THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THE SALE TO THE HOLDER OF
THIS SECURITY AND OF THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
SECURITY ARE NOT COVERED BY A REGISTRATION STATEMENT UNDER THE ACT OR
REGISTRATION UNDER STATE SECURITIES LAWS. THIS SECURITY HAS BEEN ACQUIRED, AND
SUCH SHARES OF COMMON STOCK MUST BE ACQUIRED, FOR INVESTMENT ONLY AND MAY NOT BE
SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE
THEREOF OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE IN FORM, SCOPE AND
SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
No. Right to Purchase ________ Shares of
Common Stock of Tera Computer Company
TERA COMPUTER COMPANY
Common Stock Purchase Warrant
TERA COMPUTER COMPANY, a Washington corporation (the "Company"),
hereby certifies that, for value received, _______________________, or
registered assigns (the "Holder"), is entitled, subject to the terms set forth
below, to purchase from the Company at any time or from time to time after the
date hereof, and before 5:00 p.m., Seattle time, on June 21, 2002
___________________________ (_____________) fully paid and nonassessable shares
of Common Stock, $.01 par value, of the Company at an Exercise Price per share
initially equal to $4.72. The number of such shares of Common Stock and the
Exercise Price are subject to adjustment as provided in this Warrant.
1. Exercise By Holder. This Warrant may be exercised by the Holder hereof
in full or in part at any time or from time to time during the exercise period
specified in the first paragraph hereof, by surrender of this Warrant and the
subscription form annexed hereto (duly executed) by such Holder to the Company
and by making payment, in cash or by certified or official bank check payable to
the order of the Company or wire transfer to the Company's account, in the
amount obtained by multiplying (a) the number of shares of Common Stock
designated by the Holder in the subscription form by (b) the Exercise Price then
in effect. On any partial exercise the Company will forthwith issue and deliver
to or upon the order of the Holder hereof a new Warrant or Warrants of like
tenor, in the name of the Holder hereof or as such Holder (upon payment by such
Holder of any applicable transfer taxes) may request, providing in the aggregate
on the face or faces thereof for the purchase of the number of shares of Common
Stock for which such Warrant or Warrants may still be exercised.
1
2. Delivery of Stock Certificates, etc., on Exercise. As soon as
practicable after the exercise of this Warrant, and in any event within three
business days thereafter, the Company at its expense (including the payment by
it of any applicable issue or stamp taxes) will cause to be issued in the name
of and delivered to the Holder hereof, or as such Holder (upon payment by such
Holder of any applicable transfer taxes) may direct, a certificate or
certificates for the number of fully paid and nonassessable shares of Common
Stock to which such Holder shall be entitled on such exercise, in such
denominations as may be requested by such Holder, plus, in lieu of any
fractional share to which such Holder would otherwise be entitled, cash equal to
such fraction multiplied by the then current fair market value of one full
share, together with any other stock or other securities any property (including
cash, where applicable) to which such Holder is entitled upon such exercise
pursuant to Section 1 or otherwise.
3. Certain Antidilution Provisions.
a. Dividends, Etc. If the Company shall pay to the holders of its
Common Stock a dividend in shares of Common Stock or in securities convertible
into Common Stock, the Exercise Price in effect immediately prior to the record
date fixed for the determination of the holders of Common Stock entitled to such
dividend shall be proportionately decreased, effective at the opening of
business on the next following full business day.
b. Splits, Combinations, Etc. If the Company shall split the
outstanding shares of its Common Stock into a greater number of shares or
combine the outstanding shares into a smaller number, the Exercise Price in
effect immediately prior to such action shall be proportionately decreased in
the case of a split or increased in the case of a combination, effective at the
opening of business on the full business day next following the day such action
becomes effective.
c. Number of Shares. Upon each adjustment of the Exercise Price
pursuant to this Section 3, the Holder of this Warrant shall thereafter, on the
exercise hereof as provided in Section 1, be entitled to receive that number of
shares of Common Stock determined by multiplying the number of shares of Common
Stock which would be issuable on such exercise as of immediately prior to such
adjustment by a fraction of which (x) the numerator is the Exercise Price in
effect immediately prior to such adjustment and (y) the denominator is the
Exercise Price in effect on the date of such exercise.
4. Protection in Case of Reclassification. In case of any reclassification
or change of the terms of the outstanding shares of the class of Common Stock
issuable upon the exercise of this Warrant (other than a change relating to par
value, or as a result of a subdivision or combination), the Company shall use
its best efforts to execute an agreement providing that the holder of this
Warrant shall have the right thereafter to exercise this Warrant for the kind
and amount of shares of stock and other securities and property receivable upon
such reclassification or change for which this Warrant might have been exercised
immediately prior to such reclassification or change. This Section 4 shall apply
to successive reclassifications and changes of Common Stock described above.
Notice of the execution of any agreement
2
pertaining to such reclassification or change shall be given to the holder of
this Warrant as soon as practicable and in any event not less than ten (10)
business days before any such transaction is consummated.
5. Certain Additional Antidilution Provisions. The Exercise Price and the
number of Warrant Shares shall be subject to adjustment from time to time as
provided in this Section 5. In the event that any adjustment of the Exercise
Price as required herein results in a fraction of a cent, such Exercise Price
shall be rounded up or down to the nearest cent.
a. Adjustment of Exercise Price and Number of Shares upon Issuance of
Common Stock. Except as otherwise provided in Sections 3, 4 and 5(b)(vi) hereof,
if and whenever after the initial issuance of this Warrant, the Company issues
or sells, or in accordance with Section 5(b) hereof is deemed to have issued or
sold, any shares of Common Stock for no consideration or for a consideration per
share less than the then effective Exercise Price or the Market Price (as herein
defined) on the date of issuance (a "Dilutive Issuance"), then effective
immediately upon the Dilutive Issuance, the Exercise Price will be adjusted in
accordance with the following formula:
E' = (E) (O + P/M) / (CSDO)
where:
E' = the adjusted Exercise Price
E = the then effective Exercise Price;
M = the greater of the then current Market Price or the then
effective Exercise Price;
O = the number of shares of Common Stock outstanding immediately
prior to the Dilutive Issuance;
P = the aggregate consideration, calculated as set forth in
Section 5(b) hereof, received by the Company upon such
Dilutive Issuance; and
CSDO = the total number of shares of Common Stock outstanding
immediately after the Dilutive Issuance, plus any additional
shares of Common Stock deemed outstanding as a result
of the Dilutive Issuance, determined pursuant to Section 5(b)
below.
b. Effect on Exercise Price of Certain Events. For purposes of
determining the adjusted Exercise Price under Section 5(a) hereof, the following
will be applicable:
(i) Issuance of Rights or Options. If the Company in any manner
issues or grants any warrants, rights or options, whether or not immediately
exercisable, to subscribe for or to purchase Common Stock or other securities
exercisable, convertible into or exchangeable for Common Stock ("Convertible
Securities") (such warrants, rights and options to purchase Common Stock or
Convertible Securities are hereinafter referred to as "Options"),
3
and the price per share for which Common Stock is issuable upon the exercise of
such Options is less than the then effective Exercise Price or the Market Price
on the date of issuance ("Below Market Options"), then the maximum total number
of shares of Common Stock issuable upon the exercise of all such Below Market
Options (assuming full exercise, conversion or exchange of Convertible
Securities, if applicable) will, as of the date of the issuance or grant of such
Below Market Options, be deemed to be outstanding and to have been issued and
sold by the Company for such price per share. For purposes of the preceding
sentence, the price per share for which Common Stock is issuable upon the
exercise of such Below Market Options is determined by dividing (i) the total
amount, if any, received or receivable by the Company as consideration for the
issuance or granting of such Below Market Options, plus the minimum aggregate
amount of additional consideration, if any, payable to the Company upon the
exercise of all such Below Market Options, plus, in the case of Convertible
Securities issuable upon the exercise of such Below Market Options, the minimum
aggregate amount of additional consideration payable upon the exercise,
conversion or exchange thereof at the time such Convertible Securities first
become exercisable, convertible or exchangeable, by (ii) the maximum total
number of shares of Common Stock issuable upon the exercise of all such Below
Market Options (assuming full conversion of Convertible Securities, if
applicable). No further adjustment to the Exercise Price will be made upon the
actual issuance of such Common Stock upon the exercise of such Below Market
Options or upon the exercise, conversion or exchange of Convertible Securities
issuable upon exercise of such Below Market Options, except as otherwise
provided in subsections (iii) and (iv) hereof.
(ii) Issuance of Convertible Securities.
(1) If the Company in any manner issues or sells any
Convertible Securities, whether or not immediately convertible (other than where
the same are issuable upon the exercise of Options) and the price per share for
which Common Stock is issuable upon such exercise, conversion or exchange (as
determined pursuant to Section 5(b)(ii)(2) if applicable) is less than the then
effective Exercise Price or the Market Price on the date of issuance, then the
maximum total number of shares of Common Stock issuable upon the exercise,
conversion or exchange of all such Convertible Securities will, as of the date
of the issuance of such Convertible Securities, be deemed to be outstanding and
to have been issued and sold by the Company for such price per share. For the
purposes of the preceding sentence, the price per share for which Common Stock
is issuable upon such exercise, conversion or exchange is determined by dividing
(i) the total amount, if any, received or receivable by the Company as
consideration for the issuance or sale of all such Convertible Securities, plus
the minimum aggregate amount of additional consideration, if any, payable to the
Company upon the exercise, conversion or exchange thereof at the time such
Convertible Securities first become exercisable, convertible or exchangeable, by
(ii) the maximum total number of shares of Common Stock issuable upon the
exercise, conversion or exchange of all such Convertible Securities. No further
adjustment to the Exercise Price will be made upon the actual issuances of such
Common Stock upon exercise, conversion or exchange of such Convertible
Securities, except as otherwise provided in subsections (iii) and (iv) hereof.
4
(2) If the Company in any manner issues or sells any
Convertible Securities with a fluctuating conversion or exercise price or
exchange ratio (a "Variable Rate Convertible Security"), then the price per
share for which Common Stock is issuable upon such exercise, conversion or
exchange for purposes of the calculation contemplated by Section 5(b)(ii)(l)
shall be deemed to be the lowest price per share which would be applicable
assuming that (1) all holding period and other conditions to any discounts
contained in such Convertible Security have been satisfied, and (2) the Market
Price on the date of issuance of such Convertible Security was eighty percent
(80%) of the Market Price on such date (the "Assumed Variable Market Price").
(iii) Change in Option Price or Conversion Rate. If there is a
change at any time in (i) the amount of additional consideration payable to the
Company upon the exercise of any Options; (ii) the amount of additional
consideration, if any, payable to the Company upon the exercise, conversion or
exchange or any Convertible Securities; or (iii) the rate at which any
Convertible Securities are convertible into or exchangeable for Common Stock
(other than under or by reason of provisions designed to protect against
dilution), the Exercise Price in effect at the time of such change will be
readjusted to the Exercise Price which would have been in effect at such time
had such Options or Convertible Securities still outstanding provided for such
changed additional consideration or changed conversion rate, as the case may be,
at the time initially granted, issued or sold.
(iv) Treatment of Expired Options and Unexercised Convertible
Securities. If, in any case, the total number of shares of Common Stock issuable
upon exercise of any Options or upon exercise, conversion or exchange of any
Convertible Securities is not, in fact, issued and the rights to exercise such
option or to exercise, convert or exchange such Convertible Securities shall
have expired or terminated, the Exercise Price then in effect will be readjusted
to the Exercise Price which would have been in effect at the time of such
expiration or termination had such Options or Convertible Securities, to the
extent outstanding immediately prior to such expiration or termination (other
than in respect of the actual number of shares of Common Stock issued upon
exercise or conversion thereof), never been issued.
(v) Calculation of Consideration Received. If any Common Stock,
Options or Convertible Securities are issued, granted or sold for cash, the
consideration received therefor for purposes of this Warrant will be the amount
received by the Company therefor, before deduction of reasonable commissions,
underwriting discounts or allowances or other reasonable expenses paid or
incurred by the Company in connection with such issuance, grant or sale, plus
the minimum aggregate amount of additional consideration, if any, payable to the
Company upon the exercise, conversion or exchange of all such Options or
Convertible Securities at the time such Options or Convertible Securities first
become exercisable, convertible or exchangeable. In case any Common Stock,
Options or Convertible Securities are issued or sold for a consideration part or
all of which shall be other than cash, the amount of the consideration other
than cash received by the Company will be the fair market value of such
consideration except where such consideration consists of freely-tradable
securities, in which case the amount of consideration received by the Company
will be the Market Price
5
thereof as of the date of receipt. In case any Common Stock, Options or
Convertible Securities are issued in connection with any merger or consolidation
in which the Company is the surviving corporation, the amount of consideration
therefor will be deemed to be the fair market value of such portion of the net
assets and business of the non-surviving corporation as is attributable to such
Common Stock, Options or Convertible Securities, as the case may be. The fair
market value of any consideration other than cash or securities will be
determined in the good faith reasonable business judgment of the Board of
Directors.
(vi) Exceptions to Adjustment of Exercise Price. No adjustment to
the Exercise Price will be made (i) upon the exercise of any warrants, options
or convertible securities issued and outstanding on the date hereof in
accordance with the terms of such securities as of such date; (ii) upon the
grant or exercise of any stock or options which may hereafter be granted or
exercised under any employee or Director benefit plan of the Company now
existing or to be implemented in the future, so long as the issuance of such
stock or options is approved by a majority of the non-employee members of the
Board of Directors of the Company or a majority of the members of a committee of
non-employee directors established for such purpose; (iii) upon the issuance of
the Shares or Warrants in accordance with terms of the Purchase Agreement or as
contemplated by the Purchase Agreement, including the schedules thereto; (iv)
upon the exercise of the Warrants; or (v) any securities issued in any firmly
underwritten public offering.
(vii) Market Price. The term "Market Price" shall mean, as of any
date, (i) the average of the closing bid prices for the shares of Common Stock
as reported by The Nasdaq National Market for the number of trading days
immediately preceding such date that are used in determining the issuance price
for securities being issued, or (ii) if The Nasdaq National Market is not the
principal trading market for the Common Stock, the average of the last reported
bid prices on the principal trading market for the Common Stock during the same
period, or, if there is no bid price for such period, the last reported sales
price for such period, or (iii) if market value cannot be calculated as of such
date on any of the foregoing bases, the Market Price shall be the average fair
market value as reasonably determined by an investment banking firm selected by
the Company and reasonably acceptable to the holders of a majority in interest
of the Warrants, with the costs of the appraisal to be borne by the Company. The
manner of determining the Market Price of the Common Stock set forth in the
foregoing definition shall apply with respect to any other security in respect
of which a determination as to market value must be made hereunder.
6. Major Transactions. If the Company shall consolidate or merge with any
other corporation or entity (other than a merger in which the Company is the
surviving or continuing entity and its capital stock is unchanged in such
transaction) or there shall occur any share exchange pursuant to which all of
the outstanding shares of Common Stock are converted into other securities or
property or the Company shall sell all or substantially all of its assets (each
of the foregoing being a "Major Transaction"), then the initial Holder of this
Warrant (and only the initial Holder of this Warrant) may, at its option, either
(a) in the event that the Common Stock remains outstanding or holders of Common
Stock receive any common stock or substantially similar equity interest, in each
of the foregoing cases which is publicly traded,
6
retain this Warrant and this Warrant shall continue to apply to such Common
Stock or shall apply, as nearly as practicable, to such other common stock or
equity interest, as the case may be, or (b) regardless of whether (a) applies,
receive consideration, in exchange for this Warrant (without payment of any
exercise price hereunder), equal to the greater of, as determined in the sole
discretion of such holder: (i) the number of shares of stock or securities or
property of the Company, or of the entity resulting from such Major Transaction
(the "Major Transaction Consideration"), to which a holder of the number of
shares of Common Stock delivered upon the exercise of this Warrant would have
been entitled upon such Major Transaction had such holder so exercised this
Warrant (without regard to any limitations on exercise herein or elsewhere
contained) on the trading date immediately preceding the public announcement of
the transaction resulting in such Major Transaction and had such Common Stock
been issued and outstanding, less the shares necessary to satisfy the Exercise
Price, calculated based on the price per share of Common Stock determined in the
Major Transaction, and had such initial Holder been the holder of record of such
Common Stock at the time of the consummation of such Major Transaction, or (ii)
cash paid by the Company in immediately available funds, in an amount equal to
the number of shares of Common Stock for which this Warrant was exercisable
(without regard to any limitations on exercise herein contained and assuming
payment of the Exercise Price in cash hereunder) times (x) in the event that the
common stock of the surviving company is not publicly traded, seventy five
percent (75%) of the Black-Scholes Amount (as defined herein) or (y) in the
event that the common stock of the surviving company is publicly traded, fifty
seven and one-half percent (57.5%) of the Black-Scholes Amount; and the Company
shall make lawful provision for the foregoing as a part of such Major
Transaction and shall cause the issuer of any security in such transaction which
constitutes Registrable Securities under the Registration Rights Agreement to
assume all of the Company's obligations under the Registration Rights Agreement
(provided any cash election pursuant to clause (ii) above must be made in
writing to the Company within ten (10) business days following consummation of
such applicable transaction), provided, however, that the amount of cash payable
by the Company shall not exceed $1.50 per share (such $1.50 amount to be
adjusted pro rata in the event of any stock splits, stock dividends or
combinations). In the event that the Company shall consolidate or merge with any
other corporation in a transaction in which common stock of the surviving
corporation or the parent thereof (the "Exchange Securities") is issued to the
holders of Common Stock in such transaction in exchange for all such Common
Stock, and (I) the Exchange Securities are publicly traded, (II) the average
daily trading volume of the Exchange Securities during the ninety (90) day
period ending on the date on which such transaction is publicly disclosed is
greater than nine hundred thousand dollars ($900,000) per day, (III) the
historical one hundred (100) day volatility of the Exchange Securities during
the period ending on the date on which such transaction is publicly disclosed is
greater than sixty percent (60%) and (IV) the market capitalization of the
issuer of the Exchange Securities is not less than one hundred million dollars
($100,000,000) based on the last sale price of the Exchange Securities on the
date immediately before the date on which such transaction is publicly disclosed
(in each case, with respect to the foregoing clauses (I) through (IV), as
reported by Bloomberg), then the provisions of clause (b) of the preceding
sentence shall not apply. No sooner than ten (10) business days nor later than
five (5) business days prior to the consummation of the Major Transaction or
Common Stock Major Transaction, as the case may be (each, a "Transaction"),
7
but not prior to the public announcement of such Transaction, the Company shall
deliver written notice ("Notice of Transaction") to each holder of a Warrant,
which Notice of Transaction shall be deemed to have been delivered one (1)
business day after the Company's sending such notice by telecopy (provided that
the Company sends a confirming copy of such notice on the same day by overnight
courier) of such Notice of Transaction. Such Notice of Transaction shall
indicate the amount and type of the transaction consideration which such holder
of a Warrant would receive under this Section ("Transaction Consideration"). If
the Transaction Consideration is cash and does not consist entirely of United
States currency, such holder may elect to receive United States currency in an
amount equal to the value of the Transaction Consideration in lieu of the
Transaction Consideration by delivering notice of such election to the Company
within five (5) business days of such holder's receipt of the Notice of
Transaction.
The "Black-Scholes Amount" shall be an amount determined by calculating the
"Black-Scholes" value of an option to purchase one share of Common Stock on the
applicable page on the Bloomberg online page, using the following variable
values: (i) the current market price of the Common Stock equal to the closing
trade price on the last trading day before the date of the Notice of
Transaction; (ii) volatility of the Common Stock equal to the volatility of the
Common Stock during the one hundred (100) trading day period preceding the date
of the Notice of Transaction; (iii) a risk free rate equal to the interest rate
on the United States treasury bill or treasury note with a maturity
corresponding to the remaining term of this Warrant on the date of the Notice of
Transaction; and (iv) an exercise price equal to the Exercise Price on the date
of the Notice of Transaction. In the event such calculation function is no
longer available utilizing the Bloomberg online page, the holder of a Warrant
shall calculate such amount in its sole discretion using the closest available
alternative mechanism and variable values to those available utilizing the
Bloomberg online page for such calculation function.
7. Reservation of Stock; Valid Issuance of Stock. The Company will at all
times reserve and keep available, solely for issuance and delivery on the
exercise of this Warrant, all shares of Common Stock from time to time issuable
on the exercise of this Warrant. The Company will take all action that may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable shares of Common Stock, upon the exercise of all or
any portion of this Warrant.
8. Register of Warrants. The Company shall maintain, at the principal
office of the Company (or such other office as it may designate by notice to the
Holder hereof), a register in which the Company shall record the name and
address of the person in whose name this Warrant has been issued, as well as the
name and address of each successor and prior owner of such Warrant. The Company
shall be entitled to treat the person in whose name this Warrant is so
registered as the sole and absolute owner of this Warrant for all purposes.
9. Exchange of Warrant. This Warrant is exchangeable, upon the surrender
hereof by the Holder hereof at the office or agency of the Company referred to
in Section 6, for one or more new Warrants of like tenor representing in the
aggregate the right to subscribe for and
8
purchase the number of shares of Common Stock which may be subscribed for
purchase hereunder, each of such new Warrants to represent the right to
subscribe for and purchase such number of shares as shall be designated by said
Xxxxxx hereof at the time of such surrender.
10. Replacement of Warrant. On receipt of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of this Warrant
and, in the case of any such loss, theft or destruction of this Warrant, on
delivery of an indemnity agreement or security reasonably satisfactory in form
and amount to the Company or, in the case of any such mutilation, on surrender
and cancellation of this Warrant, the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.
11. Warrant Agent. The Company will act as the exercise agent for the
purpose of issuing Common Stock on the exercise of this Warrant pursuant to
Section 1. The Company may, by written notice to the Holder, appoint an agent
having an office in the United States of America, for the purpose of issuing
Common Stock on the exercise of this Warrant pursuant to Section 1, exchanging
this Warrant pursuant to Section 7, and replacing this Warrant pursuant to
Section 8, or any of the foregoing, and thereafter any such issuance, exchange
or replacement, as the case may be, shall be made at such office by such agent.
12. No Rights or Liabilities as a Shareholder. This Warrant shall not
entitle the Holder hereof to any voting rights or other rights as a shareholder
of the Company, until properly exercised.
13. Notices, etc. All notices and other communications from the Company to
the registered Holder of this Warrant shall be mailed by first class certified
mail, postage prepaid, at such address as may have been furnished to the Company
in writing by such Holder or at the address shown for such Holder on the
register of Warrants referred to in Section 6.
14. No Impairment. The Company will not, by any voluntary action, avoid or
seek to avoid the observance or performance of any of the terms required to be
observed or performed hereunder by the Company, but the Company will at all
times in good faith take all actions necessary for the performance of its
obligations under this Warrant.
15. Miscellaneous. This Warrant and any terms hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement or such change, waiver, discharge or termination
is sought. This Warrant shall be construed and enforced in accordance with and
governed by the internal laws of the State of New York. The headings in this
Warrant are for purposes of reference only, and shall not limit or otherwise
affect any of the terms hereof. The invalidity or unenforceability of any
provision hereof shall in no way affect the validity or enforceability of any
other provision.
IN WITNESS WHEREOF, Tera Computer Company has caused this Warrant to be
executed on its behalf by one of its officers thereunto duly authorized.
9
Dated: June 21, 1999 TERA COMPUTER COMPANY
By:
------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: President
10
FORM OF SUBSCRIPTION
COMMON STOCK PURCHASE WARRANT
OF TERA COMPUTER COMPANY
(To be signed only on exercise of Warrant)
TO: Tera Computer Company
000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000-0000
1. The undersigned Holder of the attached original, executed Warrant hereby
elects to exercise its purchase right under such Warrant with respect to shares
of Common Stock, as defined in the Warrant, of Tera Computer Company, a
Washington corporation (the "Company").
2. The undersigned Holder pays the aggregate purchase price for such shares
of Common Stock (i) by lawful money of the United States or the enclosed
certified or official bank check payable in United States dollars to the order
of the Company in the amount of $_________, or (ii) by wire transfer of United
States funds to the account of the Company in the amount of $____________, which
transfer has been made before or simultaneously with the delivery of this Form
of Subscription pursuant to the instructions of the Company.
3. Please issue a stock certificate or certificates representing the
appropriate number of shares of Common Stock in the name of the undersigned or
in such other names as is specified below:
Name:
----------------------------------
Address:
----------------------------------
----------------------------------
Dated:
-------------------
(Signature must conform to name of
Xxxxxx as specified on the face of the
Warrant)
--------------------------------------
--------------------------------------
(Address)
11
