EXHIBIT 1.2
TALX CORPORATION,
FIRST ALBANY CORPORATION
and
PRINCIPAL FINANCIAL SECURITIES, INC.
WARRANT AGREEMENT
Dated as of October __, 1996
WARRANT AGREEMENT
WARRANT AGREEMENT dated as of October __, 1996 among TALX CORPORATION, a
Delaware corporation (the "Company"), FIRST ALBANY CORPORATION ("First Albany")
and PRINCIPAL FINANCIAL SECURITIES, INC. ("Principal"), and, together with First
Albany, the "Representatives").
The Company and the Representatives have entered into an Underwriting
Agreement of even date herewith.
The Company proposes to issue to the Representatives warrants as
hereinafter described (the "Representatives' Warrants") to purchase up to an
aggregate of 100,000 shares, subject to adjustment as hereinafter provided (the
"Shares"), of the Company's Common Stock, par value $.0l per share (the "Common
Stock").
In consideration of the premises and the mutual agreements herein set forth
and for other good and valuable consideration, the parties hereto agree as
follows:
1. Issuance of Warrants; Form of Warrant. As more fully set forth below,
the Company will issue, sell and deliver the Representatives' Warrants to the
Representatives or their bona fide officers or partners, as named by the
Representatives in accordance with Section 4(a)(i) of the Underwriting
Agreement, for an aggregate price of $______ concurrently with the closing (the
"Closing") under the Underwriting Agreement relating to the public offering,
pursuant to a registration statement on Form S-1 (File No. 333-10969) (the
"Registration Statement"), of 2,000,000 shares of Common Stock (plus an option
to purchase up to an additional 300,000 shares of Common Stock to cover over-
allotments). Specifically, at the Closing, the Company will issue, sell and
deliver (a) 50,000 of the Representatives' Warrants to First Albany or its bona
fide officers or partners for an aggregate price of $___ and (b) 50,000 of the
Representatives' Warrants to Principal or its bona fide officers or partners for
an aggregate price of $___. The form of the Representatives' Warrants shall be
substantially as set forth in Exhibit A attached hereto. The Representatives'
Warrants shall be executed on behalf of the Company by the manual or facsimile
signature of the present or any future Chairman of the Board, President or Vice
President of the Company, under its corporate seal, affixed or in facsimile,
attested by the manual or facsimile signature of the present or any future
Secretary or Assistant Secretary of the Company.
2. The Representatives' Warrants shall be numbered and shall be
registered in a Representatives' Warrant register as they are issued. The
Company shall be entitled to treat the registered holder of any Representatives'
Warrant on the Representatives' Warrant register (the "Warrant Holder") as the
owner in fact thereof for all purposes and shall not be bound to recognize any
equitable or other claim to or interest in such Representatives' Warrant on the
part of any other person, and shall not be liable for any registration of
transfer of Representatives' Warrants which are registered or are to be
registered in the name of or at the direction of a fiduciary or the nominee of a
fiduciary unless made with the actual knowledge
that a fiduciary or nominee is committing a breach of trust in requesting such
registration of transfer, or with such knowledge of such facts that its
participation therein amounts to bad faith. The Representatives' Warrants shall
be registered initially in the name of "First Albany Corporation" and "Principal
Financial Securities, Inc.", as the case may be, in such denominations as First
Albany and Principal may request in writing to the Company; provided however,
that prior to the Closing, First Albany and Principal may each designate that
their respective Representatives' Warrants be issued in varying amounts directly
to their respective bona fide officers or partners and not to each of them
directly in accordance with Section 4(a)(i) of the Underwriting Agreement. Such
designation will only be made by First Albany and Principal if they each
determine such issuances would not violate the rules and interpretations of the
Board of Governors of the National Association of Securities Dealers, Inc. (the
"NASD") relating to the review of corporate financing arrangements and subject
to applicable federal and state securities law.
3. Transfer of Warrants. The Representatives' Warrants may not be
transferred, assigned, pledged, hypothecated, sold, made subject to a security
interest, or otherwise transferred, in part or in whole, prior to the first
anniversary of the effective date of the Registration Statement (the "Effective
Date"), except to the bona fide officers or partners of the Representatives, and
subject to applicable federal and state securities law, and only on the books of
the Company upon delivery thereof duly endorsed by the Warrant Holder or by his
duly authorized attorney or representative, or accompanied by proper evidence of
succession, assignment or authority to transfer. In all cases of transfer by an
attorney, the original power of attorney, duly approved, or an official copy
thereof, duly certified, shall be deposited with the Company. In case of
transfer by executors, administrators, guardians or other legal representatives,
duly authenticated evidence of their authority shall be produced and may be
required to be deposited with the Company in its discretion. Upon any
registration of transfer, the Company shall deliver a new Representatives'
Warrant or new Representatives' Warrants to the persons entitled thereto. A
Representatives' Warrant may be exchanged at the option of the Warrant Holder
thereof for another Representatives' Warrant, or other Representatives' Warrants
of different denominations, of like tenor and representing in the aggregate the
right to purchase a like number of shares of Common Stock upon surrender to the
Company or its duly authorized agent. Notwithstanding the foregoing, the
Company shall have no obligation to cause a Representatives' Warrant to be
transferred on its books to any person unless the Warrant Holder thereof shall
furnish to the Company evidence of compliance with the Securities Act of 1933,
as amended (the "Act"), and applicable state securities law, in accordance with
the provisions of Section 10 of this Agreement.
4. Term of Warrants; Exercise of Warrants. Each Representatives' Warrant
entitles the Warrant Holder thereof to purchase one Share at a purchase price of
$[120% OF IPO PRICE] per Share (the "Exercise Price") at any time from the first
anniversary of the Effective Date (except as otherwise set forth herein) until
5:00 p.m., New York City time (the "Close of Business"), on the day immediately
preceding the fifth anniversary of the Effective Date (the "Expiration Date").
The Exercise Price and the Shares issuable upon exercise of
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each Representatives' Warrant are subject to adjustment upon the occurrence of
certain events, pursuant to the provisions of Section 8 of this Agreement.
Subject to the provisions of this Agreement, each Warrant Holder shall have the
right, which may be exercised as set forth in such Representatives' Warrant, to
purchase from the Company (and the Company shall issue and sell to such Warrant
Holder) the number of fully paid and nonassessable Shares specified in such
Representatives' Warrant, upon surrender to the Company, or its duly authorized
agent, of such Representatives' Warrant, with the form of election to purchase
attached thereto duly completed and signed, with (if requested by the Company
within two business days of surrender of the Warrant with the election to
purchase) signatures guaranteed by a member firm of a national securities
exchange, a commercial bank (not a savings bank or savings and loan association)
or trust company located in the United States or a member of the NASD, and upon
payment to the Company of the Exercise Price, as adjusted in accordance with the
provisions of Section 8 of this Agreement, for the number of Shares in respect
of which such Representatives' Warrant is then exercised. Payment of such
Exercise Price may be made in cash or by check payable to the order of the
Company in the amount obtained by multiplying the number of Shares for which
such Representatives' Warrant is then being exercised by the Exercise Price then
in effect (such amount, the "Exercise Payment"), except that the Warrant Holder
may, at its option, elect to pay the Exercise Payment by cancelling a portion of
such Representatives' Warrant that is equal to the number of shares determined
by dividing the Exercise Payment by the current market price (as defined in
paragraph (d) of Section 8) of a share of Common Stock as of the date of
exercise. Except as set forth in Section 8(c), no adjustment shall be made for
any dividends on any Shares issuable upon exercise of a Representatives'
Warrant. Upon each surrender of Representatives' Warrants and payment of the
Exercise Payment as aforesaid, the Company shall issue and cause to be delivered
with all reasonable dispatch to or upon the written order of the Warrant Holder
and (subject to receipt of evidence of compliance with the Act in accordance
with the provisions of Section 10 of this Agreement) in such name or names as
such Warrant Holder may designate, a certificate or certificates for the number
of full Shares so purchased upon the exercise of such Representatives' Warrant,
together with cash, as provided in Section 9 of this Agreement, in respect of
any fractional Shares otherwise issuable upon such surrender. Such certificate
or certificates shall be deemed to have been issued, and any person so
designated to be named therein shall be deemed to have become a holder of record
of such Shares, as of the date of the surrender of such Representatives' Warrant
and payment of the Exercise Payment as aforesaid; provided, however, that if, at
the date of surrender of such Representatives' Warrant and payment of such
Exercise Payment, the transfer books for the Common Stock or other class of
stock purchasable upon the exercise of such Representatives' Warrant shall be
closed, the certificates for the Shares shall be issuable as of the date on
which such books shall next be opened (whether before, on or after the
Expiration Date) and until such date the Company shall be under no duty to
deliver any certificate for such Shares; provided further, however, that the
transfer books of record, unless otherwise required by law, shall not be closed
at any one time for a period longer than 4 days. The rights of purchase
represented by a Representatives' Warrant shall be exercisable, at the election
of the Warrant Holder thereof, either in full or from time to time in part and,
in the event that any Representatives' Warrant is
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exercised in respect of less than all of the Shares purchasable on such exercise
at any time prior to the Expiration Date, a new Representatives' Warrant or new
Representatives' Warrants will be issued for the remaining number of Shares
specified in the Representatives' Warrant or Representatives' Warrants so
surrendered.
5. Payment of Taxes. The Company will pay all documentary stamp taxes,
if any, attributable to the issuance of Shares upon the exercise of a
Representatives' Warrant; provided, however, that the Company shall not be
required to pay any tax or taxes which may be payable in respect of any transfer
involved in the issuance or delivery of any certificates for Shares in a name
other than that of the Warrant Holder who exercised the Representatives' Warrant
in respect of which such Shares are issued.
6. Mutilated or Missing Warrants. In case any Representatives' Warrant
shall be mutilated, lost, stolen or destroyed, the Company shall issue and
deliver in exchange and substitution for and upon cancellation of the mutilated
Representatives' Warrant, or in lieu of and substitution for the
Representatives' Warrant lost, stolen or destroyed, a new Representatives'
Warrant of like tenor and representing an equivalent right or interest, but only
upon receipt of evidence reasonably satisfactory to the Company of such loss,
theft or destruction of such Representatives' Warrant or an indemnity, also
reasonably satisfactory to the Company. An applicant for such substitute
Representatives' Warrant shall also comply with such other reasonable
regulations and pay such other reasonable charges as the Company may prescribe.
7. Reservation of Shares, etc. There have been reserved, and the Company
shall at all times keep reserved, out of the authorized and unissued Common
Stock, an aggregate number of shares of Common Stock sufficient to provide for
the exercise of the rights of purchase represented by the outstanding
Representatives' Warrants. After the effective date of the Company's initial
public offering, Xxxxxxx'x Trust Company, St. Louis, Missouri, the transfer
agent for the Common Stock (the "Transfer Agent"), and every subsequent Transfer
Agent, if any, for Shares issuable upon the exercise of any of the rights of
purchase represented by the Representatives' Warrants, will be irrevocably
authorized and directed at all times until the Expiration Date to reserve such
aggregate number of authorized and unissued shares as shall be required for such
purpose. The Company will keep a copy of this Agreement on file with the
Transfer Agent and with every subsequent Transfer Agent for any Shares issuable
upon the exercise of the rights of purchase represented by the Representatives'
Warrants. The Company will supply any such Transfer Agent with duly executed
stock certificates for such purpose and will itself provide or otherwise make
available any cash which may be distributable as provided in Section 9 of this
Agreement. Any Representatives' Warrant surrendered in the exercise of the
rights thereby evidenced shall be cancelled, and until delivery to the person
surrendering such Representatives' Warrant of Stock Certificates representing
the Shares to be issued to such person as a result of such exercise, such
cancelled Representatives' Warrant shall constitute sufficient evidence of the
number of Shares that have been issued upon the exercise of such
Representatives' Warrant. No shares of Common Stock
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shall be subject to reservation in respect of any unexercised Representatives'
Warrant subsequent to the Expiration Date.
8. Adjustments of Exercise Price and Number of Shares. The Exercise
Price and the number and kind of securities purchasable upon exercise of each
Representatives' Warrant shall be subject to adjustment from time to time upon
the happening of certain events, as follows:
(a) In case the Company shall (i) declare a dividend on its Common
Stock in shares of Common Stock or make a distribution in shares of Common
Stock, (ii) subdivide its outstanding shares of Common Stock into a greater
number of shares of Common Stock, (iii) combine its outstanding shares of Common
Stock into a smaller number of shares of Common Stock or (iv) issue by
reclassification of its shares of Common Stock other securities of the Company,
other than any such reclassification to which paragraph (j) applies, the number
of Shares purchasable upon exercise of each Representatives' Warrant immediately
prior thereto shall be adjusted so that the Warrant Holder shall be entitled to
receive the kind and number of Shares or other securities of the Company which
he would have owned or have been entitled to receive after the happening of any
of the events described above, had such Representatives' Warrant been exercised
immediately prior to the happening of such event or any record date with respect
thereto. An adjustment made pursuant to this paragraph (a) shall become
effective immediately after the effective date of such event, retroactive to the
record date, if any, for such event.
(b) In case the Company shall issue rights, options or warrants to all
holders of its Common Stock, entitling them to subscribe for or to purchase
shares of Common Stock or securities convertible into Common Stock at a price
per share (or having a conversion price per share) that is lower on the record
date for the determination of stockholders entitled to receive such rights,
options or warrants than the then current market price per share of Common Stock
(as defined in paragraph (d) below), the number of Shares thereafter purchasable
upon the exercise of each Representatives' Warrant shall be determined by
multiplying the number of Shares theretofore purchasable upon exercise of each
Representatives' Warrant by a fraction, of which the numerator shall be the
number of shares of Common Stock outstanding at the close of business on the
record date for the determination of stockholders entitled to receive such
rights, options or warrants plus the number of additional shares of Common Stock
offered for subscription or purchase (or into which the convertible securities
so offered are initially convertible), and of which the denominator shall be the
number of shares of Common Stock outstanding at the close of business on the
record date for the determination of stockholders entitled to receive such
rights, options or warrants plus the number of shares which the aggregate
offering price of the total number of shares of Common Stock so offered (or the
aggregate initial conversion price of the convertible securities so offered)
would purchase at the then current market price per share of Common Stock. Such
adjustment shall be made whenever such rights, options or warrants are issued,
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and shall become effective retroactively to the record date for the
determination of stockholders entitled to receive such rights, options or
warrants.
(c) In case the Company shall distribute to all holders of its Common
Stock shares of stock (other than Common Stock) or evidences of its indebtedness
or assets (excluding cash dividends out of retained earnings and dividends or
distributions referred to in paragraph (a) of this Section 8) or rights, options
or warrants or convertible or exchangeable securities containing the right to
subscribe for or purchase shares of Common Stock (excluding those referred to in
paragraph (b) above), then in each case the number of Shares thereafter
purchasable upon the exercise of each Representatives' Warrant shall be
determined by multiplying the number of Shares theretofore purchasable upon the
exercise of each Representatives' Warrant by a fraction, of which the numerator
shall be the current market price per share of Common Stock (as defined in
paragraph (d) below) on the record date mentioned below in this paragraph (c),
and of which the denominator shall be the current market price per share of
Common Stock on such record date, less the then fair value (as determined by the
Board of Directors of the Company, whose determination shall be conclusive) of
the portion of the shares of stock or assets or evidences of indebtedness so
distributed or of such subscription rights, options or warrants, or of such
convertible or exchangeable securities applicable to one share of Common Stock.
Such adjustment shall be made whenever any such distribution is made, and shall
become effective on the date of distribution, retroactive to the record date for
the determination of stockholders entitled to receive such distribution.
(d) For the purpose of any computation under paragraphs (b) and (c)
of this Section 8 or under Section 4 or Section 9, the current market price per
share of Common Stock at any date shall be deemed to be the average of the daily
closing prices per share for the 30 consecutive trading days commencing 45
trading days before the date of such computation. The closing price for each day
shall be the last reported sale price regular way or, in case no such reported
sale takes place on such day, the average of the closing bid and asked prices
regular way for such day, in either case on the principal national securities
exchange on which the shares are listed or admitted to trading, or if the Common
Stock is not listed or admitted to trading on any national securities exchange,
but is traded in the over-the-counter market, the closing sale price of the
Common Stock or, in case no sale is publicly reported, the average of the
representative closing bid and asked quotations for the Common Stock on the
Nasdaq National Market System ("NASDAQ") or any comparable system, or if the
Common Stock is not listed on NASDAQ or a comparable system, the closing sale
price of the Common Stock or, in case no sale is publicly reported, the average
of the closing bid and asked prices as furnished by two members of the NASD
selected from time to time by the Company for that purpose.
(e) No adjustment in the number of Shares purchasable upon exercise
of each Representatives' Warrant shall be required unless such adjustment would
require an increase or decrease of at least one percent (1%) in the number of
Shares purchasable upon the
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exercise of each Representatives' Warrant; provided, however, that any
adjustments which by reason of this paragraph (e) are not required to be made
shall be carried forward and taken into account in any subsequent adjustment.
All calculations shall be made to the nearest one thousandth of a share.
(f) Whenever the number of Shares purchasable upon the exercise of
each Representatives' Warrant is adjusted, as herein provided, the Exercise
Price shall be adjusted by multiplying such Exercise Price immediately prior to
such adjustment by a fraction, of which the numerator shall be the number of
Shares purchasable upon the exercise of each Representatives' Warrant
immediately prior to such adjustment, and of which the denominator shall be the
number of Shares so purchasable immediately thereafter.
(g) For the purpose of this Section 8, the term "shares of Common
Stock" shall mean (i) the class of stock designated as the Common Stock of the
Company at the date of this Agreement or (ii) any other class of stock resulting
from successive changes or reclassification of such shares consisting solely of
changes in par value, or from par value to no par value, or from no par value to
par value. In the event that at any time, as a result of an adjustment made
pursuant to paragraph (a) above, any Warrant Holder shall become entitled to
purchase any shares of capital stock of the Company other than shares of Common
Stock, thereafter the number of such other shares so purchasable upon exercise
of each Representatives' Warrant and the Exercise Price of such shares shall be
subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the Shares contained
in this Section 8, and the provisions of Sections 4, 5, 7 and 12, with respect
to the Shares, shall apply on like terms to any such other shares.
(h) The Company may at its option, at any time during the term of a
Representatives' Warrant, reduce, either temporarily or permanently, the then
current Exercise Price to any amount deemed appropriate by the Board of
Directors of the Company; provided, however, that any such reduction may be
temporary only to the extent that Warrant Holders receive written notice from
the Company stating the term of such temporary reduction; and further provided,
that following the expiration of such temporary reduction, the Exercise Price
may not be raised to an amount in excess of the Exercise Price in effect
immediately prior to such temporary reduction.
(i) Whenever the number of Shares purchasable upon the exercise of
each Representatives' Warrant or the Exercise Price of such Shares is adjusted,
as herein provided, the Company shall promptly mail by first class mail, postage
prepaid, to each Warrant Holder notice of such adjustment or adjustments. The
Company may, but is not required to, retain a firm of independent public
accountants (who may be the regular accountants employed by the Company) to make
any computation required by this Section 8 and shall cause such accountants to
prepare a certificate setting forth the number of Shares purchasable upon the
exercise of each Representatives' Warrant and the Exercise Price of such Shares
after such adjustment, setting forth a brief statement of the facts requiring
such adjustment and setting
7
forth the computation by which such adjustment was made. Such a certificate
from a firm of independent public accountants shall be conclusive evidence of
the correctness of such adjustment, and each Warrant Holder shall have the right
to inspect such certificate during reasonable business hours.
(j) In case of any consolidation of the Company with or merger of the
Company with or into another corporation or any consolidation with or merger of
any other corporation into the Company (other than a merger which does not
result in a reclassification, conversion, exchange or cancellation of Shares) or
in case of any sale or conveyance to another corporation of the property of the
Company as an entirety or substantially as an entirety, [(I) NOTWITHSTANDING THE
PROVISIONS OF SECTION 4 HEREOF, EACH WARRANT HOLDER SHALL HAVE THE RIGHT TO
EXERCISE ANY REPRESENTATIVES' WARRANT THEN HELD IMMEDIATELY PRIOR TO SUCH
CONSOLIDATION, MERGER, SALE OR CONVEYANCE UPON PAYMENT OF THE EXERCISE PRICE
THEN IN EFFECT AND (II) WITH RESPECT TO ANY REPRESENTATIVES' WARRANTS WHICH ARE
NOT EXERCISED AS PROVIDED IN CLAUSE (I) ABOVE,] the Company or such successor or
purchasing corporation (or an affiliate of such successor or purchasing
corporation), as the case may be, agrees that each Holder shall have the right
after the happening of any such consolidation, merger, sale or conveyance upon
payment of the Exercise Price in effect immediately prior to such action to
purchase upon exercise of each Representatives' Warrant the kind and amount of
shares and other securities and property which he would have owned or have been
entitled to receive after the happening of such consolidation, merger, sale or
conveyance had such Representatives' Warrant been exercised immediately prior to
such action and the Securities issued upon such exercise been held since the
date of such exercise. The provisions of this paragraph (j) shall similarly
apply to successive consolidations, mergers, sales or conveyances.
(k) Notwithstanding any adjustment in the Exercise Price or the
number or kind of shares purchasable upon the exercise of a Representatives'
Warrant pursuant to this Agreement, a certificate for a Representatives' Warrant
issued prior or subsequent to such adjustment may continue to express the same
price and number and kind of shares as are initially issuable pursuant to this
Agreement.
(l) Notwithstanding the foregoing, in the event that the Company
shall distribute "poison pill" rights pursuant to a "poison pill" stockholder
rights plan (the "Rights"), the Company shall, in lieu of making any adjustment
pursuant to Section 8(b) or Section 8(c) hereof, make proper provision so that
each Warrant Holder who exercises a Representatives' Warrant after the record
date for such distribution and prior to the expiration or redemption of the
Rights shall be entitled to receive upon such exercise, in addition to the
Shares issuable upon such exercise, a number of Rights to be determined as
follows: (i) if such exercise occurs on or prior to the date for the
distribution to the holders of Rights of separate certificates evidencing such
Rights (the "Distribution Date"), the same number of Rights to which a holder of
a number of shares of Common Stock equal to the number of Shares issuable upon
such exercise at the time of such exercise in accordance with the terms and
provisions of and applicable to the Rights; and (ii) if such exercise occurs
after the
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Distribution Date, the same number of Rights to which a holder of the number of
Shares into which the Representatives' Warrant so exercised was exercisable
immediately prior to the Distribution Date would have been entitled on the
Distribution Date in accordance with the terms and provisions of and applicable
to the Rights.
9. Fractional Interests. The Company shall not be required to issue
fractions of Shares on the exercise of a Representatives' Warrant. If more than
one Representatives' Warrant shall be presented for exercise in full at the same
time by the same Warrant Holder, the number of Shares which shall be issuable
upon the exercise thereof shall be computed on the basis of the aggregate number
of Shares purchasable on exercise of the Representatives' Warrants so presented.
If any fraction of a Share would, except for the provisions of this Section 9,
be issuable on the exercise of any Representatives' Warrant (or specified
portions thereof), the Company shall purchase such fraction from the Warrant
Holder for an amount in cash equal to the same fraction of the current market
price per share of Common Stock (determined as provided in paragraph (d) of
Section 8) on the date of exercise.
10. Certain Covenants
-----------------
Each Warrant Holder of any Representatives' Warrants by accepting the same
consents and agrees with the Company that:
(a) Such Holder understands that neither the Representatives'
Warrants nor the Shares may be assigned, pledged, hypothecated, sold, made
subject to a security interest, or otherwise transferred unless pursuant to
either (1) an effective registration statement for such Holders' Warrants and
Shares under the Act or (2) any available rule or exemption from registration
under the Act permitting such disposition of securities and an opinion of
counsel prepared at the expense of the Holder (which counsel may be an employee
of the Holder), reasonably satisfactory to counsel for the Company, that an
exemption from such registration is available.
(b) The Representatives' Warrants and the securities issuable upon
exercise of the Representatives' Warrants are transferrable only on the registry
books of the Company if surrendered at the principal office of the Company (or,
in the case of the securities issuable upon exercise, the Company's transfer
agent), duly endorsed, or accompanied by a proper instrument of transfer,
subject to the terms and conditions hereof.
11. Certificates to Bear Legends. Each Representatives' Warrant shall be
subject to a stop-transfer order and the certificate or certificates therefor
shall bear the following legend:
THE SECURITIES ISSUABLE UPON EXERCISE HEREOF
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
STATE SECURITIES ACT AND NEITHER THE WARRANTS
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REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON
EXERCISE HEREOF MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (ii) ANY AVAILABLE
RULE OR EXEMPTION FROM REGISTRATION UNDER SUCH ACT RELATING TO THE
DISPOSITION OF SECURITIES AND AN OPINION OF COUNSEL, REASONABLY
SATISFACTORY TO COUNSEL FOR THIS COMPANY, THAT AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT IS AVAILABLE.
The Shares or other securities issued upon exercise of a Representatives'
Warrant shall be subject to a stop-transfer order and the certificate or
certificates evidencing any such Shares or securities shall bear a legend in
substantially the following form:
THE SHARES OR SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
OR ANY STATE SECURITIES ACT AND THE SHARES OR OTHER SECURITIES
REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR
(ii) ANY AVAILABLE RULE OR EXEMPTION FROM REGISTRATION UNDER SUCH ACT
RELATING TO THE DISPOSITION OF SECURITIES AND AN OPINION OF COUNSEL,
REASONABLY SATISFACTORY TO COUNSEL FOR THIS COMPANY, THAT AN EXEMPTION
FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.
12. Registration Rights.
(a) Demand Registration Rights. The Company covenants and agrees with
the Representatives and any other or subsequent Warrant Holder(s) or registered
holder(s) of Shares or registered holder(s) of other securities for which the
Representatives' Warrants become exercisable (collectively, the "Holders" and
each a "Holder") that, upon written request (a "Registration Request") of the
then Holder(s) of at least a majority of the securities issued and issuable
pursuant to the Representatives' Warrants, including Shares or other securities
for which the Representatives' Warrants become exercisable, if issued, made at
any time within the period commencing on the first anniversary of the Effective
Date and ending at the Close of Business on the date immediately preceding the
fifth anniversary of the Effective Date, the Company will file as soon as
practicable and, in any event, within 45 days after receipt of such written
request, at its sole expense, no more than once, and at the Holders'
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expense, no more than once, a registration statement or a Regulation A offering
statement (as requested by the Holders) registering or qualifying the Shares or
other securities for which the Representatives' Warrants become exercisable for
sale. Within 15 days after receiving any such notice, the Company shall give
notice to the other Holders advising that the Company is proceeding with such
registration statement or Regulation A offering statement and offering to
include therein the Shares or other securities for which the Representatives'
Warrants become exercisable of such Holders. The Company shall not be obligated
to any such other Holder unless such other Holder shall accept such offer by
notice in writing to the Company within 10 days after receipt of such notice
from the Company. The Company will use its best efforts, through its officers,
directors, auditors and counsel in all matters necessary or advisable, to file
and cause to become effective such registration statement or Regulation A
offering statement as promptly as practicable and for a period of two years
thereafter to reflect in the registration statement or Regulation A offering
statement financial statements which are prepared in accordance with Section
10(a)(3) of the Act and any facts or events arising that, individually or in the
aggregate, represent a fundamental or material change in the information set
forth in the registration statement or Regulation A offering statement. If any
registration pursuant to this paragraph (a) is an underwritten offering, the
Company will select an underwriter (or managing underwriter if such offering
should be syndicated) approved by the Holders of a majority of the
Representatives' Warrants or Shares or other securities for which the
Representatives' Warrants become exercisable to be included in such
registration. Notwithstanding the foregoing, the Company may postpone the filing
of such registration statement or offering statement for a reasonable period of
time after receipt of the original written Registration Request (not exceeding
90 days) if, in the good faith opinion of the Company's Board of directors,
effecting the registration would adversely affect a material or other comparable
transaction or would require the Company to make public disclosure of
information the public disclosure of which would have a material adverse effect
upon the Company. Further, the Company may include in such registration other
securities of the same class as the Shares for sale for its own account or for
the account of any other person.
(b) Piggyback Registration Rights. The Company covenants and agrees
with the Representatives and any other or subsequent Holder(s) that if, at any
time within the period commencing on the first anniversary of the Effective Date
and ending at the Close of Business on the day immediately preceding the sixth
anniversary of the Effective Date, it proposes to register any class of security
under the Act in a primary registration on behalf of the Company or in a
secondary registration on behalf of holders of such securities and the
registration form to be used may be used for registration of the Shares or other
securities for which the Representatives' Warrants become exercisable, the
Company will give prompt written notice (which, in the case of a registration
pursuant to the exercise of demand registration rights other than those provided
in Section 12(a) of this Agreement, shall be within 10 business days after the
Company's receipt of notice of such exercise and, in any event, shall be at
least 45 days prior to such filing) to each Holder (regardless of whether the
Holder shall have theretofore availed himself or herself of the right provided
in Section 12(a)) at the addresses appearing on the records of the Company of
its intention to effect a registration.
11
The Company will offer to include in such registration such number of Shares or
other securities for which the Representatives' Warrants are exercisable with
respect to which the Company has received written requests for inclusion therein
within 10 days after receipt of notice from the Company; provided, that if such
registration is to be underwritten, the Company shall not be required to include
the Shares or other securities for which the Representatives' Warrants become
exercisable in such registration to the extent the managing underwriter(s)
determines in good faith that the number of Shares requested to be included in
such registration exceed the number which can be sold in such offering without a
material reduction in the selling price anticipated to be received for the
securities to be sold in such offering. All registrations requested pursuant to
this Section (b) are referred to herein as "Piggyback Registrations". This
paragraph is not applicable to a registration statement filed by the Company
with the Commission on Forms S-4 or S-8 or any successor forms.
(c) Action to be Taken by the Company. In connection with the
registration of the Shares or other securities for which the Representatives'
Warrants become exercisable in accordance with paragraphs (a) or (b) above, the
Company agrees to:
(i) bear the expense of any registration or qualification under
(a), on one occasion, or under (b) of this section, on any number of
occasions, including but not limited to legal, accounting and printing
fees; provided, however, that in no event shall the Company be obligated to
pay (A) any fees and disbursements of any counsel for the Holder(s), or (B)
any underwriters' discount or commission in respect to such Shares or other
securities for which the Representatives' Warrants become exercisable,
payment of which shall, in each case, be the sole responsibility of the
respective Holder(s) thereof;
(ii) use its best efforts to register or qualify the Shares or
other securities for which the Representatives' Warrants become exercisable
for offer or sale under state securities or blue sky laws of such
jurisdictions as the Holders shall reasonably request and to do any and all
other acts and things which may be necessary or advisable to enable the
Holders to consummate the proposed sale, transfer or other disposition of
such securities in any jurisdiction;
(iii) furnish to each holder copies of any registration statement
(including the Registration Statement) for the Shares or other securities
for which the Representatives' Warrants become exercisable, any prospectus
included in any such registration statement and all amendments and
supplements to such documents, in each case as soon as available and in
such quantities as such Holder may from time to time reasonably request;
and
(iv) if registration is to be pursuant to an underwritten
offering, enter into a cross-indemnity agreement in customary form, with
each underwriter, if any, and each Holder of securities included in such
registration statement.
12
(d) Action to be Taken by the Holders. In connection with the
registration of the Shares or other securities for which the Representatives'
Warrants become exercisable in accordance with (a) or (b) above the Holders
agree:
(i) upon receipt of any notice from the Company of the
occurrence of any event as a result of which the prospectus included in the
registration statement relating to the such registration of Shares may
include a material misstatement or omission, such Holder shall forthwith
discontinue disposition of Shares pursuant to the then current prospectus
until (i) the Holder is advised in writing by the Company that a new
registration statement covering the reoffer of Shares has become effective
under the Securities Act, or (ii) the Holder receives copies of a
supplemented or amended prospectus, or (iii) until the Holder is advised in
writing by the Company that the use of the then current prospectus may be
resumed; provided that the Company hereby agrees to supplement or amend
such prospectus as soon as practicable and acknowledges that the Warrant
Holders may be damaged by the delays contemplated by this clause (i);
(ii) if such registration is to be pursuant to an underwritten
offering, enter into an underwriting agreement in customary form with each
underwriter and the Company;
(iii) if such registration is to be pursuant to an underwritten
offering, upon request of the Company or managing underwriter(s), not to
sell, make any short sale of, loan, grant any option for the purchase of,
or otherwise dispose of any Shares (other than those in the registration)
without the prior written consent of the Company or such underwriter(s), as
the case may be, for a period of time, not to exceed 180 days from the
effective date of such registration as the Company or the underwriter(s)
may specify.
13. Representations and Warranties.
Each Warrant Holder of any Representatives' Warrants by accepting the same
makes the following representations and warranties to the Company:
(i) The Representatives' Warrants are being issued by the
Company to such Warrant Holder in reliance upon the representations and
warranties of such Warrant Holders to the Company, which by such Warrant
Holder's acceptance herein such Warrant Holder hereby confirms, that any
securities to be received by such, Warrant Holder upon exercise of a
Warrant will be acquired for investment for such Warrant Holder's own
account, not as a nominee or agent, and (except as may otherwise be
permitted by Rule 144 under the Act) not with a view to the sale or
distribution of any part thereof, and that such Warrant Holder has no
present intention of assigning, pledging, hypothecating, selling, making
subject to a security interest, or
13
otherwise transferring, the same, but subject nevertheless to any requirement of
law that the disposition of such Warrant Holder's property shall at all times be
within such Warrant Holder's control. By executing this Warrant, such Warrant
Holder further represents and warrants that such Warrant Holder does not have
any contract, undertaking, agreement or arrangement with any person to assign,
pledge, hypothecate, sell, make subject to a security interest, or otherwise
transfer, to such person, any securities to be acquired upon exercise of the
Warrant Holder's Warrant.
(ii) The Warrant Holder hereof understands that the issuance of
securities upon exercise of the Representatives' Warrants is not required to be
registered under the Securities Act of 1933, as amended (the "Securities Act")
on the grounds that such issuance is exempt from registration under the
Securities Act pursuant to Section 4(2) thereof, and the Company's reliance on
such exemption is predicated on the representations and warranties of the such
Warrant Holder set forth herein.
(iii) Each Warrant Holder of any Representatives' Warrant represents
and warrants that such Warrant Holder is experienced in evaluating and investing
in companies such as the Company, is able to fend for himself with respect to
the agreements set forth in this Warrant Agreement, has such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of such Warrant Holders investment and to make an informed
investment decision, and has the ability to bear the economic risks of such
Warrant Holder's investment. Each Warrant Holder acknowledges that an investment
in the Company is highly speculative and involves significant risks and there is
and will be no market for the Representatives' Warrants. Such Warrant Holder
further represents and warrants that such Warrant Holder has had access, during
the course of the transaction prior to the receipt of any Representatives'
Warrants, to the same kind of information that would be provided in a
registration statement filed by the Company under the Securities Act and that
such Warrant Holder has had during the course of the transaction and prior to
receipt of any Representatives' Warrants, the opportunity to ask questions of,
and receive answers from, the Company concerning the terms and conditions of the
offering and to obtain additional information (to the extent the Company
possessed such information or could acquire it without unreasonable effort or
expense) necessary to verify the accuracy of any information furnished to such
Warrant Holder or to which he had access.
(iv) Each Warrant Holder has adequate means of providing for such
Warrant Holder's current needs and possible personal contingencies, has no need
for liquidation of this investment, is able to bear the economic risks of this
investment, and at the present time can afford a complete loss of such
investment.
14
(v) Each Warrant Holder of any Representatives' Warrants understands
that this Warrant may not be assigned, pledged, hypothecated, sold, made subject
to a security interest, or otherwise transferred, unless pursuant to
registration under the Securities Act or an exemption therefrom, and that in the
absence of an effective registration statement covering this Warrant or an
available exemption from registration under the Securities Act, the
Representatives' Warrants must be held indefinitely. In particular, each
Warrant Holder is aware that the Representatives' Warrants may not be sold
pursuant to Rule 144 promulgated under the Securities Act unless all of the
conditions of that Rule are met. Each Warrant Holder of this Warrant represents
and warrants that, in the absence of an effective registration statement
covering this Warrant, he will assign, pledge, hypothecate, sell, make subject
to a security interest, or otherwise transfer, this Warrant only in a manner
consistent with such Warrant Holders' representations and warranties set forth
herein and then only in accordance with the provisions set forth herein.
14. Notices to Warrant Holders; Dissolution Exercise Rights.
(a) Nothing contained in this Agreement or in any Representatives'
Warrant shall be construed as conferring upon any Warrant Holder the right to
vote or to receive dividends or to consent or to receive notice as a stockholder
in respect of the meetings of stockholders or the election of Directors of the
Company or any other matter, or any rights whatsoever as a stockholder of the
Company; provided, however, that in the event that a meeting of stockholders
shall be called to consider and take action on a proposal for the voluntary
dissolution of the Company or a consolidation, merger or sale of all or
substantially all of its property, assets, business and good will as an
entirety, then, in that event, the Company shall cause a notice thereof to be
sent by first-class mail, postage prepaid, at least 20 business days prior to
the date fixed as a record date or the date of closing the transfer books in
relation to such meeting, to each Warrant Holder at such Warrant Holder's
address appearing on the Representatives' Warrant register. If such notice
shall have been so given and if such a voluntary dissolution shall be authorized
at such meeting or any adjournment thereof, then (i) notwithstanding the
provisions of Section 4 thereof, each Warrant Holder shall have the right, at
the election of the Warrant Holder, (A) to exercise any Representatives' Warrant
then held immediately prior to such voluntary dissolution upon payment of the
Exercise Price then in effect or (B) to receive, as of the effective date of the
dissolution, the fair value of such Representatives' Warrant as of the time
immediately prior to the authorization of the dissolution (without taking the
dissolution into account) as determined by the Board of Directors of the Company
and (ii) from and after the date on which such voluntary dissolution shall have
been duly authorized by the stockholders, the purchase rights represented by
such Representatives' Warrant and all other rights with respect thereto shall
cease and terminate.
(b) In the event the Company intends to make any distribution on its
Common Stock (or other securities which may be purchasable in lieu thereof upon
the exercise
15
of a Representatives' Warrant), including, without limitation, any such
distribution to be made in connection with a consolidation or merger in which
the Company is the continuing corporation, or to issue subscription rights or
warrants to holders of its Common Stock, the Company shall cause a notice of its
intention to make such distribution to be sent by first-class mail, postage
prepaid, at least 20 business days prior to the date fixed as a record date or
the date of closing the transfer books in relation to such distribution, to each
registered Warrant Holder at such Warrant Holder's address appearing on the
Representatives' Warrant register.
15. Notices. Any notice pursuant to this Agreement to be given or made by
any Holder to the Company shall be sufficiently given or made if sent by first-
class mail, postage prepaid, or by a nationally recognized overnight courier,
addressed as follows (or to such other address as the Company may designate by
notice given in accordance with this Section 14 to the Holder(s)):
TALX Corporation
0000 Xxxxxx Xxxxx
Xx. Xxxxx, XX 00000
Attn: Xxxxx Xxxxx, Chief Financial Officer
Notices or demands authorized by this Agreement to be given or made by the
Company to any Holder shall be sufficiently given or made (except as otherwise
provided in this Agreement) if sent by first-class mail, postage prepaid, or by
a nationally recognized overnight courier, addressed to such Holder at the
address of such Holder as shown on the Representatives' Warrant register, Common
Stock register or the register for such other security for which the
Representatives' warrants become exercisable.
16. Covenant as to Certain Transactions. The Company shall not consummate
any consolidation, merger, sale or conveyance (as described in Section 8(j)
hereof) unless prior thereto the successor or purchasing corporation (or an
affiliate of such successor or purchasing corporation), as the case may be (a)
shall have a sufficient aggregate number of authorized shares and other
securities which have not been issued or reserved for issuance to permit the
exercise in full of the Representatives' Warrants in accordance with Section
8(j) hereof and (b) the Company and such successor or purchasing corporation or
affiliate shall have executed and delivered to each Warrant Holder a
supplemental agreement confirming that the requirements of Section 8(j) hereof
shall be promptly performed in accordance with their terms and that such
consolidation, merger, sale or conveyance shall not result in a default by the
Company, such successor or purchasing corporation or such affiliate under this
Agreement (as the same shall have been assumed by such successor or purchasing
corporation or such affiliate) and further providing that such successor or
purchasing corporation or such affiliate shall assume all obligations of the
Company hereunder and agree to be bound hereby. In the event of and after the
happening of any such consolidation, merger, sale or conveyance, the term "the
Company," as used herein, shall be deemed to refer to such successor or
purchasing corporation or such affiliate, as the case may be.
16
17. Governing Law. Except as otherwise required by the General Business
Corporation Law of Missouri, this Agreement and each Representatives' Warrant
issued hereunder shall be governed by and construed in accordance with the
substantive laws of the State of New York without giving effect to the
principles of conflicts of law thereof. The Company hereby agrees to accept
service of process by notice given to it pursuant to the provisions of Section
14.
18. Counterparts. The Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original; but
such counterparts together shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day, month and year first above written.
TALX CORPORATION
By:
--------------------------------------
Name:
Title:
FIRST ALBANY CORPORATION
By:
--------------------------------------
Name:
Title:
PRINCIPAL FINANCIAL SECURITIES, INC.
By:
--------------------------------------
Name:
Title:
17
EXHIBIT A
(Form of Warrant Certificate)
THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE
SECURITIES ACT AND NEITHER THE WARRANTS REPRESENTED BY THIS CERTIFICATE NOR THE
SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED OR SOLD EXCEPT PURSUANT
TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (ii) ANY AVAILABLE
RULE OR EXEMPTION FROM REGISTRATION UNDER SUCH ACT RELATING TO THE DISPOSITION
OF SECURITIES AND AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR
THIS COMPANY, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.
No._________ 50,000 Warrants
VOID AFTER 5:00 P.M. NEW YORK TIME
ON OCTOBER __, 2001
TALX CORPORATION
Warrant Certificate
THIS CERTIFIES THAT for value received _________________, or registered
assigns, is the owner of the number of Warrants set forth above, each of which
entitles the owner thereof to purchase at any time from _______________, 1997
(except as otherwise set forth in the Warrant Agreement referred to below),
until 5:00 p.m., New York time on _______________, 2001 (the "Expiration Date"),
one fully paid and nonassessable share of the common stock, par value $.0l per
share (the "Common Stock"), of TALX CORPORATION, a Missouri corporation (the
"Company"), at the purchase price of $_________ per share (the "Exercise
Price") upon presentation and surrender of this Warrant Certificate with the
Form of Election to Purchase duly executed. The number of Warrants evidenced by
this Warrant Certificate (and the number of shares which may be purchased upon
exercise thereof) set forth above, and the Exercise Price per share set forth
above, are the number and Exercise Price as of the date of original issuance of
the Warrants, based on the shares of Common Stock of the Company as constituted
at such date. As provided in the Warrant Agreement referred to below, the
Exercise Price and the number or kind of shares which may be purchased upon the
exercise of the Warrants evidenced by this Warrant Certificate are, upon the
happening of certain events, subject to modification and adjustment.
18
This Warrant Certificate is subject to, and entitled to the benefits of,
all of the terms, provisions and conditions of an agreement dated as of
__________, 1996 (the "Warrant Agreement") among the Company, First Albany
Corporation and Principal Financial Securities, Inc., which Warrant Agreement is
hereby incorporated herein by reference and made a part hereof and to which
Warrant Agreement reference is hereby made for a full description of the rights,
limitations of rights, duties and immunities hereunder of the Company and the
holders of the Warrant Certificates. Copies of the Warrant Agreement are on file
at the principal office of the Company.
This Warrant Certificate, with or without other Warrant Certificates, upon
surrender at the principal office of the Company, may be exchanged for another
Warrant Certificate or Warrant Certificates of like tenor and date evidencing
Warrants entitling the holder to purchase a like aggregate number of shares of
Common Stock as the Warrants evidenced by the Warrant Certificate or Warrant
Certificates surrendered entitled such holder to purchase. If this Warrant
Certificate shall be exercised in part, the holder hereof shall be entitled to
receive upon surrender hereof another Warrant Certificate or Warrant
Certificates for the number of whole Warrants not exercised.
No fractional shares of Common Stock will be issued upon the exercise of
any Warrant or Warrants evidenced hereby, but in lieu thereof, a cash payment
will be made, as provided in the Warrant Agreement.
No holder of this Warrant Certificate shall be entitled to vote or receive
dividends or be deemed the holder of Common Stock or any other securities which
may at any time be issuable on the exercise hereof for any purpose, nor shall
anything contained in the Warrant Agreement or herein be construed to confer
upon the holder hereof, as such, any of the rights of a stockholder of the
Company or any right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or withhold consent
to any corporate action (whether upon any recapitalization, issue of stock,
reclassification of stock, change of par value or change of stock to no par
value, consolidation, merger, conveyance, or otherwise) or, except as provided
in the Warrant Agreement, to receive notice of meetings or to receive dividends
or subscription rights or otherwise, until the Warrant or Warrants evidenced by
this Warrant Certificate shall have been exercised and the shares of Common
Stock or other securities shall have become deliverable as provided in the
Warrant Agreement.
If this Warrant shall be surrendered for exercise within any period during
which the transfer books for the Company's Common Stock or other securities
purchasable upon the exercise of this Warrant are closed for any purpose, the
Company shall not be required to make delivery of certificates for the shares or
other securities purchasable upon such exercise until the date of the reopening
of said transfer books, subject to the terms of the Warrant Agreement.
19
IN WITNESS WHEREOF, TALX CORPORATION has caused the signature of its
President and Secretary to be printed hereon and its corporate seal to be
printed hereon.
Dated:
TALX CORPORATION
By: _____________________________________
President
Attest:
___________________________________
Secretary
20
FORM OF ASSIGNMENT
(To be executed by the registered holder if such holder desires to transfer the
Warrant Certificates.)
FOR VALUE RECEIVED ____________________________________________ hereby
sells, assigns and transfers unto ___________________________________________
this Warrant Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint _____________________________
_______________________________________________ to transfer the within Warrant
Certificate on the books of the within-named Company, with full power of
substitution.
Dated: _______________________, _____
__________________________________________
Signature
Signature Guaranteed:
NOTICE
The signature on the foregoing Assignment must correspond in all respects
to the name as written upon the face of this Warrant Certificate, without
alteration, enlargement or any change whatsoever.
21
FORM OF
ELECTION TO PURCHASE
(To be executed if holder desires to exercise the Warrant Certificate).
TO TALX CORPORATION:
The undersigned hereby irrevocably elects to exercise __________
Warrants represented by this Warrant Certificate to purchase the shares of
Common Stock issuable upon the exercise of such Warrants and requests that
certificates for such shares be issued in the name of:
Please insert social security or other
identifying number
______________________________
________________________________________________________________________________
(Please print name and address)
________________________________________________________________________________
If such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, a new Warrant Certificate for the balance remaining of such
Warrants shall be registered in the name of and delivered to:
Please insert social security or other
identifying number
______________________________
________________________________________________________________________________
(Please print name and address)
________________________________________________________________________________
Reference is made to the representations of the Warrant Holder in
Section 13 of the Warrant Agreement dated October __, 1996 to which this Warrant
relates. By its execution of this election to purchase, the undersigned
represents that it has renewed and hereby reaffirms such representations.
Dated:_______________, 19__
__________________________________________
Signature
Signature Guaranteed:
22
NOTICE
The signature on the foregoing election to purchase must correspond in all
respects to the name as written upon the face of this Warrant Certificate,
without alteration, enlargement or any change whatsoever.
23
