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THIS WARRANT AND ANY SHARES OF CONVERTIBLE COMMON STOCK ISSUABLE UPON THE
EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND NEITHER THIS WARRANT NOR ANY SUCH SHARES MAY BE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER
SUCH ACT.
THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT ARE SUBJECT TO A
STOCK PURCHASE AGREEMENT DATED AS OF NOVEMBER 19, 1999 ("THE STOCK PURCHASE
AGREEMENT") AND A REGISTRATION RIGHTS AGREEMENT DATED AS OF NOVEMBER 19, 1999
("REGISTRATION RIGHTS AGREEMENT"), AMONG THE ISSUER OF SUCH SECURITIES (THE
"COMPANY") AND THE INITIAL HOLDER.
WARRANT
To Purchase Convertible Common Stock of
CHIEF CONSOLIDATED MINING COMPANY
an Arizona corporation
THIS IS TO CERTIFY that DIMELING, XXXXXXXXX & PARK, a Pennsylvania general
partnership ("DSP") or its registered and permitted assigns, is entitled upon
the due exercise hereof at any time during the Exercise Period (as hereinafter
defined) and/or in connection with the occurrence of an Exercise Event (as
hereinafter defined), to purchase that number of shares of Convertible Common
Stock of CHIEF CONSOLIDATED MINING COMPANY which, at the time of exercise will
represent, when added to the shares of Convertible Common Stock purchased
pursuant to the Stock Purchase Agreement and any stock dividends issued thereon,
68% of the Common Stock on a fully diluted basis (assuming conversion of all
Convertible Common Stock into Common Stock and exercise of all Stock Purchase
Rights and conversion of all Convertible Securities) of CHIEF CONSOLIDATED
MINING COMPANY, an Arizona corporation, at the Exercise Price (as hereinafter
defined) (such Exercise Price hereunder being subject to adjustment as provided
herein), and to exercise the other rights, powers and privileges hereinafter
provided, all on the terms and subject to the conditions hereinafter set forth.
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ARTICLE I
DEFINITIONS
The terms defined in this ARTICLE I, whenever used in this Warrant, shall have
the respective meanings hereinafter specified.
"Affiliate" of any Person means a Person which directly or indirectly through
one or more intermediaries controls, or is controlled by, or is under common
control with, the Company. The term "control," as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise.
"Assignment" means the form of Assignment appearing at the end of this Warrant.
"Commission" means the Securities and Exchange Commission or any other Federal
agency from time to time administering the Securities Act.
"Common Stock" means the common stock of the Company, par value $.50 per share,
into which the Convertible Common Stock of the Company is convertible.
"Convertible Common Stock" means the Convertible Common Stock of the Company,
par value $.50 per share, which is convertible into Common Stock of the Company
on a share for share basis.
"Company" means CHIEF CONSOLIDATED MINING COMPANY, an Arizona corporation, and
any successor corporation.
"Convertible Securities" means evidences of indebtedness, shares of stock or
other securities which are convertible into or exchangeable for, with or without
payment of additional consideration, additional shares of Common Stock or
Convertible Common Stock, either immediately or upon the arrival of a specified
date or the happening of a specified event.
"Current Market Price" in the case of Common Stock or other publicly traded
security, means the average of the daily closing prices for the 30 consecutive
trading days commencing 45 trading days before the day in question. The closing
price for each day shall be (i) the average of the closing high bid and low
asked quotations of any such security in the over-the-counter market as shown by
the National Association of Securities Dealers, Inc. Automated Quotation System,
or any similar system of automated dissemination of quotations of securities
prices then in common use, if so quoted, as reported by any member firm of the
Pacific Stock Exchange selected by the Company, or (ii) if not quoted as
described in clause (i), the average of the high bid and low asked quotations
for any such security as reported by the National Quotation Bureau Incorporated
or any similar successor organization, as reported by any member firm of the
[Pacific Stock Exchange] selected by the Company, or (iii) if any such security
is listed or admitted for trading on any national securities exchange, the last
sale price of any such security, regular way, or the average of the closing bid
and asked prices thereof if no such sale occurred, in
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each case as officially reported on the principal securities exchange on which
any such security is listed. If any such security is quoted on a national
securities or central market system in lieu of a market or quotation system
described above, the closing price shall be determined in the manner set forth
in clause (i) of the preceding sentence if bid and asked quotations are reported
but actual transactions are not, and in the manner set forth in clause (iii) of
the preceding sentence if actual transactions are reported.
"Event of Default" means (a) the breach of any warranty in any material respect,
or the inaccuracy in any material respect of any representation, made by the
Company herein, or (b) the failure by the Company to comply in any material
respect with any covenant contained herein.
"Exercise Event" means any of the following events: (a) any Value Event, (b) any
partial or complete liquidation of the Company, and (c) any merger,
consolidation, recapitalization or reorganization of the Company, or a sale of
all or substantially all of its assets (other than an event already covered by
clause (a)).
"Exercise Event Notice" has the meaning set forth in Section 2.1(c).
"Exercise Period" means the period commencing on the date immediately following
the later of (a) the Tranche B Closing and (b) the earlier of (i) the date on
which an Exercise Event occurs, (ii) the date on which an Exercise Event Notice
is delivered, or (iii) December 31, 2004.
"Exercise Price" means $2.25 per share of Convertible Common Stock.
"Fair Value" means in the case of the Company's publicly traded securities, the
Current Market Price at the close of business on the date of determination of
fair value. In the case of the fair value of the appropriate security which is
not publicly traded, and property, assets, or business of an entity, it means
the fair value as determined by an opinion of an independent investment banking
firm or firms in accordance with the following procedure: In the case of any
event which gives rise to a requirement to determine "Fair Value" pursuant to
the provisions hereof, whether in connection with an adjustment to the Exercise
Price or otherwise, the Company shall be responsible for initiating the process
by which Fair Value shall be determined as promptly as practicable following
such event, and if the procedures contemplated in connection with obtaining such
opinion have not been complied with fully, then any such determination of Fair
Value for any purpose of this Warrant (and any such resulting adjustment to the
Exercise Price) shall be deemed to be preliminary and subject to adjustment
pending full compliance with such procedures. The Company and the holder of this
Warrant shall retain (and be responsible for all related fees and expenses of) a
separate independent investment banking firm (which firm, in either case, may be
the independent investment banking firm regularly retained by the Company of
such holder); provided, that the holder may, at its option, elect to rely on the
firm retained by the Company in lieu of retaining its own firm. Such firms shall
determine the fair value of the security, property, assets, business or entity,
as the case may be, in question and deliver their opinion in writing to the
Company and to such holder. If such firms cannot jointly make such determination
(or in the event that the holder has elected to rely upon the firm retained by
the Company and disagrees with the determination made by such firm), then,
unless otherwise
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directed by agreement of the Company and such holder, such firms (or firm), in
their (or its) sole discretion, shall choose another independent investment
banking firm of the Company or such holder, which firm shall make such
determination and render such an opinion. In either case the determination so
made shall be conclusive and binding on the Company and such holder. The fees
and expenses of any such determination made by the independent investment
banking firm selected by such independent banking firms (or firm) shall be borne
by the Company.
"Initial Holder" means DIMELING, XXXXXXXXX & PARK, a Pennsylvania general
partnership, as general partner of Dimeling Xxxxxxxxx & Park Reorganization Fund
II, L.P., a Delaware limited partnership.
"Notice of Exercise" means the form of Notice of Exercise appearing at the end
of this Warrant.
"Opinion of Counsel" means the opinion of counsel experienced in Securities Act
and blue sky regulatory matters, chosen by the holder of this Warrant and
reasonably satisfactory to the Company, which counsel may be counsel to such
holder.
"Other Securities" means any stock and other securities of the Company (other
than Common Stock, Convertible Common Stock, Convertible Securities or Stock
Purchase Rights) or any other Person which shall become subject to issue or sale
upon the conversion or exchange of any stock or other securities of the Company.
"Permitted Transfer" has the meaning set forth in Article V.
"Person" means any unincorporated organization, association, corporation,
limited liability company, individual, sole proprietorship, partnership, joint
venture, trust institution, entity, party or government (including any
instrumentality, division, agency, body or department thereof).
"Rights Offering" has the meaning set forth in Section 4.2.
"Securities Act" means the Securities Act of 1933, as amended, or any successor
Federal statute and the rules and regulations of the Commission promulgated
thereunder, all as the same shall be in effect from time to time.
"Stock Purchase Rights" means any warrants (other than the Warrant), options or
other rights to subscribe for, purchase or otherwise acquire any shares of
Convertible Common Stock, Common Stock or any Convertible Securities.
"Subsidiary" means any corporation or association (a) more than 50% (by number
of votes) of the Voting Stock of which is at the time owned by the Company or by
one or more Subsidiaries or by the Company and one or more Subsidiaries, or any
other business entity in which the Company or one or more Subsidiaries or the
Company and one or more Subsidiaries owns more than a 50% interest either in the
profits or capital of such business entity or (b) whose net earnings, or
portions thereof, are consolidated with the net earnings of the Company and are
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recorded on the books of the Company for financial reporting purposes in
accordance with generally accepted accounting principles.
"Tranche B Closing" shall have the meaning ascribed to such term in the Stock
Purchase Agreement.
"Value Event" means any of the following events: (a) any merger or consolidation
of the Company with or into any corporation that is not an Affiliate of the
Company where the stockholders of the Company would own less than 50% of the
outstanding convertible common stock or common stock of the survivor after the
merger, (b) any sale or disposition of all or substantially all the assets of
the Company to a Person other than an Affiliate of the Company, (c) any public
offering by the Company of Convertible Common Stock or Common Stock, or (d) any
sale or other disposition by the Company or an Affiliate of the Company of
shares of Convertible Common Stock or Common Stock constituting (on a cumulative
basis) more than 50% of the number of shares of Convertible Common Stock or
Common Stock then outstanding (other than to an Affiliate of the Company or any
of the existing stockholders of the Company).
"Voting Stock" means securities of any class or series of a corporation or
association the holders of which are entitled to participate in the election of
majority of the directors or persons performing similar functions of such
corporation or association.
"Warrant" means this warrant issued to the Initial Holder and all warrants
issued upon the partial exercise, transfer or division of or in substitution for
any such Warrant.
Whenever used in this Warrant, any noun or pronoun shall be deemed to include
both the singular and plural and to cover all genders, and the words "herein",
"hereof", and "hereunder" and words of similar import shall refer to this
instrument as a whole, including any amendments hereto.
ARTICLE II
EXERCISE OF WARRANT
2.1 Right to Exercise; Notice.
(a) In General. On the terms and subject to the conditions of
this ARTICLE II, the holder hereof shall have the right, at its option, to
exercise this Warrant in whole or in part, but only one time during the Exercise
Period.
(b) Exercise During Exercise Period. This Warrant may be
exercised by the Holder hereof at any time during the Exercise Period by
delivery to the Company of a Notice of Exercise duly executed by such holder,
specifying the number of shares of Convertible Common Stock to be purchased.
(c) Exercise in Connection With an Exercise Event. At least 45
days prior to the earlier of (i) the effective date of any Exercise Event or
(ii) any record date of holders of
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Common Stock or Convertible Common Stock for the purpose of approving or
participating in any such Exercise Event, the Company shall give the holder of
this Warrant written notice thereof (an "Exercise Event Notice") setting forth
all material information relating to the proposed Exercise Event. The holder
shall then have the right to exercise this Warrant at any time following receipt
of such Exercise Event Notice and the earlier of such effective date or such
record date.
2.2 Manner of Exercise; Issuance of Convertible Common Stock. To
exercise this Warrant, the holder hereof shall (i) deliver to the Company (a) a
Notice of Exercise specifying the number of shares of Convertible Common Stock
to be purchased, (b) an amount equal to the aggregate Exercise Price for all
shares of Convertible Common Stock as to which this Warrant is then being
exercised and (c) this Warrant, or (ii) in connection with the exercise of this
Warrant without the payment of the Exercise Price, deliver to the Company (a) a
duly executed Notice of Exercise specifying the number of shares of Convertible
Common Stock for which this Warrant is being exercised and the number of shares
of Convertible Common Stock deliverable by the Company upon such exercise, and
(b) this Warrant. At the option of the holder hereof, payment of the Exercise
Price shall be made by (a) wire transfer of funds to an account in a bank
located in the United States designated by the Company for such purpose, (b)
certified or official bank check payable to the order of the Company and drawn
on a member of the New York Clearing House, (c) surrender of an appropriate
number of shares of Convertible Common Stock to be issued under this Warrant, or
(d) by any combination of such methods.
Upon receipt of the required deliveries, the Company shall, as
promptly as practicable, and in any event within five days thereafter, cause to
be issued and delivered to the holder hereof (or its nominee) or, subject to
ARTICLE V, the transferee designated in the Notice of Exercise, a certificate or
certificates representing shares of Convertible Common Stock equal in the
aggregate to the number of shares of Convertible Common Stock specified in the
Notice of Exercise (but not exceeding the maximum number of shares issuable upon
exercise of this Warrant). Such certificates shall be registered in the name of
the holder hereof (or its nominee) or in the name of such transferee, as the
case may be.
2.3 Effectiveness of Exercise. Unless otherwise requested by the holder
hereof, this Warrant shall be deemed to have been exercised and such certificate
or certificates representing shares of Convertible Common Stock shall be deemed
to have been issued, and the holder or transferee so designated in the Notice of
Exercise shall be deemed to have become a holder of record of such shares for
all purposes, as of the close of business on the date the Notice of Exercise,
together with payment of the Exercise Price and this Warrant, is received by the
Company.
2.4 Fractional Shares. The Company shall not issue fractional shares of
Convertible Common Stock or scrip representing fractional shares of Convertible
Common Stock upon any exercise of this Warrant. As to any fractional share of
Convertible Common Stock which the holder hereof would otherwise be entitled to
purchase from the Company upon such exercise, the Company shall purchase from
the holder such fractional share at a price equal to an amount calculated by
multiplying such fractional share (calculated to the nearest .001 of a share) by
the
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Fair Value determined without regard to whether this Warrant or any Warrant
Shares are then subject to repurchase hereunder) calculated as of the date of
the Notice of Exercise. Payment of such amount shall be made at the time of
delivery of any certificate or certificates deliverable upon such exercise in
cash or by check payable to the order of the holder hereof or, subject to
ARTICLE V, the transferee designated in the Notice of Exercise, as the case may
be.
2.5 Continued Validity. A holder of shares of Convertible Common Stock
issued upon exercise of this Warrant shall continue to be entitled to all rights
under the Stock Purchase Agreement and the Registration Rights Agreement.
ARTICLE III
REGISTRATION, TRANSFER AND EXCHANGE
3.1 Maintenance of Registration Books. The Company shall keep at its
principal office, which is currently at 000 Xxxxx Xxx., Xxxxx 0000, Xxx Xxxx, XX
00000, a register in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration, transfer and exchange
of this Warrant. The Company shall not at any time except upon the dissolution,
liquidation or winding up of the Company, close such register so as to result in
preventing or delaying the exercise or transfer of this Warrant.
3.2 Transfer and Exchange. Upon surrender for registration or transfer
of this Warrant at such office, the Company shall execute and deliver, subject
to ARTICLE V, in the name of the designated transferee(s) in a Permitted
Transfer (as defined in ARTICLE V), one or more new Warrants representing the
right to purchase a like aggregate number of shares of Convertible Common Stock.
In the event of a Permitted Transfer, and at the option of the holder hereof,
this Warrant may be exchanged for other Warrants representing the right to
purchase a like aggregate number of shares of Convertible Common Stock upon
surrender of this Warrant at such office. Whenever this Warrant is so
surrendered for exchange, the Company shall execute and deliver the Warrants
which the holder making the exchange is entitled to receive.
Every Warrant presented or surrendered for registration of
transfer or exchange shall be accompanied by an Assignment duly executed by the
holder thereof or its attorney duly authorized in writing.
All Warrants issued upon any registration of transfer or
exchange of Warrants shall be the valid obligations of the Company, evidencing
the same rights, and entitled to the same benefits, as the Warrants surrendered
upon such registration of transfer or exchange.
3.3 Replacement. Upon receipt of evidence reasonably satisfactory to
the Company of the loss, theft, destruction or mutilation of this Warrant and
(a) in the case of any such loss, theft or destruction upon delivery of
indemnity reasonably satisfactory to the Company in form and amount or (b) in
the case of any such mutilation, upon surrender of such Warrant for cancellation
at the principal office of the Company, the Company, at its expense, will
execute and deliver, in lieu thereof, a new Warrant.
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3.4 Ownership. The Company and any agent of the Company may treat the
Person in whose name this Warrant is registered on the register kept at the
principal office of the Company as the owner and holder thereof for all
purposes, notwithstanding any notice to the contrary, except that, if and when
this Warrant is properly assigned in blank, the Company may (but shall not be
obligated to) treat bearer thereof as the owner of this Warrant for all
purposes, notwithstanding any notice to the contrary. This Warrant, if properly
assigned, may be exercised by a new holder without first having a new Warrant
issued.
ARTICLE IV
ANTIDILUTION PROVISIONS
4.1 Adjustment of Exercise Price. The Exercise Price shall be
subject to adjustment from time to time as hereinafter set forth. For purposes
of subsections (b) (c) and (d) below, the date on which the Exercise Price per
share shall be computed shall be the earlier of (A) the date on which the
Company shall enter into a firm contract for the issuance of the additional
Common Stock, Convertible Common Stock, Stock Purchase Rights or Convertible
Securities, as appropriate to such subsection ("Additional Securities"), or (B)
the date of the actual issuance of such Additional Securities. The date as of
which the Fair Value shall be computed shall be the last day of the most recent
period for which financial statements have been filed with the Commission prior
to the earlier of the dates determined pursuant to (A) and (B) above.
(a) Stock Dividends, Subdivisions and Combinations. In the
event that the Company shall:
(i) declare a dividend upon, or make any distribution
in respect of, any of its Common Stock or Convertible Common Stock, payable in
Common Stock, Convertible Common Stock, Convertible Securities or Stock Purchase
Rights, or
(ii) subdivide its outstanding shares of Common Stock
or Convertible Common Stock into a larger number of shares, or
(iii) combine its outstanding shares of Common Stock
or Convertible Common stock into a smaller number of shares,
then the Exercise Price shall be adjusted to that price determined by
multiplying the Exercise Price per share immediately prior to such event by a
fraction (A) the numerator of which shall be the total number of outstanding
shares of Common Stock of the Company immediately prior to such event on a fully
diluted basis (assuming conversion of all Convertible Common Stock into Common
Stock and exercise of all Stock Purchase Rights and conversion of all
Convertible Securities), and (B) the denominator of which shall be the total
number of outstanding shares of Common Stock of the Company immediately after
such event on a fully diluted basis (assuming conversion of all Convertible
Common Stock into Common Stock and exercise of all Stock Purchase Rights and
conversion of all Convertible Securities). The provisions of this Subsection
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(a) shall not apply to any additional shares of Convertible Common Stock which
are distributed solely to holders of Convertible Common Stock pursuant to the 8%
stock dividend required under the Company's articles of incorporation ("Articles
of Incorporation").
(b) Issuance of Additional Shares of Common Stock. In case the
Company shall issue or sell any shares of Common Stock for a consideration less
than the then Fair Value per share, the Exercise Price upon each such issuance
or sale shall be adjusted by:
multiplying the then existing Exercise Price by a fraction the numerator of
which is (A) the sum of (1) the number of shares of Common Stock outstanding
immediately prior to such issue or sale on a fully diluted basis (assuming
conversion of all Convertible Common Stock into Common Stock and exercise of all
Stock Purchase Rights and conversion of all Convertible Securities) multiplied
by the Fair Value per share of Common Stock immediately prior to such issue or
sale on a fully diluted basis (assuming conversion of all Convertible Common
Stock into Common Stock and exercise of all Stock Purchase Rights and conversion
of all Convertible Securities) plus (2) the consideration received by the
Company upon such issue or sale, divided by (B) the total number of shares of
Common Stock outstanding immediately after such issue or sale on a fully diluted
basis (assuming conversion of all Convertible Common Stock into Common Stock and
exercise of all Stock Purchase Rights and conversion of all Convertible
Securities) and the denominator of which shall be the Fair Value per share of
Common Stock immediately prior to such issue or sale.
The provisions of this Subsection (b) shall not apply to any
additional shares of Convertible Common Stock which are distributed solely to
holders of Convertible Common Stock pursuant to the 8% stock dividend required
under the Articles of Incorporation or any additional shares of Common Stock or
Convertible Common Stock which are distributed as a result of a subdivision for
which an adjustment is provided for under Subsection (a) of this Section 4.1. No
adjustment of the Exercise Price shall be made under this Subsection upon the
issuance of any additional shares of Common Stock or Convertible Common Stock
which are issued pursuant to the exercise of any Stock Purchase Rights or
pursuant to the conversion or exchange of any Convertible Securities to the
extent that such adjustment shall previously have been made upon the issuance of
such Stock Purchase Rights or Convertible Securities pursuant to Subsection (a)
(c) or (d) of this Section 4.1.
(c) Issuance of Stock Purchase Rights. In case the Company
shall issue or sell any Stock Purchase Rights and the consideration per share
for which additional shares of Common Stock may at any time thereafter be
issuable upon exercise thereof (or, in the case of Stock Purchase Rights
exercisable for the purchase of Convertible Securities, upon the subsequent
conversion or exchange of such Convertible Securities) shall be less than the
then Fair Value per share, the Exercise Price shall be adjusted as provided in
subsection (b) of this Section 4.1 on the basis that (i) the maximum number of
additional shares of Common Stock issuable upon exercise of such Stock Purchase
Rights (or upon conversion or exchange of such Convertible Securities following
such exercise) shall be deemed to have been issued as of the date of the
determination of the Fair Value, as hereinafter provided, and (ii) the aggregate
consideration received for such additional shares of Common Stock shall be
deemed to be the minimum consideration received
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and receivable by the Company in connection with the issuance and exercise of
such Stock Purchase Rights (or upon conversion or exchange of such Convertible
Securities).
(d) Issuance of Convertible Securities. In case the Company
shall issue or sell any Convertible Securities and the consideration per share
for which additional shares of Common Stock may at any time thereafter be
issuable pursuant to the terms of such Convertible Securities shall be less than
the Fair Value per share, the Exercise Price shall be adjusted as provided in
Subsection (b) of this Section 4.1 on the basis that (i) the maximum number of
additional shares of Common Stock necessary to effect the conversion or exchange
of all such Convertible Securities shall be deemed to have been issued as of the
date for the determination of the Fair Value, as hereinafter provided, and (ii)
the aggregate consideration received for such additional shares of Common Stock
shall be deemed to be equal to the minimum consideration received and receivable
by the Company in connection with the issuance and exercise of such Convertible
Securities. No adjustment of the Exercise Price shall be made under this
Subsection upon the issuance of any Convertible Securities which are issued
pursuant to the exercise of any Stock Purchase Rights, if an adjustment shall
previously have been made upon the issuance of such Stock Purchase Rights
pursuant to Subsection (c) of this Section 4.1.
(e) Minimum Adjustment. In the event any adjustment of the
Exercise Price pursuant to this Section 4.1 shall result in an adjustment of
less than $0.01 per share of Convertible Common Stock, no such adjustment shall
be made, but any such lesser adjustment shall be carried forward and shall be
made at the time and together with the next subsequent adjustment which together
with any adjustments so carried forward, shall amount to $0.01 or more per share
of Convertible Common Stock; provided, however, that upon any adjustment of the
Exercise Price resulting from (i) the declaration of a dividend upon, or the
making of any distribution in respect of, any stock of the Company payable in
Common Stock or Convertible Securities or (ii) the reclassification by
subdivision, combination or otherwise, of the Common Stock into a greater or
smaller number of shares, the foregoing figure of $0.01 per share (or such
figure last adjusted) shall be proportionately adjusted and provided, further
upon the exercise of this Warrant, the Company shall make all necessary
adjustments (to the nearest 0.001 of a cent) not theretofore made to the
Exercise Price up to and including the date upon which this Warrant is
exercised.
(f) Readjustment of Exercise Price. In the event (i) the
purchase price payable for any Stock Purchase Rights or Convertible Securities
referred to in Subsection (c) or (d) above, (ii) the additional consideration,
if any, payable upon exercise of such Stock Purchase Rights or upon the
conversion or exchange of such Convertible Securities or (iii) the rate at which
any Convertible Securities above are convertible into or exchangeable for
additional shares of Common Stock shall change, the Exercise Price in effect at
the time of such event shall forthwith be readjusted to the Exercise Price which
would have been in effect at such time had such Stock Purchase Rights or
Convertible Securities provided for such changed purchase price, additional
consideration or conversion rate, as the case may be, at the time initially
granted, issued or sold. On the expiration of any such Stock Purchase Rights not
exercised or of any such right to convert or exchange under such Convertible
Securities not exercised, the Exercise Price then in effect hereunder shall
forthwith be increased to the Exercise Price which would have been in effect at
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the time of such expiration or termination had such Stock Purchase Rights or
Convertible Securities never been issued. No readjustment of the Exercise Price
pursuant to this Subsection (f) shall have the effect of increasing the Exercise
Price by an amount in excess of the adjustment originally made to the Exercise
Price in respect of the issue, sale or grant of the applicable Stock Purchase
Rights or Convertible Securities.
(g) Reorganization, Reclassification or Recapitalization of
Company. In case of any capital reorganization or reclassification or
recapitalization of the capital stock of the Company (other than in the cases
referred to in Subsection (a) of this Section 4.1), or in case of the
consolidation or merger of the Company with or into another corporation, or in
case of the sale or transfer of the property of the Company as an entirety or
substantially as an entirety, there shall thereafter be deliverable upon the
exercise of this Warrant or any portion thereof (in lieu of or in addition to
the number of shares of Convertible Common Stock theretofore deliverable, as
appropriate) the number of shares of stock or other securities or property to
which the holder of the number of shares of Convertible Common Stock which would
otherwise have been deliverable upon the exercise of this Warrant or any portion
thereof at the time would have been entitled upon such capital reorganization or
reclassification of capital stock, consolidation, merger or sale, and at the
same aggregate Exercise Price.
(h) Dilution in Case of Other Securities. In case any Other
Securities shall be issued or sold or shall become subject to issuance or sale
upon the conversion or exchange of any stock (or other securities) of the
Company (or any issuer of Other Securities or any other Person referred to in
Subsection (g)) or becomes subject to subscription, purchase or other
acquisition pursuant to any options or rights issued or granted by the Company
(or by any such other issuer or Person) for a consideration such as to dilute,
within the standards established in the other provisions of this ARTICLE IV, the
purchase rights granted by this Warrant, then, and in each such case, the
computations, adjustments and readjustments provided for in this ARTICLE IV with
respect to the Exercise Price shall be made as nearly as possible in the manner
so provided and applied to determine the amount of Other Securities from time to
time receivable upon the exercise of this Warrant, so as to protect the holders
of the Warrant against the effect of such dilution.
(i) Other Dilutive Events. In case any event shall occur as to
which the other provisions of this ARTICLE IV are not strictly applicable but
the failure to make any adjustment would not fairly protect the purchase rights
represented by this Warrant in accordance with the intent and principles hereof,
then, in each such case, the Company shall appoint a firm of independent public
accountants of recognized national standing (which may be the regular auditors
of the Company), which shall give their opinion as to the adjustment, if any, on
a basis consistent with the intent and principles established in this Article
IV, necessary to preserve, without dilution, the purchase rights represented by
this Warrant. Upon receipt of such opinion, the Company will promptly mail a
copy thereof to the holder of this Warrant and shall make the adjustments
described therein.
(j) Determination of Consideration. For purposes of this
ARTICLE IV, the consideration received or receivable by the Company for the
issuance, sale, grant or assumption
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of additional shares of Common Stock, Stock Purchase Rights or Convertible
Securities, irrespective of the accounting treatment of such consideration,
shall be valued as follows:
(1) Cash Payment. In the case of cash, the net amount received
by the Company after deduction of any underwriting commissions or similar
concessions paid or allowed by the Company.
(2) Securities or Other Property. The Fair Value of such
consideration as of the date immediately preceding the issuance, sale or grant
in question.
(3) Allocation Related to Common Stock, Stock Purchase Rights
and Convertible Securities. In the event additional shares of Common Stock,
Stock Purchase Rights or Convertible Securities are issued or sold together with
other securities or other assets of the Company for a consideration which covers
both, the consideration received (computed as provided in (1) and (2) above)
shall be allocable to such additional shares, rights, or securities, as
determined in good faith by the Board of Directors of the Company.
(4) Dividends in Securities. In case the Company shall declare
a dividend or make any other distribution upon any capital stock of the Company
(other than the 8% dividend on the Convertible Common Stock) payable in Common
Stock, Convertible Securities or Stock Purchase Rights, such Common Stock,
Convertible Securities or Stock Purchase Rights, as the case may be, issuable in
payment of such dividend or distribution shall be deemed to have been issued or
sold without consideration.
(5) Stock Purchase Rights and Convertible Securities. The
consideration for which shares of Common Stock shall be deemed to be issued upon
the issuance of any Stock Purchase Rights or Convertible Securities shall be
determined by dividing (i) the total consideration, if any, received or
receivable by the Company as consideration for the granting of such Stock
Purchase Rights or the issuance of such Convertible Securities, plus the minimum
aggregate amount of additional consideration payable to the Company upon the
exercise of such Stock Purchase Rights, or, in the case of such Convertible
Securities, the minimum aggregate amount of additional consideration, if any,
payable upon the conversion or exchange thereof, in each case after deducting
any underwriting commissions or similar concessions paid or allowed by the
Company; by (ii) the maximum number of shares of Common Stock issuable upon the
exercise of such Stock Purchase Rights or upon the conversion or exchange of all
such Convertible Securities.
(6) Merger, Consolidation or Sale of Assets. In case any
shares of Common Stock or Convertible Securities or any Stock Purchase Rights
shall be issued in connection with any merger or consolidation in which the
Company is the surviving corporation, the amount of consideration therefor shall
be deemed to be the Fair Value of such portion of the assets and business of the
non-surviving corporation as shall be attributable to such Common Stock,
Convertible Securities or Stock Purchase Rights, as the case may be. In the
event of any merger or consolidation of the Company in which the Company is not
the surviving corporation or in the event of any sale of all or substantially
all of the assets of the Company for stock or other
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securities of any corporation, the Company shall be deemed to have issued a
number of shares of its Common Stock for stock or securities of the other
corporation computed on the basis of the actual exchange ratio on which the
transaction was predicated and for a consideration equal to the Fair Value on
the date of such transaction of such stock or securities of the other
corporation, and if any such calculation results in adjustment of the Exercise
Price, the determination of the number of shares of Convertible Common Stock
issuable upon exercise of this Warrant immediately prior to such merger,
consolidation or sale, for the purposes of Subsection (g) above, shall be made
after giving effect to such adjustment of the Exercise Price.
(k) Record Date. In case the Company shall take a record of
the holders of the Common Stock or Convertible Common Stock for the purpose of
entitling them (i) to receive a dividend or other distribution payable in Common
Stock, Convertible Securities or Stock Purchase Rights (other than the regular
8% dividend payable on the Convertible Common Stock) or (ii) to subscribe for or
purchase Common Stock, Convertible Securities or Stock Purchase Rights, then all
references in this ARTICLE IV to the date of the issue or sale of the shares of
Common Stock, Convertible Securities or Stock Purchase Rights deemed to have
been issued or sold upon the declaration of such dividend or the making of such
other distribution or the date of the granting of such right of subscription or
purchase, as the case may be, shall be deemed to be references to such record
date.
(l) Shares Outstanding. The number of shares of capital stock
deemed to be outstanding at any given time shall not include (i) shares of
capital stock in the treasury of the Company or any wholly-owned subsidiary and
(ii) except where shares are described on a "fully diluted basis," any of the
Convertible Common Stock for which this Warrant is exercisable.
(m) Maximum Exercise Price. At no time shall the Exercise
Price per share of Convertible Common Stock exceed the amount set forth in the
first paragraph of the Preamble of this Warrant except as provided in Subsection
(a) or (g) of this Section 4.1.
(n) Application. Except as otherwise provided herein, all
Subsections of this Section 4.1 are intended to operate independently of one
another, but without duplication. If an event occurs that requires the
application of more than one Subsection, all applicable Subsections shall be
given independent effect; provided, however, that no adjustment shall be made
which duplicates an adjustment already made pursuant to some other section of
this Article IV.
(o) No Adjustments under Certain Circumstances. Anything
herein to the contrary notwithstanding, the Company shall not be required to
make any adjustment of the Exercise Price in the case of:
(i) the issuance of shares of Convertible Common
Stock upon the exercise in whole or in part of this Warrant;
(ii) the issuance of shares of Convertible Common
Stock pursuant to the Stock Purchase Agreement; or
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(iii) the issuance of options or shares of Common
Stock to employees or directors pursuant to an employment agreement, a stock
option agreement or a plan approved by the Board of Directors of the Company.
4.2 Rights Offering. In the event the Company shall effect an
offering of securities pro rata among its stockholders ("Rights Offering"), the
holder hereof shall be entitled, at its option, to elect to participate in each
and every such offering as if this Warrant had been exercised and the holder
were, at the time of any such rights offering, then a holder of that number of
shares of Convertible Common Stock to which such holder is then entitled on the
exercise hereof.
4.3 Certificates and Notices.
(a) Adjustments to Exercise Price. Upon any adjustment under
this ARTICLE IV of the Exercise Price, a certificate, signed (i) by the
President or a Vice President and by the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary of the Company, or (ii) by any
independent firm of certified public accountants of recognized national standing
selected by, and at the expense of, the Company and which can be the Company's
outside auditing firm, setting forth in reasonable detail the events requiring
the adjustment and the method by which such adjustment was calculated, shall be
mailed to the holder of this Warrant specifying the adjusted Exercise Price.
(b) Extraordinary Corporate Events. In case the Company after
the date hereof shall propose to (i) pay any dividend payable in stock to the
holders of shares of Common Stock or Convertible Common Stock or to make any
other distribution to the holders of shares of Common Stock or Convertible
Common Stock, other than the 8% stock dividend required under the Articles of
Incorporation, (ii) make a Rights Offering, or (iii) effect any reclassification
of the Common Stock or Convertible Common Stock (other than a reclassification
involving merely the subdivision or combination of outstanding shares of Common
Stock or Convertible Common Stock), or any capital reorganization or any
consolidation or merger (other than a merger in which no distribution of
securities or other property is to be made to holders of shares of Common Stock
or Convertible Common Stock) ("Reorganization") or any sale, transfer or other
disposition of its property, assets and business as an entirety or substantially
as an entirety ("Sale"), or the liquidation, dissolution or winding up
("Liquidation") of the Company, then, in each such case, the Company shall mail
to the holder of this Warrant notice of such proposed action, which shall
specify (x) the date on which the stock transfer books of the Company shall
close, or a record shall be taken, for determining the holders of Common Stock
or Convertible Common Stock entitled to receive such stock dividends or other
distribution or such rights or options, or (y) the date on which such
reclassification, Reorganization, Sale, or Liquidation shall take place or
commence, as the case may be, and (z) the date as of which it is expected that
holders of Common Stock or Convertible Common Stock of record shall be entitled
to receive securities or other property deliverable upon such action, if any
such date is to be fixed. Such notice shall be mailed, in the case of any action
covered by clause (i) or (ii) above, at least 10 days prior to the record date
for determining holders of Common Stock or Convertible Common Stock for purposes
of receiving such payment or offer, or in the case of any action covered by
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clause (iii) above, at least 30 days prior to the date upon which such action
takes place and 20 days prior to any record date to determine holders of Common
Stock or Convertible Common Stock entitled to receive such securities or other
property.
(c) Effect of Failure. Failure to file any certificate or
notice or to mail any notice, or any defect in any certificate or notice
pursuant to this Section 4.3 shall not affect the legality or validity of the
adjustment of the Exercise Price or the number of shares purchasable upon
exercise of this Warrant, or any transaction giving rise thereto.
ARTICLE V
RESTRICTIONS ON TRANSFER
5.1 Permitted Transfers. This Warrant shall be transferable
(a) to an Affiliate of the holder hereof, (b) to a successor to the holder
hereof as a result of a business combination or sale of all or substantially all
of the assets of, the holder hereof, (c) to any other person on 15 days prior
written notice to the Company, unless the Company during the 15 day notice
period withholds in writing its consent to such transfer, such consent shall not
be unreasonably withheld; and provided, further, that any transfer must comply
with applicable Federal and state blue sky laws, in the reasonable opinion of
counsel to the holder. For purposes of this warrant, "Permitted Transfers" shall
be transfers allowable under (a), (b) and (c) above. The transferee of a
Permitted Transfer shall be herein referred to as a "Permitted Transferee".
5.2 Securities Act Compliance; Legend. The condition contained
in the following section of this ARTICLE V is intended to ensure compliance with
the Securities Act in respect of the transfer of this Warrant.
Each Warrant shall bear a legend in substantially the
following form:
"This Warrant and any shares of Convertible Common Stock
issuable upon the exercise of this Warrant have not been registered under the
Securities Act of 1933, as amended, and neither this Warrant nor any such shares
may be transferred in the absence of such registration or the opinion of counsel
that an exemption therefrom is available under such Act."
5.3 Termination of Legend. The legend referred to in Section
5.2 above shall no longer be required when the Company receives an opinion of
counsel that such legend is no longer required in order to ensure compliance
with the Securities Act. In which event, the Company shall, or shall instruct
its transfer agent and registrar to, issue new certificates in the name of the
holder, removing the legend which is no longer required.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES
The Company hereby represents and warrants to the Initial
Holder and each subsequent holder of this Warrant that as of the date hereof:
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6.1 Organization and Capitalization of the Company. The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Arizona. The authorized capital of the Company
consists of 1,500,000 authorized shares of Preferred Stock, 20,000,00 shares of
Common Stock and, upon the filing of the Company's Restated Articles of
Incorporation, 30,000,000 authorized shares of Convertible Common Stock, each
class having a par value of $.50 per share. As of the date hereof, there are
11,168 shares of Preferred Stock and 7,954,601 shares of Common Stock
outstanding and as of the Effective Date hereof, 3,500,000 shares of Convertible
Common Stock will be outstanding. No unissued shares of Common Stock or
Convertible Common Stock are reserved for any purpose other than for issuance
upon the exercise of this Warrant, issuance pursuant to the terms of the Stock
Purchase Agreement, issuance of the Common Stock upon conversion of the
Convertible Common Stock to be issued under the Stock Purchase Agreement and
this Warrant and on dividends to be issued on the Convertible Common Stock.
Except for previously approved non-qualified stock options described in the
Stock Purchase Agreement, the Company has not issued or agreed to issue any
stock purchase rights, other than pursuant to this Warrant, or Convertible
Securities, and there are no preemptive rights in effect with respect to the
issuance of any shares of Convertible Common Stock. All the outstanding shares
of the Company's capital stock have been validly issued without violation of any
preemptive or similar rights and are fully paid and nonassessable.
6.2 Authority. The Company has full corporate power and
authority to execute and deliver this Warrant and to perform all of its
obligations hereunder, and the execution, delivery and performance hereof have
been duly authorized by all necessary corporate action on its part. This Warrant
has been duly executed on behalf of the Company and constitutes the legal, valid
and binding obligation of the Company enforceable in accordance with its terms.
6.3 No Legal Bar. Neither the execution, delivery or
performance of this Warrant will (a) conflict with or result in a violation of
the articles of incorporation or Bylaws of the Company, (b) conflict with or
result in a violation of any law, statute, regulation, order or decree
applicable to the Company or any Affiliate, (c) require any consent or
authorization or filing with, or other act by or in respect of, any governmental
authority, or (d) result in a breach of, constitute a default under or
constitute an event creating rights of acceleration, termination or cancellation
under any mortgage, lease, contract, franchise, instrument or other agreement to
which the Company is a party or by which it is bound, other than applicable
restrictions contained in any of such documents relating to indebtedness of the
Company.
ARTICLE VII
FINANCIAL AND BUSINESS INFORMATION
7.1 Information. The Company shall deliver to the holder
hereof copies of all documents filed by it with the Commission concurrently with
delivery of such documents to the holders of its publicly traded securities.
ARTICLE VIII
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VARIOUS COVENANTS OF THE COMPANY
8.1 No Impairment or Amendment. The Company shall not by any
action including, without limitation, amending its Articles of Incorporation,
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 to protect
the rights of the holder hereof against impairment. Without limiting the
generality of the foregoing, the Company will (a) not increase the par value of
any shares of Convertible Common Stock issuable upon the exercise of this
Warrant above the amount payable therefor upon such exercise, (b) take all such
action as may be necessary or appropriate in order that the Company may validly
issue fully paid and nonassessable shares of Convertible Common Stock upon the
exercise of this Warrant, (c) obtain all such authorizations, exemptions or
consents from any public regulatory body having jurisdiction thereof as may be
necessary to enable the Company to perform its obligations under this Warrant,
and (d) not undertake any reverse stock split, combination, reorganization or
other reclassification of the capital stock which would have the effect of
reducing the Exercise Price below the par value of the Convertible Common Stock.
Upon the request of the holder hereof the Company will at any
time during the period this Warrant is outstanding acknowledge in writing, in
form satisfactory to such holder, the continued validity of this Warrant and the
Company's obligations hereunder.
8.2 Reservation of Common Stock. The Company will at all times
reserve and keep available, solely for issuance, sale and delivery upon the
exercise of this Warrant a number of shares of Convertible Common Stock equal to
the number of shares of Convertible Common Stock issuable upon the exercise of
this Warrant. All such shares of Convertible Common Stock shall be duly
authorized and, when issued upon exercise of this Warrant, shall be validly
issued and fully paid and non-assessable with no liability on the part of the
holders thereof.
8.3 Availability of Information. The Company will cooperate
with the holder hereof in supplying such information as may be reasonably
necessary for such holder to complete and file any information reporting forms
presently or hereafter required by the Commission as a condition to the
availability of an exemption from the Securities Act for the sale of this
Warrant.
8.4 Indemnification. If the Company fails to make when due any
payments provided for in this Warrant, the Company shall pay to the holder
hereof (a) interest at the rate of [10-12%] per annum on any amounts due and
owing to such holder and (b) such further amounts as shall be sufficient to
cover any reasonable costs and expenses including, but not limited to,
reasonable attorneys' fees and expenses incurred by such holder in collecting
any amounts due hereunder.
The Company shall indemnify, save and hold harmless the holder
hereof from and against any and all liability, loss, cost, damage, reasonable
attorneys' and accountants' fees and
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expenses, court costs and all other out-of-pocket expenses (excluding
consequential damages) incurred in connection with or arising from an Event of
Default.
8.5 Certain Expenses. The Company shall pay all expenses in
connection with, and all taxes and other governmental charges that may be
imposed in respect of, the issue, sale and delivery of the Warrant, provided
however that the Company shall not be required to pay any income or similar
taxes assessed on the holder hereof or a Permitted Transferee by virtue of this
Section 8.5.
ARTICLE IX
MISCELLANEOUS
9.1 Nonwaiver. No course of dealing or any delay or failure to
exercise any right, power or remedy hereunder on the part of the holder hereof
shall operate as a waiver of or otherwise prejudice such holder's rights, powers
or remedies.
9.2 Holder Not a Stockholder. Prior to the exercise of this
Warrant as hereinbefore provided, the holder hereof shall not be entitled to any
of the rights of a stockholder of the Company, unless the holder is already a
stockholder of the Company.
9.3 Notices. Any notice, demand or delivery to be made
pursuant to the provisions of this Warrant shall be sufficiently given or made
if sent by first class mail, postage prepaid, addressed to (a) the holder of
this Warrant at its last known address appearing on the books of the Company
maintained for such purpose or (b) the Company at its principal office at 000
Xxxxx Xxx., Xxxxx 0000, Xxx Xxxx, XX 00000, Attention: President. The holder of
this Warrant and the Company may each designate a different address by notice to
the other pursuant to this Section 9.3.
9.4 Remedies. The Company stipulates that the remedies at law
of the holder of this Warrant in the event of any default or threatened default
by the Company in the performance of or compliance with any of the terms of this
Warrant are not and will not be adequate and that, to the fullest extent
permitted by law, such terms may be specifically enforced by a decree for the
specific performance of any agreement contained herein or by an injunction
against a violation of any of the terms hereof or otherwise.
9.5 Successors and Assigns. This Warrant and the rights
evidenced hereby shall inure to the benefit of and be binding upon the
successors and assigns of the Company, and the holder hereof to the extent
provided herein for a Permitted Transfer, and shall be enforceable by any such
holder.
9.6 Modification and Severability. If, in any action before
any court or agency legally empowered to enforce any provision contained herein,
any provision hereof is found to be unenforceable, then such provision shall be
deemed modified to the extent necessary to make it enforceable by such court or
agency. If any such provision is not durable as set forth in the
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preceding sentence, the unenforceability of such provision shall not affect the
other provisions of this Agreement, but this Agreement shall be construed as if
such unenforceable provision had never been contained herein.
9.7 Integration. This Warrant replaces all prior agreements,
supersedes all prior negotiations and constitutes the entire agreement of the
parties with respect to the transactions contemplated herein.
9.8 Amendment. This Warrant may not be modified or amended
except by written agreement of the Company and the holder hereof.
9.9 Headings. The headings of the Articles and Sections of
this Warrant are for the convenience of reference only and shall not, for any
purpose, be deemed a part of this Warrant.
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9.10 Governing Law. This Warrant shall be governed by the laws
of the Commonwealth of Pennsylvania without regard for principles of conflicts
of laws. The Company hereby irrevocably submits to the exclusive jurisdiction
and venue of the Courts of the Commonwealth of Pennsylvania and the County of
Philadelphia and/or the United States District Court for the Eastern District of
Pennsylvania, and appellate courts from any thereof, in connection with any
action, suit or other proceeding arising out of or relating to this Warrant and,
with respect to any such action, suit or other proceeding, waives any objection
which the Company may have at any time to the laying of venue of any such
action, suit or proceeding and any objection which the Company may have that any
such action, suit or proceeding brought in any such court has been brought in an
inconvenient forum, and the Company further waives personal service of any
summons, complaint or other process and agrees that service thereof may be made
by certified or registered mail directed to the Company at its address set forth
herein, or by such other means as may be appropriate pursuant to applicable law.
9.11 Effective Date. This Warrant shall become effective upon
the date of the Tranche A Closing, as defined in the Stock Purchase Agreement.
In the event that the Stock Purchase Agreement is terminated prior to the
Tranche A Closing, this Warrant shall become null and void.
Dated as of November 19, 1999
CHIEF CONSOLIDATED MINING COMPANY
By: /s/ Xxxxxxx Xxxxx
-----------------------------
Name: Xxxxxxx Xxxxx
Title: President
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NOTICE OF EXERCISE FORM
(To be executed only upon partial or full
exercise of the within Warrant)
The undersigned registered holder of the within Warrant irrevocably exercises
the within Warrant for and purchases ____ shares of Convertible Common Stock of
CHIEF CONSOLIDATED MINING COMPANY and herewith makes payment therefor in the
amount of $___, all at the price and on the terms and conditions specified in
the within Warrant, and requests that a certificate (or _____ certificates in
denominations of ____ shares) for the shares of Convertible Common Stock of
CHIEF CONSOLIDATED MINING COMPANY hereby purchased be issued in the name of and
delivered to (choose one) (a) the undersigned or (b) __________, whose address
is ______________________________.
Dated: _______________, ____ _______________________________________
Name of Registered Holder
By:____________________________________
Title if applicable:___________________
NOTICE: The signature to this Notice of Exercise must correspond with the name
as written upon the face of the within Warrant in every particular, without
alteration or enlargement or any change whatever.
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ASSIGNMENT FORM
(To be executed only upon the assignment
of the within Warrant)
FOR VALUE RECEIVED, the undersigned registered holder of the within Warrant
hereby sells, assigns and transfers unto _____________________, whose address is
________________________________ all of the rights of the undersigned under the
within Warrant, with respect to [_____ shares or ___%] of Convertible Common
Stock of CHIEF CONSOLIDATED MINING COMPANY (the "Company") and, if such shares
of Convertible Common Stock shall not include all the shares of Convertible
Common Stock issuable as provided in the within Warrant, that a new Warrant of
like tenor for the number of shares of Convertible Common Stock of the Company
not being transferred hereunder be issued in the name of and delivered to the
undersigned, and does hereby irrevocably constitute and appoint
__________________ Attorney to register such transfer on the books of the
Company maintained for the purpose, with full power of substitution in the
premises.
Dated: _______________, ____ _______________________________________
Name of Registered Holder
By:____________________________________
Title if applicable:___________________
NOTICE: The signature to this Assignment must correspond with the name as
written upon the face of the within Warrant in every particular, without
alteration or enlargement or any change whatever.
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