Contract
THIS
WARRANT AND THE COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT
TO THE SECURITIES UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR
PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED.
Date
of Issuance
|
Void
after
|
|
June
26, 2007
|
June
26, 2010
|
TRULITE,
INC.
WARRANT
TO PURCHASE SHARES OF COMMON STOCK
This
Warrant is issued to _________________ (the “Holder”)
by
Trulite, Inc., a Delaware corporation (the “Company”).
1. Purchase
of Shares.
(a) Number
of Shares.
Subject
to the terms and conditions set forth herein, the Holder is entitled, upon
surrender of this Warrant at the principal office of the Company (or at such
other place as the Company shall notify the Holder in writing), to purchase
from
the Company up to Three Hundred Thirty Three Thousand Three Hundred Thirty
Three
(333,333) fully paid and nonassessable shares of the Company’s common stock, par
value $0.0001 per share (the “Common
Stock”).
(b) Exercise
Price.
The
exercise price for the shares of Common Stock issuable pursuant to this Section
1 (the “Shares”)
shall
be One Dollar ($1.00) per share (the “Exercise
Price”).
The
Shares and the Exercise Price shall be subject to adjustment pursuant to
Section 7 hereof.
2. Exercise
Period.
This
Warrant shall be exercisable, in whole or in part, during the term commencing
on
the date hereof and ending at 5:00 p.m. CDT on June 26, 2010 (the “Exercise
Period”);
provided, however, that this Warrant shall no longer be exercisable and become
null and void upon the consummation of any “Termination
Event”
defined
as (a) the closing of the sale, transfer or other disposition of all or
substantially all of the Company’s assets, (b) the consummation of the
merger or consolidation of the Company with or into another entity (except
a
merger or consolidation in which the holders of Company’ Common Stock
immediately prior to such merger or consolidation continue to hold at least
50%
of the equity interest of the Company or the surviving or acquiring entity),
(c) the closing of the transfer (whether by merger, consolidation or
otherwise), in one transaction or a series of related transactions, to a person
or group of affiliated persons (other than an underwriter of the Company’s
securities), of the Company’s securities if, after such closing, such person or
group of affiliated persons would hold more than 50% of the outstanding Common
Stock of the Company, or (e) a liquidation, dissolution or winding up of the
Company; provided, however, that a transaction shall not constitute a
Termination Event if its sole purpose is to change the state of the Company’s
organization or to create a holding company that will be owned in substantially
the same proportions by the persons who held the Company’s securities
immediately prior to such transaction.
1
3. Method
of Exercise.
(a) While
this Warrant remains outstanding and exercisable in accordance with
Section 2 above, the Holder may exercise, in whole or in part, the purchase
rights evidenced hereby. Such exercise shall be effected by:
(i) the
surrender of the Warrant, together with a duly executed copy of the Notice
of
Exercise attached hereto, to the Secretary of the Company at its principal
office (or at such other place as the Company shall notify the Holder in
writing); and
(ii) the
payment of the Exercise Price, which shall be payable in cash, or by certified
or official bank check, or, if the fair market value of one share of Common
Stock is greater than the Exercise Price (at the date of the calculation set
forth below), in lieu of exercising this Warrant for cash, the Holder may elect
to receive a number of Shares computed using the following formula:
Where
X
=
Y(A-B)/A
X
= the
number of Shares to be issued to the Holder
Y
= the
number of Shares issuable on exercise of the Warrant, or if only a portion
of
the Warrant is being exercised, the portion of the Warrant being exercised
(at
the date of such calculation)
A
= the
fair market value of one Share (at the date of such calculation)
B
= the
Exercise Price (as adjusted to the date of calculation)
If
the
Shares are publicly traded at the time of the foregoing calculation (whether
quoted on the over-the-counter bulletin board, or traded in an over-the-counter
market or on an exchange) the fair market value per Share shall be the average
closing price for the Common Stock for the ten (10) trading days immediately
preceding the date of the calculation. Otherwise, the Board of Directors of
the
Company shall determine the fair market value of a Share in its reasonable
judgment.
(b) Each
exercise of this Warrant shall be deemed to have been effected immediately
prior
to the close of business on the day on which this Warrant is surrendered to
the
Company as provided in Section 3(a) above. At such time, the person or persons
in whose name or names any certificate for the Shares shall be issuable upon
such exercise as provided in Section 3(c) below shall be deemed to have become
the holder or holders of record of the Shares represented by such
certificate.
2
(c) As
soon
as practicable after the exercise of this Warrant in whole or in part the
Company at its expense will cause to be issued in the name of, and delivered
to,
the Holder, or as such Holder (upon payment by such Holder of any applicable
transfer taxes) may direct:
(i) a
certificate or certificates for the number of Shares to which such Holder shall
be entitled, and
(ii) in
case
such exercise is in part only, a new warrant or warrants (dated the date hereof)
of like tenor, calling in the aggregate on the face or faces thereof for the
number of Shares equal to the number of such Shares described in this Warrant
minus the number of such Shares purchased by the Holder upon all exercises
made
in accordance with Section 3(a) above.
4. Representations
and Warranties of the Company.
In
connection with the transactions provided for herein, the Company hereby
represents and warrants to the Holder that:
(a) Organization,
Good Standing, and Qualification.
The
Company is a corporation duly organized, validly existing, and in good standing
under the laws of the State of
Delaware and has all requisite corporate power and authority to carry on its
business as now conducted. The Company is duly qualified to transact business
and is in good standing in each jurisdiction in which the failure to so qualify
would have a material adverse effect on its business or properties.
(b) Authorization.
Except
as may be limited by applicable bankruptcy, insolvency, reorganization or
similar laws relating to or affecting the enforcement of creditors’ rights, all
corporate action has been taken on the part of the Company, its officers,
directors, and stockholders necessary for the authorization, execution and
delivery of this Warrant. The Company has taken all corporate action required
to
make all the obligations of the Company reflected in the provisions of this
Warrant the valid and enforceable obligations they purport to be. The issuance
of this Warrant will not be subject to preemptive rights of any stockholders
of
the Company. The Company has authorized sufficient shares of Common Stock to
allow for the exercise of this Warrant.
(c) Valid
Issuance of Common Stock.
The
Shares, when issued, sold, and delivered in accordance with the terms of the
Warrants for the consideration expressed therein, will be duly and validly
issued, fully paid and nonassessable and, based in part upon the representations
and warranties of the Holders in this Warrant, will be issued in compliance
with
all applicable federal and state securities laws.
5. Representations
and Warranties of the Holder.
In
connection with the transactions provided for herein, the Holder hereby
represents and warrants to the Company that:
(a) Authorization.
Holder
represents that it has full power and authority to enter into this Warrant. This
Warrant constitutes the Holder’s valid and legally binding obligation,
enforceable in accordance with its terms, except as may be limited by (i)
applicable bankruptcy, insolvency, reorganization, or similar laws relating
to
or affecting the enforcement of creditors’ rights and (ii) laws relating to the
availability of specific performance, injunctive relief or other equitable
remedies.
3
(b) Purchase
Entirely for Own Account.
The
Holder acknowledges that this Warrant is entered into by the Holder in reliance
upon such Holder’s representation to the Company that the Warrant and the Shares
(collectively, the “Securities”)
will
be acquired for investment for the Holder’s own account, not as a nominee or
agent, and not with a view to the resale or distribution of any part thereof,
and that the Holder has no present intention of selling, granting any
participation in or otherwise distributing the same. By acknowledging this
Warrant, the Holder further represents that the Holder does not have any
contract, undertaking, agreement, or arrangement with any person to sell,
transfer or grant participations to such person or to any third person, with
respect to the Securities.
(c) Disclosure
of Information.
The
Holder acknowledges that it has received all the information it considers
necessary or appropriate for deciding whether to acquire the Securities. The
Holder further represents that it has had an opportunity to ask questions and
receive answers from the Company regarding the terms and conditions of the
offering of the Securities.
(d) Investment
Experience.
The
Holder is an investor in securities of companies in the development stage and
acknowledges that it is able to fend for itself, can bear the economic risk
of
its investment, and has such knowledge and experience in financial or business
matters that it is capable of evaluating the merits and risks of the investment
in the Securities and recognizes that it may realize a loss of its entire
investment in the Securities. If other than an individual, the Holder also
represents it has not been organized solely for the purpose of acquiring the
Securities.
(e) Accredited
Investor.
The
Holder is an “accredited investor” within the meaning of Rule 501 of Regulation
D, as presently in effect, as promulgated by the Securities and Exchange
Commission (the “SEC”)
under
the Act.
(f) Restricted
Securities.
The
Holder understands that the Securities are characterized as “restricted
securities” under the federal securities laws inasmuch as they are being
acquired from the Company in a transaction not involving a public offering
and
that under such laws and applicable regulations such securities may be resold
without registration under the Act, only in certain limited circumstances.
In
this connection, each Lender represents that it is familiar with Rule 144,
as
presently in effect, as promulgated by the SEC under the Act (“Rule
144”),
and
understands the resale limitations imposed thereby and by the Act.
(g) Further
Limitations on Disposition.
Without
in any way limiting the representations set forth above, the Holder further
agrees not to make any disposition of all or any portion of the Shares unless
and until the transferee has agreed in writing for the benefit of the Company
to
be bound by the terms of this Warrant, including, without limitation, this
Section 5 and:
4
(i) there
is
then in effect a registration statement under the Act covering such proposed
disposition and such disposition is made in accordance with such registration
statement; or
(ii) the
Holder shall have notified the Company of the proposed disposition and shall
have furnished the Company with a detailed statement of the circumstances
surrounding the proposed disposition, and if reasonably requested by the
Company, the Holder shall have furnished the Company with an opinion of counsel,
reasonably satisfactory to the Company, that such disposition will not require
registration of such shares under the Act. It is agreed that the Company will
not require opinions of counsel for transactions made pursuant to Rule 144
except in extraordinary circumstances; or
(iii) if
other
than an individual, the Holder shall not make any disposition to any of the
Company’s competitors as such is reasonably in
good
faith determined by the Company.
(h) Legends.
It is
understood that the Securities may bear the following legend:
“THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT
OR
UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.”
6. Covenants
of the Company.
(a) Notices
of Record Date.
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 which is the same as cash
dividends paid in previous quarters and stock dividends) or other distribution,
the Company shall mail to the Holder, at least ten (10) days
prior to such record date, a notice specifying the date on which any such record
is to be taken for the purpose of such dividend or distribution.
(b) Covenants
as to Exercise Shares.
The
Company covenants and agrees that all Shares that may be issued upon the
exercise of the rights represented by this Warrant will, upon issuance in
accordance with the terms hereof, be validly issued and outstanding, fully
paid
and nonassessable, and free from all taxes, liens and charges with respect
to
the issuance thereof. The Company further covenants and agrees that the Company
will at all times during the Exercise Period, have authorized and reserved,
free
from preemptive rights, a sufficient number of shares of Common Stock to provide
for the exercise of the rights represented by this Warrant. If at any time
during the Exercise Period the number of authorized but unissued shares of
Common Stock shall not be sufficient to permit exercise of this Warrant, the
Company will take such corporate action as may, in the opinion of its counsel,
be necessary to increase its authorized but unissued shares of Common Stock
to
such number of shares as shall be sufficient for such purposes.
5
7. Adjustment
of Exercise Price and Number of Shares.
The
number and kind of Shares purchasable upon exercise of this Warrant and the
Exercise Price shall be subject to adjustment from time to time as
follows:
(a) Subdivisions,
Combinations and Other Issuances.
If the
Company shall at any time after the issuance but prior to the expiration of
this
Warrant subdivide its Common Stock, by split-up or otherwise, or combine its
Common Stock, or issue additional shares of its Common Stock as a dividend
with
respect to any shares of its Common Stock, the number of Shares issuable on
the
exercise of this Warrant shall forthwith be proportionately increased in the
case of a subdivision or stock dividend, or proportionately decreased in the
case of a combination. Appropriate adjustments shall also be made to the
Exercise Price payable per share, but the aggregate Exercise Price payable
for
the total number of Shares purchasable under this Warrant (as adjusted) shall
remain the same. Any adjustment under this Section 7(a) shall become
effective at the close of business on the date the subdivision or combination
becomes effective, or as of the record date of such dividend, or in the event
that no record date is fixed, upon the making of such dividend.
(b) Reclassification,
Reorganization and Consolidation.
In case
of any reclassification, capital reorganization or change in the capital stock
of the Company (other than as a result of a subdivision, combination or stock
dividend provided for in Section 7(a) above), then, as a condition of such
reclassification, reorganization or change, lawful provision shall be made,
and
duly executed documents evidencing the same from the Company or its successor
shall be delivered to the Holder, so that the Holder shall have the right at
any
time prior to the expiration of this Warrant to purchase, at a total price
equal
to that payable upon the exercise of this Warrant, the kind and amount of shares
of stock and other securities or property receivable in connection with such
reclassification, reorganization or change by a holder of the same number and
type of securities as were purchasable as Shares by the Holder immediately
prior
to such reclassification, reorganization or change. In any such case appropriate
provisions shall be made with respect to the rights and interest of the Holder
so that the provisions hereof shall thereafter be applicable with respect to
any
shares of stock or other securities or property deliverable upon exercise
hereof, and appropriate adjustments shall be made to the Exercise Price per
Share payable hereunder, provided the aggregate Exercise Price shall remain
the
same.
(c) Upon
Issuance of Additional Shares of Common Stock.
(i) In
the
event the Company shall after the date of this Warrant issue Additional Shares
of Common Stock (hereafter defined), without consideration or for a
consideration per share less than the Exercise Price in effect immediately
prior
to such issuance, then, and in each such case, the Exercise Price shall be
reduced, concurrently with such issuance, to the consideration per share
received by the Company in the issuance triggering the adjustment set forth
in
this Section 7(c).
6
(ii) For
purposes of this Section 7(c),
the
following definitions shall apply:
(1) “Option”
shall mean rights, options or warrants to subscribe for, purchase or otherwise
acquire Common Stock or Convertible Securities (as defined).
(2) “Convertible
Securities” shall mean any evidences of indebtedness, shares or other securities
directly or indirectly convertible into or exchangeable for Common
Stock.
(3) “Additional
Shares of Common Stock” shall mean all shares of Common Stock issued (or,
pursuant to subparagraph (iii) below, deemed to be issued) by the Company after
the date of this Warrant, other than shares of Common Stock issued or issuable
(or pursuant to subparagraph (iii) below, deemed to be issued):
(A) upon
the
exercise or conversion of Options or Convertible Securities issued and
outstanding as of the date of this Warrant;
(B) to
directors of, employees of, and consultants of the Company pursuant to
restricted stock purchase agreements, stock option plans, or similar
arrangements if approved by the Board of Directors of the Company in its
reasonable discretion;
(iii) If
the
Company at any time or from time to time after the date of this Warrant shall
issue any Options or Convertible Securities, then the maximum number of shares
of Common Stock (as set forth in the instrument relating thereto without regard
to any provision contained therein for a subsequent adjustment of such number)
issuable upon the exercise of such Options or, in the case of Convertible
Securities and Options therefor, the conversion or exchange of such Convertible
Securities, shall be deemed to be Additional Shares of Common Stock issued
as of
the time of such issuance, provided
that
in any
such case in which shares are deemed to be issued:
(1) No
further adjustment in the Conversion Price shall be made upon the subsequent
issuance of Convertible Securities or shares of Common Stock upon the exercise
of such Options or conversion or exchange of such Convertible
Securities;
(2) If
such
Options or Convertible Securities by their terms provide, with the passage
of
time or otherwise, for any change in the consideration payable to the Company,
or decrease in the number of shares of Common Stock issuable, upon the exercise,
conversion or exchange thereof, the Exercise Price and any subsequent
adjustments thereon shall be recomputed to reflect such change(s) as if such
change(s) had been in effect as of the original issue thereof (or the occurrence
of the record date with respect thereto); and
(3) No
readjustment pursuant to clause (2) above shall have the effect of increasing
the Conversion Price to an amount which exceeds the Conversion Price that would
have resulted from any other issuances of Additional Shares of Common Stock
and
any other adjustments provided for herein between the original adjustment date
and such readjustment date.
7
(iv) For
purposes of this Section 7(c),
the
consideration received by the Company for the issuance of any Additional Shares
of Common Stock shall be computed as follows:
(1) Such
consideration shall:
(A) insofar
as it consists of cash, be computed at the aggregate of cash received by the
Company in connection with such issuance;
(B) insofar
as it consists of property other than cash, be computed at the fair market
value
thereof at the time of such issuance, as is reasonably determined by the Board
of Directors of the Company; and
(C) in
the
event Additional Shares of Common Stock are issued together with other shares
of
securities or other assets of the Company for consideration which covers both,
be the proportion of such consideration so received, computed as provided in
clauses (1) and (2) above, as is reasonably determined by the Board of Directors
of the Company.
(2) The
consideration per share received by the Company for Additional Shares of Common
Stock deemed to have been issued pursuant to subparagraph (iii) above, relating
to Options and Convertible Securities, shall be determined by
dividing:
(A) the
total
amount, if any, received or receivable by the Company as consideration for
the
issuance of such Options or Convertible Securities, plus the minimum aggregate
amount of additional consideration (as set forth in the instruments relating
thereto, without regard to any provision contained therein for a subsequent
adjustment of such consideration) payable to the Company upon the exercise
of
such Options or the conversion or exchange of such Convertible Securities,
or in
the case of Options for Convertible Securities, the exercise of such Options
for
Convertible Securities and the conversion or exchange of such Convertible
Securities, by
(B) the
maximum number of shares of Common Stock (as set forth in the instruments
relating thereto, without regard to any provision contained therein for a
subsequent adjustment of such number) issuable upon the exercise of such Options
or the conversion or exchange of such Convertible Securities.
(d) Notice
of Adjustment.
When
any adjustment is required to be made in the number or kind of shares
purchasable upon exercise of the Warrant, or in the Exercise Price, the Company
shall promptly notify the Holder of such event and of the number of Shares
or
other securities or property thereafter purchasable upon exercise of this
Warrant.
8. Choice
of Law, Venue and Forum.
This
Agreement, the entire relationship of the parties hereto, and any litigation
between the parties (whether grounded in contract, tort, statute, law or equity)
shall be governed by, construed in accordance with, and interpreted pursuant
to
the laws of the State of Texas, without giving effect to its choice of laws
principles. Exclusive venue for any litigation between the parties hereto shall
be in Xxxxxx County, Texas, and shall be brought in the State District Courts
of
Xxxxxx County, Texas, or in the United States District Court for the Southern
District of Texas, Houston Division. The parties hereto waive any challenge
to
personal jurisdiction or venue (including without limitation a challenge based
on inconvenience) in Xxxxxx County, Texas, and specifically consent to the
jurisdiction of the State District Courts of Xxxxxx County and the United States
District Court for the Southern District of Texas, Houston
Division.
8
9. Successors
and Assigns.
The
terms and provisions of this Warrant and the Purchase Agreement shall inure
to
the benefit of, and be binding upon, the Company and the holders hereof and
their respective successors and assigns.
10. Titles
and Subtitles.
The
titles and subtitles used in this Warrant are used for convenience only and
are
not to be considered in construing or interpreting this Warrant.
11. Notices.
All
notices and other communications given or made pursuant hereto shall be in
writing and shall be deemed effectively given: (a) upon personal delivery to
the
party to be notified, (b) when sent by confirmed electronic mail or facsimile
if
sent during normal business hours of the recipient, and if not so confirmed,
then on the next business day, (c) five (5) days after having been sent by
registered or certified mail, return receipt requested, postage prepaid, or
(d)
one (1) day after deposit with a nationally recognized overnight courier,
specifying next day delivery, with written verification of receipt. All
communications shall be sent to the respective parties at the following
addresses (or at such other addresses as shall be specified by notice given
in
accordance with this Section 11):
If
to the Company:
|
Trulite,
Inc.
|
0000
XxXxxxxx Xxxxxx, Xxxxx 000
|
Xxxxxxx,
Xxxxx 00000
|
Attention:
President
|
If
to Holder:
|
___________________
|
___________________
|
___________________
|
12. Finder’s
Fee.
The
Holder agrees to indemnify and to hold harmless the Company from any liability
for any commission or compensation in the nature of a finder’s fee (and the
costs and expenses of defending against such liability or asserted liability)
for which the Holder or any of its officers, partners, employees or
representatives is responsible. The Company agrees to indemnify and hold
harmless the Holder from any liability for any commission or compensation in
the
nature of a finder’s fee (and the costs and expenses of defending against such
liability or asserted liability) for which the Company or any of its officers,
employees or representatives is responsible.
9
13. Expenses.
If any
action at law or in equity is necessary to enforce or interpret the terms of
this Warrant, the prevailing party shall be entitled to reasonable attorneys’
fees, costs and necessary disbursements in addition to any other relief to
which
such party may be entitled.
14. Entire
Agreement; Amendments and Waivers.
This
Warrant and any other documents delivered pursuant hereto constitute the full
and entire understanding and agreement between the parties with regard to the
subjects hereof and thereof. Nonetheless, any term of this Warrant may be
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), with the written consent of the Company and the Holder; or
if
this Warrant has been assigned in part, by the holders or rights to purchase
a
majority of the shares originally issuable pursuant to this
Warrant.
15. Severability.
If any
provision of this Warrant is held to be unenforceable under applicable law,
such
provision shall be excluded from this Warrant and the balance of the Warrant
shall be interpreted as if such provision were so excluded and shall be
enforceable in accordance with its terms.
[Signature
Page Follows]
10
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
|
COMPANY:
|
|
|
Trulite,
Inc.
|
|
|
(a
Delaware corporation)
|
|
|
By:
|
|
|
Title:
|
|
Address:
|
0000
XxXxxxxx, Xxxxx 000
|
|
Xxxxxxx,
Xxxxx 00000
|
ACKNOWLEDGED
AND AGREED:
HOLDER:
[holder]
Signature
Page
NOTICE
OF EXERCISE
Trulite,
Inc.
Attention:
Corporate Secretary
The
undersigned hereby elects to purchase, pursuant to the provisions of the
Warrant, as follows:
_____________
shares of Common Stock pursuant to the terms of the attached Warrant, and
[(a)
tenders herewith payment in cash of the Exercise Price of such Shares in full,
or (b) elects to make a “cashless” exercise in accordance with the provisions of
Section 3(a) of the attached warrant],
together with all applicable transfer taxes, if any.
The
undersigned hereby represents and warrants that Representations and Warranties
in Section 5 hereof are true and correct as of the date
hereof.
HOLDER: | |
Date:___________________
|
By:_______________________________________
|
|
|
Address:_____________________________________
|
|
________________________________
|
|
|
________________________________
|
Name
in which shares should be registered:
|
|
ASSIGNMENT
FORM
(To
assign the foregoing Warrant, execute this form and supply required information.
Do not use this form to purchase shares.)
For
Value Received,
the
foregoing Warrant and all rights evidenced thereby are hereby assigned
to
Name:
|
|
|
(Please
Print) |
Address:
|
|
|
(Please
Print) |
Dated:
|
_________________________
|
Holder’s
|
|
Signature:
|
_______________________________________ |
Holder’s
|
|
Address:
|
_______________________________________ |
NOTE:
The
signature to this Assignment Form must correspond with the name as it appears
on
the face of the Warrant. Officers of corporations and those acting in a
fiduciary or other representative capacity should provide proper evidence of
authority to assign the foregoing Warrant.