Exhibit 4.1
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WARRANT TO PURCHASE
______________
SHARES OF COMMON STOCK
OF
N-VIRO INTERNATIONAL CORPORATION (THE "COMPANY")
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES
LAWS. THEY HAVE BEEN ACQUIRED SOLELY FOR
INVESTMENT AND NOT WITH A VIEW
TO, OR IN CONNECTION WITH, THE SALE
OR
DISTRIBUTION THEREOF. THEY MAY NOT
BE SOLD, OFFERED FOR SALE,
PLEDGED,
HYPOTHECATED OR OTHERWISE DISTRIBUTED
IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL,
SATISFACTORY IN
FORM AND SUBSTANCE TO THE COMPANY, THAT SUCH REGISTRATION IS
NOT REQUIRED UNDER
THE SECURITIES ACT OF 1993, AS AMENDED, OR ANY APPLICABLE STATE
SECURITIES LAWS.
ISSUANCE NO.
_______________
[DATE]
THIS
CERTIFIES THAT, for valuable
consideration received,
_________________(the "Holder"), or its
successors or assigns, is entitled to
purchase ____________________________ (_________) fully
paid and nonassessable
shares of common stock, with par value of $.01
per share, of the Company (the
"Stock") at a purchase price of One and 85/100 Dollars
($1.85) per share. The
number of shares of Stock to be received upon exercise
of this Warrant and the
price to be paid per share
of Stock may be adjusted, from time to time as
hereinafter set forth. The shares of Stock
deliverable upon such exercise, as
adjusted from time to time, are hereinafter
sometimes referred to as "Warrant
Shares" and the exercise price for a share of Stock in effect at
any time and as
adjusted from time to time is hereinafter sometimes referred
to as the "Warrant
Price". The terms and provisions of Stock as of
the date hereof are set forth
in the Certificate of Incorporation
of the Company.
1. ANTIDILUTION PROVISIONS.
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(a)
Adjustment of Number of Shares. This Warrant, the
Warrant Price
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and the number of Warrant Shares are subject to
adjustment under the following
provisions:
(i) Dividends,
Reclassification, etc.. In case,
prior to the
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expiration of this Warrant by exercise or by its terms, the Company
shall at any
time issue Stock as a stock dividend
or other distribution or subdivide the
number of outstanding shares of Stock into a greater number
of shares, then, in
either of such cases, the
Warrant Price of the Warrant Shares purchasable
pursuant to this Warrant in
effect at the time of such action
shall be
proportionately reduced and the
number of Warrant Shares at
that time
purchasable pursuant to this Warrant shall
be proportionately increased; and
conversely, in the event the Company shall
contract the number of outstanding
shares of Stock by combining such shares into a smaller
number of shares, then,
in such case, the Warrant Price of the Warrant
Shares purchasable pursuant to
this Warrant in effect at the
time of such action shall be proportionately
increased and the number of Warrant Shares at that time
purchasable pursuant to
this Warrant shall be proportionately decreased.
If the Company shall, at any
time during the life of this Warrant, declare a dividend
payable in cash on its
Stock and shall at substantially the same time offer to the holders
of its Stock
the right to purchase new Stock from the
proceeds of such dividend or for an
amount substantially equal to the dividend, all shares of Stock so
issued shall,
for the purpose of this Warrant
be deemed to have been issued as a stock
dividend. Any dividend paid or
distributed upon the Stock in shares of any
other class of securities convertible into Stock shall be
treated as a dividend
paid in Stock to the extent that Stock is issuable upon the
conversion thereof.
(ii) No Adjustment for
Small Amounts. The Company shall not be
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required to give effect to any adjustment in the Warrant
Price unless and until
the net effect of one or more adjustments, determined
as provided above, shall
have required a change of the Warrant Price by at least
thirteen cents ($.12),
but when the cumulative net effect of more
than one adjustment so determined
shall be to change the actual Warrant Price
by at least twenty cents ($.12),
such change in the Warrant
Price shall thereupon be given
effect.
(b) Stock
Defined. Whenever reference is made in this Section 1 to
the
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issue or sale of shares of Stock, the term "Stock"
shall mean the Stock of the
Company of the class authorized as of the
date hereof and any other class of
stock ranking on a parity with
such Stock. However, shares issuable upon
exercise of this Warrant shall include only
shares of the class designated as
Stock of the Company as of
the date hereof.
(c)
Determination of Adjusted Purchase Price. Upon
the occurrence of
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each event requiring an adjustment of the
Warrant Price and of the number of
Warrant Shares purchasable pursuant to this Warrant in
accordance with, and as
required by, the terms of this Warrant, 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
shares purchasable at such adjusted Warrant
Price by reason of such event in
accordance with the provisions hereof. The Company
shall mail forthwith to the
holder of this Warrant a copy
of such computation.
2. LIMITATIONS ON
EXERCISE RIGHT.
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This Warrant
is exercisable only from the date of issuance through and
including the expiration date of
MARCH 1, 2010.
3. EXERCISE OF WARRANT.
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The terms
and conditions upon which this Warrant may be exercised, and
the Stock covered hereby may be
purchased, are as follows:
(a) Method of Exercise. At any time
after 12:01 a.m. Toledo, Ohio
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time on the date hereof and prior to 5:00 p.m.,
Toledo, Ohio time on March 1,
2010, the Holder may exercise in whole or in part this
Warrant. Such exercise
shall be effected by:
(i)
the surrender of this Warrant,
together with a duly
executed copy of the Notice of Exercise attached hereto, to the
Secretary or any
Assistant Secretary of the Company
at its principal offices.
(ii) the payment to the
Company, by certified or cashier's
check or bank draft payable to its order, of an
amount equal to the aggregate
Warrant Price for the number of Warrant
Shares for which the purchase rights
hereunder are being exercised.
(b) Issuance of Shares. The
Company shall cause, at its expense,
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the issuance within five (5) business days of the date of exercise
hereof to the
Holder of such number of Warrant Shares as
subscribed for by the Holder. All
such Warrant Shares shall be unregistered, restricted
securities. In the event
that, pursuant to subparagraph 3(a), there is a partial exercise of
a Warrant, a
Warrant for the unexercised portion
shall be issued to the Holder.
(c)
Conditions Precedent to Obligations
of the Company. The
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obligation of the Company under this
Warrant to sell and deliver the Warrant
Shares, is at its option, subject to (i) receiving an
opinion
