WARRANT AGREEMENT
WARRANT AGREEMENT, dated as of _____________, 1997,
(the "Agreement") between PPA TECHNOLOGIES, INC., a
New Jersey corporation (the "Company"), and LIBERTY
TRANSFER COMPANY, INC., the Company's transfer agent
and warrant agent, (the "Warrant Agent"), (the parties
hereto hereinafter collectively referred to as the
"Parties").
WHEREAS, the offering 1,000,000 Units, each Unit
consisting of one share of common stock and one common
stock purchase warrant ("Warrants"), each Warrant
entitling the holder to purchase one Share for a
period of twelve (12) months commencing the closing
date of the offering (the "Final Closing Date") at an
exercise price of $7.00 pursuant to a registration
statement on Form SB-2 (the "Registration Statement")
filed with the Securities and Exchange Commission; and
WHEREAS, the Company desires the Warrant Agent to act
on behalf of the Company, and the Warrant Agent is
willing so to act, in connection with the
registration, transfer, exchange, replacement, and
exercise of the Warrants and the certificates
evidencing the Warrants (the "Warrant Certificates")
and other matters as provided herein;
NOW, THEREFORE, in consideration of the premises and
the mutual agreements herein set forth, the Parties
agree as follows:
1. Appointment of Warrant Agent.
The Company hereby appoints the Warrant Agent to act
as agent for the Company in accordance with the
instructions set forth hereinafter and the Warrant
Agent accepts that appointment.
2. Form of Warrant Certificates.
The definitive Warrant Certificates to be delivered
pursuant to the Agreement shall be in registered form
only and shall be substantially in the form set forth
in Exhibit A attached.
3. Execution of Warrant Certificates.
The Warrant Certificates in definitive form shall be
signed on behalf of the Company, manually or by
facsimile signature, by its Chairman of the Board or
President, and by its Secretary or an Assistant
Secretary under its corporate seal, and shall be
manually countersigned by the Warrant Agent. Warrant
Certificates signed on behalf of the Company as
aforesaid by an incumbent in office at the time of
signature shall be valid, and may be countersigned and
issued by the Warrant Agent, notwithstanding the fact
that at the time of countersignature and issuance by
the Warrant Agent such signatory shall have ceased to
be the incumbent in such office. The Company's seal
may be in the form of a facsimile thereof and may be
impressed, affixed, imprinted or otherwise reproduced
on the Warrant Certificates. No Warrant Certificate
shall be valid for any purpose unless countersigned
manually by the Warrant Agent. Warrant Certificates
shall be dated as of the date of countersignature by
the Warrant Agent.
4. Registered Owners.
The Company and the Warrant Agent may deem and treat
the registered holder of a Warrant Certificate as the
absolute owner thereof (notwithstanding any notation
of ownership or other writing thereon made by anyone),
for the purpose of any exercise and any distribution
to the holder thereof and for all other purposes, and
neither the Company nor the Warrant Agent shall be
affected by any notice to the contrary.
5. Registration of Warrants, Transfers and
Exchanges.
The Warrant Certificates shall be numbered and
registered by the Warrant Agent upon the records to be
maintained by it for that purpose. The Warrant Agent
shall register the transfer of any outstanding Warrant
upon surrender of the Warrant Certificate accompanied
(if required) by a written instrument of transfer in
form satisfactory to the Warrant Agent, duly executed
by the registered holder or holders thereof or by the
duly appointed legal representative thereof or by a
duly authorized attorney. Upon any registration of
transfer, a new Warrant Certificate shall be issued to
the transferee and the surrendered Warrant Certificate
shall be canceled by the Warrant Agent. Canceled
Warrant Certificates shall be disposed of in a manner
satisfactory to the Company.
Warrants may be split up, combined or otherwise
exchanged at the holder's option, upon surrender of
the Warrant Certificate to the Warrant Agent at its
office or agency maintained for the purpose of
exchanging, transferring or exercising the Warrant
Certificate at 191 New York Avenue, Huntington, New
York 11743-2711 (such office being referred to herein
as the "Warrant Agency Office") for another Warrant
Certificate or Certificates of like tenor and for the
purchase, in the aggregate, of a like number of
Shares. Warrant Certificates so surrendered shall be
canceled by the Warrant Agent. Canceled Warrant
Certificates shall thereafter be disposed of by the
Warrant Agent in a manner satisfactory to the Company.
The Warrant Agent is hereby authorized to countersign,
in accordance with the provisions of paragraph 3
hereof, and deliver any new Warrant Certificates
required pursuant to the provisions of this paragraph
5.
6. Duration, Extension and Exercise of Warrants.
Each Warrant may be exercised during a period of
twelve months from the Final Closing Date as reflected
on the Prospectus filed as part of the Registration
Statement, unless the exercise period shall be
accelerated or extended as herein provided (such date
or such earlier or later expiration date in the event
of an extension as provided herein being referred to
as the "Expiration Date"). Each Warrant entitles the
registered holder to purchase one Share at an exercise
price of $7.00, unless the Company reduces the
exercise price as herein provided.
The Company has the right to extend the period during
which the Warrants are exercisable or reduce the
exercise price, upon notice of the new expiration date
and/or exercise price to the Warrant Agent and to
Warrantholders. Notice of expiration shall be
effected as detailed in paragraph 19 herein. The
Company shall not be under obligation to extend the
exercise period and gives no assurance that it will do
so. Each Warrant may be exercised on any business day
prior to the close of business on the Expiration Date,
including any extensions thereto.
No fractional Shares shall be issued upon surrender of
a Warrant Certificate. In lieu of fractional Shares,
there shall be paid to the registered holder of a
surrendered Warrant, as soon as practicable after the
date of surrender, an amount in cash equal to a
fraction of the current market value of a Share to
which such Warrant related. As used herein, the
current market value of a Share shall be its closing
price (as determined pursuant to the second sentence
of paragraph 12 (d) hereof) on the last trading day
immediately prior to the day on which that Warrant is
exercised.
Subject to the provisions of the Agreement, the holder
of a Warrant shall have the right, at any time after
issuance of the Warrant and for a period of one year
from the Final Closing Date, to purchase from the
Company (and the Company shall issue and sell to that
holder) the number of fully paid and non-assessable
Shares set forth in the Warrant Certificate, at the
exercise price of $6.75 on any business day until 5:00
p.m. on the Expiration Date (the number of Shares and
Exercise Price being subject to adjustment as provided
in paragraph 12 hereof) upon the surrender of the
Warrant Certificate to the Warrant Agent at the office
of the Warrant Agent, with the form of election to
purchase on the reverse thereof duly filled in and
signed, and payment of the exercise price in lawful
money of the United States of America. The Warrants
shall be exercisable at any time prior to the close of
business on the Expiration Date, at the election of
the registered holder thereof, either as an entirety
or in part. In the event that fewer than all the
Shares purchasable upon the exercise of a Warrant are
purchased at any time prior to the close of business
on the Expiration Date, a new Warrant Certificate will
be issued for the remaining number of Shares
purchasable upon the exercise of the Warrant so
surrendered. No adjustments shall be made for any
cash dividends on Shares issuable on the exercise of a
Warrant. The exercise price (as may be adjusted from
time to time pursuant to the provisions of this
paragraph and paragraph 13) is herein called the
"Exercise Price."
Subject to paragraph 8 hereof, upon surrender of a
Warrant Certificate and receipt of payment of the
Exercise Price, the Warrant Agent shall requisition
from the Transfer Agent for issuance and delivery to
or upon the written order of the registered
Warrantholder and in such name or names as the
registered holder may designate, the Shares issuable
upon exercise. Shares shall be deemed to have been
issued and any person so designated to be named
therein shall be deemed to have become the holder of
record of such Shares as of the date of the surrender
of the Warrant and upon payment of the appropriate
Exercise Price. The Warrant Agent is hereby
authorized to countersign and deliver, in accordance
with the provisions of paragraph 3 hereof, any Warrant
Certificate required pursuant to the provisions of
this paragraph.
7. Separate Transferability.
The Warrant will be separately tradable and
transferable upon issue.
8. Payment of Taxes.
The Company will pay all documentary stamp taxes
attributable to the initial issuance of Shares upon
the exercise of a Warrant prior to the close of
business on the Expiration Date; provided, however,
that the Company shall not be required to pay any tax
or taxes which may be payable in respect of any
transfer involved in the issue of Shares in a name
other than that of the registered holder of the
Warrant, and the Company shall not be required to
issue or deliver such Share Certificates or other
certificates unless or until the person or persons
requesting such issuance shall have paid to the
Company the amount of such tax or shall have
established to the satisfaction of the Company that
such tax has been paid.
9. Redemption of Warrants.
The Warrants shall be subject to redemption by the
Company at .05 per Warrant, upon a minimum of thirty
days' prior written notice of the date on which the
Warrants will be redeemed to the Warrantholders.
During the period after the notice of redemption but
prior to 5 P.M. Eastern time on the date of
redemption, a Warrantholder may exercise or transfer
some or all of his Warrants. Notice of redemption
shall be effected as detailed in paragraph 19 herein.
10. Mutilated or Missing Warrant Certificates.
If a Warrant Certificate shall be mutilated, lost,
stolen or destroyed, the Company may in its discretion
issue, and the Warrant Agent shall countersign and
deliver, in exchange and substitution for and upon
cancellation of the mutilated Warrant Certificate, or
in lieu of and substitution for the Warrant
Certificate lost, stolen or destroyed, a new Warrant
Certificate of like tenor and for the purchase of a
like number of Shares, but only upon receipt of
satisfactory indemnity or bond, if requested, and
evidence satisfactory to the Company and the Warrant
Agent of loss, theft or destruction of the Warrant
Certificate. A Warrantholder requesting a substitute
Warrant Certificate shall comply with all other
regulations and pay all other reasonable charges as
the Company or the Warrant Agent may prescribe.
11. Reservation of Shares.
The Company will at all times reserve and keep
available, free from pre-emptive rights, out of its
authorized but unissued Shares, to enable it to
satisfy its obligation to issue Shares upon exercise
of Warrants, through the close of business on the
Expiration Date, the number of Shares deliverable upon
the exercise of all outstanding Warrants, and the
Transfer Agent shall at all times reserve that number
of authorized and unissued Shares as shall be
required. The Company will keep a copy of the
Agreement on file with the Transfer Agent. The
Warrant Agent is hereby irrevocably authorized to
requisition from the Transfer Agent certificates for
Shares issuable upon exercise of Warrants, and the
Company will supply duly executed certificates for
such purpose.
Before taking any action that would cause an
adjustment to paragraph 13 hereof reducing the
Exercise Price below the then par value (if any) of
the Shares issuable upon exercise of the Warrants, the
Company will take any corporate action which may, in
the opinion of its counsel, be necessary in order that
the Company may validly and legally issue fully paid
and non-assessable Shares at the Exercise Price as so
adjusted.
The Company covenants that all Shares issued upon
exercise of the Warrants will, upon issuance in
accordance with the terms of the Agreement, be fully
paid and non-assessable and free from all taxes,
liens, charges and security interests created by the
Company with respect to the issuance thereof.
12. Obtaining of Governmental Approvals and Stock
Exchange Listings.
The Company will take all action which may be
necessary (a) to obtain and keep effective any and all
permits, consents and approvals of governmental
agencies and authorities and to make securities
acts filings under federal and state laws, which may
be or become requisite in connection with the
issuance, sale, transfer, delivery or exercise of the
Warrants, and the issuance, sale, transfer and
delivery of the Shares issuable upon exercise of the
Warrants, and (b) so that such Shares, immediately
upon their issuance upon the exercise of Warrants,
will be listed or entitled to unlisted trading
privileges on each securities exchange, if any, on
which all other Shares are then listed or entitled to
unlisted trading privileges and on an identical basis.
The Company will, as appropriate, furnish the Warrant
Agent with current Prospectuses meeting the
requirements of the Act and all rules and regulations
thereunder in sufficient quantity to permit the
Warrant Agent to deliver a Prospectus (if required by
the Act) to each holder of a Warrant upon the exercise
thereof. The Company agrees to pay all fees, costs
and expenses in connection with the preparation and
delivery to the Warrant Agent of the Prospectuses.
13. Adjustment of Exercise Price and Number of Shares
Purchasable.
The Exercise Price and number of Shares purchasable
upon the exercise of each Warrant are subject to
adjustment upon the occurrence of the events
enumerated in this paragraph 13.
(a) In case the Corporation shall, while this Warrant
remains in force, effect a recapitalization of such
character that the Shares covered hereby shall be
changed into or become exchangeable for a larger or
smaller number of Shares, then thereafter, the number
of Shares of the Corporation which the Holder hereof
shall be entitled to purchase hereunder, shall be
increased or decreased, as the case may be, in direct
proportion to the increase or decrease in the number
of Shares of the Corporation, by reason of such
recapitalization, and the purchase price hereunder,
per Share, of such recapitalized Shares shall in the
case of an increase in the number of Shares be
proportionately reduced, and in the case of a decrease
in the number of Shares be proportionately increased.
(b) In case the Corporation shall, at any time prior
to the exercise of a Warrant, consolidate or merge
with, or shall transfer its property as an entirety
to, or substantially as an entirety to, any other
corporation, the Holder of a Warrant who thereafter
exercises the same as herein provided shall be
entitled to receive, for the purchase price per Share
stated in the Warrant, that number of shares or other
securities or property of the corporation resulting
from such consolidation or merger or transfer to which
each Share deliverable upon exercise of the Warrant
would have been entitled, upon such consolidation or
merger or transfer, had the Holder of such Warrant
exercised his right to purchase and had said Share
been issued and outstanding, and had such Holder been
the holder of record of such Share at the time of such
consolidation or merger or transfer.
(c) In case the Corporation shall at any time prior
to the exercise of a warrant make any distribution of
its assets to holders of its Common Stock by
liquidating or partial liquidating dividend or by way
of return of capital, or other than as a dividend
payable out of earnings or any surplus legally
available for dividends under the laws of the State of
New York, then the Holder of a warrant who thereafter
exercises the same as herein provided after the date
of record for the determination of those holders of
Common Stock entitled to such distribution of assets,
shall be entitled to receive for the purchase price,
in addition to each Share, the amount of such assets
(or at the option of the Corporation a sum equal to
the value thereof at the time of such distribution to
holders of Common Stock as such value is determined by
the Board of Directors of the Corporation in good
faith) which would have been payable to such Holder
had he been the holder of record of such Share
receivable upon exercise of such Warrant on the record
date for the determination of those entitled to such
distribution.
(d) In case of the dissolution, liquidation or
winding-up of the Corporation, all rights under the
Warrants shall terminate on a date fixed by the
Corporation, such date so fixed to be not earlier than
the date of the commencement of the proceedings for
such dissolution, liquidation or winding-up and not
later than thirty days after such commencement date.
In any such case of termination of purchase rights the
Corporation shall give notice of such termination date
to the registered Holder hereof.
14. Notices to Warrantholders.
Upon any adjustment of the Exercise Price pursuant to
paragraph 13 hereof, the Company within 20 calendar
days thereafter shall (i) cause to be filed with the
Warrant Agent a certificate signed by the accounting
officer setting forth the Exercise Price after the
adjustment and setting forth in reasonable detail the
method of calculation and the facts upon which the
calculations are based and setting forth the number of
Shares purchasable upon exercise of a Warrant after
the adjustment in the Exercise Price, which
certificate shall be conclusive evidence of the
correctness of the matters set forth therein and (ii)
cause to be given to the registered holders of
outstanding Warrants at their respective addresses
appearing on the Warrant register written notice of
the adjustment by first-class mail, postage prepaid.
Where appropriate, the notice may be given in advance
and included as a part of the notice to be mailed
under the other provisions of this paragraph 14.
Upon the fixing of an Expiration Date other than
pursuant to paragraph 7 hereof, the Company shall
cause written notice by first-class mail, postage
prepaid, of the Expiration Date to be given as soon as
practicable to the Warrant Agent and to the registered
holders of the outstanding Warrants at their
respective addresses appearing on the Warrant
register.
In case:
(a) the Company shall authorize the issuance to all
holders of Shares of rights or warrants to subscribe
for or purchase capital stock of the Company or of any
other subscription rights or warrants; or
(b) the Company shall authorize the
distribution to all holders of Shares of evidences of
its indebtedness or assets (other than cash dividends
or cash distributions payable out of consolidated
earnings or earned surplus or dividends payable in
Shares); or
(c) of any consolidation or merger to which the
Company is a party and for which approval of any
stockholders of the Company is required, or of the
conveyance or transfer of the properties and assets of
the Company substantially as an entirety, or of any
capital reorganization or any reclassification of the
Shares (other than a change in par value, or from par
value to no par value, or from no par value to par
value, or as a result of a subdivision or
combination); or
(d) of the voluntary or involuntary dissolution,
liquidation or winding up of the Company; or
(e) the Company takes any other action which would
require an adjustment of the Exercise Price pursuant
to paragraph 13 hereof;
then the Company shall cause to be filed with the
Warrant Agent and shall cause to be given to the
registered holders of the outstanding Warrants at
their respective addresses appearing on the Warrant
register, by first-class mail, postage prepaid, a
written notice stating (i) the date as of which the
holders of record of Shares to be entitled to receive
any rights, warrants or distribution are to be
determined or (ii) the date on which any
consolidation, merger, conveyance, transfer,
reorganization, reclassification, dissolution,
liquidation or winding up is expected to become
effective, and the date as of which it is expected
that record Shareholders shall be entitled to exchange
the Shares for securities or other property, if any,
deliverable upon the consolidation, merger,
conveyance, transfer, reorganization,
reclassification, dissolution, liquidation or winding
up. Such notice shall be filed and mailed in the case
of a notice pursuant to clause (i) above at least 10
calendar days before the record date specified, and,
in the case of a notice pursuant to clause (ii) above,
at least 20 calendar days before the earlier of the
dates specified. The failure to give the notice
required by this paragraph 14 or any defect therein
shall not affect the legality or validity of any
distribution, right, warrant, consolidation, merger,
conveyance, transfer, reorganization,
reclassification, dissolution, liquidation or winding
up or the vote upon such action.
Nothing contained in the Agreement or in any of the
Warrant Certificates shall be construed as conferring
upon the holders thereof the right to vote or to
consent or to receive notice as Shareholders in
respect of the meetings of Shareholders or the
election of directors of the Company or any other
matter, or any rights whatsoever as Shareholders.
15. Merger, Consolidation or Change of Name of
Warrant Agent.
Any corporation into which the Warrant Agent may be
merged or converted or with which it may be
consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the
Warrant Agent shall be a party, or any corporation
succeeding to the corporate trust business of the
Warrant Agent, shall be the successor to the Warrant
Agent hereunder without the execution of the Parties,
provided that such corporation would be eligible for
appointment as successor Warrant Agent under the
provisions of paragraph 18 hereof. If at the time the
successor to the Warrant Agent shall succeed under the
Agreement, any Warrant Certificates shall have been
countersigned but not delivered, the successor to the
Warrant Agent may adopt the countersignature of the
Warrant Agent; and if at that time any Warrant
Certificates shall not have been countersigned, any
successor to the Warrant Agent may countersign such
Warrant Certificates either in the name of the Warrant
Agent or in its name, and in all the foregoing cases,
Warrants shall have the full force provided in the
Warrant Certificates and in the Agreement.
In case at any time the name of the Warrant Agent
shall be changed and at such time any of the Warrant
Certificates shall have been countersigned but not
delivered, the Warrant Agent whose name has changed
may adopt the countersignature under its prior name,
and in case at that time any Warrant Certificates
shall not have been countersigned, the Warrant Agent
may countersign such Warrant Certificates either in
its prior name or in its changed name, and in all such
cases such Warrants shall have the full force provided
in the Warrants and in the Agreement.
16. Warrant Agent.
The Warrant Agent undertakes the duties and
obligations imposed by the Agreement upon the
following terms and conditions, by all of which the
Company and the holders of Warrants, by their
acceptance thereof, shall be bound:
(a) The statements contained herein and in the
Warrant Certificates shall be taken as statements of
the Company and the Warrant Agent assumes no
responsibility for their correctness, except such as
describe the Warrant Agent or action taken or to be
taken by it. The Warrant Agent assumes no
responsibility with respect to the execution, delivery
or distribution of the Warrant Certificates except as
herein otherwise provided.
(b) The Warrant Agent shall not be responsible for
any failure of the Company to comply with any of the
covenants contained herein or in the Warrant
Certificates nor shall it at any time be under any
duty or responsibility to any Warrantholder to make or
cause to be made any adjustment in the Exercise Price
(except as instructed by the Company), or to determine
whether any facts exist which may require any
adjustments, or with respect to the nature or extent
of or method employed in making any adjustments when
made.
(c) The Warrant Agent may consult at any time with
counsel satisfactory to it (who may be counsel for the
Company) and the Warrant Agent shall incur no
liability or responsibility to the Company or to any
holder of a Warrant in respect of any action taken,
suffered or omitted by it hereunder in good faith and
in accordance with the opinion or the advice of
counsel.
(d) The Warrant Agent shall incur no liability or
responsibility to the Company or to any holder of a
Warrant for any action taken in reliance on any
notice, resolution, waiver, consent, order,
certificate, or other paper, document or instrument
believed by it to be genuine and to have been signed,
sent or presented by the proper party or parties.
(e) The Company agrees to pay to the Warrant Agent
reasonable compensation for all services rendered by
the Warrant Agent hereunder, to reimburse the Warrant
Agent upon demand for all expenses, taxes and
governmental charges and other charges of any kind and
nature incurred by the Warrant Agent in the execution
of its duties hereunder, and to indemnify the Warrant
Agent and save it harmless against any and all losses,
liabilities and expenses, including judgments, costs
and counsel fees, for anything done or omitted by the
Warrant Agent arising out of or in connection with the
Agreement except as a result of its negligence or bad
faith.
(f) The Warrant Agent shall be under no obligation to
institute any action, suit or legal proceedings or to
take any other action likely to involve expense unless
the Company or one or more registered holders of the
Warrants shall furnish the Warrant Agent with
reasonable security and indemnity for any costs and
expenses which may be incurred. All rights of action
under the Agreement or under any of the Warrants may
be enforced by the Warrant Agent without the
possession of any Warrant Certificates or the
production thereof at any trial or other proceeding
relative thereto, and any action, suit or proceeding
instituted by the Warrant Agent shall be brought in
its name as Warrant Agent, and any recovery of
judgment shall be for the ratable benefit of the
registered holders of the Warrants, as their
respective rights or interests may appear.
(g) The Warrant Agent, and any Shareholder, director,
officer or employee thereof, may buy, sell or deal in
any of the Warrants or other securities of the Company
or become pecuniarily interested in any transaction in
which the Company may be interested, or contract with
or lend money to the Company or otherwise act as fully
and freely as though it were not Warrant Agent under
the Agreement. Nothing herein shall preclude the
Warrant Agent from acting in any other capacity for
the Company or for any other legal entity.
(h) The Warrant Agent shall act hereunder solely as
agent for the Company, and its duties shall be
determined solely by the provisions hereof. The
Warrant Agent shall not be liable for anything it may
do or refrain from doing in connection with the
Agreement except for its own negligence or bad faith.
(i) The Company will perform, execute, acknowledge
and deliver or cause to be performed, executed,
acknowledged and delivered all further and other acts,
instruments and assurances as may reasonably be
required by the Warrant Agent for the carrying out or
performing of the provisions of the Agreement.
(j) The Warrant Agent shall not be under any
responsibility in respect of the validity of the
Agreement or the execution and delivery hereof (except
its countersignature thereof); nor shall the Warrant
Agent by any act hereunder be deemed to make any
representation or warranty as to the authorization or
reservation of the Shares to be issued pursuant to the
Agreement or any Warrant or as to whether the Shares
will when issued be validly issued, fully paid and
non-assessable or as to the Exercise Price or the
number of Shares issuable upon exercise of any
Warrant.
(k) The Warrant Agent is hereby authorized and
directed to accept instructions with respect to the
performance of its duties hereunder from the Chairman
of the Board, the President, the Secretary or an
Assistant Secretary of the Company, and to apply to
those officers for advice or instructions in
connection with its duties, and shall not be liable
for any action taken or suffered to be taken by it in
good faith in accordance with instructions of any of
those officers or in good faith reliance upon any
statement signed by any one of those officers of the
Company with respect to any fact or matter (unless
other evidence in respect thereof is
herein.specifically prescribed) which may be deemed to
be conclusively proved and established by such signed
statement.
17. Disposition of Proceeds from Exercise.
The Warrant Agent shall account promptly to the
Company with respect to Warrants exercised and
concurrently transfer to the Company all checks
received by the Warrant Agent on the purchase of
Shares through the exercise of Warrants.
18. Change of Warrant Agent.
If the Warrant Agent shall resign (such resignation to
become effective not earlier than thirty days after
the giving of written notice thereof to the Company
and the registered holders of Warrants) or becomes
incapable of acting as Warrant Agent, or upon the
election of the Company which may be made at any time,
the Company shall appoint a successor. If the Company
shall fail to make that appointment within a period of
thirty days after it has been so notified in writing
by the Warrant Agent or by the registered holder of a
Warrant (in the case of incapacity), then the
registered holder of any Warrant may apply to any
court of competent jurisdiction for the appointment of
a successor to the Warrant Agent. Pending appointment
of a successor to the Warrant Agent, either by the
Company or by such a court, the duties of the Warrant
Agent shall be carried out by the Company. After
appointment the successor warrant agent shall be
vested with the same powers, rights, duties and
responsibilities as if it had been originally named as
Warrant Agent without further act or deed; but the
former Warrant Agent shall deliver and transfer to the
successor warrant agent any property at the time held
by it hereunder and execute and deliver, at the
expense of the Company, any further assurance,
conveyance, act or deed necessary for the purpose.
Failure to give any notice provided for in this
paragraph 18, however, or any defect therein, shall
not affect the legality or validity or the removal of
the Warrant Agent or the appointment of a successor
warrant agent, as the case may be.
19. Notices to the Company, Warrant Agent and
Warrantholder.
Any notice or demand authorized by the Agreement to be
given or made by the Warrant Agent or by the
registered holder of any Warrant to or on the Company
shall be sufficiently given or made if sent by mail,
first-class or registered, postage prepaid, addressed
(until another address is filed in writing by the
Company with the Warrant Agent) as follows:
PPA TECHNOLOGIES, INC.
163 South St.,
Hackensack, NJ 07601
Should the Company fail to maintain that office or
agency or fail to give notice of the location or of
any change in the location thereof, presentations may
be made and notices and demands may be served at the
principal office of the Warrant Agent.
Any notice pursuant to the Agreement to be given
by the Company or by the registered holder of a
Warrant to the Warrant Agent shall be sufficiently
given if sent by first-class mail, postage prepaid,
addressed (until another address is filed in writing
by the Warrant Agent with the Company) to the Warrant
Agent as follows:
Liberty Transfer Co., Inc.
191 New York Avenue
Huntington, New York 11743
Any notice or demand authorized by the Agreement
to be given or made by the Warrant Agent or by the
Company to any registered holder of any Warrant shall
be sufficiently given or made if sent by mail, first-
class or registered, postage prepaid, addressed to the
Warrantholder at the address on file with the Warrant
Agent.
20. Supplements and Amendments.
The Company and the Warrant Agent may supplement or
amend the Agreement without the consent or concurrence
of or notice to any holders of Warrants in order to
cure any ambiguity, manifest error or other mistake in
the Agreement, or to make any other provisions in
regard to matters or questions arising hereunder which
the Company and the Warrant Agent may deem necessary
or desirable and which shall not adversely affect,
alter or change the interests of the holders of
Warrants.
21. Successors.
All covenants and provisions the Agreement by or for
the benefit of the Company or the Warrant Agent shall
bind and inure to the benefit of their respective
successors and assigns hereunder.
22. Termination.
The Agreement shall terminate at the close of business
ten days after the Expiration Date of the Warrant.
Notwithstanding the foregoing, the Agreement will
terminate on any earlier date if all Warrants have
been exercised. The provisions of paragraph 15 hereof
shall survive that termination.
23. Governing Law.
The Agreement and each Warrant issued hereunder shall
be deemed to be a contract made under the laws of the
State of New York and for all purposes shall be
construed in accordance therewith.
24. Benefits of the Agreement.
Nothing herein shall be construed to give to any
person or corporation other than the Company, the
Warrant Agent and the registered holders of Warrants
any legal or equitable right, remedy or claim
hereunder. The Agreement shall be for the sole and
exclusive benefit of the Company, the Warrant Agent
and the registered holders of Warrants.
25. Counterparts.
The Agreement may be executed in any number of
counterparts and each of the counterparts shall for
all purposes be deemed to be an original, and all the
counterparts shall together constitute one and the
same instrument.
IN WITNESS WHEREOF, the Parties have caused the
Agreement to be duly executed, as of the day and year
first above written.
PPA TECHNOLOGIES, INC.
By:_________________________
Roger Fidler
President
LIBERTY TRANSFER CO., INC.
By:_________________________
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