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Document Preview Public Warrant Agreement |
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Title: |
Public Warrant Agreement |
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Entities: |
Flight Safety Technologies Inc.; Blank Rome LLP; Pacific Stock Transfer Company; The Shemano Group, Inc. |
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Date: |
2004 |
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Size: |
Preview shows 8KB of 55KB total |
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Price: |
$39 |
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ID: |
#185048 |
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FLIGHT SAFETY TECHNOLOGIES, INC.,
a Nevada corporation,
and
PACIFIC STOCK TRANSFER COMPANY,
as Warrant Agent,
and
THE SHEMANO GROUP, INC.,
as Underwriter
PUBLIC WARRANT AGREEMENT
TABLE OF CONTENTS
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Page | |
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Section 1. Appointment of Warrant Agent |
1 |
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Section 2. Form of Warrant |
2 |
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Section 3. Countersignature and Registration |
3 |
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Section 4. Transfers and Exchanges |
3 |
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Section 5. Exercise of Warrants; Payment of Warrant Solicitation Fee |
4 |
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Section 6. Payment of Taxes |
7 |
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Section 7. Mutilated or Missing Warrants |
8 |
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Section 8. Reservation of Common Stock |
8 |
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Section 9. Warrant Price; Adjustments |
10 |
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Section 10. Elimination of Fractional Interests |
16 |
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Section 11. Notices to Warrantholders |
16 |
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Section 12. Disposition of Proceeds on Exercise of Warrants |
18 |
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Section 13. Redemption of Warrants |
19 |
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Section 14. Merger or Consolidation or Change of Name of Warrant Agent |
19 |
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Section 15. Duties of Warrant Agent |
20 |
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Section 16. Change of Warrant Agent |
23 |
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Section 17. Identity of Transfer Agent |
24 |
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Section 18. Notices |
24 |
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Section 19. Supplements and Amendments |
26 |
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Section 20. Governing Law |
26 |
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Section 21. Benefits of this Agreement |
27 |
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Section 22. Successors |
27 |
WARRANT AGENT AGREEMENT dated as of February __, 2004, by and among Flight Safety Technologies, Inc., a Nevada corporation (the "Company"), The Shemano Group, Inc. (the "Underwriter"), and Pacific Stock Transfer Company, as warrant agent (hereinafter called the "Warrant Agent").
WHEREAS, the Company proposes to issue and sell to the public up to 1,350,000 units (the "Units"), each Unit consisting of two shares of the common stock of the Company, par value $.001 per share (hereinafter, together with the stock of any other class to which such shares may hereafter have been changed, called "Common Stock"), and one Common Stock purchase warrant (the "Warrants");
WHEREAS, each Warrant will entitle the holder to purchase one share of Common Stock;
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange and exercise of the Warrants;
NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto agree as follows:
Section 1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as Warrant Agent for the Company in accordance with the instructions hereinafter set forth in this Agreement, and the Warrant Agent hereby accepts such appointment.
Section 2. Form of Warrant. The text of the Warrants and of the form of election to purchase Common Stock to be printed on the reverse thereof shall be substantially as set forth in Exhibit A attached hereto. Each Warrant shall entitle the registered holder thereof to purchase one share of Common Stock at a purchase price of Three Dollars and Thirty Cents ($3.30), at any time commencing on the Separation Date (as hereinafter defined) until 5:00 p.m. Eastern time, on January 29, 2009 (the "Warrant Exercise Period"). The securities comprising the Units will become detachable and separately transferable commencing February 28, 2004 or such earlier date as to which the Underwriter consents (the "Separation Date"). The warrant price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to adjustment upon the occurrence of certain events, all as hereinafter provided. The Warrants shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer, President or Vice President of the Company, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company.
Warrants shall be dated as of the issuance by the Warrant Agent either upon initial issuance or upon transfer or exchange.
In the event the aforesaid expiration dates of the Warrants fall on a Saturday or Sunday, or on a legal holiday on which the New York Stock Exchange is closed, then the Warrants shall expire at 5:00 p.m. Eastern time on the next succeeding business day.
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