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EXHIBIT 10.6
COMMON STOCK WARRANT
March 8, 1996
NEITHER THIS WARRANT, NOR THE STOCK TO BE ISSUED UPON EXERCISE HEREOF, HAS BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 SECURITIES
ACT"), OR QUALIFIED OR REGISTERED UNDER ANY STATE SECURITIES LAWS (THE "STATE
SECURITIES LAWS"), AND THIS WARRANT HAS BEEN, AND THE COMMON STOCK TO BE ISSUED
UPON EXERCISE HEREOF WILL BE, ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO,
OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NO SUCH SALE OR
OTHER DISPOSITION MAY BE MADE WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE 1933 SECURITIES ACT AND COMPLIANCE WITH THE APPLICABLE STATE SECURITIES
LAWS, OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE ISSUER AND ITS
COUNSEL, THAT SAID REGISTRATION IS NOT REQUIRED UNDER THE 1933 SECURITIES ACT
AND THAT APPLICABLE STATE SECURITIES LAWS HAVE BEEN COMPLIED WITH.
WARRANT
Void after March 8, 2004
No. 3 Warrant to Purchase Common Stock
$.05 Par Value
This certifies that North Dakota Small Business Investment Company, a North
Dakota Limited Partnership ("Purchaser"), having an address of c/o
InvestAmerica ND Management, Inc., 101 2nd Street S.E., Suite 800, Cedar
Rapids, Iowa 52401, or any party to whom this Warrant is assigned in compliance
with the terms hereof (Purchaser and any such assignee being hereafter
sometimes referred to as "Holder"), is entitled to subscribe to and purchase,
(i) during the period commencing at the date first set forth above and ending
at 5 p.m. Toledo, Ohio local time, on the "Expiration Date" (as defined below),
TWO HUNDRED FORTY-SEVEN THOUSAND FIVE HUNDRED FIFTY-FIVE (247,555) shares of
fully paid and nonassessable Common Stock (as hereinafter defined) of Centrum
Industries, inc. (the "Company"'), a Delaware corporation with its principal
place of business at 6135 Trust Drive, Suite 104A, Holland, Ohio 43528. This
Warrant is one of a series of Warrants identical in form issued by the Company
pursuant to the Agreement (as defined below), and the Holder, by acceptance
hereof, agrees to be bound by the provisions of such Agreement as applicable to
this Warrant. The purchase price of each such share of Common Stock shall be
the Warrant Price as defined below. This Warrant was originally issued to
Purchaser pursuant to the Agreement (as defined below).
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ARTICLE I
DEFINITIONS
1.1 "Aggregate Price" shall mean the product, at any time of reference, of (i)
the Warrant Price multiplied by (ii) the number of shares of Warrant
Stock.
1.2 "Agreement" shall mean that certain Note and Warrant Purchase Agreement
entered into by and between Purchaser, among others, and the Company of
even date herewith.
1.3 "Common Stock" shall mean and include the Company's common stock, par
value $.05, as constituted on the date hereof, and shall also include any
capital stock of any class or series of the Company's hereafter authorized
which shall substitute for or replace the Common Stock as constituted on
the date hereof; provided, however, that in the event the Company
authorizes one or more classes or series of capital stock qualifying as
"Common Stock" for purposes of the foregoing definition, in addition to
the class of authorized capital stock denominated as "Common Stock" in the
Company's Certificate of Incorporation as of the date hereof, the Holder
shall have the right to designate at each time it exercises its rights
hereunder the class or series of authorized capital stock that it elects
to purchase in satisfaction of its rights hereunder.
1.4 "Common Stock Equivalents" shall mean Convertible Securities and Rights.
1.5 "Convertible Securities" means any securities which are directly or
indirectly convertible into Common Stock.
1.6 "Effective Price" means the quotient obtained by dividing (i) Minimum
Consideration by (ii) Maximum Shares Upon Exercise
1.7 "Expiration Date" means March 8, 2004.
1.8 "Maximum Shares Upon Exercise" means the maximum number of shares of
Common Stock issuable under a Common Stock Equivalent upon complete
exercise and full conversion of all Rights or Convertible Securities
represented thereby, computed without regard to contingent adjustments to
the number of shares issuable upon exercise and conversion.
1.9 "Minimum Consideration" means the minimum aggregate consideration paid or
payable at any time for the purchase of the Common Stock Equivalents
during the term of the Common Stock Equivalents, and upon complete
exercise and full conversion of the Common Stock Equivalents, computed
without regard to contingent adjustments to exercise or conversion price.
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1.10 "Notes" means the Company's 11% Convertible Subordinated Notes due March
31, 2001, one or more of which has been issued by the Company on the date
hereof to the Purchaser, among others, together with any note issued in
exchange therefor or replacement thereof.
1.11 "Rights" means any options, warrants, or rights to purchase Common Stock
or Convertible Securities.
1.12 "Warrant Price" shall mean Two and 00/100 ($2.00) Dollars for each share
of Common Stock subject, however, to reduction pursuant to Section 3.5
hereof.
1.13 "Warrant Stock" shall mean 247,555 shares of Common Stock, subject to
reduction as provided in Section 2.2 hereof.
ARTICLE II
EXERCISE AND PAYMENT
2.1 Cash Exercise. The purchase rights represented by this Warrant may be
exercised by Holder, in whole or in part, by written notice of exercise
delivered to the Company at least twenty (20) days prior to the intended
date of exercise and by the surrender of this Warrant at the principal
office of the Company, and by the payment to the Company, by certified,
cashier's or other check acceptable to the Company, of an amount equal to
the aggregate Warrant Price of the shares being purchased.
2.2 Deemed Exercise Upon Conversion of Notes. In lieu of exercising this
Warrant pursuant to Section 2.1, Holder may elect to convert all or a
portion of the outstanding principal balance of any of the Notes into
shares of Common Stock at a conversion price equal to the Warrant Price
pursuant to the terms of such Note, in which event this Warrant shall be
deemed, without further act or instrument, to have been exercised for a
number of shares of Common Stock equal to the number of shares of Common
Stock received by the Purchaser upon such conversion, and the number of
shares of Warrant Stock subject to this Warrant shall be reduced by an
equal number of shares, and this Warrant shall remain in full force and
effect with respect to such reduced number of shares of Warrant Stock. The
foregoing conversion shall be effected by delivery of a written notice to
the Company at least twenty (20) days prior to the intended date of
conversion specifying the amount of outstanding principal to be converted.
By way of example and illustration only, if the Purchaser elects to
convert $100,000 of the outstanding principal balance of a Note and
receives 50,000 shares of Common Stock upon such conversion, the number of
shares of Warrant Stock subject to this Warrant shall be reduced from
247,555 to 197,555 and this Warrant shall remain in full force and effect
with respect to such 197,555 shares of Warrant Stock.
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2.3 Stock Certificate. In the event of any exercise of the rights represented
by this Warrant, certificates for the shares of Common Stock so purchased
shall be delivered to Holder within a reasonable time and, unless this
Warrant has been fully exercised or has expired, a new Warrant
representing the number of shares of Common Stock with respect to which
this Warrant shall not have been exercised shall also be issued to Holder
within such time.
2.4 Stock Fully Paid; Reservation of Shares. The Company covenants and agrees
that all Common Stock which may be issued upon the exercise of the rights
represented by this Warrant will, upon issuance, be fully paid and
nonassessable and free from all taxes, liens and charges with respect to
the issue thereof (excluding taxes based on the income of Holder),
provided that any such shares of Common Stock shall be subject to the
restrictions, obligations and duties imposed upon stockholders of the
Company pursuant to that certain Equity Holders' Agreement, of even date
herewith, among the Company and the Purchaser, among others, as the same
may be amended and supplemented to and including the date hereof (the
"Equity Holders' Agreement"), and shall be subject to applicable
restrictions imposed by relevant federal and state securities laws
relating to capital stock sold in a private placement. The Company further
covenants and agrees that during the period within which the rights
represented by this Warrant may be exercised, the Company will at all
times have authorized and reserved for issuance a sufficient number of
shares of its Common Stock as would be required upon the full exercise of
the rights represented by this Warrant.
2.5 Fractional Shares. No fractional share of Common Stock will be issued in
connection with any exercise hereof, but in lieu of a fractional share
upon complete exercise hereof, Holder may purchase a whole share at the
then effective Warrant Price.
ARTICLE III
CERTAIN ADJUSTMENTS OF NUMBER OF
SHARES PURCHASABLE AND WARRANT PRICE
The number and kind of securities purchasable upon the exercise of this
Warrant and the Warrant Price shall be subject to adjustment from time to time
upon the occurrence of certain events, as follows:
3.1 Reclassification, Consolidation or Merger. In case of: (i) any
reclassification or change of outstanding securities issuable upon
exercise of this Warrant; (ii) any consolidation or merger of the Company
with or into another corporation (other than a merger with another
corporation in which the Company is a continuing corporation and which
does not result in any reclassification, change or exchange of outstanding
securities issuable upon exercise of this Warrant); or (iii) any sale or
transfer to another corporation of all,
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or substantially all, of the property of the Company, then, and in each
such event, the Company or such successor or purchasing corporation, as the
case may be, shall execute a new Warrant which will provide that Holder
shall have the right to exercise such new Warrant and purchase upon such
exercise, in lieu of each share of Common Stock theretofore issuable upon
exercise of this Warrant, the kind and amount of securities, money and
property receivable upon such reclassification, change, consolidation,
merger, sale or transfer by a holder of one share of Common Stock issuable
upon exercise of this Warrant had this Warrant been exercised immediately
prior to such reclassification, change, consolidation, merger, sale or
transfer. Such new Warrant shall provide for adjustments which shall be as
nearly equivalent as may be practicable to the adjustments provided in this
Section 3 and the provisions of this Section 3.1, shall similarly apply to
successive reclassifications, changes, consolidations, mergers, sales and
transfers.
3.2 Subdivision or Combination of Shares. If the Company shall at any time
while this Warrant remains outstanding and unexercised in whole or in
part: (i) divide its Common Stock, the Warrant Price shall be
proportionately reduced; or (ii) combine shares of is Common Stock, the
Warrant Price shall be proportionately increased.
3.3 Adjustment for Issue or Sale of Shares at Less Than the Warrant Price.
If, in a transaction other than an issuance excepted from these provisions
as set forth below or an issuance that causes an adjustment under Sections
3.1 or 3.2, the Company shall at any time or from time to time, issue any
additional shares of Common Stock without consideration or for a net
consideration per share less than the Warrant Price in effect immediately
prior to such issuance, then, and in each case, the Warrant Price shall be
lowered to an amount equal to the lowest per share price received, or
deemed received, by the Company as consideration for such Shares.
For purposes of this Section 3.3:
(i) There shall be no adjustment under this Section 3.3 for any sales
or issuances: (a) in a transaction in which an adjustment will be
made pursuant to Section 3.1 or 3.2; or (b) upon exercise or
conversion of Common Stock Equivalents outstanding on the
original date of issuance of this Warrant; or (c) pursuant to
that certain Confidential Private Placement Memorandum of the
Company dated November 15, 1995 for the sale of up to 2,400,000
shares of the Company's common stock at a price of $1.50 per
share; or (d) upon the Company's granting to George Wells, no
later than ninety (90) days after March 31, 1996 fiscal year at
the discretion of the Company's Board of Directors, based upon
satisfaction of certain incentive goals, an option or options to
purchase up to 150,000 shares of the Company's common stock at a
price of $1.50 per share;
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(ii) The issuance of Common Stock Equivalents shall be deemed an
issuance at such time of the shares of Common Stock underlying
the Common Stock Equivalents. If the Effective Price shall be
less than the Warrant Price at the time of such issuance, then an
adjustment in the Warrant Price shall be made upon each such
issuance in the manner provided in this Section 3.3. No
adjustment of the Warrant Price shall be made under this Section
3.3 upon the issuance of shares of Common Stock upon the exercise
or conversion of Common Stock Equivalents if an adjustment has
previously been made as above provided. Any adjustment of the
Warrant Price shall be disregarded, if, as and when such Common
Stock Equivalents expire or are cancelled without being exercised
so that the Warrant Price effective immediately upon such
cancellation or expiration shall be equal to the Warrant Price in
effect at the time of the issuance of the expired or cancelled
Common Stock Equivalents, with such additional adjustments as
would have been made to the Warrant Price had the expired or
cancelled Common Stock Equivalents not been issued.
3.4 Other Action Affecting Common Stock. (a) If the Company takes any action
affecting its Common Stock after the date hereof (including dividends and
distributions), other than an action described in any of Sections 3.1 and
3.2 hereof, which would have a material adverse effect upon Holder's
rights hereunder, the Warrant Price shall be adjusted downward in such
manner and at such time as the Board of Directors of the Company shall in
good faith determine to be equitable under the circumstances.
(b) In case the Company shall make any distribution of its assets to
holders of its Common Stock as a liquidation or partial liquidation
dividend or by way of return of capital, or other than as a dividend
payable out of earnings or surplus legally available for dividends under
the laws of the state of incorporation of the Company, and Holder exercises
this Warrant within thirty (30) days after the later of (i) the record date
for the determination of the holders of Common Stock entitled to such
distribution of assets and (ii) the date upon which notice of such
distribution is delivered by the Company to Holder, Holder shall be
entitled to receive, for no additional consideration, in addition to the
Warrant Stock, the amount of such assets (or, at the option of the Company,
a sum equal to the value thereof at the time of such distribution, such
value to be determined by the Board of Directors of the Company in good
faith) that would have been payable to the Holder had it been the holder of
record of the Warrant Stock on such record date.
(c) In case the Company shall liquidate or wind up its affairs, the
Holder shall be entitled, upon the exercise hereof, to receive, in lieu of
the shares of Warrant Stock that the Holder would have been entitled to
receive, the same kind and amount of assets as would have been issued, paid
or otherwise distributed to the Holder upon such dissolution, liquidation
or winding up with respect to such shares of Warrant Stock, had
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the Holder been the holder of record of such shares of Warrant Stock on the
record date for the determination of those entitled to receive any such
distribution; provided, however, that all rights under this Warrant shall
terminate on a date fixed by the Company, such date to be not earlier than
the date of commencement of proceedings for dissolution, liquidation or
winding up and not later than thirty (30) days after such date of
commencement, unless the Holder shall have, prior to such termination date,
exercised this Warrant. Written notice of such termination of rights under
this Warrant shall be given to the Holder at least thirty (30) days prior
to such termination date.
3.5 Adjustment with Respect to Common Stock Offering. The Company shall
complete an offering of its common stock within the period ending
February 28, 1997. If such offering shall result in the Company's receipt
by such date of aggregate proceeds (after deduction of offering expenses)
in an amount less than $1,800,000, then, effective March 1, 1997, the
Warrant Price per share shall be reduced by an amount equal to the product
of (i) $0.50, multiplied by the difference between (A) 1 and (B) the
decimal equivalent of a fraction, the numerator of which is the amount of
aggregate proceeds (net of offering expenses) received by the Company by
February 28, 1997, and the denominator of which is $1,800,000. The
Warrant Price shall not be adjusted pursuant to this Section 3.5 if the
aggregate proceeds (after deduction of offering expenses) received by the
Company by such date as a result of such offering exceeds $1,800,000.
3.6 Time of Adjustments to the Warrant Price. All adjustments to the Warrant
Price and the number of shares purchasable hereunder, unless otherwise
specified herein, shall be effective as of the earlier of:
(i) the date of issue (or date of sale, if earlier) of the security
causing the adjustment;
(ii) the effective date of a division or combination of shares;
(iii) the record date of any action of holders of the Company's capital
stock of any class taken for the purpose of dividing or combining
shares or entitling shareholders to receive a distribution or
dividends.
3.7 Notice of Adjustments. In each case of an adjustment in the Warrant Price
and the number of shares purchasable hereunder, the Company. at its
expense, shall cause the Treasurer or chief financial officer of the
Company to compute such adjustment and prepare a certificate setting forth
such adjustment and showing in detail the facts upon which such
adjustment is based. The Company shall promptly mail a copy of each such
certificate to Holder pursuant to Section 6.9 hereof.
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3.8 Duration of Adjusted Warrant Price. Following each adjustment of the
Warrant Price, such adjusted Warrant Price shall remain in effect until a
further adjustment of the Warrant Price.
3.9 Adjustment of Number of Shares. Upon each adjustment of the Warrant Price
pursuant to this Section 3, the number of shares of Warrant Stock shall be
adjusted to the nearest whole share, to the number obtained by dividing
the Aggregate Price by the Warrant Price as adjusted.
ARTICLE IV
TRANSFER, EXCHANGE AND LOSS
4.1 Transfer. This Warrant is transferable on the books of the Company at its
principal office by the registered Holder hereof upon surrender of this
Warrant properly endorsed, subject to compliance with federal and state
securities laws. The Company shall issue and deliver to the transferee a
new Warrant or Warrants representing the Warrants so transferred. Upon any
partial transfer, the Company will issue and deliver to Holder a new
Warrant or Warrants with respect to the Warrants not so transferred.
Notwithstanding the foregoing, Holder shall not be entitled to transfer a
number of shares or an interest in this Warrant representing less than
five percent (5%) of the aggregate shares initially covered by this
Warrant. Any transferee shall be subject to the same restrictions on
transfer with respect to this Warrant as the Purchaser.
4.2 Securities Laws. Upon any issuance of shares of Common Stock upon
exercise of this Warrant, it shall be the Company's responsibility to
comply with the requirements of: (1) the 1933 Securities Act; (2) the
Securities Exchange Act of 1934, as amended; (3) any applicable listing
requirements of any national securities exchange; (4) any state securities
regulation or "Blue Sky'' laws; and (5) requirements under any other law
or regulation applicable to the issuance or transfer of such shares. If
required by the Company, in connection with each issuance of shares of
Common Stock upon exercise of this Warrant, the Holder will give: (i)
assurances in writing, satisfactory to the Company, that such shares are
not being purchased with a view to the distribution thereof in violation
of applicable laws, (ii) sufficient information, in writing, to enable the
Company to rely on exemptions from the registration or qualification
requirements of applicable laws, if available, with respect to such
exercise, (iii) the legal opinion required by the restrictive legend set
forth at the beginning of this Warrant and (iv) its cooperation to the
Company in connection with such compliance.
4.3 Exchange. Subject to compliance with applicable federal and state
securities laws, this Warrant is exchangeable at the principal office of
the Company for Warrants to purchase the same number of shares of Common
Stock purchasable hereunder, each new Warrant
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to represent the right to purchase such number of shares of Common Stock as
Holder shall designate at the time of such exchange. Each new Warrant shall
be identical in form and content to this Warrant, except for appropriate
changes in the number of shares of Common Stock covered thereby, the
aggregate purchase price of such shares, the percentage stated in Section
4.1 above, and any other changes which are necessary in order to prevent
the Warrant exchange from changing the respective rights and obligations of
the Company and the Holder as they existed immediately prior to such
exchange.
4.4 Loss or Mutilation. Upon receipt by the Company of evidence satisfactory
to it of the ownership of, and the loss, theft, destruction or mutilation
of, this Warrant and (in the case of loss, theft, or destruction) of
indemnity satisfactory to it, and (in the case of mutilation) upon
surrender and cancellation hereof, the Company will execute and deliver in
lieu hereof a new Warrant.
ARTICLE V
HOLDER RIGHTS
5.1 No Shareholder Rights Until Exercise. No Holder hereof, solely by virtue
hereof, shall be entitled to any rights as a shareholder of the Company.
Holder shall have all rights of a shareholder with respect to securities
purchased upon exercise hereof at the time of cash or deemed exercise
pursuant to Sections 2.1 and 2.2 hereof.
5.2 Registration Rights. The Company agrees that any shares of Common Stock
issued to Holder upon exercise of this Warrant shall be subject to the
registration rights set forth in the Registration Rights Agreement of even
date herewith among the Company, the Purchaser and others.
ARTICLE VI
MISCELLANEOUS
6.1 Additional Covenants by the Company. The Company further covenants and
agrees that it will:
a. Give each Holder prompt written notice of any intended changes to
the composition of its capital structure, whether by issuance of
new securities or otherwise;
b. Give each Holder written notice of any shareholders' meeting and
will allow a representative of each Holder to attend such
meetings;
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c. Give each Holder at least five days' prior written notice of any
action that the Company intends to take by shareholders' written
consent;
d. Allow, upon reasonable notice and at reasonable times, the
inspection of its minute book and other corporate records by a
representative of the Holder; and
e. Not engage, other than on arm's length terms, in any transaction
with any of its shareholders or affiliates (as such term is
defined under Rule 144 issued by the Securities and Exchange
Commission under the 1933 Securities Act, as amended).
6.2 Governmental Approvals. The Company will from time to time take all
action which may be necessary to obtain and keep effective any and all
permits, consents and approvals of governmental agencies and authorities
and securities acts filings under federal and state laws, which may be or
become requisite in connection with the issuance, sale, and delivery of
this Warrant, and the issuance, sale and delivery of the shares of Common
Stock or other securities or property issuable or deliverable upon
exercise of this Warrant.
6.3 Governing Laws. It is the intention of the parties hereto that except as
set forth below, the internal laws of the State of Connecticut, U.S.A.
(irrespective of its choice of law principles) shall govern the validity
of this warrant, the construction of its terms, and the interpretation and
enforcement of the rights and duties of the parties hereto, provided that
the corporation laws of the State of Delaware shall govern the procedural
and substantive matters pertaining to the due authorization. issuance,
delivery and exercise of this Warrant and the shares of Common Stock upon
exercise hereof. Except as set forth below, the parties hereby agree that
any suit to enforce any provision of this Warrant arising out of or based
upon this Warrant or the business relationship between any of the parties
hereto shall be brought in the United States District Court for the
District of Delaware or the courts of the State of Delaware located in
Wilmington, Delaware. Each party hereby agrees that such courts shall have
personal jurisdiction and venue with respect to such party, and each party
hereby submits to the personal jurisdiction and venue of such courts. In
addition to the foregoing jurisdiction, Holder at its sole option, may
commence any such suit in any jurisdiction in which the Company has a
business office or is incorporated.
6.4 Binding Upon Successors and Assigns. Subject to, and unless otherwise
provided in, this Warrant, each and all of the covenants, terms
provisions, and agreements contained herein shall be binding upon, and
inure to the benefit of the permitted successors, executors, heirs,
representatives, administrators and assigns of the parties hereto.
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6.5 Severability. If any one or more provisions of this Warrant, or the
application thereof, shall for any reason and to any extent be invalid or
unenforceable, the remainder of this Warrant and the application of such
provisions to other persons or circumstances shall be interpreted so as
best to reasonably effect the intent of the parties hereto. The parties
further agree to replace any such void or unenforceable provisions of this
Warrant with valid and enforceable provisions which will achieve, to the
extent possible, the economic, business and other purposes of the void or
unenforceable provisions.
6.6 Default, Amendment and Waivers. This Warrant may be amended upon the
written consent of the Company and the Holder. The waiver by a party of
any breach hereof for default in payment of any amount due hereunder or
default in the performance hereof shall not be deemed to constitute a
waiver of any other default or any succeeding breach or default. It shall
be an event of default under this Warrant if the Company breaches any term
or condition hereof or fails to perform any obligation as and when
required hereunder and such breach or failure is not cured within thirty
(30) days after receiving written notice thereof from Holder. Upon such
event of default, the Warrant Price for all shares shall be reduced by
one-fifth and thereafter shall continue to be reduced by one-fifth from
the then adjusted Warrant Price for each successive thirty (30) day period
in which such breach is not cured.
6.7 No Waiver. The failure of any party to enforce any of the provisions
hereof shall not be construed to be a waiver of the right of such party
thereafter to enforce such provisions.
6.8 Attorneys' Fees. Should suit be brought to enforce or interpret any part
of this Warrant, the prevailing party shall be entitled to recover, as an
element of the costs of suit and not as damages, reasonable attorneys fees
to be fixed by the court (including without limitation, costs, expenses
and fees on any appeal). The prevailing party shall be the party entitle
to recover its costs of suit, regardless of whether such suit proceeds to
final judgment. A party not entitled to recover its costs shall not be
entitled to recover attorneys' fees. No sum for attorneys' fees shall be
counted in calculating the amount of a judgment for purposes of
determining if a party is entitled to recover costs or attorneys' fees.
6.9 Notices. Whenever any party hereto desires or is required to give any
notices, demand, or request with respect to this Warrant, each such
communication shall be in writing and shall be effective only if it is
delivered by personal service or delivered by a nationally recognized
overnight courier, in each case addressed to the parties hereto at their
respective addresses set forth at the beginning of this Agreement. Such
communication shall be effective when they are received by the addressee
thereof. Any party may change its address for such communications by
giving notice thereof to the other party in conformity with this Section.
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6.10 Time. Time is of the essence of this Warrant.
6.11 Construction of Agreement. This Warrant has been negotiated by the
respective parties hereto and their attorneys and the language hereof
shall not be construed for or against any party.
6.12 No Endorsement. Holder understands that no federal or state securities
administrator has made any finding or determination relating to the
fairness of investment in the Company or purchase of the Common Stock
hereunder and that no federal or state securities administrator has
recommended or endorsed the offering of securities by the Company
hereunder.
6.13 Pronouns. All pronouns and any variations thereof shall be deemed to
refer to the masculine, feminine or neuter, singular or plural, as the
identity of the person, persons, entity or entities may require.
6.14 Further Assurances. Each party agrees to cooperate fully with the other
parties and to execute such further instruments, documents and
agreements and to give such further written assurances, as may be
reasonably requested by any other party to better evidence and reflect
the transactions described herein and contemplated hereby, and to carry
into effect the intents and purposes of this Warrant.
IN WITNESS WHEREOF, the undersigned Company has caused this Common Stock
Warrant to be executed and delivered on the date first above written by its
President, thereunto duly authorized.
COMPANY:
Centrum Industries, Inc.
By: /s/ George H. Wells
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George Wells
Its President