EXHIBIT (d)(5)
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"), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR
SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT
TO THE PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
LAWS, OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE
ISSUER IS OBTAINED TO THE EFFECT THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN
AVAILABLE EXEMPTION FROM SUCH REGISTRATION.
Dated as of May 6, 2003
CMS ENERGY CORPORATION
Warrant for the Purchase of Shares of Common Stock
FOR VALUE RECEIVED, CMS ENERGY CORPORATION, a Michigan
corporation (the "Company"), hereby certifies that Xxxxxx Xxxxxxxx Xxxxx & Co.,
LLC, or its registered and permitted assigns (the "Holder"), is entitled,
subject to the provisions of this Warrant (this "Warrant"), to purchase from the
Company 136,109 fully paid and non-assessable shares of Common Stock (as defined
below) at a price of $8.25 per share (the "Exercise Price").
The term "Common Stock" means the Common Stock, no par value
per share, of the Company as constituted on the date hereof (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 Shares." The term "Company" means
and includes the corporation named above as well as (i) any successor
corporation or other entity resulting from the merger or consolidation of such
corporation or (ii) any corporation or other entity to which such corporation
has transferred all or substantially all of its property or assets.
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 reasonably
satisfactory indemnification or (in the case of mutilation) upon surrender and
cancellation of this Warrant, 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.
1.1. Exercise Generally. This Warrant may be exercised in
whole or in part, at any time or from time to time during the period commencing
on the date hereof and expiring at 5:00 p.m. Eastern Time on the seventh
anniversary of the date hereof (the "Expiration Date") or, if such day is
Saturday, Sunday or other day on which banking institutions in New York are
authorized by law to close, then on the next succeeding day (any day other than
a Saturday, Sunday or other day on which banking institutions in New York are
authorized by law to close, a "Business Day"). Exercise of this Warrant shall be
effected 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
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 its duly
authorized attorney. Such payment shall be made in cash or by certified or
official bank check payable to the order of the Company or by wire transfer of
funds to an account designated by the Company for such purpose. 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 at its office of this Warrant,
together with the Exercise Price, or by the stock transfer agent of the Company
at such agent's office, in proper form for exercise, the Company shall issue and
cause to be delivered within a reasonable time, not to exceed 15 calendar days,
to or upon the written order of the Holder and in such name or names as the
Holder may designate, a certificate or certificates for the number of Warrant
Shares issuable upon such exercise. 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 Warrant Shares, as of
the date of the surrender of this Warrant, notwithstanding that the stock
transfer books of the Company shall then be closed or that certificates
representing such Warrant Shares shall not then be actually delivered to the
Holder or designee. The Company shall pay any and all documentary stamp or
similar issue or transfer taxes payable in respect of the issue or delivery of
Warrant Shares on exercise of this Warrant.
1.2. Cashless Exercise. Upon exercise of this Warrant, in lieu
of making a cash payment of the Exercise Price in accordance with Section 1.1
and receiving the number of Warrant Shares issuable upon such payment, the
Holder may elect to receive Warrant Shares equal to the value of this Warrant
(or the portion thereof being exercised) without any cash payment. Such right (a
"Cashless Exercise") may be elected by surrender of this Warrant at the
principal office of the Company, together with notice of such election (which
notice shall be made by marking the appropriate line on the Warrant Exercise
Form), in which event the Company shall issue to the Holder a number of Warrant
Shares computed using the following formula:
X = Y(A-B)
------
A
Where X =The number of Warrant Shares to be issued to Holder.
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Y =The total number of Warrant Shares purchasable under this
Warrant (as adjusted to the date of such calculation), or the portion thereof
being exercised.
A =The Fair Market Value (as defined below) of one Warrant
Share.
B =Exercise Price (as adjusted to the date of such
calculation).
For the purpose of any computation under this Section, the "Fair Market Value"
of the Warrant Shares at any date shall be (i) if the Common Stock is not
registered under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), the value of the Common Stock as determined in good faith by the Board of
Directors of the Company not taking into account the absence of an active
trading market or the minority nature of the investment; or (ii) if the Common
Stock is registered under the Exchange Act, the average of the daily closing bid
prices, on the primary market on which such securities are listed or traded, for
each day during the period commencing 15 Business Days before such date and
ending on the date one day prior to such date, or if the security has been
registered under the Exchange Act for less than 15 consecutive Business Days
before such date, then the average of the daily closing bid prices for all of
the Business Days before such date for which daily closing bid prices are
available.
In the event that the Holder has not exercised this Warrant on or
before the Expiration Date, the Holder will be deemed to have elected a Cashless
Exercise immediately prior to the Expiration Date and the Company will deliver
to the Holder as soon as practicable after the Expiration Date such number of
Warrant Shares as shall be determined pursuant to this Section 1.2.
2. Reservation of Shares. The Company will at all times
reserve for issuance and delivery upon exercise of this Warrant all Warrant
Shares from time to time receivable upon exercise of this Warrant, all such
shares 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.
3. Fractional Shares. No fractional shares or script
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
of such fractional Warrant Share in lieu of each fraction of a share otherwise
called for upon any exercise of this Warrant, as determined by the Board of
Directors of the Company.
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
Warrant Shares purchasable hereunder. Subject to Section 8, 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. Subject to Section 8, 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.
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5. Rights of the Holder. The Holder shall not, by virtue
hereof be entitled to any rights as a stockholder 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; Etc.
6.1. Adjustment for Recapitalization. If the Company shall at
any time subdivide its outstanding shares of Common Stock by recapitalization,
reclassification or split-up thereof or if the Company shall declare a stock
dividend or distribute shares of Common Stock to its stockholders, the number of
Warrant Shares subject to this Warrant immediately prior to such subdivision
shall be proportionately increased and the Exercise Price shall be
proportionately decreased, 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 Warrant Shares subject to this
Warrant immediately prior to such combination shall be proportionately decreased
and the Exercise Price shall be proportionately increased. Any such adjustments
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 of 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 after the Base Date or in case
after such date the Company shall consolidate with or merge into another
corporation or other entity or convey all or substantially all of its assets to
another corporation or other entity, then, and in each such case, the Holder of
this Warrant upon the exercise thereof as provided in Section 1 at any time
after the consummation of such reorganization, consolidation, merger or
conveyance, shall be entitled 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, and all references herein to "Warrant Shares" or to "Common Stock"
shall include any such securities or property so receivable.
6.3. No Dilution. The Company will not, by amendment of its
Certificate 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 this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder of this Warrant against
dilution to the extent provided herein. Without limiting the generality of the
foregoing, while this Warrant is outstanding, the Company (a) will not permit
the par value, if any, of the Warrant Shares 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 Warrant Shares upon the exercise of this
Warrant.
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6.4. Certificate as to Adjustments. In each case of an
adjustment in the number of shares of Warrant Shares, the Company at its expense
will promptly compute such adjustment in accordance with the terms of this
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 the Holder.
6.5. Liquidation, Etc. Upon any liquidation, dissolution or
winding up of the Company, the holder shall receive such cash or property (less
the product of the Exercise Price times the number of Warrant Shares for which
this Warrant is exercisable) which the Holder would have been entitled to
receive upon the happening of such liquidation, dissolution or winding up had
the Warrants been exercised and the Warrant Shares issued immediately prior to
the occurrence of such liquidation, dissolution or winding up.
6.6. Notices of Record Date, Etc. In the event:
(a) the Company shall take a record of the holders of its
Common Stock for the purpose of entitling them to receive any dividend (other
than a cash dividend at the same rate as the rate of the last cash dividend
thereto paid) 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
(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 other entity, or any
conveyance of all or substantially all of the assets of the Company to another
corporation or other entity;
then, and in each such case, the Company shall mail or cause to be mailed to the
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 shall be entitled to exchange their shares
of Common Stock 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 this Warrant may be exercised prior
to said date during the term of this Warrant.
7. Registration Rights.
7.1. Certain Definitions. For the purposes of this Section 7,
the following terms shall have the following meanings:
"Registrable Securities" means (a) any Warrant Shares issued
or issuable upon exercise of any Warrants (which shall be deemed, for the
purposes of this definition, to have been issued to, and to be held by, the
Holders of such Warrants) and (b) any securities issued or issuable with respect
to any such Warrant Shares by way of stock dividend or stock split or
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in connection with a combination of shares of Common Stock of the Company,
recapitalization, merger, consolidation, reorganization or otherwise. As to any
such Registrable Securities, once issued such securities shall cease to be
Registrable Securities when (i) a Registration Statement with respect to the
sale of such Registrable Securities shall have been declared effective and such
securities shall have been disposed of in accordance with such Registration
Statement, (ii) they shall have been distributed to the public in reliance on
Rule 144, (iii) they shall have been otherwise transferred, new certificates for
them not bearing a legend restricting further transfer shall have been delivered
by the Company and subsequent disposition of them shall not require registration
under the Securities Act or qualification of them under state blue sky laws, or
(iv) they shall have ceased to be outstanding.
"Registration Statement" means a registration statement of the
Company that is in compliance with the Securities Act.
7.2. Right to Piggyback. Whenever the Company proposes to
register or qualify for distribution by prospectus any of its securities under
the Securities Act (other than a registration on Form S-4 or S-8 or any
successor or similar forms) and the registration form or prospectus to be filed
may be used for the registration or qualification for distribution of
Registrable Securities (a "Piggyback Registration"), whether or not for sale for
its own account, the Company will give prompt written notice to all Holders of
its intention to effect such a registration or file such prospectus and will
include in such registration or qualification all Registrable Securities with
respect to which the Company has received written requests for inclusion therein
within 20 days after the receipt of the Company's notice. Any holder of
Registration Securities that has given such a written request may withdraw its
Registrable Securities from the related Piggyback Registration by giving written
notice to the Company and the managing underwriter, if any, on or before the
30th day prior to the planned effective date of the related Piggyback
Registration.
7.3. Piggyback Expenses The Company will pay the expenses
incidental to the Company's and the Holders' performance of or compliance with
this Section 7, including, without limitation, all registration and filing fees,
fees and expenses of compliance with securities or blue sky laws, word
processing, duplicating and printing expenses, messenger and delivery expenses,
and fees and disbursements of counsel for the Company and all independent
certified public accountants, underwriters (excluding discounts and
commissions), other persons retained by the Company, and reasonable and
customary fees and disbursements of one counsel for the Holders, whether or not
any registration or prospectus has become effective or final.
7.4. Priority on Primary Registrations. If a Piggyback
Registration is an underwritten primary registration or distribution by
prospectus on behalf of the Company, and the managing underwriters advise the
Company in writing (with a copy to each party hereto requesting registration or
qualification for distribution by prospectus of Registrable Securities) that in
their opinion the number of securities requested to be included in such
registration or prospectus exceeds the number which can be sold in such offering
without adversely affecting the marketability of such offering, the Company will
include in such registration or prospectus (i) first, the securities the Company
proposes to sell, (ii) second, the Registrable Securities
6
requested to be included in such registration or prospectus, pro rata among the
holders of such Registrable Securities on the basis of the number of Registrable
Securities owned by each such holder, and (iii) third, other securities
requested to be included in such registration or prospectus. The Company shall
have the right to terminate or withdraw any registration initiated by it under
this paragraph prior to the effectiveness of such registration and, except
pursuant to Section 7.3, the Company shall have no liability to any of the
Holders of Registrable Securities in connection with such termination or
withdrawal.
7.5. Priority on Secondary Registrations. If a Piggyback
Registration is an underwritten secondary registration or distribution by
prospectus on behalf of holders of the Company's securities, and the managing
underwriters advise the Company in writing that in their opinion the number of
securities requested to be included in such registration or qualification for
distribution by prospectus exceeds the number which can be sold in such offering
without adversely affecting the marketability of the offering, the Company will
include in such registration or prospectus (i) first, the securities requested
to be included therein by the holders requesting such registration and the
Registrable Securities requested to be included in such registration or
prospectus, pro rata among the holders of such securities on the basis of the
number of securities so requested to be included therein owned by each such
holder, and (ii) second, other securities requested to be included in such
registration or prospectus.
7.6. Other Registrations. If the Company has previously filed
a Registration Statement with respect to Registrable Securities and such
previous registration or offering by prospectus has not been withdrawn or
abandoned, the Company will not file or cause to be effected any other
registration or prospectus of any of its equity securities or securities
convertible or exchangeable into or exercisable for its equity securities under
the Securities Act (except on Form S-4 or S-8 or any successor or similar
forms), whether on its own behalf or at the request of any holder or holders of
such securities, until a period of at least six months has elapsed from the
effective date of such previous registration or date the previous prospectus
became final.
7.7. Indemnification. The Company agrees to indemnify and hold
harmless, each holder of Registrable Securities, its affiliates and their
respective officers and directors and controlling person(s) (within the meaning
of the Securities Act) against, and pay and reimburse such holder, affiliate,
director or officer or controlling person for any losses, claims, damages,
liabilities, joint or several, to which such holder or any such affiliate,
director or officer or controlling person may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon (i) any untrue or alleged untrue
statement of material fact contained in any Registration Statement, prospectus
or preliminary prospectus or any amendment thereof or supplement thereto or,
(ii) any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading, and the
Company will pay and reimburse such holder and each such affiliate, director,
officer and controlling person for any reasonable and customary legal or any
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other expenses incurred by them in connection with investigating or defending
any such loss, claim, liability, action or proceeding; provided, however, that
the Company shall not be liable in any such case to the extent that any such
loss, claim, damage, liability (or action or proceeding in respect thereof) or
expense arises out of or is based upon an untrue statement or alleged untrue
statement, or omission or alleged omission, made in such Registration Statement,
any such prospectus or preliminary prospectus or any amendment or supplement
thereto, or in any application, in reliance upon, and in conformity with,
written information prepared and furnished to the Company by such holder
expressly for use therein or by such holder's failure to deliver a copy of the
Registration Statement or prospectus or any amendments or supplements thereto
after the Company has furnished such holder with a sufficient number of copies
of the same. In connection with an underwritten offering, the Company, if
requested, will indemnify such underwriters, their officers and directors and
each person who controls such underwriters (within the meaning of the Securities
Act) to the same extent as provided above with respect to the indemnification of
the holders of Registrable Securities.
7.8. Other Remedies. If for any reason the foregoing indemnity
is unavailable, or is insufficient to hold harmless an indemnified party, other
than by reason of the exceptions provided therein, then the indemnifying party
shall contribute to the amount paid or payable by the indemnified party as a
result of such losses, claims, damages, liabilities or expenses in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities, as well as any other relevant equitable considerations. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company or the holders of Registrable Securities covered by the Registration
Statement in question and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company and the Holders agree that it would not be just
and equitable if contribution pursuant to this Section 7.8 were determined by
pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages and liabilities referred to in the immediately preceding
paragraph of this Section 7.8 shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11 (f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. No party shall be liable for contribution under this Section
7.8 except to the extent and under such circumstances as such party would have
been liable to indemnify under Section 7.7 if such indemnification were
enforceable under applicable law.
8. Transfer to Comply with the Securities Act. This Warrant
and any Warrant Shares may not be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of
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unless registered under the Securities Act and any applicable state securities
laws or pursuant to available exemptions from such registration, provided that
the transferor delivers to the Company an opinion of counsel or other evidence
reasonably satisfactory to the Company confirming the availability of such
exemption.
9. Legend. Unless the Warrant Shares have been registered
under the Securities Act or sold pursuant to Rule 144 thereunder, upon exercise
of any of the Warrants and the issuance of any Warrant Shares, all certificates
representing such securities 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, or
under applicable state securities laws and may not be sold,
offered for sale, assigned, transferred or otherwise disposed
of, unless registered pursuant to the provisions of that Act
and any applicable state securities laws or unless an opinion
of counsel or other evidence reasonably satisfactory to the
Issuer is obtained stating that such disposition is in
compliance with an available exemption from such registration.
10. 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 at its principal office, or to the
Holder at the address set forth on the record books of the Company, or at such
other address of which the Company or the Holder has been advised by notice
hereunder.
11. 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 New York, without giving effect to the choice of law rules thereof.
12. Representation of Holder. The Holder hereby represents
that it has such knowledge and experience in financial and business matters that
it is capable of evaluating the merits and risks of ownership of this Warrant
and the Warrant Shares.
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.
CMS ENERGY CORPORATION
By: /s/ Xxxxxx X. Xxxx
--------------------------
Name: Xxxxxx X. Xxxx
Title: Executive Vice President and
Chief Financial Officer
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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 CMS ENERGY CORPORATION, a Michigan corporation, at an exercise price of
$________ per share, and in payment therefor hereby:
______ makes payment of an aggregate of $______, or
______ elects a Cashless Exercise (pursuant to Section 1.2 of
the Warrant), in which Cashless Exercise the Holder will
surrender the right to acquire ______ number of Warrants
Shares in exchange for the number of shares of Common Stock
indicated in the first clause of this Warrant Exercise Form.
By: *
--------------------------------
Name:
Title:
Date:
* (signature must conform in all
respects to the name of holder as
specified on the face of the
Warrant)
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
------------------------------------------------
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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 CMS ENERGY CORPORATION, a Michigan
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: By: _______________________________
Name:
Title:
Date:
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