Exhibit 3
Form 10-SB
Water Petroleum & Environmental Technologies Company
SPECIMEN
WARRANT CERTIFICATE
Dated: _______________________
VOID AFTER 5:00 PM NEW YORK LOCAL TIME
ON
______________________ ,1997
WATER PETROLEUM & ENVIRONMENTAL TECHNOLOGIES COMPANY
Warrants to Purchase Up to ________ Shares
Water Petroleum & Environmental Technologies Company, a
Nevada corporation (the "Company"), hereby certifies that
____________________________, sometimes referred to as the
"Purchaser", for value received, is entitled to purchase from the
Company at any time after _____________ , 1997, and before 5:00
PM, New York local time on ________________ ,1997,
___________ of the Company's Shares of common stock, $ _____ par
value (the "Shares"), at the exercise price of $_________ per
Share (the "Exercise Price").
1 . Exercise of Warrants. Upon presentation and surrender of
this Certificate, with the attached Purchase Form duly executed to
the Office of the Company or warrant agent, together with a
certified or bank cashier's check payable to the Company in the
amount of the Exercise Price times the number of shares being
purchased, the Company shall deliver to the holder hereof, as
promptly as practicable, certificates representing the
____________ Shares being purchased. This Warrant Certificate may
be exercised in whole or in part; and, in case of exercise hereof
in part only, the Company, upon surrender hereof, will deliver to
the holder a new Warrant Certificate or Warrant Certificates or
like tenor entitling said holder to purchase the number of Shares
as to which this Warrant Certificate has not been exercised.
2. Exchange and Transfer. This Warrant (a) at any time
prior to the exercise hereof, upon presentation and surrender to
the Company, may be exchanged, alone or with other Warrants of
like tenor registered in the name of the same holder, or its
assigns, for another Warrant or other Warrants of like tenor in
the name of such holder, or its assigns, exercisable for the same
aggregate number of Shares as the Warrant or Warrants surrender,
and (b) may not be sold, transferred hypothecated, or assigned
before _________________ 1997, except to officers of or members of
the selling group participating in the Company's Regulation D,
Rule 504 Offering.
3. Rights and Obligations of Warrant Holders. The holder of
this Warrant Certificate shall not, by virtue hereof, be entitled
to any rights of a shareholder in the Company, either at law or in
equity provided, however, in the event that any certificate
representing shares of the Company's Common Shares is issued to
the holder hereof upon exercise of some or all of the Warrants
represented hereby, such holder shall, for all purposes, be deemed
to have become the holder of record of such Common Shares on the
date on which this War-rant Certificate, together with a duly
executed Purchase Form, was surrendered and payment of the
purchase price was
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made, irrespective of the date of delivery of such share
certificate. The rights of the holder of this Warrant Certificate
are limited to those expressed herein and the holder of this
Certificate, by his acceptance hereof, consents to and agrees to
be bound by, and to comply with all the provisions of this Warrant
Certificate, including without limitation all the obligations
imposed upon the holder hereof by Section 5. In addition, the
holder of this Warrant Certificate by accepting the same, agrees
that the Company and its Warrant Agent may deem and treat the
person in whose name this Warrant Certificate is registered as the
absolute, true and lawful owner for all purposes whatsoever.
4. The Shares. The Company covenants and agrees that all
Shares delivered upon exercise of this Warrant will, upon
delivery, be duly and validly authorized and issued, fully-paid
and non-assessable, and free from all liens and charges with
respect to the purchase thereof. In addition, the Company agrees
at all times to reserve and keep available an authorized number of
Shares sufficient to permit the exercise in full of all
outstanding Underwriter's Warrants.
5. Disposition of Warrants or Shares, The holder of this
Warrant Certificate and any transferee hereof, by their acceptance
hereof, hereby agrees that (a) no public distribution of these
Warrants will be made in violation of the provisions of the
Securities Act of 1933, as amended, or the Rules and Regulations
promulgated thereunder (such Act and Rules and Regulations being
hereinafter referred to as the "Act'), and (b) during such period,
if delivery of a prospectus with respect to these Warrants or the
Shares issuable hereunder may be required by the Act, no public
distribution of the Warrants or such Shares or Warrants will be
made in a manner or on terms different from those set forth in, or
without delivery of, a prospectus then meeting the requirements of
Section 10 of the Act and in compliance with all applicable state
laws. The holder of this Warrant Certificate and any such
transferee hereof further agree that if any distribution of any of
these Warrants is proposed to be made by them otherwise than by
delivery of a prospectus meeting the requirements of Section 10 of
the Act, such action shall be taken only after submission to the
Company of an opinion of counsel, reasonably satisfactory in form,
and substance to the Company's counsel, to the effect that the
proposed distribution will not be in violation of the Act or of
applicable state law. Furthermore, it shall be a condition to the
transfer of the Warrants that any transferee thereof deliver to
the Company his or its written agreement to accept and be bound by
all of the terms and conditions of this Warrant Certificate.
6. Redemption of Warrants. The Warrants are redeemable by the
Company at any time after ________________ , 1998, upon written
notice of not less than 30 days, at a redemption price of $0.02
per Warrant.
7. Indemnification and Notification.
(a) The Company will Indemnify and hold harmless each holder
of Warrants, or Shares thereunder and each person, if any, who
controls such holder within the meaning of Section 15 of the Act,
from. the against any and all losses, claims, damages, expenses
and liabilities caused by any untrue statement of material fact
contained in any registration statement, or contained 'in a
prospectus furnished thereunder or caused by any omission
________ state therein or necessary to make the statements,
therein not misleading, (provided, however, that the foregoing
shall not apply insofar as such losses, claims, damages, expenses
and liabilities and caused by such untrue
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statement or omission based upon information famished in writing
to the Company by any such holder expressively for use in any
registration statement or prospectus
(b) Promptly after receipt by any holder of Warrants or
Shares thereunder, of a notice of the commencement of any action,
said holder will, if a claim in respect thereof is to be made
against the Company under this Section 7, notify the Company in
writing of the commencement thereof but the omission to notify the
Company will not relieve it from any liability which it may have
to them otherwise than under this Section 7. In case any such
action is brought against any holder of Warrants and/or Shares
thereunder, and the Company is notified the commencement thereof
as provided herein, the Company will be entitled to participate
in, and, to the extent that it may wish, assume the defense
thereof, with counsel satisfactory to such holder, and after
notice from the Company to such holder of the Company's election
so to assume the defense thereof, the Company will not be liable
under this Section 7 for any legal or other expenses subsequently
incurred by such holder in connection with the defense thereof
other than reasonable costs of investigation.
(c) Each holder of Warrants or Shares thereunder, agrees to
cooperate fully with the Company in effecting registration and
qualification of the Warrants or Shares thereunder, and of such
distribution, and shall indemnify and hold harmless the Company
and any person who may control the Company, each director of the
Company, and each officer who signed any registration statement
from and against any and all losses, claims, damages, expenses,
and liabilities caused by any statement or prospectus or any
amendment or supplement thereto in reliance upon information
furnished to the Company by any such holder for inclusion therein.
9. Adjustment. The Exercise Price and the number of Shares
purchasable upon the exercise of each Warrant are subject to
adjustment from time to time upon the occurrence of any of the
events enumerated below:
(a) Distribution of Shares. In case the Company shall make
any distribution on the Shares, payable in common stock of the
Company, then the Exercise Price in effect immediately prior to
the making of such distribution shall be adjusted to a price
(computed to the nearest cent) determined by dividing (i) an
amount equal to the product of (A) the number of Shares
outstanding immediately prior to the making of such distribution
and multiplied by (B) the Exercise Price, by (ii) the Total number
of Shares outstanding 'Immediately following the making of such
distribution (including as then outstanding, shares, the maximum
number of Common Shares necessary to effect the conversion or
exchange of all then outstanding convertible shares, options, or
obligations theretofore issued in distributions on the Shares.).
(b) Subdivision of Combination of Shares. In case the Shares
issuable upon exercise of the Warrants shall be subdivided into a
greater or combined into a lesser number of Shares (whether with
or without par value), the Exercise Price shall be decreased or
increased, as the case may be, to an amount which shall bear the
same relation to the Exercise Price in effect immediately prior to
such subdivision or combination as the total numbers of Shares
outstanding immediately after such subdivision or combination, the
adjustment in the Exercise Price shall be made as of the effective
date of the applicable event.
(c) Increase in Shares Per War-rant. Upon each adjustment of
the Exercise Price as a result of calculations pursuant to this
Section 8, each Warrant outstanding prior to the making of an
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adjustment in the Exercise price shall thereafter evidence the
right to purchase, at the adjusted Exercise Price, that number of
Shares (calculated to the nearest hundredth) obtained by (i)
multiplying the number of Shares purchasable upon exercise of an
Warrant prior to adjustment of the number of Shares, by the
Exercise Price in effect prior to adjustment of the Exercise Price
and (ii) dividing the product so obtained by the Exercise Price in
effect after such adjustment of the Exercise Price.
(d) Effect of Sale, Merger, or Consolidation. In case of any
capital reorganization of the Company, or any reclassification of
the Shares, or in case of the consolidation of the Company with or
the merger of the Company into any other corporation, each Warrant
shall after such capital reorganization, reclassification of
Shares, consolidation or merger be exercisable, upon the terms and
conditions specified in this Agreement, for the number of Common
Shares or other securities of the Company, or of the corporation
resulting from such consolidation or surviving such merger, as the
case may be, to which the Shares issuable (at the time of such
capital reorganization, reclassification of Shares, consolidation
or merger) would be entitled if such exercise had taken place; and
in any case, if necessary, the provisions set forth herein with
respect to the rights and interest thereafter of the holders of
the Warrants shall be appropriately adjusted so as to be
applicable, as nearly as may reasonably be, to any shares of stock
or other securities or property thereafter deliverable on the
exercise of the Underwriter's Warrants. The subdivision or
combination of Shares at any time outstanding into a greater or
lesser number of Shares shall not be deemed to be a
reclassification of the shares of the Company for the purposes of
this Section 8(e). Anything herein contained to the contrary
notwithstanding, each Warrant shall, following any sale of the
properties and assets of the Company as, or substantially as, an
entirely to -any other corporation where such sale is to be
followed by a dissolution or liquidation of the Company, remain
exercisable until such dissolution or liquidation is effected, for
such securities of property of the Company or of the corporation
to which the sale was made as would have been issuable if such
exercise had taken place prior to such sale.
(e) Notice to Warrant Holders of Adjustment. Whenever the
Exercise Price is adjusted as herein provided, the Company shall
cause to be mailed to the Underwriter's Warrant holders in
accordance with the provisions of this Section 8, notice (1)
stating that the Exercise Price and the adjusted numbers of Shares
purchasable upon exercise of an Warrant have been adjusted, (ii)
setting forth the adjusted Exercise Price and the adjusted number
of Shares purchasable upon the exercise of an Underwriter's
Warrant, and (iii) showing in reasonable detail the computations
and the facts, including the amount of consideration received or
deemed adjustments are based.
(f) Fractional Shares, The Company shall not be required to
issue any fraction of a Share upon the exercise of Underwriter's
Warrants. If more than one Underwriter's Warrant shall be
surrendered for exercise at one time by the same holder, the
number of Shares Which shall be issuable upon exercise thereof
shall be computed on the basis of the aggregate number of Warrants
so exercised. If any fractional interest in a Share shall be
deliverable upon the exercise of any Warrants, the Company shall
make an adjustments therefor in cash equal to such fraction
multiplied by the average closing bid price of the Shares on the
business day next preceding the day of exercise.
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(g) Adjustment of Warrants. Notwithstanding any other
provision of this Section 8, any adjustment of the exercise price
and/or the number of Shares purchasable upon the exercise of the
Warrants shall be determined solely by the antidilution and other
adjustment provision provided for by the terms of the Warrants and
not by the provisions of this Section 8.
9. Survival. The various rights and obligations of the
holder hereof and of the Company as set forth in Section 5, 6 and
7 hereof shall survive the exercise of the Warrant Certificate,
and upon the surrender of this Warrant Certificate and the
exercise of all the Warrants represented hereby, the Company
shall, if requested, deliver to the holder hereof its written
acknowledgment of its continuing obligations under said Sections.
10. Notice. All notices required by this Warrant Certificate
to be given or made by the Company shall be given or made by First
Class Mail, postage prepaid, addressed to the registered holder
hereof, at the address of such holder as shown on the books of the
Company; provided, however, that where notice is to be given
pursuant to Sections 6, 7 and 8 hereof, the holders of Shares who
are not holders of Warrant Certificates, such notice shall be
given or made in the manner noted above to the record owner of
such Shares at the address of such owner shown on the books of the
Company.
11. Loss or Destruction. Upon receipt of evidence
satisfactory to the Company of the loss, theft, destruction,
mutilation of this Warrant Certificate and, in the case of any
such loss, theft or distribution, upon delivery of indemnify
agreement satisfactory in form and amount to the Company, in the
case of any such mutilation, upon surrender and cancellation of
this Warrant Certificate, the Company at its expense will execute
and delivery, in lieu thereof, a new Warrant Certificate or like
tenor.
WATER PETROLEUM &
ENVIRONMENTAL TECHNOLOGIES
COMPANY
SPECIMEN
By: ____________________________
SPECIMEN
ATTEST:
By: __________________________
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SPECIMEN
PURCHASE FORM
______________________ ,1997
To: WATER PETROLEUM & ENVIRONMENTAL TECHNOLOGIES COMPANY
The undersigned hereby irrevocably elects to exercise the
attached Warrant Certificate to the extent of Shares of ________
, each Warrant exercisable to purchase one (1) share of the
Company's authorized but unissued Common Stock, $_______ par value
per share and hereby makes payment of $ _____________ in payment
of the purchase price thereof.
INSTRUCTIONS FOR REGISTRATION OF PREFERENCE SHARES AND
COMMON SHARE WARRANTS
SPECIMEN
Name: ________________________________________________
(Please typewrite or print in block letters.)
SPECIMEN
Address:
______________________________________________________________
SPECIMEN
By: __________________________
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