THIS WARRANT AND THE SHARES OF COMMON STOCK OF GRILL CONCEPTS, INC. TO BE ISSUED
UPON ANY EXERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS
WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK MAY NOT BE SOLD, TRANSFERRED
OR ASSIGNED UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE.
WARRANT NO. __
to Purchase Shares
of
Common Stock (.00004 par value)
of
GRILL CONCEPTS, INC.
October 16, 2000
This certifies that, for value received, Xxxxxxx Xxxxxxx("Holder"), is
entitled to purchase, subject to the provisions of this Warrant, from Grill
Concepts, Inc., a Delaware corporation (the "Issuer"), at any time or from time
to time on or before four (4) years from the date hereof (the "Expiration
Date"), fifty thousand (50,000) fully paid and nonassessable shares of common
stock, $.00004 par value (the "Common Stock"), of the Issuer at an exercise
price equal to $1.53125 per share, subject to adjustment pursuant to the terms
hereunder (the "Exercise Price") (such shares of Common Stock and other
securities issued and issuable upon exercise of this Warrant, the "Warrant
Shares").
Section 1. Exercise of Warrant.
-------------------
(a) Subject to the provisions hereof, this Warrant may be
exercised, in whole or in part, but not as to a fractional share, at
any time or from time to time on or after the date hereof and on or
before the Expiration Date, by presentation and surrender hereof to the
Issuer at the address which, in accordance with the provisions of
Section 9 hereof, is then effective for notices to the Issuer, with the
Election to Purchase Form annexed hereto as Schedule One, duly
executed, for the account of the Issuer, of the Exercise Price for the
number of Warrant Shares specified in such form. If this Warrant should
be exercised in part only, the Issuer shall, upon surrender of this
Warrant, execute and deliver a new Warrant evidencing the rights of the
Holder hereof to purchase the balance of the Warrant Shares purchasable
hereunder. The Issuer shall maintain at its principal place of business
a register for the registration of this Warrant and registration of
transfer of the Warrant.
(b) The Exercise Price for the number of Warrant Shares
specified in the Election to Purchase Form shall be payable in United
States Dollars by (1) certified or official bank check payable to the
order of the Issuer or by wire transfer of immediately available funds
to an account specified by the Issuer for that purpose, (2) an election
by the Holder to have the Issuer withhold shares of Common Stock
issuable upon exercise (a "Cashless Exercise"), (3) certificates
representing shares of Common Stock theretofore owned by the Holder
duly endorsed for transfer to the Issuer, or (4) any combination of the
preceding, equal in value to the aggregate Exercise Price. For purposes
hereof, a Cashless Exercise shall be effected by surrendering the
Warrant, in part or in whole, in exchange for a number of Warrant
Shares equal to the product of (x) the number of Warrant Shares as to
which the Warrant is being exercised multiplied by (y) a fraction, the
numerator of which is the Market Price of the Warrant Shares less the
Exercise Price and the denominator of which is such Market Price.
Solely for purposes of this paragraph, Market Price shall be the
average closing bid price of the Common Stock over the five (5) trading
day period preceding the date on which the Election to Purchase is sent
to the Company.
(c) Certificates representing Warrant Shares shall bear
the following restrictive legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE
SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD,
TRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER AN EFFECTIVE
REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT.
Section 2. Reservation of Shares; Preservation of Rights of Holder. The
Issuer hereby agrees that there shall be reserved for issuance and/or delivery
upon exercise of this Warrant, such number of Warrant Shares as shall be
required for issuance or delivery upon exercise of this Warrant. The Warrant
surrendered upon exercise shall be canceled by the Issuer. After the Expiration
Date no shares of Common Stock shall be subject to reservation in respect of
this Warrant. The Issuer further agrees (i) that it will not, by amendment of
its Articles of Incorporation or through reorganization, consolidation, merger,
dissolution or sale of assets, or by any other voluntary act, avoid or seek to
avoid the observation or performance of any of the covenants, stipulations or
conditions to be observed or performed hereunder by the Issuer, and (ii)
promptly to take all action as may from time to time be required in order to
permit the Holder to exercise this Warrant and the Issuer duly and effectively
to issue shares of its Common Stock or other securities as provided herein upon
the exercise hereof. Without limiting the generality of the foregoing, should
the Warrant Shares at any time consist in whole or in part of shares of capital
stock having a par value, the Issuer agrees that before taking any action which
would cause an adjustment of the Exercise Price so that the same would be less
than the then par value of such Warrant Shares, the Issuer shall take any
corporate action which may, in the opinion of its counsel, be necessary in order
that the Issuer may validly and legally issue fully paid and nonassessable
shares of such Common Stock at the Exercise Price as so adjusted. The Issuer
further agrees that it will not establish a par value for its Common Stock while
this Warrant is outstanding in an amount greater than the Exercise Price.
Section 3. Exchange, Transfer, Assignment or Loss of Warrant.
This Warrant is not transferable or assignable except with the prior written
consent of the Issuer.
Upon receipt by the Issuer of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Warrant, and (in the case of
loss, theft or destruction) of reasonably satisfactory indemnification, and upon
surrender and cancellation of this Warrant, if mutilated, the Issuer will
execute and deliver a new Warrant of like tenor and date. Any such new Warrant
executed and delivered shall constitute a separate contractual obligation on the
part of the Issuer, whether or not the Warrant so lost, stolen destroyed or
mutilated shall be at any time enforceable by anyone.
Section 4. Rights of Holder. Neither a Holder nor his transferee by the
laws of descent and distribution or otherwise shall be, or have any rights or
privileges of, a shareholder of the Issuer with respect to any Warrant Shares,
unless and until this Warrant has been exercised.
Section 5. Adjustments in Exercise Price and Warrant Shares. The
Exercise Price and Warrant Shares shall be subject to adjustment from time to
time as provided in this Section 5.
(a) If the Issuer is recapitalized through the subdivision or
combination of its outstanding shares of Common Stock into a larger or
smaller number of shares, the number of shares of Common Stock for
which this Warrant may be exercised shall be increased or reduced, as
of the record date for such recapitalization, in the same proportion as
the increase or decrease in the outstanding shares of Common Stock, and
the Exercise Price shall be adjusted so that the aggregate amount
payable for the purchase of all Warrant Shares issuable hereunder
immediately after the record date for such recapitalization shall equal
the aggregate amount so payable immediately before such record date.
(b) If the Issuer declares a dividend on Common Stock, or
makes a distribution to holders of Common Stock, and such dividend or
distribution is payable or made in Common Stock or securities
convertible into or exchangeable for Common Stock, or rights to
purchase Common Stock or securities convertible into or exchangeable
for Common Stock, the number of shares of Common Stock for which this
Warrant may be exercised shall be increased, as of the record date for
determining which holders of Common Stock shall be entitled to receive
such dividend or distribution, in proportion to the increase in the
number of outstanding shares (and shares of Common Stock issuable upon
conversion of all such securities convertible into Common Stock) of
Common Stock as a result of such dividend or distribution, and the
Exercise Price shall be adjusted so that the aggregate Exercise Price
for the purchase of all the Warrant Shares issuable hereunder
immediately after the record date for such dividend or distribution
shall equal the aggregate Exercise Price so payable immediately before
such record date.
(c) If the Issuer declares a dividend on Common Stock (other
than a dividend covered by subsection (b) above) or distributes to
holders of its Common Stock, other than as part of its dissolution or
liquidation or the winding up of its affairs, any shares of its capital
stock, any evidence of indebtedness or any cash or other of its assets
(other than for Common Stock), the Holder shall receive notice of such
event as set forth in Section 7 below.
(d) In case of any consolidation of the Issuer with, or merger
of the Issuer into, any other corporation (other than a consolidation
or merger in which the Issuer is the continuing corporation and in
which no change occurs in its outstanding Common Stock), or in case of
any sale or transfer of all or substantially all of the assets of the
Issuer, or in the case of any statutory exchange of securities with
another corporation (including any exchange effected in connection with
a merger of a third corporation into the Issuer, except where the
Issuer is the surviving entity and no change occurs in its outstanding
Common Stock), the corporation formed by such consolidation or the
corporation resulting from such merger or the corporation which shall
have acquired such assets or securities of the Issuer, as the case may
be, shall execute and deliver to the Holder simultaneously therewith a
new Warrant, satisfactory in form and substance to the Holder, together
with such other documents as the Holder may reasonably request,
entitling the Holder thereof to receive upon exercise of such Warrant
the kind and amount of shares of stock and other securities and
property receivable upon such consolidation, merger, sale, transfer, or
exchange of securities, or upon the dissolution following such sale or
other transfer, by a holder of the number of shares of Common Stock
purchasable upon exercise of this Warrant immediately prior to such
consolidation, merger, sale, transfer, or exchange. Such new Warrant
shall contain the same basic other terms and conditions as this Warrant
and shall provide for adjustments which, for events subsequent to the
effective date of such written instrument, shall be as nearly
equivalent as may be practicable to the adjustments provided for in
this Section 5. The above provisions of this paragraph (d) shall
similarly apply to successive consolidations, mergers, exchanges, sales
or other transfers covered hereby.
(e) If the Issuer shall, at any time before the expiration of
this Warrant dissolve, liquidate or wind up its affairs other than as
covered by Section 5(d), the Holder shall, upon exercise of this
Warrant have the right to receive, in lieu of the shares of Common
Stock of the Issuer that the Holder otherwise would have been entitled
to receive, the same kind and amount of assets as would have been
issued, distributed or paid to the Holder upon any such dissolution,
liquidation or winding up with respect to such shares of Common Stock
of the Issuer had the Holder been the holder of record of such shares
of Common Stock receivable upon exercise of this Warrant on the date
for determining those entitled to receive any such distribution. If any
such dissolution, liquidation or winding up results in any cash
distribution in excess of the aggregate Exercise Price provided by this
Warrant for the shares of Common Stock receivable upon exercise of this
Warrant, the Holder may, at the Holder's option, exercise this Warrant
without making payment of the Exercise Price and, in such case, the
Issuer shall, upon distribution to the Holder, consider the Exercise
Price to have been paid in full and, in making settlement to the
Holder, shall obtain receipt of the Exercise Price by deducting an
amount equal to the Exercise Price for the shares of Common Stock
receivable upon exercise of this Warrant from the amount payable to the
Holder. For purposes of this paragraph, at Holder's option, the sale of
all or substantially all of the assets of the Issuer and distribution
of the proceeds thereof to the Issuer's shareholders shall be deemed
liquidation.
(f) If an event occurs which is similar in nature to the
events described in this Section 5, but is not expressly covered
hereby, the Board of Directors of the Issuer shall make or arrange for
an equitable adjustment to the number of Warrant Shares and the
Exercise Price.
(g) The term "Common Stock" shall mean the Common Stock,
$.00004 par value, of the Issuer as the same exists at the date of
issuance of this Warrant or as such stock may be constituted from time
to time, except that for the purpose of this Section 5, the term
"Common Stock" shall include any stock of any class of the Issuer which
has no preference in respect of dividends or of amounts payable in the
event of any voluntary or involuntary liquidation, dissolution or
winding up of the Issuer and which is not subject to redemption by the
Issuer.
(h) The Issuer shall retain a firm of independent public
accountants of recognized standing (who may be any such firm regularly
employed by the Issuer) to make any computation required under this
Section 5, and a certificate signed by such firm shall be conclusive
evidence of the correctness of any computation made under this Section
5 absent manifest error.
(i) Whenever the number of Warrant Shares or the Exercise
Price shall be adjusted as required by the provisions of this Section
5, the Issuer forthwith shall file in the custody of its secretary or
an assistant secretary, at its principal office, and furnish to each
Holder hereof, a certificate prepared in accordance with paragraph (h)
above, showing the adjusted number of Warrant Shares and the Exercise
Price and setting forth in reasonable detail the circumstances
requiring the adjustments.
(j) Notwithstanding any other provision, this Warrant shall be
binding upon and inure to the benefit of any successors and assigns of
the Issuer.
(k) No adjustment in the Exercise Price in accordance with the
provisions of this Section 5 need be made if such adjustment would
amount to a change in such Exercise Price of less than $.01 provided
however, that the amount by which any adjustment is not made by reason
of the provisions of this paragraph (k) shall be carried forward and
taken into account at the time of any subsequent adjustment in the
Exercise Price.
(l) If an adjustment is made under this Section 5 and the
event to which the adjustment relates does not occur, then any
adjustments in accordance with this Section 5 shall be readjusted to
the Exercise Price and the number of Warrant Shares which would be in
effect had the earlier adjustment not been made.
Section 6. Taxes on Issue or Transfer of Common Stock and Warrant. The
Issuer shall pay any and all documentary stamp or similar issue or transfer
taxes payable solely in respect of the issue or delivery of shares of Common
Stock or other securities on the exercise of this Warrant. The Issuer shall not
be required to pay any tax which may be payable in respect of any transfer of
this Warrant or in respect of any transfers involved in the issue or delivery of
shares or the exercise of this Warrant in a name other than that of the Holder
and the person requesting such transfer, issue or delivery shall be responsible
for the payment of any such tax (and the Issuer shall not be required to issue
or deliver said shares until such tax has been paid or provided for).
Section 7. Notice of Adjustment. So long as this Warrant shall be
outstanding, (a) if the Issuer shall propose to pay any dividends or make any
distribution upon the Common Stock, or (b) if the Issuer shall offer generally
to the holder of Common Stock the right to subscribe to or purchase any shares
of any class of Common Stock or securities convertible into Common Stock or any
other similar rights, or (c) if there shall be any proposed capital
reorganization of the Issuer in which the Issuer is not the surviving entity,
recapitalization of the capital stock of the Issuer, consolidation or merger of
the Issuer with or into another corporation, sale, lease or other transfer of
all or substantially all of the property and assets of the Issuer, or voluntary
or involuntary dissolution, liquidation or winding up of the Issuer, or (d) if
the Issuer shall give to its stockholders any notices, report or other
communication respecting any significant or special action or event, then in
such event, the Issuer shall give to the Holder, at least twenty (20) days prior
to the relevant date described below (or such shorter period as is reasonably
possible if twenty (20) days is not reasonably possible due to no fault of the
Issuer), a notice containing a description of the proposed action or event and
stating the date or expected date on which a record of the Issuer's stockholders
is to be taken for any of the foregoing purposes, and the date or expected date
on which any such dividend, distribution, subscription, reclassification,
reorganization, consolidation, combination, merger, conveyance, sale, lease or
transfer, dissolution, liquidation or winding up is to take place and the date
or expected date, if any is to be fixed, as of which the holders of Common Stock
for securities or other property deliverable upon such event.
Section 8. Registration Rights.
-------------------
(a) Piggyback Registration Rights. The Issuer covenants and
agrees with any holder of the Warrants and Warrant Shares that if, at any time
within the period commencing on the date hereof and ending on the date which is
one year after the Expiration Date, it proposes to file a registration statement
with respect to any class of equity or equity-related security (other than in
connection with an offering to the Issuer's employees or in connection with an
acquisition, merger or similar transaction) under the Securities Act in a
primary registration on behalf of the Issuer and/or in a secondary registration
on behalf of holders of such securities and the registration form to be used may
be used for registration of the Warrant Shares, the Issuer will give prompt
written notice (which, in the case of a registration statement pursuant to the
exercise of demand registration rights shall be within ten (10) business days
after the Issuer's receipt of notice of such exercise and, in any event, shall
be at least 30 days prior to such filing) to the holders of Warrants and Warrant
Shares at the addresses appearing on the records of the Issuer of its intention
to file a registration statement and will offer to include in such registration
statement, subject to paragraphs i and ii of this Section 8(b) such number of
Warrant Shares with respect to which the Issuer has received written requests
for inclusion therein within twenty (20) days after the giving of notice by the
Issuer. All registrations requested pursuant to this Section 8(b) are referred
to herein as "Piggyback Registrations". All Piggyback Registrations pursuant to
this Section 8 will be made solely at the Issuer's expense. This Section is not
applicable to a registration statement filed by the Issuer on Forms S-4 or S-8
or any successor forms.
i. Priority on Primary Registrations. If a Piggyback
Registration includes an underwritten primary registration on behalf of
the Issuer and the underwriter(s) for such offering determines in good
faith and advises the Issuer in writing that in its/their opinion the
number of Warrant Shares requested to be included in such registration
exceeds the number that can be sold in such offering without materially
adversely affecting the distribution of such securities by the Issuer,
the Issuer will include in such registration (A) first, the securities
that the Issuer proposes to sell and (B) second, the Warrant Shares
requested to be included in such registration, apportioned pro rata
among the holders of the Warrant Shares and holders of other securities
requesting registration.
ii. Priority on Secondary Registrations. If a Piggyback
Registration consists only of an underwritten secondary registration on
behalf of holders of securities of the Issuer, and the underwriter(s)
for such offering advises the Issuer in writing that in its/their
opinion the number of Warrant Shares requested to be included in such
registration exceeds the number which can be sold in such offering
without materially adversely affecting the distribution of such
securities, the Issuer will include in such registration (A) first, the
securities requested to be included therein by the holders requesting
such registration, and (B) second, the Warrant Shares requested to be
included in such registration and securities of holder of other
securities requested to be included in such registration statement, pro
rata among all such holders on the basis of the number of shares
requested to be included by each such holder, provided, however, the
Issuer will use its best efforts to include not less than 20% of the
Warrant Shares.
Notwithstanding the foregoing, if any such underwriter shall determine
in good faith and advise the Issuer in writing that the distribution of the
Warrant Shares requested to be included in the registration concurrently with
the securities being registered by the Issuer would materially adversely affect
the distribution of such securities by the Issuer, then the holders of such
Warrant Shares shall delay their offering and sale for such period ending on the
earliest of (1) 90 days following the effective date of the Issuer's
registration statement, (2) the day upon which the underwriting syndicate, if
any, for such offering shall have been disbanded or, (3) such date as the
Issuer, managing underwriter and holders of Warrant Shares shall otherwise
agree. In the event of such delay, the Issuer shall file such supplements,
post-effective amendments and take any such other steps as may be necessary to
permit such holders to make their proposed offering and sale for a period of 120
days immediately following the end of any such period of delay. If any party
disapproves the terms of any such underwriting, it may elect to withdraw
therefrom at any time prior to the effective date of such underwriting by
written notice to the Issuer, the underwriter, and the holder. Notwithstanding
the foregoing, the Issuer shall not be required to file a registration statement
to include shares pursuant to this Section 8 if independent counsel, reasonably
satisfactory to the Issuer and the Holder, renders an opinion to the Issuer and
the Holder that all of the Warrant Shares proposed to be disposed of may be
transferred pursuant to the provisions of Rule 144 under the Securities Act or
otherwise without registration under the Securities Act. The Issuer hereby
undertakes and covenants to take all steps reasonably necessary to facilitate
the resale of Warrant Shares pursuant to Rule 144. Neither the failure of the
Holder to exercise its Piggyback Registration Rights hereunder on any one or
more occasions nor the Holder's election to withdraw from an underwriting shall
be deemed to waive or modify the Holder's Piggyback Registration Rights
hereunder in the future.
(b) Actions to be taken by the Issuer. In connection with the
registration of Warrant Shares hereunder, the Issuer agrees to (i) bear the
expenses of any registration; provided, however, that in no event shall the
Issuer be obligated to pay (A) any fees and disbursements of any special or
other counsel for holders of Warrant Shares, (B) any underwriters' discount or
commission in respect of such Warrant Shares, and (C) any stock transfer taxes
attributable to the sale of the Warrant Shares; (ii) use its best efforts to
register or qualify the Warrant Shares for offer or sale under state securities
or Blue Sky laws of such jurisdictions in which such holders shall reasonably
request, provided, however, that no qualification shall be required in any
jurisdiction where, as a result thereof, the Issuer would be subject to service
of general process or to taxation as a foreign corporation doing business in
such jurisdiction to which it is not then subject; and (iii) enter into a
cross-indemnity agreement, in customary form, with each underwriter, if any, and
each holder of securities included in such registration statement; (iv) prepare
and file with the SEC a registration statement with respect to such Warrant
Shares and use commercially reasonable efforts to cause such registration
statement to become effective as soon thereafter as possible, and promptly
notify Holder in writing, (a) when such registration statement becomes
effective, (b) when any post-effective amendment to such registration statement
becomes effective, and (c) of any request by the SEC for any amendment or
supplement to such registration statement or any final prospectus relating
thereto or for additional information; (v) prepare and file with the SEC such
amendments and supplements to such registration statement and the final
prospectus used in connection therewith as may be necessary to keep such
registration statement effective for at least 120 days or until the Holder has
completed the distribution described in the registration statement relating
thereto, whichever occurs first, and to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
registration statement during such period in accordance with the intended
methods of disposition by Holders set forth in such registration statement; (vi)
furnish to Holder such number of copies of such registration statement and of
each such amendment and supplement thereto, as well as such number of copies of
the prospectus included in such registration statement (including each
preliminary prospectus and summary prospectus), in conformity with the
requirements of the Securities Act, and such other documents as Holder may
reasonably request in order to facilitate the sale or distribution of the
Warrant Shares by Holder; and (vii) promptly notify Holder, at any time when a
prospectus relating thereto is required to be delivered under the Securities
Act, of Issuer becoming aware that the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances
then existing; and, at the request of Holder, promptly prepare and furnish to
Holder a reasonable number of copies of an amended or supplemental prospectus as
may be necessary so that, as thereafter delivered to the purchasers of such
Warrant Shares, such prospectus shall not include an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances then existing.
(c) Action to be Taken by the Holders. The Issuer's
obligations under this Section 8 shall be conditioned upon a timely receipt by
the Issuer in writing of: (i) information as to the terms of such public
offering furnished by or on behalf of each holder of Warrant Shares intending to
make a public offering of his, her or its Warrant Shares, and (ii) such other
information as the Issuer may reasonably require from such holders, or any
underwriter for any of them, for inclusion in such registration statement.
(d) Exclusive Rights. The Holder shall have no registration
rights except as expressly set forth herein.
Section 9. Notices. All communications hereunder shall be in writing,
and, if sent to the Holder shall be sufficient in all respects if delivered,
sent by registered mail, or by facsimile and confirmed to the Holder at:
Xxxxxxx X. Xxxxxxx
Fifth Floor
0000 Xxxxxxxx Xxxxxxxxx
Xxxxxxx Xxxxx, XX 00000
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
or if to any other Holder, addressed to such Holder at such address as it shall
have specified to the Issuer in writing, or, if sent to the Issuer, shall be
delivered, sent by registered mail or by facsimile and confirmed to the Issuer
at:
Grill Concepts, Inc.
00000 Xxx Xxxxxxx Xxxx.
Xxxxx 000
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxx, President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Section 10. Governing Law. This Warrant shall be governed by, and
interpreted in accordance with, the laws of the State of California.
Dated: October 16, 2000
GRILL CONCEPTS, INC.
By:
------------------------
Name:
----------------------
Title:
---------------------
Schedule One
ELECTION TO PURCHASE
The undersigned hereby irrevocably elects to exercise this Warrant and
to purchase shares of Grill Concepts, Inc. Common Stock issuable upon the
exercise of this Warrant, and requests that certificates for such shares be
issued in the name of:
------------------------------------------------------------------
(Name)
------------------------------------------------------------------
(Xxxxxxx)
------------------------------------------------------------------
(Xxxxxx Xxxxxx Social Security or other taxpayer
identifying number, if applicable)
and, if different from above, be delivered to:
------------------------------------------------------------------
(Name)
------------------------------------------------------------------
(Address)
and, if the number of Warrant Shares so purchased are not all of the Warrant
Shares issuable upon exercise of this Warrant, that a Warrant to purchase the
balance of such Warrant Shares be registered in the name of, and delivered to,
the undersigned at the address stated below.
Date: , 2000
--------------------------
Name of Registered Owner:
--------------------------------------
Address:
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Signature:
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