CLASS Z
WARRANT FOR COMMON STOCK
DELTA-OMEGA TECHNOLOGIES, INC.
NUMBER WARRANTS
This is to certify that, for value received and subject to the
terms and conditions herein set forth, (name of holder) or
registered assigned (the "Warrant Holder"), is entitled to
purchase, pursuant to the Warrant, commencing July 1, 1996 and
ending at 5:00 P.M., Eastern Time, June 30, 2001, unless called,
at the price of $.75 per share, as adjusted from time to time as
herein set forth (the "Purchase Price"), shares of Common Stock,
par value $0.001 per share (the "Common Stock"), of Delta-Omega
Technologies, Inc. (the "Company"), a Colorado corporation (such
shares of Common Stock purchasable upon exercise of the Warrant
are herein called the "Warrant Stock"). Notwithstanding
anything contained herein to the contrary, this Warrant may not
be exercised unless a Registration Statement covering the Warrant
Stock is in effect with the Securities and Exchange Commission.
1. Term of Warrant. This Warrant may be exercised in whole at
any time commencing July 1, 1996 and ending at 5:00 p.m., Eastern
Time, on June 30, 2001, unless extended at the sole discretion of
the Board of Directors, or called pursuant to the call provision
(the "Expiration Date").
2. Call Provisions. The Warrant may be called after July 1,
2000 and at any time, notwithstanding the date, that the Common
Stock of the Company has a closing bid price on whatever market
it is traded on of $2.00 per share or more on 10 consecutive
trading days during the Term of Warrant after first giving the
Warrant Holders notice in writing. If called, the Warrant
Holders shall have 30 days from the date of the notice to
exercise the Warrants or they shall expire.
3. Oversubscription Rights. The Company will issue to those
persons who exercise a Class Z Warrant (an "Eligible
Warrantholder"), a Right to subscribe for the purchase of any
shares underlying the Class Z Warrants that remain unexercised on
the Expiration Date (collectively, the "Additional Shares"), at
$.75 per Additional Share (the "Right"). An Eligible
Warrantholder who holds Rights (a "Rights Holder"), will be
entitled to subscribe for a number of Additional Shares without
limitation subject to availability and to allotment as described
below.
After 5:00 P.M. Eastern Time, on the Expiration Date, any
Additional Shares available for purchase will be allotted pro
rata as nearly as practicable to the Rights Holders based upon
the ratio of the number of Additional Shares subscribed for by
each person to the total number of Additional Shares subscribed
for by all Rights Holders. Any determination by the Company in
respect to allotments will be final and conclusive. To the extent
that Additional Shares are not filled, payments received by the
Company with respect thereto will be refunded without interest.
4. Adjustment for Change in Capitalization. The number of
shares purchasable upon exercise of this Warrant is subject to
adjustment if the Company shall, prior to exercise of any
Warrants, effect one or more stock splits, stock dividends, or
other increases or reductions of the number of shares of its
Common Stock outstanding without receiving compensations
therefore in money, services or property or upon the occurrence
of certain other events.
5. Reservation of Common Stock. The Company agrees that the
number of shares of Common Stock sufficient to provide for the
exercise of the Warrant upon the basis herein set forth will at
all time during the term of this Warrant be reserved for the
exercise thereof.
6. Manner of Exercise. Exercise may be made of all or any part
of the Warrant by surrendering it, with the Subscription Form
provided for herein duly executed by the Warrant Holder or by the
Warrant Holder's duly authorized attorney, plus payment of the
Purchase Price, in cash, or by wire transfer of funds, or by bank
check, or by certified check, either at the office of the
Company's Warrant Agent, American Securities Transfer, Inc., 938
Quail Street, Suite 101, Lakewood, Colorado 80215, or by mailing
to the Warrant Agent, American Securities Transfer, Inc., P.O.
Box 1596, Denver, Colorado 80201-1596, or at such other office or
agency as the company may designate.
7. Issuance of Common Stock Upon Exercise. The Company, at its
expense, shall cause to be issued, within ten days after exercise
of this Warrant, a certificate or certificates in the name
requested by the Warrant Holder of the number of shares of Common
Stock (or other securities or property or combination thereof) to
which the Warrant Holder is entitled upon such exercise. All
shares of Common Stock or other securities delivered upon the
exercise of the Warrant shall be validly issued, fully paid and
non-assessable. Irrespective of the date of issuance and delivery
of a certificate or certificates for any shares of Common Stock
or other securities or property or combination thereof issuable
upon the exercise of this Warrant, each person (including a
corporation) in whose name any such certificate or certificates
is to be issued will for all purposes be deemed to have become
the holder of record of the Common Stock, the securities, and/or
property represented thereby on the date on which a duly executed
notice of exercise of this Warrant and payment for the number of
shares of Warrant Stock as to which this Warrant Holder has
exercised are delivered to the Company as provided for above.
8. No Right as Stockholder. The Warrant Holder is not, by
virtue of ownership of the Warrant, entitled to any rights
whatsoever of a stockholder of the Company.
9. Assignment. This Warrant is freely assignable by the Warrant
Holder hereof upon presenting the Transfer Agent with evidence of
an exemption from registration.
IN WITNESS WHEREOF, the Company has caused this Warrant
certificate to be signed by its President and by its Secretary,
each by a facsimile of his signature, and has caused a facsimile
of its corporate seal to be imprinted hereon.
Dated:
[SEAL]
/s/ James V. Janes III
James V. Janes, III, President
/s/ Marian A. Bourque
Marian A. Bourque, Secretary
Countersigned:
American Securities Transfer, Inc.
P.O. Box 1596
Denver, Colorado, 80201
By /s/ American Securities Transfer, Inc.
[REVERSE OF WARRANT]
DELTA-OMEGA TECHNOLOGIES, INC.
TRANSFER FEE $10.00 PER CERTIFICATE
STATEMENT OF OTHER TERMS OF WARRANT
1. Notwithstanding that the number of Shares purchasable upon
the exercise of a Warrant may have been adjusted pursuant to the
terms of the Warrant Agreement, the Company shall nonetheless not
be required to issue fractional Shares upon exercise of a Warrant
or to distribute Share Certificates that evidence fractional
shares. In lieu of fractional shares there shall be returned to
the exercising registered holder of a Warrant upon such exercise
an amount in cash, in United States dollars, equal to the amount
in excess of that required to purchase the largest number of full
Shares.
2. If any Shares issuable upon the exercise of this Warrant
require registration or approval of any governmental authority,
including, without limitation, the filing of necessary
registration statements or amendments or supplements thereto
under the Securities Act of 1933, as amended, or the taking of
any action under the laws of the United States of America or any
political subdivision thereof before such Shares may be validly
issued, then the Company covenants that it will in good faith and
as expeditiously as possible endeavor to secure such registration
or approval or to take such other action as the case may be;
PROVIDED, HOWEVER, there is no assurance such registration or
approval can be obtained, and in no event shall such Shares be
issued and the Company is hereby authorized to suspend the
exercise of all Warrants, for the period during which it is
endeavoring to obtain such registration or approval or to take
such other action.
3. This Warrant Certificate may be exchanged and is
transferable at the corporate trust department of the Warrant
Agent in Denver, Colorado, by the registered holder hereof or by
his duly authorized representative or attorney , upon surrender
of the Warrant Certificate duly endorsed or accompanied (if so
required by the Company or the Warrant Agent) by a written
instrument, or instruments, of transfer satisfactory to the
Company or the Warrant Agent. If the right to purchase less than
all of the Shares covered hereby shall be so transferred, the
registered holder hereof shall be entitled to receive a new
Warrant Certificate or Warrant Certificates covering in the
aggregate the remaining whole number of Shares.
4. No Warrant Holder, as such, shall be entitled to vote or
receive dividends or be deemed the holder of Shares for any
purpose, nor shall anything contained in this Warrant Certificate
be construed to confer upon any Warrant Holder, as such, any of
the rights of a shareholder of the Company or any right to vote,
give or withhold consent to any action by the Company (whether
upon any recapitalization, issue of stock, reclassification of
stock, consolidation, merger, conveyance or otherwise), receive
notice of meetings or other action affecting shareholders (except
as provided in the Warrant Agreement), receive dividends or
subscription rights, or otherwise, until this Warrant shall have
been exercised and the Shares purchasable upon the exercise
hereof shall have been deliverable as provided in the Warrant
Agreement.
5. The Company and the Warrant Agent may deem and treat the
registered holder hereof as the absolute owner of this Warrant
Certificate (notwithstanding any notations of ownership or
writing hereon made by any one other than the Company or the
Warrant Agent) for all purposes and shall not be affected by any
notice to the contrary.
6. This Warrant shall be binding upon any successor or assigns
of the Company.
SUBSCRIPTION FORM
(To Be Executed By the Warrant Holder if He Desires to Exercise
the Warrant in
Whole or in Part)
To: DELTA-OMEGA TECHNOLOGIES, INC.
c/o American Securities Transfer, Inc.
P.O. Box 1596
Denver, Colorado 80201-1596
The undersigned _______________________________________ hereby
irrevocably elects to exercise the right of purchase represented
by the within Warrant Certificate for, and to purchase
thereunder, ___ Shares provided for therein and tender payment
herewith to the order of DELTA-OMEGA TECHNOLOGIES, INC., in the
amount of $ . The undersigned requests that certificates
for such Shares be issued as follows:
Name(s):
Address:
Soc. Sec. No. or other I.D. No., if any
Deliver to:
Address:
and, if said number of Shares shall not be all the Shares
purchasable hereunder, that a new Warrant Certificate for the
balance remaining of the shares purchasable under the Warrant
Certificate be registered in the name of, and delivered to, the
undersigned at the address stated above.
This exercise was solicited by and is being effected through
_______________________________, a registered securities
broker-dealer who is a member of the National Association of
Securities Dealers, Inc. If not applicable, write in "N/A".
Date:________________________, 19______.
Signature:X_____________________________________________________
Signature:X_____________________________________________________
Signature(s) Guaranteed: Notice: The signature(s) of this
subscription must correspond with the name(s) as written upon the
face of the Warrant Certificate in every particular, without
alteration or enlargement or any change whatever.
By:______________________________________________________
ASSIGNMENT FORM
(To Be Signed Only Upon Assignment)
For Value Received, the undersigned hereby sells, assigns and
transfers unto
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
Warrants evidenced by the within Warrant Certificate and appoints
______________to transfer said Warrant Certificate and Warrants
on the books of DELTA-OMEGA TECHNOLOGIES, INC., with the full
power of substitution in the premises.
Date:________________________, 19______.
Signature:X_____________________________________________________
Signature:X_____________________________________________________
Signature(s) Guaranteed: Notice: The signature(s) of this
assignment must correspond with the name(s) as written upon the
face of the Warrant Certificate in every particular, without
alteration or enlargement or any change whatever.
By:
The signature(s) should be guaranteed by an eligible guarantor
institution, (Banks, Stockbrokers, Savings and Loan Associations
and Credit Unions with membership in an approved signature
guarantee Medallion Program), pursuant to S.E.C. Rule 17Ad-15.