FORM OF REDEEMABLE WARRANT
VOID AFTER 5:00 P.M. ,2000 WARRANT FOR PURCHASE OF SHARES OF
PPA TECHNOLOGIES, INC.
(A New Jersey Corporation)
Warrant No. warrant for Shares
THIS WARRANT CERTIFICATE CERTIFIES that
___________________________________________ (hereinafter called the "Holder"),
or registered assigns, is the registered holder of the number of Warrants of PPA
Technologies, Inc. (hereinafter called the "Corporation") which entitle the
Holder to purchase one-half fully paid and non-assessable share of Common Stock
(no par value per share) ("Shares") of the Corporation for Each Warrant held,
subject to the redemption and other provisions hereof and of the Warrant
Agreement (as defined below), at any time before 5:00 p.m., , 2000, a price of
$8.00 per Share, subject to certain adjustments, however, as to the number of
Shares purchasable and the purchase price, all as more fully set forth in the
Warrant Agreement. This Warrant may be redeemed at any time after at a price of
$.05 per Warrant on 30 days' prior written notice to the warrantholders if the
closing bid price of the Common Stock as reported by NASDAQ Bulletin Board
averages in excess of $10.00 for a period of 20 consecutive trading days ending
within 15 days of the notice of redemption. In the event the Company exercises
the right to redeem the Redeemable Warrants, such Redeemable Warrants will be
exercisable until the close of business on the date for redemption fixed in such
notice. If any Redeemable Warrant called for redemption is not exercised by such
time, it will cease to be exercisable and the holder will be entitled only to
the redemption price.
Any whole number of Warrants may be exercised by the Holder hereof upon
surrender of this Warrant with the subscription form attached duly executed, to
the Corporation's Warrant Agent at its principal office, 201 Bloomfield Avenue,
Verona, New Jersey 07044, or such other address as the Corporation may designate
by notice in writing to the registered holder hereof, at any time within the one
year period from , 1999 and until 5:00 P.M.
, 2000 inclusive, accompanied by payment of said purchase price (such
surrender and payment being hereinafter referred to as the exercise of this
Warrant). If this Warrant is exercised in respect of less than all of the Shares
covered hereby, the Holder shall be entitled to receive a new Warrant covering
the number of Shares in respect of which this Warrant shall not have been
exercised.
The number of Shares which will be received upon the exercise of this
Warrant is subject to modification and adjustment upon the happening of certain
events specified in the Warrant Agreement provided, however, that as more
particularly set forth herein, the Corporation shall not be required to issue
any fractional Shares in connection with the exercise of this warrant.
This Warrant is issued subject to the condition, and every Holder
hereof, by accepting the same, agrees with any subsequent Holder hereof and with
the Corporation that this Warrant and all rights hereunder are issued and shall
be held subject to all of the terms, conditions, limitations and provisions set
forth in the Warrant Agreement, the terms and provisions of which are
incorporated herein by reference. The Warrant Agreement is available for
inspection at the offices of the Warrant Agent, Jersey Transfer & Trust Company.
This Warrant does not confer upon the Holder hereof any rights
whatsoever as a stockholder of the Corporation. Upon the exercise of this
Warrant, the subscription form annexed hereto must be duly executed and the
accompanying instructions for registration of Shares filled in.
This Warrant Certificate is transferable in whole or in part by the
registered holder hereof, except no fractional warrants will be issued. This
Warrant Certificate shall not be valid for any purpose until it has been
countersigned by the Warrant Agent.
IN WITNESS WHEREOF, the Corporation has caused this Warrant to be issued and
authenticated by the signatures of its President and its Secretary and its
corporate seal to be affixed hereon.
PPA TECHNOLOGIES, INC.
By:
ROGER FIDLER
President
ATTEST:
Countersigned:
Secretary Jersey Transfer & Trust Company
BY:
Authorized Signature
FORM OF EXERCISE
(To be executed by the registered Holder desiring to exercise the right to
purchase Shares evidenced by the within Warrant.)
The undersigned hereby exercises the right to purchase
Shares evidenced by the within Warrant according to the terms
and conditions thereof and herewith makes payment of the purchase price in full.
Kindly issue all Shares in accordance with the instructions given below.
Instructions for registration of Shares:
Name (Please print in block letters)
Signature Date
Street
City
State Zip Code
ASSIGNMENT
FOR VALUE RECEIVED
hereby sell, assign and transfer unto
(Name)
(Address)
the right to purchase the Shares of Common Stock evidenced by the within
Warrant, and do hereby irrevocably constitute and appoint
, attorney to transfer the said right on the books
of the Corporation with full power of substitution.
Dated: , 199_
Signature