WARRANT TO PURCHASE 2,500,000 SHARES COMMON STOCK OF PSI CORPORATION, A NEVADA CORPORATION PSI CORPORATION Warrant to Purchase Common Stock
EXHIBIT
10.2
THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE
TRANSFERRED, SOLD, ASSIGNED, OR HYPOTHECATED, ONLY IF REGISTERED BY
PSI
CORPORATION, A NEVADA CORPORATION (THE “COMPANY”). UNDER THE SECURITIES ACT OF
1933 (THE “ACT”) AND IF REGISTERED OR QUALIFIED IN EVERY APPLICABLE STATE, OR IF
THE COMPANY HAS RECEIVED THE FAVORABLE OPINION OF COUNSEL TO THE WARRANTHOLDER,
WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE
COMPANY, TO THE EFFECT THAT SUCH REGISTRATION OR QUALIFICATION OF THE WARRANT
OR
THE UNDERLYING SECURITIES IS NOT NECESSARY IN CONNECTION WITH SUCH TRANSFER,
SALE, ASSIGNMENT, OR HYPOTHECATION.
WARRANT
TO PURCHASE 2,500,000
SHARES COMMON STOCK
OF
PSI CORPORATION, A NEVADA CORPORATION
PSI
CORPORATION
Warrant
to Purchase Common Stock
This
certifies that, for value received, Lazarus
Investment Partners LLLP, a
Delaware limited liability limited partnership, the registered holder hereof
or
its assigns (the “Warrantholder”) is entitled to purchase from PSI Corporation
f/d/b/a/ friendlyway Corporation, a Nevada corporation (the “Company”), at any
time before 5:00 p.m., Colorado time, on October 10, 2011 (the “Expiration
Date”) at the purchase price of $.20 per share of Common Stock (the “Warrant
Exercise Price”), up to 2,500,000 shares of Common Stock of the Company (the
“Common Stock”). The Warrant Exercise Price and number of shares of Common Stock
purchasable upon exercise of this Warrant shall be subject to adjustment from
time to time as provided herein. This Warrant was issued pursuant to the terms
of a Purchase Agreement (“Purchase Agreement”; all terms defined in the Purchase
Agreement to have the same meanings herein) dated the date hereof between the
Company and the initial Warrantholder and is subject to, and entitled to the
benefits of, the Purchase Agreement.
1. Title
to Warrant.
Prior
to the termination hereof and subject to compliance with applicable laws, this
Warrant and all rights hereunder are transferable, in whole or in part, at
the
office or agency of the Company, referred to in Section 2 hereof, by the
Warrantholder in person or by duly authorized attorney, upon surrender of this
Warrant together with the Assignment Form annexed hereto properly endorsed.
This
Warrant and the Common Stock may be transferred, sold, assigned, or
hypothecated, only if registered by the Company under the Act and registered
and
qualified in every applicable jurisdiction, or if the Company has received
the
favorable opinion of counsel to the Warrantholder, which opinion and counsel
shall be reasonably satisfactory to counsel to the Company, to the effect that
registration of the Warrant or the Common Stock issuable upon its exercise
(“Underlying Securities”) and registration and qualification in every applicable
jurisdiction is not necessary in connection with such transfer, sale,
assignment, or hypothecation. Unless the provisions hereof relating to transfer
shall have been complied with, the Company shall not be required to take any
action in respect of any purported transferee or holder of this
Warrant.
2. Exercise
of Warrant.
The
purchase rights represented by this Warrant are exercisable by the registered
Warrantholder, in whole or in part from time to time before its termination,
by
the surrender of this Warrant, together with the Notice of Exercise attached
hereto duly completed and executed at the office of the Company, at 0000
Xxxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000 (or such
other office or agency of the Company as it may designate by notice in writing
to the Warrantholder, at the address of such Warrantholder appearing on the
books of the Company), and upon payment of the Warrant Exercise Price for the
shares thereby purchased (by cash, by check or bank draft payable to the order
of the Company, or by cancellation of indebtedness of the Company to the
Warrantholder, if any, at the time of exercise, in an amount equal to the
Warrant Exercise Price for the shares thereby purchased), and/or by execution
of
an election by the Warrantholder to effect a cashless exercise pursuant to
Section 12 hereof); whereupon the Warrantholder shall be entitled to
receive a certificate for the number of shares of Common Stock so purchased;
provided,
however,
that
the Company will place on each certificate a legend substantially the same
as
that appearing on this Warrant, in addition to any legends required by any
applicable state or federal law. The date upon which the Company shall have
received this Warrant and payment of the applicable Warrant Exercise Price
is
the Exercise Date. If this Warrant is exercised in part, the Company will issue
to the Warrantholder a new Warrant upon the same terms as this Warrant, but
for
the balance of shares of Common Stock for which this Warrant then remains
exercisable. Subject to the foregoing limitations, the Company agrees that
if,
upon the Exercise Date, the Warrantholder shall be entitled to exercise this
Warrant, the shares so purchased shall be deemed to be issued to such
Warrantholder as the record owner of such shares as of the close of business
on
the Exercise Date.
Certificates
for shares purchased hereunder shall be delivered to the Warrantholder within
10
business days after the date on which this Warrant shall have been exercised
as
aforesaid.
The
Company covenants that all shares of Common Stock that may be issued upon the
exercise of rights represented by this Warrant will, upon exercise of the rights
represented by this Warrant in accordance with the terms hereof, be fully paid
and non-assessable and free from all preemptive rights, taxes, liens, and
charges in respect of the issue thereof (other than taxes in respect of any
transfer occurring contemporaneously with such issue).
3. No
Fractional Shares or Scrip.
No
fractional shares or scrip representing fractional shares shall be issued upon
the exercise of this Warrant. In lieu thereof, the Company shall issue one
full
additional share of Common Stock for any fraction that exceeds one-half, and
any
fraction that is equal to or less than one-half shall be extinguished, without
further consequence or payment therefor. Upon the partial exercise of this
Warrant, no portion of the Warrant for the unexercised remainder hereof shall
refer to fractional shares of Common Stock, and any such fractions shall be
eliminated from the Warrant for such remainder, without further consequence
or
payment therefor.
4. Charges,
Taxes, and Expenses.
Issuance of certificates for shares of Common Stock upon the exercise of this
Warrant shall be made without charge to the Warrantholder, for any issue or
transfer tax or other incidental expense in respect of the issuance of such
certificate, all of which taxes and expenses shall be paid by the Company
(except that the Warrantholder and/or transferee shall be responsible for taxes
in respect of any transfer occurring contemporaneously therewith), and such
certificates shall be issued in the name of the Warrantholder or in such name
or
names as may be directed by the Warrantholder; provided,
however,
that in
the event certificates for shares of Common Stock are to be issued in a name
other than the name of the Warrantholder, this Warrant when surrendered for
exercise shall be accompanied by the Assignment Form attached hereto duly
executed by the Warrantholder; and provided further,
that
upon any transfer involved in the issuance or delivery of any certificates
for
shares of Common Stock or replacement for this Warrant (or any portion thereof),
the Company may require, as a condition thereto, that the Warrantholder shall
make payment of a sum sufficient to reimburse the Company for any transfer
tax
incidental thereto and that the transferee shall execute an appropriate
investment representation.
-2-
5. No
Rights as Shareholders.
This
Warrant does not entitle the Warrantholder to any voting rights, dividend
rights, liquidation rights, or other rights as a shareholder of the Company,
or
holder of any of the Underlying Securities, prior to the exercise
hereof.
6. Exchange
and Registry of Warrant.
This
Warrant is exchangeable, upon the surrender hereof by the Warrantholder, at
the
above-mentioned office or agency of the Company, for a new Warrant of like
tenor
and dated as of such exchange. The Company shall maintain at the above-mentioned
office or agency a registry showing the name and address of the registered
Warrantholder. This Warrant may be surrendered for exchange, transfer, or
exercise, in accordance with its terms, at such office or agency of the Company,
and the Company shall be entitled to rely in all respects, prior to written
notice to the contrary, upon such registry.
7. Loss,
Theft, Destruction, or Mutilation of Warrant.
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, upon receipt by the Company of indemnity or security reasonably
satisfactory to it, and upon surrender and cancellation of this Warrant, if
mutilated, the Company will make and deliver a new Warrant of like tenor (but
with no additional rights or obligations) and dated as of such cancellation,
in
lieu of this Warrant.
8. Saturdays,
Sundays, Holidays, etc.
If the
last or appointed day for the taking of any action or the expiration of any
right required or granted herein shall be a Saturday or a Sunday or shall be
a
legal holiday, then such action may be taken or such right may be exercised
on
the next succeeding business day in the State of Colorado that is not a
Saturday, Sunday, or legal holiday.
9. Cash
Distributions.
Except
as hereinafter specifically provided, no adjustment will be made to the Warrant
Exercise Price on account of cash dividends or other cash payments on the
Underlying Securities.
10. Forced
Cashless Exercise.
If on
each of thirty consecutive trading days (i) a Registration Statement has been
effective covering the resale of the Common Stock issuable upon exercise of
this
Warrant, (ii) the Company’s Common Stock (including the shares issuable upon
exercise of this Warrant) has been listed on a national securities exchange,
the
Nasdaq National Market, or the OTC Bulletin Board and (iii) the Company’s Common
Stock has had a closing bid price of more than $.50 a share (as adjusted for
stock splits, stock dividends, combinations, recapitalizations and similar
events), the Company upon written notice to the Warrantholder given within
5
days after the expiration of such 30 trading days may force a cashless exercise
of this Warrant effective upon the giving of such notice and the contemporaneous
delivery to the Warrantholder of the Common Stock issuable upon such cashless
exercise.
-3-
11. Adjustment
of Warrant Shares and Warrant Exercise Price.
(a) In
each
case wherein the Company shall at any time after the date of this Warrant
subdivide (by way of a stock split) or declare a stock dividend or combine
the
outstanding shares of Common Stock, the number of Underlying Securities shall
forthwith be proportionately increased in the case of a subdivision or stock
dividend or decreased in the case of a combination.
(b) In
case
of any adjustment in the number of shares of Common Stock issuable upon exercise
of this Warrant, the Warrant Exercise Price per share will be adjusted by an
amount determined by dividing the total exercise price that would have been
payable upon full exercise of this Warrant immediately prior to the adjustment
by the number of shares of Common Stock issuable upon exercise of this Warrant
immediately after the adjustment.
(c) In
case
the Company shall at any time after the date hereof issue or sell any of the
Company’s shares of Common Stock (including shares held in the Company’s
treasury and shares deemed to have been issued as provided below, but excluding
“Excluded Issuances” (as defined below), for a consideration per share less than
the Warrant Exercise Price in effect immediately prior to the issuance or sale,
the Warrant Exercise Price in effect immediately prior to each such issuance
or
sale shall forthwith be adjusted to equal the per share consideration received
by the Company upon the issuance or sale of its Common Stock. Upon any such
adjustment of the Warrant Exercise Price, the number of shares of Common Stock
deliverable upon exercise of this Warrant shall be determined by (a) dividing
the Warrant Exercise Price in effect prior to such adjustment by the Warrant
Exercise Price as adjusted, and (b) multiplying the resulting quotient by
the number of shares of Common Stock deliverable upon exercise of this Warrant
immediately prior to such adjustment. Excluded Issuances shall mean:
(i) the
issuances of Additional Shares as defined and provided for under
subparagraph 11(a) of the other Warrant issued under the Purchase
Agreement;
(ii) shares
of
Common Stock issued pursuant to options, warrants, or other obligations to
issue
shares outstanding on the date hereof as disclosed in the Disclosure
Documents;
(iii) options
issued and shares of Common stock issued or issuable upon exercise of such
options, that are issued after the date hereof under any employee incentive
stock option plan adopted by the Company, or such other similar compensatory
options, issuances, arrangements, or plans approved by the Company’s Board of
Directors.
In
connection with an adjustment under this clause (c), the following will
apply:
(i) In
the
case of the issuance of: (A) options to purchase or rights to subscribe for
Common Stock; (B) securities by their terms convertible into or exchangeable
for
Common Stock; or (C) options to purchase or rights to subscribe for securities
by their terms convertible into or exchangeable for Common Stock:
-4-
(1) The
aggregate maximum number of shares of Common Stock deliverable upon exercise
of
such options to purchase or rights to subscribe for Common Stock shall be deemed
to have been issued at the time such options or rights were issued and for
a
consideration equal to the consideration, if any, received by the corporation
upon the issuance of such options or rights plus the minimum purchase price
provided in such options or rights for the Common Stock covered thereby;
(2) The
aggregate maximum number of shares of Common Stock deliverable upon conversion
of or in exchange for any such convertible or exchangeable securities, or upon
the exercise of options to purchase or rights to subscribe for such convertible
or exchangeable securities and subsequent conversion or exchange thereof, shall
be deemed to have been issued at the time such securities were issued or such
options or rights were issued and for a consideration equal to the consideration
received by the Company for any such securities and related options or rights
(excluding any cash received on account of accrued interest or accrued
dividends), plus the additional consideration, if any, to be received by the
Company upon the conversion or exchange of such securities or the exercise
of
any related options or rights;
(3) On
any
change in the number of shares of Common Stock deliverable upon exercise of
any
such options or rights or conversion of or exchange for such convertible or
exchangeable securities, or on any change in the minimum purchase price of
such
options, rights, or securities, where such change results in a lower purchase
price per share, the Warrant Exercise Price hereunder shall forthwith be
decreased to such purchase price as would have obtained had the adjustment
made
upon (x) the issuance of such options, rights, or securities not exercised,
converted, or exchanged prior to such change, as the case may be, been made
upon
the basis of such change, or (y) the options or rights related to such
securities not converted or exchanged prior to such change, as the case may
be,
been made upon the basis of such change.
(d) In
case,
at any time after the date of this Warrant, of any reorganization,
reclassification of the stock of the Company (other than a change in par value
or as a result of a stock dividend or subdivision, split-up or combination
of
shares for which adjustment is made pursuant to subsections (b) and (c)
hereof), or consolidation or merger of the Company with or into another person
(other than a consolidation or merger in which the corporation is the continuing
entity and which does not result in any change in the Common Stock), this
Warrant shall, after the effective date of such reorganization,
reclassification, consolidation, or merger, be exercisable into the kind and
number of shares of stock or other securities or property of the Company or
of
the entity resulting from such consolidation or surviving such merger to which
such Warrantholder would have been entitled, if it had exercised this Warrant,
immediately prior to such reorganization, reclassification, consolidation,
or
merger. The provisions of this subsection (d) shall similarly apply to
successive reorganizations, reclassifications, consolidations, or mergers.
(e) The
Company 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 to be observed or performed
hereunder by the Company, but will at all times in good faith assist in the
carrying out of all the provisions of this Section and in the taking of all
such
action as may be necessary or appropriate in order to protect the exercise
rights of the Warrantholders against impairment.
-5-
12. Cashless
Exercise.
(a) The
Warrantholder may, at its option, elect to exercise this Warrant, in whole
or in
part and at any time or from time to time, on a cashless basis, by surrendering
this Warrant, with the Notice of Exercise attached to this Warrant duly executed
by or on behalf of the Warrantholder, at the principal office of the Company,
or
at such other office or agency as the Company may designate, by canceling a
portion of this Warrant in payment of the Warrant Exercise Price payable in
respect of the number of Warrant Shares purchased upon such exercise. In the
event of an exercise pursuant to this Section 12, the number of Warrant
Shares issued to the Holder shall be determined according to the following
formula:
X
=
Y*(A-B)
A
Where:
|
X
|
=
|
the
number of Warrant Shares that shall be issued to the Warrantholder.
|
Y
|
=
|
the
number of Warrant Shares for which this Warrant is being exercised
(which
shall include both the number of Warrant Shares issued to the
Warrantholder and the number of Warrant Shares subject to the portion
of
the Warrant being cancelled in payment of the Warrant Exercise Price).
|
A
|
=
|
the
Fair Market Value (as defined below) of one share of Common Stock;
and
|
B
|
=
|
the
Warrant Exercise Price then in effect.
|
(b) The
Fair
Market Value per share of Common Stock shall be determined as follows:
(i) if
the
Common Stock is listed on a national securities exchange, the Nasdaq National
Market, the OTC Bulletin Board, or another nationally-recognized trading system
as of the Exercise Date (or within 30 days prior to such date), the Fair Market
Value per share of Common Stock shall be deemed to be the average of the high
and low reported sale prices per share of Common Stock thereon on the trading
day immediately preceding the Exercise Date; provided
that if
the Common Stock is not so listed on such day, the Fair Market Value per share
of Common Stock shall be determined on the most recent trading date preceding
the Exercise Date when the Common Stock was so listed, unless such trading
date
is more than 30 days before the Exercise Date, in which case, the Fair Market
Value shall be determined below.
(ii) If
clause (i) does not apply but there is a Qualified Private Placement (as
such term is hereafter defined), the Fair Market Value per share of Common
Stock
shall be the Common Equivalent Price (as such term is herein defined) in respect
of the Qualified Private Placement. For purposes of this subsection, a
“Qualified Private Placement” shall mean the sale by the Company in one or more
transactions not involving a sale of the Company’s Common Stock pursuant to a
registration statement under the Act, during any twelve-month period ending
within six months prior to such cashless exercise, of equity securities for
an
aggregate purchase price in cash of at least Two Million Dollars ($2,000,000).
The term “Common Equivalent Price” shall mean the price determined by dividing
the gross proceeds received by the Company as a result of a Qualified Private
Placement by the number of shares of Common Stock issued, or issuable upon
conversion or exchange of securities issued therein, in exchange for such gross
proceeds (without taking into account any subsequent adjustments that are not
capable of determination at the time of issuance of such securities).
-6-
(iii) If
clauses (i) and (ii) do not apply, then the Fair Market Value per share of
the
Common Stock shall be the value placed upon shares of such stock, on good faith
determination by the Company’s Board of Directors, as to Fair Market Value as of
the Exercise Date.
13. Reservation
and Issuance of Shares.
At all
times the Company will keep reserved for issuance upon exercise of this Warrant,
the number of shares of Common Stock then issuable upon full exercise hereof.
The Company covenants that its issuance of this Warrant constitutes full
authority to its officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for shares of
the
Company’s Common Stock upon the exercise of the purchase rights under this
Warrant and to issue replacement, successor, and/or remainder Warrants in
respect hereof.
14. Notices
of Record Date.
The
Company shall cause to be mailed to the Warrantholder, at least 20 days prior
to
the record or transaction date hereinafter specified, the following notices:
(a) Notice
of
the date upon which the Company will take a record of the holders of its capital
stock for the purpose of entitling any of them to subscribe for or purchase
any
shares of stock of any class or to receive a dividend, distribution, or any
other rights;
(b) Notice
of
the date upon which there will occur any reorganization of the Company,
reclassification of the capital stock of the Company (other than a subdivision
or combination of its outstanding shares of capital stock), or consolidation
or
merger of the Company with or into another corporation that does not constitute
a Sale of the Company;
(c) Notice
of
the effective date upon which the rights of the holders of any of the Underlying
Securities will be determined in the event of a voluntary or involuntary
dissolution, liquidation, or winding up of the Company; and/or
(d) Notice
of
the date upon which a record will be taken, for the purpose to grant or
extinguish any other right, privilege, or obligation of any party, in respect
of
this Warrant or the Underlying Securities.
15. Amendments
and Waivers.
Neither
this Warrant nor any term hereof may be changed, waived, varied, discharged,
or
terminated orally or in writing, except that any term of this Warrant may be
amended and the observance of any such term may be waived (either generally
or
in a particular instance, and either retroactively or prospectively) with (but
only with) the written consent of the Company and the Warrantholder;
provided,
however,
that no
such waiver shall extend to or affect any obligation not expressly waived.
-7-
16. Communications.
All
notices or other communications hereunder shall be in writing and shall be
given
by registered or certified mail (postage prepaid and return receipt requested),
personally delivered (against a receipt signed by the Warrantholder or its
agent), transmitted by facsimile (with verification of receipt thereof), or
sent
by means of a nationally recognized overnight delivery service (with
verification of delivery), addressed to the Warrantholder and the Company,
at
the following respective addresses:
If to the Warrantholder: |
Lazarus
Investment Partners LLLP
|
0000 Xxxx Xxxxxx Xxxxxx |
Xxxxx 000 |
Xxxxxx, Xxxxxxxx 00000 |
Attn: Xxxxxx Xxxxx, Member |
Fax: 000-000-0000 |
With a copy to: | Xxxxx X. Xxxxxxxx, Esq. |
Berenbaum, Weinshienk & Xxxxx, P.C. |
000 Xxxxxxxxxxx Xxxxxx, 00xx Xxxxx |
Xxxxxx, Xxxxxxxx 00000-0000 |
Fax: 000-000-0000 |
If to the Company, to: | PSI Corporation |
0000 Xxxxxxxx Xxxxxx Xxxxx |
Xxxxx 000 |
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000 |
Attn: Xxx Xxxxxxx, Chief Executive Officer and President |
Fax: 000-000-0000 |
All
notices and other communications given in accordance with the foregoing
procedures shall be deemed to have been given as of the date and time of actual
delivery, deposit in the United States mail, proof of transmittal by facsimile,
or 2:00 p.m., Colorado time, on the next business day after deposit with a
nationally recognized overnight delivery service (prior to the applicable local
time for next business day delivery), as the case may be.
17. Miscellaneous.
The
provisions of this Warrant shall be construed and shall be given effect in
all
respects as if it had been issued and delivered by the Company on the date
hereof.
-8-
IN
WITNESS WHEREOF,
the
Company has caused this Warrant to be executed by its President thereunto duly
authorized.
COMPANY: | ||
PSI Corporation, a Nevada corporation | ||
|
|
|
By: | /s/ Xxxxxxx X. Xxxxxxx | |
Name: | Xxxxxxx X. Xxxxxxx | |
Title: | Chief Executive Officer | |
Date: | October 17, 2006 |
-9-
NOTICE
OF EXERCISE
TO: PSI
Corporation
1. The
undersigned hereby elects to purchase __________ shares of Common Stock, of
PSI
Corporation, pursuant to the terms of the attached Warrant, and: (a) tenders
herewith payment of the Warrant Exercise Price in full, together with all
applicable transfer taxes, if any, payable pursuant to the terms of the Warrant
hereby exercised; or (b) elects a cashless exercise of the attached Warrant,
pursuant to the provisions of Section 12 thereof, if no payment is herewith
tendered.
2. Please
issue a certificate or certificates representing said shares of Common Stock,
in
the name of the undersigned or in such other name as is specified
below:
(Name) | |||
(Address) |
(Note
that any name herein which is not the name of the Warrantholder of record must
be accompanied by an Assignment Form in proper form.
3. Please
issue a Warrant certificate, representing a Warrant for the remainder of shares
of Common Stock, if any, for which the undersigned Warrantholder has not
exercised the Warrant herein, in the name of the undersigned
Warrantholder.
____________________ | Lazarus Investment Partners LLLP, a | |
Date | Delaware limited liability limited partnership | |
|
|
|
By: | Lazarus Management Company LLC, | |
its General Partner | ||
By: ______________________ | ||
Xxxxxx X.
Xxxxx,
Manager
|
-10-
ASSIGNMENT
FORM
(To
assign the foregoing Warrant, execute
this
form and supply required information.
Do
not use this form to purchase shares.)
(This
form must accompany any
Notice
of Exercise for securities issuable
to
any person other than the
Warrantholder
of record.)
FOR
VALUE
RECEIVED, the foregoing PSI Corporation Common Stock Warrant, and all rights
evidenced thereby, are hereby assigned to
(Please Print) | |||
whose address is: | |||
Dated: _______________________, 200_ | ||
Lazarus Investment Partners LLLP, a | ||
Delaware limited liability limited partnership | ||
|
|
|
By: | Lazarus Management Company LLC, | |
its General Partner | ||
Record Warrantholder’s Signature: | By: __________________ | |
Xxxxxx X.
Xxxxx, Manager
|
||
Record Warrantholder’s Address: | ||
NOTE:
The
signature on this Assignment Form must correspond with the name as it appears
on
the face of the Warrant, without alteration or enlargement or any change
whatever. Any officer of a corporation or person acting in a fiduciary or
other
representative capacity must file proper evidence of authority to assign
the
foregoing Warrant.
-11-