<PAGE> 105
EXHIBIT 1.3
No sale, offer to sell or transfer of the securities represented
by this certificate or any interest therein shall be made unless
a registration statement under the Federal Securities Act of
1933, as amended, with respect to such transaction is then in
effect, or the issuer has received an opinion of counsel
satisfactory to it that such transfer does not require
registration under that Act.
This Warrant will be void after 3:00 p.m.
New York time on __________ ,2005.
UNIT PURCHASE WARRANT
To Subscribe for and Purchase Units and Additional Warrants of
EXHAUST TECHNOLOGIES, INC.
(Transferability Restricted as Provided in Paragraph 2 Below)
THIS CERTIFIES THAT, for value received, CASTLE SECURITIES
CORP., (the "Underwriter") or registered assigns, is entitled to
subscribe for and purchase from EXHAUST TECHNOLOGIES, INC.,
incorporated under the laws of the State of Washington, (the
"Company") up to __________fully paid and non-assessable Units
consisting of ___________ fully paid and non-assessable Common
Stock of the Company and ___________ fully paid non-assessable
__________ (____) month Public Warrants of the Company, as
hereinafter defined, at the "Warrant Prices" and during the
period hereinafter set forth, subject, however, to the provisions
and upon the terms and conditions hereinafter set forth. This
Warrant is one of an issue of the Company's Unit Purchase
Warrants (herein called the "Warrants"), identical in all
respects except as to the names of the holders thereof and the
number of Units purchasable thereunder, representing on the
original issue thereof rights to purchase up to __________ Units.
1. As used herein:
(a) "Common Stock" or Common Shares" shall initially
refer to the Company's common stock, $.00001 par value, per share
as more fully set forth in Section 5 hereof.
(b) The "Warrant Agreement" shall refer to the Warrant
Agreement dated as of __________, 2000 between American
Securities Transfer & Trust, Inc. and the Company.
(c) "Public Warrants" shall refer to the Warrants
included in the Units offered to the public by the Company
through CASTLE SECURITIES CORP., pursuant to a Registration
Statement cleared by the SEC on __________, 2000, and issued or
to be issued pursuant to the Warrant Agreement.
<PAGE> 106
(d) "Underwriter's Public Warrants" shall mean the
Public Warrants except that (i) the initial exercise date thereof
shall be the date of exercise of the Underwriter's Warrant and
the expiration thereof shall be the expiration date of the Public
Warrants, (ii) the initial exercise price thereof shall be $11.55
per share during Exercise Period One and $14.85 During Exercise
Period Two (as such exercise periods are set forth in the
Underwriting Agreement defined below) and thereafter determined
as hereinafter set forth, provided any change herein is
consistent with the terms of the Warrant Agreement (iii) the
Company may redeem such Underwriter's Public Warrants, (iv) no
terms of the Underwriter's Public Warrants may be modified
without the consent of the Underwriter and (v) the Common Shares
subject to the Underwriter's Public Warrants shall initially be
as set forth in the Warrant Agreement and thereafter determined
as hereinafter set forth provided such terms are consistent with
those within the Warrant Agreement.
(e) "Units" shall consist of one fully paid and
nonassessable Common Shares and one Underwriter's Public Warrant,
and subject to adjustment pursuant to Section 4 hereof.
(f) "Common Share" Price shall, subject to adjustment
pursuant to Section 4 hereof, be $7.5735 in the case of each
share included in the Units and shall be $8.415 at the time when
the Underwriter's Public Warrants have expired pursuant to the
terms of the Public Warrants. The Common Share price shall also,
in the case of the Common Shares solely related to those issued
or to be issued upon exercise of the Underwriter's Public Warrant
be $11.55 if such Warrant is exercise during exercise period one
and $14.85 if such Warrant is exercise during exercise period 2.
In addition and solely for income tax purposes, Common Share
Price shall be $7.5735 in the case of each share included in the
Units and shall be $8.415 at the time when the Underwriter's
Public Warrants have expired pursuant to the terms of the Public
Warrants.
(g) "Warrant Price" shall be $8.415 which is subject
to adjustment pursuant to Section 4 hereof.
(h) "Underwriter" shall refer to CASTLE SECURITIES
CORP.
(i) "Underwriting Agreement" shall refer to the
Underwriting Agreement dated ___________, 2000 between the
Company and the Underwriter.
<PAGE> 107
(j) "Warrants" shall refer to Warrants to purchase an
aggregate of up to __________ Units issued to the Underwriter or
its designees by the Company pursuant to the Underwriting
Agreement (including the Warrants represented by this
Certificate), as such may be adjusted from time to time pursuant
to the terms of Section 4 (and including any Warrants represented
by any certificate issued from time to time in connection with
the transfer, partial exercise, exchange of any Warrants or in
connection with a lost, stolen, mutilated or destroyed Warrant
certificate, if any, or to reflect an adjusted number of Units.
(k) "Underlying Securities" shall refer to and include
the Common Shares and Underwriter's Public Warrants issuable or
issued upon exercise of the Warrants as well as any Common Shares
issued upon exercise of the Underwriter's Public Warrants.
(l) "Holders" shall mean the registered holder of such
Warrants or any issued Underlying Securities.
2. The purchase rights represented by this Warrant may be
exercised by the holder hereof, in whole or in part at any time,
and from time to time, during the period commencing on
__________, 2001 (the "Commencement Date") until ___________,
2005 (the "Expiration Date"), by the presentation of this
Warrant, with the purchase form attached duly executed, at the
Company's office (or such office or agency of the Company as it
may designate in writing to the Holder hereof by notice pursuant
to Section 14 hereof), and upon payment by the Holder to the
Company in cash, or by certified check or bank draft of the
Warrant Price for such Units, except if exercise is made pursuant
to Section 9 hereof, in which event Section 9 shall control. The
Company agrees that the Holder hereof shall be deemed the record
owner of such Underlying Securities as of the close of business
on the date on which this Warrant shall have been presented and
payment made for such Units as aforesaid. Certificates for the
Underlying Securities so purchased shall be delivered to the
Holder hereof within a reasonable time, not exceeding fifteen
(15) days, after the rights represented by this Warrant shall
have been so exercised. If this Warrant shall be exercised in
part only, the Company shall, upon surrender of this Warrant for
cancellation, deliver a new Warrant evidencing the rights of the
Holder hereof to purchase the balance of the Units which such
Holder is entitled to purchase hereunder. Exercise in full of
the rights represented by this Warrant shall not extinguish the
rights granted under Section 9 hereof.
<PAGE> 108
Nothing herein shall permit the exercise of this Warrant for
Units, Public Warrants or Shares prior to __________, 2001 unless
the Public Warrant is called for redemption by the Company prior
to the Commencement Date or the Commencement Date is subsequent
to Period One of such Public Warrant. In either of such case,
the Underwriter shall have the right to exercise its right to
purchase the Units and to exercise its right to purchase the
securities underlying the Public Warrants contained in such Units
but shall not be permitted to dispose such securities until the
Commencement Date and only if in compliance with the Securities
Act of 19933, as amended.
3. Subject to the provisions of Section 8 hereof, (i) this
Warrant is exchangeable at the option of the Holder at the
aforesaid office of the Company for other Warrants of different
denominations entitling the Holder thereof to purchase in the
aggregate the same number of Units as are purchasable hereunder;
and (ii) this Warrant may be divided or combined with other
Warrants which carry the same rights, in either case, upon
presentation hereof at the aforesaid office of the Company
together with a written notice, signed by the Holder hereof,
specifying the names and denominations in which new Warrants are
to be issued, and the payment of any transfer tax due in
connection therewith.
4. Subject and pursuant to the provisions of this Section
4, the Warrant Price and number of Units subject to this Warrant
shall be subject to adjustment from time to time as set forth
hereinafter in this Section 4.
(a) (i) If the Company shall at any time subdivide
its outstanding Common Shares by recapitalization,
reclassification or split-up thereof, or other such issuance
without additional consideration, the number of Common Shares
included in the Units subject to this Warrant immediately prior
to such subdivision shall be proportionately increased, and if
the Company shall at any time combine the outstanding Common
Shares by recapitalization, reclassification or combination
thereof, the number of Common Shares included in the Units
subject to this Warrant immediately prior to such combination
shall be proportionately decreased. Any such adjustment to the
Warrant Price pursuant to Section 4(e) shall become effective at
the close of business on the record date for such subdivision or
combination. No adjustment to the number of shares issuable upon
exercise of this Warrant shall be required if such adjustment
provides the holders of this Warrant with disproportionate
rights, privileges and economic benefits which are not provided
to the public warrantholders.
<PAGE> 109
(ii) Upon any adjustment of the number of Common
Shares included in the Units purchasable upon exercise of this
Warrant pursuant to Section 4 hereof, the number of Common Shares
subject to the Underwriter's Public Warrants in each Unit shall
be adjusted to such number of Common Shares as is equal to such
adjusted number of Common Shares in each Unit. If any adjustment
is made to the number of Common Shares subject to the
Underwriter's Public Warrants hereunder, no adjustment shall be
made at the same time to such number of shares pursuant to the
terms of the Warrant Agreement.
(b) If the Company after the date hereof shall
distribute to all of the holders of its Common Shares any
securities or other assets (other than a distribution of Common
Shares or a cash distribution made as a dividend payable out of
earnings or out of any earned surplus legally available for
dividends under the laws of the jurisdiction of incorporation of
the Company), the Board of Directors shall be required to make
such equitable adjustment in the Warrant Price in effect
immediately prior to the record date of such distribution as may
be necessary to preserve to the Holder of this Warrant rights
substantially proportionate to those enjoyed hereunder by such
Holder immediately prior to the happening of such distribution.
Any such adjustment made in good faith by the Board of Directors
shall be final and binding upon the Holders and shall become
effective as of the record date for such distribution.
(c) In case of any reclassification of the outstanding
Common Shares (other than a change covered by Section 4(a) (i)
hereof or which solely affects the par value of such Common
Shares) or in the case of any merger or consolidation of the
Company with or into another corporation (other than a
consolidation or merger in which the Company is the continuing
corporation and which does not result in any reclassification or
capital reorganization of the outstanding Common Shares), or in
the case of any sale or conveyance to another corporation of the
property of the Company as an entirety or substantially as an
entirety in connection with which the Company is dissolved, the
Holder of this Warrant shall have the right thereafter (until the
expiration of the right of exercise of this Warrant) to receive
upon the exercise hereof, for the same aggregate Warrant Price
payable hereunder immediately prior to such event, the kind and
amount of shares of stock or other securities or property
receivable upon such reclassification, capital reorganization,
merger or consolidation, or upon the dissolution following any
sale or other transfer, by a Holder of the number of Common
Shares of the Company obtainable upon the exercise of this
Warrant and the Underwriter's Public Warrants immediately prior
to such event; and if any reclassification also results in a
change in Common Shares covered by Section 4(a) (i), then such
<PAGE> 110
adjustment shall be made pursuant to both this Section 4(c) and
Section 4(a) (i). The provisions of this Section 4(c) shall
similarly apply to successive re-classifications, or capital
reorganizations, mergers or consolidations, sales or other
transfers.
(d) No adjustment in the number of Common Shares
included in the Units subject to this Warrant shall be required
under this Section 4 hereof unless such adjustment would require
an increase or decrease in such number of shares of at least 1%
of the then adjusted number of Common Shares included in the
Units issuable upon exercise of this Warrant, provided, however,
that any adjustments which by reason of the foregoing are not
required at the time to be made shall be carried forward and
taken into account and included in determining the amount of any
subsequent adjustment; and provided further, however, that in
case the Company shall at any time subdivide or combine the
outstanding Common Shares or issue any additional Common Shares
as a dividend, said percentage shall forthwith be proportionately
increased in the case of a combination or decreased in the case
of a subdivision or dividend of Common Shares so as to
appropriately reflect the same. If the Company shall make a
record of the Holders of its Common Shares for the purpose of
entitling them to receive any dividend or distribution and
legally abandon its plan to pay or deliver such dividend or
distribution then no adjustment in the number of Common Shares
subject to the Warrant shall be required by reason of the making
of such record.
(e) Whenever the number of Common Shares included in
the Units purchasable upon the exercise of this Warrant is
adjusted, as provided in Section 4, the Warrant Price shall be
adjusted (to the nearest one tenth of a cent by multiplying such
Warrant price immediately prior to such adjustment by a fraction,
the numerator of which shall be the number of Common Shares
included in the Units purchasable upon the exercise of this
Warrant immediately prior to such adjustment, and the denominator
of which shall be the number of Common Shares included in the
Units so purchasable immediately thereafter. The exercise price
of the Underwriters Public Warrants shall be adjusted pursuant to
the terms and conditions of the Warrant Agreement assuming an
adjustment in the number of Common Shares subject to such
Underwriters Public Warrants as provided for in Section 4(a)(ii).
(f) (1) Upon occurrence of either (i) each event
requiring an adjustment of the Warrant Price and of the number of
Common Shares and Underwriter's Public Warrants obtainable upon
exercise of this Warrant in accordance with, and as required by,
the terms of this Section 4, or (ii) the simultaneous exercise of
more than 50% of the Warrants, the Company shall forthwith employ
<PAGE> 111
a firm of certified public accountants (who may be the regular
accountants for the Company) who shall compute the adjusted
Warrant Price and the adjusted number of Common Shares and
Underwriter's Public Warrants purchasable at such adjusted
Warrant Price by reason of such event in accordance with the
provisions of this Section 4. The Company shall mail forthwith
to the Holder of this Warrant a copy of such computation which
shall be conclusive and shall be binding upon such Holder unless
contested by such Holder by written notice to the Company within
thirty (30) days after receipt thereof by such Holder.
(2) In case the Company after the date hereof
shall propose (i) to pay any dividend payable in stock to the
Holders of its Common Shares or to make any other distribution
(other than cash dividends) to the Holders of its Common Shares
rights to subscribe to or purchase any additional shares of any
class or any other rights or options, or (ii) to effect any
reclassification of Common Shares (other than a reclassification
involving merely the subdivision or combination of outstanding
Common Shares) or (iii) any capital reorganization or any
consolidation or merger, or any sale, transfer or other
disposition of its property, assets and business substantially as
an entirety, or the liquidation, dissolution or winding up of the
Company, then in each such case, the Company shall obtain the
computation described in paragraph 4(f)(1) hereof and if an
adjustment to the Warrant Price is required under this Section 4,
the Company shall notify the registered Holder of this Warrant of
such proposed action, which shall specify the record date for any
such action or if no record date is established with respect
thereto, the date on which such action shall occur or commence,
or the date of participation therein by the Holders of Common
Shares if any such date is to be fixed, and shall also set forth
such facts with respect thereto as shall be reasonably necessary
to indicate the effect of such action on the Warrant Price and
the number, or kind, or class of shares or other securities or
property obtainable upon exercise of this Warrant after giving
affect to any adjustment which will be required as a result of
such action. Such notice shall be given at least twenty (20) days
prior to the record date for determining Holders of the Common
Shares for purposes of any such action, and in the case of any
action for which a record date is not established then such
notice shall be mailed at least twenty (20) days prior to the
taking of such proposed action.
(3) Failure to file any certificate or notice or
to mail any notice, or any defect in any certificate or notice,
or any defect in any certificate or notice, pursuant to this
Section 4(f), shall not effect the legality or validity of the
<PAGE> 112
adjustment in the Warrant Price or in the number, or kind, or
class or shares or other securities or property obtainable upon
exercise of this Warrant or of any transaction giving rise
thereto.
(g) The Company shall not be required to issue
fractional Common Shares or Underwriter's Public Warrants upon
any exercise of this Warrant. As to any final fraction of a
Common Share or Underwriter's Public Warrant which the Holder of
this Warrant would otherwise be entitled to purchase upon such
exercise, the Company shall pay a cash adjustment in respect of
such final fraction in an amount equal to the same fraction of
the market value of a share of such stock (or the market value of
the Public Warrant), on the business day preceding the day of
exercise. The Holder of this Warrant, by his acceptance hereof,
expressly waives any right to receive any fractional shares of
stock or fractional Underwriter's Public Warrant upon exercise of
this Warrant.
(h) Irrespective of any adjustments pursuant to this
Section 4 in the Warrant Price or in the number, or kind, or
class of shares or other securities or other property obtainable
upon exercise of this Warrant, this Warrant may continue to
express the Warrant Price and the number of Units obtainable upon
exercise at the same price and number of Units as are stated
herein.
(i) Until this Warrant is exercised, the Underlying
Securities, the Warrant Price and Common Share Price and warrant
price of the Underwriters Public Warrants shall be determined
exclusively pursuant to the provisions hereof, without regard to
any of the terms of the Warrant Agreement except as otherwise
specifically provided for in Section 4(e) hereof.
5. For the purposes of this Warrant, the terms "Common
Shares" or "Common Stock" shall mean (i) the class of stock
designated as the common stock, $.0001 par value, of the Company
on the date set forth on the first page hereof or (ii) any other
class of stock resulting from successive changes or
re-classifications of such Common Stock consisting solely of
changes in par value, or from no par value to par value, or from
par value to no par value. If at any time, as a result of an
adjustment made pursuant to Section 4, the securities or other
property obtainable upon exercise of this Warrant shall include
shares or other securities of the Company other than Common
Shares or securities of another corporation or other property;
thereafter, the number of such other shares or other securities
or property so obtainable shall be subject to adjustment from
<PAGE> 113
time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Common Shares
contained in Section 4 and all other provisions of this Warrant
with respect to Common Shares shall apply on like terms to any
such other shares or other securities or property. Subject to
the foregoing, and unless the context requires otherwise, all
references herein to Common Shares shall, in the event of an
adjustment pursuant to Section 4, be deemed to refer also to any
other securities or property then obtainable as a result of such
adjustments.
6. The Company covenants and agrees that:
(a) During the period within which the rights
represented by the Warrant may be exercised, the Company shall,
at all times, reserve and keep available out of its authorized
capital stock, solely for the purposes of issuance upon exercise
of this Warrant, such number of its Common Shares as shall be
issuable upon the exercise of this Warrant and the Underwriter's
Public Warrants and at its expense will obtain the listing
thereof on all national securities exchanges on which the Common
Shares or Public Warrants are then listed; and if at any time the
number of authorized Common Shares shall not be sufficient to
effect the exercise of this Warrant and the Underwriter's Public
Warrants included therein, the Company will take such corporate
action as may be necessary to increase its authorized but
unissued Common Shares to such number of shares as shall be
sufficient for such purpose; the Company shall have analogous
obligations with respect to any other securities or property
issuable upon exercise of this Warrant.
(b) All Common Shares which may be issued upon
exercise of the rights represented by this Warrant or upon the
exercise of the Underwriter's Public Warrant included herein
will, upon issuance be validly issued, fully paid, nonassessable
and free from all taxes, liens and charges with respect to the
issuance thereof; and,
(c) All original issue taxes payable in respect of the
issuance of Common Shares upon the exercise of the rights
represented by this Warrant or the Underwriter's Public Warrants
shall be borne by the Company but in no event shall the Company
be responsible or liable for income taxes or transfer taxes upon
the transfer of any Warrants.
<PAGE> 114
7. Until exercised, this Warrant shall not entitle the
Holder hereof to any voting rights or other rights as a
shareholder of the Company, except that the Holder of this
Warrant shall be deemed to be a shareholder of this Company for
the purpose of bringing suit on the ground that the issuance of
shares of stock of the Company is improper under the Florida
Corporation Law.
8. This Warrant shall not be sold, transferred, assigned
or hypothecated for a period of twelve (12) months from the
effective date of the Company's public offering with respect to
which this Warrant has been issued, except to officers
or partners of the Underwriter, or the selected dealers who
participated in such offering, or the officers or partners of
such selected dealers. In no event shall this Warrant be sold,
transferred, assigned or hypothecated except in conformity with
the applicable provisions of the Securities Act of 1933, as then
in force (the "Act"), or any similar Federal statute then in
force, and all applicable "Blue Sky" laws.
9. The holder of this Warrant, by acceptance hereof,
agrees that, prior to the disposition of this Warrant or of any
securities theretofore purchased upon the exercise hereof, under
circumstances that might require registration of such securities
or the filing of a post effective amendment under the Act, or any
similar Federal statute then in force, such holder will give
written notice to the Company expressing such holder's intention
of effecting such disposition, and describing briefly such
holder's intention as to the disposition to be made of this
Warrant and/or the securities theretofore issued upon exercise
hereof. The term registration as used in this paragraph 9 shall
hereinafter refer to either the filing of a registration
statement or the filing of a post effective amendment, whichever
is applicable. Promptly upon receiving such notice, the Company
shall present copies thereof to its counsel and to Stephen W.
Wilk, Esq., 1600 Stewart Avenue, Westbury, New York, and Robert
C. Beers, P.C., 3 Linden Street, Selden, New York 11784 and the
provisions of the following subdivisions shall apply:
(a) If, in the opinion of both such counsel, the
proposed disposition does not require registration under the Act
or qualification pursuant to Regulation A promulgated under the
Act, or any similar Federal statute then in force, of this
Warrant and/or the securities issuable or issued upon the
exercise of this Warrant, the Company shall, as promptly as
practicable, notify the holder hereof of such opinion, whereupon
such holder shall be entitled to dispose of this Warrant and/or
such securities theretofore issued upon the exercise hereof, all
in accordance with the terms of the notice delivered by such
holder to the Company.
<PAGE> 115
(b) If, in the opinion of either such counsel, such
proposed disposition requires such registration or qualification
under the Act, or similar Federal statute then in effect, of this
Warrant and/or the securities issuable or issued upon the
exercise of this Warrant, the Company shall promptly give written
notice to all then holders of the Warrants, at the respective
addresses thereof shown on the books of the Company, of a
proposed registration or qualification under the Act, or any
similar Federal statute then in force, and the Company shall, as
expeditiously as possible, use its best efforts to effect such
registration or qualification under the Act or similar statute,
at the sole expense of the Company, on one occasion only, for a
period not to exceed five (5) years from the effective date of
the Company's public offering, of (i) the Warrants and/or the
securities issuable or issued upon the exercise of this Warrant,
and (ii) all such Warrants and/or securities of the Company
issuable or issued upon the exercise of Warrants, the holders of
which shall have made written requests to the Company for the
registration or qualification thereof within thirty (30) days
after the giving of such written notice by the Company, all to
the extent requisite to permit the sale of the Warrants and/or
the securities referred to in the foregoing clauses (i)and (ii),
upon the terms of offering supplied in writing to the Company by
the holders thereof, and upon the effectiveness of such
registration or qualification. The Company shall not be required
to effect more than one such registration or qualification
pursuant to the foregoing provisions nor shall it be required to
effect such registration or qualification unless requested by the
holders of at least a majority of the Underwriter's Warrants
and/or the holders of the underlying securities together with the
consent of the Underwriter or its specific authorized designee.
In the event the underlying securities are to be registered, the
Underwriter and/or the holders of the Warrants upon exercise
thereof shall pay the exercise price to the transfer agent of
record, which agent shall not release said funds to the issuer
until such time as the underlying securities have been delivered
to the Underwriter and/or holders thereof. The Underwriter and/or
holders of the Warrants shall not be required to exercise such
Warrants prior to the date the Registration Statement has been
cleared by the SEC and State Securities Departments ("the
Exercise Date") but in no event shall such exercise date occur at
a date subsequent to the termination of this Warrant. In
addition to such rights, in the case of any proposed registration
or qualification of Common Stock or other securities of the
Company under the Act, or similar Federal statute then in force,
at any time within five (5) years from the effective date of the
Company's public offering, the Company will give at least thirty
(30) days prior written notice of the filing thereof to (i) each
holder of Warrants and (ii) each holder of underlying securities
who shall have received the same upon the exercise of Warrants
<PAGE> 116
previously held by such holder. If, and to the extent requested
by any such holder in writing within twenty (20) days after
receipt of any such notice, the Company will use its best
efforts, at its expense, to register all or any part of the
Warrants and/or the securities issuable or issued upon the
exercise of the Warrants referred to in the foregoing clause (i)
and/or the securities referred to in the foregoing clause (ii)
under such Act or statute, limited, in the case of a
qualification under Regulation A, to the amount of any available
exemption, concurrently with the registration or qualification of
such other stock or securities, in a manner appropriate to permit
the distribution of such Warrants and/or Common Stock by such
holder upon the terms of offering supplied by such holder
concurrently with the making of the aforesaid written request. In
the event the underlying securities are to be registered, the
Underwriter and/or the holders of the Warrants upon exercise
thereof shall pay the exercise price to the transfer agent of
record, which agent shall not release said funds to the issuer
until such time as the underlying securities have been delivered
to the Underwriter and/or holders thereof. The Underwriter and/or
holders of the Warrants shall not be required to exercise such
Warrants prior to the date the Registration Statement has been
cleared by the SEC and State Securities Departments ("the
Exercise Date") but in no event shall such exercise date occur at
a date subsequent to the termination of this Warrant.
10. The Company agrees to indemnify and hold harmless the
holder of this Warrant, or of securities issuable or issued upon
the exercise hereof, from and against any claims and liabilities
caused by any untrue statement of a material fact, or omission to
state a material fact required to be stated, in any such
registration statement, prospectus, notification or offering
circular under Regulation A, except insofar as such claims or
liabilities are caused by any such untrue statement or omission
based on information furnished in writing to the Company by such
holder, or by any other such holder affiliated with the holder
who seeks indemnification, as to which the holder hereof, by
acceptance hereof, agrees to indemnify and hold harmless the
Company.
11. If this Warrant, or any of the securities issuable
pursuant hereto, require qualification or registration with, or
approval of, any governmental official or authority (other than
registration under the Act, or any similar Federal statute at the
time in force), before such shares may be issued on the exercise
hereof, the Company, at its expense, will take all requisite
action in connection with such qualification, and will use its
best efforts to cause such securities and/or this Warrant to be
duly registered or approved, as may be required.
<PAGE> 117
12. This Warrant is exchangeable, upon its surrender by the
registered holder at such office or agency of the Company as may
be designated by the Company, for new Warrants of like tenor,
representing, in the aggregate, the right to subscribe for and
purchase the number of units or Common Shares as the case may be
that may be subscribed for and purchased hereunder, each of such
new Warrants to represent the right to subscribe for and purchase
such number of units or Common Shares as the case may be as shall
be designated by the registered holder at the time of such
surrender. Upon receipt of evidence 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, upon
delivery of a bond of indemnity satisfactory to the Company, or
in the case of such mutilation, upon surrender or cancellation of
this Warrant, the Company will issue to the registered holder a
new Warrant of like tenor, in lieu of this Warrant, representing
the right to subscribe for and purchase the number of units or
Common Shares as the case may be that may be subscribed for and
purchased hereunder. Nothing herein is intended to authorize the
transfer of this Warrant except as permitted under Paragraph 8.
13. Every holder hereof, by accepting the same, agrees with
any subsequent holder hereof and with the Company 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 this Warrant, and further agrees that the
Company and its transfer agent may deem and treat the registered
holder of this Warrant as the absolute owner hereof for all
purposes and shall not be affected by any notice to the contrary.
14. All notices required hereunder shall be given by
first-class mail, postage prepaid; if given by the holder hereof,
addressed to the Company at 230 North Division Spokane,
Washington 99201 or such other address as the Company may
designate in writing to the holder hereof; and if given by the
Company, addressed to the holder at the address of the holder
shown on the books of the Company.
15. The Company will not merge or consolidate with or into
any other corporation, or sell or otherwise transfer its
property, assets and business substantially as an entirety to
another corporation, unless the corporation resulting from such
merger or consolidation (if not the Company), or such transferee
corporation, as the case may be, shall expressly assume, by
supplemental agreement satisfactory in form to the Underwriter,
the due and punctual performance and observance of each and every
covenant and condition of this Warrant to be performed and
observed by the Company.
<PAGE> 118
16. The validity, construction and enforcement of this
Warrant shall be governed by the laws of the State of New York
and exclusive jurisdiction is hereby vested in the Courts of said
State in the event of the institution of any legal action under
this Warrant.
IN WITNESS WHEREOF, EXHAUST TECHNOLOGIES, INC. has
caused this Warrant to be signed by its duly authorized officers
under its corporate seal, to be dated __________, 1999.
EXHAUST TECHNOLOGIES, INC.
By _____________________________
Authorized Officer
Attest:
____________________________
Secretary
(Corporate Seal)
<PAGE> 119
PURCHASE FORM
To Be Executed
Upon Exercise of Warrant
The undersigned hereby exercises the right to purchase
____________ Common Shares and/or ___________ Underwriter's
Public Warrants, evidenced by the within Warrant, according to
the terms and conditions thereof, and herewith makes payment of
the purchase price in full. The undersigned requests that
certificates for such shares and warrants shall be issued in the
name set forth below.
Dated: __________ , 19__
__________________________________
Signature
__________________________________
Print Name of Signatory
__________________________________
Name to whom certificates are to be
issued if different from above.
Address: _________________________
__________________________________
__________________________________
Social Security No. ______________
or other identifying number
If said number of shares and warrants shall not be all the
shares and warrants purchasable under the within Warrant, the
undersigned requests that a new Warrant for the unexercised
portion shall be registered in the name of:
(Please Print)
Address:__________________________
__________________________________
__________________________________
Social Security No. ______________
or other identifying number
__________________________________
Signature
<PAGE> 120
FORM OF ASSIGNMENT
FOR VALUE RECEIVED _____________________, hereby
sells assigns and transfers to ____________________ Soc. Sec. No.
[__________] the within Warrant, together with all rights, title
and interest therein, and does hereby irrevocably constitute and
appoint _____________________ attorney to transfer such Warrant
on the register of the within named Company, with full power of
substitution.
__________________________________
Signature
Dated: __________, 19___
Signature Guaranteed:
_____________________________
