for any dividend, distribution,
payment, adjustment in Exercise Price, as provided herein, voluntary or
involuntary dissolution, liquidation or winding up of the Corporation.
3. RESERVATION AND AUTHORIZATION OF COMMON STOCK
The Corporation covenants and agrees a) that all shares of Common stock
which may be issued upon the exercise of the Warrants represented by this
Warrant Certificate will, upon issuance, be validly issued, fully paid and
nonassessable and free of all insurance or transfer taxes, liens and charges
with respect to the issue thereof, b) that during the Exercise Period, the
Corporation will at all times have authorized, and reserved for the purpose of
issue or transfer upon exercise of the Warrants evidence by this Warrant
Certificate, sufficient shares of Common Stock to provide for the Exercise of
the Warrants represented by this Warrant Certificate, and c) that the
Corporation will take all such actions as may be necessary to ensure that the
shares of Common Stock issuable upon the exercise of the Warrants may be so
issued without violation of any applicable law or regulation, or any
requirements of any domestic securities exchange upon which any capital stock
of the company may be listed, provided, however, that nothing contained herein
shall impose upon the Corporation any obligation to register the warrants
evidence by this Warrant Certificate or such common Stock under applicable
securities laws.
4. NO VOTING RIGHTS
This Warrant Certificate shall not entitle the holder hereof to any voting
rights or other rights as a stockholder of the Corporation until exercised.
5. WARRANTS TRANSFERABLE
This Warrant Certificate and the Warrants it evidences are transferrable,
in whole or in part, without charge to the Holder, at the office or agency of
the Corporation referred to in Section 1, by the Holder in person or by duly
authorized attorney, upon surrender of this Warrant Certificate properly
endorsed, and provided further, any such transferee complies with the terms of
the Voting Trust Agreement of the Holder. Each taker or Holder of this Warrant
Certificate, by taking or holding the same, consents and agrees that this
Warrant Certificate, when endorsed in blank, shall be deemed negotiable, and
that the Holder, when this Warrant Certificate shall have been endorsed, may be
treated by the Corporation and all other persons dealing with this Warrant
Certificate as the absolute owner hereof for any purpose and as the person
entitled to exercise the rights represented by this Warrant Certificate, or to
the transfer hereof on the books of the Corporation, any notice to the contrary
notwithstanding;
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but until such transfer on such books, the Corporation may treat the registered
holder hereof as the owner for all purposes.
6. CLOSING OF BOOKS
The Corporation will at no time close its transfer books against the
transfer of any Warrant or of any shares of common Stock or other securities
issuable upon the exercise of any Warrant in any manner which interferes with
the timely exercise of the Warrants.
7. WARRANTS EXCHANGEABLE, LOSS, THEFT
This Warrant Certificate is exchangeable, upon the surrender hereof of any
Holder for a new Warrant Certificate of like tenor representing in the
aggregate the right to subscribe for and purchase the number of shares of
Common Stock which may be subscribed for and purchased hereunder, each such new
Warrant to represent the right to subscribe and purchase such number of shares
of Common Stock as shall be designated by said holder hereof at the time of
such surrender. Upon receipt of evidence satisfactory to the Corporation of
the loss, theft, destruction or mutilation, upon surrender or cancellation of
this Warrant Certificate, the Corporation will issue to the holder hereof a new
Warrant Certificate of like tenor, in lieu of this Warrant Certificate,
representing the right to subscribe for and purchase the number of shares of
the Common Stock which may be subscribed for and purchased hereunder.
8. RIGHTS AND OBLIGATION SURVIVE EXERCISE OF WARRANTS
The rights and obligations of the Corporation, of the Holder, and of the
holders of shares of Common Stock or other securities issued upon exercise of
the Warrants, contained in Sections 6 and 7 of this Warrant Certificate shall
survive the exercise of the Warrants.
Dated: December 26th, 1992
THE CORPORATION
BY: Edward J. Wehm
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ATTEST:
Howard B. Adams
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(Secretary) THE HOLDER
Edward J. Wehm
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Being all of the Trustees of the
aforesaid
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ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned registered Holder of the attached
Warrant Certificate hereby sells, assigns, and transfers unto the Assignee(s)
named below (including the undersigned with respect to any Warrants that are
evidenced by the Warrant Certificate that are not being assigned hereby) all of
the rights of the undersigned under the Warrant Certificate, with respect to
the number of Warrants set forth below:
Social Security or other
Names of Identifying Number of Number of
Assignee(s) Address Assignee (s) Warrants
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and does hereby irrevocably constitute and appoint ___________________________,
the undersigned's attorney in fact to make such transfer on the books of
SMITHDOWN INVESTMENTS, INC. maintained for the purpose, with full power of
substitution in the premises.
Dated:
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Holder
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