THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO BVR TECHNOLOGIES LTD. THAT SUCH REGISTRATION IS NOT REQUIRED.
Right to Purchase ______________ Ordinary Shares of BVR
Technologies Ltd. (subject to adjustment as provided herein)
COMMON STOCK PURCHASE WARRANT A
No. A-2004-FEB-001 Issue Date: February ___, 2004
BVR TECHNOLOGIES LTD., a corporation organized under the laws of the State
of Israel (the "Company"), hereby certifies that, for value received, PLATINUM
PARTNERS VALUE ARBITRAGE FUND LP, 152 West 57th Street, New York, New York
10019, Fax: (212) 581-0002 (the "Holder"), or its assigns, is entitled, subject
to the terms set forth below, to purchase from the Company from and after the
Issue Date and at any time or from time to time before 5:00 p.m., New York time,
through three (3) years after such date (the "Expiration Date"), up to _________
fully paid and nonassessable Ordinary Shares (as hereinafter defined), NIS.01
par value per share, of the Company at a per share purchase price of $.35. The
aforedescribed purchase price per share, as adjusted from time to time as herein
provided, is referred to herein as the "Purchase Price". The number and
character of such Ordinary Shares and the Purchase Price are subject to
adjustment as provided herein. The Company may reduce the Purchase Price without
the consent of the Holder. Capitalized terms used and not otherwise defined
herein shall have the meanings set forth in that certain subscription agreement
(the "Subscription Agreement"), dated at or about February ___, 2004, between
the Company and the Holder.
As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:
(a) The term "Company" shall include BVR Technologies Ltd. and any
corporation which shall succeed or assume the obligations of BVR Technologies
Ltd. hereunder.
(b) The term "Ordinary Shares" includes (a) the Company's Ordinary Shares,
NIS.01 par value per share, as authorized on the date of the Subscription
Agreement, (b) any other capital stock of any class or classes (however
designated) of the Company, authorized on or after such date, the holders of
which shall have the right, without limitation as to amount, either to all or to
a share of the balance of current dividends and liquidating dividends after the
payment of dividends and distributions on any shares entitled to preference, and
the holders of which shall ordinarily, in the absence of contingencies, be
entitled to vote for the election of a majority of directors of the Company
(even if the right so to vote has been suspended by the happening of such a
contingency) and (c) any other securities into which or for which any of the
securities described in (a) or (b) may be converted or exchanged pursuant to a
plan of recapitalization, reorganization, merger, sale of assets or otherwise.
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO BVR TECHNOLOGIES LTD. THAT SUCH REGISTRATION IS NOT REQUIRED.
Right to Purchase ______________ Ordinary Shares of BVR
Technologies Ltd. (subject to adjustment as provided herein)
COMMON STOCK PURCHASE WARRANT A
No. A-2004-FEB-002 Issue Date: February ___, 2004
BVR TECHNOLOGIES LTD., a corporation organized under the laws of the State
of Israel (the "Company"), hereby certifies that, for value received, PLATINUM
PARTNERS GLOBAL MACRO FUND, 152 West 57th Street, New York, New York 10019, Fax:
(212) 581-0002 (the "Holder"), or its assigns, is entitled, subject to the terms
set forth below, to purchase from the Company from and after the Issue Date and
at any time or from time to time before 5:00 p.m., New York time, through three
(3) years after such date (the "Expiration Date"), up to _________ fully paid
and nonassessable Ordinary Shares (as hereinafter defined), NIS.01 par value per
share, of the Company at a per share purchase price of $.35. The aforedescribed
purchase price per share, as adjusted from time to time as herein provided, is
referred to herein as the "Purchase Price". The number and character of such
Ordinary Shares and the Purchase Price are subject to adjustment as provided
herein. The Company may reduce the Purchase Price without the consent of the
Holder. Capitalized terms used and not otherwise defined herein shall have the
meanings set forth in that certain subscription agreement (the "Subscription
Agreement"), dated at or about February ___, 2004, between the Company and the
Holder.
As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:
(a) The term "Company" shall include BVR Technologies Ltd. and any
corporation which shall succeed or assume the obligations of BVR Technologies
Ltd. hereunder.
(b) The term "Ordinary Shares" includes (a) the Company's Ordinary Shares,
NIS.01 par value per share, as authorized on the date of the Subscription
Agreement, (b) any other capital stock of any class or classes (however
designated) of the Company, authorized on or after such date, the holders of
which shall have the right, without limitation as to amount, either to all or to
a share of the balance of current dividends and liquidating dividends after the
payment of dividends and distributions on any shares entitled to preference, and
the holders of which shall ordinarily, in the absence of contingencies, be
entitled to vote for the election of a majority of directors of the Company
(even if the right so to vote has been suspended by the happening of such a
contingency) and (c) any other securities into which or for which any of the
securities described in (a) or (b) may be converted or exchanged pursuant to a
plan of recapitalization, reorganization, merger, sale of assets or otherwise.
2
(c) The term "Other Securities" refers to any stock (other than Ordinary
Shares) and other securities of the Company or any other person (corporate or
otherwise) which the holder of the Warrant at any time shall be entitled to
receive, or shall have received, on the exercise of the Warrant, in lieu of or
in addition to Ordinary Shares, or which at any time shall be issuable or shall
have been issued in exchange for or in replacement of Ordinary Shares or Other
Securities pursuant to Section 4 or otherwise.
1. Exercise of Warrant.
1.1. Number of Shares Issuable upon Exercise. From and after the
Issue Date through and including the Expiration Date, the Holder hereof shall be
entitled to receive, upon exercise of this Warrant in whole in accordance with
the terms of subsection 1.2 or upon exercise of this Warrant in part in
accordance with subsection 1.3, Ordinary Shares of the Company, subject to
adjustment pursuant to Section 4.
1.2. Full Exercise. This Warrant may be exercised in full by the
Holder hereof by delivery of an original or facsimile copy of the form of
subscription attached as Exhibit A hereto (the "Subscription Form") duly
executed by such Holder and surrender of the original Warrant within seven (7)
days of exercise, to the Company at its principal office or at the office of its
Warrant Agent (as provided hereinafter), accompanied by payment, in cash, wire
transfer or by certified or official bank check payable to the order of the
Company, in the amount obtained by multiplying the number of Ordinary Shares for
which this Warrant is then exercisable by the Purchase Price then in effect.
1.3. Partial Exercise. This Warrant may be exercised in part (but
not for a fractional share) by surrender of this Warrant in the manner and at
the place provided in subsection 1.2 except that the amount payable by the
Holder on such partial exercise shall be the amount obtained by multiplying (a)
the number of whole Ordinary Shares designated by the Holder in the Subscription
Form by (b) the Purchase Price then in effect. On any such partial exercise, the
Company, at its expense, will forthwith issue and deliver to or upon the order
of the Holder hereof a new Warrant of like tenor, in the name of the Holder
hereof or as such Holder (upon payment by such Holder of any applicable transfer
taxes) may request, the whole number of Ordinary Shares for which such Warrant
may still be exercised.
1.4. Fair Market Value. Fair Market Value of a share of Ordinary
Shares as of a particular date (the "Determination Date") shall mean:
(a) If the Company's Ordinary Shares is traded on an exchange
or is quoted on the National Association of Securities Dealers, Inc. Automated
Quotation ("NASDAQ") National Market System, the NASDAQ SmallCap Market or the
American Stock Exchange, Inc., then the closing or last sale price,
respectively, reported for the last business day immediately preceding the
Determination Date;
(b) If the Company's Ordinary Shares is not traded on an
exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or
the American Stock Exchange, Inc., but is traded in the over-the-counter market,
then the average of the closing bid and ask prices reported for the last
business day immediately preceding the Determination Date;
(c) Except as provided in clause (d) below, if the Company's
Ordinary Shares is not publicly traded, then as the Holder and the Company
agree, or in the absence of such an agreement, by arbitration in accordance with
the rules then standing of the American Arbitration Association, before a single
arbitrator to be chosen from a panel of persons qualified by education and
training to pass on the matter to be decided; or
3
(d) If the Determination Date is the date of a liquidation,
dissolution or winding up, or any event deemed to be a liquidation, dissolution
or winding up pursuant to the Company's charter, then all amounts to be payable
per share to holders of the Ordinary Shares pursuant to the charter in the event
of such liquidation, dissolution or winding up, plus all other amounts to be
payable per share in respect of the Ordinary Shares in liquidation under the
charter, assuming for the purposes of this clause (d) that all of the Ordinary
Shares then issuable upon exercise of all of the Warrants are outstanding at the
Determination Date.
1.5. Company Acknowledgment. The Company will, at the time of the
exercise of the Warrant, upon the request of the Holder hereof acknowledge in
writing its continuing obligation to afford to such Holder any rights to which
such Holder shall continue to be entitled after such exercise in accordance with
the provisions of this Warrant. If the Holder shall fail to make any such
request, such failure shall not affect the continuing obligation of the Company
to afford to such Holder any such rights.
1.6. Trustee for Warrant Holders. In the event that a bank or trust
company shall have been appointed as trustee for the Holder of the Warrants
pursuant to Subsection 3.2, such bank or trust company shall have all the powers
and duties of a warrant agent (as hereinafter described) and shall accept, in
its own name for the account of the Company or such successor person as may be
entitled thereto, all amounts otherwise payable to the Company or such
successor, as the case may be, on exercise of this Warrant pursuant to this
Section 1.
2.1 Delivery of Stock Certificates, etc. on Exercise. The Company agrees
that the Ordinary Shares purchased upon exercise of this Warrant shall be deemed
to be issued to the Holder hereof as the record owner of such shares as of the
close of business on the date on which this Warrant shall have been surrendered
and payment made for such shares as aforesaid. As soon as practicable after the
exercise of this Warrant in full or in part, and in any event within five (5)
days thereafter ("Delivery Date"), the Company at its expense (including the
payment by it of any applicable issue taxes) will cause to be issued in the name
of and delivered to the Holder hereof, or as such Holder (upon payment by such
Holder of any applicable transfer taxes) may direct in compliance with
applicable securities laws, a certificate or certificates for the number of duly
and validly issued, fully paid and nonassessable Ordinary Shares (or Other
Securities) to which such Holder shall be entitled on such exercise, plus, in
lieu of any fractional share to which such Holder would otherwise be entitled,
cash equal to such fraction multiplied by the then Fair Market Value of one full
Ordinary Share, together with any other stock or other securities and property
(including cash, where applicable) to which such Holder is entitled upon such
exercise pursuant to Section 1 or otherwise.
2.2. Cashless Exercise.
(a) If a Registration Statement is effective and the Holder may sell
its Ordinary Shares upon exercise hereof thereunder, this Warrant may be
exercisable in whole or in part for cash only as set forth in Section 1 above.
If no such Registration Statement is available, payment upon exercise may be
made at the option of the Holder either in (i) cash or by certified or official
bank check payable to the order of the Company equal to the applicable aggregate
Purchase Price, (ii) by delivery of Ordinary Shares issuable upon exercise of
the Warrants in accordance with Section (b) below or (iii) by a combination of
any of the foregoing methods, for the number of Common Shares specified in such
form (as such exercise number shall be adjusted to reflect any adjustment in the
total number of Ordinary Shares issuable to the holder per the terms of this
Warrant) and the holder shall thereupon be entitled to receive the number of
duly authorized, validly issued, fully-paid and non-assessable Ordinary Shares
(or Other Securities) determined as provided herein.
4
(b) Notwithstanding any provisions herein to the contrary, if the
Fair Market Value of one Ordinary Share is greater than the Purchase Price (at
the date of calculation as set forth below), in lieu of exercising this Warrant
for cash, the holder may elect to receive shares equal to the value (as
determined below) of this Warrant (or the portion thereof being cancelled) by
surrender of this Warrant at the principal office of the Company together with
the properly endorsed Subscription Form in which event the Company shall issue
to the holder a number of Ordinary Shares computed using the following formula:
X=Y (A-B)
-------
A
Where X= the number of Ordinary Shares to be issued to the
holder
Y= the number of Ordinary Shares purchasable under the
Warrant or, if only a portion of the Warrant is
being exercised, the portion of the Warrant being
exercised (at the date of such calculation)
A= the Fair Market Value of one Ordinary Share (at the
date of such calculation)
B= Purchase Price (as adjusted to the date of such
calculation)
(c) The Holder may employ the cashless exercise feature
only during the pendency of a Non-Registration Event
as described in the Subscription Agreement.
3. Adjustment for Reorganization, Consolidation, Merger, etc.
3.1. Reorganization, Consolidation, Merger, etc. In case at any time
or from time to time, the Company shall (a) effect a reorganization, (b)
consolidate with or merge into any other person or (c) transfer all or
substantially all of its properties or assets to any other person under any plan
or arrangement contemplating the dissolution of the Company, then, in each such
case, as a condition to the consummation of such a transaction, proper and
adequate provision shall be made by the Company whereby the Holder of this
Warrant, on the exercise hereof as provided in Section 1, at any time after the
consummation of such reorganization, consolidation or merger or the effective
date of such dissolution, as the case may be, shall receive, in lieu of the
Ordinary Shares (or Other Securities) issuable on such exercise prior to such
consummation or such effective date, the stock and other securities and property
(including cash) to which such Holder would have been entitled upon such
consummation or in connection with such dissolution, as the case may be, if such
Holder had so exercised this Warrant, immediately prior thereto, all subject to
further adjustment thereafter as provided in Section 4.
3.2. Dissolution. In the event of any dissolution of the Company
following the transfer of all or substantially all of its properties or assets,
the Company, prior to such dissolution, shall at its expense deliver or cause to
be delivered the stock and other securities and property (including cash, where
applicable) receivable by the Holder of the Warrants after the effective date of
such dissolution pursuant to this Section 3 to a bank or trust company (a
"Trustee") having its principal office in New York, NY, as trustee for the
Holder of the Warrants.
3.3. Continuation of Terms. Upon any reorganization, consolidation,
merger or transfer (and any dissolution following any transfer) referred to in
this Section 3, this Warrant shall continue in full force and effect and the
terms hereof shall be applicable to the Other Securities and property receivable
on the exercise of this Warrant after the consummation of such reorganization,
consolidation or merger or the effective date of dissolution following any such
transfer, as the case may be, and shall be binding upon the issuer of any Other
Securities, including, in the case of any such transfer, the person acquiring
all or substantially all of the properties or assets of the Company, whether or
not such person shall have expressly assumed the terms of this Warrant as
provided in Section 4. In the event this Warrant does not continue in full force
and effect after the consummation of the transaction described in this Section
3, then only in such event will the Company's securities and property (including
cash, where applicable) receivable by the Holder of the Warrants be delivered to
the Trustee as contemplated by Section 3.2.
5
3.4 Share Issuance. During the period this Warrant is outstanding,
if the Company shall issue any Ordinary Shares except for the Excepted Issuances
(as defined in the Subscription Agreement), prior to the complete exercise of
this Warrant for a consideration less than the Purchase Price that would be in
effect at the time of such issue, then, and thereafter successively upon each
such issue, the Purchase Price shall be reduced to such other lower issue price.
For purposes of this adjustment, the issuance of any security or debt instrument
of the Company carrying the right to convert such security or debt instrument
into Ordinary Shares or of any warrant, right or option to purchase Ordinary
Shares shall result in an adjustment to the Purchase Price upon the issuance of
the above-described security, debt instrument, warrant, right, or option. The
reduction of the Purchase Price described in this Section 3.4 is in addition to
the other rights of the Holder described in the Subscription Agreement
4. Extraordinary Events Regarding Ordinary Shares. In the event that the
Company shall (a) issue additional Ordinary Shares as a dividend or other
distribution on outstanding Ordinary Shares, (b) subdivide its outstanding
Ordinary Shares, or (c) combine its outstanding Ordinary Shares into a smaller
number of Ordinary Shares, then, in each such event, the Purchase Price shall,
simultaneously with the happening of such event, be adjusted by multiplying the
then Purchase Price by a fraction, the numerator of which shall be the number of
Ordinary Shares outstanding immediately prior to such event and the denominator
of which shall be the number of Ordinary Shares outstanding immediately after
such event, and the product so obtained shall thereafter be the Purchase Price
then in effect. The Purchase Price, as so adjusted, shall be readjusted in the
same manner upon the happening of any successive event or events described
herein in this Section 4. The number of Ordinary Shares that the Holder of this
Warrant shall thereafter, on the exercise hereof as provided in Section 1, be
entitled to receive shall be adjusted to a number determined by multiplying the
number of Ordinary Shares that would otherwise (but for the provisions of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is the Purchase Price that would otherwise (but for the provisions of this
Section 4) be in effect, and (b) the denominator is the Purchase Price in effect
on the date of such exercise.
5. Certificate as to Adjustments. In each case of any adjustment or
readjustment in the Ordinary Shares (or Other Securities) issuable on the
exercise of the Warrants, the Company at its expense will promptly cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or readjustment in accordance with the terms of the Warrant and prepare a
certificate setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment or readjustment is based, including a
statement of (a) the consideration received or receivable by the Company for any
additional Ordinary Shares (or Other Securities) issued or sold or deemed to
have been issued or sold, (b) the number of Ordinary Shares (or Other
Securities) outstanding or deemed to be outstanding, and (c) the Purchase Price
and the number of Ordinary Shares to be received upon exercise of this Warrant,
in effect immediately prior to such adjustment or readjustment and as adjusted
or readjusted as provided in this Warrant. The Company will forthwith mail a
copy of each such certificate to the Holder of the Warrant and any Warrant Agent
of the Company (appointed pursuant to Section 11 hereof).
6
6. Reservation of Stock, etc. Issuable on Exercise of Warrant; Financial
Statements. The Company will at all times reserve and keep available, solely for
issuance and delivery on the exercise of the Warrants, all Ordinary Shares (or
Other Securities) from time to time issuable on the exercise of the Warrant.
This Warrant entitles the Holder hereof to receive copies of all financial and
other information distributed or required to be distributed to the holders of
the Company's Ordinary Shares.
7. Assignment; Exchange of Warrant. Subject to compliance with applicable
securities laws, this Warrant, and the rights evidenced hereby, may be
transferred by any registered holder hereof (a "Transferor") with respect to any
or all of the Ordinary Shares. On the surrender for exchange of this Warrant,
with the Transferor's endorsement in the form of Exhibit B attached hereto (the
"Transferor Endorsement Form") and together with evidence reasonably
satisfactory to the Company demonstrating compliance with applicable securities
laws, the Company at its expense, but with payment by the Transferor of any
applicable transfer taxes, will issue and deliver to or on the order of the
Transferor thereof a new Warrant or Warrants of like tenor, in the name of the
Transferor and/or the transferee(s) specified in such Transferor Endorsement
Form (each a "Transferee"), calling in the aggregate on the face or faces
thereof for the number of Ordinary Shares called for on the face or faces of the
Warrant so surrendered by the Transferor.
8. Replacement of Warrant. On receipt of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of this Warrant
and, in the case of any such loss, theft or destruction of this Warrant, on
delivery of an indemnity agreement or security reasonably satisfactory in form
and amount to the Company or, in the case of any such mutilation, on surrender
and cancellation of this Warrant, the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.
9. Registration Rights. The Holder of this Warrant has been granted
certain registration rights by the Company. These registration rights are set
forth in the Subscription Agreement. The terms of the Subscription Agreement are
incorporated herein by this reference. During the pendency of a Non-Registration
Event as defined in the Subscription Agreement, upon written demand made by the
Holder, the Company will pay to the Holder of this Warrant, in lieu of
delivering Ordinary Shares, a sum equal to the closing price of the Company's
Ordinary Shares on the principal market or exchange upon which the Ordinary
Shares is listed for trading on the trading date immediately preceding the date
notice is given by the Holder, less the Purchase Price, for each Ordinary Share
designated in such notice from the Holder.
10. Maximum Exercise. The Holder shall not be entitled to exercise this
Warrant on an exercise date in connection with that number of Ordinary Shares
which would be in excess of the sum of (i) the number of Ordinary Shares
beneficially owned by the Holder and its affiliates on an exercise date, and
(ii) the number of Ordinary Shares issuable upon the exercise of this Warrant
with respect to which the determination of this limitation is being made on an
exercise date, which would result in beneficial ownership by the Holder and its
affiliates of more than 9.99% of the outstanding Ordinary Shares on such date.
For the purposes of the immediately preceding sentence, beneficial ownership
shall be determined in accordance with Section 13(d) of the Securities Exchange
Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to the
foregoing, the Holder shall not be limited to aggregate exercises which would
result in the issuance of more than 9.99%. The restriction described in this
paragraph may be revoked upon sixty-one (61) days prior notice from the Holder
to the Company. The Holder may allocate which of the equity of the Company
deemed beneficially owned by the Subscriber shall be included in the 9.99%
amount described above and which shall be allocated to the excess above 9.99%.
7
11. Warrant Agent. The Company may, by written notice to the Holder of the
Warrant, appoint an agent (a "Warrant Agent") for the purpose of issuing
Ordinary Shares (or Other Securities) on the exercise of this Warrant pursuant
to Section 1, exchanging this Warrant pursuant to Section 7, and replacing this
Warrant pursuant to Section 8, or any of the foregoing, and thereafter any such
issuance, exchange or replacement, as the case may be, shall be made at such
office by such Warrant Agent.
12. Transfer on the Company's Books. Until this Warrant is transferred on
the books of the Company, the Company may treat the registered holder hereof as
the absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.
13. Notices. All notices, demands, requests, consents, approvals, and
other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) personally served, (ii)
deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be: (i) if to the Company to: BVR Technologies Ltd., 1
Azrieli Center, Tel Aviv, 61337 Israel, Attn: Orly Tsioni, Adv., telecopier:
011-972-3-608-7713, with a copy by telecopier only to: Bach, Arad, Scharf, 2
Hashalom Road, Tel Aviv 67892 Israel, Attn: Ehud Arad, Adv., telecopier:
011-972-3-5625304, and (ii) if to the Holder, to the address and telecopier
number listed on the first paragraph of this Warrant, with a copy by telecopier
only to: Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York, New
York 10176, telecopier number: (212) 697-3575.
14. Miscellaneous. This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. This Warrant shall be construed and enforced in accordance with and
governed by the laws of New York. Any dispute relating to this Warrant shall be
adjudicated in New York County in the State of New York. The headings in this
Warrant are for purposes of reference only, and shall not limit or otherwise
affect any of the terms hereof. The invalidity or unenforceability of any
provision hereof shall in no way affect the validity or enforceability of any
other provision.
8
IN WITNESS WHEREOF, the Company has executed this Warrant as of the date
first written above.
BVR TECHNOLOGIES LTD.
By:_____________________________________
Name:
Title:
Witness:
___________________________________
9
EXHIBIT A
FORM OF SUBSCRIPTION
(to be signed only on exercise of Warrant)
TO: BVR TECHNOLOGIES LTD.
The undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____), hereby irrevocably elects to purchase (check applicable box):
___ ________ Ordinary Shares covered by such Warrant; or
___ the maximum number of Ordinary Shares covered by such Warrant pursuant
to the cashless exercise procedure set forth in Section 2.
The undersigned herewith makes payment of the full purchase price for such
shares at the price per share provided for in such Warrant, which is
$___________. Such payment takes the form of (check applicable box or boxes):
___ $__________ in lawful money of the United States; and/or
___ the cancellation of such portion of the attached Warrant as is exercisable
for a total of _______ Ordinary Shares (using a Fair Market Value of $_______
per share for purposes of this calculation); and/or
___ the cancellation of such number of Ordinary Shares as is necessary, in
accordance with the formula set forth in Section 2, to exercise this Warrant
with respect to the maximum number of Ordinary Shares purchasable pursuant to
the cashless exercise procedure set forth in Section 2.
The undersigned requests that the certificates for such shares be issued in the
name of, and delivered to _____________________________________________________
whose address is _________________________________________________
______________________________________.
The undersigned represents and warrants that all offers and sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Ordinary Shares under the Securities Act
of 1933, as amended (the "Securities Act"), or pursuant to an exemption from
registration under the Securities Act.
Dated:___________________ ________________________________________
(Signature must conform to name of
holder as specified on the face of the
Warrant)
________________________________________
________________________________________
(Address)
10
EXHIBIT B
FORM OF TRANSFEROR ENDORSEMENT
(To be signed only on transfer of Warrant)
For value received, the undersigned hereby sells, assigns, and transfers
unto the person(s) named below under the heading "Transferees" the right
represented by the within Warrant to purchase the percentage and number of
Ordinary Shares of BVR TECHNOLOGIES LTD. to which the within Warrant relates
specified under the headings "Percentage Transferred" and "Number Transferred,"
respectively, opposite the name(s) of such person(s) and appoints each such
person Attorney to transfer its respective right on the books of BVR
TECHNOLOGIES LTD. with full power of substitution in the premises.
- --------------------------------------------------------------------------------
Transferees Percentage Transferred Number Transferred
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Dated: ______________, ___________ ________________________________________
(Signature must conform to name of
holder as specified on the face of the
warrant)
Signed in the presence of:
___________________________________ ________________________________________
(Name)
________________________________________
(address)
ACCEPTED AND AGREED: ________________________________________
[TRANSFEREE]
________________________________________
(address)
___________________________________
(Name)
11