Blueprint





 










 Exhibit
4.20



 



WARRANT AGENT AGREEMENT


 



WARRANT AGENT AGREEMENT (this “Warrant
Agreement”) dated as of
_________, 2016 (the “Issuance
Date”) between Meridian
Waste Solutions, Inc., a company incorporated under the laws of the
State of New York (the “Company”),
and Issuer Direct Corporation (the “Warrant
Agent”).


 



WHEREAS, pursuant to the terms of that certain Underwriting
Agreement (“Underwriting
Agreement”), dated
_________, 2016, by and among the Company and Joseph Gunnar &
Co., LLC, as representative of the underwriters set forth therein,
the Company is engaged in a public offering (the
“Offering”)
of up to _________ shares (the “Shares”)
of common stock, par value $0.025 per share (the
“Common
Stock”) of the Company
and up to _________ Warrants (the “Warrants”)
to purchase shares of Common Stock (the “Warrant
Shares”), including
Shares and Warrants issuable pursuant to the underwriters’
over-allotment option;


  



WHEREAS, the Company has filed with the Securities and Exchange
Commission (the “Commission”)
a Registration Statement, No. 333-213579, on Form S-1 (as the same
may be amended from time to time, the “Registration
Statement”), for the
registration under the Securities Act of 1933, as amended (the
“Securities
Act”), of the Shares,
Warrants and Warrant Shares, and such Registration Statement was
declared effective on _______, 2016;


 



WHEREAS, the Company desires the Warrant Agent to act on behalf of
the Company, and the Warrant Agent is willing to so act, in
accordance with the terms set forth in this Warrant Agreement in
connection with the issuance, registration, transfer, exchange and
exercise of the Warrants;


 



WHEREAS, the Company desires to provide for the provisions of the
Warrants, the terms upon which they shall be issued and exercised,
and the respective rights, limitation of rights, and immunities of
the Company, the Warrant Agent, and the holders of the Warrants;
and


 



WHEREAS, all acts and things have been done and performed which are
necessary to make the Warrants the valid, binding and legal
obligations of the Company, and to authorize the execution and
delivery of this Warrant Agreement.


 



NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the parties hereto agree as follows:


 



1. Appointment of Warrant
Agent. The Company hereby
appoints the Warrant Agent to act as agent for the Company with
respect to the Warrants, and the Warrant Agent hereby accepts such
appointment and agrees to perform the same in accordance with the
express terms and conditions set forth in this Warrant Agreement
(and no implied terms or conditions).


 



2. Warrants.


 



2.1 Form of
Warrants. The Warrants shall be
registered securities and may be initially evidenced by a global
certificate (“Global
Certificate”) in the form
of Annex
A to this Warrant
Agreement, which shall be deposited on behalf of the Company with a
custodian for The Depository Trust Company
(“DTC”) and registered in the name of Cede &
Co., a nominee of DTC. If DTC subsequently ceases to make its
book-entry settlement system available for the Warrants, the
Company may instruct the Warrant Agent regarding making other
arrangements for book-entry settlement. In the event that the
Warrants are not eligible for, or it is no longer necessary to have
the Warrants available in, book-entry form, the Company may
instruct the Warrant Agent to provide written instructions to DTC
to deliver to the Warrant Agent for cancellation the Global
Certificate, and the Company shall instruct the Warrant Agent to
deliver to DTC separate certificates evidencing Warrants
(“Definitive
Certificates” and,
together with the Global Certificate, “Warrant
Certificates”) registered
as requested through the DTC system.


 



 

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2.2. Issuance and
Registration of Warrants.


 



2.2.1. Warrant
Register. The Warrant Agent
shall maintain books (“Warrant
Register”) for the
registration of original issuance and the registration of transfer
of the Warrants.


 



2.2.2. Issuance of
Warrants. Upon the initial
issuance of the Warrants, the Warrant Agent may issue the Global
Certificate or deliver the Warrants in the DTC book-entry
settlement system in accordance with written instructions delivered
to the Warrant Agent by the Company. Ownership of security
entitlements in the Warrants shall be shown on, and the transfer of
such ownership shall be effected through, records maintained (i) by
DTC and (ii) by institutions that have accounts with DTC (each, a
“Participant”).


 



2.2.3. Beneficial Owner;
Holder. Prior to due
presentment for registration of transfer of any Warrant, the
Company and the Warrant Agent may deem and treat the person in
whose name that Warrant shall be registered on the Warrant Register
(the “Holder”)
as the absolute owner of such Warrant for purposes of any exercise
thereof, and for all other purposes, and neither the Company nor
the Warrant Agent shall be affected by any notice to the contrary.
Notwithstanding the foregoing, nothing herein shall prevent the
Company, the Warrant Agent or any agent of the Company or the
Warrant Agent from giving effect to any written certification,
proxy or other authorization furnished by DTC governing the
exercise of the rights of a holder of a beneficial interest in any
Warrant. The rights of beneficial owners in a Warrant evidenced by
the Global Certificate shall be exercised by the Holder or a
Participant through the DTC system, except to the extent set forth
herein or in the Global Certificate.


 



2.2.4. Execution.
The Warrant Certificates shall be executed on behalf of the Company
by any authorized officer of the Company (an
“Authorized
Officer”), which need not
be the same authorized signatory for all of the Warrant
Certificates, either manually or by facsimile signature. The
Warrant Certificates shall be countersigned by an authorized
signatory of the Warrant Agent, which need not be the same
signatory for all of the Warrant Certificates, and no Warrant
Certificate shall be valid for any purpose unless so countersigned.
In case any Authorized Officer of the Company that signed any of
the Warrant Certificates ceases to be an Authorized Officer of the
Company before countersignature by the Warrant Agent and issuance
and delivery by the Company, such Warrant Certificates,
nevertheless, may be countersigned by the Warrant Agent, issued and
delivered with the same force and effect as though the person who
signed such Warrant Certificates had not ceased to be such officer
of the Company; and any Warrant Certificate may be signed on behalf
of the Company by any person who, at the actual date of the
execution of such Warrant Certificate, shall be an Authorized
Officer of the Company authorized to sign such Warrant Certificate,
although at the date of the execution of this Warrant Agreement any
such person was not such an Authorized Officer.


 



2.2.5. Registration of
Transfer. At any time at or
prior to the Expiration Date (as defined below), a transfer of any
Warrants may be registered and any Warrant Certificate or Warrant
Certificates may be split up, combined or exchanged for another
Warrant Certificate or Warrant Certificates evidencing the same
number of Warrants as the Warrant Certificate or Warrant
Certificates surrendered. Any Holder desiring to register the
transfer of Warrants or to split up, combine or exchange any
Warrant Certificate shall make such request in writing delivered to
the Warrant Agent, and shall surrender to the Warrant Agent the
Warrant Certificate or Warrant Certificates evidencing the Warrants
the transfer of which is to be registered or that is or are to be
split up, combined or exchanged and, in the case of registration of
transfer, shall provide a signature guarantee. Thereupon, the
Warrant Agent shall countersign and deliver to the person entitled
thereto a Warrant Certificate or Warrant Certificates, as the case
may be, as so requested. The Company and the Warrant Agent may
require payment, by the Holder requesting a registration of
transfer of Warrants or a split-up, combination or exchange of a
Warrant Certificate (but, for purposes of clarity, not upon the
exercise of the Warrants and issuance of Warrant Shares to the
Holder), of a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with such registration of
transfer, split-up, combination or exchange, together with
reimbursement to the Company and the Warrant Agent of all
reasonable expenses incidental thereto.



 



 

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2.2.6. Loss, Theft and
Mutilation of Warrant Certificates. Upon receipt by the Company and the Warrant
Agent of evidence reasonably satisfactory to them of the loss,
theft, destruction or mutilation of a Warrant Certificate, and, in
case of loss, theft or destruction, of indemnity or security in
customary form and amount, and reimbursement to the Company and the
Warrant Agent of all reasonable expenses incidental thereto, and
upon surrender to the Warrant Agent and cancellation of the Warrant
Certificate if mutilated, the Warrant Agent shall, on behalf of the
Company, countersign and deliver a new Warrant Certificate of like
tenor to the Holder in lieu of the Warrant Certificate so lost,
stolen, destroyed or mutilated. The Warrant Agent may charge the
Holder an administrative fee for processing the replacement of lost
Warrant Certificates, which shall be charged only once in instances
where a single surety bond obtained covers multiple certificates.
The Warrant Agent may receive compensation from the surety
companies or surety agents for administrative services provided to
them.



  



2.2.7. Proxies.
The Holder of a Warrant may grant proxies or otherwise authorize
any person, including the Participants and beneficial holders that
may own interests through the Participants, to take any action that
a Holder is entitled to take under this Agreement or the
Warrants; provided, however,
that at all times that Warrants are evidenced by a Global
Certificate, exercise of those Warrants shall be effected on their
behalf by Participants through DTC in accordance the procedures
administered by DTC.


 



3. Terms and Exercise of
Warrants.


 



3.1. Exercise
Price. Each Warrant shall
entitle the Holder, subject to the provisions of the applicable
Warrant Certificate and of this Warrant Agreement, to purchase from
the Company the number of shares of Common Stock stated therein, at
the price of $____ per whole share, subject to the subsequent
adjustments provided in Section 4 hereof. The term
“Exercise
Price” as used in this
Warrant Agreement refers to the price per share at which shares of
Common Stock may be purchased at the time a Warrant is
exercised.


 



3.2. Duration of
Warrants. Warrants may be
exercised only during the period (“Exercise
Period”) commencing on
the Issuance Date and terminating at 5:00 P.M., New York City time
(the “close of
business”) on ______,
2021 (“Expiration
Date”). Each Warrant not
exercised on or before the Expiration Date shall become void, and
all rights thereunder and all rights in respect thereof under this
Warrant Agreement shall cease at the close of business on the
Expiration Date.


 



3.3. Exercise of
Warrants.


 



3.3.1. Exercise and
Payment.



 


(a) Subject to the provisions of this Warrant
Agreement, a Holder (or a Participant acting on behalf of a Holder
in accordance with DTC procedures) may exercise Warrants by
delivering to the Warrant Agent, (i) not later than 5:00 P.M., New
York City time, on any business day during the Exercise
Period 
(such date, the
“Date of Exercise”), an
election to purchase the Warrant Shares underlying the Warrants to
be exercised (A) in the form included in Annex B to this Warrant
Agreement or (B) via an electronic warrant exercise through the DTC
system (each, an “Election to Purchase”)
(ii) within one (1)
business day the Date of Exercise,
Warrants to be exercised by (A)
surrender of the Warrant Certificate evidencing the Warrants to the
Warrant Agent at its office designated for such purpose or (B)
delivery of the Warrants to an account of the Warrant Agent at DTC
designated for such purpose in writing by the Warrant Agent to DTC
from time to time, and (iii)
within one (1) business day of the Date of Exercise, the Deposit
Amount for each Warrant to be exercised (and, if applicable, any taxes or charges due in
connection with the exercise of such Warrants), in lawful
money of the United States of America
by (A) certified or official bank check payable to
___________[Company or Issuer Direct] (B) bank wire transfer in
immediately available funds to:


 [Company
or Issuer Direct]


___________________


___________________


___________________


___________________


 



 

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(b) Any person
so designated by the Holder to receive Warrant Shares shall be
deemed to have become holder of record of such Warrant Shares as of
the time that the Holder shall have delivered to the Warrant Agent
(or instructed its a
Participant acting on behalf of a Holder in accordance with DTC procedures) an
appropriately completed and duly signed form of Election to
Purchase; provided that the Holder delivers the Deposit Amount by
the date that is one (1) Trading Day after the Date of Exercise. If
the Holder delivers a Form of Election to Purchase but fails,
within one Trading Day after the Date of Exercise, to deliver the
Aggregate Exercise Price, then the Holder shall only be deemed to
be the holder of record of the Warrant Shares upon delivery of the
Aggregate Exercise Price, so long as such Aggregate Exercise Price
is delivered within three (3) Trading Days of the Date of
Exercise. If the Warrants are
received or deemed to be received after the Expiration Date, the
exercise thereof will be null and void and any funds delivered to
the Company will be returned to the Holder or Participant, as the
case may be, as soon as practicable. In no event will interest
accrue on any funds deposited with the Company in respect of an
exercise or attempted exercise of Warrants.


 


(c) [RESERVED].


 


(d)
If less than all the Warrants evidenced by a surrendered Warrant
Certificate are exercised, the Warrant Agent shall split up the
surrendered Warrant Certificate and return to the Holder a Warrant
Certificate evidencing the Warrants that were not
exercised.


 



3.3.2. Issuance of Warrant
Shares. (a) The Warrant Agent
shall, by 11:00 a.m., New York City time, on the Trading Day
following the Date of Exercise of any Warrant, advise the Company,
the transfer agent and registrar for the Company’s Common
Stock, in respect of (i) the number of Warrant Shares indicated on
the Election to Purchase as issuable upon such exercise with
respect to such exercised Warrants, (ii) the instructions of the
Holder or Participant, as the case may be, provided to the Warrant
Agent with respect to the delivery of the Warrant Shares and the
number of Warrants that remain outstanding after such exercise and
(iii) such other information as the Company or such transfer agent
and registrar shall reasonably request.


 



(b) The Company shall, by no later than 5:00 P.M., New York City
time, on the third Trading Day following the Date of Exercise of
any Warrant and the clearance of the funds in payment of the
Exercise Price (such date and time, the “Delivery
Time”), cause its
registrar to electronically transmit the Warrant Shares
issuable upon that exercise to DTC by crediting the account of DTC
or of the Participant, as the case may be, through its Deposit
Withdrawal Agent Commission system.


 



3.3.3. Valid
Issuance. All Warrant Shares
issued by the Company upon the proper exercise of a Warrant in
conformity with this Warrant Agreement shall be validly issued,
fully paid and non-assessable.


 



3.3.4. No Fractional
Exercise. No fractional Warrant
Shares will be issued upon the exercise of the Warrant. If, by
reason of any adjustment made pursuant to Section 4, a Holder would
be entitled, upon the exercise of such Warrant, to receive a
fractional interest in a share, the Company shall, upon such
exercise, round up or down, as applicable, to the nearest whole
number the number of Warrant Shares to be issued to such
Holder.


 



3.3.5 No Transfer
Taxes. The Company shall not be
required to pay any stamp or other tax or governmental charge
required to be paid in connection with any transfer involved in the
issue of the Warrant Shares upon the exercise of Warrants; and in
the event that any such transfer is involved, the Company shall not
be required to issue or deliver any Warrant Shares until such tax
or other charge shall have been paid or it has been established to
the Company’s satisfaction that no such tax or other charge
is due.


 



3.3.6 Date of
Issuance. The Company will
treat an exercising Holder as a beneficial owner of the Warrant
Shares as of the Date of Exercise, except that, if the Date of
Exercise is a date when the stock transfer books of the Company are
closed, such person shall be deemed to have become the holder of
such shares at the open of business on the next succeeding date on
which the stock transfer books are open.


 



 

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3.3.7 Restrictive Legend
Events; Cashless Exercise Under Certain
Circumstances.


 



(i) The Company shall use it reasonable best efforts to maintain
the effectiveness of the Registration Statement and the current
status of the prospectus included therein or to file and maintain
the effectiveness of another registration statement and another
current prospectus covering the Warrants and the Warrant Shares at
any time that the Warrants are exercisable. The Company shall
provide to the Warrant Agent and each Holder prompt written notice
of any time that the Company is unable to deliver the Warrant
Shares via DTC transfer or otherwise without restrictive legend
because (A) the Commission has issued a stop order with respect to
the Registration Statement, (B) the Commission otherwise has
suspended or withdrawn the effectiveness of the Registration
Statement, either temporarily or permanently, (C) the Company has
suspended or withdrawn the effectiveness of the Registration
Statement, either temporarily or permanently, (D) the prospectus
contained in the Registration Statement is not available for the
issuance of the Warrant Shares to the Holder or (E) otherwise (each
a “Restrictive Legend
Event”). To the extent
that the Warrants cannot be exercised as a result of a Restrictive
Legend Event or a Restrictive Legend Event occurs after a Holder
has exercised Warrants in accordance with the terms of the Warrants
but prior to the delivery of the Warrant Shares, the Company shall,
at the election of the Holder, which shall be given within five (5)
days of receipt of such notice of the Restrictive Legend Event,
either (A) rescind the previously submitted Election to Purchase
and the Company shall return all consideration paid by registered
holder for such shares upon such rescission or (B) treat the
attempted exercise as a cashless exercise as described in paragraph
(ii) below and refund the cash portion of the exercise price to the
Holder.


 



(ii) If a Restrictive Legend Event has occurred, the Warrant shall
only be exercisable on a cashless basis. Notwithstanding anything
herein to the contrary, the Company shall not be required to make
any cash payments or net cash settlement to the Holder in lieu of
delivery of the Warrant Shares. Upon a “cashless
exercise”, the Holder shall be entitled to receive the number
of Warrant Shares equal to the quotient obtained by dividing (A-B)
(X) by (A), where:


 



(A)

= the last VWAP
immediately preceding the Date of
Exercise giving rise to the applicable “cashless
exercise”, as set forth in the applicable Election to
Purchase (to clarify, the “last VWAP” will be the last
VWAP as calculated over an entire Trading Day such that, in the
event that this Warrant is exercised at a time that the Trading
Market is open, the prior Trading Day’s VWAP shall be used in
this calculation






 



(B)

= the Exercise
Price of the Warrant, as adjusted as set forth herein;
and





 



(X)

= the number of
Warrant Shares that would be issuable upon exercise of the
Warrant in accordance with
the terms of the Warrant if such exercise were by means of a
cash exercise rather
than a cashless exercise.






 



If the Warrant Shares are issued in such a cashless exercise, the
Company acknowledges and agrees that, in accordance with Section
3(a)(9) of the Securities Act, the Warrant Shares shall take on the
registered characteristics of the Warrants being exercised and the
Company agrees not to take any position contrary thereto. Upon
receipt of an Election to Purchase for a cashless exercise, the
Warrant Agent will promptly deliver a copy of the Election to
Purchase to the Company to confirm the number of Warrant Shares
issuable in connection with the cashless exercise. The Company
shall calculate and transmit to the Warrant Agent in a written
notice, and the Warrant Agent shall have no duty, responsibility or
obligation under this section to calculate, the number of Warrant
Shares issuable in connection with any cashless exercise. The
Warrant Agent shall be entitled to rely conclusively on any such
written notice provided by the Company, and the Warrant Agent shall
not be liable for any action taken, suffered or omitted to be taken
by it in accordance with such written instructions or pursuant to
this Warrant Agreement.


  



3.3.8 Disputes.
In the case of a dispute as to the determination of the Exercise
Price or the arithmetic calculation of the number of Warrant Shares
issuable in connection with any exercise, the Company shall
promptly deliver to the Holder the number of Warrant Shares that
are not disputed.



 



3.3.9 Compensation for
Buy-In on Failure to Timely Deliver Warrant Shares Upon
Exercise. In addition to any
other rights available to the Holder, if the Company fails to cause
the Warrant Agent to deliver the Warrant Shares to the Holder
pursuant to Section 3.3.2 on or before 5:00 p.m. (New York City
time) on or before the Delivery Time, and if after such date the
beneficial owner is required by its broker to purchase (in an open
market transaction or otherwise) or the beneficial owner’s
brokerage firm otherwise purchases, Warrant Shares to deliver in
satisfaction of a sale by the beneficial owner of the Warrant
Shares, which the beneficial owner anticipated receiving upon such
exercise (a “Buy-In”), then the Company shall (A) pay
in cash to the Holder the amount, if any, by which (x) the
beneficial owner’s total purchase price (including brokerage
commissions, if any) for the Warrant Shares so purchased exceeds
(y) the amount obtained by multiplying (1) the number of Warrant
Shares that the Company was required to deliver to the Holder in
connection with the exercise at issue times (2) the price at which
the sell order giving rise to such purchase obligation was
executed, and (B) at the option of the Holder, either reinstate the
portion of the Warrant and equivalent number of Warrant Shares, for
which such exercise was not honored (in which case such exercise
shall be deemed rescinded) or deliver to the Holder the number of
Warrant Shares, that would have been issued had the Company timely
complied with its delivery obligations. For example, if the
beneficial owner purchases Common Stock having a total purchase
price of $11,000 to cover a Buy-In with respect to an attempted
exercise of Warrant Shares with an aggregate sale price giving rise
to such purchase obligation of $10,000, under clause (A) of the
immediately preceding sentence, the Company shall be required to
pay the Holder $1,000 for the benefit of the beneficial owner. The
Holder shall provide the Company written notice indicating the
amounts payable to the Holder in respect of the Buy-In and, upon
request of the Company, evidence of the amount of such loss.
Nothing herein shall limit right of a Holder to pursue any other
remedies available to it hereunder, at law or in equity including,
without limitation, a decree of specific performance and/or
injunctive relief with respect to the Company’s failure to
timely deliver Warrant Shares upon exercise of Warrants as required
pursuant to the terms of this Warrant
Agreement.



  



 

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3.3.10 Beneficial Ownership
Limitation. A Holder shall not
have the right to exercise any Warrants to the extent that after
giving effect to the issuance of Warrant Shares after exercise as
set forth on the applicable Election to Purchase, such Holder or a
person holding through such Holder (together with such
Holder’s or person’s Affiliates (as defined in Rule 405
under the Securities Act), and any other persons acting as a group
together with that Holder or person or any of that Holder’s
or person’s Affiliates), would beneficially own in excess of
4.99% (“Beneficial Ownership
Limitation”) of the
Company’s Common Stock. For purposes of the foregoing
sentence, the number of shares of Common Stock beneficially owned
by a person shall include the number of Warrant Shares that would
be owned by that person issuable upon exercise of the Warrants with
respect to which such determination is being made, but shall
exclude the number of shares of Common Stock (i) which would be
issuable upon exercise of the remaining, non-exercised Warrants
beneficially owned by that person or any of its Affiliates and (ii)
underlying any other securities of the Company held by such Holder
or its Affiliates that are exercisable or convertible into Common
Stock and subject to a limitation on conversion or exercise that is
analogous to the limitation contained in this Section 3.3.10.
Except as set forth in the preceding sentence, for purposes of this
Section 3.3.10, beneficial ownership shall be calculated in
accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended (the “Exchange
Act”) and the rules and
regulations promulgated thereunder, it being acknowledged by the
Holder that neither the Warrant Agent nor the Company is
representing to the Holder that such calculation is in compliance
with Section 13(d) of the Exchange Act and the Holder or beneficial
owner is solely responsible for any schedules required to be filed
in accordance therewith. To the extent that the limitation
contained in this Section 3.3.10 applies, the determination of
whether a Warrant is exercisable and of the number of Warrants that
are exercisable shall be in the sole discretion of the Holder, and
the submission of an Election to Purchase shall be deemed to be the
Holder’s determination of whether such Warrant is exercisable
and of the number of Warrants that are exercisable, and neither the
Warrant Agent nor the Company shall have any obligation to verify
or confirm the accuracy of such determination and neither of them
shall have any liability for any error made by the Holder or any
other person. In addition, a determination as to any group status
as contemplated above shall be determined in accordance with
Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. For purposes of this Section 3.3.10, in
determining the number of outstanding shares of Common Stock, a
Holder or other person may rely on the number of outstanding shares
of Common Stock as reflected in (A) the Company’s most recent
periodic or annual report filed with the Securities and Exchange
Commission, as the case may be, (B) a more recent public
announcement by the Company or (C) a more recent written notice by
the Company or the Company’s transfer agent setting forth the
number of shares of Common Stock outstanding. For any reason at any
time, upon the written or oral request of a person that represents
that it is or is acting on behalf of a Holder, the Company shall,
within two (2) Trading Days, confirm orally or in writing or by
e-mail to that person the number of shares of Common Stock then
outstanding. Upon delivery of a written notice to the Company, the
Holder may from time to time increase or decrease the Beneficial
Ownership Limitation to any other percentage not in excess of 9.99%
as specified in such notice, provided that any increase in the
Beneficial Ownership Limitation will not be effective until the
sixty-first (61st)
day after such notice is delivered to the Company and any such
increase or decrease will apply only to the Holder and its
Affiliates and not to any other holder of Warrants. The provisions
of this Section 3.3.10 shall be construed and implemented in a
manner otherwise than in strict conformity with the terms of this
Section 3.3.10 to correct this subsection (or any portion hereof)
which may be defective or inconsistent with the intended beneficial
ownership limitation herein contained.


 



 

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4. Adjustments.


 



4.1 Adjustment upon
Subdivisions or Combinations.
If the Company at any time after the Issuance Date subdivides (by
any stock split, stock dividend, recapitalization, reorganization,
scheme, arrangement or otherwise) its outstanding shares of Common
Stock into a greater number of shares, the Exercise Price in effect
immediately prior to such subdivision will be proportionately
reduced and the number of Warrant Shares will be proportionately
increased. If the Company at any time after the Issuance Date
combines (by any stock split, stock dividend, recapitalization,
reorganization, scheme, arrangement or otherwise) its outstanding
shares of Common Stock into a smaller number of shares, the
Exercise Price in effect immediately prior to such combination will
be proportionately increased and the number of Warrant Shares will
be proportionately decreased. Any adjustment under this Section 4.1
shall become effective at the close of business on the date the
subdivision or combination becomes effective. The Company shall
promptly notify Warrant Agent of any such adjustment and give
specific instructions to Warrant Agent with respect to any
adjustments to the warrant register.


 



4.2 Adjustment for Other
Distributions. In the
event the Company shall fix a record date for the making of a
dividend or distribution to all holders of Common Stock of any
evidences of indebtedness or assets or subscription rights, options
or warrants (excluding those referred to in Section 4.1 or other
dividends paid out of retained earnings), then in each such case
the Holder will, upon the exercise of Warrants, be entitled to
receive, in addition to the number of Warrant Shares issuable
thereupon, and without payment of any additional consideration
therefor, the amount of such dividend or distribution, as
applicable, which such Holder would have held on the date of such
exercise had such Holder been the holder of record of such Warrant
Shares as of the date on which holders of Common Stock became
entitled to receive such dividend or distribution. Such adjustment
shall be made whenever any such distribution is made and shall
become effective immediately after the record date mentioned
above.



   



4.3. Reclassification,
Consolidation, Purchase, Combination, Sale or
Conveyance. If, at any time
while the Warrants are outstanding, (i) the Company, directly or
indirectly, in one or more related transactions effects any merger
or consolidation of the Company with or into another person, (ii)
the Company, directly or indirectly, effects any sale, lease,
license, assignment, transfer, conveyance or other disposition of
all or substantially all of its assets in one or a series of
related transactions, (iii) any, direct or indirect, purchase
offer, tender offer or exchange offer (whether by the Company or
another person) is completed pursuant to which holders of Common
Stock are permitted to sell, tender or exchange their shares for
other securities, cash or property and has been accepted by the
holders of 50% or more of the outstanding Common Stock (not
including any Common Stock held by the other person or other
persons making or party to, or associated or affiliated with the
other persons making, such purchase offer, tender offer or exchange
offer), (iv) the Company, directly or indirectly, in one or more
related transactions effects any reclassification, reorganization
or recapitalization of the Common Stock or any compulsory share
exchange pursuant to which the Common Stock is effectively
converted into or exchanged for other securities, cash or property,
or (v) the Company, directly or indirectly, in one or more related
transactions consummates a stock or share purchase agreement or
other business combination (including, without limitation, a
reorganization, recapitalization, spin-off or scheme of
arrangement) with another person whereby such other person acquires
more than 50% of the outstanding shares of Common Stock (not
including any shares of Common Stock held by the other person or
other persons making or party to, or associated or affiliated with
the other persons making or party to, such stock or share purchase
agreement or other business combination) (each a
“Fundamental
Transaction”), then, upon
any subsequent exercise of a Warrant, each Holder shall have the
right to receive, for each Warrant Share that would have been
issuable upon such exercise immediately prior to the occurrence of
such Fundamental Transaction (without regard to any limitation in
Section 3.3.10 on the exercise of the Warrants), the same amount
and kind of securities, cash or property, if any, of the successor
or acquiring corporation or of the Company, if it is the surviving
corporation, and any additional consideration (the
“Alternate
Consideration”)
receivable as a result of such Fundamental Transaction by a holder
of the number of shares of Common Stock for which each Warrant is
exercisable immediately prior to such Fundamental Transaction
(without regard to any limitation in Section 3.3.10 on the exercise
of the Warrants). For purposes of any such exercise, the
determination of the Exercise Price shall be appropriately adjusted
to apply to such Alternate Consideration based on the amount of
Alternate Consideration issuable in respect of one share of Common
Stock in such Fundamental Transaction, and the Company shall
apportion the Exercise Price among the Alternate Consideration in a
reasonable manner reflecting the relative value of any different
components of the Alternate Consideration. If holders of Common
Stock are given any choice as to the securities, cash or property
to be received in a Fundamental Transaction, then the Holder shall
be given the same choice as to the Alternate Consideration that
such Holder receives upon any exercise of each Warrant following
such Fundamental Transaction. The Company shall cause any successor
entity in a Fundamental Transaction in which the Company is not the
survivor (the “Successor
Entity”) and for which
stockholders received any equity securities of the Successor Entity
and for which stockholders received any equity securities of the
Successor Entity, to assume in writing all of the obligations of
the Company under this Warrant Agreement in accordance with the
provisions of this Section 4.3 pursuant to written agreements and
shall, upon the written request of such Holder, deliver to such
Holder in exchange for the applicable Warrants created by this
Warrant Agreement a security of the Successor Entity evidenced by a
written instrument substantially similar in form and substance to
the Warrants which are exercisable for a corresponding number of
shares of capital stock of such Successor Entity (or its parent
entity), if any, plus any Alternate Consideration, receivable as a
result of such Fundamental Transaction by a holder of the number of
shares of Common Stock for which the Warrants are exercisable
immediately prior to such Fundamental Transaction, and with an
exercise price which applies the Exercise Price hereunder to such
shares of capital stock, if any, plus any Alternate Consideration
(but taking into account the relative value of the shares of Common
Stock pursuant to such Fundamental Transaction and the value of
such shares of capital stock plus Alternative Consideration after
that Fundamental Transaction for the purpose of protecting the
economic value of such Warrant immediately prior to the
consummation of such Fundamental Transaction). Upon the occurrence
of any such Fundamental Transaction the Successor Entity shall
succeed to, and be substituted for (so that from and after the date
of such Fundamental Transaction, the provisions of this Warrant
Agreement and the Warrants referring to the “Company”
shall refer instead to the Successor Entity), and may exercise
every right and power of the Company and shall assume all of the
obligations of the Company under this Warrant Agreement and the
Warrants with the same effect as if such Successor Entity had been
named as the Company herein and therein.



 



 

7







 






 



The Company shall instruct the Warrant Agent in writing to mail by
first class mail, postage prepaid, to each Holder, written notice
of the execution of any such amendment, supplement or agreement
with the Successor Entity. Any supplemented or amended agreement
entered into by the successor corporation or transferee shall
provide for adjustments, which shall be as nearly equivalent as may
be practicable to the adjustments provided for in this Section 4.3.
The Warrant Agent shall have no duty, responsibility or obligation
to determine the correctness of any provisions contained in such
agreement or such notice, including but not limited to any
provisions relating either to the kind or amount of securities or
other property receivable upon exercise of warrants or with respect
to the method employed and provided therein for any adjustments,
and shall be entitled to rely conclusively for all purposes upon
the provisions contained in any such agreement. The provisions of
this Section 4.3 shall similarly apply to successive
reclassifications, changes, consolidations, mergers, sales and
conveyances of the kind described above.



 



4.4. [RESERVED].



 



4.5 Other
Events. If any event occurs of
the type contemplated by the provisions of Section 4.1 or 4.2 but
not expressly provided for by such provisions (including, without
limitation, the granting of stock appreciation rights, Adjustment
Rights, phantom stock rights or other rights with equity features
to all holders of Common Stock for no consideration), then the
Company's Board of Directors will, at its discretion and in good
faith, make an adjustment in the Exercise Price and the number of
Warrant Shares or designate such additional consideration to be
deemed issuable upon exercise of a Warrant, so as to protect the
rights of the registered Holder. No adjustment to the Exercise
Price will be made pursuant to more than one sub-section of this
Section 4 in connection with a single issuance.


 



4.6. Notices of Changes in
Warrant. Upon every adjustment
of the Exercise Price or the number of Warrant Shares issuable upon
exercise of a Warrant, the Company shall give written notice
thereof to the Warrant Agent, which notice shall state the Exercise
Price resulting from such adjustment and the increase or decrease,
if any, in the number of Warrant Shares purchasable at such price
upon the exercise of a Warrant, setting forth in reasonable detail
the method of calculation and the facts upon which such calculation
is based. Upon the occurrence of any event specified in Sections
4.1 or 4.2, then, in any such event, the Company shall give written
notice to each Holder, at the last address set forth for such
holder in the Warrant Register, as of the record date or the
effective date of the event. Failure to give such notice, or any
defect therein, shall not affect the legality or validity of such
event. The Warrant Agent shall be entitled to rely conclusively on,
and shall be fully protected in relying on, any certificate, notice
or instructions provided by the Company with respect to any
adjustment of the Exercise Price or the number of shares issuable
upon exercise of a Warrant, or any related matter, and the Warrant
Agent shall not be liable for any action taken, suffered or omitted
to be taken by it in accordance with any such certificate, notice
or instructions or pursuant to this Warrant Agreement. The Warrant
Agent shall not be deemed to have knowledge of any such adjustment
unless and until it shall have received written notice thereof from
the Company.


 



 

8







 






 



5. Restrictive Legends;
Fractional Warrants.


 



In the event that a Warrant Certificate surrendered for transfer
bears a restrictive legend, the Warrant Agent shall not register
that transfer until the Warrant Agent has received an opinion of
counsel for the Company stating that such transfer may be made and
indicating whether the Warrants must also bear a restrictive legend
upon that transfer. The Warrant Agent shall not be required to
effect any registration of transfer or exchange which will result
in the transfer of or delivery of a Warrant Certificate for a
fraction of a Warrant.


 



 6. [RESERVED].



 



7. Other Provisions
Relating to Rights of Holders of Warrants.


 



7.1. No Rights as
Stockholder. Except as
otherwise specifically provided herein, a Holder, solely in its
capacity as a holder of Warrants, shall not be entitled to vote or
receive dividends or be deemed the holder of share capital of the
Company for any purpose, nor shall anything contained in this
Warrant Agreement be construed to confer upon a Holder, solely in
its capacity as the registered holder of Warrants, any of the
rights of a stockholder of the Company or any right to vote, give
or withhold consent to any corporate action (whether any
reorganization, issue of stock, reclassification of share capital,
consolidation, merger, conveyance or otherwise), receive notice of
meetings, receive dividends or subscription rights or rights to
participate in new issues of shares, or otherwise, prior to the
issuance to the Holder of the Warrant Shares which it is then
entitled to receive upon the due exercise of
Warrants.


 



7.2. Reservation of Common
Stock. The Company shall at all
times reserve and keep available a number of its authorized but
unissued shares of Common Stock that will be sufficient to permit
the exercise in full of all outstanding Warrants issued pursuant to
this Warrant Agreement.


 



8. Concerning the Warrant
Agent and Other Matters.


 



8.1. Any instructions given to the Warrant Agent orally, as
permitted by any provision of this Warrant Agreement, shall be
confirmed in writing by the Company as soon as practicable. The
Warrant Agent shall not be liable or responsible and shall be fully
authorized and protected for acting, or failing to act, in
accordance with any oral instructions which do not conform with the
written confirmation received in accordance with this Section
8.1.


 



8.2. (a) Whether or not any Warrants are exercised, for the Warrant
Agent’s services as agent for the Company hereunder, the
Company shall pay to the Warrant Agent such fees as may be
separately agreed between the Company and Warrant Agent and the
Warrant Agent’s out of pocket expenses in connection with
this Warrant Agreement, including, without limitation, the fees and
expenses of the Warrant Agent’s counsel. While the Warrant
Agent endeavors to maintain out-of-pocket charges (both internal
and external) at competitive rates, these charges may not reflect
actual out-of-pocket costs, and may include handling charges to
cover internal processing and use of the Warrant Agent’s
billing systems.


 


(b)
All amounts owed by the Company to the Warrant Agent under this
Warrant Agreement are due within 30 days of the invoice date.
Delinquent payments are subject to a late payment charge of one and
one-half percent (1.5%) per month commencing 45 days from the
invoice date. The Company agrees to reimburse the Warrant Agent for
any attorney’s fees and any other costs associated with
collecting delinquent payments.


 


(c)
No provision of this Warrant Agreement shall require Warrant Agent
to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties under this
Warrant Agreement or in the exercise of its rights.


 



 

9







 






 



8.3 As agent for the
Company hereunder the Warrant Agent:


 


(a)
shall have no duties or obligations other than those specifically
set forth herein or as may subsequently be agreed to in writing by
the Warrant Agent and the Company;


 


(b)
shall be regarded as making no representations and having no
responsibilities as to the validity, sufficiency, value, or
genuineness of the Warrants or any Warrant Shares;


 


(c)
shall not be obligated to take any legal action hereunder; if,
however, the Warrant Agent determines to take any legal action
hereunder, and where the taking of such action might, in its
judgment, subject or expose it to any expense or liability it shall
not be required to act unless it has been furnished with an
indemnity reasonably satisfactory to it;


  


(d)
may rely on and shall be fully authorized and protected in acting
or failing to act upon any certificate, instrument, opinion,
notice, letter, telegram, telex, facsimile transmission or other
document or security delivered to the Warrant Agent and believed by
it to be genuine and to have been signed by the proper party or
parties;


  


(e)
shall not be liable or responsible for any recital or statement
contained in the Registration Statement or any other documents
relating thereto;


 


(f)
shall not be liable or responsible for any failure on the part of
the Company to comply with any of its covenants and obligations
relating to the Warrants, including without limitation obligations
under applicable securities laws;


 


(g)
may rely on and shall be fully authorized and protected in acting
or failing to act upon the written, telephonic or oral instructions
with respect to any matter relating to its duties as Warrant Agent
covered by this Warrant Agreement (or supplementing or qualifying
any such actions) of officers of the Company, and is hereby
authorized and directed to accept instructions with respect to the
performance of its duties hereunder from the Company or counsel to
the Company, and may apply to the Company, for advice or
instructions in connection with the Warrant Agent’s duties
hereunder, and the Warrant Agent shall not be liable for any delay
in acting while waiting for those instructions; any applications by
the Warrant Agent for written instructions from the Company may, at
the option of the Agent, set forth in writing any action proposed
to be taken or omitted by the Warrant Agent under this Warrant
Agreement and the date on or after which such action shall be taken
or such omission shall be effective; the Warrant Agent shall not be
liable for any action taken by, or omission of, the Warrant Agent
in accordance with a proposal included in such application on or
after the date specified in such application (which date shall not
be less than five business days after the date such application is
sent to the Company, unless the Company shall have consented in
writing to any earlier date) unless prior to taking any such
action, the Warrant Agent shall have received written instructions
in response to such application specifying the action to be taken
or omitted;


 


(h)
may consult with counsel satisfactory to the Warrant Agent,
including its in-house counsel, and the advice of such counsel
shall be full and complete authorization and protection in respect
of any action taken, suffered, or omitted by it hereunder in good
faith and in accordance with the advice of such
counsel;


 


(i)
may perform any of its duties hereunder either directly or by or
through nominees, correspondents, designees, or subagents, and it
shall not be liable or responsible for any misconduct or negligence
on the part of any nominee, correspondent, designee, or subagent
appointed with reasonable care by it in connection with this
Warrant Agreement;


 


(j)
is not authorized, and shall have no obligation, to pay any
brokers, dealers, or soliciting fees to any person and


 


(k)
shall not be required hereunder to comply with the laws or
regulations of any country other than the United States of America
or any political subdivision thereof.


 



8.4. (a) In the absence of gross negligence or willful or illegal
misconduct on its part, the Warrant Agent shall not be liable for
any action taken, suffered, or omitted by it or for any error of
judgment made by it in the performance of its duties under this
Warrant Agreement. Anything in this Warrant Agreement to the
contrary notwithstanding, in no event shall Warrant Agent be liable
for special, indirect, incidental, consequential or punitive losses
or damages of any kind whatsoever (including but not limited to
lost profits), even if the Warrant Agent has been advised of the
possibility of such losses or damages and regardless of the form of
action. Any liability of the Warrant Agent will be limited in the
aggregate to the amount of fees paid by the Company hereunder. The
Warrant Agent shall not be liable for any failures, delays or
losses, arising directly or indirectly out of conditions beyond its
reasonable control including, but not limited to, acts of
government, exchange or market ruling, suspension of trading, work
stoppages or labor disputes, fires, civil disobedience, riots,
rebellions, storms, electrical or mechanical failure, computer
hardware or software failure, communications facilities failures
including telephone failure, war, terrorism, insurrection,
earthquakes, floods, acts of God or similar
occurrences.



 



 

10







 






 


 (b)
In the event any question or dispute arises with respect to the
proper interpretation of the Warrants or the Warrant Agent’s
duties under this Warrant Agreement or the rights of the Company or
of any Holder, the Warrant Agent shall not be required to act and
shall not be held liable or responsible for its refusal to act
until the question or dispute has been judicially settled (and, if
appropriate, it may file a suit in interpleader or for a
declaratory judgment for such purpose) by final judgment rendered
by a court of competent jurisdiction, binding on all persons
interested in the matter which is no longer subject to review or
appeal, or settled by a written document in form and substance
satisfactory to Warrant Agent and executed by the Company and each
such Holder. In addition, the Warrant Agent may require for such
purpose, but shall not be obligated to require, the execution of
such written settlement by all the Holders and all other persons
that may have an interest in the settlement.


  



8.5. The Company covenants to indemnify the Warrant Agent and hold
it harmless from and against any loss, liability, claim or expense
(“Loss”)
arising out of or in connection with the Warrant Agent’s
duties under this Warrant Agreement, including the costs and
expenses of defending itself against any Loss, unless such Loss
shall have been determined by a court of competent jurisdiction to
be a result of the Warrant Agent’s gross negligence or
willful misconduct.


 



8.6. Unless terminated earlier by the parties hereto, this
Agreement shall terminate 90 days after the earlier of the
Expiration Date and the date on which no Warrants remain
outstanding (the “Termination
Date”). On the business
day following the Termination Date, the Agent shall deliver to the
Company any entitlements, if any, held by the Warrant Agent under
this Warrant Agreement. The Agent’s right to be reimbursed
for fees, charges and out-of-pocket expenses as provided in this
Section 8 shall survive the termination of this Warrant
Agreement.


 



8.7. If any provision of this Warrant Agreement shall be held
illegal, invalid, or unenforceable by any court, this Warrant
Agreement shall be construed and enforced as if such provision had
not been contained herein and shall be deemed an Agreement among
the parties to it to the full extent permitted by applicable
law.


 



8.8. The Company represents and warrants that (a) it is duly
incorporated and validly existing under the laws of its
jurisdiction of incorporation, (b) the offer and sale of the
Warrants and the execution, delivery and performance of all
transactions contemplated thereby (including this Warrant
Agreement) have been duly authorized by all necessary corporate
action and will not result in a breach of or constitute a default
under the articles of association, bylaws or any similar document
of the Company or any indenture, agreement or instrument to which
it is a party or is bound, (c) this Warrant Agreement has been duly
executed and delivered by the Company and constitutes the legal,
valid, binding and enforceable obligation of the Company, (d) the
Warrants will comply in all material respects with all applicable
requirements of law and (e) to the best of its knowledge, there is
no litigation pending or threatened as of the date hereof in
connection with the offering of the Warrants.


 



8.9. In the event of inconsistency between this Warrant Agreement
and the descriptions in the Registration Statement, as they may
from time to time be amended, the terms of this Warrant Agreement
shall control.


 



8.10. Set forth in Annex
C hereto is a list of the
names and specimen signatures of the persons authorized to act for
the Company under this Warrant Agreement (the
“Authorized
Representatives”). The
Company shall, from time to time, certify to you the names and
signatures of any other persons authorized to act for the Company
under this Warrant Agreement.


 



8.11. Except as expressly set forth elsewhere in this Warrant
Agreement, all notices, instructions and communications under this
Agreement shall be in writing, shall be effective upon receipt and
shall be addressed, if to the Company, to its address set forth
beneath its signature to this Agreement, or, if to the Warrant
Agent, to [Issuer Direct Corporation, 500 Perimeter Park
Drive, Morrisville, NC 27560], or to
such other address of which a party hereto has notified the other
party.


 



 

11







 






 



8.12. (a) This Warrant Agreement shall be governed by and construed
in accordance with the laws of the State of New York. All actions
and proceedings relating to or arising from, directly or
indirectly, this Warrant Agreement may be litigated in courts
located within the Borough of Manhattan in the City and State of
New York. The Company hereby submits to the personal jurisdiction
of such courts and consents that any service of process may be made
by certified or registered mail, return receipt requested, directed
to the Company at its address last specified for notices hereunder.
Each of the parties hereto hereby waives the right to a trial by
jury in any action or proceeding arising out of or relating to this
Warrant Agreement.


 


(b)
This Warrant Agreement shall inure to the benefit of and be binding
upon the successors and assigns of the parties hereto. This Warrant
Agreement may not be assigned, or otherwise transferred, in whole
or in part, by either party without the prior written consent of
the other party, which the other party will not unreasonably
withhold, condition or delay; except that (i) consent is not
required for an assignment or delegation of duties by Warrant Agent
to any affiliate of Warrant Agent and (ii) any reorganization,
merger, consolidation, sale of assets or other form of business
combination by Warrant Agent or the Company shall not be deemed to
constitute an assignment of this Warrant Agreement.


 


(c)
No provision of this Warrant Agreement may be amended, modified or
waived, except in a written document signed by both parties. The
Company and the Warrant Agent may amend or supplement this Warrant
Agreement without the consent of any Holder for the purpose of
curing any ambiguity, or curing, correcting or supplementing any
defective provision contained herein or adding or changing any
other provisions with respect to matters or questions arising under
this Agreement as the parties may deem necessary or desirable and
that the parties determine, in good faith, shall not adversely
affect the interest of the Holders.  All other amendments
and supplements shall require the vote or written consent of
Holders of at least 50.1% of the then outstanding Warrants,
provided that adjustments may be made to the Warrant terms and
rights in accordance with Section 4 without the consent of the
Holders.


 



8.13 Payment of
Taxes. The Company will from
time to time promptly pay all taxes and charges that may be imposed
upon the Company or the Warrant Agent in respect of the issuance or
delivery of Warrant Shares upon the exercise of Warrants, but the
Company may require the Holders to pay any transfer taxes in
respect of the Warrants or such shares. The Warrant Agent may
refrain from registering any transfer of Warrants or any delivery
of any Warrant Shares unless or until the persons requesting the
registration or issuance shall have paid to the Warrant Agent for
the account of the Company the amount of such tax or charge, if
any, or shall have established to the reasonable satisfaction of
the Company and the Warrant Agent that such tax or charge, if any,
has been paid. 


  



8.14 Resignation of Warrant
Agent.


 



8.14.1. Appointment of
Successor Warrant Agent. The
Warrant Agent, or any successor to it hereafter appointed, may
resign its duties and be discharged from all further duties and
liabilities hereunder after giving thirty (30) days’ notice
in writing to the Company, or such shorter period of time agreed to
by the Company. The Company may terminate the services of the
Warrant Agent, or any successor Warrant Agent, after giving thirty
(30) days’ notice in writing to the Warrant Agent or
successor Warrant Agent, or such shorter period of time as agreed.
If the office of the Warrant Agent becomes vacant by resignation,
termination or incapacity to act or otherwise, the Company shall
appoint in writing a successor Warrant Agent in place of 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 Warrant Agent, then the
Warrant Agent or any Holder may apply to any court of competent
jurisdiction for the appointment of a successor Warrant Agent at
the Company’s cost. Pending appointment of a successor to
such Warrant Agent, either by the Company or by such a court, the
duties of the Warrant Agent shall be carried out by the Company.
Any successor Warrant Agent (but not including the initial Warrant
Agent), whether appointed by the Company or by such court, shall be
a person organized and existing under the laws of any state of the
United States of America, in good standing, and authorized under
such laws to exercise corporate trust powers and subject to
supervision or examination by federal or state authority. After
appointment, any successor Warrant Agent shall be vested with all
the authority, powers, rights, immunities, duties, and obligations
of its predecessor Warrant Agent with like effect as if originally
named as Warrant Agent hereunder, without any further act or deed,
and except for executing and delivering documents as provided in
the sentence that follows, the predecessor Warrant Agent shall have
no further duties, obligations, responsibilities or liabilities
hereunder, but shall be entitled to all rights that survive the
termination of this Warrant Agreement and the resignation or
removal of the Warrant Agent, including but not limited to its
right to indemnity hereunder. If for any reason it becomes
necessary or appropriate or at the request of the Company, the
predecessor Warrant Agent shall execute and deliver, at the expense
of the Company, an instrument transferring to such successor
Warrant Agent all the authority, powers, and rights of such
predecessor Warrant Agent hereunder; and upon request of any
successor Warrant Agent the Company shall make, execute,
acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such
successor Warrant Agent all such authority, powers, rights,
immunities, duties, and obligations.



  



 

12







 






 



8.14.2. Notice of Successor
Warrant Agent. In the event a
successor Warrant Agent shall be appointed, the Company shall give
notice thereof to the predecessor Warrant Agent and the transfer
agent for the Common Stock not later than the effective date of any
such appointment.


 



8.14.3. Merger or
Consolidation of Warrant Agent.
Any person into which the Warrant Agent may be merged or converted
or with which it may be consolidated or any person resulting from
any merger, conversion or consolidation to which the Warrant Agent
shall be a party or any person succeeding to the shareowner
services business of the Warrant Agent or any successor Warrant
Agent shall be the successor Warrant Agent under this Warrant
Agreement, without any further act or deed. For purposes of this
Warrant Agreement, “person” shall mean any individual,
firm, corporation, partnership, limited liability company, joint
venture, association, trust or other entity, and shall include any
successor (by merger or otherwise) thereof or
thereto.


 



9. Miscellaneous
Provisions.


 



9.1. Persons Having Rights
under this Warrant Agreement.
Nothing in this Warrant Agreement expressed and nothing that may be
implied from any of the provisions hereof is intended, or shall be
construed, to confer upon, or give to, any person or corporation
other than the parties hereto and the Holders any right, remedy, or
claim under or by reason of this Warrant Agreement or of any
covenant, condition, stipulation, promise, or agreement
hereof.


 



9.2. Examination of the
Warrant Agreement. A copy of
this Warrant Agreement shall be available at all reasonable times
at the office of the Warrant Agent designated for such purpose for
inspection by any Holder. Prior to such inspection, the Warrant
Agent may require any such holder to provide reasonable evidence of
its interest in the Warrants.


 



9.3. Counterparts.
This Warrant Agreement may be executed in any number of original,
facsimile or electronic counterparts and 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.


 



9.4. Effect of
Headings. The Section headings
herein are for convenience only and are not part of this Warrant
Agreement and shall not affect the interpretation
thereof.


 



10. Certain
Definitions.


 



As used herein, the following terms shall have the following
meanings:


 



(i) “Adjustment
Right” means any right
granted with respect to any securities issued in connection with,
or with respect to, any issuance, sale or delivery (or deemed
issuance, sale or delivery in accordance with Section 4) of Common
Stock (other than rights of the type described in Section 4.2 and
4.3 hereof) that could result in a decrease in the net
consideration received by the Company in connection with, or with
respect to, such securities (including, without limitation, any
cash settlement rights, cash adjustment or other similar rights)
but excluding anti-dilution and other similar rights (including
pursuant to Section 4.4 of this Agreement).


 



(ii) “Approved Stock
Plan” means any employee
benefit plan which has been approved by the board of directors of
the Company prior to or subsequent to the date hereof pursuant to
which Common Stock and options to purchase Common Stock may be
issued to any employee, consultant, officer or director or other
service provider for services provided to the Company in their
capacity as such.


 



 

13







 






 



(iii) “Convertible
Securities” means any
notes, rights, warrants or other securities (other than Options)
that are at any time and under any circumstances, directly or
indirectly, convertible into, exercisable or exchangeable for, or
which otherwise entitles the holder thereof to acquire, shares of
Common Stock.


 



(iv). “Excluded
Securities” means (1)
Common Stock or options or other rights to purchase Common Stock or
other awards issued to directors, officers, employees, consultants
or other service providers of the Company in their capacity as such
pursuant to an Approved Stock Plan, provided that (A) all such
issuances (taking into account the Common Stock issuable upon
exercise of such options) after the date hereof pursuant to this
clause (i) do not, in the aggregate, exceed more than 30% of the
Common Stock issued and outstanding immediately prior to the date
hereof; provided however, that such issuances to consultants or
other service providers do not, in each instance in the aggregate,
exceed more than 5% of the Common Stock issued and outstanding
immediately prior to the date hereof, and (B) the exercise price of
any such options is not lowered, none of such options are amended
to increase the number of shares issuable thereunder in each case
other than pursuant to the terms hereof (including any
anti-dilution provisions contained therein) and none of the terms
or conditions of any such options are otherwise materially changed
in any manner that adversely affects any of the holders of
Warrants; (2) Common Stock issued upon the conversion or exercise
of Convertible Securities (other than options or other rights to
purchase Common Stock issued pursuant to an Approved Stock Plan
that are covered by clause (i) above) issued prior to the date
hereof, provided that the conversion price of any such Convertible
Securities (other than options or other rights to purchase Common
Stock issued pursuant to an Approved Stock Plan that are covered by
clause (1) above) is not lowered through the amendment or waiver of
such Convertible Security, none of such Convertible Securities
(other than options or other rights to purchase Common Stock issued
pursuant to an Approved Stock Plan that are covered by clause (1)
above) are amended to increase the number of shares issuable
thereunder and none of the terms or conditions of any such
Convertible Securities (other than options or other rights to
purchase Common Stock issued pursuant to an Approved Stock Plan
that are covered by clause (1) above) are otherwise materially
changed in any manner that adversely affects any of the holders of
Warrants; (3) Common Stock issuable upon exercise of the Warrants;
and (4) securities issuable in connection with strategic license
agreements, other partnering arrangements or acquisitions or
mergers where the purchaser or acquirer of the securities in such
issuance solely consists of (A) either (x) the actual participants
in such strategic license, strategic alliance, strategic
partnership or other partnering arrangements, (y) the actual owners
of such assets or securities acquired in such acquisition or merger
or (z) the stockholders, partners or members of the foregoing
persons or entities and (B) number or amount of securities issued
to such person or entity by the Company shall not be
disproportionate (as determined in good faith by the Board of
Directors of the Company) to either (x) the fair market value of
such person’s or entity’s actual contribution to such
strategic alliance or strategic partnership or (y) the proportional
ownership of such assets or securities to be acquired by the
Company, as applicable; provided, that, notwithstanding the
foregoing, such purchaser or acquirer of the securities in such
issuance shall not include any person regularly engaged in the
business of buying or selling securities.


 



(v) [RESERVED].


 



(vi) [RESERVED]


 



(vii) “Options”
means any rights, warrants or options to subscribe for or purchase
Common Stock or Convertible Securities.


 



(viii) [RESERVED].


 



(ix) “Trading
Day” means any day on
which the Common Stock is traded on the Trading Market, or, if the
Trading Market is not the principal trading market for the Common
Stock, then on the principal securities exchange or securities
market in the United States on which the Common Stock is then
traded, provided that “Trading Day” shall not include
any day on which the Common Stock is are scheduled to trade on such
exchange or market for less than 4.5 hours or any day that the
Common Stock is suspended from trading during the final hour of
trading on such exchange or market (or if such exchange or market
does not designate in advance the closing time of trading on such
exchange or market, then during the hour ending at 4:00 P.M., New
York City time).


 



 

14







 






 



(x) “Trading
Market” means NYSE MKT,
the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq
Global Select Market or the New York Stock
Exchange.


 



(xi) “VWAP”
means, for any date, the price determined by the first of the
following clauses that applies: (a) if the Common Stock is then
listed or quoted on a Trading Market, the daily volume weighted
average price of the Common Stock for such date (or the nearest
preceding date) on the Trading Market on which the Common Stock is
then listed or quoted as reported by Bloomberg L.P. (based on a
Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New
York City time)), (b) the volume weighted average price of the
Common Stock for such date (or the nearest preceding date) on the
OTC Bulletin Board, (c) if the Common Stock are not then listed or
quoted for trading on the OTC Bulletin Board and if prices for the
Common Stock are then reported in the OTCQB maintained by OTC
Markets Group, Inc. (or a similar organization or agency succeeding
to its functions of reporting prices), the most recent bid price
per share of Common Stock so reported, or (d) in all other cases,
the fair market value of the Common Stock as determined by an
independent appraiser selected in good faith by the Company, the
fees and expenses of which shall be paid by the
Company.



 



[SIGNATURE PAGE FOLLOWS]


 








15








 






 


IN
WITNESS WHEREOF, this Warrant Agent Agreement has been duly
executed by the parties hereto as of the day and year first above
written.


 


MERIDIAN WASTE
SOLUTIONS, INC.


 


By:
_______________________________________


Name:


Title:


 


Address
for notices:


12540
Broadwell Road, Suite 2104


Milton,
GA 30004


Attention: Jeffrey
Cosman


Telephone: (404)
539-1147


Facsimile:


E-mail:


 


Issuer
Direct Corporation


As
Warrant Agent


 


By:
_______________________________________


Name:


Title:


 


 



Annex A Form of Warrant Certificates



Annex B Election to Purchase



Annex C Authorized Representatives



 



 

16







 






 


ANNEX
A



 



[TO BE INCLUDED IN THE GLOBAL CERTIFICATE]



 



[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]


 



MERIDIAN WASTE SOLUTIONS, INC.



WARRANT CERTIFICATE



NOT EXERCISABLE AFTER ______, 20__


 


This certifies that the person whose name and
address appears below, or registered assigns, is the registered
owner of the number of Warrants set forth below. Each Warrant
entitles its registered holder to purchase from Meridian Waste
Solutions, Inc., a company incorporated under the laws of the State
of New York (the “Company”), at any time prior to 5:00 P.M. (New York
City time) on ________, 20__, one share of common stock, par value
$0.025 per share, of the Company (each, a
“Warrant
Share” and collectively,
the “Warrant
Shares”), at an exercise
price of $___ per share, subject to possible adjustments as
provided in the Warrant Agreement (as defined
below).


 


This
Warrant Certificate, with or without other Warrant Certificates,
upon surrender at the designated office of the Warrant Agent, may
be exchanged for another Warrant Certificate or Warrant
Certificates evidencing the same number of Warrants as the Warrant
Certificate or Warrant Certificates surrendered. A transfer of the
Warrants evidenced hereby may be registered upon surrender of this
Warrant Certificate at the designated office of the Warrant Agent
by the registered holder in person or by a duly authorized
attorney, properly endorsed or accompanied by proper instruments of
transfer, a signature guarantee, and such other and further
documentation as the Warrant Agent may reasonably request and duly
stamped as may be required by the laws of the State of New York and
of the United States of America.


 


The terms and conditions of the Warrants and the
rights and obligations of the holder of this Warrant Certificate
are set forth in the Warrant Agent Agreement dated as of _______,
2016 (the “Warrant
Agreement”) between the
Company and Issuer Direct Corporation (the
“Warrant
Agent”). A copy of the
Warrant Agreement is available for inspection during business hours
at the office of the Warrant Agent.


 


This
Warrant Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by an authorized
signatory of the Warrant Agent.


 


WITNESS
the facsimile signature of a proper officer of the
Company.


 


MERIDIAN WASTE
SOLUTIONS, INC.


 


By:
_______________________________________


Name:


Title:



Dated: ____________, 2016



Countersigned:


 



Issuer Direct Corporation,



As Warrant Agent


 



By: _______________________________________



Name:



Title: 



 

17







 







 



 



PLEASE DETACH HERE



——————————————————————————————————————


 



Certificate No.:_________ Number of
Warrants:__________


 



WARRANT CUSIP NO.: ___________


 


 


	

 

	
MERIDIAN
WASTE SOLUTIONS, INC.

	

 


	

 

	

 

	

 


	
[Name & Address of Holder]

	
                                               
, Warrant Agent


	

 


	

 

	
 

	

 


	

 

	By Mail:
	

 


	

 

	

 

	

 


	

 

	                                   
                 
     
         
	

 


	

 

	

 

	

 


	

 

	By
hand or overnight courier:	

 


	

 

	

 

	

 


	

 

	                                   
                 
     
         	

 







 

 












18








 






 


ANNEX
B


 



[Form of Election to Purchase]


 



(To Be Executed Upon Exercise Of Warrants not evidenced by a Global
Certificate)


 


The
undersigned hereby irrevocably elects to exercise the right,
represented by Warrants evidenced by this Warrant Certificate, to
receive
                
Warrant Shares and herewith tenders payment for such Warrant Shares
to the order of ___________, in the amount of $
            
in accordance with the terms hereof.


 



OR


 


[In
cases where cashless exercise is permitted under the Warrant
Agreement] — The undersigned hereby irrevocably elects to
exercise the right, represented by Warrants evidenced by this
Warrant Certificate, to receive
              
Warrant Shares (before giving effect to the cashless exercise
provisions) and herewith agrees to make payment therefor pursuant
to the cashless exercise provisions of the Warrant Agreement, all
on the terms and the conditions specified in the Warrant Agent
Agreement.


 


The
undersigned requests that a certificate for such Warrant Shares be
registered in the name of
                    ,
whose address is
                    
and that such certificate be delivered to
                    ,
whose address is
                                        .
If the number of Warrants being exercised hereby is less than all
the Warrants evidenced by this Warrant Certificate, the undersigned
requests that a new Warrant Certificate representing the remaining
unexercised Warrants be registered in the name of
                                        ,
whose address is
                                        ,
and that such Warrant Certificate be delivered to
               whose
address is
                                        .


 


	
 

	
 

	

Signature


	
 

	
 

	
 


	

Date:

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	

Signature
Guaranteed







 



Signatures must be guaranteed by an “eligible guarantor
institution” meeting the requirements of the Warrant Agent,
which requirements include membership or participation in the
Security Transfer Agent Medallion Program (“STAMP”) or
such other “signature guarantee program” as may be
determined by the Warrant Agent in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended.



 





 

19








 






 



ANNEX C


 



AUTHORIZED REPRESENTATIVES


 


	

Name

	
 

	

Title

	
 

	

Signature







 



 


 





 

20