EXHIBIT 10.12
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE
DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT
OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN
COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT ARE
SUBJECT TO CERTAIN AGREEMENTS, INCLUDING, WITHOUT LIMITATION, REDUCTION OF THE
NUMBER OF SHARES OF WARRANT STOCK AVAILABLE FOR ISSUE HEREUNDER, AS SET FORTH IN
A SALARY DEFERRAL AGREEMENT BETWEEN THE COMPANY AND THE INITIAL HOLDER HEREOF,
DATED AS OF MARCH 31, 1996, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF
AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.
DECEMBER 30, 1996
BISCAYNE APPAREL, INC.
(INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA)
WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK
NO. W-6
FOR VALUE RECEIVED, BISCAYNE APPAREL, INC. (the "Company"), a Florida
corporation, hereby certifies that XXXXX XXXXXXXXXX, XX. or transferees or
assigns (the "Holder") is entitled, subject to the provisions of this Warrant,
to purchase from the Company, up to 15,000 fully paid and non-assessable shares
of Common Stock at a price of $0.75 per share (the "Exercise Price").
The term "Common Stock" means the Common Stock, par value $.01 per share,
of the Company as constituted on December 30, 1996 (the "Base Date"). The number
of shares of Common Stock to be received upon the exercise of this Warrant may
be adjusted from time to time as hereinafter set forth. The shares of Common
Stock deliverable upon such exercise, and as adjusted from time to time, are
hereinafter referred to as "Warrant Stock." The term "Other Securities" means
any other equity or debt securities that may be issued by the Company in
addition thereto or in substitution for the Warrant Stock. The term "Company"
means and
includes the corporation named above as well as (i) any immediate or more remote
successor corporation resulting from the merger or consolidation of such
corporation (or any immediate or more remote successor corporation of such
corporation) with another corporation, or (ii) any corporation to which such
corporation (or any immediate or more remote successor corporation of such
corporation) has transferred its property or assets as an entirety or
substantially as an entirety.
Upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Warrant, and (in the case of
loss, theft or destruction) of reason ably satisfactory indemnification, and
upon surrender and cancellation of this Warrant, if mutilated, the Company shall
execute and deliver a new Warrant of like tenor and date. Any such new Warrant
executed and delivered shall constitute an additional contractual obligation on
the part of the Company, whether or not this Warrant so lost, stolen, destroyed
or mutilated shall be at any time enforceable by anyone.
The Holder agrees with the Company that this Warrant is issued, and all
the rights hereunder shall be held subject to, all of the conditions,
limitations and provisions set forth herein.
1. EXERCISE OF WARRANT. This Warrant may be exercised in whole or in
part at any time, or from time to time during the period commencing on January
1, 1997 and expiring 5:00 p.m. Eastern Time on December 31, 2001 (the
"Expiration Date") or, if such day is a day on which banking institutions in New
York are authorized by law to close, then on the next succeeding day that shall
not be such a day, by presentation and surrender of this Warrant to the Company
at its principal office, or at the office of its stock transfer agent, if any,
with the Warrant Exercise Form attached hereto duly executed and accompanied by
payment (either in cash or by bank check, payable to the order of the Company)
of the Exercise Price for the number of shares specified in such form and
instruments of transfer, if appropriate, duly executed by the Holder or his or
her duly authorized attorney. In the alternative, the Exercise Price for the
number of shares specified in the Warrant Exercise Form may be paid by (i)
surrendering to the Company securities of the Company having a fair market value
equal to the Exercise Price, or (ii) deducting from the number of shares of
Warrant Stock to be delivered upon exercise of the Warrant a number of shares
which has an aggregate fair market value equal to the Exercise Price. Fair
market value shall be determined as provided in paragraph 3 hereof. If this
Warrant should be exercised in part only, the Company shall, upon surrender of
this Warrant for cancellation, execute and deliver a new Warrant evidencing the
rights of the Holder thereof to purchase the balance of the shares purchasable
hereunder. Upon receipt by the Company of this Warrant, together with the
Exercise Price, at its office, or by the stock transfer agent of the Company at
its office, in proper form for exercise, the Holder shall be deemed to be the
holder of record of the shares of Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such shares of Common Stock shall not
then be actually delivered to the Holder. The Company shall pay any and all
documentary stamp or
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similar issue or transfer taxes payable in respect of the issue or delivery of
shares of Common Stock on exercise of this Warrant. Notwithstanding any other
provisions hereof, if an exercise of any portion of the Warrant is to be made in
connection with a public offering of Common Stock, the exercise of any portion
of this Warrant may at the election of the Holder be conditioned upon the
consummation of such transaction, in which case such exercise shall not be
deemed to be effective until the consummation of such transaction.
2. RESERVATION OF SHARES; LISTING OF SHARES. The Company will at all
times reserve for issuance and delivery upon exercise of this Warrant all shares
of Common Stock or other shares of capital stock of the Company (and Other
Securities) from time to time receivable upon exercise of this Warrant. All such
shares (and Other Securities) shall be duly authorized and, when issued upon
such exercise, shall be validly issued, fully paid and non-assessable and free
of all preemptive rights. The Company will use its best efforts to cause the
Warrant Stock, immediately upon such exercise, to be listed on any domestic
securities exchange upon which shares of Common Stock are listed at the time of
such exercise.
3. FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant, but the
Company shall pay the holder an amount equal to the fair market value of such
fractional share of Common Stock in lieu of each fraction of a share otherwise
called for upon any exercise of this Warrant. For purposes of this Warrant, the
fair market value of a share of Common Stock shall be determined as follows:
(a) If the Common Stock is listed on a National Securities
Exchange or admitted to unlisted trading privileges on such exchange or listed
for trading on the NASDAQ system, the current market value shall be the last
reported sale price of the Common Stock on such exchange or system on the last
business day prior to the date of exercise of this Warrant or if no such sale is
made on such day, the average of the closing bid and asked prices for such day
on such exchange or system; or
(b) If the Common Stock is not so listed or admitted to unlisted
trading privileges, the current market value shall be the mean of the last
reported bid and asked prices reported by the National Quotation Bureau, Inc. on
the last business day prior to the date of the exercise of this Warrant; or
(c) If the Common Stock is not so listed or admitted to unlisted
trading privileges and bid and asked prices are not so reported, the current
market value shall be an amount, not less than book value thereof as at the end
of the most recent fiscal year of the Company ending prior to the date of the
exercise of the Warrant, determined in such reasonable manner as may be
prescribed by the Board of Directors of the Company.
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4. EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is
exchangeable, without expense, at the option of the Holder, upon presentation
and surrender hereof to the Company or at the office of its stock transfer
agent, if any, for other Warrants of different denominations, entitling the
Holder or Holders thereof to purchase in the aggregate the same number of shares
of Common Stock purchasable hereunder. Upon surrender of this Warrant to the
Company or at the office of its stock transfer agent, if any, with the
Assignment Form annexed hereto duly executed and funds sufficient to pay any
transfer tax, the Company shall, without charge, execute and deliver a new
Warrant in the name of the assignee named in such instrument of assignment and
this Warrant shall promptly be canceled. This Warrant may be divided or combined
with other Warrants that carry the same rights upon presentation hereof at the
office of the Company or at the office of its stock transfer agent, if any,
together with a written notice specifying the names and denominations in which
new Warrants are to be issued and signed by the Holder hereof.
5. RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder in the Company, either at law or in
equity, and the rights of the Holder are limited to those expressed in this
Warrant.
6. ANTI-DILUTION PROVISIONS. In order to prevent dilution of the rights
granted under the Warrant, the following provisions shall apply:
6.1 ADJUSTMENT FOR RECAPITALIZATION. If the Company shall at any
time subdivide its outstanding shares of Common Stock (or other securities at
the time receivable upon the exercise of the Warrant) by recapitalization,
reclassification or split-up thereof, or if the Company shall declare a stock
dividend or distribute shares of Common Stock to its shareholders, the number of
shares of Common Stock subject to this Warrant immediately prior to such
subdivision shall be proportionately increased, and if the Company shall at any
time combine the outstanding shares of Common Stock by recapitalization,
reclassification or combination thereof, the number of shares of Common Stock
subject to this Warrant immediately prior to such combination shall be
proportionately decreased. Any such adjustment and adjustment to the Exercise
Price pursuant to this Section 6.1 shall be effective at the close of business
on the effective date of such subdivision or combination or if any adjustment is
the result of a stock dividend or distribution then the effective date for such
adjustment based thereon shall be the record date therefor.
6.2 ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC. In
case of any reorganization of the Company (or any other corporation, the
securities of which are at the time receivable on the exercise of this Warrant)
after the Base Date or in case after such date the Company (or any such other
corporation) shall consolidate with or merge into another corporation or convey
all or substantially all of its assets to another corporation, then, and in each
such case, the Holder of this Warrant upon the exercise thereof as provided in
Section 1.1 at any time after the consummation of such reorganization,
consolidation, merger or conveyance, shall be entitled
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to receive, in lieu of the securities and property receivable upon the exercise
of this Warrant prior to such consummation, the securities or property to which
such Holder would have been entitled upon such consummation if such Holder had
exercised this Warrant immediately prior thereto; in each such case, the terms
of this Warrant shall be applicable to the securities or property receivable
upon the exercise of this Warrant after such consummation.
6.3 ADJUSTMENT OF EXERCISE PRICE. Whenever the number of shares of
Common Stock purchasable upon the exercise of this Warrant is adjusted, as
provided in this Section 6, the Exercise Price shall be adjusted to the nearest
cent by multiplying such Exercise Price immediately prior to such adjustment by
a fraction (x) the numerator of which shall be the number of shares of Common
Stock purchasable upon the exercise immediately prior to such adjustment, and
(y) the denominator of which shall be the number of shares of Common Stock so
purchasable immediately thereafter.
6.4 NO DILUTION. The Company will not, by amendment of its Articles
of Incorporation or through reorganization, consolidation, merger, dissolution,
issue or sale of securities, sale of assets or any other voluntary action, avoid
or seek to avoid the observance or performance of any of the terms of the
Warrant, but will at all times in good faith assist in the carrying out of all
such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder of this Warrant against
dilution or other impairment. Without limiting the generality of the foregoing,
while any Warrant is outstanding, the Company (a) will not permit the par value,
if any, of the shares of stock receivable upon the exercise of this Warrant to
be above the amount payable therefor upon such exercise and (b) will take all
such action as may be necessary or appropriate in order that the Company may
validly and legally issue or sell fully paid and non-assessable stock upon the
exercise of all Warrants at the time outstanding.
6.5 CERTIFICATE AS TO ADJUSTMENTS. In each case of an adjustment in
the number of shares of Common Stock receivable on the exercise of the Warrant,
the Company at its expense will promptly compute such adjustment in accordance
with the terms of the Warrant and prepare a certificate executed by an executive
officer of the Company setting forth such adjustment and showing in detail the
facts upon which such adjustment is based. The Company will forthwith mail a
copy of each such certificate to each Holder.
6.6 NOTICES OF RECORD DATE, ETC. In case:
(a) the Company shall take a record of the holders of its Common
Stock (or Other Securities at the time receivable upon the exercise of the
Warrant) for the purpose of entitling them to receive any dividend or other
distribution, or any right to subscribe for, purchase or otherwise acquire any
shares of stock of any class or any other securities, or to receive any other
right; or
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(b) of any capital reorganization of the Company, any
reclassification of the capital stock of the Company, any consolidation or
merger of the Company with or into another corporation, or any conveyance of all
or substantially all of the assets of the Company to another corporation; or
(c) of any voluntary or involuntary dissolution, liquidation or
winding up of the Company, then, and in each such case, the Company shall mail
or cause to be mailed to each holder of the Warrant at the time outstanding a
notice specifying, as the case may be, (i) the date on which a record is to be
taken for the purpose of such dividend, distribution or right, and stating the
amount and character of such dividend, distribution or right, or (ii) the date
on which such reorganization, reclassification, consolidation, merger,
conveyance, dissolution, liquidation or winding up is to take place, and the
time, if any is to be fixed, as to which the holders of record of Common Stock
(or such other securities at the time receivable upon the exercise of the
Warrant) shall be entitled to exchange their shares of Common Stock (or such
other securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding up. Such notice shall be mailed at least 20
days prior to the date therein specified and the Warrant may be exercised prior
to said date during the term of the Warrant.
7. REGISTRATION RIGHTS.
7.1 PIGGYBACK REGISTRATION RIGHTS. If the Company, at any time
during the period commencing on the date hereof and ending on the Expiration
Date, proposes to file a registration statement on a general form for
registration under the Securities Act, other than a registration effected solely
to implement any employee benefit plan or a transaction to which Rule 145
promulgated under the Securities Act is applicable, and relating to securities
issued or to be issued by it, then it shall give written notice of such proposal
to each Holder at least 30 days prior to filing such registration statement with
the Securities and Exchange Commission. If, within 20 days after the giving of
such notice, the Holder shall request in writing that all or any shares of
Warrant Stock or Other Securities issued or issuable to the Holder upon exercise
of this Warrant be included in such proposed registration, the Company will also
register such securities as shall have been requested in writing; provided,
however, that:
(a) the Holder shall cooperate with the Company in the
preparation of such registration statement to the extent required to furnish
information concerning such owners therein;
(b) the Holder may not request that its shares of Warrant Stock
or Other Securities be included, pursuant to this Section 7.1, in more than two
registration statements;
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(c) if any underwriter or managing agent is purchasing or
arranging for the sale of the securities then being offered by the Company under
such registration statement, then the Holder (i) shall agree to have the
securities being so registered sold to or by such underwriter or managing agent
on terms substantially equivalent to the terms upon which the Company is selling
the securities so registered, or (ii) if such underwriter or managing agent so
requests, shall delay the sale of such securities for the 90 day period
commencing with the effective date of the registration statement; and
(d) (i) if in the written opinion of the Company's managing
underwriter, if any, for the offering contemplated by such registration
statement, the inclusion of all or a portion of the shares of Warrant Stock or
Other Securities requested to be registered, when added to the securities being
registered by the Company or any selling security holder, will exceed the
maximum amount of the Company's securities which can be marketed (A) at a price
reasonably related to their then current market value, or (B) without otherwise
materially adversely affecting the entire offering, then the Company may exclude
from such offering a pro rata portion of the shares of Warrant Stock or Other
Securities requested to be registered as required by the managing underwriter;
(ii) if securities are proposed to be offered for sale
pursuant to such registration statement by other security holders of the Company
and the total number of securities to be offered by the holders of all the
Warrants and shares of Warrant Stock and Other Securities and such other selling
security holders is required to be reduced pursuant to a request from the
managing underwriter (which request shall be made only for the reasons and in
the manner set forth above) the aggregate number of shares of Warrant Stock and
Other Securities to be offered by the Holders pursuant to such registration
statement shall equal the number which bears the same ratio to the maximum
number of securities that the underwriter believes may be included for all the
selling security holders (including the Holders of all the Warrants) as the
original number of shares of Warrant Stock or Other Securities proposed to be
sold by the Holders of all the Warrants bears to the total original number of
securities proposed to be offered by the Holders of all the Warrants and the
other selling security holders; and
(iii) and in the event the Company exercises the rights
granted under this Section 7.1, the Holder(s) shall retain any remaining
piggyback registration rights for their shares of Warrant Stock or Other
Securities (to the extent not registered) as set forth in this Section 7.1.
7.2 COMPANY OBLIGATIONS. In connection with the filing of a
registration statement pursuant to Section 7.1, the Company shall:
(a) notify the Holders as to the filing thereof and of all
amendments thereto filed prior to the effective date of said registration
statement;
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(b) notify the Holders promptly after it shall have received
notice of the time when the registration statement becomes effective or any
supplement to any prospectus forming a part of the registration statement has
been filed;
(c) prepare and file without expense to the Holders any
necessary amendment or supplement to such registration statement or prospectus
as may be necessary to comply with Section 10(a)(3) of the Securities Act or
advisable in connection with the proposed distribution of the securities by the
Holders;
(d) take all reasonable steps to qualify the shares of Warrant
Stock or Other Securities, issued or issuable upon exercise of this Warrant for
sale under the securities or blue sky laws of such reasonable number of states
as such Holders may designate in writing and to register or obtain the approval
of any federal or state authority which may be required in connection with the
proposed distribution, except, in each case, in jurisdictions in which the
Company must either qualify to do business or file a general consent to service
of process as a condition to the qualification of such securities;
(e) notify the Holders of any stop order suspending the
effectiveness of the registration statement and use its reasonable best efforts
to remove such stop order;
(f) undertake to keep such registration statement and prospectus
effective for a period of nine months after its effective date; and
(g) furnish to the Holders as soon as available, copies of any
such registration statement and each preliminary or final prospectus and any
supplement or amendment required to be prepared pursuant to the foregoing
provisions of Section 7.1 hereof, all in such quantities as the Holders may from
time to time reasonably request.
7.3 FEES AND EXPENSES. The Holders of the shares of Warrant Stock or
Other Securities being so registered agree to pay all applicable underwriting
discounts and commissions, brokerage commissions and transfer taxes with respect
to the securities owned by them being registered. The Company will pay all other
costs and expenses in connection with a registration statement to be filed
pursuant to Section 7.1 hereof including, without limitation, the fees and
expenses of counsel for the Company and the Holders, the fees and expenses of
its accountants and all other costs and expenses incident to the preparation,
printing and filing under the Securities Act of any such registration statement,
each prospectus and all amendments and supplements thereto, the costs incurred
in connection with the qualification of such securities for sale in such
reasonable number of states as Holders have designated, including fees and
disbursements of counsel for the Company, and the costs of supplying a
reasonable number of copies of the registration statement, each preliminary
prospectus, final prospectus and any supplements or amendments thereto to such
Holders.
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7.4 INDEMNIFICATION. The Company agrees to enter into an appropriate
cross-indemnity agreement with any underwriter (as defined in the Securities
Act) for such Holders in connection with the filing of a registration statement
pursuant to Sections 7.1 hereof. If the Company shall file any registration
statement including therein all or any part of the shares of Warrant Stock or
Other Securities, the Company and each Holder shall enter into an appropriate
cross-indemnity agreement whereby the Company shall indemnify and hold harmless
the Holder against any losses, claims, damages or liabilities (or actions in
respect thereof) arising out of or based upon any untrue statement or alleged
untrue statement of any material fact contained in such registration statement,
or any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make statements therein not misleading unless
such statement or omission was made in reliance upon and in conformity with
written information furnished or required to be furnished by any such Holder,
and each such Holder shall indemnify and hold harmless the Company, each of its
directors and officers who have signed the registration statement and each
person, if any, who controls the Company, within the meaning of the Securities
Act against any losses, claims, damages or liabilities (or actions in respect
thereof) arising out of or based upon any untrue statement or alleged untrue
statement of any material fact contained in such registration statement, or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make statements therein not misleading, if the
statement or omission was made in reliance upon and in conformity with written
information furnished or required to be furnished by such Holder expressly for
use in such registration statement.
7.5 MISCELLANEOUS. Nothing herein shall be construed to require any
of the Holders who may desire to include any shares of Warrant Stock in any
registration statement referred to in Section 7.1 hereof to exercise their
Warrants prior to the effective date of any registration statement and such
Holders, at their option, to the extent permissible by law, may exercise the
Warrants against payment of the proceeds of the sale of such Warrant Stock or
Other Securities pursuant to a registration statement.
8. TRANSFER TO COMPLY WITH THE SECURITIES ACT. This Warrant and any
Warrant Stock or Other Securities may not be sold, transferred, pledged,
hypothecated or otherwise disposed of except as follows: (a) to a person who, in
the opinion of counsel to the Company, is a person to whom this Warrant or the
Warrant Stock or Other Securities may legally be transferred without
registration and without the delivery of a current prospectus under the
Securities Act with respect thereto and then only against receipt of an
agreement of such person to comply with the provisions of this Section 8 with
respect to any resale or other disposition of such securities; or (b) to any
person upon delivery of a prospectus then meeting the requirements of the
Securities Act relating to such securities and the offering thereof for such
sale or disposition, and thereafter to all successive assignees.
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9. LEGEND. Unless the shares of Warrant Stock or Other Securities have
been registered under the Securities Act, upon exercise of any of the Warrants
and the issuance of any of the shares of Warrant Stock, all certificates
representing shares shall bear on the face thereof substantially the following
legend:
The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended, and may not
be sold, offered for sale, assigned, transferred or otherwise
disposed of, unless registered pursuant to the provisions of that
Act or unless an opinion of counsel to the Corporation is obtained
stating that such disposition is in compliance with an available
exemption from such registration.
10. ADJUSTMENT FOR SALARY DEFERRAL. THE COMPANY HAS ENTERED INTO A
SALARY DEFERRAL AGREEMENT, DATED AS OF MARCH 31, 1996, WITH THE HOLDER (THE
"SALARY DEFERRAL AGREEMENT.") THE NUMBER OF SHARES OF WARRANT STOCK ISSUABLE TO
THE HOLDER HEREUNDER SHALL BE SUBJECT TO REDUCTION AS PROVIDED IN THE SALARY
DEFERRAL AGREEMENT.
11. NOTICES. All notices required hereunder shall be in writing and
shall be deemed given when telegraphed, delivered personally or within two days
after mailing when mailed by certified or registered mail, return receipt
requested, to the Company or the Holder, as the case may be, for whom such
notice is intended, at the address of such party as set forth on the first page,
or at such other address of which the Company or the Holder has been advised by
notice hereunder.
12. APPLICABLE LAW. The Warrant is issued under and shall for all
purposes be governed by and construed in accordance with the laws of the State
of Florida.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed on
its behalf, in its corporate name, by its duly authorized officer, all as of the
day and year first above written.
BISCAYNE APPAREL, INC.
By:/s/ XXXX X. XXXXXX
----------------------
Xxxx X. Xxxxxx
Chairman of the Board
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WARRANT EXERCISE FORM
The undersigned hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing _____ shares of Common Stock of Biscayne
Apparel, Inc., a Florida corporation, and hereby makes payment of $__________ in
payment therefor.
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Signature
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Signature, if jointly held
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Date
INSTRUCTIONS FOR ISSUANCE OF STOCK
(IF OTHER THAN TO THE REGISTERED HOLDER OF THE WITHIN WARRANT)
Name___________________________________________________________________
(Please typewrite or print in block letters)
Address________________________________________________________________
________________________________________________________________
Social Security or Taxpayer
Identification Number____________________________________________
ASSIGNMENT FORM
FOR VALUE RECEIVED,______________________________________________________
hereby sells, assigns and transfers unto
Name___________________________________________________________________________
(Please typewrite or print in block letters)
the right to purchase Common Stock of Biscayne Apparel, Inc., a Florida
corporation, represented by this Warrant to the extent of shares as to which
such right is exercisable and does hereby irrevocably constitute and appoint
__________________________________ Attorney, to transfer the same on the books
of the Company with full power of substitution in the premises.
DATED: _____________, 199__.
_____________________________
Signature
_____________________________
Signature, if jointly held
