THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. IT MAY NOT BE
SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE
SECURITIES LAW OR AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS.
_________________
April ___, 1997
ALTEON INC.
__________________
Common Stock Purchase Delisting Warrant
Alteon Inc., a Delaware corporation (the "Company"),
hereby certifies that for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, [Name
of Investor], having an address [Address] ("Purchaser") or any
other Warrant Holder is entitled, on the terms and conditions set
forth below, to purchase from the Company at any time beginning
on the date which is 25 days following (i) the date of the notice
required pursuant to subparagraph 2(b)(ii) of the Registration
Rights Agreement in the event Alteon fails, refuses or is unable
to cause the Registrable Securities covered by the Registration
Statement to be listed with NASDAQ or (ii) the date of delisting,
as described in Section 2(b)(ii)(B) of the Registration Rights
Agreement, whichever is earlier (the "Exercisability Date"), and
ending on the date which the Warrant Holder has converted all
shares of Preferred Stock held by it, [Number of Shares -
Aggregate] ([Number of Shares] shares for each share of Preferred
Stock subscribed for) fully paid and nonassessable shares of
Common Stock, $.01 par value, of the Company (the "Common Stock),
at a purchase price per share of $.10 (the "Purchase Price"), as
the same may be adjusted pursuant to Section 5 herein.
Notwithstanding the foregoing, this Warrant shall not become
exercisable on the Exercisability Date, if, prior thereto, Alteon
has either cured or redeemed from the Warrant Holder (pursuant to
clause 2(b)(ii)(C) of the Registration Rights Agreement), the
Preferred Shares held by the Warrant Holder.
1. Definitions. Capitalized terms used herein and not
otherwise defined shall have the meaning ascribed to them in the
Investment Agreement, Designation or Registration Rights
Agreement.
(a) the term "Warrant Holder" shall mean the
Purchaser or any assignee of all or any portion of this Warrant.
(b) the term "Warrant Shares" shall mean the
Shares of Common Stock or other securities issuable upon exercise
of this Warrant.
(c) term "Registration Rights Agreement" shall
mean the Registration Rights Agreement, dated on or about the
date hereof, between the Company and the Purchaser.
(d) the term "Agreement" shall mean the
Preferred Stock Investment Agreement, dated April 24, 1997,
between the Company and the Purchaser.
(e) the term "Preferred Stock" shall mean the
6% Cumulative Convertible Preferred Stock of the Company.
2. Exercise of Warrant.
(a) This Warrant may be exercised by the
Warrant Holder, in whole or in part, at any time and from time to
time by either of the following methods:
i) the Warrant
Holder may surrender this Warrant, together with the form of
subscription at the end hereof duly executed by Warrant Holder
("Subscription Notice"), at the offices of the Company or any
transfer agent for the Common Stock; or
ii) the Warrant
Holder may also exercise this Warrant, in whole or in part, in a
"cashless" or "net-issue" exercise by delivering to the offices
of the Company, or any transfer agent for the Common Stock this
Warrant, together with a Subscription Notice specifying the
number of Warrant Shares to be delivered to such Warrant Holder
("Deliverable Shares") and the number of Warrant Shares with
respect to which this Warrant is being surrendered in payment of
the aggregate Purchase Price for the Deliverable Shares
("Surrendered Shares"); provided that the Purchase Price
multiplied by the number of Deliverable Shares shall not exceed
the value of the Surrendered Shares; and provided further that
the sum of the number of Deliverable Shares and the number of
Surrendered Shares so specified shall not exceed the aggregate
Warrant Shares represented by this Warrant. For the purposes of
this provision, each Warrant Share as to which this Warrant is
surrendered will be attributed a value equal to the fair market
value (as defined below) of the Warrant Share minus the Purchase
Price of the Warrant Share.
In the event that the Warrant
is not exercised in full, the number of Warrant Shares shall be
reduced by the number of such Warrant Shares for which this
Warrant is exercised, and the Company, at its expense, shall
forthwith issue and deliver or upon the order of Warrant Holder a
new Warrant of like tenor in the name of Warrant Holder or as
Warrant Holder (upon payment by Warrant Holder of any applicable
transfer taxes) may request, reflecting such adjusted Warrant
Shares.
(b) If at the time this Delisting
Warrant becomes exercisable, the Warrant Shares are not
registered under an effective registration statement under the
Securities Act of 1933, as amended (the "Act"), and listed on all
the exchanges or markets on which the shares of Common Stock are
then traded, then the Warrant Holder shall have the right to sell
the Preferred Shares then held by the Warrant Holder to the
Company at a price per share equal to the Premium Redemption
Price (as defined in the Registration Rights Agreement). The
closing for such redemption shall take place in accordance with
the mechanics set forth in clause 2(b)(ii)(C) of the Registration
Rights Agreement.
3. Delivery of Stock Certificates.
-2-
(a) Subject to the terms and
conditions of this Warrant, as soon as practicable after the
exercise of this Warrant in full or in part, and in any event
within three (3) "trading days" (as defined below) thereafter,
the Company shall transmit the certificates (together with any
other stock or other securities or property to which Warrant
Holder is entitled upon exercise) by messenger or overnight
delivery service to reach the address designated by such holder
within three (3) trading days after the receipt of the
Subscription Notice ("T+3"). In the alternative to physical
delivery of certificates for shares, if delivery of the Warrant
Shares pursuant to any exercise hereunder may be effectuated by
electronic book-entry through Depository Trust Company ("DTC")
then delivery of Warrant Shares pursuant to such exercise shall,
if requested by such holder, be closed and settled on T+3 by
book-entry transfer through DTC, and the Warrant Shares in
connection with such exercise shall be deemed delivered by such
book-entry transfer.
The term "trading day" means a day on
which there is trading on the New York Stock Exchange or on such
other market or exchange on which the Common Stock is then
traded.
(b) This Warrant may not be
exercised as to fractional shares of Common Stock. In the event
that the exercise of this Warrant, in full or in part, would
result in the issuance of any fractional share of Common Stock,
then in such event the Warrant Holder shall be entitled to cash
equal to the fair market value of such fractional share. For
purposes of this Warrant, "fair market value" shall equal the
closing trading price of the Common Stock, on the Nasdaq Stock
Market, the American Stock Exchange or the New York Stock
Exchange, whichever is the principal trading exchange or market
for the Common Stock (the "Principal Market") on the date of
determination or, if the Common Stock is not listed or admitted
to trading on any national securities exchange or quoted in the
Nasdaq Stock Market, the average of the closing bid and asked
prices on the over-the-counter market as furnished by any New
York Stock Exchange member firm reasonably selected from time to
time by the Company for that purpose, and reasonably acceptable
to the Warrant Holder, or, if the Common Stock is not listed or
admitted to trading on any national securities exchange or quoted
on the Nasdaq Stock Market or traded over-the-counter and the
average price cannot be determined a contemplated above, the fair
market value of the Common Stock shall be as reasonably
determined in good faith by the Company's Board of Directors with
the concurrence of the Warrant Holder.
(A) Representations and Covenants
of the Company.
(a) The Company shall comply with
its obligations under the Registration Rights Agreement with
respect to the Warrant Shares, including, without limitation, the
Company's obligation to have filed and declared effective a
registration statement registering the Warrant Shares under the
Act.
(b) The Company shall take all
necessary action and proceedings as may be required and permitted
by applicable law, rule and regulation, including, without
limitation, the notification of the Principal Market, for the
legal and valid issuance of this Warrant and the Warrant Shares
to the Warrant Holder under this Warrant.
-3-
(c) From the date hereof through
the last date on which this Warrant is exercisable, the Company
shall take all steps reasonably necessary and within its control
to insure that the Common Stock remains listed on the Principal
Market and shall not amend its Certificate of Incorporation or
Bylaws so as to adversely affect any rights of the Warrant Holder
under this Warrant.
(d) The Company shall at all times
reserve and keep available, solely for issuance and delivery as
Warrant Shares hereunder, such shares of Common Stock as shall
from time to time be issuable.
(e) The Warrant Shares, when
issued in accordance with the terms hereof, will be duly
authorized and, when paid for or issued in accordance with the
terms hereof, shall be validly issued, fully paid and
non-assessable. The Company has authorized and reserved for
issuance to Warrant Holder the requisite number of shares of Common
Stock to be issued pursuant to this Warrant.
(f) With a view to making
available to Warrant Holder the benefits of Rule 144 promulgated
under the Act and any other rule or regulation of the Securities
and Exchange Commission ("SEC") that may at any time permit
Warrant Holder to sell securities of the Company to the public
without registration, the Company agrees to use its reasonable
best efforts to:
i) make and keep
public information available, as those terms are understood and
defined in Rule 144, at all times;
ii) file with the SEC
in a timely manner all reports and other documents required of
the Company under the Act and the Securities Exchange Act of
1934, as amended (the "Exchange Act"); and
iii) furnish to any
Warrant Holder forthwith upon request a written statement by the
Company that it has complied with the reporting requirements of
Rule 144 and of the Act and the Exchange Act, a copy of the most
recent annual or quarterly report of the Company, and such other
reports and documents so filed by the Company as may be
reasonably requested to permit any such Warrant Holder to take
advantage of any rule or regulation of the SEC permitting the
selling of any such securities without registration.
(B) Representations and Covenants
of the Purchaser.
The Purchaser shall not
resell Warrant Shares, unless such resale is pursuant to an
effective registration statement under the Act or pursuant to an
applicable exemption from such registration requirements.
5. Adjustment of Purchase Price and Number of
Shares. The number of and kind of securities purchasable upon
exercise of this Warrant and the Purchase Price shall be subject
to adjustment from time to time as follows:
-4-
(a) Subdivisions, Combinations and
other Issuances. If the Company shall at any time after the date
hereof but prior to the expiration of this Warrant subdivide its
outstanding securities as to which purchase rights under this
Warrant exist, by split-up, spin-off, or otherwise, or combine
its outstanding securities as to which purchase rights under this
Warrant exist, the number of Warrant Shares as to which this
Warrant is exercisable as of the date of such subdivision,
split-up, spin-off or combination shall forthwith be
proportionately increased in the case of a subdivision, or
proportionately decreased in the case of a combination. Appropriate
adjustments shall also be made to the purchase price payable per
share, but the aggregate purchase price payable for the total
number of Warrant Shares purchasable under this Warrant as of such
date shall remain the same.
(b) Stock Dividend. If at any time
after the date hereof the Company declares a dividend or other
distribution on Common Stock payable in Common Stock or other
securities or rights convertible into Common Stock ("Common Stock
Equivalents") without payment of any consideration by holders of
Common Stork for the additional shares of Common Stock or the
Common Stock Equivalents (including the additional shares of
Common Stock issuable upon exercise or conversion thereof), then
the number of shares of Common Stock for which this Warrant may
be exercised shall be increased as of the record date (or the
date of such dividend distribution if no record date is set) for
determining which holders of Common Stock shall be entitled to
receive such dividends, 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, and the
Purchase Price shall be adjusted so that the aggregate amount
payable for the purchase of all the Warrant Shares issuable
hereunder immediately after the record date (or on the date of
such distribution, if applicable), for such dividend shall equal
the aggregate amount so payable immediately before such record
date (or on the date of such distribution, if applicable).
(c) Other Distributions. If at
any time after the date hereof the Company distributes to holders
of its Common Stock, other than as part of its dissolution,
liquidation or the winding up of its affairs, any shares of its
capital stock, any evidence of indebtedness or any of its assets
(other than cash, Common Stock or securities convertible into
Common Stock), then the number of Warrant Shares for which this
Warrant is exercisable shall be adjusted to equal: (i) the number
of Warrant Shares for which this Warrant is exercisable
immediately prior to such event, (ii) multiplied by a fraction,
(A) the numerator of which shall be the fair market value per
share of Common Stock on the record date for the dividend or
distribution, and (B) the denominator of which shall be the fair
market value price per share of Common Stock on the record date
for the dividend or distribution minus the amount allocable to
one share of Common stock of the value (as jointly determined in
good faith by the Board of Directors of the Company and the
Warrant Holder) of any and all such evidences of indebtedness,
shares of capital stock, other securities or property, so
distributed. The Purchase Price shall be adjusted to equal: (i)
the Purchase Price in effect immediately before the occurrence of
any event (ii) multiplied by a fraction, (A) the numerator of
which is the number of Warrant Shares for which this Warrant is
exercisable immediately before the adjustment, and (B) the
denominator of which is the number of Warrant Shares for which
this Warrant is exercisable immediately after the adjustment.
(d) Merger, etc. If at any time
after the date hereof there shall be a merger or consolidation of
the Company with or into or a transfer of all or substantially
all of the assets of the Company to another entity, then the
-5-
Warrant Holder shall be entitled-to receive upon such transfer,
merger or consolidation becoming effective, and upon payment of
the aggregate Purchase Price then in effect, the number of shares
or other securities or property of the Company or of the
successor corporation resulting from such merger or
consolidation, which would have been received by Warrant Holder
for the shares of stock subject to this Warrant had this Warrant
been exercised just prior to such transfer, merger or
consolidation becoming effective or to the applicable record date
thereof, as the case may be. The Company will not merge or
consolidate with or into any other corporation, or sell or
otherwise transfer its property, assets and business
substantially as an entirety to another corporation, unless the
corporation resulting from such merger or consolidation (if not
the Company), or such transferee corporation, as the case may be,
shall expressly assume, by supplemental agreement reasonably
satisfactory in form and substance to the Warrant Holder, the due
and punctual performance and observance of each and every
covenant and condition of this Warrant to be performed and
observed by the Company.
(e) Reclassification, etc. If at
any time after the date hereof there shall be a reorganization or
reclassification of the securities as to which purchase rights
under this Warrant exist into the same or a different number of
securities of any other class or classes, then the Warrant Holder
shall thereafter be entitled to receive upon exercise of this
Warrant, during the period specified herein and upon payment of
the Purchase Price then in effect, the number of shares or other
securities or property resulting from such reorganization or
reclassification, which would have been received by the Warrant
Holder for the shares of stock subject to this Warrant had this
Warrant at such time been exercised.
(f) Conversion, etc. If any
time after the date hereof the Warrant Holder converts Preferred
Stock, then the number of Warrant Shares for which this Warrant
is exercisable shall be reduced to reflect a reduction of two
hundred (200) Warrant Shares, subject to adjustment in accordance
with this Section 5(a) or (b), for every share of Preferred Stock
converted.
6. No Impairment. The Company will not, by
amendment of its Certificate 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 in good
faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in
order to protect the rights of the Warrant Holder against
impairment. Without limiting the generality of the foregoing,
the Company (a) will not increase the par value of any Warrant
Shares above the amount payable therefor on such exercise, and
(b) will take all such action as may be reasonably necessary or
appropriate in order that the Company may validly and legally
issue fully paid and nonassessable Warrant Shares on the exercise
of this Warrant.
7. Notice of Adjustments- Notices. Whenever
the Purchase Price or number of Shares purchasable hereunder
shall be adjusted pursuant to Section 5 hereof, the Company shall
execute and deliver to the Warrant Holder a certificate setting
forth, in reasonable detail, the event requiring the adjustment,
the amount of the adjustment, the method by which such adjustment
was calculated and the Purchase Price and number of shares
-6-
purchasable hereunder after giving effect to such adjustment, and
shall cause a copy of such certificate to be mailed (by first
class mail, postage prepaid) to the Warrant Holder.
8. Rights As Stockholder. Prior to exercise
of this Warrant, the Warrant Holder shall not be entitled to any
rights as a stockholder of the Company with respect to the
Warrant Shares, including (without limitation) the right to vote
such shares, receive dividends or other distributions thereon or
be notified of stockholder meetings. However, in the event of
any taking by the Company of a record of the holders of any class
of securities for the purpose of determining the holders thereof
who are entitled to receive any dividend (other than a cash
dividend) or other distribution, any right to subscribe for,
purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right,
the Company shall mail to each Warrant Holder, at least 10 days
prior to the date specified therein, a notice specifying the date
on which any such record is to be taken for the purpose of such
dividend, distribution or right, and the amount and character of
such dividend, distribution or right.
9. Limitation on Exercise. Notwithstanding
anything to the contrary contained herein, this Warrant may not be
exercised by the Warrant Holder to the extent that, after giving
effect to Warrant Shares to be issued pursuant to a Subscription
Notice, the total number of shares of Common Stock deemed
beneficially owned by such holder (other than by virtue of
ownership of this Warrant, or ownership of other securities that
have limitations on the holder's right to convert or exercise
similar to the limitations set forth herein), together with all
shares of Common Stock deemed beneficially owned by the holder's
"affiliates" (as defined in Rule 144 of the Act) that would be
aggregated for purposes of determining whether a group under
Section 13(d) of the Securities Exchange Act of 1934 exists, would
exceed 4.9% of the total issued and outstanding shares of the
Common Stock, provided that the Warrant Holder shall have the right
to waive this restriction, in whole or in part, immediately in the
case of a pending "Change in Control Transaction" described in
clause (x) or (z) of Paragraph 4(i) of the Designations for the
Preferred Stock and in any other case upon 61 days prior notice to
the Company. The delivery of a Subscription Notice by the Warrant
Holder shall be deemed a representation by such holder that it is
in compliance with this paragraph.
A subsequent Warrant Holder shall not be bound by this provision
unless it expressly agrees to be so bound. The term "deemed
beneficially owned" as used in this Warrant shall exclude shares
that might otherwise be deemed beneficially owned by reason of
the exercise of this Warrant.
10. Replacement Of Warrant. On receipt of
evidence reasonably satisfactory to the Company of the loss,
theft, destruction or mutilation of the Warrant and, in the case
of any such loss, theft or destruction of the Warrant, on
delivery of an indemnity agreement or security reasonably
satisfactory in form and amount to the Company or, in the case of
any such mutilation, on surrender and cancellation of such
Warrant, the Company at its expense will execute and deliver, in
lieu thereof a new Warrant of like tenor.
11. Specific Enforcement; Consent to
Jurisdiction; Choice of Law
(a) The Company and the Warrant
Holder acknowledge and agree that irreparable damage would occur
in the event that any of the provisions of this Warrant were not
-7-
performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that the parties
shall he entitled to an injunction or injunctions to prevent or
cure breaches of the provisions of this Warrant and to enforce
specifically the terms and provisions hereof, this being in
addition to any other remedy to which either of them may be
entitled by law or equity.
(b) Each of the Company and the
Warrant Holder (i) hereby irrevocably submits to the exclusive
jurisdiction of the state and federal court located in New York
County, New York for the purposes of any suit, action or
proceeding arising out of or relating to this Warrant and (ii)
hereby waives, and agrees not to assert in any such suit, action
or proceeding, any claim that it is not personally subject to the
jurisdiction of such court, that the suit, action or proceeding
is brought in an inconvenient forum or that the venue of the
suit, action or proceeding is improper. Each of the Company and
the Warrant Holder consents to process being served in any such
suit, action or proceeding by mailing a copy thereof to such
party at the address in effect for notices to it under this
Warrant and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing in
this paragraph shall affect or limit any right to serve process
in any other manner permitted by law.
(c) This Warrant shall be governed
by and construed and enforced in accordance with the internal
laws of the State of New York without regard to such state's
principles of conflict of laws.
12. Entire Agreement; Amendments. This
Warrant, the Exhibits hereto and the provisions contained in the
Agreement or the Registration Rights Agreement and incorporated
into this Warrant and the Warrant Shares contain the entire
understanding of the parties with respect to the matters covered
hereby and thereby and, except as specifically set forth herein
and therein, neither the Company nor the Warrant Holder makes any
representation, warranty, covenant or undertaking with respect to
such matters. No provision of this Agreement may be waived or
amended other than by a written instrument signed by the party
against whom enforcement of any such amendment or waiver is
sought.
13. Notices. Any notice or other communication
required or permitted to be given hereunder shall be in writing
and shall be effective (a) upon hand delivery or delivery by
telex (with correct answer back received), telecopy or facsimile
at the address or number designated below (if delivered on a
business day during normal business hours where such notice is to
be received), or the first business day following such delivery
(if delivered other than on a business day during normal business
hours where such notice is to be received) or (b) on the second
business day following the date of mailing by express courier
service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The
addresses for such communications shall be:
-8-
to the Company:
Alteon Inc.
000 Xxxxxxxx Xxxxx
Xxxxxx, Xxx Xxxxxx 00000
Attn: Xxxxx X. Xxxxxx
Fax: (000) 000-0000
with copies to:
Xxxxx, Stratton, Wise, Xxxxx & Xxxxxxx
000 Xxxxxxx Xxxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Attn: Xxxxxx X. Xxxxxx, Esq.
Fax: (000) 000-0000
to The Warrant Holder:
[Name of Investor]
[Address]
Attn: [Name of Person]
Fax: [Number]
Either party hereto may from time to time change its address for
notices under this Section 13 by giving at least 10 days prior
written notice of such changed address to the other party hereto.
14. Miscellaneous. This Warrant and any term
hereof may be changed, waived, discharged or terminated only by
an instrument in writing signed by the party against which
enforcement of such change, waiver, discharge or termination is
sought. This Warrant shall be construed and enforced in
accordance with and governed by laws of the State of New York.
The headings in this Warrant are for purposes of reference only,
and shall not limit or otherwise affect any of the terms hereof.
The invalidity or unenforceability of any provision hereof shall
in no way affect the validity or enforceability of any other
provision.
15. Assignment. This Warrant may be
transferred or assigned, in whole or in part, only at any time
that the Warrant Holder transfers or assigns shares of Preferred
Stock, pro rata to such transfer or assignment, and only to such
transferee or assignee, by the then Warrant Holder by submitting
this Warrant to the Company together with a duly executed
-9-
Assignment in substantially the form and substance of the Form of
Assignment which accompanies this Warrant and, upon the Company's
receipt hereof, and in any event, within three (3) business days
thereafter, the Company shall issue a Warrant to the Warrant
Holder to evidence that portion of this Warrant, if any as shall
not have been so transferred or assigned.
[The remainder of this page has intentionally been left blank.]
-10-
Dated:
_________________________
ALTEON INC.
By: _________________________________
Name:
Title:
[CORPORATE SEAL]
Attest:
By:_______________________________
Its [NAME OF INVESTOR]
By: ________________________________
Name:
Title:
-11-
FORM OF WARRANT EXERCISE
(SUBSCRIPTION NOTICE)
(To be signed only on exercise of Warrant)
TO ____________________________
The undersigned, the holder of the within Warrant, hereby
irrevocably elects to exercise this Warrant:
_______ (A) for, and to purchase thereunder, _______
shares of Common Stock of Alteon Inc., a Delaware corporation (the
"Company"), and herewith makes payment of $ _____ therefor; or
_______ (B) in a "net issue exercise" for, and to purchase
thereunder, _________ shares of Common Stock, and herewith makes
payment therefor with _________ surrendered Warrant Shares.
The undersigned requests that the certificates for such shares
be issued in the name of, and delivered to ___________, whose
address is ______________.
Dated:
____________________________________
(Signature must conform to name of
holder as specified on the face of
the Warrant)
____________________________________
(Address)
Tax Identification Number: ________________
____________________
FORM OF ASSIGNMENT
(To be signed only on transfer of Warrant)
For value received, the undersigned hereby sells, assigns, and
transfers unto __________ the right represented by the within
Warrant to purchase _____ shares of Common stock of Alteon Inc.,
a Delaware corporation, to which the within Warrant relates, and
appoints ___________ Attorney to transfer such right on the books
of Alteon Inc., a Delaware corporation, with full power of
substitution of premises.
Dated:
________________________________
(Signature must conform to name of
holder as specified on the fact of
the Warrant)
________________________________
(Address)
Signed in the presence of:
_____________________
