AMENDMENT
Amendment
(this “Amendment”) dated as of this 15th day of August, 2007 to a certain
Subscription Agreement (the “Agreement”), made and entered into as of January
22, 2007 between Cornerstone Pharmaceuticals,
Inc.
(the
“Company”), and Xxxxx Xxxxxxxx and A. Xxxxxx Xxxxx (individually each a
“Subscriber” and Jointly the “Subscribers”).
In
consideration of the mutual covenants and premises contained herein, and
for
other good and valuable consideration, the receipt and adequacy of which
are
hereby conclusively acknowledged, the parties hereto, intending to be legally
bound, agree as follows:
1.1 The
first
WHEREAS clause of the Agreement is hereby amended and restated to read as
follows:
WHEREAS,
the parties desire that, upon the terms and conditions contained herein,
the
Company shall sell and issue and the Subscribers shall purchase 2,500,000
units
each unit consisting of four shares of the Company’s common stock, par value
$.001 per share (“Common Stock”) and three warrants (“Warrants”) exercisable at
$1.10 per share in accordance with the terms of the attached draft warrant
(the
Warrants and Common Stock are hereinafter referred to as the “Units”); and, in a
private offering (the “Offering”); and
1.2 Section
1.1 of the Agreement is hereby amended and restated to read as follows:
1.1 Subject
to the terms and conditions hereinafter set forth, from time to time and
up
until August 31, 2008 the Company will send the Subscribers written notice
(said
notice can be given by fax, email or by regular USPS mail) requesting that
the
Subscribers purchase the number of Units stated in such notice(s) at a purchase
price of $4.00 per unit. Said notice cannot be given more frequently than
once
per any thirty (30) day period (the “Company’s Notice”). The Subscribers hereby
irrevocably subscribe for and agree to purchase from the Company and the
Company
hereby irrevocably agrees to sell to Subscribers the number of Units set
forth
in the Company’s Notice in the aggregate of 2,500,000 Units for all notices
(provided that, Subscribers acknowledge that the Company’s unissued balance of
authorized shares is insufficient to service the maximum requirements of
such
aggregate number of Units). In each Company Notice, Company shall request
that
Subscriber purchase no less than 100,000 units and no more than 300,000 units
in
any given Notice period. Subscriber shall wire within thirty days of the
receipt
of the Company’s Notice an amount equal to the Company’s Notice (the
“Subscription Amount”). Within thirty (30) business days of the Company’s
receipt of the Subscription Amount, the Company shall send to the Subscribers
stock certificates and Warrants representing the Units purchased, to the
extent
that the Company has sufficient unissued authorized shares to issue such
Common
Stock and has sufficient unissued authorized shares to allow for exercise
of
such Warrants. To the extent the Company does not have sufficient unissued
authorized shares to issue such Common Stock and allow for exercise of such
Warrants, the Company shall issue such Common Stock and Warrants when the
Company has sufficient unissued authorized shares to issue such Common Stock
and
allow for exercise of such Warrants. The Company hereby takes into account
the
1,250,000 Units already subscribed for by Subscriber through the date of
the
signing of this Agreement.
1.3
The
second paragraph of the draft warrant attached to the Agreement (and
attached
hereto) is amended and restated to read as follows:
“SUBJECT
TO THE PROVISIONS OF THIS WARRANT HEREOF, THIS WARRANT SHALL BE VOID AFTER
5:00
P.M. EASTERN TIME ON SEPTEMBER 1, 2013.”
1.4 Except
as
amended by this Amendment, the Agreement shall remain in full force and effect
in accordance with its terms.
IN
WITNESS WHEREOF,
the
Subscribers and the Company have as of the date first written above executed
this Amendment.
THE
COMPANY:
CORNERSTONE
PHARMACEUTICALS, INC.
By:
_/s/
Xxxxxx Rodriguez______
Name:
Xxxxxx Xxxxxxxxx
Title:
President.
SUBSCRIBERS:
/s/
A.
Xxxxxx
Xxxxx
A.
Xxxxxx
Xxxxx
/s/
Xxxxx
Xxxxxxxx
Xxxxx
Xxxxxxxx
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THE
SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES
HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS
AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144(K), OR (III)
THE
COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT
THAT
SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES
ACT
OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.
SUBJECT
TO THE PROVISIONS OF THIS WARRRANT HEREOF, THIS WARRANT SHALL BE VOID AFTER
5:00
P.M. EASTERN TIME ON SEPTEMBER 1, 2013 (the “EXPIRATION DATE”).
No.
__________
CORNERSTONE
PHARMACEUTICALS, INC.
WARRANT
TO PURCHASE __________ SHARES OF
COMMON
STOCK, PAR VALUE $0.001 PER SHARE
For
VALUE
RECEIVED, ____________________ (“Warrantholder”), is entitled to purchase,
subject to the provisions of this Warrant, from Cornerstone Pharmaceuticals,
Inc., a New York corporation (the “Company”), at any time not later than 5:00
P.M., Eastern time, on the Expiration Date (as defined above), at an exercise
price per share equal to $1.10 (the “Warrant Price”), ____________________
(__________) shares (“Warrant Shares”) of the Company’s Common Stock, par value
$0.001 per share (“Common Stock”). The number of Warrant Shares purchasable upon
exercise of this Warrant and the Warrant Price shall be subject to adjustment
from time to time as described herein.
Section
1. Registration.
The
Company shall maintain books for the transfer and registration of the Warrant.
Upon the initial issuance of this Warrant, the Company shall issue and register
the Warrant in the name of the Warrantholder.
Section
2. Transfers.
As
provided herein, this Warrant may be transferred only pursuant to a registration
statement filed under the Securities Act of 1933, as amended (the “Securities
Act”), or an exemption from such registration. Subject to such restrictions,
the
Company shall transfer this Warrant from time to time upon the books to be
maintained by the Company for that purpose, upon surrender thereof for transfer
properly endorsed or accompanied by appropriate instructions for transfer
and
such other documents as may be reasonably required by the Company, including,
if
required by the Company, an opinion of its counsel to the effect that such
transfer is exempt from the registration requirements of the Securities Act,
to
establish that such transfer is being made in accordance with the terms hereof,
and a new Warrant shall be issued to the transferee and the surrendered Warrant
shall be canceled by the Company.
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Section
3. Exercise
of Warrant.
Subject
to the provisions hereof, the Warrantholder may exercise this Warrant in
whole
or in part at any time prior to its expiration upon surrender of the Warrant,
together with delivery of the duly executed Warrant exercise form attached
hereto as Appendix A (the “Exercise Agreement”) and payment by cash, certified
check or wire transfer of funds for the aggregate Warrant Price for that
number
of Warrant Shares then being purchased, to the Company during normal business
hours on any business day at the Company’s principal executive offices (or such
other office or agency of the Company as it may designate by notice to the
Warrantholder). The Warrant Shares so purchased shall be deemed to be issued
to
the Warrantholder or the Warrantholder’s designee, as the record owner of such
shares, as of the close of business on the date on which this Warrant shall
have
been surrendered (or evidence of loss, theft or destruction thereof and security
or indemnity satisfactory to the Company), the Warrant Price shall have been
paid and the completed Exercise Agreement shall have been delivered.
Certificates for the Warrant Shares so purchased, representing the aggregate
number of shares specified in the Exercise Agreement, shall be delivered
to the
Warrantholder within a reasonable time, not exceeding three (3) business
days,
after this Warrant shall have been so exercised. The certificates so delivered
shall be in such denominations as may be requested by the Warrantholder and
shall be registered in the name of the Warrantholder or such other name as
shall
be designated by the Warrantholder. If this Warrant shall have been exercised
only in part, then, unless this Warrant has expired, the Company shall, at
its
expense, at the time of delivery of such certificates, deliver to the
Warrantholder a new Warrant representing the number of shares with respect
to
which this Warrant shall not then have been exercised. As used herein, “business
day” means a day, other than a Saturday or Sunday, on which banks in New York
City are open for the general transaction of business. Each exercise hereof
shall constitute the re-affirmation by the Warrantholder that the
representations and warranties contained in Article I of the Subscription
Agreement by and between the Company, Xxxxx Xxxxxxxx and Xxxxxx Xxxxx dated
the
date hereof (the “Subscription Agreement”) are true and correct in all material
respects with respect to the Warrantholder as of the time of such
exercise.
Section
4. Compliance
with the Securities Act of 1933.
Except
as provided in the Subscription Agreement, the Company may cause the legend
set
forth on the first page of this Warrant to be set forth on each Warrant or
similar legend on any security issued or issuable upon exercise of this Warrant,
unless counsel for the Company is of the opinion as to any such security
that
such legend is unnecessary.
Section
5. Payment
of Taxes.
The
Company will pay any documentary stamp taxes attributable to the initial
issuance of Warrant Shares issuable upon the exercise of the Warrant; provided,
however, that the Company shall not be required to pay any tax or taxes which
may be payable in respect of any transfer involved in the issuance or delivery
of any certificates for Warrant Shares in a name other than that of the
Warrantholder in respect of which such shares are issued, and in such case,
the
Company shall not be required to issue or deliver any certificate for Warrant
Shares or any Warrant until the person requesting the same has paid to the
Company the amount of such tax or has established to the Company’s reasonable
satisfaction that such tax has been paid. The Warrantholder shall be responsible
for income taxes due under federal, state or other law, if any such tax is
due.
Section
6. Mutilated
or Missing Warrants.
In case
this Warrant shall be mutilated, lost, stolen, or destroyed, the Company
shall
issue in exchange and substitution of and upon cancellation of the mutilated
Warrant, or in lieu of and substitution for the Warrant lost, stolen or
destroyed, a new Warrant of like tenor and for the purchase of a like number
of
Warrant Shares, but only upon receipt of evidence reasonably satisfactory
to the
Company of such loss, theft or destruction of the Warrant, and with respect
to a
lost, stolen or destroyed Warrant, reasonable indemnity or bond with respect
thereto, if requested by the Company.
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Section
7. Reservation
of Common Stock.
The
Company hereby represents and warrants that there have been reserved, and
the
Company shall at all applicable times keep reserved until issued (if necessary)
as contemplated by this Section 7, out of the authorized and unissued shares
of
Common Stock, sufficient shares to provide for the exercise of the rights
of
purchase represented by this Warrant. The Company agrees that all Warrant
Shares
issued upon due exercise of the Warrant shall be, at the time of delivery
of the
certificates for such Warrant Shares, duly authorized, validly issued, fully
paid and non-assessable shares of Common Stock of the Company.
Section
8. Adjustments.
Subject
and pursuant to the provisions of this Section 8, unless waived in a particular
case by the Warrantholder, the Warrant Price and number of Warrant Shares
subject to this Warrant shall be subject to adjustment from time to time
as set
forth hereinafter.
(a) If
the
Company shall, at any time or from time to time while this Warrant is
outstanding, pay a dividend or make a distribution on its Common Stock in
shares
of Common Stock, subdivide its outstanding shares of Common Stock into a
greater
number of shares or combine its outstanding shares of Common Stock into a
smaller number of shares or issue by reclassification of its outstanding
shares
of Common Stock any shares of its capital stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing corporation), then the number of Warrant Shares
purchasable upon exercise of the Warrant and the Warrant Price in effect
immediately prior to the date upon which such change shall become effective,
shall be adjusted by the Company so that the Warrantholder thereafter exercising
the Warrant shall be entitled to receive the number of shares of Common Stock
or
other capital stock which the Warrantholder would have received if the Warrant
had been exercised immediately prior to such event upon payment of a Warrant
Price that has been adjusted to reflect a fair allocation of the economics
of
such event to the Warrantholder. Such adjustments shall be made successively
whenever any event listed above shall occur.
(b) If
any
capital reorganization, reclassification of the capital stock of the Company,
consolidation or merger of the Company with another corporation in which
the
Company is not the survivor, or sale, transfer or other disposition of all
or
substantially all of the Company’s assets to another corporation shall be
effected, then, as a condition of such reorganization, reclassification,
consolidation, merger, sale, transfer or other disposition, lawful and adequate
provision shall be made whereby each Warrantholder shall thereafter have
the
right to purchase and receive upon the basis and upon the terms and conditions
herein specified and in lieu of the Warrant Shares immediately theretofore
issuable upon exercise of the Warrant, such shares of stock, securities or
assets as would have been issuable or payable with respect to or in exchange
for
a number of Warrant Shares equal to the number of Warrant Shares immediately
theretofore issuable upon exercise of the Warrant, had such reorganization,
reclassification, consolidation, merger, sale, transfer or other disposition
not
taken place, and in any such case appropriate provision shall be made with
respect to the rights and interests of each Warrantholder to the end that
the
provisions hereof (including, without limitation, provision for adjustment
of
the Warrant Price) shall thereafter be applicable, as nearly equivalent as
may
be practicable in relation to any shares of stock, securities or assets
thereafter deliverable upon the exercise hereof. The Company shall not effect
any such consolidation, merger, sale, transfer or other disposition unless
prior
to or simultaneously with the consummation thereof the successor corporation
(if
other than the Company) resulting from such consolidation or merger, or the
corporation purchasing or otherwise acquiring such assets or other appropriate
corporation or entity shall assume the obligation to deliver to the
Warrantholder, at the last address of the Warrantholder appearing on the
books
of the Company, such shares of stock, securities or assets as, in accordance
with the foregoing provisions, the Warrantholder may be entitled to purchase,
and the other obligations under this Warrant. The provisions of this paragraph
(b) shall similarly apply to successive reorganizations, reclassifications,
consolidations, mergers, sales, transfers or other dispositions.
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(c) In
case
the Company shall fix a payment date for the making of a distribution to
all
holders of Common Stock (including any such distribution made in connection
with
a consolidation or merger in which the Company is the continuing corporation)
of
evidences of indebtedness or assets (other than cash dividends or cash
distributions payable out of consolidated earnings or earned surplus or
dividends or distributions referred to in Section 8(a)), or subscription
rights
or warrants, the Warrant Price to be in effect after such payment date shall
be
determined by multiplying the Warrant Price in effect immediately prior to
such
payment date by a fraction, the numerator of which shall be the total number
of
shares of Common Stock outstanding multiplied by the Market Price (as defined
below) per share of Common Stock immediately prior to such payment date,
less
the fair market value (as determined by the Company’s Board of Directors in good
faith) of said assets or evidences of indebtedness so distributed, or of
such
subscription rights or warrants, and the denominator of which shall be the
total
number of shares of Common Stock outstanding multiplied by such Market Price
per
share of Common Stock immediately prior to such payment date. “Market Price” as
of a particular date (the “Valuation Date”) shall mean the following: (a) if the
Common Stock is then listed on a national stock exchange, the closing sale
price
of one share of Common Stock on such exchange on the last trading day prior
to
the Valuation Date; (b) if the Common Stock is then quoted on The Nasdaq
Stock
Market, Inc. (“Nasdaq”), the National Association of Securities Dealers, Inc.
OTC Bulletin Board (the “Bulletin Board”) or such similar exchange or
association, the closing sale price of one share of Common Stock on Nasdaq,
the
Bulletin Board or such other exchange or association on the last trading
day
prior to the Valuation Date or, if no such closing sale price is available,
the
average of the high bid and the low asked price quoted thereon on the last
trading day prior to the Valuation Date; or (c) if the Common Stock is not
then
listed on a national stock exchange or quoted on Nasdaq, the Bulletin Board
or
such other exchange or association, the fair market value of one share of
Common
Stock as of the Valuation Date, shall be determined in good faith by the
Board
of Directors of the Company and the Warrantholder. If the Common Stock is
not
then listed on a national securities exchange, the Bulletin Board or such
other
exchange or association, the Board of Directors of the Company shall respond
promptly, in writing, to an inquiry by the Warrantholder prior to the exercise
hereunder as to the fair market value of a share of Common Stock as determined
by the Board of Directors of the Company. In the event that the Board of
Directors of the Company and the Warrantholder are unable to agree upon the
fair
market value in respect of subpart (c) hereof, the Company and the Warrantholder
shall jointly select an appraiser, who is experienced in such matters. The
decision of such appraiser shall be final and conclusive, and the cost of
such
appraiser shall be borne equally by the Company and the Warrantholder. Such
adjustment shall be made successively whenever such a payment date is
fixed.
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(d) An
adjustment to the Warrant Price shall become effective immediately after
the
payment date in the case of each dividend or distribution and immediately
after
the effective date of each other event which requires an
adjustment.
(e) In
the
event that, as a result of an adjustment made pursuant to this Section 8,
the
Warrantholder shall become entitled to receive any shares of capital stock
of
the Company other than shares of Common Stock, the number of such other shares
so receivable upon exercise of this Warrant shall be subject thereafter to
adjustment from time to time in a manner and on terms as nearly equivalent
as
practicable to the provisions with respect to the Warrant Shares contained
in
this Warrant.
Section
9. Fractional
Interest.
The
Company shall not be required to issue fractions of Warrant Shares upon the
exercise of this Warrant. If any fractional share of Common Stock would,
except
for the provisions of the first sentence of this Section 9, be deliverable
upon
such exercise, the Company, in lieu of delivering such fractional share,
shall
pay to the exercising Warrantholder an amount in cash equal to the Market
Price
of such fractional share of Common Stock on the date of exercise.
Section
10. Benefits.
Nothing
in this Warrant shall be construed to give any person, firm or corporation
(other than the Company and the Warrantholder) any legal or equitable right,
remedy or claim, it being agreed that this Warrant shall be for the sole
and
exclusive benefit of the Company and the Warrantholder.
Section
11. Notices
to Warrantholder.
Upon
the happening of any event requiring an adjustment of the Warrant Price,
the
Company shall promptly give written notice thereof to the Warrantholder at
the
address appearing in the records of the Company, stating the adjusted Warrant
Price and the adjusted number of Warrant Shares resulting from such event
and
setting forth in reasonable detail the method of calculation and the facts
upon
which such calculation is based. Failure to give such notice to the
Warrantholder or any defect therein shall not affect the legality or validity
of
the subject adjustment.
Section
12. Notices.
Unless
otherwise provided, any notice required or permitted under this Warrant shall
be
given in writing and shall be deemed effectively given as hereinafter described
(i) if given by personal delivery, then such notice shall be deemed given
upon
such delivery, (ii) if given by telex or facsimile, then such notice shall
be
deemed given upon receipt of confirmation of complete transmittal, (iii)
if
given by mail, then such notice shall be deemed given upon the earlier of
(A)
receipt of such notice by the recipient or (B) three days after such notice
is
deposited in first class mail, postage prepaid, and (iv) if given by an
internationally recognized overnight air courier, then such notice shall
be
deemed given one business day after delivery to such carrier. All notices
shall
be addressed as follows: if to the Warrantholder, at its address as set forth
in
the Company’s books and records and, if to the Company, at the address as
follows, or at such other address as the Warrantholder or the Company may
designate by ten days’ advance written notice to the other:
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If
to the
Company:
Cornerstone
Pharmaceuticals, Inc.
Xxx
Xxxxxx Xxxxx
Xxxxxxxx,
Xxx Xxxxxx 00000
Attention:
Xxxxx Xxxxxxxx, Esq.
Fax:
(000) 000-0000
With
a
copy to:
Sichenzia
Xxxx Xxxxxxxx Xxxxxxx LLP
0000
Xxxxxx xx xxx Xxxxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxx X. Xxxx, Esq.
Fax:
(000) 000-0000
Section
13. Registration
Rights.
The
initial Warrantholder is entitled to the benefit of certain registration
rights
with respect to the shares of Common Stock issuable upon the exercise of
this
Warrant as provided in the Article V of the Subscription Agreement, and any
subsequent Warrantholder may be entitled to such rights.
Section
14.
Successors.
All the
covenants and provisions hereof by or for the benefit of the Warrantholder
shall
bind and inure to the benefit of its respective successors and assigns
hereunder.
Section
15. Governing
Law; Consent to Jurisdiction; Waiver of Jury Trial.
This
Warrant shall be governed by, and construed in accordance with, the internal
laws of the State of New York, without reference to the choice of law provisions
thereof. The Company and, by accepting this Warrant, the Warrantholder, each
irrevocably submits to the exclusive jurisdiction of the courts of the State
of
New York located in New York County and the United States District Court
for the
Southern District of New York for the purpose of any suit, action, proceeding
or
judgment relating to or arising out of this Warrant and the transactions
contemplated hereby. Service of process in connection with any such suit,
action
or proceeding may be served on each party hereto anywhere in the world by
the
same methods as are specified for the giving of notices under this Warrant.
The
Company and, by accepting this Warrant, the Warrantholder, each irrevocably
consents to the jurisdiction of any such court in any such suit, action or
proceeding and to the laying of venue in such court. The Company and, by
accepting this Warrant, the Warrantholder, each irrevocably waives any objection
to the laying of venue of any such suit, action or proceeding brought in
such
courts and irrevocably waives any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum.
EACH
OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES
ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS
WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO
THIS
WAIVER.
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Section
16. Call
Provisions.
(a) Subject
to the provisions of clause (b) below, in the event that the Company’s common
stock is traded on the OtC Bulletin Board (or any other exchange or stock
market) the closing bid price of a share of Common Stock as traded on the
OTC
Bulletin Board (or such other exchange or stock market on which the Common
Stock
may then be listed or quoted) equals or exceeds two times the Warrant Price
(appropriately adjusted for any stock split, reverse stock split, stock dividend
or other reclassification or combination of the Common Stock occurring after
the
date hereof) for at least ten (10) consecutive trading days, the Company,
upon
thirty (30) days prior written notice (the “Notice
Period”)
given
to the Warrantholder, may call this Warrant at a redemption price equal to
$0.01
per share of Common Stock then purchasable pursuant to this Warrant; provided
that the Company simultaneously calls all Company Warrants (as defined below)
on
the same terms. Notwithstanding any such notice by the Company, the
Warrantholder shall have the right to exercise this Warrant prior to the
end of
the Notice Period.
(b) In
connection with any transfer or exchange of less than all of this Warrant,
the
transferring Warrantholder shall deliver to the Company an agreement or
instrument executed by the transferring Warrantholder and the new Warrantholder
allocating between them on whatever basis they may determine in their sole
discretion any subsequent call of this Warrant by the Company, such that
after
giving effect to such transfer the Company shall have the right to call the
same
number of Warrants that it would have had if the transfer or exchange had
not
occurred.
Section
17. No
Rights as Stockholder.
Prior
to the exercise of this Warrant, the Warrantholder shall not have or exercise
any rights as a stockholder of the Company by virtue of its ownership of
this
Warrant.
Section
18. Amendment;
Waiver.
This
Warrant is one of a class of Warrants of like tenor issued by the Company
pursuant to the Subscription Agreement (collectively, the “Company
Warrants”).
Any
term of this Warrant may be amended or waived upon the written consent of
the
Company and the holders of Company Warrants representing at least 50% of
the
number of shares of Common Stock then subject to all outstanding Company
Warrants; provided,
that
(x) any such amendment or waiver must apply to all Company Warrants; and
(y) the
number of Warrant Shares subject to this Warrant, the Warrant Price and the
Expiration Date may not be amended, and the right to exercise this Warrant
may
not be altered or waived, without the written consent of the Warrantholder.
Section
19. Section
Headings.
The
section headings in this Warrant are for the convenience of the Company and
the
Warrantholder and in no way alter, modify, amend, limit or restrict the
provisions hereof.
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IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed,
as of
the ____ day of ________________ 2007.
CORNERSTONE
PHARMACEUTICALS, INC.
|
By:
Name:
Title:
|
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APPENDIX
A
CORNERSTONE
PHARMACEUTICALS, INC.
WARRANT
EXERCISE FORM
To
Cornerstone Pharmaceuticals, Inc.:
The
undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within Warrant (“Warrant”) for, and to purchase thereunder by
the payment of the Warrant Price and surrender of the Warrant, _______________
shares of Common Stock (“Warrant Shares”) provided for therein, and requests
that certificates for the Warrant Shares be issued as follows:
|
Name
|
|
Address
|
|
Federal
Tax ID or Social Security No.
|
and
delivered by (certified
mail to the above address, or (electronically (provide DWAC Instructions:
___________________), or (other (specify): ______________________
_______________________________________________________________________),
and,
if the number of Warrant Shares shall not be all the Warrant Shares purchasable
upon exercise of the Warrant, that a new Warrant for the balance of the Warrant
Shares purchasable upon exercise of this Warrant be registered in the name
of
the undersigned Warrantholder or the undersigned’s Assignee as below indicated
and delivered to the address stated below.
Dated:
___________________, ____
Note:
The
signature must correspond with the
name
of the Warrantholder as written on the first page of the Warrant in every
particular, without alteration or enlargement or any change whatever, unless
the
Warrant has been assigned.
|
Warrant
Signature:
|
||
|
Name
(please print):
|
||
|
Address
|
||
|
Federal
Identification or
|
||
|
Social
Security No.
|
||
|
Assignee:
|
||
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