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EXHIBIT 4.14
COMMON STOCK WARRANT
July 21, 1997
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. 4 Warrant to Purchase Common Stock
$.05 Par Value
This certifies that MORAMERICA CAPITAL CORPORATION ("Purchaser"),
having an address of c/o InvestAmerica Investment Advisors, 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), THREE THOUSAND AND SEVEN HUNDRED THIRTY
TWO (3,732) 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 3,732 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 of the outstanding principal balance of a Note and
receives 50 shares of Common Stock upon such conversion, the number of
shares of Warrant Stock subject to this Warrant shall be reduced from
3,732 to 3,682 and this Warrant shall remain in full force and effect
with respect to such 3,682 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
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upon exercise of this Warrant); or (iii) any sale or transfer to
another corporation of all, 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) 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 (c) 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 ways 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 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.
3.6 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.
3.7 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.
3.8 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.
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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.
4.9 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 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.
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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;
c. Give each Holder at least five days' prior written
notice of any action that the Company intends to take
by shareholders' written consent;
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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.
6.1 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.
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
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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.
6.10 Time. Time is of the essence of this Warrant.
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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
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