EXHIBIT 10.2
WARRANT AGREEMENT
THIS WARRANT AND THE SHARES OF COMMON STOCK WHICH MAY BE ISSUED
UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAW OF ANY
STATE, AND MAY NOT BE OFFERED OR SOLD IN CONTRAVENTION OF THE ACT,
OR APPLICABLE STATE LAWS OR THE RESTRICTIONS CONTAINED IN THIS
WARRANT AGREEMENT.
TOR Minerals International, Inc., a Delaware corporation (the
"Company"), sold _______ (__) investment units ("Units") in a
private placement offering ("Offering") to ____________ (who with
his permitted assigns, heirs, executors or administrators shall be
referred to as "Holder"). The Company and Holder may
hereinafter be referred to individually as a "Party" or
collectively as the "Parties".
1. Number of
Warrant(s); Right of Each Warrant . As each Unit sold in
the Offering contained one warrant ("Warrant"), the Company hereby
grants, pursuant to this Warrant Agreement ("Agreement"), to Holder
______________ (__) Warrant(s). As each such Warrant entitles
the Holder to purchase 25,000 shares (each individual share, a
"Share") of the Company's common stock, par value $0.25 ("Common
Stock"), the Company hereby grants, pursuant to this Agreement, to
Holder the right to purchase an aggregate of _____________ (_____)
Shares, subject to the terms and condition set forth herein.
2. Exercise
Price . The exercise price for each Share
underlying this Warrant shall equal $2.00 ("Exercise Price").
Since _______________ (__) Warrants are hereby granted, each of
which entitles Holder to purchase 25,000 Shares, Holder is entitled
to purchase an aggregate of _______________ (__) Shares, at the
aggregate Exercise Price of __________ dollars ($______).
3. Exercise
Period . The Warrant may be exercised during the period
("Exercise Period") commencing upon the date of this Agreement and
ending on the earlier of (i) three years from the date of this
Agreement, or (ii) the date the Warrant is redeemed by the Company
pursuant to the terms of Section 9 herein.
4. Method of
Exercise . The Warrant shall be exercised in whole at any
time, or in part from time to time, by delivery of the Exercise
Form attached hereto duly executed and directed to the Company at
its principal place of business accompanied by certified funds
payable to the Company in the amount of the appropriate Exercise
Price. Upon receipt of these required documents and the
Exercise Price, the Company shall make prompt delivery of a
certificate evidencing the number of whole shares to which the
Holder may be entitled, and pay to the Holder cash in an amount
equal to the fair value of any fractional share. In case of the
purchase of less than all the Shares purchasable under the Warrant,
the Company shall cancel this Agreement upon surrender hereof and
shall execute and deliver a new warrant agreement of like tenor and
date for the balance of the Shares purchasable hereunder. The
Company agrees at all times to reserve or hold available a
sufficient number of Shares to cover the number of shares issuable
upon the exercise of this and all other Warrant of like tenor then
outstanding.
5. Rights as
Stockholder . The Holder shall have no rights as a stockholder
of the Company with respect to any Shares subject to the Warrant
prior to the exercise of any Warrant, and then only with respect to
those Shares actually acquired upon such due and proper
exercise.
6. Adjustment of
Number of Shares and Class of Capital Stock Purchasable .
The number of Shares purchasable upon the exercise of the Warrant
shall be subject to adjustment from time to time, as provided in
this Section.
(a) Adjustment for Change in
Capital Stock. If the Company effects any of the
following, then the number and classes of shares purchasable upon
exercise of the Warrant shall be adjusted so that the Holder may
receive the number and classes of shares of capital stock of the
Company which Holder would have owned immediately following such
action if Holder had exercised the Warrant immediately prior to
such action:
(i)
subdivides its outstanding shares of Common Stock into a greater
number of shares;
(ii)
combines its outstanding shares of Common Stock into a smaller
number of shares; or
(iii) issues
by reclassification of its shares of Common Stock any shares of its
capital stock.
(b) Consolidation, Merger or
Sale of the Company. If the Company is a party to a
consolidation, merger or transfer of assets, which reclassifies or
changes its outstanding Common Stock, the successor corporation (or
corporation controlling the successor corporation of the Company,
as the case may be) shall assume the Company's obligations as set
forth herein. Upon consummation of such transaction, the
Warrants shall automatically become exercisable for the kind and
amount of securities and/or cash which the Holder of the Warrants
would have owned immediately after the consolidation, merger or
transfer if the Holder had exercised each and every Warrant
immediately before the effective date of such transaction. As
a condition to the consummation of such transaction, the Company
shall arrange for the person or entity obligated to issue
securities upon exercise of the Warrants to, concurrently with the
consummation of such transaction, assume the Company's
