-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ce9ZxIi1eHTa/59LCjbpbjtUkf6UyrL0IVHGdHDqfdycXi1DECM/P+mm/jY4bh+j g2lIC2rr31lcWGY7vhLl/w== 0000950150-95-000425.txt : 19950608 0000950150-95-000425.hdr.sgml : 19950608 ACCESSION NUMBER: 0000950150-95-000425 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 34 FILED AS OF DATE: 19950607 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: POLLUTION RESEARCH & CONTROL CORP /CA/ CENTRAL INDEX KEY: 0000763950 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 952746949 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-60035 FILM NUMBER: 95545525 BUSINESS ADDRESS: STREET 1: 506 PAULA AVENUE CITY: GLENDALE STATE: CA ZIP: 91201 BUSINESS PHONE: 8182477601 MAIL ADDRESS: STREET 1: 506 PAULA AVE CITY: GLENDALE STATE: CA ZIP: 91201 FORMER COMPANY: FORMER CONFORMED NAME: DASIBI ENVIRONMENTAL CORP DATE OF NAME CHANGE: 19900529 S-3 1 FORM S-3 1 As filed with the Securities and Exchange Commission on June 7, 1995 Registration No. 33-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------- Pollution Research and Control Corp. ------------------------------------------------------ (Exact name of registrant as specified in its charter) California -------------------------------------------------------------- (State or other jurisdiction of incorporation or organization) 95-2746949 ------------------------------------ (I.R.S. Employer Identification No.) 506 Paula Avenue, Glendale, California 91201 (818) 247-7601 ------------------------------------------------------------- (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Albert E. Gosselin, Jr. 506 Paula Avenue, Glendale, California 91201 (818) 247-7601 --------------------------------------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) Please send copies of all correspondence to: PATRICIA CUDD, ESQ. Patricia Cudd & Associates 250 Steele Street, Suite #303 Denver, Colorado 80126-5200 Telephone: (303) 394-2197 Approximate date of commencement of proposed sale to the public: As soon as practicable after the Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] 1 2
CALCULATION OF REGISTRATION FEE =================================================================================================================== PROPOSED PROPOSED MAXI- TITLE OF EACH MAXIMUM MUM AGGREGATE AMOUNT OF CLASS OF SECURITIES AMOUNT TO OFFERING PRICE OFFERING REGISTRATION TO BE REGISTERED BE REGISTERED PER SHARE (1) PRICE (1) FEE Common Stock, no par value, underlying Warrants (3,053,497 Warrants) (2) 3,053,497 $.625 $1,908,436 $658.08 Common Stock, no par value, underlying Options (170,000 Options) (2) 170,000 $.625 $ 106,250 $ 36.64 TOTAL 3,223,497 $2,014,686 $694.72
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457. Pursuant to Rule 457 (c), based upon 3,053,497 shares and 170,000 shares of Common Stock underlying the Warrants and Options, respectively, and the average of the high and low sales prices of the Common Stock on the NASDAQ National Market System on May 23, 1995, of $.625. (2) Issuable upon exercise of the Warrants or Options. Pursuant to Rule 416, the number of shares of Common Stock issuable upon exercise of the Warrants and Options is subject to adjustment in accordance with the anti-dilution provisions of such Warrants and Options. ------------ The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Page 2 of 176 pages contained in the sequential numbering system; the Exhibit Index may be found on page 25 of the sequential numbering system. DOCUMENTS INCORPORATED BY REFERENCE: Certain exhibits to this Registration Statement on Form S-3 as set forth in the Exhibit Index located at page E-1. 2 3 SUBJECT TO COMPLETION PROSPECTUS 3,223,497 SHARES OF COMMON STOCK, NO PAR VALUE POLLUTION RESEARCH AND CONTROL CORP. ________ This Prospectus relates to an aggregate of 3,223,497 shares of common stock, no par value per share (the "Common Stock"), underlying the outstanding warrants (collectively, the "Warrants") and options (collectively, the "Options") of Pollution Research and Control Corp. (the "Company") which may be issued upon exercise by the holders of all of the Warrants and Options on or prior to the various expiration dates thereof commencing on November 30, 1995, through May 28, 2001. The Warrants and the Options are exercisable to purchase a total of 3,053,497 shares and 170,000 shares of Common Stock, respectively. Information regarding the holders of the Warrants and Options and the circumstances under which they may exercise their respective Warrants or Options so as to acquire the underlying shares of Common Stock are set forth herein under "Description of Securities." The Warrants are exercisable by the holders thereof at prices ranging from $.69 to $2.00 and the Options are exercisable by the holders thereof at prices in a range from $.55 to $1.38. The Warrants and Options were issued by the Company on various dates commencing in June 1988 through July 1994. The exercise periods of Warrants which expired prior to November 30, 1995, exercisable to purchase 2,988,497 shares of Common Stock, have been extended through November 30, 1995. After the exercise of the Warrants and the Options, the shares of Common Stock, may be offered and sold to the public from time to time by the holders of Warrants or Options who exercise such Warrants or Options (the "Selling Shareholders"), or by pledgees, donees, transferees or other successors to the Selling Shareholders, in each case in open market transactions, in private or negotiated transactions or in a combination of such methods of sale, at fixed prices, at prices then prevailing on the NASDAQ National Market System at the time of sale, at prices related to such prevailing market prices or at negotiated prices. To the extent required at the time of a particular offer of Common Stock by the Selling Shareholders, a supplement to this Prospectus will be distributed which will set forth the number of shares of Common Stock being offered and the terms of the offering, including the name or names of any underwriters, dealers, brokers or agents, the purchase price paid by any underwriter for shares of Common Stock purchased from the Selling Shareholders, any discounts, commissions and other items constituting compensation from the Selling Shareholders and any discounts, commissions or concessions allowed or re-allowed to dealers, including the proposed selling price to the public. The Selling Shareholders reserve the sole right to accept and, together with any agent of the Selling Shareholders, to reject in whole or in part any proposed purchase of the shares of Common Stock. The Selling Shareholders will pay any sales commissions or other seller's compensation applicable to such transactions. The Selling Shareholders and agents who execute orders on their behalf may be deemed to be underwriters as that term is defined in Section 2(11) of the Securities Act of 1933, as amended (the "Securities Act"), and a portion of any proceeds of sales and discounts, commissions or other seller's compensation may be deemed to be underwriting compensation for purposes of the Securities Act. (See "Plan of Distribution.") This Prospectus also covers such additional shares of Common Stock as may be issuable to the Selling Shareholders in the event of a stock dividend, stock split, recapitalization or other similar change in the Common Stock. The Company will not receive any of the proceeds from the sale of the shares of Common Stock by the Selling Shareholders. Prior to such sale of Common Stock, however, the Company will have received up to a maximum of $5,196,455 ($.69 to $2.00 per share) from the exercise of 3 4 the Warrants and up to a maximum of $114,250 ($.55 to $1.38 per share) from the exercise of the Options referred to above. If all of the Warrants and Options are exercised on or before their respective expiration dates on November 30, 1995, through May 28, 2001, the Company would receive gross proceeds aggregating $5,310,705 in cash. The Company has agreed to pay all costs of the registration of the shares of Common Stock underlying the Warrants and Options. Such costs, fees and disbursements are estimated to be approximately $28,506. SEE "RISK FACTORS" FOR CERTAIN CONSIDERATIONS RELEVANT TO AN INVESTMENT IN THE SHARES OF COMMON STOCK. The Company's Common Stock and Warrants are traded over-the-counter and are quoted on the NASDAQ National Market System under the symbols "PRCC" and "PRCCW." On May 23, 1995, the last sale price of the Common Stock on the NASDAQ National Market System was $.625 and the last sale price for the Warrants was $.125. __________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. __________ The date of this Prospectus is May , 1995. 4 5 TABLE OF CONTENTS
Page ---- Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Incorporation of Certain Documents by Reference . . . . . . . . . . . . . . . 5 The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Market Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Description of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
AVAILABLE INFORMATION The Company is subject to the informational and reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information filed with the Commission by the Company may be inspected and copied at the public reference facilities maintained by the Commission at its principal offices at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511, and 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of these materials can also be obtained at prescribed rates from the Public Reference Section of the Commission at its principal offices in Washington, D.C., set forth above. Additional information with respect to this offering may be provided in the future by means of supplements or "stickers" to the Prospectus. The Company has filed a Registration Statement on Form S-3 (including all amendments and supplements thereto, the "Registration Statement") with the Commission under the Securities Act with respect to the shares of Common Stock underlying the Warrants and Options offered hereby. This Prospectus, which forms a part of the Registration Statement, does not contain all of the information set forth in the Registration Statement and the Exhibits filed therewith, certain parts of which have been omitted in accordance with the rules and regulations of the Commission. Statements contained herein concerning the provisions of such documents are not necessarily complete and, in each instance, reference is made to the Registration Statement or to the copy of such document filed as an Exhibit to the Registration Statement or otherwise filed with the Commission. Each such statement is qualified in its entirety by such reference. Copies of the Registration Statement and the Exhibits thereto can be obtained upon payment of a fee prescribed by the Commission or may be inspected free of charge at the public reference facilities and regional offices referred to above. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1994, and the Company's Quarterly Report on Form 10-QSB for the quarter ended March 31, 1995, which were previously filed with the Commission (File No. 0-14266), are incorporated by reference in this Prospectus and the Registration Statement of which it is a part. 5 6 All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of the offering of the shares of Common Stock, shall be deemed to be incorporated by reference herein and to be part hereof from the respective dates of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus and the Registration Statement of which it is a part to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus or the Registration Statement of which it is a part. The Company will furnish without charge to each person, including any beneficial owner, to whom this Prospectus is delivered, upon the written or verbal request of such person, a copy of any or all of the documents incorporated herein by reference, other than exhibits to such documents. Requests should be addressed to: Secretary, Pollution Research and Control Corp., 506 Paula Avenue, Glendale, California 91201; telephone number (818) 247-7601. THE COMPANY The Company primarily designs, manufactures and markets electronic analytical instruments used to detect and measure various types of air pollution, such as "acid rain," "ozone depletion" and "smog episodes" through its wholly-owned subsidiary, Dasibi Environmental Corp. The Company's products are generally used to measure air pollution levels in geographic areas which range in size from small industrial sites to entire states or countries. The Company also supplies computer-controlled calibration systems that verify the accuracy of its instruments, data loggers to collect and manage pollutant information and final reporting software for remote centralized applications. The Company's instruments have been sold during the past three years to over 300 customers worldwide, including industrial manufacturers; federal, state, city, local and foreign governmental agencies; major industrial companies; and educational and research institutions in over 30 countries. These customers use the Company's products principally for environmental protection compliance programs. The Company intends to continue its sales growth by adapting its existing technologies for new pollution measurement applications and acquiring or developing new related technologies. The Company intends to expand its market share by concentrating a large portion of its marketing efforts in foreign countries, particularly the Peoples' Republic of China. The Company's principal executive offices are located at 506 Paula Avenue, Glendale, California 91201, and its telephone number is (818) 247-7601. The Company's Common Stock and Common Stock Purchase Warrants are traded in the over-the-counter market and reported on the NASDAQ National Market System under the symbols "PRCC" and "PRCCW," respectively. THE OFFERING Upon Exercise of the Warrants . . . . . . . . . . . . 3,053,497 shares of Common Stock Upon Exercise of the Options . . . . . . . . . . . . . 170,000 shares of Common Stock
6 7 USE OF PROCEEDS The Company will receive no proceeds from the sale of the shares of Common Stock underlying the Warrants and the Options, but will receive proceeds upon the exercise of the Warrants and Options. If all of the outstanding Warrants and Options are exercised at exercise prices in a range from $.55 to $2.00 per Warrant or Option, the proceeds to the Company will be approximately $5,310,705. The Company will use the proceeds from the exercise of the Warrants and Options for the following purposes:
Application Amount Percent ------------------------- ---------- ------- Research and Development* $2,310,705 43.5% Working Capital 2,000,000 37.7% Marketing 1,000,000 18.8% ---------- ----- $5,310,705 100.0%
__________________ *To be used to accelerate two research and development projects, one of which, the development of an innovative continuous emission monitoring system, is in the prototype stage and the other of which involves the development of a flue gas purification system. RISK FACTORS Prospective investors should consider carefully, in addition to the other information contained in and incorporated into this Prospectus and the Registration Statement of which it is a part, the following factors before purchasing the shares of Common Stock offered hereby. 1. Liquidity. The Company has experienced cash shortages from time to time preventing it from paying its operating expenses on a timely basis or forcing management to raise funds from private sources for equity or debt financing or, if available, bank loans. The Company has historically financed operations through bank borrowings and the issuance of Common Stock in both public and private offerings. Working capital at December 31, 1994, was $2,285,000. The Company has no sources of financing presently except the proceeds of this offering and its bank line of credit in the amount of $100,000. Any amounts borrowed bear interest at the prime rate plus 2% per annum and are due and owing on June 1, 1995. No amounts are outstanding as of the date hereof. While the Company is presently seeking to increase its bank line of credit, there can be no assurance that such an increase can be obtained when and if the Company experiences working capital shortages in the future. The sum of $2,000,000, representing 37.7% of the maximum amount of the proceeds which may be received by the Company upon the exercise of the Warrants and Options by the Selling Shareholders, has been allocated for working capital for general corporate purposes. This funding, which is not assured, will result in the dilution of the equity of existing shareholders upon the issuance of shares of Common Stock to the Selling Shareholders who exercise their Warrants or Options. If additional funding is required, it may not be available upon terms acceptable to the Company and/or the Company may be required to forego a substantial interest it its revenues or further dilute the equity of existing shareholders. 2. Decline in Net Revenues and Gross Profit. The Company's net revenues ($5,129,000) and gross profit for fiscal 1994 decreased significantly as compared to net revenues ($6,622,000) and gross profit for fiscal 1993. These declines were principally because of 7 8 significant competitive price pressure for the Company's instruments, thus forcing the Company to lower its domestic and foreign bids, reducing the number of the Company's bid awards and reducing the profit margin on the bids awarded to the Company. Also because of these competitive price pressures in the industry, the Company's gross profit decreased from 46% of net revenues in fiscal 1993 to 41% of net revenues in fiscal 1994. Selling, general and administrative expenses increased 19% from $1,635,000 in 1993 to $1,951,000 in 1994 due, primarily, to increased sales and marketing efforts early in the year and additional costs resulting from the move to the Company's larger facility, offset in part by cost reduction efforts begun in the third quarter in reaction to the competitive industry price pressures. Beginning in the third quarter of fiscal 1994, the company implemented certain cost reduction measures in its operating expenses, suspended major new product development efforts and scaled back its efforts to improve or modify existing technologies in response to the competitive price pressures. Although the Company experienced an improvement in revenues and profits in the first quarter of fiscal 1995, there can be no assurance that revenues and profits will not decline in the future. 3. Reliance on One Product Line; Dependence on Major Types of Customers. Approximately 45% of the Company's revenues are derived from the sale of its line of ozone monitors. Any substantial decrease in demand for this product could have a material adverse effect upon the business of the Company. During the fiscal years ended December 31, 1994 and 1993, sales to two multi-customer overseas distributors represented 24% and 21% of net sales, respectively. While there has been no significant change in recent years in the percentage of revenue contributed by foreign and domestic government agencies (approximately 45%), foreign distributors (approximately 45%) and industrial companies and research facilities (10%), a significant loss in the number of government agencies, industrial companies or research agencies which typically purchase the Company's instruments could have a material adverse effect on the Company. 4. Risks of New Product Line. As part of its expansion strategy, the Company intends to enter the market for continuous emission monitoring systems ("CEMS"), or air pollution instrumentation systems, although it is extremely competitive and the Company's competitors in such market have substantially greater experience and financial resources than the Company. Until recently, the Company's products were not applicable to the source instrumentation market. However, because of new governmental regulations requiring greater accuracy and dilution conditioning as a standard (reducing pollution concentrations to the parts per billion level) for source instrumentation involving a CEMS, the Company's products are now applicable. The Company is not currently able to offer customers a CEMS because it does not manufacture the additional equipment needed to complete the system. The Company commenced a research and development program in July 1992 for the purpose of developing an innovative CEMS which is currently in the prototype stage of development. The sum of $2,310,705 (43.5%) of the proceeds which may be received by the Company from the exercise by the Selling Shareholders of their Warrants or Options, the receipt of which funding is not assured, has been allocated by the Company for research and development, including the continuation of the development of an innovative CEMS. While the Company does not require EPA approval of any of its instruments in order to complete a CEMS, there can be no assurance that the Company's efforts to enter the CEMS market will be successful. 5. Governmental Approval. The Company must obtain approval by the Environmental Protection Agency of new air pollution monitoring instruments it produces before such instruments can be sold in the United States. Currently, all air pollution monitoring instruments that the Company sells in the United States have received EPA approval. However, if the Company were to invest in the development of new air pollution monitoring instruments in the future that did not receive approval of the EPA, the Company would not be able to sell such instruments in the United States and such inability could have an adverse effect on the Company's business. With the exception of West Germany, no foreign country requires governmental 8 9 approval of air pollution monitoring instruments. While the Company's ozone and carbon monoxide monitors have received the approval of the West German equivalent of the EPA, the sulfur dioxide monitor is currently being tested. The failure to receive such approval for the Company's other air pollution monitoring instrument(s) would have a material adverse effect on the Company's business efforts in West Germany. 6. Dependence On Legislation and Regulation. The products developed and manufactured by the Company monitor air pollutants in accordance with standards established generally by federal, state, local and foreign governmental agencies. Changes in legislation or regulations or a relaxation of standards determined by such agencies could adversely affect the market for the Company's products. In 1982 and 1983, the Company experienced a decrease in demand for its products which it attributes to a relaxation in such standards by the federal government. 7. Competition. Management believes that the Company is the smallest competitor in the ambient air pollution instrumentation market. There are other established firms in the same field, both in the United States and in foreign countries, which have substantially greater experience and financial and personnel resources than does the Company. Furthermore, unlike a number of its principal competitors, the Company is presently unable to offer its customers a CEMS. Therefore, it is subject to the effects of better-financed competitors and their research and development efforts, and price discounting. The Company competes on the basis of technical advances in its products and its reputation among customers as a quality provider of products and services and, to a lesser extent, on the basis of price. Although the Company is not aware of any other company that competes with it in all of its product lines, all of its competitors have resources substantially greater than those of the Company. There are also smaller companies that specialize in a limited number of the types of products manufactured by the Company. The Company's primary competitors in the domestic market are Thermo Instrument Systems, Inc. ("Thermo Instrument Systems") and Monitor Labs, Inc. ("Monitor Labs"). In the foreign market, the Company's primary competitors are Thermo Instrument Systems, Monitor Labs and Kimoto Instruments Co. of Japan. All of the Company's competitors also offer a wider range of equipment, monitoring additional pollutants, than does the Company. 8. Technological Obsolescence; Limited Research and Development. The markets served by the Company are characterized by rapid technological advances, downward price pressure in the marketplace as technologies mature, changes in customer requirements and frequent new product enhancements. The Company's business requires substantial ongoing research and development efforts and expenditures, and its future success will depend on its ability to enhance its current products, reduce product costs and develop and introduce new products that keep pace with technological developments in response to evolving customer requirements. The Company's failure to anticipate or respond adequately to technological development or introduction could result in a loss of anticipated future revenues and impair the Company's competitiveness. In the past, the Company has actively engaged in research and development in order to produce new products. A total of 43.5% of the proceeds to be received by the Company upon the exercise of the Warrants and Options, of which there is no assurance, has been allocated for the continuation of the Company's two ongoing research and development projects involving the development of an innovative CEMS and a flue gas purification system. The Company expects to spend only approximately $250,000 of its own funds on research and development, including the foregoing projects, in fiscal 1995 if it fails to receive proceeds from the exercise of the Warrants and Options. Research and development costs were $236,000 in 1994 as compared to $303,000 in 1993, a 22% decrease. 9 10 9. Risks of Foreign Sales. During the last three fiscal years, foreign sales have represented approximately 55% to 70% of the Company's total revenue and are expected to represent a significant portion of the Company's future sales. Foreign sales are subject to numerous risks, including political and economic instability in foreign markets, restrictive trade policies of foreign governments, inconsistent product regulation by foreign agencies or governments, the imposition of product tariffs and the burdens of complying with a wide variety of international and U.S. export laws and differing regulatory requirements. To date, the Company's foreign sales have been transacted in U.S. dollars only. To the extent, however, that future foreign sales are transacted in a foreign currency, the Company would be subject to the risk of losses due to foreign currency fluctuations and difficulties associated with accounts receivable collection. 10. Reliance on Certain Suppliers. While the Company manufactures many components and subsystems for use in its products, other components, including packaging materials, integrated circuits, microprocessors and minicomputers, are purchased from unaffiliated suppliers. The Company is generally not dependent upon any one supplier for any raw material or component which it purchases, and currently there are available alternative sources for such raw materials and components. The Company is currently dependent, however, on a limited number of vendors with respect to the availability and quality of certain key instrument components, such as printed circuit board designs and lamps. A vendor's inability to supply these components to the Company in a timely fashion, or to the Company's satisfaction, can affect the Company's ability to deliver its instruments on time. 11. Limited Marketing Capability. The Company's success depends in large part upon its ability to identify and adequately penetrate the markets for its products. As compared to the Company, most of its competitors have much larger budgets for marketing, advertising and promotion. Proceeds in the amount of $1,000,000 (18.8%) from the exercise of Warrants or Options by the Selling Shareholders, the receipt of which cannot be assured, has been allocated for marketing. This amount of additional funding would nevertheless be insufficient to enable the Company to undertake a comprehensive national or foreign marketing and advertising campaign. The Company has historically lacked the financial, personnel and other resources required to compete with its larger, better-financed competitors in marketing its instruments. 12. Dependence on Key Personnel. Management believes that the Company's success depends in part upon its ability to attract and/or retain highly skilled management, technical and marketing personnel. Loss of the services of Albert E. Gosselin, Jr., President, Chief Executive Officer and Chairman of the Board of Directors of the Company, could adversely affect the development of the Company's business and its ability to realize or sustain profitable operations. However, Mr. Gosselin, together with Cynthia L. Gosselin, the Company's Chief Financial Officer, have employment contracts with the Company. The Company does not maintain key-man life insurance on any of its personnel. 13. Limited Protection of Intellectual Property and Proprietary Rights. The Company regards all or portions of the designs and technologies incorporated into its products as proprietary and attempts to protect them with a combination of trademark and trade secret laws, employee and third-party nondisclosure agreements and similar means. It has generally been the Company's policy to proceed without patent protection since it is management's belief that the disclosure requirements of the federal patent laws provide competitors with easy access to the secrets of rapidly changing technology. Despite these precautions, it may be possible for unauthorized third parties to copy certain portions of the Company's products or to "reverse engineer" or otherwise obtain and use to the Company's detriment information which the Company regards as proprietary. Moreover, the laws of some foreign countries do not afford the same protection to the Company's proprietary rights as do U.S. laws. There can be no assurance, therefore, that any of these 10 11 protections will be adequate or that the Company's competitors will not independently develop technologies that are substantially equivalent or superior to the Company's technologies. 14. Absence of Products Liability Insurance. The Company does not maintain products liability insurance since it does not perceive a risk of liability to which it may be exposed. The Company has never had a products liability claim; however, in the event that the Company experiences a material liability as a result of a products liability claim, such a liability could have a material adverse effect on the Company. 15. Possible Volatility of Stock Price. The trading price of the Company's Common Stock has from time to time fluctuated widely and in the future may be subject to similar fluctuations in response to quarter-to-quarter variations in the Company's operating results, announcements of technological innovations or new products by the Company or its competitors, general conditions in the air pollution monitoring industry in which the Company competes and other events or factors. In addition, in recent years broad stock market indices, in general, and the securities of technology companies, in particular, have experienced substantial price fluctuations. Such broad market fluctuations also may adversely affect the future trading price of the Common Stock. In addition, sales of substantial amounts of shares of Common Stock in the public market following this offering could adversely affect the future trading price of the Common Stock. (See "MARKET INFORMATION.") 16. Possible Dilutive Effect and Other Disadvantages of Outstanding Warrants and Options. As of the date hereof, there are an aggregate of 3,223,497 shares of Common Stock reserved for issuance upon the exercise of outstanding Warrants and Options currently exercisable at prices in a range from $.55 to $2.00. Unless the exercise period of Warrants exercisable to purchase 2,988,497 of such shares of Common Stock is extended, of which there is no assurance, the exercise period of all such Warrants terminates on November 30, 1995, and they will expire, become void and be of no further force or effect at 5:00 p.m., Pacific time, on November 30, 1995. (See "DESCRIPTION OF SECURITIES.") To the extent that the trading price of the Common Stock at the time of the exercise of any such Warrants or Options exceeds the exercise price, such exercise will have a dilutive effect on the Company's shareholders. In connection with the Underwriter's Unit Purchase Warrant (see "DESCRIPTION OF SECURITIES - Underwriter's Warrants"), the Company has undertaken to amend this Prospectus, as required, in order to maintain an effective registration statement to cover the offer and sale of the Common Stock, Underwriter's Warrants and Common Stock issuable upon the exercise of the Underwriter's Warrants. The cost to the Company of maintaining such registration could be substantial and could adversely affect the Company's ability to obtain financing. 17. Dividend Po1icy. The Company plans to retain earnings for the purpose of expanding business opportunities and does not believe it will pay dividends to its shareholders in the foreseeable future. Investors should refrain from purchasing the shares of Common Stock offered hereby if they anticipate the need for immediate or future income from dividends. (See "DESCRIPTION OF SECURITIES - Capital Stock - Common Stock.") 18. Market Price of Common Stock Substantially Below Warrant Exercise Prices. The high and low closing bid quotations in the over-the-counter market reported by the relevant market makers for the Common Stock were $.62 and $.69, respectively, on May 23, 1995. Except for an aggregate of 145,000 shares of the Company's Common Stock issuable upon the exercise at a price of $.55 per share of options held by Messrs. Albert E. Gosselin, Jr., Gary Dudley and Lee Sion (executive officers, directors and/or owners in excess of 5% of the Company's outstanding shares of Common Stock) and 25,000 shares of Common Stock issuable at $.69 per share upon the exercise of a warrant held by Michael Young, all of the Company's outstanding Warrants and Options are exercisable at exercise prices ranging from $1.38 to $2.00. Accordingly, unless the Company's Common Stock trades in the over-the-counter market at prices substantially higher than 11 12 current market prices prior to the expiration of the exercise periods on November 30, 1995, of most of the Company's outstanding Warrants and Options, they will expire worthless and the Company will receive no funds, or only limited funds, from the exercise by the Selling Shareholders of their Warrants or Options, if any. PLAN OF DISTRIBUTION The shares of Common Stock may be offered and sold from time to time by the Selling Shareholders or by pledgees, donees, transferees or other successors in interest. The Selling Shareholders will act independently of the Company in making determinations with respect to the timing, manner and size of each offer or sale. Such sales may be made on the over-the-counter market or otherwise at prices and at terms then prevailing or at prices related to the then current market prices, or in negotiated transactions. The Selling Shareholders may sell shares of Common Stock in any of the following ways: (i) through dealers; (ii) through agents; or (iii) directly to one or more purchasers. The distribution of the shares of Common Stock may be effected from time to time in one or more transactions (which may involve crosses or block transactions) in the over-the-counter market. Any such transaction may be effected at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices. The Selling Shareholders may effect such transactions by selling shares of Common Stock to or through broker-dealers, and such broker-dealers may receive compensation in the form of discounts, concessions or commissions from Selling Shareholders and/or commissions from purchasers of shares of Common Stock for whom they may act as agent. The Selling Shareholders and any broker-dealers or agents which participate in the distribution of Common Stock by them might be deemed to be underwriters and any discounts, commissions or concessions received by any such broker-dealers or agents might be deemed to be underwriting discounts and commissions under the Securities Act. In offering the shares of Common Stock, the Selling Shareholders and any broker-dealers and any other participating broker-dealers which execute sales for the Selling Shareholders may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales, and any profits realized by the Selling Shareholders and the compensation of such broker-dealers may be deemed to be underwriting discounts and commissions. In addition, any shares of Common Stock covered by this Prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this Prospectus. Rule 10b-2 under the Exchange Act prohibits persons who are participating in or financially interested in a distribution of securities from making payments to another person for the solicitation of a third party to purchase the securities that are the subject of the distribution, except that Rule 10b-2 does not apply, among other exceptions, to brokerage transactions not involving the solicitation of customer orders. Rule 10b-6 under the Exchange Act prohibits participants in a distribution from bidding for or purchasing, for an account in which the participant has a beneficial interest, any of the securities that are the subject of the distribution. Rule 10b-7 governs bids and purchases made in order to stabilize the price of a security in connection with a distribution of the security. The public offering of the Common Stock by the Selling Shareholders will terminate on the date on which all shares of Common Stock offered hereby have been sold by the Selling Shareholders, or on such earlier date on which the Company files a post-effective amendment which de-registers all shares of Common Stock then remaining unsold. The Company will pay certain expenses incidental to the offering and sale of the shares of Common Stock to the public estimated to be approximately $28,506. The Company will not pay 12 13 for, among other expenses, selling expenses, underwriting discounts or fees and expenses of counsel for the Selling Shareholders. To the extent required at the time a particular offer of Common Stock by the Selling Shareholders is made, a supplement to this Prospectus will be distributed which will set forth the number of shares of Common Stock being offered and the terms of the offering, including the name or names of any underwriters, dealers, brokers or agents, the purchase price paid by any underwriter for shares of Common Stock purchased from the Selling Shareholders, any discounts, commissions and other items constituting compensation from the Selling Shareholders and any discounts, commissions or concessions allowed or re-allowed to dealers, including the proposed selling price to the public. The Company will not receive any of the proceeds from the sale of shares of Common Stock by the Selling Shareholders. MARKET INFORMATION The Company's Common Stock and Common Stock Purchase Warrants are traded over-the-counter and reported on the NASDAQ National Market System under the symbols "PRCC" and "PRCCW," respectively. Set forth below are the high and low closing bid quotations in the over-the-counter market for the Common Stock and the Common Stock Purchase Warrants as reported by the relevant market makers for fiscal years l994 and 1993 and the quarter ended March 31, 1995. The high and low closing bid quotations in the over-the-counter market reported by the relevant market makers on May 23, 1995, were $.69 and $.62, respectively, for the Common Stock and $.12 and $.09, respectively, for the Common Stock Purchase Warrants. Quotations represent inter-dealer quotations, without adjustment for retail mark-ups, mark-downs or commissions, and may not necessarily represent actual transactions.
Fiscal 1995 Fiscal 1994 Fiscal 1993 Quarter Ended High Bid Low Bid High Bid Low Bid High Bid Low Bid - ------------- ------------------- ------------------- ------------------- Common Stock: March 31 $.69 $.62 $2.38 $1.50 $2.50 $1.12 June 30 N/A N/A 1.95 1.25 2.12 1.25 September 30 N/A N/A 1.25 .75 2.00 1.50 December 31 N/A N/A .78 .44 1.75 1.18 Warrants: March 31 $.12 $.09 .63 .19 .75 .21 June 30 N/A N/A .41 .13 .56 .25 September 30 N/A N/A .25 .13 .53 .37 December 31 N/A N/A .19 .06 .37 .09
As of May 23, 1995, the number of shareholders of record of the Company's Common Stock was 810. The Company has never paid or declared any dividends on its Common Stock and does not anticipate paying dividends in the foreseeable future. The Company cannot predict the market price for the Common Stock upon the commencement or the completion of this offering. Since the market for the Company's Common Stock is thinly traded, the exercise of the Warrants and Options and sales of the underlying shares of Common Stock could cause the Common Stock to trade at levels lower than would otherwise be anticipated. 13 14 DESCRIPTION OF SECURITIES Capital Stock The Company's authorized capital stock consists of 30,000,000 shares of Common Stock, no par value per share (the "Common Stock"), and 20,000,000 shares of preferred stock, $.01 par value per share (the "Preferred Stock"). Common Stock. All shares of Common Stock have equal voting rights and, when validly issued and outstanding, are entitled to one vote per share in all matters to be voted upon by shareholders. The shares of Common Stock have no preemptive, subscription, conversion or redemption rights and may be issued only as fully-paid and nonassessable shares of Common Stock. Cumulative voting in the election of directors is permitted; however, cumulative voting may occur only if a shareholder announces his intention to cumulate his votes prior to the voting, in which case all shareholders may cumulate their votes. In the event of liquidation of the Company, each shareholder is entitled to receive a proportionate share of the Company's assets available for distribution to shareholders after the payment of liabilities and after distribution in full of preferential amounts, if any, to be distributed to holders of the preferred stock. All shares of the Company's Common Stock issued and outstanding are fully-paid and nonassessable. Holders of the shares of Common Stock are entitled to share pro rata in dividends and distributions with respect to the Common Stock, as may be declared by the Board of Directors out of funds legally available therefor. As of May 23, 1995, there were 6,932,662 shares of Common Stock issued and outstanding held of record by 810 shareholders. The Common Stock is traded over-the-counter and reported on the NASDAQ National Market System under the symbol "PRCC." Holders of shares of Common Stock are entitled to share pro rata in dividends and distributions with respect to the Common Stock when, as and if declared by the Board of Directors out of funds legally available therefor. The Company has not paid any dividends on its Common Stock and currently intends to retain earnings, if any, to finance the development and expansion of its business. Future dividend policy is subject to the discretion of the Board of Directors and will depend upon a number of factors, including future earnings, capital requirements and the financial condition of the Company. Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more series as may be determined by the Board of Directors. The voting powers and preferences, the relative rights of each such series and the qualifications, limitations and restrictions thereof shall be established by the Board of Directors, except that no holder of Preferred Stock shall have preemptive rights. The Company has no outstanding Preferred Stock, and the Board of Directors does not plan to issue any for the foreseeable future unless the issuance thereof shall be in the best interests of the Company. Warrants The following description of the warrants (the "Warrants") issued as part of the units (the "Units") in the Company's public offering in 1989 (the "Public Offering") of 1,453,497 Units, each Unit including one share of Common Stock and one Warrant exercisable to purchase one share of Common Stock at an exercise price of $1.75 per share, by J.W. Gant & Associates, Inc. (the "Underwriter") is a brief summary of certain provisions of the Warrants and is qualified in its entirety by the more detailed provisions of the Warrant Agreement between the Company and OTR, Inc., as Warrant Agent, a copy of which is incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form S-1 (File No. 33-26558) of Dasibi Environmental Corp., dated January 17, 1989. The Warrants are traded in the over-the-counter market and reported on the NASDAQ National Market system under the symbol "PRCCW." 14 15 The holder of each Warrant is entitled to receive one share of Common Stock for an exercise price of $1.75 per share. The Company extended, on June 3 and August 27, 1992, and on June 6, 1994, the exercise period of the Warrants, which were initially exercisable through June 29, 1992. As a result of the last extension, the Warrants are now exercisable on or prior to the expiration thereof on November 30, 1995. The shares of Common Stock, when issued upon the exercise of the Warrants in accordance with the terms thereof, will be fully-paid and nonassessable. The Warrants contain provisions that protect the holders thereof against dilution by adjustment of the exercise price in certain events, such as stock dividends and distributions, stock splits, recapitalizations, mergers, consolidations and the issuance of Common Stock or the issuance of options or rights to subscribe for or securities convertible into or exchangeable for Common Stock at a price below the exercise price, except that there will be no adjustment for the issuance of Common Stock upon the exercise of options granted pursuant to the Employees' Incentive Stock Option Plan. The Company is not required to issue fractional shares of Common Stock and, in lieu thereof, will make a cash payment based upon the current market value of such fractional share (determined as the last reported sales price of the Common Stock on NASDAQ, as of the business day prior to the date of exercise). The holder of a Warrant will not possess any rights as a shareholder of the Company unless and until he exercises his Warrant. Underwriter's Warrants The Company sold to the Underwriter for $130 a warrant (the "Unit Purchase Warrant") to purchase up to 130,000 units in connection with the Public Offering. The units subject to the Unit Purchase Warrant were identical to the Units sold in the Public Offering, except that the warrants included therein, together with the additional warrants issued pursuant to the anti-dilution provisions contained in the Unit Purchase Warrant (the "Underwriter's Warrants"), were not subject to redemption by the Company. The Underwriter exercised its Unit Purchase Warrant at a price of $2.10 per unit to purchase 130,000 units, including 130,000 shares of the Company's Common Stock and 130,000 Underwriter's Warrants exercisable to purchase 130,000 shares of Common Stock. Because of the anti-dilution provisions contained in the Unit Purchase Warrant providing for adjustment of the exercise price thereof upon the occurrence of certain events, including recapitalizations, reclassifications, stock dividends, stock splits, stock combinations or similar transactions, the Underwriter received Underwriter's Warrants exercisable to purchase 552,500 shares of the Company's Common Stock in addition to the Underwriter's Warrants exercisable to purchase 130,000 shares of Common Stock received by the Underwriter upon exercise of the Unit Purchase Warrant. In addition, the Unit Purchase Warrant provided for reduction of the exercise price thereunder to any lower price for which shares of Common Stock are issued or at which any warrants, options or other rights to purchase Common Stock are exercisable. The Company agreed to an undertaking in connection with the Public Offering to amend the Prospectus, as required, in order to maintain an effective registration statement to cover the offer and sale by the Underwriter of any units, Common Stock and/or Underwriter's Warrants received by it. The Underwriter's Warrants contained in the units received by the Underwriter upon the exercise of its Unit Purchase Warrant, together with the additional Underwriter's Warrants received by the Underwriter as a result of the anti-dilution provisions contained in the Underwriter's Unit Purchase Warrant, which are exercisable altogether to purchase an aggregate of 682,500 shares of the Company's Common Stock at an exercise price of $1.75 per share, have since been sold, assigned or otherwise transferred by the Underwriter to third parties. The exercise period of the Underwriter's Warrants has been extended through November 30, 1995. 15 16 Consultant Warrant On February 10, 1987, the Company issued a warrant to purchase up to an aggregate of 7,500 shares of Common Stock to Frost and Company P.S. for financial consulting services rendered to the Company in connection with potential acquisitions (the "Consultant Warrant"). The Consultant Warrant was initially exercisable on or before February 10, 1992, at an exercise price of $2.00 per share. The Company has extended the exercise period of the Consultant Warrant through November 30, 1995. Lender's Warrants Kial, Ltd., a Delaware corporation (the "Lender"), received warrants (the "Lender's Warrants") exercisable to purchase up to an aggregate of 75,000 shares of Common Stock as a part of 75,000 units, each unit including one share of Common Stock and one warrant exercisable to purchase one share of Common Stock at an exercise price of $1.75 per share, which were issued to the Lender by the Company in a private placement on January 10, 1989, as additional consideration for an unsecured loan to the Company, bearing interest at an annual rate of 10%, of $150,000. The unpaid principal and accrued interest on the loan was paid by the Company at the closing of the Public Offering and 75,000 units were registered on behalf of the Lender, as a selling security holder, in the registration statement related to the Public Offering. The Lender's Warrants have since been sold, assigned or otherwise transferred to third parties and the exercise period thereof has been extended through November 30, 1995. Private Placement Warrants On or about December 16, 1991, the Company completed a private placement to a total of seven purchasers of an aggregate of 500,000 units, each unit including one warrant exercisable to purchase one share of Common Stock at an exercise price of $1.58 per share during the three-year period from December 1991 through 1994. The seven holders of the warrants, together with the number of shares of the Company's Common Stock issuable upon the exercise of each warrant, included the following: (i) CSC Industries, Inc. and affiliated companies Pension Plans Trust - 150,000 shares; (ii) Richard M. Molinsky - 50,000 shares; (iii) Global Environment Fund - 100,000 shares; (iv) A. Robert Tantleff - 50,000 shares; (v) Stanley Becker - 75,000 shares; (vi) Bruce Lynch - 55,000 shares; and (vii) John Kilmartin - 20,000 shares. The Company granted, on or about September 24, 1992, pro rata to each of the participants in the 1991 private placement named hereinabove, warrants exercisable to purchase additional shares of Common Stock on the basis of a warrant exercisable to purchase .35 share of Common Stock for each warrant exercisable to purchase one share owned of record prior to September 24, 1992. Instead of delivering a warrant certificate representing the right to acquire the additional shares to each such warrantholder, the Company canceled the warrant certificates issued in December 1991 and replaced them with new warrant certificates representing the aggregate number of shares of the Company's Common Stock issuable upon the exercise of the warrants issued in the 1991 private placement and upon the exercise of the additional warrants granted in or about September 1992. The warrantholders named hereinabove who received replacement warrants to purchase an aggregate of 675,000 shares of Common Stock, also exercisable at an exercise price of $1.58 per share, together with the number of shares of the Company's Common Stock issuable upon the exercise of each warrant, include the following: (i) CSC Industries, Inc. and affiliated companies Pension Plans Trust - 202,500 shares; (ii) Richard M. Molinsky - 67,500 shares; (iii) Kingsley & Co. (formerly Global Environment Fund) - 135,000 shares; (iv) A. Robert Tantleff - 67,500 shares; (v) Stanley Becker - 101,250 shares; (vi) Bruce Lynch - 74,250 shares; and (vii) John Kilmartin - 27,000 shares. Effective as of June 6, 1994, the Company extended the exercise period of each such replacement warrant through November 30, 1995. The foregoing description of the warrants is a brief summary of certain provisions thereof and is qualified in its entirety by the more detailed provisions of the Warrants, dated December 1991, copies of which are attached 16 17 to the Registration Statement of which this Prospectus is a part as Exhibits 4.11, 4.13, 4.15, 4.17, 4.19, 4.23 and 4.21 thereto, and are incorporated herein by this reference. Miscellaneous Warrants The Company issued to Marty Williams on January 22, 1990, a warrant exercisable to purchase 40,000 shares of the Company's Common Stock at an exercise price of $1.65 per share on or prior to January 21, 1995. Effective as of June 6, 1994, the Company extended the warrant exercise period through November 30, 1995. On November 25, 1991, the Company issued to Kennedy Capital Management a warrant exercisable to purchase 12,000 shares of Common Stock at an exercise price of $1.58 per share. The initial exercise period of the warrant, through November 25, 1994, has been extended through November 30, 1995. On August 31, 1993, the Company granted to The Equity Group Inc., a public relations firm, a warrant exercisable on or prior to August 31, 1998, to purchase 60,000 shares of the Company's Common Stock at an exercise price of $1.70 per share. The Company, on November 8, 1993, granted a warrant exercisable to purchase, at an exercise price of $1.75 per share, a total of 18,000 shares of the Company's Common Stock to the following individuals and in the following amounts: (i) A. Robert Tantleff - 5,000 shares; (ii) Stanley Becker - 7,500 shares; and (iii) Bruce Lynch - 5,500 shares. The exercise period of the warrants, as extended effective as of June 6, 1994, expires on November 30, 1995. Also on November 8, 1993, the Company granted a warrant exercisable on or prior to November 7, 1998, to purchase 5,000 shares of the Company's Common Stock at an exercise price of $2.00 per share, to Mr. Edward G. Lowell. On May 23, 1991, the Company granted to Michael Young a warrant exercisable on or prior to May 23, 1994, to purchase 25,000 shares of Common Stock at an exercise price of $.69 per share. The Company extended, effective as of June 6, 1994, the exercise period of the warrant through November 30, 1995. The brief descriptions of certain provisions of the warrants set forth hereinabove are qualified in their entirety by the more detailed provisions of the warrants, copies of which are attached to this Registration Statement as Exhibits 4.9, 4.27, 4.29, 4.34, 4.30, 4.32, 4.36 and 4.25, and are incorporated herein by this reference. Transfer Agent, Registrar and Warrant Agent OTR, Inc., 1130 Southwest Morrison, Suite #250, Portland, Oregon 97205, is the Transfer Agent and Registrar for the Common Stock and the Warrant Agent for the Warrants. Options On May 28, 1991, the Company granted options exercisable on or prior to May 28, 2001, to purchase an aggregate of 145,000 shares of Common Stock at an exercise price of $.55 per share to the following individuals, as follows: (i) Lee Sion - 50,000 shares; (ii) Albert E. Gosselin, Jr. - 50,000 shares; and (iii) Gary Dudley - 45,000 shares. Mr. Sion is the record owner of approximately 7.2% (including the aforementioned options) of the issued and outstanding shares of the Company's Common Stock and Messrs. Gosselin and Dudley are executive officers and/or directors of the Company. The terms and conditions of the options are more fully described in the Stock Option Agreements dated May 28, 1991, with the respective optionees named hereinabove, copies of which are incorporated herein by reference to Exhibits 10.13 through 10.15 to the Company's Transition Report on Form 10-K for the transition period ended June 30, 1991. The foregoing brief description of certain provisions of the options is qualified in its entirety by the more detailed provisions of the Stock Option Agreements. The Company also has an option outstanding exercisable by Randy Foy, an employee of the Company, to purchase, at an exercise price of $1.38 per share, 25,000 shares of Common Stock of the Company on or prior to June 30, 1997. The foregoing brief description of this option is qualified in its entirety by reference to the more detailed provisions of the Option to Purchase 17 18 25,000 Shares of Common Stock of Pollution Research and Control Corp., dated as of July 1, 1994, a copy of which is attached as Exhibit 4.37 to the Registration Statement on Form S-3 of which this Prospectus forms a part. LEGAL MATTERS Certain legal matters in connection with the validity of the issuance of the shares of Common Stock of Common Stock being offered hereby will be passed upon for the Company by Patricia Cudd & Associates, 250 Steele Street, Suite #303, Denver, Colorado 80126-5200. EXPERTS The financial statements of the Company are incorporated herein by reference to the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1994. Such financial statements have been audited by Greenberg & Jackson, an Accountancy Corporation, independent auditors, as stated in their report which is incorporated herein by reference. 18 19 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following is an itemized statement of the expenses incurred in connection with this Registration Statement and the issuance and distribution of the shares of Common Stock being registered hereby. All such expenses will be paid by the Company. Securities and Exchange Commission registration fee . . . . . . $ 604 NASD fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 402 Legal fees and expenses . . . . . . . . . . . . . . . . . . . . $12,500 Accounting fees and expenses . . . . . . . . . . . . . . . . . . $ 3,000 Blue sky fees and expenses . . . . . . . . . . . . . . . . . . . $ 4,000 Transfer agent fees and expenses . . . . . . . . . . . . . . . . $ 3,000 Printing, electronic filing and engraving expenses . . . . . . . $ 3,000 Miscellaneous expenses . . . . . . . . . . . . . . . . . . . . . $ 2,000 ------- TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $28,506
All of the above items except the Securities and Exchange Commission registration and NASD fees are estimates. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Company's Articles of Incorporation, as amended, provide for (i) the elimination of directors' liability for monetary damages for certain breaches of their fiduciary duties to the Company and its shareholders as permitted by California law; and (ii) permit the indemnification by the Company to the fullest extent under California law. At present, there is no pending litigation or proceeding involving a director or officer of the Company as to which indemnification is being sought. Section 317 of the California Corporations Code, as amended, provides for the indemnification of the officers, directors and controlling persons of a corporation as follows: "(a) For the purposes of this section, "agent" means any person who is or was a director officer, employee or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation; "proceeding" means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and "expenses" includes without limitation attorneys' fees and any expenses of establishing a right to indemnification under subdivision (d) or paragraph (3) of subdivision (e). (b) A corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor, an action brought under Section 9243, or an action brought by the Attorney General pursuant to Section 9230) by reason of the fact that such person is or was an agent of the corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such 19 20 person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person believed to be in the best interests of the corporation or that the person had reasonable cause to believe that the person's conduct was unlawful. (c) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the corporation, or brought under Section 9243, or brought by the Attorney General pursuant to Section 9230, to procure a judgment in its favor by reason of the fact that such person is or was an agent of the corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if the person acted in good faith, in a manner in which such person believed to be in the best interests of the corporation and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances. No indemnification shall be made under this subdivision: (1) In respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation in the performance of such person's duty to the corporation, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall determine; (2) Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or (3) Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval unless it is settled with the approval of the Attorney General. (d) To the extent that an agent of a corporation has been successful on the merits in defense of any proceeding referred to in subdivision (b) or (c) or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith. (e) Except as provided in subdivision (d), any indemnification under this section shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in either subdivision (b) or (c) by: (1) A majority vote of a quorum consisting of directors who are not parties to such proceedings; (2) Approval of the members (Section 5034), with the persons to be indemnified not being entitled to vote thereon; or (3) The court in which such proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney or other person is approved by the corporation. (f) Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or 20 21 on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this section. (g) No provision made by a corporation to indemnify its or its subsidiary's directors or officers for the defense of any proceeding, whether contained in the articles, bylaws, a resolution of members or directors, an agreement or otherwise, shall be valid unless consistent with this section. Nothing contained in this section shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise. (h) No indemnification or advance shall be made under this section, except as provided in subdivision (d) or paragraph (3) of subdivision (e), in any circumstances where it appears that: (1) It would be inconsistent with a provision of the articles, bylaws, a resolution of the members or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or (2) It would be inconsistent with any condition expressly imposed by a court in approving a settlement. (i) A corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of this section; provided, however, that a corporation shall have no power to purchase and maintain such insurance to indemnify any agent of the corporation for a violation of Section 9243. (j) This section does not apply to any proceeding against any trustee, investment manager or other fiduciary of an employee benefit plan in such person's capacity as such, even though such person may also be an agent as defined in subdivision (a) of the employer corporation. A corporation shall have power to indemnify such trustee, investment manager or other fiduciary to the extent permitted by subdivision (f) or Section 207." ITEM 16. EXHIBITS. The Exhibit Index commences on page 25. ITEM 17. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; 21 22 (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. 22 23 SIGNATURES In accordance with Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: May 26, 1995 POLLUTION RESEARCH AND CONTROL CORP. (Registrant) By: /s/ Albert E. Gosselin, Jr. ---------------------------------- Albert E. Gosselin, Jr., President, Chief Executive Officer and Chairman of the Board of Directors POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Albert E. Gosselin, Jr., and Cynthia L. Gosselin, or either one of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Date: May 26, 1995 /s/ Albert E. Gosselin, Jr. ------------------------------------------- Albert E. Gosselin, Jr., President, Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) Date: May 26, 1995 /s/ Cynthia L. Gosselin ------------------------------------------- Cynthia L. Gosselin, Chief Financial Officer (Principal Financial and Accounting Officer) Date: May 26, 1995 /s/ Barbara L. Gosselin ------------------------------------------- Barbara L. Gosselin, Director 23 24 Date: May 26, 1995 /s/ Gary L. Dudley -------------------------------------- Gary L. Dudley, Director Date: May 26, 1995 /s/ Marcia Smith -------------------------------------- Marcia Smith, Director Date: May 26, 1995 /s/ Craig E. Gosselin -------------------------------------- Craig E. Gosselin, Director 24 25 EXHIBIT INDEX The following Exhibits are filed as part of this Registration Statement on Form S-3 or are incorporated herein by reference.
ITEM PAGE NUMBER DESCRIPTION NUMBER - ------ --------------------------------------------------------------- ------ 4.1 Form of Warrant Agreement. (Incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form S-1 (File No. 33-26558) of Pollution Research and Control Corp., dated January 17, 1989.) 4.2 Form of Unit Purchase Warrant. (Incorporated herein by reference to Exhibit 4.2 to the Registration Statement on Form S-1 (File No. 33-26558) of Pollution Research and Control Corp., dated January 17, 1989.) 4.3 Form of Stock Purchase Warrant. (Incorporated herein by reference to Exhibit 4.3 to the Registration Statement on Form S-1 (File No. 33-26558) of Pollution Research and Control Corp., dated January 17, 1989.) 4.4 Warrant to Purchase 7,500 shares of Common Stock issued to Frost & Company P.S. on February 10, 1987. (Incorporated herein by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (File No. 33-26558) of Pollution Research and Control Corp., dated January 17, 1989.) 4.5 Stock Option Agreement, dated May 28, 1991, between Pollution Research and Control Corp. and Lee Sion. (Incorporated herein by reference to Exhibit 10.14 to the Transition Report on Form 10-K for the transition period ended June 30, 1991.) 4.6 Stock Option Agreement, dated May 28, 1991, between Pollution Research and Control Corp. and Albert E. Gosselin, Jr. (Incorporated herein by reference to Exhibit 10.15 to the Transition Report on Form 10-K for the transition period ended June 30, 1991.) 4.7 Stock Option Agreement, dated May 28, 1991, between Pollution Research and Control Corp. and Gary L. Dudley. (Incorporated herein by reference to Exhibit 10.13 to the Transition Report on Form 10-K for the transition period ended June 30, 1991.) 4.8 Agreement, dated March 5, 1992, between Pollution Research and Control Corp. and Lee Sion. (Incorporated herein by reference to Exhibit 10.27 to the Annual Report on Form 10-K for the fiscal year ended December 31, 1992.) 4.9* Warrant to Purchase 40,000 Shares of Common Stock of Pollution Research and Control Corp., dated January 22, 1990, issued to Marty Williams.
25 26 4.10* Amendment to Warrant to Purchase Common Stock of Pollution Research and Control Corp. of Marty Williams, dated effective June 6, 1994. 4.11* Warrant to Purchase 202,500 Shares of Common Stock of Pollution Research and Control Corp., dated December 2, 1991, issued to CSC Industries, Inc. and affiliated companies Pension Plans Trust. 4.12* Amendment to Warrant to Purchase Common Stock of Pollution Research and Control Corp. of CSC Industries, Inc. and affiliated companies Pension Plans Trust, dated effective June 6, 1994. 4.13* Warrant to Purchase 67,500 Shares of Common Stock of Pollution Research and Control Corp., dated December 8, 1991, issued to Richard M. Molinsky. 4.14* Amendment to Warrant to Purchase Common Stock of Pollution Research and Control Corp. of Richard M. Molinsky, dated effective June 6, 1994. 4.15* Warrant to Purchase 135,000 Shares of Common Stock of Pollution Research and Control Corp., dated December 11, 1991, issued to Kingsley & Co. (formerly Global Environment Fund). 4.16* Amendment to Warrant to Purchase Common Stock of Pollution Research and Control Corp. of Kingsley & Co. (formerly Global Environment Fund), dated effective June 6, 1994. 4.17* Warrant to Purchase 67,500 Shares of Common Stock of Pollution Research and Control Corp., dated December 13, 1991, issued to Robert Tantleff. 4.18* Amendment to Warrant to Purchase Common Stock of Pollution Research and Control Corp. of A. Robert Tantleff, dated effective June 6, 1994. 4.19* Warrant to Purchase 101,250 Shares of Common Stock of Pollution Research and Control Corp., dated December 16, 1991, issued to Stanley Becker. 4.20* Amendment to Warrant to Purchase Common Stock of Pollution Research and Control Corp. of Stanley Becker, dated effective June 6, 1994. 4.21* Warrant to Purchase 27,000 Shares of Common Stock of Pollution Research and Control Corp., dated December 16, 1991, issued to John Kilmartin. 4.22* Amendment to Warrant to Purchase Common Stock of Pollution Research and Control Corp. of John Kilmartin, dated effective June 6, 1994.
26 27 4.23* Warrant to Purchase 74,250 Shares of Common Stock of Pollution Research and Control Corp., dated December 16, 1991, issued to Bruce Lynch. 4.24* Amendment to Warrant to Purchase Common Stock of Pollution Research and Control Corp. of Bruce Lynch, dated effective June 6, 1994. 4.25* Warrant to Purchase 25,000 Shares of Common Stock of Pollution Research and Control Corp. of Michael Young dated May 24, 1991. 4.26* Amendment to Warrant to Purchase Common Stock of Pollution Research and Control Corp. of Michael Young, dated effective June 6, 1994. 4.27* Warrant to Purchase 12,000 Shares of Common Stock of Pollution Research and Control Corp. of Kennedy Capital Management dated November 26, 1991. 4.28* Amendment to Warrant to Purchase Common Stock of Pollution Research and Control Corp. of Kennedy Capital Management, dated effective June 6, 1994. 4.29* Pollution Control and Research Corp. Common Stock Purchase Warrant for the Purchase of 60,000 Shares of The Equity Group Inc. dated August 31, 1993. 4.30* Warrant to Purchase 7,500 Shares of Common Stock of Pollution Research and Control Corp. of Stanley Becker dated November 8, 1993. 4.31* Amendment to Warrant to Purchase Common Stock of Pollution Research and Control Corp. of Stanley Becker, dated effective June 6, 1994. 4.32* Warrant to Purchase 5,500 Shares of Common Stock of Pollution Research and Control Corp. of Bruce Lynch dated November 8, 1993. 4.33* Amendment to Warrant to Purchase Common Stock of Pollution Research and Control Corp. of Bruce Lynch, dated effective June 6, 1994. 4.34* Warrant to Purchase 7,500 Shares of Common Stock of Pollution Research and Control Corp. of Robert Tantleff dated November 8, 1993. 4.35* Amendment to Warrant to Purchase Common Stock of Pollution Research and Control Corp. of Robert Tantleff, dated effective June 6, 1994. 4.36* Warrant to Purchase 5,000 Shares of Common Stock of Pollution Research and Control Corp. of Edward G. Lowell dated November 8, 1993.
27 28 4.37* Option to Purchase 25,000 Shares of Common Stock of Pollution Research and Control Corp. of Randy Foy dated as of July 4, 1994. 4.38* Amendment to Warrant to Purchase Common Stock of Pollution Research and Control Corp. of Frost and Company P.S., dated effective February 9, 1992. 4.39* Amendment to Warrant to Purchase Common Stock of Pollution Research and Control Corp. of Kial, Ltd., dated effective January 9, 1992. 5.0* Opinion and Consent of Patricia Cudd & Associates. 23.1* Consent of Patricia Cudd & Associates (included in Exhibit 5.0 hereto). 23.2* Consent of Greenberg & Jackson, an Accountancy Corporation, independent auditors. 25.0* Power of Attorney (included on the signature page hereto).
- ------------------ * Filed herewith. 28 EX-4.9 2 WARRANT TO PURCHASE, DATED 1/22/90 M. WILLIAMS 1 EXHIBIT 4.9 2 THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND THUS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THAT ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE SECURITIES LAW OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS AVAILABLE. WARRANT TO PURCHASE 40,000 SHARES OF COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. FROM JANUARY 22, 1990 VOID AFTER 5:00 P.M., LOS ANGELES TIME, ON JANUARY 21, 1995 This certifies that Marty Williams, or registered assigns, is entitled, subject to the terms set forth below, to purchase from Pollution Research and Control Corp., a California corporation (the "Company"), the above number of fully paid and nonassessable shares of Common Stock of the Company ("Common Stock") at a purchase price of One Dollar and Sixty-Five Cents ($1.65) per share ("Purchase Price"). The Purchase Price and number of shares of Common Stock issuable upon exercise hereof shall be subject to adjustment as provided in this Warrant. This Warrant is exercisable at any time, or from time to time, to and including 5:00 p.m., Los Angeles time, on January 21, 1995, unless sooner exercise is required pursuant to the terms of this Warrant. Registered Owner: Marty Williams Purchase Price: $1.65 per Share 1 3 1. DEFINITIONS. As used in this Warrant, the following terms, unless the context otherwise requires, have the following meanings: 1.1 "Company" includes any corporation which shall succeed to or assume the obligations of the Company under this Warrant. 1.2 "Common Stock," when used with reference to stock of the Company, means all shares, now or hereafter authorized, of the class of the Common Stock of the Company presently authorized and stock of any other class into which those shares may hereafter be changed. 1.3 The terms "Warrant holder," "holder of this Warrant," "holder," or similar terms when the context refers to a holder of the Warrant, refers to any person who shall at the time be the registered holder of the Warrant. 2. EXERCISE. The holder of this Warrant may exercise it in full by surrender of this Warrant, with the form of subscription at the end of this Warrant duly executed by the holder, to the Company at its principal office, accompanied by payment in the amount obtained by multiplying the Purchase Price by the number of shares of Common Stock specified on the face of this Warrant as may be adjusted pursuant to the terms of this Warrant. Payment shall be made in cash, cashier's or certified check payable to the Company, by the surrender of any notes of the Company having an unpaid principal and interest balance at least equal to such payment (designating the portion of such balance to be applied), or by any combination of such methods. The holder of this Warrant may exercise it in part by surrendering it, accompanied by payment as provided above, except that the amount payable by the holder on such partial exercise shall be the amount obtained by multiplying the Purchase Price by the number of shares of Common Stock (without giving effect to any adjustment of that number) designated by the holder in a written statement accompanying this Warrant. On partial exercise, the Company shall, unless this Warrant has expired, promptly issue and deliver to the holder of this Warrant a new Warrant or Warrants of like tenor and dated the date hereof in the name of that holder providing for the right to purchase that number of shares of Common Stock (without giving effect to any adjustment of that number) for which this Warrant has not been exercised. In the event the Common Stock issuable upon exercise of this Warrant is not then registered under the Securities Act of 1933, as amended, the holder of this Warrant shall, upon exercise of this Warrant, deliver to the Company an investor's certificate with respect to such shares to the effect that such shares are being acquired for investment purposes only and for its own account, and not as a nominee or agent for any other person and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 2 4 1933, as amended. 3. ISSUANCE OF CERTIFICATES. As soon as possible after full or partial exercise of this Warrant, the Company, at its expense, will cause to be issued in the name of and delivered to the holder of this Warrant, a certificate, or certificates, for the number of fully paid and nonassessable shares of Common Stock to which that holder shall be entitled on such exercise, together with any other securities and property to which that holder is entitled on such exercise under the terms of this Warrant. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Purchase Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment 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 close of business on the next succeeding date on which the stock transfer books are open. No fractional share will be issued on exercise of rights to purchase under this Warrant. If on any exercise of this Warrant, a fraction of a share results, the Company will pay the cash value of that fractional share, calculated on the basis of the Purchase Price. 4. SUBDIVISIONS OR COMBINATIONS. If, at any time during the term hereof, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up, then, immediately following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the number of shares of Common Stock issuable upon exercise of this Warrant shall be increased and the Purchase Price shall be decreased in proportion to such increase in outstanding shares. If at any time during the term hereof the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, immediately following the record date for such combination, the number of shares of Common Stock issuable upon exercise of this Warrant shall be decreased and the Purchase Price shall be increased in proportion to such decrease in outstanding shares. If the Company shall, at any time, subdivide or combine its outstanding shares of Common Stock, pay a dividend of other securities to the holders of such shares, or pay a dividend of shares of Common Stock to holders of any such stock of the Company of any class, this Warrant shall, after that subdivision, combination, or dividend, evidence the right to purchase the number of shares of Common Stock or other securities that would have been issuable to the holder of this Warrant as a result of that subdivision, combination or dividend with respect to the shares of Common Stock which were purchasable under this Warrant immediately before that subdivision, combination, or dividend or any record date thereafter. If the Company shall at any time subdivide the outstanding shares of Common Stock, the Purchase Price then in effect immediately before that subdivision shall be proportionately 3 5 decreased, and, if the Company shall at any time combine the outstanding shares of Common Stock, the Purchase Price then in effect immediately before that combination shall be proportionately increased. Any judgment under this Section 4 shall become effective at the close of business on the date the subdivision, combination or dividend becomes effective retroactive to the record date therefor, if any. 5. REORGANIZATION, RECLASSIFICATION. If the Common Stock issuable on exercise of this Warrant shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares provided for above), the holder of this Warrant shall, on its exercise, be entitled to purchase, in lieu of the Common Stock which that holder would have become entitled to purchase but for such change, a number of shares of such other class or classes of stock which the holder of this Warrant would have owned or have been entitled to receive after such change, had this Warrant been exercised immediately before that change or any record date therefor. 6. CONSOLIDATION, MERGERS. If at any time there shall be a capital reorganization of the Common Stock issuable upon exercise of this Warrant (other than a combination, reclassification, exchange or subdivision of shares provided for elsewhere in this Warrant) or a merger or consolidation of the Company with or into another corporation, or the sale of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, or sale, lawful provision shall be made so that the holder of this Warrant shall thereafter be entitled to receive on exercise of this Warrant, during the period specified in this Warrant and on payment of the Purchase Price then in effect, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable on exercise of this Warrant would have been entitled on such capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the holder of this Warrant after the reorganization, merger, consolidation, or sale such that the provisions of this Warrant (including adjustments of the Purchase Price then in effect and number of shares purchasable on exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event on exercise of this Warrant. 7. NOTICE. The Company shall promptly give written notice of each adjustment of the Purchase Price or the number of shares of Common Stock or other securities issuable on exercise of this Warrant, by certified mail, return receipt requested, postage prepaid, to the registered holder of this Warrant at that holder's address as shown on the Company's books. The notice shall 4 6 state the adjustment and show in reasonable detail the facts on which that adjustment is based. If (i) the Company shall pay any dividend payable in stock on its Common Stock or make any other distributions to the holders of its Common Stock (other than a dividend in Common Stock exempt from the adjustment provisions of this Warrant), or (ii) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights, or (iii) there shall be any capital reorganization or reclassification of the Company's Common Stock or consolidation or merger of the Company with or into another corporation, or (iv) there shall be any sale of all or substantially all of the Company's properties and assets, or (v) there shall be a voluntary or involuntary dissolution, liquidation, or winding up of the Company, or (vi) the Company shall have received an offer approved by the Board of Directors to purchase all or substantially all of its assets; then, in each case, the Company shall give at least 15 calendar days prior written notice (by certified mail, return receipt requested) to the registered holder of this Warrant at the address of that holder shown on the books of the Company, of the date as of which the books of the Company shall close or a record shall be taken for such dividend, distribution, or subscription rights, or the date as of which the reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up shall take place. That notice shall also specify the date as of which the holders of the Common Stock of record shall participate in that dividend, distribution, or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable on such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up (on which date, in the event of voluntary or involuntary dissolution, liquidation, or winding up of the Company, or consolidation or merger in which the Company is not a surviving entity or becomes a wholly-owned subsidiary, the right to exercise this Warrant shall cease). 8. LIMITS ON ADJUSTMENT AND SUBSEQUENT EVENTS. No adjustment hereunder shall be made in an amount less than $.25 in the case of an adjustment to the Purchase Price and one tenth of one share in the case of an adjustment in the number of shares of Common Stock purchasable hereunder, but any such amount shall be carried forward and shall be given effect in the next adjustment. 9. COVENANTS. The Company covenants that it will not, by amendment of its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action avoid, or seek to avoid, the observance or performance of any of the terms of this Warrant, but will, at all times and in good faith, assist in carrying out all those terms and in taking all action necessary or appropriate to protect the rights of the holder of this Warrant against other impairment. Without limiting the generality of the above provision, the Company: (i) will take all necessary or appropriate action in order that the Company may 5 7 validly and legally issue fully paid and nonassessable shares of Common Stock on exercise of this Warrant; (ii) will not increase the par value of the shares of Common Stock receivable on the exercise of this Warrant above the amount payable for those shares on such exercise; and (iii) will at all times reserve and keep available, solely for issuance upon exercise of this Warrant, all shares of Common Stock or other securities from time to time issuable upon exercise of this Warrant. 10. CHANGES IN WARRANT. The form of this Warrant need not be changed because of any adjustment in the Purchase Price or in the number of shares of Common Stock purchasable upon its exercise. A Warrant issued after any such adjustment or any partial exercise or in replacement may continue to express the same Purchase Price and the same number of shares of Common Stock (appropriately reduced in the case of partial exercise) as are stated on the face of this Warrant as initially issued, and that Purchase Price and the number of shares shall be considered to have been so changed as of the close of business on the date of adjustment. 11. LOST CERTIFICATES. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant, upon delivery of any indemnity agreement or bond reasonably satisfactory in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company, at its expense, will execute and deliver, in lieu of this Warrant, a new Warrant of like tenor. 12. TRANSFERABILITY. This Warrant shall not be transferred or assigned unless the Company receives an opinion of counsel reasonably acceptable to the Company (which counsel may be counsel for the Company), stating that such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and the registration and qualification requirements under applicable state law. 13. GOVERNING LAW. This Warrant shall be governed by and construed and enforced in accordance with the laws of California. 14. TAXES. 6 8 The Company shall pay all documentary, stamp or other transactional taxes attributable to the issuance or delivery of shares of Common Stock of the Company upon exercise of all or any part of this Warrant, provided, however, that the Company shall not be required to pay any taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares in a name other than that of the holder of this Warrant. 15. RIGHTS OF WARRANT HOLDER. No holder of this Warrant, as such, shall be entitled to vote or receive dividends or be considered a shareholder of the Company for any purpose, nor shall anything in this Warrant be construed to confer on any holder of this Warrant, as such, any rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action, to receive notice of meetings of shareholders, to receive dividends or subscription rights or otherwise. DATED: January 22, 1990 The Company: POLLUTION RESEARCH AND CONTROL [SEAL] CORP., a California corporation BY: /s/ Albert E. Gosselin, Jr. -------------------------------------------- Albert E. Gosselin, Jr., President and Chief Executive Officer 7 9 SUBSCRIPTION FORM TO: POLLUTION RESEARCH AND CONTROL CORP. The undersigned, the holder of the attached Warrant, hereby irrevocably elects to exercise the purchase right represented by that Warrant for, and to purchase under that Warrant, ___________ shares of Common Stock of POLLUTION RESEARCH AND CONTROL CORP., and herewith makes payment of and requests that the certificates for those shares be issued in the name of, and delivered to ________________________________________________________________, whose address is ____________________________________________________________ and if said number of shares shall not be all the shares now purchasable under the attached Warrant, the undersigned hereby requests that a new certificate be registered in the name of and delivered to the undersigned for the balance of the shares purchasable under the attached Warrant. DATED: ______________________ _____________________________________________ (Signature) _____________________________________________ _____________________________________________ Note: The above signature must correspond with the name written upon the face of the attached Warrant Certificate unless the Warrant has been properly and lawfully assigned. 8 EX-4.10 3 AMEND. TO WARRANT TO PURCHASE; M. WILLIAMS 1 EXHIBIT 4.10 2 AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. Pollution Research and Control Corp., 506 Paula Avenue, Glendale, California 91201 (the "Company"), hereby agrees, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, to extend through 5:00 p.m., Los Angeles time, on November 30, 1995, that certain Warrant to Purchase Common Stock, a copy of which is attached hereto and incorporated herein by this reference, of the Holder, as hereinafter defined, entitling the Holder to purchase from the Company the number of Shares of Common Stock of the Company at the Purchase Price, both as set forth below, on or prior to the Expiration Date, as hereinafter defined. 1. Definitions. As used in this Amendment to Warrant to Purchase Common Stock (the "Amendment"), the following terms shall mean: (a) "Holder" - Marty Williams. (b) "Shares of Common Stock" - 40,000 shares. (c) "Purchase Price" - $1.65 per share. (d) "Expiration Date" - 5:00 p.m., Los Angeles time, on January 21, 1995. 2. Notices to Holder. Nothing contained in this Amendment shall be construed as conferring upon the Holder hereof the right to vote or to consent or to receive notice as a shareholder in respect of any meetings of shareholders for the election of directors or any other matter or as having any rights whatsoever as a shareholder of the Company. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly made when delivered or mailed by registered or certified mail, postage prepaid, return receipt requested: (a) If to the Holder, to the address of such Holder as shown on the books of the Company; or (b) If to the Company, to the address set forth hereinabove. 3. Change; Waiver. Neither this Amendment nor any term hereof may be changed, waived, discharged or terminated verbally but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. 4. Law Governing. This Amendment shall for all purposes be construed and enforced in accordance with, and governed by, the internal laws of the State of California, without giving effect to principles of conflict of laws. IN WITNESS WHEREOF, the Company has caused this Amendment to be signed by its duly authorized officer and to be effective as of June 6, 1994. POLLUTION RESEARCH AND CONTROL CORP. By: /s/ Albert E. Gosselin, Jr. ---------------------------------- Albert E. Gosselin, Jr., President EX-4.11 4 WARRANT TO PURCHASE 202,500, 12/2/91 CSC IND. 1 EXHIBIT 4.11 2 THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND THUS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THAT ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE SECURITIES LAW OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS AVAILABLE. [ART] "Living Depends On Us" WARRANT TO PURCHASE 202,500 SHARES OF COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. FROM DECEMBER 2, 1991 VOID AFTER 5:00 P.M., LOS ANGELES TIME, ON DECEMBER 1, 1994 This certifies that CSC Industries or registered assigns, is entitled, subject to the terms set forth below, to purchase from Pollution Research and Control Corp., a California corporation (the "Company"), the above number of fully paid and nonassessable shares of Common Stock of the Company ("Common Stock") at a purchase price of One Dollar and Fifty-Eight Cents ($1.58) per share ("Purchase Price"). The Purchase Price and number of shares of Common Stock issuable upon exercise hereof shall be subject to adjustment as provided in this Warrant. This Warrant is exercisable at any time, or from time to time, to and including 5:00 p.m., Los Angeles time, on December 1, 1994, unless sooner exercise is required pursuant to the terms of this Warrant. Registered Owner: CSC Industries Purchase Price: $1.58 per Share 1 3 1. DEFINITIONS. As used in this Warrant, the following terms, unless the context otherwise requires, have the following meanings: 1.1 "Company" includes any corporation which shall succeed to or assume the obligations of the Company under this Warrant. 1.2 "Common Stock," when used with reference to stock of the Company, means all shares, now or hereafter authorized, of the class of the Common Stock of the Company presently authorized and stock of any other class into which those shares may hereafter be changed. 1.3 The terms "Warrant holder," "holder of this Warrant," "holder," or similar terms when the context refers to a holder of the Warrant, refers to any person who shall at the time be the registered holder of the Warrant. 2. EXERCISE. The holder of this Warrant may exercise it in full by surrender of this Warrant, with the form of subscription at the end of this Warrant duly executed by the holder, to the Company at its principal office, accompanied by payment in the amount obtained by multiplying the Purchase Price by the number of shares of Common Stock specified on the face of this Warrant as may be adjusted pursuant to the terms of this Warrant. Payment shall be made in cash, cashier's or certified check payable to the Company, by the surrender of any notes of the Company having an unpaid principal and interest balance at least equal to such payment (designating the portion of such balance to be applied), or by any combination of such methods. The holder of this Warrant may exercise it in part by surrendering it, accompanied by payment as provided above, except that the amount payable by the holder on such partial exercise shall be the amount obtained by multiplying the Purchase Price by the number of shares of Common Stock (without giving effect to any adjustment of that number) designated by the holder in a written statement accompanying this Warrant. On partial exercise, the Company shall, unless this Warrant has expired, promptly issue and deliver to the holder of this Warrant a new Warrant or Warrants of like tenor and dated the date hereof in the name of that holder providing for the right to purchase that number of shares of Common Stock (without giving effect to any adjustment of that number) for which this Warrant has not been exercised. In the event the Common Stock issuable upon exercise of this Warrant is not then registered under the Securities Act of 1933, as amended, the holder of this Warrant shall, upon exercise of this Warrant, deliver to the Company an investor's certificate with respect to such shares to the effect that such shares are being acquired for investment purposes only and for its own account, and not as a nominee or agent for any other person and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933, as amended. 2 4 3. ISSUANCE OF CERTIFICATES. As soon as possible after full or partial exercise of this Warrant, the Company, at its expense, will cause to be issued in the name of and delivered to the holder of this Warrant, a certificate, or certificates, for the number of fully paid and nonassessable shares of Common Stock to which that holder shall be entitled on such exercise, together with any other securities and property to which that holder is entitled on such exercise under the terms of this Warrant. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Purchase Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment 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 close of business on the next succeeding date on which the stock transfer books are open. No fractional share will be issued on exercise of rights to purchase under this Warrant. If on any exercise of this Warrant, a fraction of a share results, the Company will pay the cash value of that fractional share, calculated on the basis of the Purchase Price. 4. SUBDIVISIONS OR COMBINATIONS. If, at any time during the term hereof, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up, then, immediately following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the number of shares of Common Stock issuable upon exercise of this Warrant shall be increased and the Purchase Price shall be decreased in proportion to such increase in outstanding shares. If at any time during the term hereof the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, immediately following the record date for such combination, the number of shares of Common Stock issuable upon exercise of this Warrant shall be decreased and the Purchase Price shall be increased in proportion to such decrease in outstanding shares. If the Company shall, at any time, subdivide or combine its outstanding shares of Common Stock, pay a dividend of other securities to the holders of such shares, or pay a dividend of shares of Common Stock to holders of any such stock of the Company of any class, this Warrant shall, after that subdivision, combination, or dividend, evidence the right to purchase the number of shares of Common Stock or other securities that would have been issuable to the holder of this Warrant as a result of that subdivision, combination or dividend with respect to the shares of Common Stock which were purchasable under this Warrant immediately before that subdivision, combination, or dividend or any record date thereafter. If the Company shall at any time subdivide the outstanding shares of Common Stock, the Purchase Price then in effect immediately before that subdivision shall be proportionately decreased, and, if the Company shall at any time combine the outstanding shares of Common Stock, the Purchase Price then in effect immediately before that combination shall be 3 5 proportionately increased. Any judgment under this Section 4 shall become effective at the close of business on the date the subdivision, combination or dividend becomes effective retroactive to the record date therefor, if any. 5. REORGANIZATION, RECLASSIFICATION. If the Common Stock issuable on exercise of this Warrant shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares provided for above), the holder of this Warrant shall, on its exercise, be entitled to purchase, in lieu of the Common Stock which that holder would have become entitled to purchase but for such change, a number of shares of such other class or classes of stock which the holder of this Warrant would have owned or have been entitled to receive after such change, had this Warrant been exercised immediately before that change or any record date therefor. 6. CONSOLIDATION, MERGERS. If at any time there shall be a capital reorganization of the Common Stock issuable upon exercise of this Warrant (other than a combination, reclassification, exchange or subdivision of shares provided for elsewhere in this Warrant) or a merger or consolidation of the Company with or into another corporation, or the sale of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, or sale, lawful provision shall be made so that the holder of this Warrant shall thereafter be entitled to receive on exercise of this Warrant, during the period specified in this Warrant and on payment of the Purchase Price then in effect, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable on exercise of this Warrant would have been entitled on such capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the holder of this Warrant after the reorganization, merger, consolidation, or sale such that the provisions of this Warrant (including adjustments of the Purchase Price then in effect and number of shares purchasable on exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event on exercise of this Warrant. 7. NOTICE. The Company shall promptly give written notice of each adjustment of the Purchase Price or the number of shares of Common Stock or other securities issuable on exercise of this Warrant, by certified mail, return receipt requested, postage prepaid, to the registered holder of this Warrant at that holder's address as shown on the Company's books. The notice shall state the adjustment and show in reasonable detail the facts on which that adjustment is based. 4 6 If (i) the Company shall pay any dividend payable in stock on its Common Stock or make any other distributions to the holders of its Common Stock (other than a dividend in Common Stock exempt from the adjustment provisions of this Warrant), or (ii) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights, or (iii) there shall be any capital reorganization or reclassification of the Company's Common Stock or consolidation or merger of the Company with or into another corporation, or (iv) there shall be any sale of all or substantially all of the Company's properties and assets, or (v) there shall be a voluntary or involuntary dissolution, liquidation, or winding up of the Company, or (vi) the Company shall have received an offer approved by the Board of Directors to purchase all or substantially all of its assets; then, in each case, the Company shall give at least 15 calendar days prior written notice (by certified mail, return receipt requested) to the registered holder of this Warrant at the address of that holder shown on the books of the Company, of the date as of which the books of the Company shall close or a record shall be taken for such dividend, distribution, or subscription rights, or the date as of which the reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up shall take place. That notice shall also specify the date as of which the holders of the Common Stock of record shall participate in that dividend, distribution, or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable on such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up (on which date, in the event of voluntary or involuntary dissolution, liquidation, or winding up of the Company, or consolidation or merger in which the Company is not a surviving entity or becomes a wholly-owned subsidiary, the right to exercise this Warrant shall cease). 8. LIMITS ON ADJUSTMENT AND SUBSEQUENT EVENTS. No adjustment hereunder shall be made in an amount less than $.25 in the case of an adjustment to the Purchase Price and one tenth of one share in the case of an adjustment in the number of shares of Common Stock purchasable hereunder, but any such amount shall be carried forward and shall be given effect in the next adjustment. 9. COVENANTS. The Company covenants that it will not, by amendment of its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action avoid, or seek to avoid, the observance or performance of any of the terms of this Warrant, but will, at all times and in good faith, assist in carrying out all those terms and in taking all action necessary or appropriate to protect the rights of the holder of this Warrant against other impairment. Without limiting the generality of the above provision, the Company: (i) will take all necessary or appropriate action in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on exercise of this Warrant; 5 7 (ii) will not increase the par value of the shares of Common Stock receivable on the exercise of this Warrant above the amount payable for those shares on such exercise; and (iii) will at all times reserve and keep available, solely for issuance upon exercise of this Warrant, all shares of Common Stock or other securities from time to time issuable upon exercise of this Warrant. 10. CHANGES IN WARRANT. The form of this Warrant need not be changed because of any adjustment in the Purchase Price or in the number of shares of Common Stock purchasable upon its exercise. A Warrant issued after any such adjustment or any partial exercise or in replacement may continue to express the same Purchase Price and the same number of shares of Common Stock (appropriately reduced in the case of partial exercise) as are stated on the face of this Warrant as initially issued, and that Purchase Price and the number of shares shall be considered to have been so changed as of the close of business on the date of adjustment. 11. LOST CERTIFICATES. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant, upon delivery of any indemnity agreement or bond reasonably satisfactory in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company, at its expense, will execute and deliver, in lieu of this Warrant, a new Warrant of like tenor. 12. TRANSFERABILITY. This Warrant shall not be transferred or assigned unless the Company receives an opinion of counsel reasonably acceptable to the Company (which counsel may be counsel for the Company), stating that such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and the registration and qualification requirements under applicable state law. 13. GOVERNING LAW. This Warrant shall be governed by and construed and enforced in accordance with the laws of California. 14. TAXES. The Company shall pay all documentary, stamp or other transactional taxes attributable to the issuance or delivery of shares of Common Stock of the Company upon exercise of all or any part of this Warrant; provided, however, that the Company shall not be required to pay any 6 8 taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares in a name other than that of the holder of this Warrant. 15. RIGHTS OF WARRANT HOLDER. No holder of this Warrant, as such, shall be entitled to vote or receive dividends or be considered a shareholder of the Company for any purpose, nor shall anything in this Warrant be construed to confer on any holder of this Warrant, as such, any rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action, to receive notice of meetings of shareholders, to receive dividends or subscription rights or otherwise. DATED: December 1, 1991 The Company: POLLUTION RESEARCH AND CONTROL [SEAL] CORP., a California corporation BY: /s/ Albert E. Gosselin, Jr. -------------------------------------------- Albert E. Gosselin, Jr., President and Chief Executive Officer 7 9 SUBSCRIPTION FORM TO: POLLUTION RESEARCH AND CONTROL CORP. The undersigned, the holder of the attached Warrant, hereby irrevocably elects to exercise the purchase right represented by that Warrant for, and to purchase under that Warrant, __________ shares of Common Stock of POLLUTION RESEARCH AND CONTROL CORP., and herewith makes payment of and requests that the certificates for those shares be issued in the name of, and delivered to __________________________________________________________________ whose address is ______________________________________________________________ and if said number of shares shall not be all the shares now purchasable under the attached Warrant, the undersigned hereby requests that a new certificate be registered in the name of and delivered to the undersigned for the balance of the shares purchasable under the attached Warrant. DATED: ______________________ _____________________________________________ (Signature) _____________________________________________ _____________________________________________ Note: The above signature must correspond with the name written upon the face of the attached Warrant Certificate unless the Warrant has been properly and lawfully assigned. 8 EX-4.12 5 AMEND. TO WARRANT TO PURCHASE CONTROL CORP. 6/6/94 1 EXHIBIT 4.12 2 AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. Pollution Research and Control Corp., 506 Paula Avenue, Glendale, California 91201 (the "Company"), hereby agrees, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, to extend through 5:00 p.m., Los Angeles time, on November 30, 1995, that certain Warrant to Purchase Common Stock, a copy of which is attached hereto and incorporated herein by this reference, of the Holder, as hereinafter defined, entitling the Holder to purchase from the Company the number of Shares of Common Stock of the Company at the Purchase Price, both as set forth below, on or prior to the Expiration Date, as hereinafter defined. 1. Definitions. As used in this Amendment to Warrant to Purchase Common Stock (the "Amendment"), the following terms shall mean: (a) "Holder" - CSC Industries, Inc. and affiliated companies Pension Plans Trust. (b) "Shares of Common Stock" - 202,500 shares. (c) "Purchase Price" - $1.58 per share. (d) "Expiration Date" - 5:00 p.m., Los Angeles time, on December 1, 1994. 2. Notices to Holder. Nothing contained in this Amendment shall be construed as conferring upon the Holder hereof the right to vote or to consent or to receive notice as a shareholder in respect of any meetings of shareholders for the election of directors or any other matter or as having any rights whatsoever as a shareholder of the Company. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly made when delivered or mailed by registered or certified mail, postage prepaid, return receipt requested: (a) If to the Holder, to the address of such Holder as shown on the books of the Company; or (b) If to the Company, to the address set forth hereinabove. 3. Change; Waiver. Neither this Amendment nor any term hereof may be changed, waived, discharged or terminated verbally but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. 4. Law Governing. This Amendment shall for all purposes be construed and enforced in accordance with, and governed by, the internal laws of the State of California, without giving effect to principles of conflict of laws. IN WITNESS WHEREOF, the Company has caused this Amendment to be signed by its duly authorized officer and to be effective as of June 6, 1994. POLLUTION RESEARCH AND CONTROL CORP. By: /s/ Albert E. Gosselin, Jr. ---------------------------------- Albert E. Gosselin, Jr., President EX-4.13 6 WARRANT TO PURCHASE 67,500, DATED 12/08/91 1 EXHIBIT 4.13 2 THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND THUS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THAT ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE SECURITIES LAW OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS AVAILABLE. [ART] "Living Depends On Us" WARRANT TO PURCHASE 67,500 SHARES OF COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. FROM DECEMBER 09, 1991 VOID AFTER 5:00 P.M., LOS ANGELES TIME,, ON DECEMBER 08, 1994 This certifies that Richard M. Molinsky or registered assigns, is entitled, subject to the terms set forth below, to purchase from Pollution Research and Control Corp., a California corporation (the "Company"), the above number of fully paid and nonassessable shares of Common Stock of the Company ("Common Stock") at a purchase price of One Dollar and Fifty-Eight Cents ($1.58) per share ("Purchase Price"). The Purchase Price and number of shares of Common Stock issuable upon exercise hereof shall be subject to adjustment as provided in this Warrant. This Warrant is exercisable at any time, or from time to time, to and including 5:00 p.m., Los Angeles time, on December 08, 1994, unless sooner exercise is required pursuant to terms of this Warrant. Registered Owner: Richard M. Molinsky Purchase Price: $1.58 per Share 1 3 1. DEFINITIONS. As used in this Warrant, the following terms, unless the context otherwise requires, have the following meanings: 1.1 "Company" includes any corporation which shall succeed to or assume the obligations of the Company under this Warrant. 1.2 "Common Stock," when used with reference to stock of the Company, means all shares, now or hereafter authorized, of the class of the Common Stock of the Company presently authorized and stock of any other class into which those shares may hereafter be changed. 1.3 The terms "Warrant holder," "holder of this Warrant," "holder," or similar terms when the context refers to a holder of the Warrant, refers to any person who shall at the time be the registered holder of the Warrant. 2. EXERCISE. The holder of this Warrant may exercise it in full by surrender of this Warrant, with the form of subscription at the end of this Warrant duly executed by the holder, to the Company at its principal office, accompanied by payment in the amount obtained by multiplying the Purchase Price by the number of shares of Common Stock specified on the face of this Warrant as may be adjusted pursuant to the terms of this Warrant. Payment shall be made in cash, cashier's or certified check payable to the Company, by the surrender of any notes of the Company having an unpaid principal and interest balance at least equal to such payment (designating the portion of such balance to be applied), or by any combination of such methods. The holder of this Warrant may exercise it in part by surrendering it, accompanied by payment as provided above, except that the amount payable by the holder on such partial exercise shall be the amount obtained by multiplying the Purchase Price by the number of shares of Common Stock (without giving effect to any adjustment of that number) designated by the holder in a written statement accompanying this Warrant. On partial exercise, the Company shall, unless this Warrant has expired, promptly issue and deliver to the holder of this Warrant a new Warrant or Warrants of like tenor and dated the date hereof in the name of that holder providing for the right to purchase that number of shares of Common Stock (without giving effect to any adjustment of that number) for which this Warrant has not been exercised. In the event the Common Stock issuable upon exercise of this Warrant is not then registered under the Securities Act of 1933, as amended, the holder of this Warrant shall, upon exercise of this Warrant, deliver to the Company an investor's certificate with respect to such shares to the effect that such shares are being acquired for investment purposes only and for its account, and not as a nominee or agent for any other person and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933, as amended. 2 4 3. ISSUANCE OF CERTIFICATES. As soon as possible after full or partial exercise of this Warrant, the Company, at its expense, will cause to be issued in the name of and delivered to the holder of this Warrant, a certificate, or certificates, for the number of fully paid and nonassessable shares of Common Stock to which that holder shall be entitled on such exercise, together with any other securities and property to which that holder is entitled on such exercise under the terms of this Warrant. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Purchase Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment 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 close of business on the next succeeding date on which the stock transfer books are open. No fractional share will be issued on exercise of rights to purchase under this Warrant. If on any exercise of this Warrant, a fraction of a share results, the Company will pay the cash value of that fractional share, calculated on the basis of the Purchase Price. 4. SUBDIVISIONS OR COMBINATIONS. If, at any time during the term hereof, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up, then, immediately following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the number of shares of Common Stock issuable upon exercise of this Warrant shall be increased and the Purchase Price shall be decreased in proportion to such increase in outstanding shares. If at any time during the term hereof the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, immediately following the record date for such combination, the number of shares of Common Stock issuable upon exercise of this Warrant shall be decreased and the Purchase Price shall be increased in proportion to such decrease in outstanding shares. If the Company shall, at any time, subdivide or combine its outstanding shares of Common Stock, pay a dividend of other securities to the holders of such shares, or pay a dividend of shares of Common Stock to holders of any such stock of the Company of any class, this Warrant shall, after that subdivision, combination, or dividend, evidence the right to purchase the number of shares of Common Stock or other securities that would have been issuable to the holder of this Warrant as a result of that subdivision, combination or dividend with respect to the shares of Common Stock which were purchasable under this Warrant immediately before that subdivision, combination, or dividend or any record date thereafter. If the Company shall at any time subdivide the outstanding shares of Common Stock, the Purchase Price then in effect immediately before that subdivision shall be proportionately decreased, and, if the Company shall at any time combine the outstanding shares of Common Stock, the Purchase Price then in effect immediately before that combination shall be 3 5 proportionately increased. Any judgment under this Section 4 shall become effective at the close of business on the date the subdivision, combination or dividend becomes effective retroactive to the record date therefor, if any. 5. REORGANIZATION, RECLASSIFICATION. If the Common Stock issuable on exercise of this Warrant shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares provided for above), the holder of this Warrant shall, on its exercise, be entitled to purchase, in lieu of the Common Stock which that holder would have become entitled to purchase but for such change, a number of shares of such other class or classes of stock which the holder of this Warrant would have owned or have been entitled to receive after such change, had this Warrant been exercised immediately before that change or any record date therefor. 6. CONSOLIDATION, MERGERS. If at any time there shall be a capital reorganization of the Common Stock issuable upon exercise of this Warrant (other than a combination, reclassification, exchange or subdivision of shares provided for elsewhere in this Warrant) or a merger or consolidation of the Company with or into another corporation, or the sale of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, or sale, lawful provision shall be made so that the holder of this Warrant shall thereafter be entitled to receive on exercise of this Warrant, during the period specified in this Warrant and on payment of the Purchase Price then in effect, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable on exercise of this Warrant would have been entitled on such capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the holder of this Warrant after the reorganization, merger, consolidation, or sale such that the provisions of this Warrant (including adjustments of the Purchase Price then in effect and number of shares purchasable on exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event on exercise of this Warrant. 7. NOTICE. The Company shall promptly give written notice of each adjustment of the Purchase Price or the number of shares of Common Stock or other securities issuable on exercise of this Warrant, by certified mail, return receipt requested, postage prepaid, to the registered holder of this Warrant at that holder's address as shown on the Company's books. The notice shall state the adjustment and show in reasonable detail the facts on which that adjustment is based. 4 6 If (i) the Company shall pay any dividend payable in stock on its Common Stock or make any other distributions to the holders of its Common Stock (other than a dividend in Common Stock exempt from the adjustment provisions of this Warrant), or (ii) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights, or (iii) there shall be any capital reorganization or reclassification of the Company's Common Stock or consolidation or merger of the Company with or into another corporation, or (iv) there shall be any sale of all or substantially all of the Company's properties and assets, or (v) there shall be a voluntary or involuntary dissolution, liquidation, or winding up of the Company, or (vi) the Company shall have received an offer approved by the Board of Directors to purchase all or substantially all of its assets; then, in each case, the Company shall give at least 15 calendar days prior written notice (by certified mail, return receipt requested) to the registered holder of this Warrant at the address of that holder shown on the books of the Company, of the date as of which the books of the Company shall close or a record shall be taken for such dividend, distribution, or subscription rights, or the date as of which the reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up shall take place. That notice shall also specify the date as of which the holders of the Common Stock of record shall participate in that dividend, distribution, or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable on such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up (on which date, in the event of voluntary or involuntary dissolution, liquidation, or winding up of the Company, or consolidation or merger in which the Company is not a surviving entity or becomes a wholly-owned subsidiary, the right to exercise this Warrant shall cease). 8. LIMITS ON ADJUSTMENT AND SUBSEQUENT EVENTS. No adjustment hereunder shall be made in an amount less than $.25 in the case of an adjustment to the Purchase Price and one tenth of one share in the case of an adjustment in the number of shares of Common Stock purchasable hereunder, but any such amount shall be carried forward and shall be given effect in the next adjustment. 9. COVENANTS. The Company covenants that it will not, by amendment of its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action avoid, or seek to avoid, the observance or performance of any of the terms of this Warrant, but will, at all times and in good faith, assist in carrying out all those terms and in taking all action necessary or appropriate to protect the rights of the holder of this Warrant against other impairment. Without limiting the generality of the above provision, the Company: (i) will take all necessary or appropriate action in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on exercise of this Warrant; 5 7 (ii) will not increase the par value of the shares of Common Stock receivable on the exercise of this Warrant above the amount payable for those shares on such exercise; and (iii) will at all times reserve and keep available, solely for issuance upon exercise of this Warrant, all shares of Common Stock or other securities from time to time issuable upon exercise of this Warrant. 10. CHANGES IN WARRANT. The form of this Warrant need not be changed because of any adjustment in the Purchase Price or in the number of shares of Common Stock purchasable upon its exercise. A Warrant issued after any such adjustment or any partial exercise or in replacement may continue to express the same Purchase Price and the same number of shares of Common Stock (appropriately reduced in the case of partial exercise) as are stated on the face of this Warrant as initially issued, and that Purchase Price and the number of shares shall be considered to have been so changed as of the close of business on the date of adjustment. 11. LOST CERTIFICATES. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant, upon delivery of any indemnity agreement or bond reasonably satisfactory in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company, at its expense, will execute and deliver, in lieu of this Warrant, a new Warrant of like tenor. 12. TRANSFERABILITY. This Warrant shall not be transferred or assigned unless the Company receives an opinion of counsel reasonably acceptable to the Company (which counsel may be counsel for the Company), stating that such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and the registration and qualification requirements under applicable state law. 13. GOVERNING LAW. This Warrant shall be governed by and construed and enforced in accordance with the laws of California. 14. TAXES. The Company shall pay all documentary, stamp or other transactional taxes attributable to the issuance or delivery of shares of Common Stock of the Company upon exercise of all or any part of this Warrant; provided, however, that the Company shall not be required to pay any 6 8 taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares in a name other than that of the holder of this Warrant. 15. RIGHTS OF WARRANT HOLDER. No holder of this Warrant, as such, shall be entitled to vote or receive dividends or be considered a shareholder of the Company for any purpose, nor shall anything in this Warrant be construed to confer on any holder of this Warrant, as such, any rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action, to receive notice of meetings of shareholders, to receive dividends or subscription rights or otherwise. DATED: December 08, 1991 The Company: POLLUTION RESEARCH AND CONTROL [SEAL] CORP., a California corporation BY: /s/ Albert E. Gosselin, Jr. -------------------------------------------- Albert E. Gosselin, Jr., President and Chief Executive Officer 7 9 SUBSCRIPTION FORM TO: POLLUTION RESEARCH AND CONTROL CORP. The undersigned, the holder of the attached Warrant, hereby irrevocably elects to exercise the purchase right represented by that Warrant for, and to purchase under that Warrant, __________ shares of Common Stock of POLLUTION RESEARCH AND CONTROL CORP., and herewith makes payment of and requests that the certificates for those shares be issued in the name of, and delivered to ________________________________________________________________ whose address is ____________________________________________________________ and if said number of shares shall not be all the shares now purchasable under the attached Warrant, the undersigned hereby requests that a new certificate be registered in the name of and delivered to the undersigned for the balance of the shares purchasable under the attached Warrant. DATED: ______________________ ____________________________________________ (Signature) ____________________________________________ ____________________________________________ Note: The above signature must correspond with the name written upon the face of the attached Warrant Certificate unless the Warrant has been properly and lawfully assigned. 8 EX-4.14 7 AMEND. TO WARRANT TO PURCHASE; R. MOLINSKY 6/6/94 1 EXHIBIT 4.14 2 AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. Pollution Research and Control Corp., 506 Paula Avenue, Glendale, California 91201 (the "Company"), hereby agrees, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, to extend through 5:00 p.m., Los Angeles time, on November 30, 1995, that certain Warrant to Purchase Common Stock, a copy of which is attached hereto and incorporated herein by this reference, of the Holder, as hereinafter defined, entitling the Holder to purchase from the Company the number of Shares of Common Stock of the Company at the Purchase Price, both as set forth below, on or prior to the Expiration Date, as hereinafter defined. 1. Definitions. As used in this Amendment to Warrant to Purchase Common Stock (the "Amendment"), the following terms shall mean: (a) "Holder" - Richard M. Molinsky. (b) "Shares of Common Stock" - 67,500 shares. (c) "Purchase Price" - $1.58 per share. (d) "Expiration Date" - 5:00 p.m., Los Angeles time, on December 8, 1994. 2. Notices to Holder. Nothing contained in this Amendment shall be construed as conferring upon the Holder hereof the right to vote or to consent or to receive notice as a shareholder in respect of any meetings of shareholders for the election of directors or any other matter or as having any rights whatsoever as a shareholder of the Company. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly made when delivered or mailed by registered or certified mail, postage prepaid, return receipt requested: (a) If to the Holder, to the address of such Holder as shown on the books of the Company; or (b) If to the Company, to the address set forth hereinabove. 3. Change; Waiver. Neither this Amendment nor any term hereof may be changed, waived, discharged or terminated verbally but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. 4. Law Governing. This Amendment shall for all purposes be construed and enforced in accordance with, and governed by, the internal laws of the State of California, without giving effect to principles of conflict of laws. IN WITNESS WHEREOF, the Company has caused this Amendment to be signed by its duly authorized officer and to be effective as of June 6, 1994. POLLUTION RESEARCH AND CONTROL CORP. By: /s/ Albert E. Gosselin, Jr. ---------------------------------- Albert E. Gosselin, Jr., President EX-4.15 8 WARRANT TO PURCHASE 135,000; KINGSLEY & CO. 1 EXHIBIT 4.15 2 WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND THUS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THAT ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE SECURITIES LAW OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS AVAILABLE. [ART] "Living Depends On Us" WARRANT TO PURCHASE 135,000 SHARES OF COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. FROM DECEMBER 11, 1991 VOID AFTER 5:00 P.M., LOS ANGELES TIME, ON DECEMBER 12, 1994 This certifies that Kingsley & Co., or registered assigns, is entitled, subject to the terms set forth below, to purchase from Pollution Research and Control Corp., a California corporation (the "Company"), the above number of fully paid and nonassessable shares of Common Stock of the Company ("Common Stock") at a purchase price of One Dollar and Fifty-Eight Cents ($1.58) per share ("Purchase Price"). The Purchase Price and number of shares of Common Stock issuable upon exercise hereof shall be subject to adjustment as provided in this Warrant. This Warrant is exercisable at any time, or from time to time, to and including 5:00 p.m., Los Angeles time, on December 12, 1994, unless sooner exercise is required pursuant to the terms of this Warrant. Registered Owner: Kingsley & Co. Purchase Price: $1.58 per Share 1 3 1. DEFINITIONS. As used in this Warrant, the following terms, unless the context otherwise requires, have the following meanings: 1.1 "Company" includes any corporation which shall succeed to or assume the obligations of the Company under this Warrant. 1.2 "Common Stock," when used with reference to stock of the Company, means all shares, now or hereafter authorized, of the class of the Common Stock of the Company presently authorized and stock of any other class into which those shares may hereafter be changed. 1.3 The terms "Warrant holder," "holder of this Warrant," "holder," or similar terms when the context refers to a holder of the Warrant, refers to any person who shall at the time be the registered holder of the Warrant. 2. EXERCISE. The holder of this Warrant may exercise it in full by surrender of this Warrant, with the form of subscription at the end of this warrant duly executed by the holder, to the Company at its principal office, accompanied by payment in the amount obtained by multiplying the Purchase Price by the number of shares of Common Stock specified on the face of this warrant as may be adjusted pursuant to the terms of this Warrant. Payment shall be made in cash, cashier's or certified check payable to the Company, by the surrender of any notes of the Company having an unpaid principal and interest balance at least equal to such payment (designating the portion of such balance to be applied), or by any combination of such methods. The holder of this Warrant may exercise it in part by surrendering it, accompanied by payment as provided above, except that the amount payable by the holder on such partial exercise shall be the amount obtained by multiplying the Purchase Price by the number of shares of Common Stock (without giving effect to any adjustment of that number) designated by the holder in a written statement accompanying this Warrant. On partial exercise, the Company shall, unless this Warrant has expired, promptly issue and deliver to the holder of this Warrant a new Warrant or Warrants of like tenor and dated the date hereof in the name of that holder providing for the right to purchase that number of shares of Common Stock (without giving effect to any adjustment of that number) for which this Warrant has not been exercised. In the event the Common Stock issuable upon exercise of this Warrant is not then registered under the Securities Act of 1933, as amended, the holder of this Warrant shall, upon exercise of this Warrant, deliver to the Company an investor's certificate with respect to such shares to the effect that such shares are being acquired for investment purposes only and for its own account, and not as a nominee or agent for any other person and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933, as amended. 2 4 3. ISSUANCE OF CERTIFICATES. As soon as possible after full or partial exercise of this Warrant, the Company, at its expense, will cause to be issued in the name of and delivered to the holder of this Warrant, a certificate, or certificates, for the number of fully paid and nonassessable shares of Common Stock to which that holder shall be entitled on such exercise, together with any other securities and property to which that holder is entitled on such exercise under the terms of this Warrant. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Purchase Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment 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 close of business on the next succeeding date on which the stock transfer books are open. No fractional share will be issued on exercise of rights to purchase under this Warrant. If on any exercise of this Warrant, a fraction of a share results, the Company will pay the cash value of that fractional share, calculated on the basis of the Purchase Price. 4. SUBDIVISIONS OR COMBINATIONS. If, at any time during the term hereof, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up, then, immediately following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the number of shares of Common Stock issuable upon exercise of this Warrant shall be increased and the Purchase Price shall be decreased in proportion to such increase in outstanding shares. If at any time during the term hereof the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, immediately following the record date for such combination, the number of shares of Common Stock issuable upon exercise of this Warrant shall be decreased and the Purchase Price shall be increased in proportion to such decrease in outstanding shares. If the Company shall, at any time, subdivide or combine its outstanding shares of Common Stock, pay a dividend of other securities to the holders of such shares, or pay a dividend of shares of Common Stock to holders of any such stock of the Company of any class, this Warrant shall, after that subdivision, combination, or dividend, evidence the right to purchase the number of shares of Common Stock or other securities that would have been issuable to the holder of this Warrant as a result of that subdivision, combination or dividend with respect to the shares of Common Stock which were purchasable under this Warrant immediately before that subdivision, combination, or dividend or any record date thereafter. If the Company shall at any time subdivide the outstanding shares of Common Stock, the Purchase Price then in effect immediately before that subdivision shall be proportionately decreased, and, if the Company shall at any time combine the outstanding shares of Common Stock, the Purchase Price then in effect immediately before that combination shall be 3 5 proportionately increased. Any judgment under this Section 4 shall become effective at the close of business on the date the subdivision, combination or dividend becomes effective retroactive to the record date therefor, if any. 5. REORGANIZATION, RECLASSIFICATION. If the Common Stock issuable on exercise of this Warrant shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares provided for above, the holder of this Warrant shall, on its exercise, be entitled to purchase, in lieu of the Common Stock which that holder would have become entitled to purchase but for such change, a number of shares of such other class or classes of stock which the holder of this Warrant would have owned or have been entitled to receive after such change, had this Warrant been exercised immediately before that change or any record date therefor. 6. CONSOLIDATION, MERGERS. If at any time there shall be a capital reorganization of the Common Stock issuable upon exercise of this Warrant (other than a combination, reclassification, exchange or subdivision of shares provided for elsewhere in this Warrant) or a merger or consolidation of the Company with or into another corporation, or the sale of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, or sale, lawful provision shall be made so that the holder of this Warrant shall thereafter be entitled to receive on exercise of this Warrant, during the period specified in this Warrant and on payment of the Purchase Price then in effect, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable on exercise of this Warrant would have been entitled on such capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the holder of this Warrant after the reorganization, merger, consolidation, or sale such that the provisions of this Warrant (including adjustments of the Purchase Price then in effect and number of shares purchasable on exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event on exercise of this Warrant. 7. NOTICE. The Company shall promptly give written notice of each adjustment of the Purchase Price or the number of shares of Common Stock or other securities issuable on exercise of this Warrant, by certified mail, return receipt requested, postage prepaid, to the registered holder of this Warrant at that holder's address as shown on the Company's books. The notice shall state the adjustment and show in reasonable detail the facts on which that adjustment is based. 4 6 If (i) the Company shall pay any dividend payable in stock on its Common Stock or make any other distributions to the holders of its Common Stock (other than a dividend in Common Stock exempt from the adjustment provisions of this Warrant), or (ii) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights, or (iii) there shall be any capital reorganization or reclassification of the Company's Common Stock or consolidation or merger of the Company with or into another corporation, or (iv) there shall be any sale of all or substantially all of the Company's properties and assets, or (v) there shall be a voluntary or involuntary dissolution, liquidation, or winding up of the Company, or (vi) the Company shall have received an offer approved by the Board of Directors to purchase all or substantially all of its assets; then, in each case, the Company shall give at least 15 calendar days prior written notice (by certified mail, return receipt requested) to the registered holder of this Warrant at the address of that holder shown on the books of the Company, of the date as of which the books of the Company shall close or a record shall be taken for such dividend, distribution, or subscription rights, or the date as of which the reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up shall take place. That notice shall also specify the date as of which the holders of the Common Stock of record shall participate in that dividend, distribution, or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable on such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up (on which date, in the event of voluntary or involuntary dissolution, liquidation, or winding up of the Company, or consolidation or merger in which the Company is not a surviving entity or becomes a wholly-owned subsidiary, the right to exercise this Warrant shall cease). 8. LIMITS ON ADJUSTMENT AND SUBSEQUENT EVENTS. No adjustment hereunder shall be made in an amount less than $.25 in the case of an adjustment to the Purchase Price and one tenth of one share in the case of an adjustment in the number of shares of Common Stock purchasable hereunder, but any such amount shall be carried forward and shall be given effect in the next adjustment. 9. COVENANTS. The Company covenants that it will not, by amendment of its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action avoid, or seek to avoid, the observance or performance of any of the terms of this Warrant, but will, at all times and in good faith, assist in carrying out all those terms and in taking all action necessary or appropriate to protect the rights of the holder of this Warrant against other impairment. Without limiting the generality of the above provision, the Company: (i) will take all necessary or appropriate action in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on exercise of this Warrant; 5 7 (ii) will not increase the par value of the shares of Common Stock receivable on the exercise of this Warrant above the amount payable for those shares on such exercise; and (iii) will at all times reserve and keep available, solely for issuance upon exercise of this Warrant, all shares of Common Stock or other securities from time to time issuable upon exercise of this Warrant. 10. CHANGES IN WARRANT. The form of this Warrant need not be changed because of any adjustment in the Purchase Price or in the number of shares of Common Stock purchasable upon its exercise. A Warrant issued after any such adjustment or any partial exercise or in replacement may continue to express the same Purchase Price and the same number of shares of Common Stock (appropriately reduced in the case of partial exercise) as are stated on the face of this Warrant as initially issued, and that Purchase Price and the number of shares shall be considered to have been so changed as of the close of business on the date of adjustment. 11. LOST CERTIFICATES. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant, upon delivery of any indemnity agreement or bond reasonably satisfactory in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company, at its expense, will execute and deliver, in lieu of this Warrant, a new Warrant of like tenor. 12. TRANSFERABILITY. This Warrant shall not be transferred or assigned unless the Company receives an opinion of counsel reasonably acceptable to the Company (which counsel may be counsel for the Company), stating that such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and the registration and qualification requirements under applicable state law. 13. GOVERNING LAW. This Warrant shall be governed by and construed and enforced in accordance with the laws of California. 14. TAXES. The Company shall pay all documentary, stamp or other transactional taxes attributable to the issuance or delivery of shares of Common Stock of the Company upon exercise of all or any part of this Warrant; provided, however, that the Company shall not be required to pay any 6 8 taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares in a name other than that of the holder of this Warrant. 15. RIGHTS OF WARRANT HOLDER. No holder of this Warrant, as such, shall be entitled to vote or receive dividends or be considered a shareholder of the Company for any purpose, nor shall anything in this Warrant be construed to confer on any holder of this Warrant, as such, any rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action, to receive notice of meetings of shareholders, to receive dividends or subscription rights or otherwise. DATED: December 11, 1991 The Company: POLLUTION RESEARCH AND CONTROL [SEAL] CORP., a California corporation BY: /s/ Albert E. Gosselin, Jr. -------------------------------------------- Albert E. Gosselin, Jr., President and Chief Executive Officer 7 9 SUBSCRIPTION FORM TO: POLLUTION RESEARCH AND CONTROL CORP. The undersigned, the holder of the attached Warrant, hereby irrevocably elects to exercise the purchase right represented by that Warrant for, and to purchase under that Warrant, __________ shares of Common Stock of POLLUTION RESEARCH AND CONTROL CORP., and herewith makes payment of and requests that the certificates for those shares be issued in the name of, and delivered to ________________________________________________________________, whose address is ____________________________________________________________ and if said number of shares shall not be all the shares now purchasable under the attached Warrant, the undersigned hereby requests that a new certificate be registered in the name of and delivered to the undersigned for the balance of the shares purchasable under the attached Warrant. DATED: ______________________ ____________________________________________ (Signature) ____________________________________________ ____________________________________________ Note: The above signature must correspond with the name written upon the face of the attached Warrant Certificate unless the Warrant has been properly and lawfully assigned. 8 EX-4.16 9 AMEND. TO WARRANT; KINGSLEY & CO., 06/06/94 1 EXHIBIT 4.16 2 AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. Pollution Research and Control Corp., 506 Paula Avenue, Glendale, California 91201 (the "Company"), hereby agrees, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, to extend through 5:00 p.m., Los Angeles time, on November 30, 1995, that certain Warrant to Purchase Common Stock, a copy of which is attached hereto and incorporated herein by this reference, of the Holder, as hereinafter defined, entitling the Holder to purchase from the Company the number of Shares of Common Stock of the Company at the Purchase Price, both as set forth below, on or prior to the Expiration Date, as hereinafter defined. 1. Definitions. As used in this Amendment to Warrant to Purchase Common Stock (the "Amendment"), the following terms shall mean: (a) "Holder" - Kingsley & Co. (formerly Global Environment Fund). (b) "Shares of Common Stock"- 135,000 shares. (c) "Purchase Price" - $1.58 per share. (d) "Expiration Date" - 5:00 p.m., Los Angeles time, on December 12, 1994. 2. Notices to Holder. Nothing contained in this Amendment shall be construed as conferring upon the Holder hereof the right to vote or to consent or to receive notice as a shareholder in respect of any meetings of shareholders for the election of directors or any other matter or as having any rights whatsoever as a shareholder of the Company. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly made when delivered or mailed by registered or certified mail, postage prepaid, return receipt requested: (a) If to the Holder, to the address of such Holder as shown on the books of the Company; or (b) If to the Company, to the address set forth hereinabove. 3. Change; Waiver. Neither this Amendment nor any term hereof may be changed, waived, discharged or terminated verbally but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. 4. Law Governing. This Amendment shall for all purposes be construed and enforced in accordance with, and governed by, the internal laws of the State of California, without giving effect to principles of conflict of laws. IN WITNESS WHEREOF, the Company has caused this Amendment to be signed by its duly authorized officer and to be effective as of June 6, 1994. POLLUTION RESEARCH AND CONTROL CORP. By: /s/ Albert E. Gosselin, Jr. ---------------------------------------- Albert E. Gosselin, Jr., President EX-4.17 10 WARRANT TO PURCHASE 67,500, DATED 12/13/91 R. TAN 1 EXHIBIT 4.17 2 THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES COMMON STOCK ISSUABLE UPON THE EXERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND THUS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THAT ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE SECURITIES LAW OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS AVAILABLE. [ART] "Living Depends On Us" WARRANT TO PURCHASE 67,500 SHARES OF COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. FROM DECEMBER 13, 1991 VOID AFTER 5:00 P.M., LOS ANGELES TIME, ON DECEMBER 12, 1994 This certifies that Robert Tantleff or registered assigns, is entitled, subject to the terms set forth below, to purchase from Pollution Research and Control Corp., a California corporation (the "Company"), the above number of fully paid and nonassessable shares of Common Stock of the Company ("Common Stock") at a purchase price of One Dollar and Fifty-Eight Cents ($1.58) per share ("Purchase Price"). The Purchase Price and number of shares of Common Stock issuable upon exercise hereof shall be subject to adjustment as provided in this Warrant. This Warrant is exercisable at any time, or from time to time, to and including 5:00 Los Angeles time, on December 12, 1994, unless sooner exercise is required pursuant to the terms of this Warrant. Registered Owner: Robert Tantleff Purchase Price: $1.58 per Share 3 1. DEFINITIONS. As used in this Warrant, the following terms, unless the context otherwise requires, have the following meanings: 1.1 "Company" includes any corporation which shall succeed to or assume the obligations of the Company under this Warrant. 1.2 "Common Stock," when used with reference to stock of the Company, means all shares, now or hereafter authorized, of the class of the Common Stock of the Company presently authorized and stock of any other class into which those shares may hereafter be changed. 1.3 The terms "Warrant holder," "holder of this Warrant," "holder," or similar terms when the context refers to a holder of the Warrant, refers to any person who shall at the time be the registered holder of the Warrant. 2. EXERCISE. The holder of this Warrant may exercise it in full by surrender of this Warrant, with the form of subscription at the end of this Warrant duly executed by the holder, to the Company at its principal office, accompanied by payment in the amount obtained by multiplying the Purchase Price by the number of shares of Common Stock specified on the face of this Warrant as may be adjusted pursuant to the terms of this Warrant. Payment shall be made in cash, cashier's or certified check payable to the Company, by the surrender of any notes of the Company having an unpaid principal and interest balance at least equal to such payment (designating the portion of such balance to be applied), or by any combination of such methods. The holder of this Warrant may exercise it in part by surrendering it, accompanied by payment as provided above, except that the amount payable by the holder on such partial exercise shall be the amount obtained by multiplying the Purchase Price by the number of shares of Common Stock (without giving effect to any adjustment of that number) designated by the holder in a written statement accompanying this Warrant. On partial exercise, the Company shall, unless this Warrant has expired, promptly issue and deliver to the holder of this Warrant a new Warrant or Warrants of like tenor and dated the date hereof in the name of that holder providing for the right to purchase that number of shares of Common Stock (without giving effect to any adjustment of that number) for which this Warrant has not been exercised. In the event the Common Stock issuable upon exercise of this Warrant is not then registered under the Securities Act of 1933, as amended, the holder of this Warrant shall, upon exercise of this Warrant, deliver to the Company an investor's certificate with respect to such shares to the effect that such shares are being acquired for investment purposes only and for its own account, and not as a nominee or agent for any other person and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933, as amended. 2 4 3. ISSUANCE OF CERTIFICATES. As soon as possible after full or partial exercise of this Warrant, the Company, at its expense, will cause to be issued in the name of and delivered to the holder of this Warrant, a certificate, or certificates, for the number of fully paid and nonassessable shares of Common Stock to which that holder shall be entitled on such exercise, together with any other securities and property to which that holder is entitled on such exercise under the terms of this Warrant. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Purchase Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment 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 close of business on the next succeeding date on which the stock transfer books are open. No fractional share will be issued on exercise of rights to purchase under this Warrant. If on any exercise of this Warrant, a fraction of a share results, the Company will pay the cash value of that fractional share, calculated on the basis of the Purchase Price. 4. SUBDIVISIONS OR COMBINATIONS. If, at any time during the term hereof, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up, then, immediately following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the number of shares of Common Stock issuable upon exercise of this Warrant shall be increased and the Purchase Price shall be decreased in proportion to such increase in outstanding shares. If at any time during the term hereof the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, immediately following the record date for such combination, the number of shares of Common Stock issuable upon exercise of this Warrant shall be decreased and the Purchase Price shall be increased in proportion to such decrease in outstanding shares. If the Company shall, at any time, subdivide of combine its outstanding shares of Common Stock, pay a dividend of other securities to the holders of such shares, or pay a dividend of shares of Common Stock to holders of any such stock of the Company of any class, this Warrant shall, after that subdivision, combination, or dividend, evidence the right to purchase the number of shares of Common Stock or other securities that would have been issuable to the holder of this Warrant as a result of that subdivision, combination or dividend with respect to the shares of Common Stock which were purchasable under this Warrant immediately before that subdivision, combination, or dividend or any record date thereafter. If the Company shall at any time subdivide the outstanding shares of Common Stock, the Purchase Price then in effect immediately before that subdivision shall be proportionately decreased, and, if the Company shall at any time combine the outstanding shares of Common Stock, the Purchase Price then in effect immediately before that combination shall be 3 5 proportionately increased. Any judgment under this Section 4 shall become effective at the close of business on the date the subdivision, combination or dividend becomes effective retroactive to the record date therefor, if any. 5. REORGANIZATION, RECLASSIFICATION. If the Common Stock issuable on exercise of this Warrant shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares provided for above), the holder of this Warrant shall, on its exercise, be entitled to purchase, in lieu of the Common Stock which that holder would have become entitled to purchase but for such change, a number of shares of such other class or classes of stock which the holder of this Warrant would have owned or have been entitled to receive after such change, had this Warrant been exercised immediately before that change or any record date therefor. 6. CONSOLIDATION, MERGERS. If at any time there shall be a capital reorganization of the Common Stock issuable upon exercise of this Warrant (other than a combination, reclassification, exchange or subdivision of shares provided for elsewhere in this Warrant) or a merger or consolidation of the Company with or into another corporation, or the sale of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, or sale, lawful provision shall be made so that the holder of this Warrant shall thereafter be entitled to receive on exercise of this Warrant, during the period specified in this Warrant and on payment of the Purchase Price then in effect, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable on exercise of this Warrant would have been entitled on such capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the holder of this Warrant after the reorganization, merger, consolidation, or sale such that the provisions of this Warrant (including adjustments of the Purchase Price then in effect and number of shares purchasable on exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event on exercise of this Warrant. 7. NOTICE. The Company shall promptly give written notice of each adjustment of the Purchase Price or the number of shares of Common Stock or other securities issuable on exercise of this Warrant, by certified mail, return receipt requested, postage prepaid, to the registered holder of this Warrant at that holder's address as shown on the Company's books. The notice shall state the adjustment and show in reasonable detail the facts on which that adjustment is based. 4 6 If (i) the Company shall pay any dividend payable in stock on its Common Stock or make any other distributions to the holders of its Common Stock (other than a dividend in Common Stock exempt from the adjustment provisions of this Warrant), or (ii) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights, or (iii) there shall be any capital reorganization or reclassification of the Company's Common Stock or consolidation or merger of the Company with or into another corporation, or (iv) there shall be any sale of all or substantially all of the Company's properties and assets, or (v) there shall be a voluntary or involuntary dissolution, liquidation, or winding up of the Company, or (vi) the Company shall have received an offer approved by the Board of Directors to purchase all or substantially all of its assets; then, in each case, the Company shall give at least 15 calendar days prior written notice (by certified mail, return receipt requested) to the registered holder of this Warrant at the address of that holder shown on the books of the Company, of the date as of which the books of the Company shall close or a record shall be taken for such dividend, distribution, or subscription rights, or the date as of which the reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up shall take place. That notice shall also specify the date as of which the holders of the Common Stock of record shall participate in that dividend, distribution, or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable on such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up (on which date, in the event of voluntary or involuntary dissolution, liquidation, or winding up of the Company, or consolidation or merger in which the Company is not a surviving entity or becomes a wholly-owned subsidiary, the right to exercise this Warrant shall cease). 8. LIMITS ON ADJUSTMENT AND SUBSEQUENT EVENTS. No adjustment hereunder shall be made in an amount less than $.25 in the case of an adjustment to the Purchase Price and one tenth of one share in the case of an adjustment in the number of shares of Common Stock purchasable hereunder, but any such amount shall be carried forward and shall be given effect in the next adjustment. 9. COVENANTS. The Company covenants that it will not, by amendment of its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action avoid, or seek to avoid, the observance or performance of any of the terms of this Warrant, but will, at all times and in good faith, assist in carrying out all those terms and in taking all action necessary or appropriate to protect the rights of the holder of this Warrant against other impairment. Without limiting the generality of the above provision, the Company: (i) will take all necessary or appropriate action in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on exercise of this Warrant; 5 7 (ii) will not increase the par value of the shares of Common Stock receivable on the exercise of this Warrant above the amount payable for those shares on such exercise; and (iii) will at all times reserve and keep available, solely for issuance upon exercise of this Warrant, all shares of Common Stock or other securities from time to time issuable upon exercise of this Warrant. 10. CHANGES IN WARRANT. The form of this Warrant need not be changed because of any adjustment in the Purchase Price or in the number of shares of Common Stock purchasable upon its exercise. A Warrant issued after any such adjustment or any partial exercise or in replacement may continue to express the same Purchase Price and the same number of shares of Common Stock (appropriately reduced in the case of partial exercise) as are stated on the face of this Warrant as initially issued, and that Purchase Price and the number of shares shall be considered to have been so changed as of the close of business on the date of adjustment. 11. LOST CERTIFICATES. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant, upon delivery of any indemnity agreement or bond reasonably satisfactory in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company, at its expense, will execute and deliver, in lieu of this Warrant, a new Warrant of like tenor. 12. TRANSFERABILITY. This Warrant shall not be transferred or assigned unless the Company receives an opinion of counsel reasonably acceptable to the Company (which counsel may be counsel for the Company), stating that such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and the registration and qualification requirements under applicable state law. 13. GOVERNING LAW. This Warrant shall be governed by and construed and enforced in accordance with the laws of California. 14. TAXES. The Company shall pay all documentary, stamp or other transactional taxes attributable to the issuance or delivery of shares of Common Stock of the Company upon exercise of all or any part of this Warrant; provided, however, that the Company shall not be required to pay any 6 8 taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares in a name other than that of the holder of this Warrant. 15. RIGHTS OF WARRANT HOLDER. No holder of this Warrant, as such, shall be entitled to vote or receive dividends or be considered a shareholder of the Company for any purpose, nor shall anything in this Warrant be construed to confer on any holder of this Warrant, as such, any rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action, to receive notice of meetings of shareholders, to receive dividends or subscription rights or otherwise. DATED: December 13, 1991 The Company: POLLUTION RESEARCH AND CONTROL [SEAL] CORP., a California corporation BY: /s/ Albert E. Gosselin, Jr. -------------------------------------------- Albert E. Gosselin, Jr., President and Chief Executive Officer 7 9 SUBSCRIPTION FORM TO: POLLUTION RESEARCH AND CONTROL CORP. The undersigned, the holder of the attached Warrant, hereby irrevocably elects to exercise the purchase right represented by that Warrant for, and to purchase under that Warrant, ___________ shares of Common Stock of POLLUTION RESEARCH AND CONTROL CORP., and herewith makes payment of and requests that the certificates for those shares be issued in the name of, and delivered to ____________________________________________________________, whose address is ____________________________________________________________ and if said number of shares shall not be all the shares now purchasable under the attached Warrant, the undersigned hereby requests that a new certificate be registered in the name of and delivered to the undersigned for the balance of the shares purchasable under the attached Warrant. DATED: _________________________ ___________________________________ (Signature) ___________________________________ ___________________________________ Note: The above signature must correspond with the name written upon the face of the attached Warrant Certificate unless the Warrant has been properly and lawfully assigned. 8 EX-4.18 11 AMEND. TO WARRANT; R. TANTLEFF, DATED 06/06/94 1 EXHIBIT 4.18 2 AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. Pollution Research and Control Corp., 506 Paula Avenue, Glendale, California 91201 (the "Company"), hereby agrees, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, to extend through 5:00 p.m., Los Angeles time, on November 30, 1995, that certain Warrant to Purchase Common Stock, a copy of which is attached hereto and incorporated herein by this reference, of the Holder, as hereinafter defined, entitling the Holder to purchase from the Company the number of Shares of Common Stock of the Company at the Purchase Price, both as set forth below, on or prior to the Expiration Date, as hereinafter defined. 1. Definitions. As used in this Amendment to Warrant to Purchase Common Stock (the "Amendment"), the following terms shall mean: (a) "Holder" - Robert Tantleff. (b) "Shares of Common Stock" - 67,500 shares. (c) "Purchase Price" - $1.58 per share. (d) "Expiration Date" - 5:00 p.m., Los Angles time, on December 12, 1994. 2. Notices to Holder. Nothing contained in this Amendment shall be construed as conferring upon the Holder hereof the right to vote or to consent or to receive notice as a shareholder in respect of any meetings of shareholders for the election of directors or any other matter or as having any rights whatsoever as a shareholder of the Company. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly made when delivered or mailed by registered or certified mail, postage prepaid, return receipt requested: (a) If to the Holder, to the address of such Holder as shown on the books of the Company; or (b) If to the Company, to the address set forth hereinabove. 3. Change; Waiver. Neither this Amendment nor any term hereof may be changed, waived, discharged or terminated verbally but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. 4. Law Governing. This Amendment shall for all purposes be construed and enforced in accordance with, and governed by, the internal laws of the State of California, without giving effect to principles of conflict of laws. IN WITNESS WHEREOF, the Company has caused this Amendment to be signed by its duly authorized officer and to be effective as of June 6, 1994. POLLUTION RESEARCH AND CONTROL CORP. By: /s/ Albert E. Gosselin, Jr. -------------------------------------- Albert E. Gosselin, Jr., President EX-4.19 12 WARRANT TO PURCHASE 101,250, 12/16/91 S. BECKER 1 EXHIBIT 4.19 2 THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND THUS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THAT ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE SECURITIES LAW OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS AVAILABLE. [ART] "Living Depends On Us" WARRANT TO PURCHASE 101,250 SHARES OF COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. FROM DECEMBER 16, 1991 VOID AFTER 5:00 P.M., LOS ANGELES TIME, ON DECEMBER 15, 1994 This certifies that Stanley Becker, or registered assigns, is entitled, subject to the terms set forth below, to purchase from Pollution Research and Control Corp., a California corporation (the "Company"), the above number of fully paid and nonassessable shares of shares Common Stock of the Company ("Common Stock") at a purchase price of One Dollar and Fifty-Eight Cents ($1.58) per share ('Purchase Price"). The Purchase Price and number of shares of Common Stock issuable upon exercise hereof shall be subject to adjustment as provided in this Warrant. This Warrant is exercisable at any time, or from time to time, to and including 5:00 p.m., Los Angeles time, on December 15, 1994, unless sooner exercise is required pursuant to the terms of this Warrant. Registered Owner: Stanley Becker 55 E. End Avenue Apartment 7A New York, NY 10028 Purchase Price: $1.58 per Share 1 3 1. DEFINITIONS. As used in this Warrant, the following terms, unless the context otherwise requires, have the following meanings: 1.1 "Company" includes any corporation which shall succeed to or assume the obligations of the Company under this Warrant. 1.2 "Common Stock," when used with reference to stock of the Company, means all shares, now or hereafter authorized, of the class of the Common Stock of the Company presently authorized and stock of any other class into which those shares may hereafter be changed. 1.3 The terms "Warrant holder," "holder of this Warrant," "holder," or similar terms when the context refers to a holder of the Warrant, refers to any person who shall at the time be the registered holder of the Warrant. 2. EXERCISE. The holder of this Warrant may exercise it in full by surrender of this Warrant, with the form of subscription at the end of this Warrant duly executed by the holder, to the Company at its principal office, accompanied by payment in the amount obtained by multiplying the Purchase Price by the number of shares of Common Stock specified on the face of this Warrant as may be adjusted pursuant to the terms of this Warrant. Payment shall be made in cash, cashier's or certified check payable to the Company, by the surrender of any notes of the Company having an unpaid principal and interest balance at least equal to such payment (designating the portion of such balance to be applied), or by any combination of such methods. The holder of this Warrant may exercise it in part by surrendering it, accompanied by payment as provided above, except that the amount payable by the holder on such partial exercise shall be the amount obtained by multiplying the Purchase Price by the number of shares of Common Stock (without giving effect to any adjustment of that number) designated by the holder in a written statement accompanying this Warrant. On partial exercise, the Company shall, unless this Warrant has expired, promptly issue and deliver to the holder of this Warrant a new Warrant or Warrants of like tenor and dated the date hereof in the name of that holder providing for the right to purchase that number of shares of Common Stock (without giving effect to any adjustment of that number) for which this Warrant has not been exercised. In the event the Common Stock issuable upon exercise of this Warrant is not then registered under the Securities Act of 1933, as amended, the holder of this Warrant shall, upon exercise of this Warrant, deliver to the Company an investor's certificate with respect to such shares to the effect that such shares are being acquired for investment purposes only and for its own account, and not as a nominee or agent for any other person and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933, as amended. 2 4 3. ISSUANCE OF CERTIFICATES. As soon as possible after full or partial exercise of this Warrant, the Company, at its expense, will cause to be issued in the name of and delivered to the holder of this Warrant, a certificate, or certificates, for the number of fully paid and nonassessable shares of Common Stock to which that holder shall be entitled on such exercise, together with any other securities and property to which that holder is entitled on such exercise under the terms of this Warrant. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Purchase Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder or such shares at the close of business on the next succeeding date on which the stock transfer books are open. No fractional share will be issued on exercise of rights to purchase under this Warrant. If on any exercise of this Warrant, a fraction of a share results, the Company will pay the cash value of that fractional share, calculated on the basis of the Purchase Price. 4. SUBDIVISIONS OR COMBINATIONS. If, at any time during the term hereof, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up, then, immediately following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the number of shares of Common Stock issuable upon exercise of this Warrant shall be increased and the Purchase Price shall be decreased in proportion to such increase in outstanding shares. If at any time during the term hereof the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, immediately following the record date for such combination, the number of shares of Common Stock issuable upon exercise of this Warrant shall be decreased and the Purchase Price shall be increased in proportion to such decrease in outstanding shares. If the Company shall, at any time, subdivide or combine its outstanding shares of Common Stock, pay a dividend of other securities to the holders of such shares, or pay a dividend of shares of Common Stock to holders of any such stock of the Company of any class, this Warrant shall, after that subdivision, combination, or dividend, evidence the right to purchase the number of shares of Common Stock or other securities that would have been issuable to the holder of this Warrant as a result of that subdivision, combination or dividend with respect to the shares of Common Stock which were purchasable under this Warrant immediately before that subdivision, combination, or dividend or any record date thereafter. If the Company shall at any time subdivide the outstanding shares of Common Stock, the Purchase Price then in effect immediately before that subdivision shall be proportionately decreased, and, if the Company shall at any time combine the outstanding shares of Common Stock, the Purchase Price then in effect immediately before that combination shall be 3 5 proportionately increased. Any judgment under this Section 4 shall become effective at the close of business on the date the subdivision, combination or dividend becomes effective retroactive to the record date therefor, if any. 5. REORGANIZATION, RECLASSIFICATION. If the Common Stock issuable on exercise of this Warrant shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares provided for above), the holder of this Warrant shall, on its exercise, be entitled to purchase, in lieu of the Common Stock which that holder would have become entitled to purchase but for such change, a number of shares of such other class or classes of stock which the holder of this Warrant would have owned or have been entitled to receive after such change, had this Warrant been exercised immediately before that change or any record date therefor. 6. CONSOLIDATION MERGERS. If at any time there shall be a capital reorganization of the Common Stock issuable upon exercise of this Warrant (other than a combination, reclassification exchange or subdivision of shares provided for elsewhere in this Warrant) or a merger or consolidation of the Company with or into another corporation, or the sale of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, or sale, lawful provision shall be made so that the holder of this Warrant shall thereafter be entitled to receive on exercise of this Warrant, during the period specified in this Warrant and on payment of the Purchase Price then in effect, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable on exercise of this Warrant would have been entitled on such capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the holder of this Warrant after the reorganization, merger, consolidation, or sale such that the provisions of this Warrant (including adjustments of the Purchase Price then in effect and number of shares purchasable on exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event on exercise of this Warrant. 7. NOTICE. The Company shall promptly give written notice of each adjustment of the Purchase Price or the number of shares of Common Stock or other securities issuable on exercise of this Warrant, by certified mail, return receipt requested, postage prepaid, to the registered holder of this Warrant at that holder's address as shown on the Company's books. The notice shall state the adjustment and show in reasonable detail the facts on which that adjustment is based. 4 6 If (i) the Company shall pay any dividend payable in stock on its Common Stock or make any other distributions to the holders of its Common Stock (other than a dividend in Common Stock exempt from the adjustment provisions of this Warrant), or (ii) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights, or (iii) there shall be any capital reorganization or reclassification of the Company's Common Stock or consolidation or merger of the Company with or into another corporation, or (iv) there shall be any sale of all or substantially all of the Company's properties and assets, or (v) there shall be a voluntary or involuntary dissolution, liquidation, or winding up of the Company, or (vi) the Company shall have received an offer approved by the Board of Directors to purchase all or substantially all of its assets; then, in each case, the Company shall give at least 15 calendar days prior written notice (by certified mail, return receipt requested) to the registered holder of this Warrant at the address of that holder shown on the books of the Company, of the date as of which the books of the Company shall close or a record shall be taken for such dividend, distribution, or subscription rights, or the date as of which the reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up shall take place. That notice shall also specify the date as of which the holders of the Common Stock of record shall participate in that dividend, distribution, or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable on such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up (on which date, in the event of voluntary or involuntary dissolution, liquidation, or winding up of the Company, or consolidation or merger in which the Company is not a surviving entity or becomes a wholly-owned subsidiary, the right to exercise this Warrant shall cease). 8. LIMITS ON ADJUSTMENT AND SUBSEQUENT EVENTS. No adjustment hereunder shall be made in an amount less than $.25 in the case of an adjustment to the Purchase Price and one tenth of one share in the case of an adjustment in the number of shares of Common Stock purchasable hereunder, but any such amount shall be carried forward and shall be given effect in the next adjustment. 9. COVENANTS. The Company covenants that it will not, by amendment of its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action avoid, or seek to avoid, the observance or performance of any of the terms of this Warrant, but will, at all times and in good faith, assist in carrying out all those terms and in taking all action necessary or appropriate to protect the rights of the holder of this Warrant against other impairment. Without limiting the generality of the above provision, the Company: (i) will take all necessary or appropriate action in order that the Company may validly and legally issue fully paid and nonassessable of Common Stock on exercise of this Warrant; 5 7 (ii) will not increase the par value of the shares of Common Stock receivable on the exercise of this Warrant above the amount payable for those shares on such exercise; and (iii) will at all times reserve and keep available, solely for issuance upon exercise of this Warrant, all shares of Common Stock or other securities from time to time issuable upon exercise of this Warrant. 10. CHANGES IN WARRANT. The form of this Warrant need not be changed because of any adjustment in the Purchase Price or in the number of shares of Common Stock purchasable upon its exercise. A Warrant issued after any such adjustment or any partial exercise or in replacement may continue to express the same Purchase Price and the same number of shares of Common Stock (appropriately reduced in the case of partial exercise) as are stated on the face of this Warrant as initially issued, and that Purchase Price and the number of shares shall be considered to have been so changed as of the close of business on the date of adjustment. 11. LOST CERTIFICATES. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant, upon delivery of any indemnity agreement or bond reasonably satisfactory in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company, at its expense, will execute and deliver, in lieu of this Warrant, a new Warrant of like tenor. 12. TRANSFERABILITY. This Warrant shall not be transferred or assigned unless the Company receives an opinion of counsel reasonably acceptable to the Company (which counsel may be counsel for the Company), stating that such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and the registration and qualification requirements under applicable state law. 13. GOVERNING LAW. This Warrant shall be governed by and construed and enforced in accordance with the laws of California. 14. TAXES. The Company shall pay all documentary, stamp or other transactional taxes attributable to the issuance or delivery of shares of Common Stock of the Company upon exercise of all or any part of this Warrant; provided, however, that the Company shall not be required to pay any 6 8 taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares in a name other than that of the holder of this Warrant. 15. RIGHTS OF WARRANT HOLDER. No holder of this Warrant, as such, shall be entitled to vote or receive dividends or be considered a shareholder of the Company for any purpose, nor shall anything in this Warrant be construed to confer on any holder of this Warrant, as such, any rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action, to receive notice of meetings of shareholders, to receive dividends or subscription rights or otherwise. DATED: December 16, 1991 The Company: POLLUTION RESEARCH AND CONTROL [SEAL] CORP., a California corporation BY: /s/ Albert E. Gosselin, Jr. --------------------------------------- Albert E. Gosselin, Jr., President and Chief Executive Officer 7 9 SUBSCRIPTION FORM TO: POLLUTION RESEARCH AND CONTROL CORP. The undersigned, the holder of the attached Warrant, hereby irrevocably elects to exercise the purchase right represented by that Warrant for, and to purchase under that Warrant, _______ shares of Common Stock of POLLUTION RESEARCH AND CONTROL CORP., and herewith makes payment of and requests that the certificates for those shares be issued in the name of, and delivered to_____________________________________________________________, whose address is ________________________________________________________ and if said number of shares shall not be all the shares now purchasable under the attached Warrant, the undersigned hereby requests that a new certificate be registered in the name of and delivered to the undersigned for the balance of the shares purchasable under the attached Warrant. DATED: __________________ ___________________________________ (Signature) ___________________________________ ___________________________________ Note: The above signature must correspond with the name written upon the face of the attached Warrant Certificate unless the Warrant has been properly and lawfully assigned. 8 EX-4.20 13 AMEND. TO WARRANT; S. BECKER, DATED 06/06/94 1 EXHIBIT 4.20 2 AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. Pollution Research and Control Corp., 506 Paula Avenue, Glendale, California 91201 (the "Company"), hereby agrees, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, to extend through 5:00 p.m., Los Angeles time, on November 30, 1995, that certain Warrant to Purchase Common Stock, a copy of which is attached hereto and incorporated herein by this reference, of the Holder, as hereinafter defined, entitling the Holder to purchase from the Company the number of Shares of Common Stock of the Company at the Purchase Price, both as set forth below, on or prior to the Expiration Date, as hereinafter defined. 1. Definitions. As used in this Amendment to Warrant to Purchase Common Stock (the "Amendment"), the following terms shall mean: (a) "Holder" - Stanley Becker. (b) "Shares of Common Stock" - 101,250 shares. (c) "Purchase Price" - $1.58 per share. (d) "Expiration Date" - 5:00 p.m., Los Angeles time, on December 15, 1994. 2. Notices to Holder. Nothing contained in this Amendment shall be construed as conferring upon the Holder hereof the right to vote or to consent or to receive notice as a shareholder in respect of any meetings of shareholders for the election of directors or any other matter or as having any rights whatsoever as a shareholder of the Company. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly made when delivered or mailed by registered or certified mail, postage prepaid, return receipt requested: (a) If to the Holder, to the address of such Holder as shown on the books of the Company; or (b) If to the Company, to the address set forth hereinabove. 3. Change: Waiver. Neither this Amendment nor any term hereof may be changed, waived, discharged or terminated verbally but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. 4. Law Governing. This Amendment shall for all purposes be construed and enforced in accordance with, and governed by, the internal laws of the State of California, without giving effect to principles of conflict of laws. IN WITNESS WHEREOF, the Company has caused this Amendment to be signed by its duly authorized officer and to be effective as of June 6, 1994. POLLUTION RESEARCH AND CONTROL CORP. By: /s/ Albert E. Gosselin, Jr. ------------------------------------- Albert E. Gosselin, Jr., President EX-4.21 14 WARRANT TO PURCHASE 27,000; 12/16/91, J. KILMARTIN 1 EXHIBIT 4.21 2 THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND THUS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THAT ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE SECURITIES LAW OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS AVAILABLE. [ART] "Living Depends On Us" WARRANT TO PURCHASE 27,000 SHARES OF COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. FROM DECEMBER 16, 1991 VOID AFTER 5:00 P.M., LOS ANGELES TIME, ON DECEMBER 15, 1994 This certifies that John Kilmartin, or registered assigns, is entitled, subject to the terms set forth below, to purchase from Pollution Research and Control Corp., a California corporation (the "Company"), the above number of fully paid and nonassessable shares of Common Stock of the Company ("Common Stock") at a purchase price of One Dollar and Fifty-Eight Cents ($1.58) per share ("Purchase Price"). The Purchase Price and number of shares of Common Stock issuable upon exercise hereof shall be subject to adjustment as provided in this Warrant. This Warrant is exercisable at any time, or from time to time, to and including 5:00 p.m., Los Angeles time, on December 15, 1994, unless sooner exercise is required pursuant to the terms of this Warrant. Registered Owner: John Kilmartin 517 Mineral Spring Avenue P.O. Box 427 Pawtucket, RI 02860 Purchase Price: $1.58 per Share 1 3 1. DEFINITIONS. As used in this Warrant, the following terms, unless the context otherwise requires, have the following meanings: 1.1 "Company" includes any corporation which shall succeed to or assume the obligations of the Company under this Warrant. 1.2 "Common Stock," when used with reference to stock of the Company, means all shares, now or hereafter authorized, of the class of the Common Stock of the Company presently authorized and stock of any other class into which those shares may hereafter be changed. 1.3 The terms "Warrant holder," "holder of this Warrant," "holder," or similar terms when the context refers to a holder of the Warrant, refer to any person who shall at the time be the registered holder of the Warrant. 2. EXERCISE. The holder of this Warrant may exercise it in full by surrender of this Warrant, with the form of subscription at the end of this Warrant duly executed by the holder, to the Company at its principal office, accompanied by payment in the amount obtained by multiplying the Purchase Price by the number of shares of Common Stock specified on the face of this Warrant as may be adjusted pursuant to the terms of this Warrant. Payment shall be made in cash, cashier's or certified check payable to the Company, by the surrender of any notes of the Company having an unpaid principal and interest balance at least equal to such payment (designating the portion of such balance to be applied), or by any combination of such methods. The holder of this Warrant may exercise it in part by surrendering it, accompanied by payment as provided above, except that the amount payable by the holder on such partial exercise shall be the amount obtained by multiplying the Purchase Price by the number of shares of Common Stock (without giving effect to any adjustment of that number) designated by the holder in a written statement accompanying this Warrant. On partial exercise, the Company shall, unless this Warrant has expired, promptly issue and deliver to the holder of this Warrant a new Warrant or Warrants of like tenor and dated the date hereof in the name of that holder providing for the right to purchase that number of shares of Common Stock (without giving effect to any adjustment of that number) for which this Warrant has not been exercised. In the event the Common Stock issuable upon exercise of this Warrant is not then registered under the Securities Act of 1933, as amended, the holder of this Warrant shall, upon exercise of this Warrant, deliver to the Company an investor's certificate with respect to such shares to the effect that such shares are being acquired for investment purposes only and for its own account, and not as a nominee or agent for any other person and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933, as amended. 2 4 3. ISSUANCE OF CERTIFICATES. As soon as possible after full or partial exercise of this Warrant, the Company, at its expense, will cause to be issued in the name of and delivered to the holder of this Warrant, a certificate, or certificates, for the number of fully paid and nonassessable shares of Common Stock to which that holder shall be entitled on such exercise, together with any other securities and property to which that holder is entitled on such exercise under the terms of this Warrant. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Purchase Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment 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 close of business on the next succeeding date on which the stock transfer books are open. No fractional share will be issued on exercise of rights to purchase under this Warrant. If on any exercise of this Warrant, a fraction of a share results, the Company will pay the cash value of that fractional share, calculated on the basis of the Purchase Price. 4. SUBDIVISIONS OR COMBINATIONS. If, at any time during the term hereof, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up, then, immediately following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the number of shares of Common Stock issuable upon exercise of this Warrant shall be increased and the Purchase Price shall be decreased in proportion to such increase in outstanding shares. If at any time during the term hereof the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, immediately following the record date for such combination, the number of shares of Common Stock issuable upon exercise of this Warrant shall be decreased and the Purchase Price shall be increased in proportion to such decrease in outstanding shares. If the Company shall, at any time, subdivide or combine its outstanding shares of Common Stock, pay a dividend of other securities to the holders of such shares, or pay a dividend of shares of Common Stock to holders of any such stock of the Company of any class, this Warrant shall, after that subdivision, combination, or dividend, evidence the right to purchase the number of shares of Common Stock or other securities that would have been issuable to the holder of this Warrant as a result of that subdivision, combination or dividend with respect to the shares of Common Stock which were purchasable under this Warrant immediately before that subdivision, combination, or dividend or any record date thereafter. If the Company shall at any time subdivide the outstanding shares of Common Stock, the Purchase Price then in effect immediately before that subdivision shall be proportionately decreased, and, if the Company shall at any time combine the outstanding shares of Common Stock, the Purchase Price then in effect immediately before that combination shall be 3 5 proportionately increased. Any judgment under this Section 4 shall become effective at the close of business on the date the subdivision, combination or dividend becomes effective retroactive to the record date therefor, if any. 5. REORGANIZATION, RECLASSIFICATION. If the Common Stock issuable on exercise of this Warrant shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares provided for above), the holder of this Warrant shall, on its exercise, be entitled to purchase, in lieu of the Common Stock which that holder would have become entitled to purchase but for such change, a number of shares of such other class or classes of stock which the holder of this Warrant would have owned or have been entitled to receive after such change, had this Warrant been exercised immediately before that change or any record date therefor. 6. CONSOLIDATION, MERGERS. If at any time there shall be a capital reorganization of the Common Stock issuable upon exercise of this Warrant (other than a combination, reclassification, exchange or subdivision of shares provided for elsewhere in this Warrant) or a merger or consolidation of the Company with or into another corporation, or the sale of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, or sale, lawful provision shall be made so that the holder of this Warrant shall thereafter be entitled to receive on exercise of this Warrant, during the period specified in this Warrant and on payment of the Purchase Price then in effect the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable on exercise of this Warrant would have been entitled on such capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board Of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the holder of this Warrant after the reorganization, merger, consolidation, or sale such that the provisions of this Warrant (including adjustments of the Purchase Price then in effect and number of shares purchasable on exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event on exercise of this Warrant. 7. NOTICE. The Company shall promptly give written notice of each adjustment of the Purchase Price or the number of shares of Common Stock or other securities issuable on exercise of this Warrant, by certified mail, return receipt requested, postage prepaid, to the registered holder of this Warrant at that holder's address as shown on the Company's books. The notice shall state the adjustment and show in reasonable detail the facts on which that adjustment is based. 4 6 If (i) the Company shall pay any dividend payable in stock on its Common Stock or make any other distributions to the holders of its Common Stock (other than a dividend in Common Stock exempt from the adjustment provisions of the Warrant), or (ii) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights, or (iii) there shall be any capital reorganization or reclassification of the Company's Common Stock or consolidation or merger of the Company with or into another corporation, or (iv) there shall be any sale of all or substantially all of the Company's properties and assets, or (v) there shall be a voluntary or involuntary dissolution, liquidation, or winding up of the Company, or (vi) the Company shall have received an offer approved by the Board of Directors to purchase all or substantially all of its assets; then, in each case, the Company shall give at least 15 calendar days prior written notice (by certified mail, return receipt requested) to the registered holder of this Warrant at the address of that holder shown on the books of the Company, of the date as of which the books of the Company shall close or a record shall be taken for such dividend, distribution, or subscription rights, or the date as of which the reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up shall take place. That notice shall also specify the date as of which the holders of the Common Stock of record shall participate in that dividend, distribution, or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable on such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up (on which date, in the event of voluntary or involuntary dissolution, liquidation, or winding up of the Company, or consolidation or merger in which the Company is not a surviving entity or becomes a wholly-owned subsidiary, the right to exercise this Warrant shall cease). 8. LIMITS ON ADJUSTMENT AND SUBSEQUENT EVENTS. No adjustment hereunder shall be made in an amount less than $.25 in the case of an adjustment to the Purchase Price and one tenth of one share in the case of an adjustment in the number of shares of Common Stock purchasable hereunder, but any such amount shall be carried forward and shall be given effect in the next adjustment. 9. COVENANTS. The Company covenants that it will not, by amendment of its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action avoid, or seek to avoid, the observance or performance of any of the terms of this Warrant, but will, at all times and in good faith, assist in carrying out all those terms and in taking all action necessary or appropriate to protect the rights of the holder of this Warrant against other impairment. Without limiting the generality of the above provision, the Company: (i) will take all necessary or appropriate action in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on exercise of this Warrant; 5 7 (ii) will not increase the par value of the shares of Common Stock receivable on the exercise of this Warrant above the amount payable for those shares on such exercise; and (iii) will at all times reserve and keep available, solely for issuance upon exercise of this Warrant, all shares of Common Stock or other securities from time to time issuable upon exercise of this Warrant. 10. CHANGES IN WARRANT. The form of this Warrant need not be changed because of any adjustment in the Purchase Price or in the number of shares of Common Stock purchasable upon its exercise. A Warrant issued after any such adjustment or any partial exercise or in replacement may continue to express the same Purchase Price and the same number of shares of Common Stock (appropriately reduced in the case of partial exercise) as are stated on the face of this Warrant as initially issued, and that Purchase Price and the number of shares shall be considered to have been so changed as of the close of business on the date of adjustment. 11. LOST CERTIFICATES. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant, upon delivery of any indemnity agreement or bond reasonably satisfactory in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company, at its expense, will execute and deliver, in lieu of this Warrant, a new Warrant of like tenor. 12. TRANSFERABILITY. This Warrant shall not be transferred or assigned unless the Company receives an opinion of counsel reasonably acceptable to the Company (which counsel may be counsel for the Company), stating that such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and the registration qualification requirements under applicable state law. 13. GOVERNING LAW. This Warrant shall be governed by and construed and enforced in accordance with the laws of California, 14. TAXES. The Company shall pay all documentary, stamp or other transactional taxes attributable to the issuance or delivery of shares of Common Stock of the Company upon exercise of all or any part of this Warrant; provided, however, that the Company shall not be required to pay any 6 8 taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares in a name other than that of the holder of this Warrant. 15. RIGHTS OF WARRANT HOLDER. No holder of this Warrant, as such, shall be entitled to vote or receive dividends or be considered a shareholder of the Company for any purpose, nor shall anything in this Warrant be construed to confer on any holder of this Warrant, as such, any rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action, to receive notice of meetings of shareholders, to receive dividends or subscription rights or otherwise. DATED: December 16, 1991 The Company: POLLUTION RESEARCH AND CONTROL [SEAL] CORP., a California corporation BY: /s/ Albert E. Gosselin, Jr. -------------------------------------- Albert E. Gosselin, Jr., President and Chief Executive Officer 7 9 SUBSCRIPTION FORM TO: POLLUTION RESEARCH AND CONTROL CORP. The undersigned, the holder of the attached Warrant, hereby irrevocably elects to exercise the purchase right represented by that Warrant for, and to purchase under that Warrant, _____ shares of Common Stock of POLLUTION RESEARCH AND CONTROL CORP., and herewith makes payment of and requests that the certificates for those shares be issued in the name of, and delivered to_____________________ whose address is____________________________________________________________ and if said number of shares shall not be all the shares now purchasable under the attached Warrant, the undersigned hereby requests that a new certificate be registered in the name of and delivered to the undersigned for the balance of the shares purchasable under the attached Warrant. DATED:__________________ _________________________________________ (Signature) _________________________________________ _________________________________________ Note: The above signature must correspond with the name written upon the face of the attached Warrant Certificate unless the Warrant has been properly and lawfully assigned. 8 EX-4.22 15 AMEND. TO WARRANT; J. KILMARTIN DATED 06/06/94 1 EXHIBIT 4.22 2 AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. Pollution Research and Control Corp., 506 Paula Avenue, Glendale, California 91201 (the "Company"), hereby agrees, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, to extend through 5:00 p.m., Los Angeles time, on November 30, 1995, that certain Warrant to Purchase Common Stock, a copy of which is attached hereto and incorporated herein by this reference, of the Holder, as hereinafter defined, entitling the Holder to purchase from the Company the number of Shares of Common Stock of the Company at the Purchase Price, both as set forth below, on or prior to the Expiration Date, as hereinafter defined. 1. Definitions. As used in this Amendment to Warrant to Purchase Common Stock (the "Amendment"), the following terms shall mean: (a) "Holder" - John Kilmartin. (b) "Shares of Common Stock" - 27,000 shares. (c) "Purchase Price" - $1.58 per share. (d) "Expiration Date" - 5:00 p.m., Los Angeles time, on December 15, 1994. 2. Notices to Holder. Nothing contained in this Amendment shall be construed as conferring upon the Holder hereof the right to vote or to consent or to receive notice as a shareholder in respect of any meetings of shareholders for the election of directors or any other matter or as having any rights whatsoever as a shareholder of the Company. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly made when delivered or mailed by registered or certified mail, postage prepaid, return receipt requested: (a) If to the Holder, to the address of such Holder as shown on the books of the Company; or (b) If to the Company, to the address set forth hereinabove. 3. Change: Waiver. Neither this Amendment nor any term hereof may be changed, waived, discharged or terminated verbally but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. 4. Law Governing. This Amendment shall for all purposes be construed and enforced in accordance with, and governed by, the internal laws of the State of California, without giving effect to principles of conflict of laws. IN WITNESS WHEREOF, the Company has caused this Amendment to be signed by its duly authorized officer and to be effective as of June 6, 1994. POLLUTION RESEARCH AND CONTROL CORP. By: /s/ Albert E. Gosselin, Jr. -------------------------------------- Albert E. Gosselin, Jr., President EX-4.23 16 WARRANT TO PURCHASE, 12/16/91; B. LYNCH 1 EXHIBIT 4.23 2 THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND THUS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THAT ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE SECURITIES LAW OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS AVAILABLE. [ART] "Living Depends On Us" WARRANT TO PURCHASE 74,250 SHARES OF COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. FROM DECEMBER 16, 1991 VOID AFTER 5:00 P.M., LOS ANGELES TIME, ON DECEMBER 15, 1994 This certifies that Bruce Lynch, or registered assigns, is entitled, subject to the terms set forth below, to purchase from Pollution Research and Control Corp., a California corporation (the "Company"), the above number of fully paid and nonassessable shares of Common Stock of the Company ("Common Stock") at a purchase price of One Dollar and Fifty-Eight Cents ($1.58) per share ("Purchase Price"). The Purchase Price and number of shares of Common Stock issuable upon exercise hereof shall be subject to adjustment as provided in this Warrant. This Warrant is exercisable at any time, or from time to time, to and including 5:00 P.M., Los Angeles time, on December 15, 1994, unless sooner exercise is required pursuant to the terms of this Warrant. Registered Owner: Bruce Lynch 9 Stonefield Drive E. Sandwich, MA 02357 Purchase Price: $1.58 per Share 1 3 1. DEFINITIONS. As used in this Warrant, the following terms, unless the context otherwise requires, have the following meanings: 1.1 "Company" includes any corporation which shall succeed to or assume the obligations of the Company under this Warrant. 1.2 "Common Stock," when used with reference to stock of the Company, means all shares, now or hereafter authorized, of the class of the Common Stock of the Company presently authorized and stock of any other class into which those shares may hereafter be changed. 1.3 The terms "Warrant holder," "holder of this Warrant," "holder," or similar terms when the context refers to a holder of the Warrant, refers to any person who shall at the time be the registered holder of the Warrant. 2. EXERCISE. The holder of this Warrant may exercise it in full by surrender of this Warrant, with the form of subscription at the end of this Warrant duly executed by the holder, to the Company at its principal office, accompanied by payment in the amount obtained by multiplying the Purchase Price by the number of shares of Common Stock specified on the face of this Warrant as may be adjusted pursuant to the terms of this Warrant. Payment shall be made in cash, cashier's or certified check payable to the Company, by the surrender of any notes of the Company having an unpaid principal and interest balance at least equal to such payment (designating the portion of such balance to be applied), or by any combination of such methods. The holder of this Warrant may exercise it in part by surrendering it, accompanied by payment as provided above, except that the amount payable by the holder on such partial exercise shall be the amount obtained by multiplying the Purchase Price by the number of shares of Common Stock (without giving effect to any adjustment of that number) designated by the holder in a written statement accompanying this Warrant. On partial exercise, the Company shall, unless this Warrant has expired, promptly issue and deliver to the holder of this Warrant a new Warrant or Warrants of like tenor and dated the date thereof in the name of that holder providing for the right to purchase that number of shares of Common Stock (without giving effect to any adjustment of that number) for which this Warrant has not been exercised. In the event the Common Stock issuable upon exercise of this Warrant is not then registered under the Securities Act of 1933, as amended, the holder of this Warrant shall, upon exercise of this Warrant, deliver to the Company an investor's certificate with respect to such shares to the effect that such shares are being acquired for investment purposes only and for its own account, and not as a nominee or agent for any other person and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933, as amended. 2 4 3. ISSUANCE OF CERTIFICATES. As soon as possible after full or partial exercise of this Warrant, the Company, at its expense, will cause to be issued in the name of and delivered to the holder of this Warrant, a certificate, or certificates, for the number of fully paid and assessable shares of Common Stock to which that holder shall be entitled on such exercise, together with any other securities and property to which that holder is entitled on such exercise under the terms of this Warrant. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Purchase Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment 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 close of business on the next succeeding date on which the stock transfer books are open. No fractional share will be issued on exercise of rights to purchase under this Warrant. If on any exercise of this Warrant, a fraction of a share results, the Company will pay the cash value of that fractional share, calculated on the basis of the Purchase Price. 4. SUBDIVISIONS OR COMBINATIONS. If, at any time during the term hereof, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up, then, immediately following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the number of shares of Common Stock issuable upon exercise of this Warrant shall be increased and the Purchase Price shall be decreased in proportion to such increase in outstanding shares. If at any time during the term hereof the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, immediately following the record date for such combination, the number of shares of Common Stock issuable upon exercise of this Warrant shall be decreased and the Purchase Price shall be increased in proportion to such decrease in outstanding shares. If the Company shall, at any time, subdivide or combine its outstanding shares of Common Stock, pay a dividend of other securities to the holders of such shares, or pay a dividend of shares of Common Stock to holders of any such stock of the Company of any class, this Warrant shall, after that subdivision, combination, or dividend, evidence the right to purchase the number of shares of Common Stock or other securities that would have been issuable to the holder of this Warrant as a result of that subdivision, combination or dividend with respect to the shares of Common Stock which were purchasable under this Warrant immediately before that subdivision, combination, or dividend or any record date thereafter. If the Company shall at any time subdivide the outstanding shares of Common Stock, the Purchase Price then in effect immediately before that subdivision shall be proportionately decreased, and, if the Company shall at any time combine the outstanding shares of Common Stock, the Purchase Price then in effect immediately before that combination shall be 3 5 proportionately increased. Any judgment under this Section 4 shall become effective at the close of business on the date the subdivision, combination or dividend becomes effective retroactive to the record date therefor, if any. 5. REORGANIZATION, RECLASSIFICATION. If the Common Stock issuable on exercise of this Warrant shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares provided for above, the holder of this Warrant shall, on its exercise, be entitled to purchase, in lieu of the Common Stock which that holder would have become entitled to purchase but for such change, a number of shares of such other class or classes of stock which the holder of this Warrant would have owned or have been entitled to receive after such change, had this Warrant been exercised immediately before that change or any record date therefor. 6. CONSOLIDATION, MERGERS. If at any time there shall be a capital reorganization of the Common Stock issuable upon exercise of this Warrant (other than a combination, reclassification, exchange or subdivision of shares provided for elsewhere in this Warrant) or a merger or consolidation of the Company with or into another corporation, or the sale of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, or sale, lawful provision shall be made so that the holder of this Warrant shall thereafter be entitled to receive on exercise of this Warrant, during the period specified in this Warrant and on payment of the Purchase Price then in effect, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable on exercise of this Warrant would have been entitled on such capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the holder of this Warrant after the reorganization, merger, consolidation, or sale such that the provisions of this Warrant (including adjustments of the Purchase Price then in effect and number of shares purchasable on exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event on exercise of this Warrant. 7. NOTICE. The Company shall promptly give written notice of each adjustment of the Purchase Price or the number of shares of Common Stock or other securities issuable on exercise of this Warrant, by certified mail, return receipt requested, postage prepaid, to the registered holder of this Warrant at that holder's address as shown on the Company's books. The notice shall state the adjustment and show in reasonable detail the facts on which that adjustment is based. 4 6 If (i) the Company shall pay any dividend payable in stock on its Common Stock or make any other distributions to the holders of its Common Stock (other than a dividend in Common Stock exempt from the adjustment provisions of this Warrant), or (ii) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights, or (iii) there shall be any capital reorganization or reclassification of the Company's Common Stock or consolidation or merger of the Company with or into another corporation, or (iv) there shall be any sale of all or substantially all of the Company's properties and assets, or (v) there shall be a voluntary or involuntary dissolution, liquidation, or winding up of the Company, or (vi) the Company shall have received an offer approved by the Board of Directors to purchase all or substantially all of its assets; then, in each case, the Company shall give at least 15 calendar days prior written notice (by certified mail, return receipt requested) to the registered holder of this Warrant at the address of that holder shown on the books of the Company, of the date as of which the books of the Company shall close or a record shall be taken for such dividend, distribution, or subscription rights, or the date as of which the reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up shall take place. That notice shall also specify the date as of which the holders of the Common Stock of record shall participate in that dividend, distribution, or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable on such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up (on which date, in the event of voluntary or involuntary dissolution, liquidation, or winding up of the Company, or consolidation or merger in which the Company is not a surviving entity or becomes a wholly-owned subsidiary, the right to exercise this Warrant shall cease). 8. LIMITS ON ADJUSTMENT AND SUBSEQUENT EVENTS. No adjustment hereunder shall be made in an amount less than $.25 in the case of an adjustment to the Purchase Price and one tenth of one share in the case of an adjustment in the number of shares of Common Stock purchasable hereunder, but any such amount shall be carried forward and shall be given effect in the next adjustment. 9. COVENANTS. The Company covenants that it will not, by amendment of its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action avoid, or seek to avoid, the observance or performance of any of the terms of this Warrant, but will, at all times and in good faith, assist in carrying out all those terms and in taking all action necessary or appropriate to protect the rights of the holder of this Warrant against other impairment. Without limiting the generality of the above provision, the Company: (i) will take all necessary or appropriate action in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on exercise of this Warrant; 5 7 (ii) will not increase the par value of the shares of Common Stock receivable on the exercise of this Warrant above the amount payable for those shares on such exercise; and (iii) will at all times reserve and keep available, solely for issuance upon exercise of this Warrant, all shares of Common Stock or other securities from time to time issuable upon exercise of this Warrant. 10. CHANGES IN WARRANT. The form of this Warrant need not be changed because of any adjustment in the Purchase Price or in the number of shares of Common Stock purchasable upon its exercise. A Warrant issued after any such adjustment or any partial exercise or in replacement may continue to express the same Purchase Price and the same number of shares of Common Stock (appropriately reduced in the case of partial exercise) as are stated on the face of this Warrant as initially issued, and that Purchase Price and the number of shares shall be considered to have been so changed as of the close of business on the date of adjustment. 11. LOST CERTIFICATES. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant, upon delivery of any indemnity agreement or bond reasonably satisfactory in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company, at its expense, will execute and deliver, in lieu of this Warrant, a new Warrant of like tenor. 12. TRANSFERABILITY. This Warrant shall not be transferred or assigned unless the Company receives an opinion of counsel reasonably acceptable to the Company (which counsel may be counsel for the Company), stating that such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and the registration and qualification requirements under applicable state law. 13. GOVERNING LAW. This Warrant shall be governed by and construed and enforced in accordance with the laws of California. 14. TAXES. The Company shall pay all documentary, stamp or other transactional taxes attributable to the issuance or delivery of shares of Common Stock of the Company upon exercise of all or any part of this Warrant; provided, however, that the Company shall not be required to pay any 6 8 taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares in a name other than that of the holder of this Warrant. 15. RIGHTS OF WARRANT HOLDER. No holder of this Warrant, as such, shall be entitled to vote or receive dividends or be considered a shareholder of the Company for any purpose, nor shall anything in this Warrant be construed to confer on any holder of this Warrant, as such, any rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action, to receive notice of meetings of shareholders, to receive dividends or subscription rights or otherwise. DATED: December 16, 1991 The Company: POLLUTION RESEARCH AND CONTROL [SEAL] CORP., a California corporation BY: /s/ Albert E. Gosselin, Jr. -------------------------------------- Albert E. Gosselin, Jr., President and Chief Executive Officer 7 9 SUBSCRIPTION FORM TO: POLLUTION RESEARCH AND CONTROL CORP. The undersigned, the holder of the attached Warrant, hereby irrevocably elects to exercise the purchase right represented by that Warrant for, and to purchase under that Warrant, ________ shares of Common Stock of POLLUTION RESEARCH AND CONTROL CORP., and herewith makes payment of and requests that the certificates for those shares be issued in the name of, and delivered to_________________________________________________________________, whose address is_____________________________________________________________ and if said number of shares shall not be all the shares now purchasable under the attached Warrant, the undersigned hereby requests that a new certificate be registered in the name of an delivered to the undersigned for the balance of the shares purchasable under the attached Warrant. DATED: _________________ ____________________________________ (Signature) ____________________________________ ____________________________________ Note: The above signature must correspond with the name written upon the face of the attached Warrant Certificate unless the Warrant has been properly and lawfully assigned. 8 EX-4.24 17 AMEND. TO WARRANT B. LYNCH, DATED 06/06/94 1 EXHIBIT 4.24 2 AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. Pollution Research and Control Corp., 506 Paula Avenue, Glendale, California 91201 (the "Company"), hereby agrees, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, to extend through 5:00 p.m., Los Angeles time, on November 30, 1995, that certain Warrant to Purchase Common Stock, a copy of which is attached hereto and incorporated herein by this reference, of the Holder, as hereinafter defined, entitling the Holder to purchase from the Company the number of Shares of Common Stock of the Company at the Purchase Price, both as set forth below, on or prior to the Expiration Date, as hereinafter defined. 1. Definitions. As used in this Amendment to Warrant to Purchase Common Stock (the "Amendment"), the following terms shall mean: (a) "Holder" - Bruce Lynch. (b) "Shares of Common Stock" - 74,250 shares. (c) "Purchase Price" - $1.58 per share. (d) "Expiration Date" - 5:00 p.m., Los Angles time, on December 15, 1994. 2. Notices to Holder. Nothing contained in this Amendment shall be construed as conferring upon the Holder hereof the right to vote or to consent or to receive notice as a shareholder in respect of any meetings of shareholders for the election of directors or any other matter or as having any rights whatsoever as a shareholder of the Company. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly made when delivered or mailed by registered or certified mail, postage prepaid, return receipt requested: (a) If to the Holder, to the address of such Holder as shown on the books of the Company; or (b) If to the Company, to the address set forth hereinabove. 3. Change; Waiver. Neither this Amendment nor any term hereof may be changed, waived, discharged or terminated verbally but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. 4. Law Governing. This Amendment shall for all purposes be construed and enforced in accordance with, and governed by, the internal laws of the State of California, without giving effect to principles of conflict of laws. IN WITNESS WHEREOF, the Company has caused this Amendment to be signed by its duly authorized officer and to be effective as of June 6, 1994. POLLUTION RESEARCH AND CONTROL CORP. By: /s/ Albert E. Gosselin, Jr. ---------------------------------- Albert E. Gosselin, Jr., President EX-4.25 18 WARRANT TO PURCHASE 25,000; M. YOUNG, 05/24/91 1 EXHIBIT 4.25 2 THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND THUS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THAT ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE SECURITIES LAW OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS AVAILABLE. WARRANT TO PURCHASE 25,000 SHARES OF COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. FROM MAY 24, 1991 VOID AFTER 5:00 P.M., LOS ANGELES TIME, ON MAY 23, 1994 This certifies that Michael Young, or registered assigns, is entitled, subject to the terms set forth below, to purchase from Pollution Research and Control Corp., a California corporation (the "Company"), the above number of fully paid and nonassessable shares of Common Stock of the Company ("Common Stock") at a purchase price of Sixty-Nine cents ($.69) per share ("Purchase Price"). The Purchase Price and number of shares of Common Stock issuable upon exercise hereof shall be subject to adjustment as provided in this Warrant. This Warrant is exercisable at any time, or from time to time, to and including 5:00 p.m., Los Angeles time, on May 23, 1994, unless sooner exercise is required pursuant to the terms of this Warrant. Registered Owner: Michael Young Purchase Price: $.69 per Share 1 3 1. DEFINITIONS. As used in this Warrant, the following terms, unless the context otherwise requires, have the following meanings: 1.1 "Company" includes any corporation which shall succeed to or assume the obligations of the Company under this Warrant. 1.2 "Common Stock," when used with reference to stock of the Company, means all shares, now or hereafter authorized, of the class of the Common Stock of the Company presently authorized and stock of any other class into which those shares may hereafter be changed. 1.3 The terms "Warrant holder," "holder of this Warrant," "holder," or similar terms when the context refers to a holder of the Warrant, refers to any person who shall at the time be the registered holder of the Warrant. 2. EXERCISE. The holder of this Warrant may exercise it in full by surrender of this Warrant, with the form of subscription at the end of this Warrant duly executed by the holder, to the Company at its principal office, accompanied by payment in the amount obtained by multiplying the Purchase Price by the number of shares of Common Stock specified on the face of this Warrant as may be adjusted pursuant to the terms of this Warrant. Payment shall be made in cash, cashier's or certified check payable to the Company, by the surrender of any notes of the Company having an unpaid principal and interest balance at least equal to such payment (designating the portion of such balance to be applied), or by any combination of such methods. The holder of this Warrant may exercise it in part by surrendering it, accompanied by payment as provided above, except that the amount payable by the holder on such partial exercise shall be the amount obtained by multiplying the Purchase Price by the number of shares of Common Stock (without giving effect to any adjustment of that number) designated by the holder in a written statement accompanying this Warrant. On partial exercise, the Company shall, unless this Warrant has expired, promptly issue and deliver to the holder of this Warrant a new Warrant or Warrants of like tenor and dated the date hereof in the name of that holder providing for the right to purchase that number of shares of Common Stock (without giving effect to any adjustment of that number) for which this Warrant has not been exercised. In the event the Common Stock issuable upon exercise of this Warrant is not then registered under the Securities Act of 1933, as amended, the holder of this Warrant shall, upon exercise of this Warrant, deliver to the Company an investor's certificate, with respect to such shares to the effect that such shares are being acquired for investment purposes only and for its own account, and not as a nominee or agent for any other person and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933, as amended. 2 4 3. ISSUANCE OF CERTIFICATES. As soon as possible after full or partial exercise of this Warrant, the Company, at its expense, will cause to be issued in the name of and delivered to the holder of this Warrant, a certificate, or certificates, for the number of fully paid and nonassessable shares of Common Stock to which that holder shall be entitled on such exercise, together with any other securities and property to which that holder is entitled on such exercise under the terms of this Warrant. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Purchase Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment 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 close of business on the next succeeding date on which the stock transfer books are open. No fractional share will be issued on exercise of rights to purchase under this Warrant. If on any exercise of this Warrant, a fraction of a share results, the Company will pay the cash value of that fractional share, calculated on the basis of the Purchase Price. 4. SUBDIVISIONS OR COMBINATIONS. If, at any time during the term hereof, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up, then, immediately following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the number of shares of Common Stock issuable upon exercise of this Warrant shall be increased and the Purchase Price shall be decreased in proportion to such increase in outstanding shares. If at any time during the term hereof the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, immediately following the record date for such combination, the number of shares of Common Stock issuable upon exercise of this Warrant shall be decreased and the Purchase Price shall be increased in proportion to such decrease in outstanding shares. If the Company shall, at any time, subdivide or combine its outstanding shares of Common Stock, pay a dividend of other securities to the holders of such shares, or pay a dividend of shares of Common Stock to holders of any such stock of the Company of any class, this Warrant shall, after that subdivision, combination, or dividend, evidence the right to purchase the number of shares of Common Stock or other securities that would have been issuable to the holder of this Warrant as a result of that subdivision, combination or dividend with respect to the shares of Common Stock which were purchasable under this Warrant immediately before that subdivision, combination, or dividend or any record date thereafter. If the Company shall at any time subdivide the outstanding shares of Common Stock, the Purchase Price then in effect immediately before that subdivision shall be proportionately decreased, and, if the Company shall at any time combine the outstanding shares of Common Stock, the Purchase Price then in effect immediately before that combination shall be 3 5 proportionately increased. Any judgment under this Section 4 shall become effective at the close of business on the date the subdivision, combination or dividend becomes effective retroactive to the record date therefor, if any. 5. REORGANIZATION, RECLASSIFICATION. If the Common Stock issuable on exercise of this Warrant shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares provided for above), the holder of this Warrant shall, on its exercise, be entitled to purchase, in lieu of the Common Stock which that holder would have become entitled to purchase but for such change, a number of shares of such other class or classes of stock which the holder of this Warrant would have owned or have been entitled to receive after such change, had this Warrant been exercised immediately before that change or any record date therefor. 6. CONSOLIDATION, MERGERS. If at any time there shall be a capital reorganization of the Common Stock issuable upon exercise of this Warrant (other than a combination, reclassification, exchange or subdivision of shares provided for elsewhere in this Warrant) or a merger or consolidation of the Company with or into another corporation, or the sale of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, or sale, lawful provision shall be made so that the holder of this Warrant shall thereafter be entitled to receive on exercise of this Warrant, during the period specified in this Warrant and on payment of the Purchase Price then in effect, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable on exercise of this Warrant would have been entitled on such capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the holder of this Warrant after the reorganization, merger, consolidation, or sale such that the provisions of this Warrant (including adjustments of the Purchase Price then in effect and number of shares purchasable on exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event on exercise of this Warrant. 7. NOTICE. The Company shall promptly give written notice of each adjustment of the Purchase Price or the number of shares of Common Stock or other securities issuable on exercise of this Warrant, by certified mail, return receipt requested, postage prepaid, to the registered holder of this Warrant at that holder's address as shown on the Company's books. The notice shall state the adjustment and show in reasonable detail the facts on which that adjustment is based. 4 6 If (i) the Company shall pay any dividend payable in stock on its Common Stock or make any other distributions to the holders of its Common Stock (other than a dividend in Common Stock exempt from the adjustment provisions of this Warrant), or (ii) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights, or (iii) there shall be any capital reorganization or reclassification of the Company's Common Stock or consolidation or merger of the Company with or into another corporation, or (iv) there shall be any sale of all or substantially all of the Company's properties and assets, or (v) there shall be a voluntary or involuntary dissolution, liquidation, or winding up of the Company, or (vi) the Company shall have received an offer approved by the Board of Directors to purchase all or substantially all of its assets; then, in each case, the Company shall give at least 15 calendar days prior written notice (by certified mail, return receipt requested) to the registered holder of this Warrant at the address of that holder shown on the books of the Company, of the date as of which the books of the Company shall close or a record shall be taken for such dividend, distribution, or subscription rights, or the date as of which the reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up shall take place. That notice shall also specify the date as of which the holders of the Common Stock of record shall participate in that dividend, distribution, or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable on such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up (on which date, in the event of voluntary or involuntary dissolution, liquidation, or winding up of the Company, or consolidation or merger in which the Company is not a surviving entity or becomes a wholly-owned subsidiary, the right to exercise this Warrant shall cease). 8. LIMITS ON ADJUSTMENT AND SUBSEQUENT EVENTS. No adjustment hereunder shall be made in an amount less than $.25 in the case of an adjustment to the Purchase Price and one tenth of one share in the case of an adjustment in the number of shares of Common Stock purchasable hereunder, but any such amount shall be carried forward and shall be given effect in the next adjustment. 9. COVENANTS. The Company covenants that it will not, by amendment of its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action avoid, or seek to avoid, the observance or performance of any of the terms of this Warrant, but will, at all times and in good faith, assist in carrying out all those terms and in taking all action necessary or appropriate to protect the rights of the holder of this Warrant against other impairment. Without limiting the generality of the above provision, the Company: (i) will take all necessary or appropriate action in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on exercise of this Warrant; 5 7 (ii) will not increase the par value of the shares of Common Stock receivable, on the exercise of this Warrant above the amount payable for those shares on such exercise; and (iii) will at all times reserve and keep available, solely for issuance upon exercise of this Warrant, all shares of Common Stock or other securities from time to time issuable upon exercise of this Warrant. 10. CHANGES IN WARRANT. The form of this Warrant need not be changed because of any adjustment in the Purchase Price or in the number of shares of Common Stock purchasable upon its exercise. A Warrant issued after any such adjustment or any partial exercise or in replacement may continue to express the same Purchase Price and the same number of shares of Common Stock (appropriately reduced in the case of partial exercise) as are stated on the face of this Warrant as initially issued, and that Purchase Price and the number of shares shall be considered to have been so changed as of the close of business on the date of adjustment. 11. LOST CERTIFICATES. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant, upon delivery of any indemnity agreement or bond reasonably satisfactory in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company, at its expense, will execute and deliver, in lieu of this Warrant, a new Warrant of like tenor. 12. TRANSFERABILITY. This Warrant shall not be transferred or assigned unless the Company receives an opinion of counsel reasonably acceptable to the Company (which counsel may be counsel for the Company), stating that such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and the registration and qualification requirements under applicable state law. 13. GOVERNING LAW. This Warrant shall be governed by and construed and enforced in accordance with the laws of California. 14. TAXES. The Company shall pay all documentary, stamp or other transactional taxes attributable to the issuance or delivery of shares of Common Stock of the Company upon exercise of all or any part of this Warrant; provided, however, that the Company shall not be required to pay any 6 8 taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares in a name other than that of the holder of this Warrant. 15. RIGHTS OF WARRANT HOLDER. No holder of this Warrant, as such, shall be entitled to vote or receive dividends or be considered a shareholder of the Company for any purpose, nor shall anything in this Warrant be construed to confer on any holder of this Warrant, as such, any rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action, to receive notice of meetings of shareholders, to receive dividends or subscription rights or otherwise. DATED: May 23, 1991 The Company: POLLUTION RESEARCH AND CONTROL [SEAL] CORP., a California corporation BY: /s/ Albert E. Gosselin, Jr. ---------------------------------- Albert E. Gosselin, Jr., President and Chief Executive Officer 7 9 SUBSCRIPTION FORM TO: POLLUTION RESEARCH AND CONTROL CORP. The undersigned, the holder of the attached Warrant, hereby irrevocably elects to exercise the purchase right represented by that Warrant for, and to purchase under that Warrant, _________ shares of Common Stock of POLLUTION RESEARCH AND CONTROL CORP., and herewith makes payment of and requests that the certificates for those shares be issued in the name of, and delivered to _____________________________________________, whose address is _______________________________________________________________ and if said number of shares shall not be all the shares now purchasable under the attached Warrant, the undersigned hereby requests that a new certificate be registered in the name of and delivered to the undersigned for the balance of the shares purchasable under the attached Warrant. DATED:_____________________________ _________________________________________ (Signature) _________________________________________ _________________________________________ Note: The above signature must correspond with the name written upon the face of the attached Warrant Certificate unless the Warrant has been properly and lawfully assigned. 8 EX-4.26 19 AMEND. TO WARRANT; M. YOUNG, DATED 05/24/91 1 EXHIBIT 4.26 2 AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. Pollution Research and Control Corp., 506 Paula Avenue, Glendale, California 91201 (the "Company"), hereby agrees, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, to extend through 5:00 p.m., Los Angeles time, on November 30, 1995, that certain Warrant to Purchase Common Stock, a copy of which is attached hereto and incorporated herein by this reference, of the Holder, as hereinafter defined, entitling the Holder to purchase from the Company the number of Shares of Common Stock of the Company at the Purchase Price, both as set forth below, on or prior to the Expiration Date, as hereinafter defined. 1. Definitions. As used in this Amendment to Warrant to Purchase Common Stock (the "Amendment"), the following terms shall mean: (a) "Holder" - Michael Young. (b) "Shares of Common Stock" - 25,000 shares. (c) "Purchase Price" - $.69 per share. (d) "Expiration Date" - 5:00 p.m., Los Angeles time, on May 23, 1994. 2. Notices to Holder. Nothing contained in this Amendment shall be construed as conferring upon the Holder hereof the right to vote or to consent or to receive notice as a shareholder in respect of any meetings of shareholders for the election of directors or any other matter or as having any rights whatsoever as a shareholder of the Company. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly made when delivered or mailed by registered or certified mail, postage prepaid, return receipt requested: (a) If to the Holder, to the address of such Holder as shown on the books of the Company; or (b) If to the Company, to the address set forth hereinabove. 3. Change; Waiver. Neither this Amendment nor any term hereof may be changed, waived, discharged or terminated verbally but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. 4. Law Governing. This Amendment shall for all purposes be construed and enforced in accordance with, and governed by, the internal laws of the State of California, without giving effect to principles of conflict of laws. IN WITNESS WHEREOF, the Company has caused this Amendment to be signed by its duly authorized officer and to be effective as of June 6, 1994. POLLUTION RESEARCH AND CONTROL CORP. By: /s/ Albert E. Gosselin, Jr. ---------------------------------- Albert E. Gosselin, Jr., President EX-4.27 20 WARRANT TO PURCHASE 12,000, DATED 11/26/91 1 EXHIBIT 4.27 2 "THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND THUS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THAT ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE SECURITIES LAW OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION IS AVAILABLE." [ART] "Living Depends on Us" WARRANT TO PURCHASE 12,000 SHARES OF COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. FROM NOVEMBER 26, 1991 VOID AFTER 5:00 P.M., LOS ANGELES TIME, ON NOVEMBER 25, 1994 This certifies that Kennedy Capital Management, Inc. or registered assigns, is entitled, subject to the terms set forth below, to purchase from Pollution Research and Control Corp., a California corporation (the "Company"), the above number of fully paid and nonassessable shares of Common Stock of the Company ("Common Stock") at a purchase price of One Dollar and Fifty-Eight Cents ($1.58) per share ("Purchase Price"). The Purchase Price and number of shares of Common Stock issuable upon exercise hereof shall be subject to adjustment as provided in this Warrant. This Warrant is exercisable at any time, or from time to time, to and including 5:00 p.m., Los Angeles time, on November 25, 1994, unless sooner exercise is required pursuant to the terms of this Warrant. Registered Owner: Kennedy Capital Management Defined Benefits: Pension Plan Dated 12/29/89 425 N. New Ballas Road St. Louis, MO 63141 Purchase Price: $1.58 per Share 1 3 1. DEFINITIONS. As used in this Warrant, the following terms, unless the context otherwise requires, have the following meanings: 1.1 "Company" includes any corporation which shall succeed to or assume the obligations of the Company under this Warrant. 1.2 "Common Stock," when used with reference to stock of the Company, means all shares, now or hereafter authorized, of the class of the Common Stock of the Company presently authorized and stock of any other class into which those shares may hereafter be changed. 1.3 The terms "Warrant holder," "holder of this Warrant," "holder," or similar terms when the context refers to a holder of the Warrant, refers to any person who shall at the time be the registered holder of the Warrant. 2. EXERCISE. The holder of this Warrant may exercise it in full by surrender of this Warrant, with the form of subscription, at the end of this Warrant duly executed by the holder, to the Company at its principal office, accompanied by payment in the amount obtained by multiplying the Purchase Price by the number of shares of Common Stock specified on the face of this Warrant as may be adjusted pursuant to the terms of this Warrant. Payment shall be made in cash, cashier's or certified check payable to the Company, by the surrender of any notes of the Company having an unpaid principle and interest balance at least equal to such payment (designating the portion of such balance to be applied), or by any combination of such methods. The holder of this Warrant may exercise it in part by surrendering it, accompanied by payment as provided above, except that the amount payable by the holder on such partial exercise shall be the amount obtained by multiplying the Purchase Price by the number of shares of Common Stock (without giving effect to any adjustment of that number) designated by the holder in a written statement accompanying this Warrant. On partial exercise, the Company shall, unless this Warrant has expired, promptly issue and deliver to the holder of this warrant a new Warrant or Warrants of like tenor and dated the date hereof in the name of that holder providing for the right to purchase that number of shares of Common Stock (without giving effect to any adjustment of that number) for which this Warrant has not been exercised. In the event the Common Stock issuable upon exercise of this Warrant is not then registered under the Securities Act of 1933, as amended, the holder of this Warrant shall, upon exercise of this Warrant, deliver to the Company an investor's certificate with respect to such shares to the effect that such shares are being acquired for investment purposes only and for its own account, and not as a nominee or agent for any other person and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 2 4 1933, as amended. 3. ISSUANCE OF CERTIFICATES. As soon as possible after full or partial exercise of this Warrant, the Company, at its expense, will cause to be issued in the name of and delivered to the holder of this warrant, a certificate, or certificates, for the number of fully paid and nonassessable shares of Common Stock to which that holder shall be entitled on such exercise, together with any other securities and property to which that holder is entitled on such exercise under the terms of this warrant. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date of this Warrant was surrendered and payment of the Purchase Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment 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 close of business on the succeeding date on which the stock transfer books are open. No fractional share will be issued on exercise of rights to purchase under this warrant. If on any exercise of this Warrant, a fraction of a share results, the Company will pay the cash value of that fractional share, calculated on the basis of the Purchase Price. 4. SUBDIVISION OR COMBINATIONS. If, at any time during the term hereof, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up, the number of shares of Common Stock, then, immediately following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the number of shares of Common Stock issuable upon exercise of this Warrant shall be increased and the Purchase Price shall be decreased in proportion to such increase in outstanding shares. If, at any time during the term hereof, the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, immediately following the record date for such combination, the number of shares of Common Stock issuable upon exercise of this Warrant shall be decreased and the Purchase Price shall be increased in proportion to such decrease in outstanding shares. If the Company shall, at any time, subdivide or combine its outstanding shares of Common Stock, pay a dividend of other securities to the holders of such shares, or pay a dividend of shares of Common Stock to holders of any such stock of the Company of any class, this Warrant shall, after that subdivision, combination, or dividend, evidence the right to purchase the number of shares of Common Stock or other securities that would have been issuable to the holder of this Warrant as a result of that subdivision, combination or dividend with respect to the shares of Common Stock which were purchasable under this Warrant immediately before that subdivision, combination, or dividend or any record date thereafter. If the Company shall at any time subdivide the outstanding shares of Common Stock, the Purchase Price then in effect immediately before that subdivision shall be proportionately 3 5 decreased, and, if the Company shall at any time combine the outstanding shares of Common Stock, the Purchase Price then in effect immediately before that combination shall be proportionately increased. Any judgement under this Section 4 shall become effective at the close of business on the date the subdivision, combination or dividend becomes effective retroactive to the record date therefor, if any. 5. REORGANIZATION, RECLASSIFICATION. If the Common Stock issuable on exercise of this Warrant shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, or otherwise (other than a subdivision or combination of shares provided for above), the holder of this Warrant shall, on its exercise, be entitled to purchase, in lieu of the Common Stock which that holder would have become entitled to purchase but for such change, a number of shares of such other class or classes of stock which the holder of this Warrant would have owned or have been entitled to receive after such change, had this warrant been exercised immediately before that change or any record date therefor. 6. CONSOLIDATION, MERGERS. If at any time there shall be a capital reorganization of the Common Stock issuable on exercise of this Warrant (other than a combination, reclassification, exchange or subdivision of shares provided for elsewhere in this Warrant) or a merger or consolidation of the Company with or into another corporation, or the sale of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, or sale, lawful provision shall be made so that the holder of this Warrant shall thereafter be entitled to receive on exercise of this Warrant, during the period specified in this Warrant and on payment of the Purchase Price then in effect, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable on exercise of this Warrant would have been entitled on such capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the holder of this Warrant after the reorganization, merger, consolidation, or sale such that the provisions of this Warrant (including adjustments of the Purchase Price then in effect and number of shares purchasable on exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event on exercise of this Warrant. 7. NOTICE. The Company shall promptly give written notice of each adjustment of the Purchase Price or the number of shares of Common Stock or other securities issuable on exercise of this Warrant, by certified mail, return receipt requested, postage prepaid, to the registered holder 4 6 of this Warrant at that holder's address as shown on the Company's books. The notice shall state the adjustment and show in reasonable detail the facts on which that adjustment is based. If (i) the Company shall pay any dividend payable in stock on its Common Stock or make any other distributions to the holders of its Common Stock (other than a dividend in Common Stock exempt from the adjustment provisions of this Warrant), or (ii) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights, or (iii) there shall be any capital reorganization or reclassification of the Company's Common Stock or consolidation or merger of the Company with or into another corporation, or (iv) there shall be any sale of all or substantially all of the Company's properties and assets, or (v) there shall be a voluntary or involuntary dissolution, liquidation, or winding up of the Company, or (vi) the Company shall have received an offer approved by the Board of Directors to purchase all or substantially all of its assets; then, in each case, the Company shall give at least 15 calendar days prior written notice (by certified mail, return receipt requested) to the registered holder of this Warrant at the address of that holder shown on the books of the Company, of the date as of which the books of the Company shall close or a record shall be taken for such dividend, distribution, or subscription rights, or the date as of which the reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up shall take place. That notice shall also specify the date as of which the holders of the Common Stock of record shall participate in that dividend, distribution, or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable on such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up (on which date, in the event of voluntary or involuntary dissolution, liquidation or winding up of the Company, or consolidation or merger in which the Company is not a surviving entity or becomes a wholly-owned subsidiary, the right to exercise this Warrant shall cease). 8. LIMITS ON ADJUSTMENT AND SUBSEQUENT EVENTS. No such adjustment shall be made in an amount less than $.25 in the case of an adjustment to the Purchase Price and one tenth of a share in the case of an adjustment in the number of shares of Common Stock purchasable hereunder, but any such amount shall be carried forward and shall be given effect in the next adjustment. 9. COVENANTS. The Company covenants that it will not, by amendment of its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action avoid, or seek to avoid, the observance or performance of any of the terms of this Warrant, but will, at all times and in good faith, assist in carrying out all those terms and in taking all action necessary or appropriate to protect the rights of the holder of this Warrant against other impairment. Without limiting the generality of the above provision, the Company: 5 7 (i) will take all necessary or appropriate action in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on exercise of this Warrant; (ii) will not increase the par value of the shares of Common Stock receivable on the exercise of this Warrant above the amount payable for those shares on such exercise; and (iii) will at all times reserve and keep available, solely for issuance on exercise of this Warrant, all shares of Common Stock or other securities from time to time issuable on exercise of this Warrant. 10. CHANGES IN WARRANT. The form of this Warrant need not be changed because of any adjustment in the Purchase Price or in the number of shares of Common Stock purchasable on its exercise. A Warrant issued after any such adjustment or any partial exercise or in replacement may continue to express the same Purchase Price and the same number of shares of Common Stock (appropriately reduced in the case of partial exercise) as are stated on the face of this Warrant as initially issued, and that Purchase Price and the number of shares shall be considered to have been so changed as of the close of business on the date of adjustment. 11. LOST CERTIFICATES. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, on delivery of any indemnity agreement or bond reasonably satisfactory in form and amount to the Company or, in the case of mutilation, or surrender and cancellation of this Warrant, the Company, at its expense, will execute and deliver, in lieu of this Warrant, a new Warrant of like tenor. 12. TRANSFERABILITY. This Warrant shall not be transferred or assigned unless the Company receives an opinion of counsel reasonably acceptable to the Company (which counsel may be counsel for the Company), stating that such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and the registration and qualification requirements under applicable state law. 13. GOVERNING LAW. This Warrant shall be governed by and construed and enforced in accordance with the laws of California. 6 8 14. TAXES. The Company shall pay all documentary, stamp or other transactional taxes attributable to the issuance or delivery of shares of Common Stock of the Company upon exercise of all or any part of this Warrant; provided, however, that the Company shall not be required to pay any taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares in a name other than that of the holder of this Warrant. 15. RIGHTS OF WARRANT HOLDER. No holder of this Warrant, as such, shall be entitled to vote or receive dividends or be considered a shareholder of the Company for any purpose, nor shall anything in this Warrant be construed to confer on any holder of this Warrant, as such, any rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action, to receive notice of meetings of shareholders, to receive dividends or subscription rights or otherwise. DATED: November 25, 1991 The Company: POLLUTION RESEARCH AND CONTROL CORP., [SEAL] a California corporation BY: /s/ Albert E. Gosselin, Jr. ----------------------------------- Albert E. Gosselin, Jr. President and Chief Executive Officer 7 9 SUBSCRIPTION FORM TO: POLLUTION RESEARCH AND CONTROL CORP. The undersigned, the holder of the attached Warrant, hereby irrevocably elects to exercise the purchase right represented by that Warrant for, and to purchase under that Warrant, __________ shares of Common Stock of POLLUTION RESEARCH AND CONTROL CORP., and herewith makes payment of and requests that the certificates for those shares be issued in the name of, and delivered to ______________________________________________________________________________, whose address is _____________________________________________________________ and if said number of shares shall not be all the shares now purchasable under the attached Warrant, the undersigned hereby requests that a new certificate be registered in the name of and delivered to the undersigned for the balance of the shares purchasable under the attached Warrant. DATED: __________________________ __________________________________________ (Signature) __________________________________________ __________________________________________ Note: The above signature must correspond with the name written upon the face of the attached Warrant Certificate unless the Warrant has been properly and lawfully assigned. 8 EX-4.28 21 AMEND. TO WARRANT, DATED 06/06/94 1 EXHIBIT 4.28 2 AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. Pollution Research and Control Corp., 506 Paula Avenue, Glendale, California 91201 (the "Company"), hereby agrees, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, to extend through 5:00 p.m., Los Angeles time, on November 30, 1995, that certain Warrant to Purchase Common Stock, a copy of which is attached hereto and incorporated herein by this reference, of the Holder, as hereinafter defined, entitling the Holder to purchase from the Company the number of Shares of Common Stock of the Company at the Purchase Price, both as set forth below, on or prior to the Expiration Date, as hereinafter defined. 1. Definitions. As used in this Amendment to Warrant to Purchase Common Stock (the "Amendment"), the following terms shall mean: (a) "Holder" - Kennedy Capital Management. (b) "Shares of Common Stock" - 12,000 shares. (c) "Purchase Price" - $1.58 per share. (d) "Expiration Date" - 5:00 p.m., Los Angles time, on November 25, 1994. 2. Notices to Holder. Nothing contained in this Amendment shall be construed as conferring upon the Holder hereof the right to vote or to consent or to receive notice as a shareholder in respect of any meetings of shareholders for the election of directors or any other matter or as having any rights whatsoever as a shareholder of the Company. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly made when delivered or mailed by registered or certified mail, postage prepaid, return receipt requested: (a) If to the Holder, to the address of such Holder as shown on the books of the Company; or (b) If to the Company, to the address set forth hereinabove. 3. Change; Waiver. Neither this Amendment nor any term hereof may be changed, waived, discharged or terminated verbally but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. 4. Law Governing. This Amendment shall for all purposes be construed and enforced in accordance with, and governed by, the internal laws of the State of California, without giving effect to principles of conflict of laws. IN WITNESS WHEREOF, the Company has caused this Amendment to be signed by its duly authorized officer and to be effective as of June 6, 1994. POLLUTION RESEARCH AND CONTROL CORP. By: /s/ Albert E. Gosselin, Jr. ---------------------------------- Albert E. Gosselin, Jr., President EX-4.29 22 POLLUTION CONTROL/RESEARCH CORP. 60,000, 08/31/94 1 EXHIBIT 4.29 2 WARRANT #1 POLLUTION CONTROL AND RESEARCH CORP. COMMON STOCK PURCHASE WARRANT For the Purchase of 60,000 shares This certifies that, for value received, The Equity Group Inc. (the "Holder") is entitled, subject to the terms and conditions hereinafter set forth, at any time, and from time to time, and prior to and including August 31, 1998 (the "Expiration Date"), to purchase up to a total of sixty thousand shares (the "Stock") of the common stock ("Common Stock"), of Pollution Research and Control Corp. and its successors and assigns, a California corporation, (the "Company"), at a price of one dollar and seventy cents ($1.70) per share, in lawful funds of the United States of America payable in cash or by certified or official bank check, such price and the number of shares purchasable being subject to adjustment as set forth in this Common Stock Purchase Warrant (the "Warrant") This Warrant is subject to the following further terms and conditions: 1. EXERCISE The purchase rights represented by this Warrant are exercisable, at the option of the Holder, in whole at any time, or in part from time to time. Upon presentation and surrender of this Warrant, with the Subscription Form annexed hereto duly executed, together with payment of the Purchase Price of the shares of Common Stock thereby purchased, at the principal office of the Company, the Holder shall be entitled to receive a certificate or certificates representing the shares of Common Stock so purchased. The term Holder shall include any person to whom this Warrant has been transferred. All shares which may be issued upon the exercise of this Warrant will, upon issuance, be fully paid and non-assessable and free from all taxes, liens and charges with respect thereto. In the case of the purchase of less than all the shares purchasable under this Warrant, the Company shall cancel this Warrant upon the surrender hereof and shall execute and deliver a new Warrant of like tenor for the balance of the shares purchasable hereunder. 3 PAGE 2 2. REGISTRATION If the Company shall at any time and from time to time propose the registration under the Securities Act of 1933, as amended (the "Act") of any securities of the Company, the Company shall give at least thirty (30) days' written notice of each such proposed registration to the Holder and will permit the Holder to include in each such registration this Warrant and/or any or all of the shares of common stock issued or issuable upon the exercise of this Warrant (the "Stock") as the Holder specifies. The Holder shall exercise the "piggy-back registration rights" under this Section by giving written notice to the Company within thirty (30) days of the Holder's receipt of the notice of the proposed registration. The term "registration statement" as used in this Section being deemed to include any form (excepting Form S-8 and only Form SB-2 relating to the forthcoming registration of the '89 Warrants) which may be used to register a distribution of securities to the public for cash, a post-effective amendment to the registration statement, or a notification and offering circular pursuant to a Regulation A offering when necessary to perfect an exemption thereunder), (i) prepare and file with the appropriate state Blue Sky authorities the necessary documents to register or qualify such Warrant and/or Stock, and (ii) use its best efforts to cause such registration statement to become effective and to keep such registration statement and Blue Sky filings correct and effective until such time as an amendment is required to be filed pursuant to the provisions of section 10(a) (3) of the Act. If, for any reason, the Holder is not afforded an opportunity to exercise the "piggy-back registration rights" on all of the shares underlying the Warrant prior to the Expiration Date, then the Expiration Date shall be extended until 90 days after the Holder has the opportunity to exercise such "piggy-back registration rights" on all of the shares. The Company shall bear all costs and expenses of any registration statement (and all amendments and supplements thereto) relating to the registration of the Warrant and/or Stock and any related underwriting agreement, including printing, legal and accounting expenses, and SEC filing fees, expenses and transfer agency fees, but the Company shall have no obligation to pay or otherwise bear (i) any portion of the fees or disbursements of any counsel which any Holder may retain in connection with the registration of the Warrant and/or Stock, (ii) any portion of the underwriter's commission, discounts and expenses attributable to such Warrant and/or Stock being offered and sold by the Holder or (iii) any applicable stock transfer taxes. 4 PAGE 3 The Company shall indemnify and hold harmless the Holder and any underwriter (as defined in the Act) for such Holder, and each person, if any, who controls the Holder or underwriter within the meaning of the Act, against all losses, claims, damages or liabilities, joint or several, to which such Holder or underwriter or controlling person may be subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities, joint or several, to which such Holder or underwriter or controlling person may be subject, under the Act or otherwise, are caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which shares of Common Stock were registered under the Act, or qualified under the Blue Sky laws of applicable jurisdictions, pursuant to this Section 2, any prospectus contained therein, or any amendment or supplement thereto, or arising out of or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue statement or alleged untrue statement or omission based upon and made in conformity with information furnished to the Company in writing by the Holder or by any underwriter for the Holder expressly for use therein. Legend. The Company may imprint on all certificates representing shares of Common Stock, or shares issued in substitution or exchange therefor, the following legend: "These shares have not been registered under the Securities Act of 1933, as amended, and may not be sold, assigned or otherwise transferred without registration thereunder unless Pollution Research and Control Corp. has received the written opinion of counsel satisfactory to it that, after investigation of the relevant facts, such counsel is of the opinion that such sale, assignment or transfer does not involve a transaction requiring registration under the Securities Act of 1933, as amended." 3. COMPANY'S ACKNOWLEDGMENT OF OBLIGATIONS The Company will, at the time of the exercise of this Warrant, upon the request of the Holder, acknowledge in writing its continuing obligation to afford to any holder of Common Stock any rights (including without limitation, any right to registration of shares of Common Stock) to which such holder shall continue to be entitled after such exercise in accordance with the provisions of this Warrant, provided, however, that if the Holder shall fail to make any such request, such failure shall not affect the continuing obligation of the Company to afford to the Holder any such rights. 5 PAGE 4 4. ADJUSTMENTS In case the Company shall at any time subdivide its outstanding shares of Common Stock into a greater number of shares, the Purchase Price in effect immediately prior to such subdivision shall be proportionately reduced and the number of shares of Common Stock purchasable hereunder shall be proportionately increased. In case the outstanding shares of the Common Stock of the Company shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall be proportionately increased and the number of shares of Common Stock purchasable hereunder shall be proportionately reduced. Except upon consolidation or reclassification of the shares of Common Stock of the Company as provided for in this paragraph, the Purchase Price in effect at any time may not be adjusted upward or increased in any manner whatsoever. If any capital reorganization or reclassification of the capital stock of the Company (other than as provided in the prior paragraph), or consolidation or merger of the Company with another corporation, or the sale or conveyance of all or substantially all of its assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale or conveyance, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby had such reorganization, reclassification, consolidation, merger, sale or conveyance not taken place. In any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including without limitation provisions for adjustment of the Purchase Price and of the number of shares purchasable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be in relation to any stock, securities or assets thereafter deliverable upon the exercise hereof. 6 PAGE 5 5. REPLACEMENT Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant. 6. NO FRACTIONAL SHARES The Company shall not be required to issue stock certificates representing fractions of shares of Common Stock, but may at its option in respect of any final fraction of a share make a payment in cash based on the Purchase Price. 7. RESERVATION OF SHARES The Company will reserve and keep available a sufficient number of shares of Common Stock to satisfy the requirements of this Warrant and any other outstanding Warrants. Before taking any action which would cause an adjustment reducing the Purchase Price below the then par value of the shares of Common Stock issuable upon exercise of this Warrant, the Company will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Purchase Price. 8. MERGER, ETC. The Company shall not effect any consolidation, merger or sale of substantially all of its property to any other corporation, unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed or delivered to the Holder at the address indicated in Section 9, the obligation of such corporation to deliver to the Holder shares of stock, securities or property as, in accordance with the provisions of this Warrant, the Holder may be entitled to purchase and to perform and to observe each and every covenant and every covenant and condition of this Warrant to be performed and observed by the Company. 7 PAGE 6 9. NOTICES All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been made when delivered or mailed first-class postage prepaid: (i) if to the Holder, at 919 Third Avenue, New York, New York 10022 or at such other address as may have been furnished to the Company in writing by the Holder; (ii) if to the Company, at 515 West Colorado Street, Glendale, California, Attention of the Secretary, or at such other address as may have been furnished to the Holder in writing by the Company. WITNESS the seal of the Company and the signatures of its duly authorized officers. Dated: August 31, 1993 By /s/ Albert E. Gosselin, Jr. -------------------------------------- Attest: [SIGNATURE] - ----------------------------------- (SECRETARY) 8 SUBSCRIPTION FORM To be executed by the Holder Upon Exercise of the Warrant Pollution Research and Control Corp. The undersigned hereby exercises the right to purchase ____ shares of stock covered by this Warrant at the Purchase Price of $_________ according to the conditions thereof and herewith makes payment of the Purchase Price of such shares in full. Signature _________________________ Address _________________________ _________________________ EX-4.30 23 WARRANT TO PURCHASE 7,500; S. BECKER, 11/08/93 1 EXHIBIT 4.30 2 THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND THUS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THAT ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE SECURITIES LAW OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS AVAILABLE. [ART] "Living Depends On Us" WARRANT TO PURCHASE 7,500 SHARES OF COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. FROM NOVEMBER 8, 1993 VOID AFTER 5:00 P.M., LOS ANGELES TIME, ON DECEMBER 15, 1994 This certifies that Stanley Becker, or registered assigns, is entitled, subject to the terms set forth below, to purchase from Pollution Research and Control Corp., a California corporation (the "Company"), the above number of fully paid and nonassessable shares of Common Stock of the Company ("Common Stock") at a purchase price of One Dollar and Seventy-Five Cents ($1.75) per share ("Purchase Price"). The Purchase Price and number of shares of Common Stock issuable upon exercise hereof shall be subject to adjustment as provided in this Warrant. This Warrant is exercisable at any time, or from time to time, to and including 5:00 p.m., Los Angeles time, on December 15, 1994, unless sooner exercise is required pursuant to the terms of this Warrant. Registered Owner: Stanley Becker 55 E. End Avenue Apartment 7A New York, NY 10028 Purchase Price: $1.75 per Share 1 3 1. DEFINITIONS. As used in this Warrant, the following terms, unless the context otherwise requires, have the following meanings: 1.1 "Company" includes any corporation which shall succeed to or assume the obligations of the Company under this Warrant. 1.2 "Common Stock," when used with reference to stock of the Company, means all shares, now or hereafter authorized, of the class of the Common Stock of the Company presently authorized and stock of any other class into which those shares may hereafter be changed. 1.3 The terms "Warrant holder," "holder of this Warrant," "holder," or similar terms when the context refers to a holder of the Warrant, refers to any person who shall at the time be the registered holder of the Warrant. 2. EXERCISE. The holder of this Warrant may exercise it in full by surrender of this Warrant, with the form of subscription at the end of this Warrant duly executed by the holder, to the Company at its principal office, accompanied by payment in the amount obtained by multiplying the Purchase Price by the number of shares of Common Stock specified on the face of this Warrant as may be adjusted pursuant to the terms of this Warrant. Payment shall be made in cash, cashier's or certified check payable to the Company, by the surrender of any notes of the Company having an unpaid principal and interest balance at least equal to such payment (designating the portion of such balance to be applied), or by any combination of such methods. The holder of this Warrant may exercise it in part by surrendering it, accompanied by payment as provided above, except that the amount payable by the holder on such partial exercise shall be the amount obtained by multiplying the Purchase Price by the number of shares of Common Stock (without giving effect to any adjustment of that number) designated by the holder in a written statement accompanying this Warrant. On partial exercise, the Company shall, unless this Warrant has expired, promptly issue and deliver to the holder of this Warrant a new Warrant or Warrants of like tenor and dated the date hereof in the name of that holder providing for the right to purchase that number of shares of Common Stock (without giving effect to any adjustment of that number) for which this Warrant has not been exercised. In the event the Common Stock issuable upon exercise of this Warrant is not then registered under the Securities Act of 1933, as amended, the holder of this Warrant shall, upon exercise of this Warrant, deliver to the Company an investor's certificate with respect to such shares to the effect that such shares are being acquired for investment purposes only and for its own account, and not as a nominee or agent for any other person and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933, as amended. 2 4 3. ISSUANCE OF CERTIFICATES. As soon as possible after full or partial exercise of this Warrant, the Company, at its expense, will cause to be issued in the name of and delivered to the holder of this Warrant, a certificate, or certificates, for the number of fully paid and nonassessable shares of Common Stock to which that holder shall be entitled on such exercise, together with any other securities and property to which that holder is entitled on such exercise under the terms of this Warrant. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Purchase Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment 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 close of business on the next succeeding date on which the stock transfer books are open. No fractional share will be issued on exercise of rights to purchase under this Warrant. If on any exercise of this Warrant, a fraction of a share results, the Company will pay the cash value of that fractional share, calculated on the basis of the Purchase Price. 4. SUBDIVISIONS OR COMBINATIONS. If, at any time during the term hereof, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up, then, immediately following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the number of shares of Common Stock issuable upon exercise of this Warrant shall be increased and the Purchase Price shall be decreased in proportion to such increase in outstanding shares. If at any time during the term hereof the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, immediately following the record date for such combination, the number of shares of Common Stock issuable upon exercise of this Warrant shall be decreased and the Purchase Price shall be in proportion to such decrease in outstanding shares. If the Company shall, at any time, subdivide or combine its outstanding shares of Common Stock, pay a dividend of other securities to the holders of such shares, or pay a dividend of shares of Common Stock to holders of any such stock of the Company of any class, this Warrant shall, after that subdivision, combination, or dividend, evidence the right to purchase the number of shares of Common Stock or other securities that would have been issuable to the holder of this Warrant as a result of that subdivision, combination or dividend with respect to the shares of Common Stock which were purchasable under this Warrant immediately before that subdivision, combination, or dividend or any record date thereafter. If the Company shall at any time subdivide the outstanding shares of Common Stock, the Purchase Price then in effect immediately before that subdivision shall be proportionately decreased, and, if the Company shall at any time combine the outstanding shares of Common Stock, the Purchase Price then in effect immediately before that combination shall be 3 5 proportionately increased. Any judgment under this Section 4 shall become effective at the close of business on the date the subdivision, combination or dividend becomes effective retroactive to the record date therefor, if any. 5. REORGANIZATION, RECLASSIFICATION. If the Common Stock issuable on exercise of this Warrant shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares provided for above), the holder of this Warrant shall, on its exercise, be entitled to purchase, in lieu of the Common Stock which that holder would have become entitled to purchase but for such change, a number of shares of such other class or classes of stock which the holder of this Warrant would have owned or have been entitled to receive after such change, had this warrant been exercised immediately before that change or any record date therefor. 6. CONSOLIDATION, MERGERS. If at any time there shall be a capital reorganization of the Common Stock issuable upon exercise of this Warrant (other than a combination, reclassification, exchange or subdivision of shares provided for elsewhere in this Warrant) or a merger or consolidation of the Company with or into another corporation, or the sale of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, or sale, lawful provision shall be made so that the holder of this Warrant shall thereafter be entitled to receive on exercise of this Warrant, during the period specified in this Warrant and on payment of the Purchase Price then in effect, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable on exercise of this Warrant would have been entitled on such capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the holder of this Warrant after the reorganization, merger, consolidation, or sale such that the provisions of this Warrant (including adjustments of the Purchase Price then in effect and number of shares purchasable on exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event on exercise of this Warrant. 7. NOTICE. The Company shall promptly give written notice of each adjustment of the Purchase Price or the number of shares of Common Stock or other securities issuable on exercise of this Warrant, by certified mail, return receipt requested, postage prepaid, to the registered holder of this Warrant at that holder's address as shown on the Company's books. The notice shall state the adjustment and show in reasonable detail the facts on which that adjustment is based. 4 6 If (i) the Company shall pay any dividend payable in stock on its Common Stock or make any other distributions to the holders of its Common Stock (other than a dividend in Common Stock exempt from the adjustment provisions of this Warrant), or (ii) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights, or (iii) there shall be any capital reorganization or reclassification of the Company's Common Stock or consolidation or merger of the Company with or into another corporation, or (iv) there shall be any sale of all or substantially all of the Company's properties and assets, or (v) there shall be a voluntary or involuntary dissolution, liquidation, or winding up of the Company, or (vi) the Company shall have received an offer approved by the Board of Directors to purchase all or substantially of its assets; then, in each case, the Company shall give at least 15 calendar days prior written notice (by certified mail, return receipt requested) to the registered holder of this Warrant at the address of that holder shown on the books of the Company, of the date as of which the books of the Company shall close or a record shall be taken for such dividend, distribution, or subscription rights, or the date as of which the reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up shall take place. That notice shall also specify the date as of which the holders of the Common Stock of record shall participate in that dividend, distribution, or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable on such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up (on which date, in the event of voluntary or involuntary dissolution, liquidation or winding up of the Company, or consolidation or merger in which the Company is not a surviving entity or becomes a wholly-owned subsidiary, the right to exercise this Warrant shall cease). 8. LIMITS ON ADJUSTMENT AND SUBSEQUENT EVENTS. No adjustment hereunder shall be made in an amount less than $.25 in the case of an adjustment to the Purchase Price and one tenth of one share in the case of an adjustment in the number of shares of Common Stock purchasable hereunder, but any such amount shall be carried forward and shall be given effect in the next adjustment. 9. COVENANTS. The Company covenants that it will not, by amendment of its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action avoid, or seek to avoid, the observance or performance of any of the terms of this Warrant, but will, at all times and in good faith, assist in carrying out all those terms and in taking all action necessary or appropriate to protect the rights of the holder of this Warrant against other impairment. Without limiting the generality of the above provision, the Company: (i) will take all necessary or appropriate action in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on exercise of this Warrant; 5 7 (ii) will not increase the par value of the shares of Common Stock receivable on the exercise of this Warrant above the amount payable for those shares on such exercise; and (iii) will at all times reserve and keep available, solely for issuance on exercise of this Warrant, all shares of Common Stock or other securities from time to time issuable on exercise of this Warrant. 10. CHANGES IN WARRANT. The form of this Warrant need not be changed because of any adjustment in the Purchase Price or in the number of shares of Common Stock purchasable upon its exercise. A Warrant issued after any such adjustment or any partial exercise or in replacement may continue to express the same Purchase Price and the same number of shares of Common Stock (appropriately reduced in the case of partial exercise) as are stated on the face of this Warrant as initially issued, and that Purchase Price and the number of shares shall be considered to have been so changed as of the close of business on the date of adjustment. 11. LOST CERTIFICATES. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant, on delivery of any indemnity agreement or bond reasonably satisfactory in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company, at its expense, will execute and deliver, in lieu of this Warrant, a new Warrant of like tenor. 12. TRANSFERABILITY. This Warrant shall not be transferred or assigned unless the Company receives an opinion of counsel reasonably acceptable to the Company (which counsel may be counsel for the Company), stating that such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and the registration and qualification requirements under applicable state law. 13. GOVERNING LAW. This Warrant shall be governed by and construed and enforced in accordance with the laws of California. 14. TAXES. The Company shall pay all documentary, stamp or other transactional taxes attributable to the issuance or delivery of shares of Common Stock of the Company upon exercise of all or any part of this Warrant; provided, however, that the Company shall not be required to pay any 6 8 taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares in a name other than that of the holder of this Warrant. 15. RIGHTS OF WARRANT HOLDER. No holder of this Warrant, as such, shall be entitled to vote or receive dividends or be considered a shareholder of the Company for any purpose, nor shall anything in this Warrant be construed to confer on any holder of this Warrant, as such, any rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action, to receive notice of meetings of shareholders, to receive dividends or subscription rights or otherwise. DATED: November 8, 1993 The Company: POLLUTION RESEARCH AND CONTROL CORP., [SEAL] a California corporation BY: /s/ Albert E. Gosselin, Jr. ----------------------------------- Albert E. Gosselin, Jr., President and Chief Executive Officer 7 9 SUBSCRIPTION FORM TO: POLLUTION RESEARCH AND CONTROL CORP. The undersigned, the holder of the attached Warrant, hereby irrevocably elects to exercise the purchase right represented by that Warrant for, and to purchase under that Warrant, __________ shares of Common Stock of POLLUTION RESEARCH AND CONTROL CORP., and herewith makes payment of and requests that the certificates for those shares be issued in the name of, and delivered to ______________________________________________________________________________, whose address is _____________________________________________________________ and if said number of shares shall not be all the shares now purchasable under the attached Warrant, the undersigned hereby requests that a new certificate be registered in the name of and delivered to the undersigned for the balance of the shares purchasable under the attached Warrant. DATED: __________________________ __________________________________________ (Signature) __________________________________________ __________________________________________ Note: The above signature must correspond with the name written upon the face of the attached Warrant Certificate unless the Warrant has been properly and lawfully assigned. 8 EX-4.31 24 AMEND. TO WARRANT; S. BECKER, DATED 06/06/94 1 EXHIBIT 4.31 2 AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. Pollution Research and Control Corp., 506 Paula Avenue, Glendale, California 91201 (the "Company"), hereby agrees, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, to extend through 5:00 p.m., Los Angeles time, on November 30, 1995, that certain Warrant to Purchase Common Stock, a copy of which is attached hereto and incorporated herein by this reference, of the Holder, as hereinafter defined, entitling the Holder to purchase from the Company the number of Shares of Common Stock of the Company at the Purchase Price, both as set forth below, on or prior to the Expiration Date, as hereinafter defined. 1. Definitions. As used in this Amendment to Warrant to Purchase Common Stock (the "Amendment"), the following terms shall mean: (a) "Holder" - Stanley Becker. (b) "Shares of Common Stock"- 7,500 shares. (c) "Purchase Price" - $1.75 per share. (d) "Expiration Date" - 5:00 p.m., Los Angles time, on December 15, 1994. 2. Notices to Holder. Nothing contained in this Amendment shall be construed as conferring upon the Holder hereof the right to vote or to consent or to receive notice as a shareholder in respect of any meetings of shareholders for the election of directors or any other matter or as having any rights whatsoever as a shareholder of the Company. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly made when delivered or mailed by registered or certified mail, postage prepaid, return receipt requested: (a) If to the Holder, to the address of such Holder as shown on the books of the Company; or (b) If to the Company, to the address set forth hereinabove. 3. Change: Waiver. Neither this Amendment nor any term hereof may be changed, waived, discharged or terminated verbally but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. 4. Law Governing. This Amendment shall for all purposes be construed and enforced in accordance with, and governed by, the internal laws of the State of California, without giving effect to principles of conflict of laws. IN WITNESS WHEREOF, the Company has caused this Amendment to be signed by its duly authorized officer and to be effective as of June 6, 1994. POLLUTION RESEARCH AND CONTROL CORP. By: /s/ Albert E. Gosselin, Jr. ---------------------------------- Albert E. Gosselin, Jr., President EX-4.32 25 WARRANT TO PURCHASE 5,500 B. LYNCH, DATED 11/08/93 1 EXHIBIT 4.32 2 THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND THUS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THAT ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE SECURITIES LAW OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS AVAILABLE. [ART] "Living Depends On Us" WARRANT TO PURCHASE 5,550 SHARES OF COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. FROM NOVEMBER 8, 1993 VOID AFTER 5:00 P.M., LOS ANGELES TIME, ON DECEMBER 15, 1994 This certifies that Bruce Lynch, or registered assigns, is entitled, subject to the terms set forth below, to purchase from Pollution Research and Control Corp., a California corporation (the "Company"), the above number of fully paid and nonassessable shares of Common Stock of the Company ("Common Stock") at a purchase price of One Dollar and Seventy-Five Cents ($1.75) per share ("Purchase Price"). The Purchase Price and number of shares of Common Stock issuable upon exercise hereof shall be subject to adjustment as provided in this Warrant. This Warrant is exercisable at any time, or from time to time, to and including 5:00 p.m., Los Angeles time, on December 15, 1994, unless sooner exercise is required pursuant to the terms of this Warrant. Registered Owner: Bruce Lynch 9 Stonefield Drive E. Sandwich, MA 02357 Purchase Price: $1.75 per Share 1 3 1. DEFINITIONS. As used in this Warrant, the following terms, unless the context otherwise requires, have the following meanings: 1.1 "Company" includes any corporation which shall succeed to or assume the obligations of the Company under this Warrant. 1.2 "Common Stock," when used with reference to stock of the Company, means all shares, now or hereafter authorized, of the class of the Common Stock of the Company presently authorized and stock of any other class into which those shares may hereafter be changed. 1.3 The terms "Warrant holder," "holder of this Warrant," "holder," or similar terms when the context refers to a holder of the Warrant, refers to any person who shall at the time be the registered holder of the Warrant. 2. EXERCISE. The holder of this Warrant may exercise it in full by surrender of this Warrant, with the form of subscription at the end of this Warrant duly executed by the holder, to the Company at its principal office, accompanied by payment in the amount obtained by multiplying the Purchase Price by the number of shares of Common Stock specified on the face of this Warrant as may be adjusted pursuant to the terms of this Warrant. Payment shall be made in cash, cashier's or certified check payable to the Company, by the surrender of any notes of the Company having an unpaid principal and interest balance at least equal to such payment (designating the portion of such balance to be applied), or by any combination of such methods. The holder of this Warrant may exercise it in part by surrendering it, accompanied by payment as provided above, except that the amount payable by the holder on such partial exercise shall be the amount obtained by multiplying the Purchase Price by the number of shares of Common Stock (without giving effect to any adjustment of that number) designated by the holder in a written statement accompanying this Warrant. On partial exercise, the Company shall, unless this Warrant has expired, promptly issue and deliver to the holder of this Warrant a new Warrant or Warrants of like tenor and dated the date hereof in the name of that holder providing for the right to purchase that number of shares of Common Stock (without giving effect to any adjustment of that number) for which this Warrant has not been exercised. In the event the Common Stock issuable upon exercise of this Warrant is not then registered under the Securities Act of 1933, as amended, the holder of this Warrant shall, upon exercise of this Warrant, deliver to the Company an investor's certificate with respect to such shares to the effect that such shares are being acquired for investment purposes only and for its own account, and not as a nominee or agent for any other person and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933, as amended. 2 4 3. ISSUANCE OF CERTIFICATES. As soon as possible after full or partial exercise of this Warrant, the Company, at its expense, will cause to be issued in the name of and delivered to the holder of this Warrant, a certificate, or certificates, for the number of fully paid and nonassessable shares of Common Stock to which that holder shall be entitled on such exercise, together with any other securities and property to which that holder is entitled on such exercise under the terms of this Warrant. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Purchase Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment 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 close of business on the next succeeding date on which the stock transfer books are open. No fractional share will be issued on exercise of rights to purchase under this Warrant. If on any exercise of this Warrant, a fraction of a share results, the Company will pay the cash value of that fractional share, calculated on the basis of the Purchase Price. 4. SUBDIVISIONS OR COMBINATIONS. If, at any time during the term hereof, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up, then, immediately following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the number of shares of Common Stock issuable upon exercise of this Warrant shall be increased and the Purchase Price shall be decreased in proportion to such increase in outstanding shares. If at any time during the term hereof the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, immediately following the record date for such combination, the number of shares of Common Stock issuable upon exercise of this Warrant shall be decreased and the Purchase Price shall be increased in proportion to such decrease in outstanding shares. If the Company shall, at any time, subdivide or combine its outstanding shares of Common Stock, pay a dividend of other securities to the holders of such shares, or pay a dividend of shares of Common Stock to holders of any such stock of the Company of any class, this Warrant shall, after that subdivision, combination, or dividend, evidence the right to purchase the number of shares of Common Stock or other securities that would have been issuable to the holder of this Warrant as a result of that subdivision, combination or dividend with respect to the shares of Common Stock which were purchasable under this Warrant immediately before that subdivision, combination, or dividend or any record date thereafter. If the Company shall at any time subdivide the outstanding shares of Common Stock, the Purchase Price then in effect immediately before that subdivision shall be proportionately decreased, and, if the Company shall at any time combine the outstanding shares of Common Stock, the Purchase Price then in effect immediately before that combination shall be 3 5 proportionately increased. Any judgment under this Section 4 shall become effective at the close of business on the date the subdivision, combination or dividend becomes effective retroactive to the record date therefor, if any. 5. REORGANIZATION, RECLASSIFICATION. If the Common Stock issuable on exercise of this Warrant shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares provided for above, the holder of this Warrant shall, on its exercise, be entitled to purchase, in lieu of the Common Stock which that holder would have become entitled to purchase but for such change, a number of shares of such other class or classes of stock which the holder of this Warrant would have owned or have been entitled to receive after such change, had this Warrant been exercised immediately before that change or any record date therefor. 6. CONSOLIDATION, MERGERS. If at any time there shall be a capital reorganization of the Common Stock issuable upon exercise of this Warrant (other than a combination, reclassification, exchange or subdivision of shares provided for elsewhere in this Warrant) or a merger or consolidation of the Company with or into another corporation, or the sale of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, or sale, lawful provision shall be made so that the holder of this Warrant shall thereafter be entitled to receive on exercise of this Warrant, during the period specified in this Warrant and on payment of the Purchase Price then in effect, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable on exercise of this Warrant would have been entitled on such capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the holder of this Warrant after the reorganization, merger, consolidation, or sale such that the provisions of this Warrant (including adjustments of the Purchase Price then in effect and number of shares purchasable on exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event on exercise of this Warrant. 7. NOTICE. The Company shall promptly give written notice of each adjustment of the Purchase Price or the number of shares of Common Stock or other securities issuable on exercise of this Warrant, by certified mail, return receipt requested, postage prepaid, to the registered holder of this Warrant at that holder's address as shown on the Company's books. The notice shall sate the adjustment and show in reasonable detail the facts on which that adjustment is based. 4 6 If (i) the Company shall pay any dividend payable in stock on its Common Stock or make any other distributions to the holders of its Common Stock (other than a dividend in Common Stock exempt from the adjustment provisions of this Warrant), or (ii) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights, or (iii) there shall be any capital reorganization or reclassification of the Company's Common Stock or consolidation or merger of the Company with or into another corporation, or (iv) there shall be any sale of all or substantially all of the Company's properties and assets, or (v) there shall be a voluntary or involuntary dissolution, liquidation, or winding up of the Company, or (vi) the Company shall have received an offer approved by the Board of Directors to purchase all or substantially all of its assets; then, in each case, the Company shall give at least 15 calendar days prior written notice (by certified mail, return receipt requested) to the registered holder of this Warrant at the address of that holder shown on the books of the Company, of the date as of which the books of the Company shall close or a record shall be taken for such dividend, distribution, or subscription rights, or the date as of which the reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up shall take place. That notice shall also specify the date as of which the holders of the Common Stock of record shall participate in that dividend, distribution, or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable on such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up (on which date, in the event of voluntary or involuntary dissolution, liquidation or winding up of the Company, or consolidation or merger in which the Company is not a surviving entity or becomes a wholly-owned subsidiary, the right to exercise this Warrant shall cease). 8. LIMITS ON ADJUSTMENT AND SUBSEQUENT EVENTS. No adjustment hereunder shall be made in an amount less than $.25 in the case of an adjustment to the Purchase Price and one tenth of a share in the case of an adjustment in the number of shares of Common Stock purchasable hereunder, but any such amount shall be carried forward and shall be given effect in the next adjustment. 9. COVENANTS. The Company covenants that it will not, by amendment of its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action avoid, or seek to avoid, the observance or performance of any of the terms of this Warrant, but will, at all times and in good faith, assist in carrying out all those terms and in taking all action necessary or appropriate to protect the rights of the holder of this Warrant against other impairment. Without limiting the generality of the above provision, the Company: (i) will take all necessary or appropriate action in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on exercise of this Warrant; 5 7 (ii) will not increase the par value of the shares of Common Stock receivable on the exercise of this Warrant above the amount payable for those shares on such exercise; and (iii) will at all times reserve and keep available, solely for issuance upon exercise of this Warrant, all shares of Common Stock or other securities from time to time issuable upon exercise of this Warrant. 10. CHANGES IN WARRANT. The form of this Warrant need not be changed because of any adjustment in the Purchase Price or in the number of shares of Common Stock purchasable upon its exercise. A Warrant issued after any such adjustment or any partial exercise or in replacement may continue to express the same Purchase Price and the same number of shares of Common Stock (appropriately reduced in the case of partial exercise) as are stated on the face of this Warrant as initially issued, and that Purchase Price and the number of shares shall be considered to have been so changed as of the close of business on the date of adjustment. 11. LOST CERTIFICATES. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant, upon delivery of any indemnity agreement or bond reasonably satisfactory in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company, at its expense, will execute and deliver, in lieu of this Warrant, a new Warrant of like tenor. 12. TRANSFERABILITY. This Warrant shall not be transferred or assigned unless the Company receives an opinion of counsel reasonably acceptable to the Company (which counsel may be counsel for the Company), stating that such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and the registration and qualification requirements under applicable state law. 13. GOVERNING LAW. This Warrant shall be governed by and construed and enforced in accordance with the laws of California. 14. TAXES. The Company shall pay all documentary, stamp or other transactional taxes attributable to the issuance or delivery of shares of Common Stock of the Company upon exercise of all or any part of this Warrant; provided, however, that the Company shall not be required to pay any 6 8 taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares in a name other than that of the holder of this Warrant. 15. RIGHTS OF WARRANT HOLDER. No holder of this Warrant, as such, shall be entitled to vote or receive dividends or be considered a shareholder of the Company for any purpose, nor shall anything in this Warrant be construed to confer on any holder of this Warrant, as such, any rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action, to receive notice of meetings of shareholders, to receive dividends or subscription rights or otherwise. DATED: November 8, 1993 The Company: POLLUTION RESEARCH AND CONTROL CORP., [SEAL] a California corporation BY: /s/ Albert E. Gosselin, Jr. ----------------------------------- Albert E. Gosselin, Jr., President and Chief Executive Officer 7 9 SUBSCRIPTION FORM TO: POLLUTION RESEARCH AND CONTROL CORP. The undersigned, the holder of the attached Warrant, hereby irrevocably elects to exercise the purchase right represented by that Warrant for, and to purchase under that Warrant, __________ shares of Common Stock of POLLUTION RESEARCH AND CONTROL CORP., and herewith makes payment of and requests that the certificates for those shares be issued in the name of, and delivered to ______________________________________________________________________________, whose address is ______________________________________________________________ and if said number of shares shall not be all the shares now purchasable under the attached Warrant, the undersigned hereby requests that a new certificate be registered in the name of and delivered to the undersigned for the balance of the shares purchasable under the attached Warrant. DATED: __________________________ __________________________________________ (Signature) __________________________________________ __________________________________________ Note: The above signature must correspond with the name written upon the face of the attached Warrant Certificate unless the Warrant has been properly and lawfully assigned. 8 EX-4.33 26 AMEND. TO WARRANT; B. LYNCH, DATED 06/06/94 1 EXHIBIT 4.33 2 AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. Pollution Research and Control Corp., 506 Paula Avenue, Glendale, California 91201 (the "Company"), hereby agrees, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, to extend through 5:00 p.m., Los Angeles time, on November 30, 1995, that certain Warrant to Purchase Common Stock, a copy of which is attached hereto and incorporated herein by this reference, of the Holder, as hereinafter defined, entitling the Holder to purchase from the Company the number of Shares of Common Stock of the Company at the Purchase Price, both as set forth below, on or prior to the Expiration Date, as hereinafter defined. 1. Definitions. As used in this Amendment to Warrant to Purchase Common Stock (the "Amendment"), the following terms shall mean: (a) "Holder" - Bruce Lynch. (b) "Shares of Common Stock" - 5,500 shares. (c) "Purchase Price" - $1.75 per share. (d) "Expiration Date" - 5:00 p.m., Los Angeles time, on December 15, 1994. 2. Notices to Holder. Nothing contained in this Amendment shall be construed as conferring upon the Holder hereof the fight to vote or to consent or to receive notice as a shareholder in respect of any meetings of shareholders for the election of directors or any other matter or as having any rights whatsoever as a shareholder of the Company. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly made when delivered or mailed by registered or certified mail, postage prepaid, return receipt requested: (a) If to the Holder, to the address of such Holder as shown on the books of the Company; or (b) If to the Company, to the address set forth hereinabove. 3. Change; Waiver. Neither this Amendment nor any term hereof may be changed, waived, discharged or terminated verbally but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. 4. Law Governing. This Amendment shall for all purposes be construed and enforced in accordance with, and governed by, the internal laws of the State of California, without giving effect to principles of conflict of laws. IN WITNESS WHEREOF, the Company has caused this Amendment to be signed by its duly authorized officer and to be effective as of June 6, 1994. POLLUTION RESEARCH AND CONTROL CORP. By: /s/ Albert E. Gosselin, Jr. ---------------------------------- Albert E. Gosselin, Jr., President EX-4.34 27 WARRANT TO PURCHASE 7,500; R. TANTLEFF, 11/08/93 1 EXHIBIT 4.34 2 THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND THUS MAY NOT BE OFFERED SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THAT ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE SECURITIES LAW OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS AVAILABLE. [ART] "Living Depends On Us" WARRANT TO PURCHASE 5,000 SHARES OF COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. FROM NOVEMBER 8, 1993 VOID AFTER 5:00 P.M., LOS ANGELES TIME, ON DECEMBER 12, 1994 This certifies that Robert Tantleff, or registered assigns, is entitled, subject to the terms set forth below, to purchase from Pollution Research and Control Corp., a California corporation (the "Company"), the above number of fully paid and nonassessable shares of Common Stock of the Company ("Common Stock") at a purchase price of One Dollar and Seventy-Five Cents ($1.75) per share ("Purchase Price"). The Purchase Price and number of shares of Common Stock issuable upon exercise hereof shall be subject to adjustment as provided in this Warrant. This Warrant is exercisable at any time, or from time to time, to and including 5:00 p.m., Los Angeles time, on December 12, 1994, unless sooner exercise is required pursuant to the terms of this Warrant. Registered Owner: Robert Tantleff 57 Starling Court East Hills, NY 11576 Purchase Price: $1.75 per Share 1 3 1. DEFINITIONS. As used in this Warrant, the following terms, unless the context otherwise requires, have the following meanings: 1.1 "Company" includes any corporation which shall succeed to or assume the obligations of the Company under this Warrant. 1.2 "Common Stock," when used with reference to stock of the Company, means all shares, now or hereafter authorized, of the class of the Common Stock of the Company presently authorized and stock of any other class into which those shares may hereafter be changed. 1.3 The terms "Warrant holder," "holder of this Warrant," "holder," or similar terms when the context refers to a holder of the Warrant, refers to any person who shall at the time be the registered holder of the Warrant. 2. EXERCISE. The holder of this Warrant may exercise it in full by surrender of this Warrant, with the form of subscription at the end of this Warrant duly executed by the holder, to the Company at its principal office, accompanied by payment in the amount obtained by multiplying the Purchase Price by the number of shares of Common Stock specified on the face of this Warrant as may be adjusted pursuant to the terms of this Warrant. Payment shall be made in cash, cashier's or certified check payable to the Company, by the surrender of any notes of the Company having an unpaid principle and interest balance at least equal to such payment (designating the portion of such balance to be applied), or by any combination of such methods. The holder of this Warrant may exercise it in part by surrendering it, accompanied by payment as provided above, except that the amount payable by the holder on such partial exercise shall be the amount obtained by multiplying the Purchase Price by the number of shares of Common Stock (without giving effect to any adjustment of that number) designated by the holder in a written statement accompanying this Warrant. On partial exercise, the Company shall, unless this Warrant has expired, promptly issue and deliver to the holder of this Warrant a new Warrant or Warrants of like tenor and dated the date hereof in the name of that holder providing for the right to purchase that number of shares of Common Stock (without giving effect to any adjustment of that number) for which this Warrant has not been exercised. In the event the Common Stock issuable upon exercise of this Warrant is not then registered under the Securities Act of 1933, as amended, the holder of this Warrant shall, upon exercise of this Warrant, deliver to the Company an investor's certificate with respect to such shares to the effect that such shares are being acquired for investment purposes only and for its own account, and not as a nominee or agent for any other person and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933, as amended. 2 4 3. ISSUANCE OF CERTIFICATES. As soon as possible after full or partial exercise of this Warrant, the Company, at its expense, will cause to be issued in the name of and delivered to the holder of this Warrant, a certificate, or certificates, for the number of fully paid and nonassessable shares of Common Stock to which that holder shall be entitled on such exercise, together with any other securities and property to which that holder is entitled on such exercise under the terms of this Warrant. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Purchase Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment 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 close of business on the next succeeding date on which the stock transfer books are open. No fractional share will be issued on exercise of rights to purchase under this Warrant. If on any exercise of this Warrant, a fraction of a share results, the Company will pay the cash value of that fractional share, calculated on the basis of the Purchase Price. 4. SUBDIVISIONS OR COMBINATIONS. If, at any time during the term hereof, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up, then, immediately following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the number of shares of Common Stock issuable upon exercise of this Warrant shall be increased and the Purchase Price shall be decreased in proportion to such increase in outstanding shares. If at any time during the term hereof the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, immediately following the record date for such combination, the number of shares of Common Stock issuable upon exercise of this Warrant shall be decreased and the Purchase Price shall be increased in proportion to such decrease in outstanding shares. If the Company shall, at any time, subdivide or combine its outstanding shares of Common Stock, pay a dividend of other securities to the holders of such shares, or pay a dividend of shares of Common Stock to holders of any such stock of the Company of any class, this Warrant shall, after that subdivision, combination, or dividend, evidence the right to purchase the number of shares of Common Stock or other securities that would have been issuable to the holder of this Warrant as a result of that subdivision, combination or dividend with respect to the shares of Common Stock which were purchasable under this Warrant immediately before that subdivision, combination, or dividend or any record date thereafter. If the Company shall at any time subdivide the outstanding shares of Common Stock, the Purchase Price then in effect immediately before that subdivision shall be proportionately decreased, and, if the Company shall at any time combine the outstanding shares of Common Stock, the Purchase Price then in effect immediately before that combination shall be 3 5 proportionately increased. Any judgement under this Section 4 shall become effective at the close of business on the date the subdivision, combination or dividend becomes effective retroactive to the record date therefor, if any. 5. REORGANIZATION, RECLASSIFICATION. If the Common Stock issuable on exercise of this Warrant shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares provided for above, the holder of this Warrant shall, on its exercise, be entitled to purchase, in lieu of the Common Stock which that holder would have become entitled to purchase but for such change, a number of shares of such other class or classes of stock which the holder of this Warrant would have owned or have been entitled to receive after such change, had this Warrant been exercised immediately before that change or any record date therefor. 6. CONSOLIDATION, MERGERS. If at any time there shall be a capital reorganization of the Common Stock issuable upon exercise of this Warrant (other than a combination, reclassification, exchange or subdivision of shares provided for elsewhere in this Warrant) or a merger or consolidation of the Company with or into another corporation, or the sale of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, or sale, lawful provision shall be made so that the holder of this Warrant shall thereafter be entitled to receive on exercise of this Warrant, during the period specified in this Warrant and on payment of the Purchase Price then in effect, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable on exercise of this Warrant would have been entitled on such capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the holder of this Warrant after the reorganization, merger, consolidation, or sale such that the provisions of this Warrant (including adjustments of the Purchase Price then in effect and number of shares purchasable on exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event on exercise of this Warrant. 7. NOTICE. The Company shall promptly give written notice of each adjustment of the Purchase Price or the number of shares of Common Stock or other securities issuable on exercise of this Warrant, by certified mail, return receipt requested, postage prepaid, to the registered holder of this Warrant at that holder's address as shown on the Company's books. The notice shall state the adjustment and show in reasonable detail the facts on which that adjustment is based. 4 6 If (i) the Company shall pay any dividend payable in stock on its Common Stock or make any other distributions to the holders of its Common Stock (other than a dividend in Common Stock exempt from the adjustment provisions of this Warrant), or (ii) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights, or (iii) there shall be any capital reorganization or reclassification of the Company's Common Stock or consolidation or merger of the Company with or into another corporation, or (iv) there shall be any sale of all or substantially all of the Company's properties and assets, or (v) there shall be a voluntary or involuntary dissolution, liquidation, or winding up of the Company, or (vi) the Company shall have received an offer approved by the Board of Directors to purchase all or substantially all of its assets; then, in each case, the Company shall give at least 15 calendar days prior written notice (by certified mail, return receipt requested) to the registered holder of this Warrant at the address of that holder shown on the books of the Company, of the date as of which the books of the Company shall close or a record shall be taken for such dividend, distribution, or subscription rights, or the date as of which the reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up shall take place. That notice shall also specify the date as of which the holders of the Common Stock of record shall participate in that dividend, distribution, or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable on such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up (on which date, in the event of voluntary or involuntary dissolution, liquidation or winding up of the Company, or consolidation or merger in which the Company is not a surviving entity or becomes a wholly-owned subsidiary, the right to exercise this Warrant shall cease). 8. LIMITS ON ADJUSTMENT AND SUBSEQUENT EVENTS. No such adjustment shall be made in an amount less than $.25 in the case of an adjustment to the Purchase Price and one tenth of a share in the case of an adjustment in the number of shares of Common Stock purchasable hereunder, but any such amount shall be carried forward and shall be given effect in the next adjustment. 9. COVENANTS. The Company covenants that it will not, by amendment of its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action avoid, or seek to avoid, the observance or performance of any of the terms of this Warrant, but will, at all times and in good faith, assist in carrying out all those terms and in taking all action necessary or appropriate to protect the rights of the holder of this Warrant against other impairment. Without limiting the generality of the above provision, the Company: (i) will take all necessary or appropriate action in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on exercise of this Warrant; 5 7 (ii) will not increase the par value of the shares of Common Stock receivable on the exercise of this Warrant above the amount payable for those shares on such exercise; and (iii) will at all times reserve and keep available, solely for issuance upon exercise of this Warrant, all shares of Common Stock or other securities from time to time issuable on exercise of this Warrant. 10. CHANGES IN WARRANT. The form of this Warrant need not be changed because of any adjustment in the Purchase Price or in the number of shares of Common Stock purchasable on its exercise. A Warrant issued after any such adjustment or any partial exercise or in replacement may continue to express the same Purchase Price and the same number of shares of Common Stock (appropriately reduced in the case of partial exercise) as are stated on the face of this Warrant as initially issued, and that Purchase Price and the number of shares shall be considered to have been so changed as of the close of business on the date of adjustment. 11. LOST CERTIFICATES. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, on delivery of any indemnity agreement or bond reasonably satisfactory in form and amount to the Company or, in the case of mutilation, or surrender and cancellation of this Warrant, the Company, at its expense, will execute and deliver, in lieu of this Warrant, a new Warrant of like tenor. 12. TRANSFERABILITY. This Warrant shall not be transferred or assigned unless the Company receives an opinion of counsel reasonably acceptable to the Company (which counsel may be counsel for the Company), stating that such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and the registration and qualification requirements under applicable state law. 13. GOVERNING LAW. This Warrant shall be governed by and construed and enforced in accordance with the laws of California. 14. TAXES. The Company shall pay all documentary, stamp or other transactional taxes attributable to the issuance or delivery of shares of Common Stock of the Company upon exercise of all or any part of this Warrant; provided, however, that the Company shall not be required to pay any 6 8 taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares in a name other than that of the holder of this Warrant. 15. RIGHTS OF WARRANT HOLDER. No holder of this Warrant, as such, shall be entitled to vote or receive dividends or be considered a shareholder of the Company for any purpose, nor shall anything in this Warrant be construed to confer on any holder of this Warrant, as such, any rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action, to receive notice of meetings of shareholders, to receive dividends or subscription rights or otherwise. DATED: November 8, 1993 The Company: POLLUTION RESEARCH AND CONTROL CORP., [SEAL] a California corporation BY: /s/ Albert E. Gosselin, Jr. ----------------------------------- Albert E. Gosselin, Jr., President and Chief Executive Officer 7 9 SUBSCRIPTION FORM TO: POLLUTION RESEARCH AND CONTROL CORP. The undersigned, the holder of the attached Warrant, hereby irrevocably elects to exercise the purchase right represented by that Warrant for, and to purchase under that Warrant, __________ shares of Common Stock of POLLUTION RESEARCH AND CONTROL CORP., and herewith makes payment of and requests that the certificates for those shares be issued in the name of, and delivered to ______________________________________________________________________________, whose address is ______________________________________________________________ and if said number of shares shall not be all the shares now purchasable under the attached Warrant, the undersigned hereby requests that a new certificate be registered in the name of and delivered to the undersigned for the balance of the shares purchasable under the attached Warrant. DATED: __________________________ __________________________________________ (Signature) __________________________________________ __________________________________________ Note: The above signature must correspond with the name written upon the face of the attached Warrant Certificate unless the Warrant has been properly and lawfully assigned. 8 EX-4.35 28 AMEND. TO WARRANT; R. TANTLEFF, DATED 06/06/94 1 EXHIBIT 4.35 2 AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. Pollution Research and Control Corp., 506 Paula Avenue, Glendale, California 91201 (the "Company"), hereby agrees, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, to extend through 5:00 p.m., Los Angeles time, on November 30, 1995, that certain Warrant to Purchase Common Stock, a copy of which is attached hereto and incorporated herein by this reference, of the Holder, as hereinafter defined, entitling the Holder to purchase from the Company the number of Shares of Common Stock of the Company at the Purchase Price, both as set forth below, on or prior to the Expiration Date, as hereinafter defined. 1. Definitions. As used in this Amendment to Warrant to Purchase Common Stock (the "Amendment"), the following terms shall mean: (a) "Holder" - Robert Tantleff. (b) "Shares of Common Stock" - 5,000 shares. (c) "Purchase Price" - $1.75 per share. (d) "Expiration Date" - 5:00 p.m., Los Angles time, on December 12, 1994. 2. Notices to Holder. Nothing contained in this Amendment shall be construed as conferring upon the Holder hereof the right to vote or to consent or to receive notice as a shareholder in respect of any meetings of shareholders for the election of directors or any other matter or as having any rights whatsoever as a shareholder of the Company. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly made when delivered or mailed by registered or certified mail, postage prepaid, return receipt requested: (a) If to the Holder, to the address of such Holder as shown on the books of the Company; or (b) If to the Company, to the address set forth hereinabove. 3. Change; Waiver. Neither this Amendment nor any term hereof may be changed, waived, discharged or terminated verbally but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. 4. Law Governing. This Amendment shall for all purposes be construed and enforced in accordance with, and governed by, the internal laws of the State of California, without giving effect to principles of conflict of laws. IN WITNESS WHEREOF, the Company has caused this Amendment to be signed by its duly authorized officer and to be effective as of June 6, 1994. POLLUTION RESEARCH AND CONTROL CORP. By: /s/ Albert E. Gosselin, Jr. ---------------------------------- Albert E. Gosselin, Jr., President EX-4.36 29 WARRANT TO PURCHASE 5,000 E. LOWELL, 11/08/93 1 EXHIBIT 4.36 2 THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND THUS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THAT ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE SECURITIES LAW OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS AVAILABLE. [ART] "Living Depends On Us" WARRANT TO PURCHASE 5,550 SHARES OF COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. FROM NOVEMBER 8, 1993 VOID AFTER 5:00 P.M., LOS ANGELES TIME, ON NOVEMBER 7, 1998 This certifies that Edward G. Lowell, or registered assigns, is entitled, subject to the terms set forth below, to purchase from Pollution Research and Control Corp., a California corporation (the "Company"), the above number of fully paid and nonassessable shares of Common Stock of the Company ("Common Stock") at a purchase price of Two Dollars and No Cents ($2.00) per share ("Purchase Price"). The Purchase Price and number of shares of Common Stock issuable upon exercise hereof shall be subject to adjustment as provided in this Warrant. This Warrant is exercisable at any time, or from time to time, to and including 5:00 p.m., Los Angeles time, on November 7, 1998, unless sooner exercise is required pursuant to the terms of this Warrant. Registered Owner: Edward G. Lowell 19440 Wells Drive Tarzana, CA 91356 Purchase Price: $2.00 per Share 1 3 1. DEFINITIONS. As used in this Warrant, the following terms, unless the context otherwise requires, have the following meanings: 1.1 "Company" includes any corporation which shall succeed to or assume the obligations of the Company under this Warrant. 1.2 "Common Stock," when used with reference to stock of the Company, means all shares, now or hereafter authorized, of the class of the Common Stock of the Company presently authorized and stock of any other class into which those shares may hereafter be changed. 1.3 The terms "Warrant holder," "holder of this Warrant," "holder," or similar terms when the context refers to a holder of the Warrant, refers to any person who shall at the time be the registered holder of the Warrant. 2. EXERCISE. The holder of this Warrant may exercise it in full by surrender of this Warrant, with the form of subscription at the end of this Warrant duly executed by the holder, to the Company at its principal office, accompanied by payment in the amount obtained by multiplying the Purchase Price by the number of shares of Common Stock specified on the face of this Warrant as may be adjusted pursuant to the terms of this Warrant. Payment shall be made in cash, cashier's or certified check payable to the Company, by the surrender of any notes of the Company having an unpaid principle and interest balance at least equal to such payment (designating the portion of such balance to be applied), or by any combination of such methods. The holder of this Warrant may exercise it in part by surrendering it, accompanied by payment as provided above, except that the amount payable by the holder on such partial exercise shall be the amount obtained by multiplying the Purchase Price by the number of shares of Common Stock (without giving effect to any adjustment of that number) designated by the holder in a written statement accompanying this Warrant. On partial exercise, the Company shall, unless this Warrant has expired, promptly issue and deliver to the holder of this Warrant a new Warrant or Warrants of like tenor and dated the date hereof in the name of that holder providing for the right to purchase that number of shares of Common Stock (without giving effect to any adjustment of that number) for which this Warrant has not been exercised. In the event the Common Stock issuable upon exercise of this Warrant is not then registered under the Securities Act of 1933, as amended, the holder of this Warrant shall, upon exercise of this Warrant, deliver to the Company an investor's certificate with respect to such shares to the effect that such shares are being acquired for investment purposes only and for its own account, and not as a nominee or agent for any other person and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933, as amended. 2 4 3. ISSUANCE OF CERTIFICATES. As soon as possible after full or partial exercise of this Warrant, the Company, at its expense, will cause to be issued in the name of and delivered to the holder of this Warrant, a certificate, or certificates, for the number of fully paid and nonassessable shares of Common Stock to which that holder shall be entitled on such exercise, together with any other securities and property to which that holder is entitled on such exercise under the terms of this Warrant. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Purchase Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment 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 close of business on the next succeeding date on which the stock transfer books are open. No fractional share will be issued on exercise of rights to purchase under this Warrant. If on any exercise of this Warrant, a fraction of a share results, the Company will pay the cash value of that fractional share, calculated on the basis of the Purchase Price. 4. SUBDIVISIONS OR COMBINATIONS. If, at any time during the term hereof, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up, then, immediately following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the number of shares of Common Stock issuable upon exercise of this Warrant shall be increased and the Purchase Price shall be decreased in proportion to such increase in outstanding shares. If at any time during the term hereof the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, immediately following the record date for such combination, the number of shares of Common Stock issuable upon exercise of this Warrant shall be decreased and the Purchase Price shall be in proportion to such decrease in outstanding shares. If the Company shall, at any time, subdivide or combine its outstanding shares of Common Stock, pay a dividend of other securities to the holders of such shares, or pay a dividend of shares of Common Stock to holders of any such stock of the Company of any class, this Warrant shall, after that subdivision, combination, or dividend, evidence the right to purchase the number of shares of Common Stock or other securities that would have been issuable to the holder of this Warrant as a result of that subdivision, combination or dividend with respect to the shares of Common Stock which were purchasable under this Warrant immediately before that subdivision, combination, or dividend or any record date thereafter. If the Company shall at any time subdivide the outstanding shares of Common Stock, the Purchase Price then in effect immediately before that subdivision shall be proportionately decreased, and, if the Company shall at any time combine the outstanding shares of Common Stock, the Purchase Price then in effect immediately before that combination shall be 3 5 proportionately increased. Any judgment under this Section 4 shall become effective at the close of business on the date the subdivision, combination or dividend becomes effective retroactive to the record date therefor, if any. 5. REORGANIZATION, RECLASSIFICATION. If the Common Stock issuable on exercise of this Warrant shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares provided for above), the holder of this Warrant shall, on its exercise, be entitled to purchase, in lieu of the Common Stock which that holder would have become entitled to purchase but for such change, a number of shares of such other class or classes of stock which the holder of this Warrant would have owned or have been entitled to receive after such change, had this Warrant been exercised immediately before that change or any record date therefor. 6. CONSOLIDATION, MERGERS. If at any time there shall be a capital reorganization of the Common Stock issuable upon exercise of this Warrant (other than a combination, reclassification, exchange or subdivision of shares provided for elsewhere in this Warrant) or a merger or consolidation of the Company with or into another corporation, or the sale of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, or sale, lawful provision shall be made so that the holder of this Warrant shall thereafter be entitled to receive on exercise of this Warrant, during the period specified in this Warrant and on payment of the Purchase Price then in effect, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable on exercise of this Warrant would have been entitled on such capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the holder of this Warrant after the reorganization, merger, consolidation, or sale such that the provisions of this Warrant (including adjustments of the Purchase Price then in effect and number of shares purchasable on exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event on exercise of this Warrant. 7. NOTICE. The Company shall promptly give written notice of each adjustment of the Purchase Price or the number of shares of Common Stock or other securities issuable on exercise of this Warrant, by certified mail, return receipt requested, postage prepaid, to the registered holder of this Warrant at that holder's address as shown on the Company's books. The notice shall state the adjustment and show in reasonable detail the facts on which that adjustment is based. 4 6 If (i) the Company shall pay any dividend payable in stock on its Common Stock or make any other distributions to the holders of its Common Stock (other than a dividend in Common Stock exempt from the adjustment provisions of this Warrant), or (ii) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights, or (iii) there shall be any capital reorganization or reclassification of the Company's Common Stock or consolidation or merger of the Company with or into another corporation, or (iv) there shall be any sale of all or substantially all of the Company's properties and assets, or (v) there shall be a voluntary or involuntary dissolution, liquidation, or winding up of the Company, or (vi) the Company shall have received an offer approved by the Board of Directors to purchase all or substantially all of its assets; then, in each case, the Company shall give at least 15 calendar days prior written notice (by certified mail, return receipt requested) to the registered holder of this Warrant at the address of that holder shown on the books of the Company, of the date as of which the books of the Company shall close or a record shall be taken for such dividend, distribution, or subscription rights, or the date as of which the reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up shall take place. That notice shall also specify the date as of which the holders of the Common Stock of record shall participate in that dividend, distribution, or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable on such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up (on which date, in the event of voluntary or involuntary dissolution, liquidation or winding up of the Company, or consolidation or merger in which the Company is not a surviving entity or becomes a wholly-owned subsidiary, the right to exercise this Warrant shall cease). 8. LIMITS ON ADJUSTMENT AND SUBSEQUENT EVENTS. No such adjustment shall be made in an amount less than $.25 in the case of an adjustment to the Purchase Price and one tenth of one share in the case of an adjustment in the number of shares of Common Stock purchasable hereunder, but any such amount shall be carried forward and shall be given effect in the next adjustment. 9. COVENANTS. The Company covenants that it will not, by amendment of its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action avoid, or seek to avoid, the observance or performance of any of the terms of this Warrant, but will, at all times and in good faith, assist in carrying out all those terms and in taking all action necessary or appropriate to protect the rights of the holder of this Warrant against other impairment. Without limiting the generality of the above provision, the Company: (i) will take all necessary or appropriate action in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on exercise of this Warrant; 5 7 (ii) will not increase the par value of the shares of Common Stock receivable on the exercise of this Warrant above the amount payable for those shares on such exercise; and (iii) will at all times reserve and keep available, solely for issuance on exercise of this Warrant, all shares of Common Stock or other securities from time to time issuable upon exercise of this Warrant. 10. CHANGES IN WARRANT. The form of this Warrant need not be changed because of any adjustment in the Purchase Price or in the number of shares of Common Stock purchasable on its exercise. A Warrant issued after any such adjustment or any partial exercise or in replacement may continue to express the same Purchase Price and the same number of shares of Common Stock (appropriately reduced in the case of partial exercise) as are stated on the face of this Warrant as initially issued, and that Purchase Price and the number of shares shall be considered to have been so changed as of the close of business on the date of adjustment. 11. LOST CERTIFICATES. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant, upon delivery of any indemnity agreement or bond reasonably satisfactory in form and amount to the Company or, in the case of mutilation, or surrender and cancellation of this Warrant, the Company, at its expense, will execute and deliver, in lieu of this Warrant, a new Warrant of like tenor. 12. TRANSFERABILITY. This Warrant shall not be transferred or assigned unless the Company receives an opinion of counsel reasonably acceptable to the Company (which counsel may be counsel for the Company), stating that such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and the registration and qualification requirements under applicable state law. 13. GOVERNING LAW. This Warrant shall be governed by and construed and enforced in accordance with the laws of California. 14. TAXES. The Company shall pay all documentary, stamp or other transactional taxes attributable to the issuance or delivery of shares of Common Stock of the Company upon exercise of all or any part of this Warrant; provided, however, that the Company shall not be required to pay any 6 8 taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares in a name other than that of the holder of this Warrant. 15. RIGHTS OF WARRANT HOLDER. No holder of this Warrant, as such, shall be entitled to vote or receive dividends or be considered a shareholder of the Company for any purpose, nor shall anything in this Warrant be construed to confer on any holder of this Warrant, as such, any rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action, to receive notice of meetings of shareholders, to receive dividends or subscription rights or otherwise. DATED: November 8, 1993 The Company: POLLUTION RESEARCH AND CONTROL CORP., [SEAL] a California corporation BY: /s/ Albert E. Gosselin, Jr. ----------------------------------- Albert E. Gosselin, Jr., President and Chief Executive Officer 7 9 SUBSCRIPTION FORM TO: POLLUTION RESEARCH AND CONTROL CORP. The undersigned, the holder of the attached Warrant, hereby irrevocably elects to exercise the purchase right represented by that Warrant for, and to purchase under that Warrant, __________ shares of Common Stock of POLLUTION RESEARCH AND CONTROL CORP., and herewith makes payment of and requests that the certificates for those shares be issued in the name of, and delivered to ______________________________________________________________________________, whose address is ______________________________________________________________ and if said number of shares shall not be all the shares now purchasable under the attached Warrant, the undersigned hereby requests that a new certificate be registered in the name of and delivered to the undersigned for the balance of the shares purchasable under the attached Warrant. DATED: __________________________ __________________________________________ (Signature) __________________________________________ __________________________________________ Note: The above signature must correspond with the name written upon the face of the attached Warrant Certificate unless the Warrant has been properly and lawfully assigned. 8 EX-4.37 30 OPTION TO PURCHASE 25,000; R. FOY, DATED 07/04/94 1 EXHIBIT 4.37 2 THE OPTION REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THE OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND THUS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THAT ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE SECURITIES LAW OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS AVAILABLE. [ART] "Living Depends On Us" OPTION TO PURCHASE 25,000 SHARES OF COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. FROM JULY 1, 1994 VOID AFTER 5:00 P.M., LOS ANGELES TIME, ON JUNE 30, 1997 This certifies that Randy Foy or registered assigns, is entitled, subject to the terms set forth below, to purchase from Pollution Research and Control Corp., a California corporation (the "Company"), the above number of fully paid and nonassessable shares of Common Stock of the Company ("Common Stock") at a purchase price of ($1.38) per share ("Purchase Price"). This Option is exercisable at any time to and including 5:00 p.m., Los Angeles time, on June 30, 1997. Registered Owner: Randy Foy Purchase Price: $1.38 per Share 1 3 OPTION AGREEMENT This Option Agreement (the "Agreement") is made and entered into effective as of July 1, 1994, by and between Pollution Research and Control Corp., a California corporation ("PRCC") and Randy Foy ("Optionee"). WHEREAS, Optionee has been providing valuable services as recognized by the Company's Board of Directors to PRCC and PRCC is desirous of having Optionee continue to provide such services to it; and WHEREAS, PRCC is willing to grant Optionee an option to purchase up to an aggregate of 25,000 shares of the no par value common stock of PRCC (the "Common Stock") under the terms and conditions set forth below. NOW, THEREFORE, the parties agree as follows: 1. GRANT OF OPTION. PRCC hereby grants to Optionee, as a matter of separate agreement and not in lieu of other compensation for services, the right and option (the "Option") to purchase on the terms and conditions set forth in this Agreement all or any part of up to an aggregate of 25,000 shares of Common Stock (the "Option Shares"). 2. OPTION PRICE. At any time when shares of Common Stock are to be purchased pursuant to the Option, the purchase price for each Option share shall be $1.38 (the "Option Price"), and for purposes of record, the bid market price on this date is $1.25. 3. OPTION PERIOD. The option period shall commence on the date of this Agreement (the "Date of Grant") and shall terminate three (3) years from the Date of Grant. 4. EXERCISE OF OPTION. The Option may be exercised in whole or in part at any time by delivering to the Chief Financial Officer of PRCC (a) a Notice and Agreement of Exercise of Option, substantially in the form attached hereto as Exhibit "A," specifying the number of Option Shares with respect to which the Option is exercised, and (b) full payment of the Option Price for such Shares. 5. SECURITIES LAWS REQUIREMENTS. The Option Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), and no Shares may be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance 2 4 with the Act and any other applicable federal and state securities laws. Additionally, the Option and the Option Shares have not been qualified under the California Securities Law of 1968, as amended (the "California Law"). PRCC has no obligation to register the Option shares under the Act or qualify the Option Shares under the California Law. Optionee acknowledges that he is aware that Rule 144 of the General Rules and Regulations under the Act ("Rule 144") affords a limited exemption from registration for the public resale of registered securities and under the terms of Rule 144 as currently in effect, the Shares received by Optionee may be sold to the public without registration only after a period of two (2) years has elapsed from the exercise date of the Option and then only in compliance with all other requirements of Rule 144 and the Act. Optionee hereby acknowledges, represents, warrants and agrees as follows: (a) That the Option and the Option Shares are not registered under the Act or qualified under the California Law, and the Option Shares shall be acquired solely for the account of Optionee for investment purposes only and with no view to their resale or other distribution of any kind; (b) Neither the Option nor any Option Share shall be sold or otherwise distributed in violation of the Act, the California Law or any other applicable federal or state securities law; (c) His overall commitment to investments that are not readily marketable is not disproportionate to his net worth, and his investment in PRCC will not cause such overall commitment to become excessive; (d) He has the financial ability to bear the economic risk of his investment, has adequate means of providing for his current needs and personal contingencies, and has no need for liquidity in his investment in PRCC; (e) He either: (i) has a preexisting personal or business relationship with PRCC or its officers, directors or controlling persons, or (ii) has evaluated the business of PRCC and the high risks of investing in PRCC, the competitive nature of the business in which PRCC is engaged, and has the business or financial experience or has business or financial advisors who are unaffiliated with, and not compensated by, PRCC and protect his interests in connection with the transaction; 5 (f) He has been given the opportunity to review all books, records and documents of PRCC and to ask questions and receive answers from PRCC concerning PRCC's business, to obtain additional information necessary to verify the accuracy of the information he has desired in order to evaluate his investment, and to consult with such attorneys, accountants and other advisors as he has desired; (g) His residence set forth below is his true and correct residence, and he has no present intention of becoming a resident or domiciliary of any other state of jurisdiction; (h) In making the decision to accept the Option and/or purchase the Option Shares, he has relied solely upon independent investigations made by or on behalf of him; (i) No federal or state agency has made any finding or determination as to the fairness of an investment in PRCC; and (j) He understands that all the representations and warranties made by him herein, and all information furnished by him to PRCC, is true, correct and complete in all respects. 6. Optionee hereby acknowledges that he understands the meaning and legal consequences of the representations, warranties and covenants contained herein and that PRCC has relied on the representations made by Optionee in paragraph 5 hereof in granting this Option, and Optionee agrees to indemnify and hold harmless PRCC and its officers, directors, controlling persons, attorneys, agents and employees from and against any and all loss, damage or liability, together with all costs and expenses (including attorneys' fees and disbursements) which any of them may incur by reason of any breach and any representation, warranty, covenant or agreement contained herein. All representations, warranties, covenants and agreements, and the indemnification contained herein shall survive the grant of the Option and the issuance of the Option Shares by PRCC. 7. LEGEND OF CERTIFICATES. All Option Shares issued pursuant to this Agreement shall be subject to the provisions of this Agreement and the certificates representing such Option Shares shall bear the following legend or language substantially equivalent thereto: 4 6 "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER FEDERAL OR STATE SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS SO REGISTERED OR QUALIFIED OR UNLESS AN EXEMPTION EXISTS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY." 8. Transferability of Option. The Option shall not be transferable except by the laws of descent and distribution and any attempt to do so shall void the Option. 9. ADJUSTMENT. The Option Price and the number and kind of Option Shares shall be subject to corresponding adjustment in the event of any change in the Common Stock by reason of any reclassification, recapitalization, split-up, combination, exchange of shares, readjustment or stock dividend, in like manner as if such Option Shares had been issued and outstanding, fully paid and non-assessable at the time of such occurrence. 10. PRIVILEGE OF OWNERSHIP. Optionee shall not have any of the rights of a shareholder with respect to the shares covered by the Option except to the extent that one or more certificates for such Shares shall be delivered to him upon one (1) or more exercises of the Option. 11. NOTICES. Any notices required or permitted to be given under this Agreement shall be in writing and they shall be deemed to have been given upon personal delivery or two (2) business days after mailing the notice by postage, registered or certified mail. Such notice shall be addressed to the party to be notified as shown below: PRCC: POLLUTION RESEARCH AND CONTROL CORP. 506 Paula Avenue Glendale, CA 91201 Attn: President OPTIONEE: Any party may change its address for purposes of this Section by giving the other party written notice of the new address in the manner set forth above. 5 7 12. GENERAL PROVISIONS. This Agreement: (a) Contains the entire agreement between PRCC and Optionee regarding options of PRCC to Optionee and supersedes all prior communications, oral or written; (b) Shall not be construed to give Optionee any rights as to PRCC or the Common Stock, except as specifically provided herein; (c) May not be amended nor may any rights hereunder be waived except by an instrument in writing signed by the party sought to be charged with such amendment or waiver; (d) Shall be construed in accordance with, and governed by, the laws of the State of California; and (e) Shall be binding upon and shall inure to the benefit of PRCC and Optionee, and their respective successors and assigns, except that Optionee shall not have the right to assign or otherwise transfer his rights hereunder to any person. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. PRCC: POLLUTION RESEARCH AND CONTROL CORP., a California corporation By: /s/ Albert E. Gosselin, Jr. ------------------------------------------ Albert E. Gosselin, Jr., President and Chief Executive Officer OPTIONEE: Randy Foy --------------------------------------------- /s/ Randy W. Foy --------------------------------------------- --------------------------------------------- 6 8 EXHIBIT A To Pollution Research and Control Corp. NOTICE AND AGREEMENT OF EXERCISE OF OPTION I hereby exercise the Option granted to me by POLLUTION RESEARCH AND CONTROL CORP., a California corporation ("PRCC"), dated as of ____________ as to ____________ shares of PRCC's no par value Common Stock. Enclosed are the documents and payment specified in Paragraph 4 of my Agreement regarding the Option. ____________________________________ ____________________________________ (Print Your Name) Signature 7 EX-4.38 31 AMEND. TO WARRANT, DATED 01/09/92 (FROST) 1 EXHIBIT 4.38 2 AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. Pollution Research and Control Corp., 506 Paula Avenue, Glendale, California 91201 (the "Company"), hereby agrees, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, to extend through 5:00 p.m., Los Angeles time, on November 30, 1995, that certain Warrant to Purchase Common Stock, a copy of which is attached hereto and incorporated herein by this reference, of the Holder, as hereinafter defined, entitling the Holder to purchase from the Company the number of Shares of Common Stock of the Company at the Purchase Price, both as set forth below, on or prior to the Expiration Date, as hereinafter defined. 1. Definitions. As used in this Amendment to Warrant to Purchase Common Stock (the "Amendment"), the following terms shall mean: (a) "Holder" - Frost and Company P.S. (b) "Shares of Common Stock" - 7,500 shares. (c) "Purchase Price" - $2.00 per share. (d) "Expiration Date" - 5:00 p.m., Los Angeles time, on February 10, 1992. 2. Notices to Holder. Nothing contained in this Amendment shall be construed as conferring upon the Holder hereof the right to vote or to consent or to receive notice as a shareholder in respect of any meetings of shareholders for the election of directors or any other matter or as having any rights whatsoever as a shareholder of the Company. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly made when delivered or mailed by registered or certified mail, postage prepaid, return receipt requested: (a) If to the Holder, to the address of such Holder as shown on the books of the Company; or (b) If to the Company, to the address set forth hereinabove. 3. Change; Waiver. Neither this Amendment nor any term hereof may be changed, waived, discharged or terminated verbally but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. 4. Law Governing. This Amendment shall for all purposes be construed and enforced in accordance with, and governed by, the internal laws of the State of California, without giving effect to principles of conflict of laws. IN WITNESS WHEREOF, the Company has caused this Amendment to be signed by its duly authorized officer and to be effective as of February 9, 1991. POLLUTION RESEARCH AND CONTROL CORP. By: /s/ Albert E. Gosselin, Jr. ---------------------------------- Albert E. Gosselin, Jr., President EX-4.39 32 AMEND. TO WARRANT; KIAL, LTD., DATED 02/09/92 1 EXHIBIT 4.39 2 AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. Pollution Research and Control Corp., 506 Paula Avenue, Glendale, California 91201 (the "Company"), hereby agrees, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, to extend through 5:00 p.m., Los Angeles time, on November 30, 1995, that certain Warrant to Purchase Common Stock, a copy of which is attached hereto and incorporated herein by this reference, of the Holder, as hereinafter defined, entitling the Holder to purchase from the Company the number of Shares of Common Stock of the Company at the Purchase Price, both as set forth below, on or prior to the Expiration Date, as hereinafter defined. 1. Definitions. As used in this Amendment to Warrant to Purchase Common Stock (the "Amendment"), the following terms shall mean: (a) "Holder" - Kial, Ltd. (b) "Shares of Common Stock" - 75,000 shares. (c) "Purchase Price" - $1.75 per share. (d) "Expiration Date" - 5:00 p.m., Los Angles time, on January 10, 1992. 2. Notices to Holder. Nothing contained in this Amendment shall be construed as conferring upon the Holder hereof the right to vote or to consent or to receive notice as a shareholder in respect of any meetings of shareholders for the election of directors or any other matter or as having any rights whatsoever as a shareholder of the Company. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly made when delivered or mailed by registered or certified mail, postage prepaid, return receipt requested: (a) If to the Holder, to the address of such Holder as shown on the books of the Company; or (b) If to the Company, to the address set forth hereinabove. 3. Change; Waiver. Neither this Amendment nor any term hereof may be changed, waived, discharged or terminated verbally but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. 4. Law Governing. This Amendment shall for all purposes be construed and enforced in accordance with, and governed by, the internal laws of the State of California, without giving effect to principles of conflict of laws. IN WITNESS WHEREOF, the Company has caused this Amendment to be signed by its duly authorized officer and to be effective as of January 9, 1992. POLLUTION RESEARCH AND CONTROL CORP. By: /s/ Albert E. Gosselin. Jr. ---------------------------------- Albert E. Gosselin, Jr., President EX-5.0 33 OPINION AND CONSENT OF PATRICIA CUDD & ASSOCIATES 1 EXHIBIT 5.0 2 PATRICIA CUDD & ASSOCIATES ATTORNEY AT LAW 250 STEELE STREET, SUITE #303 DENVER, COLORADO 80126-5200 TELEPHONE: (303) 394-2197 FAX: (303) 394-2251 May 26, 1995 Pollution Research and Control Corp. 506 Paula Avenue Glendale, California 91201 Gentlemen: We have acted as counsel to Pollution Research and Control Corp., a California corporation (the "Company"), in connection with the Registration Statement on Form S-3 (the "Registration Statement") filed with the U.S. Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, on or about the date hereof. The Registration Statement relates to 3,223,497 shares (the "Shares") of common stock, no par value per share (the "Common Stock"), underlying the Company's outstanding warrants (the "Warrants") and options (the "Options") which may be issued upon exercise by the holders of all of the Warrants and Options on or prior to the various expiration dates thereof during the period from November 30, 1995, through May 28, 2001. In connection with this opinion, we have examined the Company's Articles of Incorporation; Certificates of Amendment to the Company's Articles of Incorporation; the Company's By-laws; minutes of the Company's corporate proceedings, as made available to us by officers of the Company; an executed copy of such Registration Statement, and all exhibits thereto in the form filed with the Commission; and such matters of law deemed necessary by us in order to deliver the within opinion. In the course of our examination, we have assumed the genuineness of all signatures, the authority of all signatories to sign on behalf of their principals, if any, the authenticity of all documents submitted to us as original documents, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. As to certain factual matters, we have relied upon information furnished to us by officers of the Company. On the basis of the foregoing, and solely in reliance thereon, we are of the opinion that the Shares of Common Stock have been duly authorized and, when issued for consideration received by the Company upon the exercise by the holders of the Warrants and Options and payment of the exercise price as provided in the Warrants and Options in accordance with the terms thereof, will be validly issued, fully-paid and nonassessable. We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference to this firm under the caption "Legal Matters" in the Prospectus which forms a part thereof. /s/ PATRICIA CUDD & ASSOCIATES EX-23.2 34 CONSENT OF GREENBERG & JACKSON 1 EXHIBIT 23.2 2 [GREENBERG & JACKSON LETTERHEAD] CONSENT We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 (the "Registration Statement") of Pollution Research and Control Corp. (the "Company") of the Company's Financial Statements and the related Notes thereto, including our report thereon dated February 10, 1995, set forth at pages F-1 through F-14 of the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1994. We further consent to the reference to our firm under the caption "Experts" in the Prospectus which forms a part of the Registration Statement. Greenberg & Jackson /s/ GREENBERG & JACKSON An Accountancy Corporation May 26, 1995 -----END PRIVACY-ENHANCED MESSAGE-----