EXHIBIT 4.1
DATED APRIL 30, 2000
--------------------
AROC INC.
________________________________
WARRANT AGREEMENT
relating to the issuance of
Series J Warrants of
AROC Inc.
_______________________________
THIS WARRANT AGREEMENT (the "Agreement") is entered into as of April 30,
2000 among AROC Inc., a Delaware corporation ("the Company") and those persons
identified on the signature page of this Agreement as Warrant Holders (the
"Warrant Holders").
Recitals
The Warrant Holders have concurrently with this Warrant Agreement, entered
into a Purchase Agreement (the "Subordinated Debt Purchase Agreement") by and
between the Company and the Warrant Holders providing for the Warrant Holders to
purchase from the Company the Company's 12% Subordinated Notes due 2007 and
warrants to purchase the Company's Common Stock.
One of the conditions to the completion of the Subordinated Debt Purchase
Agreement is that the Company shall enter into this Warrant Agreement.
Now, therefore, in consideration of the premises and the mutual agreements
of the parties, the parties to this Agreement hereby agree as follows:
Agreement
I. INTERPRETATION
In this Warrant Agreement, unless the context otherwise requires, the
expressions defined in the particulars of Warrants set out in the Schedule
hereto shall have the meanings thereby given.
II. WARRANTS
A. The Warrants shall be constituted as 39,541,233 Series "J" Warrants
entitling the holders to subscribe for shares of the common stock,
$0.001 par value per share (the "Common Stock") of the Company at a
fixed price of $0.01 per share (subject to the provisions of the
Schedule hereto) at any time prior to 5:00 p.m. (Tulsa, Oklahoma time)
on April 30, 2007, the final date for exercise of a Warrant being the
"Expiration Date" and the price payable upon exercise of a Warrant
being the "Subscription Price".
B. Each of the Warrant Holders represents and agrees as follows:
(i) It has the requisite power and authority to enter into and
perform this Agreement and this Agreement and any other documents executed
by it in connection with this Agreement will, when executed, constitute
binding obligations of the Warrant Holder enforceable in accordance with
their respective terms.
(ii) It is an "accredited investor" as that term is defined in the
Securities Act of 1933, as amended, and is acquiring the Warrants for its
own account, and has received all information it believes necessary to
evaluate its investment in the Warrants.
2
(iii) Each of the Warrant Holders hereby acknowledges and confirms
that the Warrants and the Common Stock, whether issued or arising as a
consequence of exercise of the Warrants will be "restricted securities"
under the United States Securities Act of 1933 (as amended) and that the
ability to resell such Warrants and such Common Stock will therefore be
limited.
C. The Company represents and agrees as follows:
(i) The representations and warranties made by it in Subordinated
Debt Purchase Agreement are true and correct.
(ii) The execution and performance of this Agreement by it has been
duly and validly authorized by its board of directors, and, subject to the
Charter Amendment, no other corporate action is necessary to authorize the
execution, delivery and performance of this Agreement by it. Subject to the
Charter Amendment, it has full, absolute and unrestricted right, power and
authority to execute and perform this Agreement and to carry out the
transactions contemplated hereby. This Agreement has been duly and validly
executed by it and this Agreement and any other documents executed by it in
connection with this Agreement is constitute valid and binding obligations
of it, enforceable in accordance with their respective terms.
III. CERTIFICATES
Every Warrant Holder shall be entitled to receive one certificate for each
Series of the Warrant(s) held by him but joint holders shall be entitled to
only one certificate in respect of the Warrants held jointly by them which
certificates shall be delivered to the joint holder whose name stands first
in the Register. The Company shall comply with the terms and conditions of
the Schedule hereto and the Warrants shall be held subject to such terms
and conditions all of which terms shall be deemed to be incorporated in
this Warrant Agreement and shall be binding on the Company and the Warrant
Holders and all persons claiming through or under them respectively.
IV. APPOINTMENT OF WARRANT AGENT
The Company may in its absolute discretion by resolution of its Board of
Directors appoint as agent of the Company such person or persons as it
thinks fit to act in connection with the issue, registration, transfer and
exchange or otherwise of warrants (the "Warrant Agent"). The Company agrees
that the Warrant Agent shall perform the duties and obligations required of
it in accordance with the terms and conditions of the Schedule hereto and
any other terms that the Company sees fit and to undertake all
responsibilities hereby vested for the time being in the Company.
V. MISCELLANEOUS
A. The representations, warranties, covenants and agreements of the
parties to this Agreement shall survive after the Offer is declared
unconditional.
3
B. Except as otherwise provided in this Agreement, the parties shall each
pay their own expenses and costs in connection with this Agreement and
the transactions contemplated hereby.
C. Subject to the requirements of law and regulatory bodies, no party
shall make any public announcement or press release with respect to
this transaction without first consulting with the other parties and
giving such parties the opportunity to review and comment thereon.
D. This Agreement and all of the provisions hereof shall be binding upon
and inure to the benefit of the parties hereto and their respective
heirs, personal representatives, successors and assigns.
E. Any provision of this Agreement that is prohibited or unenforceable in
any jurisdiction shall, in such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating
the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
F. This Agreement (including the instruments between the parties referred
to herein and any waivers delivered pursuant hereto) constitutes the
entire agreement among the parties with respect to the subject matter
hereof and supersedes all other prior agreements and understandings,
both written and oral, among the parties, or any of them, with respect
to the subject matter hereof. The exhibits are a part of this Agreement
as if fully set forth herein. All references to articles, sections,
subsections, paragraphs, clauses, exhibits and schedules shall be
deemed references to such part of this Agreement, unless the context
shall otherwise require.
G. No supplement, modification, or amendment of this Agreement or waiver
of any provision of this Agreement will be binding unless executed in
writing by, or on behalf of, all parties to this Agreement. No waiver
of any of the provisions of this Agreement will be deemed or will
constitute a waiver of any other provision of this Agreement
(regardless of whether similar), nor will any such waiver constitute a
continuing waiver unless otherwise expressly provided.
H. Descriptive headings contained herein are for convenience of reference
only and shall not affect the meaning or interpretation hereof.
I. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original but all of which together
shall constitute but one agreement.
J. The parties shall execute, acknowledge and deliver or cause to be
executed, acknowledged and delivered such instruments and take such
other action as may be necessary or advisable to carry out their
obligations under this Agreement and
4
under any document, certificate or other instrument delivered pursuant
hereto or required by law.
5
IN WITNESS whereof the undersigned have caused this Warrant Agreement to be duly
executed and issued the day and year first above written.
The Company:
AROC INC.
By: ____________________________________
Name: __________________________________
Title: _________________________________
Warrant Holders:
ENCAP EQUITY 1996 LIMITED PARTNERSHIP
(Holder of 20,933,594 Series J Warrants)
By: ENCAP INVESTMENTS L.L.C.
By: ____________________________________
Name: __________________________________
Title: _________________________________
ENERGY CAPITAL INVESTMENT COMPANY PLC
(Holder of 6,977,865 Series J Warrants)
By: ____________________________________
Name: __________________________________
Title: _________________________________
EL PASO CAPITAL INVESTMENTS, L.L.C.
(Holder of 11,629,774 Series J Warrants)
By: ____________________________________
Name: __________________________________
Title: _________________________________
6
SCHEDULE
1. Subscription Rights
(a) At any time after the Company has obtained approval of the increase in
authorized shares of Common stock of the Company in an amount
sufficient to permit the exercise of all of the Company's then
outstanding warrants and the conversion of all of its then outstanding
Series A Convertible Preferred Stock (the "Charter Amendment"), then a
registered holder (a "holder") of a Warrant shall have the right,
exercisable in accordance with paragraph 1(c) below, to subscribe (the
"subscription rights") in cash on any date on or after January 1,
2001, but prior to the Expiration Date in respect of such Warrant, on
the following terms: for each Warrant specified in the Warrant
certificate one share of Common Stock at the Subscription Price in
respect of such Warrant payable in full on subscription. The number of
shares of Common Stock to be subscribed and the subscription price are
subject to adjustment pursuant to paragraph 2 below. The subscription
rights will not be exercisable in respect of a fraction of a share of
Common Stock. Failure to exercise a Warrant prior to 5:00 p.m. (Tulsa,
Oklahoma time) on the relative Expiration Date will mean that the
Warrant shall become void and all rights attaching to such Warrant
shall cease.
(b) The number of Warrants to which each registered holder of Warrants
shall be entitled shall be evidenced by a Warrant certificate issued
by the Company. Warrant certificates shall be dated as of the date of
issue, whether on initial issue, transfer, exchange or in lieu of
mutilated, lost, stolen or destroyed Warrant certificates. Warrants
shall be deemed to have been exercised immediately prior to the close
of business on the date of the surrender for exercise of the Warrant
certificate.
(c) In order to exercise the subscription rights in respect of any
Warrants, the registered Warrant Holder must, after completing the
notice of exercise on his Warrant certificate, deliver it to the
office of the Warrant Agent for the Company accompanied by a
remittance for the total subscription price of the shares of Common
Stock in respect of which the subscription rights are being exercised.
Once delivered, a notice of subscription shall be irrevocable except
with the consent of the Directors of the Company.
(d) Shares of Common Stock issued pursuant to the exercise of subscription
rights will be issued not later than 14 days after, and with effect
from, the date on which the related duly completed subscription notice
shall be delivered to the Warrant Agent for the Company (the
"subscription date") and Common Stock certificates in respect of such
shares of Common Stock will be issued free of charge and mailed (at
the risk of the persons entitled thereto) not later than 14 days after
the relevant subscription date to the first named person in whose name
the Warrants are registered at the relevant subscription date or
(subject as provided by law) to such other persons as may be named in
the form of nomination upon the reverse of the Warrant certificate. In
the event that not all of the Warrants evidenced by a Warrant
certificate are exercised, the Company shall at the same time issue
for no payment a fresh Warrant
1
certificate in the name of the Warrant Holder for any balance of the
subscription rights remaining exercisable.
(e) Shares of Common Stock issued pursuant to the exercise of subscription
rights will not be deemed outstanding for any dividends or other
distributions declared, made or paid in respect of any financial year
of the Company prior to the financial year in which the relevant
subscription date falls, nor shall they be deemed outstanding for any
dividends or other distributions declared, made or paid on a date (or
by reference to a record date) prior to the relevant subscription date
but, subject thereto, will be treated pari passu in all other respects
with the shares of Common Stock issued at the relevant subscription
date including being deemed issued for all dividends and other
distributions in respect of the financial year in which the relevant
subscription date occurs provided that on any issuance failing to be
made pursuant to paragraph 3(c) below the shares of Common Stock so to
be issued shall not be deemed outstanding for any dividends or other
distributions declared, made or paid by reference to a record date
prior to the date of issuance.
(f) To the extent not then exercised, all subscription rights in respect
of the Warrants shall lapse at 5:00 p.m. (Tulsa, Oklahoma time) on the
Expiration Date in respect of such Warrants.
(g) No sale, offering or transfer of the Warrants or the shares underlying
the Warrants is permitted unless validly registered under the
Securities Act of 1933, as amended, or exempt from the registration
requirements of that Act.
2. Adjustment of Subscription Price
(a) If, on a date (or by reference to a record date) on or before the
relative Expiration Date in respect of a Warrant, the Company shall
issue any Common Stock by way of dividend to holders of Common Stock
of record on a date (or by reference to a record date) before the
relative Expiration Date or upon any consolidation or sub-division of
the Common Stock before such Expiration Date, the number of shares of
Common Stock to be issued on any subsequent exercise of the
subscription rights in respect of that Warrant will be increased or,
as the case may be, reduced in due proportion and the subscription
price per share of Common Stock will be adjusted accordingly. On any
such dividend, consolidation or sub-division the Company will cause
the auditors of the Company to verify the correctness of the
appropriate adjustments and, within 28 days of such adjustments,
notice will be sent to each Warrant Holder of the adjusted number of
shares of Common Stock to which the Warrant Holder is entitled to
subscribe in consequence thereof, fractional entitlements being
ignored, such notice being accompanied by a new Warrant certificate in
respect of such adjusted number of shares of Common Stock.
(b) If, on a date (or by reference to a record date) on or before the
relative Expiration Date, the Company makes any offer or invitation
(whether by rights issue, rights offer or otherwise but not being an
offer to which paragraph 3(c) below applies or an offer
2
of shares in lieu of a cash dividend payment) to the holders of Common
Stock in their capacity as such, or any offer or invitation is made to
such holders otherwise than by the Company, then the Company shall, as
far as it is able, cause at the same time the same offer or invitation
to be made to the then Warrant Holders as if their subscription rights
had been exercisable and had been exercised on the day immediately
preceding the date (or record date) of such offer or invitation on the
terms (subject to any adjustment pursuant to paragraph 2(a) above) on
which the same could have been exercised on the basis then applicable
provided that, if the Directors shall so resolve, in the case of any
offer or invitation made by the Company, the Company shall not be
required to cause the same offer or invitation to be made to the
Warrant Holders but the subscription price and/or the number of shares
of Common Stock to be subscribed on any subsequent exercise of the
subscription rights shall be adjusted accordingly. The Company will
cause the auditors of the Company to certify in writing the
appropriateness of the adjustments and, within 28 days, notice will be
sent to each Warrant Holder together with a new Warrant certificate in
respect of the adjusted number of share of Common Stock to which that
Warrant Holder is entitled to subscribe in consequence thereof,
fractional entitlements being ignored.
(c) No adjustment shall be made to the subscription price of a Series of
Warrants pursuant to paragraph 2(a) or (b) if such adjustment would
(taken together with the amount of any adjustment carried forward
under the provisions of this paragraph 2(c)) be less than 1 percent of
the relative subscription price then in force and on any adjustment
the adjusted subscription price will be rounded down to the nearest
$0.01. Any adjustment not so made and any amount by which the
subscription price is rounded down will be carried forward and taken
into account in any subsequent adjustment.
3. Other Provisions
So long as any subscription rights remain exercisable:
(a) after obtaining approval of the Charter Amendment, the Company shall
reserve for issuance sufficient authorized but unissued shares to
satisfy in full (without the need for the passing of any further
resolution by shareholders) all subscription rights remaining
exercisable;
(b) the Company shall not (except with the consent of the holders of at
least three-fourths of the Warrants of each Series) issue any Common
Stock by way of a dividend nor make any such offer as is referred to
in paragraph 2(b) above if as a result the Company would on any
subsequent exercise of the subscription rights be obliged to issue
Common Stock for less than the par value thereof;
(c) if at any time an offer or invitation is made by the Company to the
holders of Common Stock for the purchase by the Company of any of its
Common Stock, the Company shall simultaneously give notice thereof to
the Warrant Holders and each
3
such Warrant Holder shall be entitled at any time while such offer or
invitation is open for acceptance to exercise his subscription rights
as if they were then exercisable so as to take effect as if he had
exercised his rights immediately prior to the date (or record date) of
such offer or invitation;
(d) if the Company commences liquidation, whether voluntary or compulsory
(except on terms sanctioned by the consent of the holders of at least
three-fourths of the Warrants), it shall forthwith give notice thereof
to all holders of Warrants; thereupon each Warrant shall be
exercisable and each holder of a Warrant will (if in such winding-up
there shall be a surplus available for distribution among the holders
of Common Stock (including for this purpose the Common Stock which
would be issued on the exercise of all the outstanding subscription
rights) which, taking into account the amounts payable on the exercise
of the subscription rights, exceeds in respect of each share of Common
Stock a sum equal to the subscription price) be deemed, as of
immediately before the date of such order or resolution, to have
exercised his subscription rights in full and shall accordingly be
entitled to receive out of the assets available on liquidation pari
passu with the holders of the Common Stock such a sum as he is
entitled as a holder of Common Stock to which he becomes entitled by
virtue of such subscription after deducting a sum per share equal to
the subscription price; subject to the foregoing, all subscription
rights shall lapse on liquidation of the Company; and
(e) the Company shall not (except with the consent of the holders of at
least three-fourths of the Warrants of each Series) issue Common Stock
by way of a dividend unless at the date of such issuance the Directors
have authority to grant the additional rights to subscribe to which
the Warrant Holders will by virtue of paragraph 2(a) above to be
entitled in consequence of such capitalization.
4. Modification of Rights and Warrant Instrument
All or any of the rights attached to the Warrants may from time to time
(whether or not the Company is being wound up) be altered or abrogated with
the consent of the holders of at least three-fourths of the Warrants of
each Series affected by such alteration or abrogation. Such alteration or
abrogation approved as aforesaid shall be effected by a majority vote of
the Board of Directors executed by the Company and expressed to be
supplemental to this Warrant Instrument. Modifications to this Warrant
Instrument which are of a formal, minor or technical nature, or made to
correct a manifest error, or any modifications which the Directors consider
appropriate may be effected by a majority vote of the Board of Directors
executed by the Company and expressed to be supplemental to this Warrant
Instrument and notice of such alteration or abrogation or modification
shall be given by the Company to the Warrant Holders.
5. Purchase by the Company
4
The Company shall be entitled at any time to purchase Warrants on the open
market or otherwise. Any Warrants so purchased shall be canceled
immediately and shall not be available for re-issue.
6. Transfer
(a) The Warrants will be registered and transferable in whole or in part
by instrument of transfer in any usual or common form or in any other
form which may be approved by the Board of Directors except that no
transfer of a right to subscribe for a fraction of a share of Common
Stock shall be effected. Except insofar as the same would be
inconsistent with this Warrant Instrument, the provisions of the
Bylaws of the Company relating to the registration, transfer and
transmission of shares shall apply mutatis mutandis to the Warrants.
(b) Notwithstanding any other provision contained herein, for so long as
any Regulated Entity (as defined herein) holds any Warrants which,
upon exercise, would result in such Regulated Entity holding more than
5% of the outstanding Common Stock, such Regulated Entity may only
transfer the Warrants under the following circumstances: (i) in a
widely distributed public offering; (ii) in a transfer pursuant to
Rule 144 under the United States of America ("U.S.") Securities Act of
1933, as amended, or any similar rule then in force; (iii) in a
transfer where the Common Stock underlying the Warrants being
transferred represent two percent or less of the outstanding Common
Stock (not including the transfer from the Regulated Entity); (v) in a
transfer to the Company; (vi) in a transfer to an affiliate or such
holder or any other Regulated Entity; or (vii) in any method of
transfer permitted by the Board of Governors of the Federal Reserve
System of the U.S.
Once such Regulated Entity holds Warrants and share of Common Stock
which, after exercise of the Warrants, would constitute 5.0% or less
of the outstanding Common Stock, the foregoing restrictions on
transfer shall cease to apply.
"Regulated Entity" means (i) any entity that is a "bank holding
company" (as defined in Section 2(a) of the U.S. Bank Holding Company
Act of 1956, as amended (the "BHC Act")) or any non-bank subsidiary of
such an entity or (ii) any entity that, pursuant to Section 8(a) of
the U.S. International Banking Act of 1978, as amended, is subject to
the provisions of the BHC Act or any non-bank subsidiary of such an
entity.
7. Indemnification of Warrant Agent
(a) The Warrant Agent shall act as Agent of the Company. The Warrant Agent
shall not, by issuing and delivering Warrant certificates or by any
other act, be deemed to make any representations as to the validity or
value of the Warrant certificates or the Warrants represented thereby
or of the Common Stock or other property delivered on exercise of any
Warrant. The Warrant Agent shall not be under any duty or
responsibility to any holder of the Warrant certificates to make or
cause to be made
5
any adjustment of the Subscription Price or to determine whether any
fact exists which may require any such adjustments.
(b) The Warrant Agent shall not (i) be liable for any statement or fact
contained in this instrument or for any action taken or omitted by it
in reliance on any Warrant certificate or other document or instrument
believed by it in good faith to be valid and to have been signed or
presented by the proper party or parties, (ii) be responsible for any
failure on the part of the Company to comply with any of its covenants
and obligations contained in this instrument or in the Warrant
certificates, or (iii) be liable for any act or omission in connection
with this Agreement except for its own negligence or willful
misconduct.
(c) The Warrant Agent may at any time seek legal advice of counsel (who
may be counsel to the Company) and shall incur no liability or
responsibility for any action taken or omitted by it in good faith in
accordance with such notice, statement, instrument, request,
direction, order or demand.
(d) Any notice, statement, instruction, request, direction, order or
demand of the Company shall be sufficiently evidenced by an instrument
signed by any officer of the Company. The Warrant Agent shall not be
liable for any action taken or omitted by it in accordance with such
notice, statement, instruction, request, direction, order or demand.
(e) The Company agrees to pay the Warrant Agent reasonable compensation
for its services hereunder and to reimburse the Warrant Agent for its
reasonable expenses. The Company further agrees to indemnify the
Warrant Agent against any and all losses, expenses and liabilities,
including judgments, costs and fees, for any action taken or omitted
by the Warrant Agent in the execution of its duties and powers,
excepting losses, expenses and liabilities arising as a result of the
Warrant Agent's negligence or willful misconduct.
8. General
(a) The Company will concurrently with the issue of the same to holders of
Common Stock send to each holder of a Warrant (or, in the case of
joint holders, to the first named) a copy of each published annual
report and accounts of the Company and unaudited interim report of the
Company together with all documents required by law to be annexed
thereto, and copies of every statement, notice or report issued to
holders of Common Stock.
(b) For the purposes of this Warrant Instrument, "business day" means a
day (excluding Saturdays and public holidays) on which banks in the
States of Oklahoma and Texas are open for business. All the provisions
of the Bylaws of the Company as to meetings of the shareholders shall
apply mutatis mutandis as though each series of the Warrants formed a
separate class of Common Stock of the Company but so that (i) the
period of notice shall be 21 days at least, (ii) the necessary quorum
shall be
6
Warrant Holders of the relevant series (present in person or
by proxy) entitled to subscribe for one-third of the Common Stock
attributable to the then outstanding Warrants of that series, (iii)
every Warrant Holder present in person at any such meeting shall be
entitled to one vote for every such share of Common Stock for which he
is entitled to subscribe, and (iv) if at any adjourned meeting a
quorum as defined above is not present, a Warrant Holder who is then
present in person or by proxy shall be a quorum.
(c) The invalidity of any undertaking, or any part of any undertaking, in
paragraph 3 shall not affect the validity of any other part of that
paragraph.
(d) Any determination or adjustment made pursuant to these terms and
conditions by the auditors of the Company shall be made by them as
experts and not arbitrators and shall be final and binding on the
Company and all Warrant Holders.
9. Governing Law
THIS AGREEMENT AND THE LEGAL RELATIONS AMONG THE PARTIES HERETO SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE
OF OKLAHOMA, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.
7
WARRANT CERTIFICATE
---------------------------------------------------------------
Date
_______________, ____
---------------------------------------------------------------
Certificate No. Exercise Price per Share Number of Warrants
J_______ $____ _______
---------------------------------------------------------------
AROC INC.
_________________________________
SERIES "J" WARRANTS TO SUBSCRIBE FOR COMMON SHARES
THIS IS TO CERTIFY that _________________ of _________________________________
is the Registered holder of Warrants to subscribe for __________ shares of
common stock, par value $0.001 per share, ("Common Stock") of AROC Inc. subject
to the conditions endorsed hereon and the provisions of the Certificate of
Incorporation of the Company.
AROC Inc.
By: ______________________________
Name: ____________________________
Title: ___________________________
Dated: ___________________, _____
NOTICE OF EXERCISE
To: AROC Inc. (the "Company")
1. I/We, being the registered holder(s) of the Warrants represented by this
certificate, hereby give notice of my/our desire to exercise my/our
subscription rights in respect of _________/1/ shares of Common Stock of
the Company in accordance with the conditions applicable thereto and
request that such shares be issued for the total price of $__________ for
which we enclose my/our check.
2. I/We agree to accept all of the shares of Common Stock of the Company to be
issued to me/us pursuant hereto subject to the Certificate of Incorporation
of the Company. I/We desire all such Common Stock to be registered in
my/our name(s) and hereby authorize the entry of my/our name(s) in the
stock transfer records of the Company in respect thereof and the delivery
of a certificate therefor by United States mail at my/our risk to the
person whose name and address is set out below or, if none is set out, to
the registered address of the sole or first named holder.
3. I/We hereby authorize the delivery of a certificate for the balance (if
any) of the Warrants represented by this certificate which are not
exercised by United States mail at my/our risk to the person whose name and
address is set out below or, if none is set out, to the sole or first named
holders at his/her registered address.
Dated: ____________________________
Signature(s) of Warrant Holder(s)/2/:
_________________________________________________
_________________________________________________
Name/3/: _________________________________________________
__________________________
/1/ Delete or complete as appropriate. If no amount is inserted, the
notice of exercise will be deemed to relate to all of the shares of
common stock subject to the Warrant.
/2/ In the case of joint holders ALL should sign. A corporation or other
entity should execute through an officer or attorney duly authorized
in that behalf in which event the Warrant must be accompanied by the
authority under which this notice is completed.
/3/ Please insert in BLOCK CAPITALS the name and/or the address of the
person to whom you wish the common stock share certificate and any
balance certificate for Warrants to be sent if it is different from
that of the sole or first named Warrantholder.
Address: _______________________________________________________________
