<PAGE> 114
EXHIBIT 99.2
WARRANT AGREEMENT
Exhaust Technologies, Inc., a Washington corporation (the
"Company"), and Computershare Investor Services, Inc. ("CIS"), 12039
W. Alameda Parkway, Suite Z-2, Lakewood, Colorado 80228, a Colorado
corporation (the "Warrant Agent"), agree as follows:
1. Purpose. The Company proposes to publicly offer and
issue 550,000 units (the "Units"), each Unit consisting of one share
of Common Stock and one Redeemable Warrant, and 1,000,000 additional
Redeemable Warrants, collectively the "Redeemable Warrants."
2. Warrants. Each Warrant will entitle the registered
holder of a Warrant (the "Warrant Holder") to purchase one share of
Common Stock from the Company at a price of $7.00 provided the same
is exercised from _____________ to _____________ and one share of
Common Stock at a price of $9.00 if the warrant is exercised from
_____________ to _____________. If the Redeemable Warrants are not
exercised within the foregoing time periods they will expire and
cannot be exercised thereafter. In addition, the Company is selling
1,000,000 redeemable warrants for $0.10 per warrant. Each warrant
is exercisable under the same terms as set forth above.
3. Exercise Period. The Warrants may be exercised at
anytime from ________ to ______________ at an exercise price of $7.00
and from ______________________ to ______________ at an exercise
price of $9.00. (the "Expiration Date") except as provided by Section
12 of this Agreement. After the Expiration Date, any unexercised
warrants will be void and all rights of Warrant Holders shall cease.
Further, the Warrants may be redeemed by the Company upon thirty (30)
days written notice provided that the Company's common shares have
traded at least $10.00 per share for thirty (30) days during the
exercise period from _____________ to ____________________ or have
traded at least $15.00 per share for thirty (30) days during the
exercise period from ______________ to ________________________.
4. Non-Detachability. A Warrant Certificate is
immediately detachable from a Share certificate contained in a Unit.
5. Certificates. The Warrant Certificate shall be in
registered form only and shall be substantially in the form set forth
in "Exhibit A" attached to this Agreement. Warrant Certificates
shall be signed by, or shall bear the facsimile signature of, the
President of the Company and the Secretary of the Company and if such
Warrant Certificate shall contain the signature of an officer of the
Company who shall have ceased to be such officer before such Warrant
Certificate is countersigned, issued and delivered, such Warrant
Certificate shall be countersigned, issued and delivered with the
same effect as if such person had not ceased to be such officer. Any
Warrant Certificate may be signed by, or made to bear the facsimile
<PAGE> 115
signature of, any person who at the actual date of the preparation of
such Warrant Certificate shall be a proper officer of the company to
sign such Warrant Certificate even though such person was not such an
officer upon the date of the Agreement.
6. Countersigning. Warrant Certificates shall be manually
countersigned by the Warrant Agent and shall not be valid for any
purpose unless so countersigned. The Warrant Agent hereby is
authorized to countersign and deliver to, or in accordance with the
instructions of, any Warrant Holder any Warrant Certificate which is
properly issued.
7. Registration of Transfer and Exchanges. Subject to the
provisions of Section 4, the Warrant Agent shall from time to time
register the transfer of any outstanding Warrant Certificate upon
records maintained by the Warrant Agent for such purpose upon
surrender of such Warrant Certificate to the Warrant Agent for
transfer, accompanied by appropriate instruments of transfer in form
satisfactory to the Company and the Warrant Agent and duly executed
by the Warrant Holder or a duly authorized attorney. Upon any such
registration of transfer, a new Warrant Certificate shall be issued
in the name of and to the transferee and the surrendered Warrant
Certificate shall be cancelled.
8. Exercise of Warrants.
a. Any one Warrant or any multiple of one Warrant
evidenced by any Warrant Certificate may be exercised upon any
single occasion on or after the Exercise Date, an on or before
the Expiration Date. A Warrant shall be exercised by the
Warrant Holder by surrendering to the Warrant Agent the Warrant
Certificate evidencing such Warrant with the exercise form on
the reverse of such Warrant Certificate duly completed and
executed and delivering to the Warrant Agent, by good check or
bank draft payable to the order of the Company, the Exercise
Price for each Share to be purchased.
b. Upon receipt of a Warrant Certificate with the
exercise from thereon fully executed together with payment in
full of the Exercise Price for the Shares for which Warrants are
then being exercised, the Warrant Agent shall requisition from
any transfer agent for the Shares, and upon receipt shall make
delivery of, certificates evidencing the total number of whole
Shares for which Warrants are then being exercised in such names
and denominations as are required for delivery to, or in
accordance with the instructions of, the Warrant Holder. Such
certificates for the Shares shall be deemed to be issued, and
the person which such Shares are issued of record shall be
deemed to have become a holder of record of such Shares, as of
the date of the surrender of such Warrant Certificate any
payment of the Exercise Price, which ever shall last occur,
provided that if the books of the Company with respect to the
Shares shall be deemed to be issued, and the person to whom such
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Shares are issued of record shall be deemed to have become a
record holder of such Shares, as of the date on which such books
shall next be open (whether before, on or after the Expiration
Date) but at the Exercise Price, whichever shall have last
occurred, to the Warrant Agent.
c. If less than all the Warrants evidenced by a
Warrant Certificate are exercised upon a single occasion, a new
Warrant Certificate for the balance of the Warrants not so
exercised shall be issued and delivered to, or in accordance
with, transfer instructions properly given by the Warrant Holder
until the Expiration Date.
d. All Warrant Certificates surrendered upon exercise
of the Warrants shall be cancelled.
e. Upon the exercise, or conversion of any warrant,
the Warrant Agent shall promptly deposit the payment into an
escrow account established by mutual agreement of the Company
and the Warrant Agent at a federally insured commercial bank.
All funds deposited in the escrow account will be disbursed on a
weekly basis to the issuer once they have been determined to be
collected, the Warrant Agent shall cause the shares
certificate(s) representing the exercised warrants to be issued.
f. Expenses incurred by Computershare Investor
Services, Inc. While acting in the capacity as Warrant Agent
will be paid by the Company. These expenses, including delivery
of exercised share certificate to the shareholder, will be
deducted from the exercise fee submitted prior to distribution
of funds to the Company. A detailed accounting statement
relating to the number of shares exercised, names of registered
warrant holder and the net amount of exercised, funds remitted
will be given to the Issuer with the payment of each exercise
amount.
g. At the time of exercise of the warrants(s), the
transfer fee is to be paid by the Company. In the event the
shareholders must pay the fee and fails to remit same, the fee
will be deducted from the proceeds prior to distribution to the
Company.
9. Taxes. The Company will pay all taxes attributable to
the initial issuance of Shares upon exercise of Warrants. The
Company shall not, however, be required to pay any tax which may be
payable in respect to any transfer involved in any issue of Warrant
Certificates or in the issue of any certificates of Shares in the
name other than that of the Warrant Holder upon the exercise of any
Warrants.
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10. Mutilated or Missing Warrant Certificates. If any
Warrant Certificate is mutilated, lost, stolen or destroyed, the
Company and the Warrant Agent may, on such terms as to indemnify or
otherwise as they may in their discretion impose (which shall, in the
case of a mutilated Warrant Certificate, include the surrender
thereof), and upon receipt of evidence satisfactory to the Company
and the Warrant Agent of such mutilation, loss, theft or destruction,
issue a substitute Warrant Certificate of like denomination or tenor
as the Warrant Certificate so mutilated, lost, stolen or destroyed.
Applicants for substitute Warrant Certificate shall comply with such
other reasonable regulations and pay any reasonable charges as the
Company or the Warrant Agent may prescribe.
11. Reservation of Shares. For the purpose of enabling
the Company to satisfy all obligation to issue Shares upon exercise
of Warrants, the Company will at all times reserve and keep available
free from preemptive rights, out of the aggregate of its authorized
but unissued shares, the full number of Shares which may be issued
upon the exercise of Warrants will upon issue be fully paid and
nonassessable by the Company and free from all taxes, liens, charges
and security interests with respect to the issue thereof.
12. Governmental Restrictions. If any Shares issuable
upon the exercise of Warrants require registration or approval of any
governmental authority, the Company will endeavor to secure such
registration or approval; provided that in no event shall such Shares
be issued, and the Company shall have the authority to suspend the
exercise of all Warrants, until such registration or approval shall
have been obtained; but all Warrants, the exercise of which is
requested during any such suspension, shall be exercisable at the
exercise Price. If any such period of suspension continues past the
Expiration Date, all Warrants, the exercise of which have been
requested on or prior to the Expiration Date, shall be exercisable
upon the removal of such suspension until the close of business on
the business day immediately following the expiration of such
suspension.
13. Subject and pursuant to the provisions of this Section 13,
the Warrant Price and the number of common shares subject to the
Warrant shall be subject to adjustment from time to time as set forth
hereinafter in this Section 13.
(a) 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 subject to the Warrant
Certificates 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 the Warrant Certificates immediately
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prior to such combination shall be proportionately decreased. Any
such adjustment to the Warrant Price pursuant to Section 13(e) shall
become effective at the close of business on the record date for such
subdivision or combination.
(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 a Holder of the
rights substantially proportionate to those enjoyed hereunder by such
Warrant 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 Warrant 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 13(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 Warrant Holder shall have the right thereafter (until
the expiration of the right of exercise of the 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 Warrant Holder of the number of Common Shares of the
Company obtainable upon the exercise of the Warrant immediately prior
to such event; and if any reclassification also results in a change
in Common Shares covered by Section 13(a) (i), then such adjustment
shall be made pursuant to both this Section 13(c) and Section 13(a)
(i). The provisions of this Section 13(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 subject
to the Warrants shall be required under this Section 13 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
issuable upon exercise of the Warrants, 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
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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 Warrants
shall be required by reason of the making of such record.
(e) Whenever the number of Common Shares purchasable upon
the exercise of the Warrants is adjusted, as provided in Section 13,
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 purchasable upon the exercise of the Warrant
immediately prior to such adjustment, and the denominator of which
shall be the number of Common Shares so purchasable immediately
thereafter.
(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 the Warrants in accordance with, and as required by, the
terms of this Section 13, or (ii) the simultaneous exercise of more
than 50% of the Warrants, the Company shall forthwith employ 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 13. The Company shall
mail forthwith to the Warrant Holders of the Warrants a copy of such
computation which shall be conclusive and shall be binding upon such
Warrant Holder unless contested by such Warrant 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 13(f)(1) hereof and if
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an adjustment to the Warrant Price is required under this Section 13,
the Company shall notify the registered Warrant Holders the Warrants
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
the Warrants 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 13(f),
shall not effect the legality or validity of the adjustment in the
Warrant Price or in the number, or kind, or class or shares or other
securities or property obtainable upon exercise of the Warrants or of
any transaction giving rise thereto.
(g) The Company shall not be required to issue fractional
Common Shares upon any exercise of the Warrants. As to any final
fraction of a Common Share which the Warrant Holders 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 Warrant Holders, by his
acceptance hereof, expressly waives any right to receive any
fractional shares of stock upon exercise of this Warrant.
(h) Irrespective of any adjustments pursuant to this
Section 13 in the Warrant Price or in the number, or kind, or class
of shares or other securities or other property obtainable upon
exercise of the Warrants, the Warrants may continue to express the
Warrant Price and the number of shares of Common Stock obtainable
upon exercise at the same price and number of shares as stated on the
Warrant Certificate.
14. Notice to Warrant Holders. Upon any adjustment as
described in Section 13, the Company within 20 days thereafter shall
(i) cause to be filed with the Warrant Agent a certificate signed by
a Company officer setting forth the details of such adjustment, the
method of calculation and the facts upon which such calculation is
based, which certificate shall be conclusive evidence of the
correctness of the matters set forth therein, and (ii) cause written
notice of such adjustments to be given to each Warrant Holder as of
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the record date applicable to such adjustment. Also, if the Company
proposes to enter into any reorganization, reclassification, sale of
substantially all of its assets, consolidation, merger, dissolution,
liquidation or winding up, the Company shall give notice of such fact
at least 20 days prior to such action to all Warrant Holders which
notice shall set forth such facts as indicated the effect of such
action (to the extent such effect may be known at the date of such
notice) on the Exercise Price and the kind and amount of the share or
other securities and property deliverable upon exercise of the
Warrants. Without limiting the obligation of the Company hereunder
to provide notice to each Warrant Holder, failure of the Company to
give notice shall not invalidate corporate action taken by the
Company.
15. No Fractional Warrants or Shares. The Company shall
not be required to issue fractions of Warrants upon the reissue of
Warrants, any adjustments as described in Section 13 or otherwise;
but the Company in lieu of issuing any such fractional interest,
shall round up or down to the nearest full Warrant. If the total
Warrants surrendered by exercise would result in the issuance of a
fractional shares, the Company shall not be required to issue a
fractional share but rather the aggregate number of shares issuable
will be rounded up or down to the nearest full share.
16. Rights of Warrant Holders. No Warrant Holder, as such,
shall have any rights of a shareholder of the Company, either at a
law or equity, and the rights of the Warrant Holders, as such, are
limited to those rights expressly provided in this Agreement or in
the Warrant Certificates. The Company and the Warrant Agent may
treat the registered Warrant Holder in respect of any Warrant
Certificates as the absolute owner thereof for all purposes
notwithstanding any notice to the contrary.
17. Warrant Agent. The Company hereby appoints the
Warrant Agent to act as the agent of the Company and the Warrant
Agent hereby accepts such appointment upon the following terms and
conditions by all of which the Company and every Warrant Holder, by
acceptance of his/her Warrants, shall be bound:
a. Statements contained in this Agreement and in the
Warrant Certificates shall be taken as statements of the
Company. The Warrant Agent assumes no responsibility for the
correctness of any of the same except such as describes the
Warrant Agent or for action taken or to be taken by the Warrant
Agent.
b. The Warrant Agent shall not be responsible for any
failure of the Company to comply with any of the Company's
covenants contained in this Agreement or in the Warrant
Certificates.
<PAGE> 122
c. The Warrant Agent may consult at any time with
counsel satisfactory to it (who may be counsel for the Company)
and the Warrant Agent shall incur no liability or responsibility
to the Company or to any Warrant Holder in respect of any action
taken, suffered, or omitted by it hereunder in good faith and in
accordance with the opinion or the advice of such counsel,
provided the Warrant Agent shall have exercised reasonable care
in the selection and continued employment of such counsel.
d. The Warrant Agent shall incur no liability or
responsibility to the Company or to any Warrant Holder for any
action taken in reliance upon any notice, resolution, wavier,
consent, order, certificate or other paper, document or
instrument believed by it to be genuine and to have been signed,
sent or presented by the proper party or parties.
e. The Company agrees to pay to the Warrant Agent
reasonable compensation for all services rendered by the Warrant
Agent in the execution of this Agreement, to reimburse the
Warrant Agent for all expenses, taxes and governmental charge
and all other charges of any kind in nature incurred by the
Warrant Agent in the execution of this Agreement and to
indemnify the Warrant Agent and save it harmless against any and
all liabilities, including judgments, costs and counsel fees,
for this Agreement except as a result of the Warrant Agents's
negligence or bad faith.
f. The Warrant Agent shall be under no obligation to
institute any action, suit or legal proceeding or to take any
other action likely to involve expense unless the Company or one
or more Warrant Holders shall furnish the Warrant Agent with
reasonable security and indemnity for any costs and expenses
which may be incurred in connection with such action, suite or
legal proceeding, but this provision shall not effect the power
of the Warrant Agent to take such action as the Warrant Agent
may consider proper, whether with or without any such security
or indemnity. All rights of action under this Agreement or
under any of the Warrants may be endorsed by the Warrant Agent
without the possession of any of the Warrant Certificates or the
production thereof at any trail or other proceeding relative
thereto, and any such action, suit or proceeding instituted by
the Warrant Agent shall be brought in its name as Warrant Agent,
and any recovery of judgment shall be for the ratable benefit of
the Warrant Holders as their respective rights or interest may
appear.
g. The Warrant Agent and any shareholder, director,
officer or employee of the Warrant Agent may buy, sell or deal
in any of the Warrants or other securities of the Company or
become pecuniarily interested in any transaction in which the
Company may be interested, or contact with or lend money to the
<PAGE> 123
Company or otherwise act as fully and freely as though it were
not Warrant Agent under this Agreement. Nothing herein shall
preclude the Warrant Agent from acting in any other capacity for
the Company or for any other legal entity.
18. Successor Warrant Agent. Any corporation into which
the Warrant Agent may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Warrant Agent shall be a
party, or any corporation succeeding to the corporate trust business
of the Warrant Agent, shall be the successor to the Warrant Agent
hereunder without the execution or filing of any paper or any further
act of a party or the parties hereto. In any such event or if the
name of the Warrant Agent is changed, the Warrant Agent or such
successor may adopt the countersignature of the original Warrant
Agent and may countersign such Warrant Certificates either in the
name of the predecessor Warrant Agent or in the name of the successor
Warrant Agent.
19. Change of Warrant Agent. The Warrant Agent may resign
or be discharged by the Company from its duties under this Agreement
by Warrant Agent or the Company, as the case may be, giving notice in
writing to the other, and by giving a date when such resignation or
discharge shall take effect, which notice shall be sent at least 30
days prior to the date so specified. If the Warrant Agent shall
resign, be discharged or shall otherwise become incapable of acting,
the Company shall appoint a successor to the Warrant Agent. If the
Company shall fail to make such appointment within a period of 30
days after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Warrant Agent or by any
Warrant Holder or after discharging the Warrant Agent, then any
Warrant Holder may apply to the District Court for Denver County,
Colorado, for the appointment of a successor to the Warrant Agent.
Pending appointment of a successor to the Warrant Agent, either by
the Company or by such Court, the duties of the Warrant Agent shall
be carried out by the Company. Any successor Warrant Agent, whether
appointed by the Company or by such Court, shall be a bank or a trust
company, in good standing, organized under the laws of the State of
Colorado or of the United States of America, having its principal
office in Denver, Colorado and having at the time of its appointment
as Warrant Agent, a combined capital and surplus of at least four
million dollars. After appoint, the successor Warrant Agent shall be
vested with the same powers, rights, duties and responsibilities as
if it had been originally named as Warrant Agent without further act
or deed and the former Warrant Agent shall deliver and transfer to
the successor Warrant Agent any property at the time held by it
thereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for effecting the delivery or
transfer. Failure to give any notice provided for in the section,
however, or any defect therein, shall not affect the legality or
validity of the resignation or removal of the Warrant Agent or the
appointment of the successor Warrant Agent, as the case may be.
<PAGE> 124
20. Notices. Any notice or demand authorized by this
Agreement to be given or made by the Warrant Agent or by any Warrant
Holder to or on the Company shall be sufficiently given or made if
sent by mail, first class, certified or registered, postage prepaid,
addressed (until another address is filed in writing by the Company
with the Warrant Agent), as follows:
Exhaust Technologies, Inc.
230 North Division
Spokane, Washington 99202
Any notice or demand authorized by this Agreement to be given or made
by any Warrant Holder or by the Company to or on the Warrant Agent
shall be sufficiently given or made if sent by mail, first class,
certified or registered, postage prepaid, addressed (until another
address is filed in writing by the Warrant Agent with the Company),
as follows:
COMPUTERSHARE INVESTOR SERVICES, INC.
12039 West Alameda Parkway, Suite Z-2
Lakewood, Colorado 80228
Any distribution, notice or demand required or authorized by this
Agreement to be given or made by the Company or the Warrant Agent to
or on the Warrant Holder shall be sufficiently given or made if sent
by mail, first class, certified or registered, postage prepaid,
addressed to the Warrant Holders at their last known addresses as
they shall appear on the registration books for the Warrant
Certificates maintained by the Warrant Agent.
21. Supplements and Amendments. The Company and the
Warrant Agent may from time to time supplement or amend this
Agreement without the approval of any Warrant Holders in order to
cure any ambiguity or to correct or supplement any provision
contained herein which may be defective or inconsistent with any
other provisions herein, or to make any other provisions in regard to
matters or questions arising hereunder with the Company and the
Warrant Agent may deem necessary or desirable.
22. Successors. All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Warrant Agent
shall bind and inure to the benefit of their respective successors
and assigns hereunder.
23. Termination. This Agreement shall terminate at the
close of business on the Expiration Date or such earlier date upon
which all Warrants have been exercised; provided, however, that if
exercise of the Warrants is suspended pursuant to Section 12 and such
suspension continues past the Expiration Date, this Agreement shall
terminate at the close of business on the business day immediately
following expiration of such suspension. The provisions of Section
shall survive such termination.
<PAGE> 125
24. Governing Law. This Agreement and each Warrant
Certificate issued hereunder shall be deemed to be a contract made
under the laws of the State of Colorado and for all purposes shall be
construed in accordance with the laws of said state.
25. Benefits of this Agreement. Nothing in this Agreement
shall be construed to give any person or corporation other than the
Company, the Warrant Agent and the Warrant Holder any legal or
equitable right, remedy or claim under this Agreement; but this
Agreement shall be for the sole and exclusive benefit of the Company,
the Warrant Agent and the Warrant Holders.
26. Counterparts. This Agreement may be executed in any
number of counterparts, each of such counterparts shall for all
purposes be deemed to be an original and all such counterparts shall
together constitute but one and the same instrument.
Dated this _____ day of __________, 2000.
EXHAUST TECHNOLOGIES, INC.
(a Washington corporation)
SEAL
ATTEST: BY: _____________________________
Title: ______________________
_________________________________
Secretary
COMPUTERSHARE INVESTOR SERVICES,
INC.
(a Colorado corporation)
SEAL
ATTEST: BY: _____________________________
Title: ______________________
_________________________________
Secretary
