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EXHIBIT 4.16: Form Series B Warrant
[LANGUAGE IN BRACKETS IS CONTAINED IN SOME, BUT NOT ALL, OF THE WARRANTS]
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE SECURITIES ACT, AND NEITHER THIS WARRANT NOR THE SHARES OF COMMON
STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT CAN BE SOLD OR TRANSFERRED EXCEPT
PURSUANT TO THE REGISTRATION PROVISIONS OF SUCH ACTS OR AN EXEMPTION THEREFROM.
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER CONTAINED IN A CERTAIN
_______________ AGREEMENT BY AND AMONG THE COMPANY AND THE PURCHASER HEREOF, A
COPY OF WHICH IS AVAILABLE AT THE PRINCIPAL OFFICES OF THE COMPANY.
THIS WARRANT CERTIFICATE IS ISSUED PURSUANT TO SECTION ______ OF THE
___________ AGREEMENT BETWEEN __________ AND THE COMPANY DATED
_________________ IN SUBSTITUTION FOR _____ WARRANTS TO PURCHASE SHARES OF BTC
COMMON STOCK FOR $____ PER SHARE.
______ Warrants
VOID AFTER _______________
XXXXXX FIBER PROPERTIES, INC.
WARRANT CERTIFICATE
THIS CERTIFIES THAT for value received ____________ or registered
assigns, is the owner of the number of Warrants set forth above, each of which
entitles the owner thereof to purchase at any time prior to 4:00 P.M. (St.
Louis time) on ___________, at the principal executive offices of Xxxxxx Fiber
Properties, Inc., a Delaware corporation (the "Company"), one fully paid and
nonassessable share of the Voting Common Stock, $.01 par value ("Common Stock")
of the Company at the purchase price of $____ per share ("Purchase Price") upon
presentation and surrender of this Warrant Certificate with the Form of
Election to Purchase attached hereto duly executed [, together with payment to
the Company of the Purchase Price.]. Payment may be made either in cash, or,
at the option of the holder of this Warrant, in shares of Common Stock having a
Market Price on date of exercise equal to the aggregate Purchase Price of the
shares of Common Stock being purchased upon
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exercise hereof. The Warrants evidenced by this Warrant Certificate may be
exercised in whole but not in part. No fractional shares of Common Stock will
be issued upon exercise of the Warrants evidenced hereby. [As soon as
practicable after exercise of this Warrant (but in any event within five
business days thereafter) the Company shall deliver to the Person of Persons
specified in the Election to Purchase a certificate or certificates
representing the number of shares of Common Stock issuable upon exercise of
this Warrant in such name or names and such denomination or denominations as
the holder of this Warrant shall specify in the Election to Purchase.]
The number of Warrants evidenced by this Warrant Certificate (and the
number of shares of Common Stock which may be purchased upon exercise thereof)
set forth above, and the Purchase Price set forth above, are the number and
Purchase Price as of January 2, 1996, based on the shares of Common Stock of
the Company as constituted at such date. In order to prevent dilution of the
exercise rights granted under this Warrant, the Purchase Price shall be subject
to adjustment from time to time as follows:
(i) If and whenever on or after the original date of issuance of
this Warrant, the Company issues or sells, or in accordance with subparagraphs
(A) or (B) of paragraph (ii) below is deemed to have issued or sold, any shares
of its Common Stock for a consideration per share less than $12.50 per share,
then forthwith upon such issue or sale the Purchase Price shall be reduced to
the Purchase Price determined by dividing (A) the sum of (I) the product
derived by multiplying the Purchase Price in effect immediately prior to such
issue or sale times the number of shares of Common Stock Deemed Outstanding
immediately prior to such issue or sale, plus (II) the consideration, if any,
received by the Company upon such issue or sale, by (B) the number of shares of
Common Stock Deemed Outstanding immediately after such issue or sale; provided
that there shall be no adjustment in the Purchase Price as a result of any
issuance or sale (or deemed issuance or sale) of (1) up to an aggregate of
4,220,320 shares of Common Stock to employees of the Company and its
Subsidiaries pursuant to stock option plans and stock ownership plans approved
by the Company's board of directors, (2) 16,517,980 shares of Common Stock
issuable upon conversion of shares of Preferred Stock outstanding on the date
hereof, (3) 192,340 shares of Common Stock issuable pursuant to 9,617 Series A-
2 Preferred Stock Purchase Warrants outstanding on the date hereof, (4)
1,631,940 shares of Common Stock issuable pursuant to 81,597 Series A-1
Preferred Stock Purchase Warrants issuable pursuant to the Merger Agreement and
(5) 814,520 shares of Common Stock issuable pursuant to Common Stock Purchase
Warrants issuable pursuant to the Merger Agreement (as such number of shares in
clauses (1) through (5) and such price of $12.50 per share may be
proportionately adjusted for subsequent stock splits, combinations and
dividends affecting the Common Stock). Whenever the Purchase Price is
adjusted, the holder of this Warrant shall thereafter be entitled to purchase
at the new Purchase Price the number of shares of Common Stock obtained by
multiplying the Purchase Price in effect immediately prior to such adjustment
by the number of shares of Common Stock purchasable pursuant hereto immediately
prior to such adjustment and dividing the product thereof by the new Purchase
Price. As used herein, the term "Common Stock Deemed Outstanding" means, at
any given time, the number of shares of Common Stock actually outstanding at
such time, plus the number of shares of Common Stock deemed to be outstanding
pursuant to subparagraphs (A) and (B) of paragraph (ii) below.
(ii) For purposes of determining the adjusted Purchase Price, the
following shall be applicable:
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(A) Issuance of Rights or Options. If [and whenever on or
after the original date of issuance of this Warrant] the Company in any manner
grants any rights or options to subscribe for or to purchase Common Stock or
any stock or other securities convertible into or exchangeable for Common Stock
(such rights or options being herein called "Options" and such convertible or
exchangeable stock or securities being herein called "Convertible Securities")
and the price per share for which Common Stock is issuable upon the exercise of
such Options or upon conversion or exchange of such Convertible Securities is
less than $12.50 per share, then the total maximum number of shares of Common
Stock issuable upon the exercise of such Options or upon conversion or exchange
of the total maximum amount of such Convertible Securities shall be deemed to
be outstanding and to have been issued and sold by the Company at the time of
the granting of such Options for such price per share. For purposes of this
paragraph, the "price per share for which Common Stock is issuable" shall be
determined by dividing (I) the total amount, if any, received or receivable by
the Company as consideration for the granting of such Options, plus the minimum
aggregate amount of additional consideration payable to the Company upon
exercise of all such Options, plus in the case of such Options which relate to
Convertible Securities, the minimum aggregate amount of additional
consideration if any, payable to the Company upon the issuance or sale of such
Convertible Securities and the conversion or exchange thereof, by (II) the
total maximum number of shares of Common Stock issuable upon the exercise of
such Options or upon the conversion or exchange of all such Convertible
Securities issuable upon the exercise of such Options. No further adjustment
of the Purchase Price shall be made when Convertible Securities are actually
issued upon the exercise of such Options or when Common Stock is actually
issued upon the exercise of such Options or the conversion or exchange of such
Convertible Securities.
(B) Issuance of Convertible Securities. If [and whenever on
or after the original date of issuance of this Warrant] the Company in any
manner issues or sells any Convertible Securities and the price per share for
which Common Stock is issuable upon such conversion or exchange of such
Convertible Securities is less than $12.50 per share, then the maximum number
of shares of Common Stock issuable upon conversion or exchange of such
Convertible Securities shall be deemed to be outstanding and to have been
issued and sold by the Company at the time of the issuance or sale of such
Convertible Securities for such price per share. For the purposes of this
paragraph, the "price per share for which Common Stock is issuable" shall be
determined by dividing (I) the total amount received or receivable by the
Company as consideration for the issue or sale of such Convertible Securities,
plus the minimum aggregate amount of additional consideration, if any, payable
to the Company upon the conversion or exchange thereof, by (II) the total
maximum number of shares of Common Stock issuable upon the conversion or
exchange of all such Convertible Securities. No further adjustment of the
Purchase Price shall be made when Common Stock is actually issued upon the
conversion or exchange of such Convertible Securities, and if any such issue or
sale of such Convertible Securities is made upon exercise of any Options for
which adjustments of the Purchase Price had been or are to be made pursuant to
other provisions hereof, no further adjustment of the Purchase Price shall be
made by reason of such issue or sale.
(C) Change in Option Price or Conversion Rate. If the
exercise price provided for in any Options, the additional consideration, if
any, payable upon the conversion or exchange of any Convertible Securities, or
the rate at which any Convertible Securities are convertible into or
exchangeable for Common Stock change at any time, the Purchase Price in effect
at the time of
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such change shall be readjusted to the Purchase Price which would have been in
effect at such time had such Options or Convertible Securities provided for
such changed exercise price, additional consideration or changed conversion
rate, as the case may be, at the time initially granted, issued or sold;
provided that if such adjustment would result in an increase of the Purchase
Price then in effect, such adjustment shall not be effective until 30 days
after written notice thereof has been given by the Company to the holder of
this Warrant.
(D) Treatment of Expired Options and Unexercised Convertible
Securities. Upon the expiration of any Option or the termination of any right
to convert or exchange any Convertible Security without the exercise of any
such Option or right, the Purchase Price then in effect hereunder shall be
adjusted to the Purchase Price which would have been in effect at the time of
such expiration or termination had such Option or Convertible Security, to the
extent outstanding immediately prior to such expiration or termination, never
been issued; provided that if such expiration or termination would result in an
increase in the Purchase Price then in effect, such increase shall not be
effective until 30 days after written notice thereof has been given to the
holder of this Warrant.
(E) Calculation of Consideration Received. If any Common
Stock, Options or Convertible Securities are issued or sold or deemed to have
been issued or sold for cash, the consideration received therefor shall be
deemed to be the net amount received by the Company therefor. In case any
Common Stock, Options or Convertible Securities are issued or sold or deemed to
have been issued or sold for consideration other than cash, the amount of the
consideration other than cash received by the Company shall be the fair value
of such consideration, except where such consideration consists of securities,
in which case the amount of consideration received by the Company shall be the
Market Price thereof as of the date of receipt. If any Common Stock, Options
or Convertible Securities are issued to the owners of the non-surviving entity
in connection with any merger in which the Company is the surviving
corporation, the amount of consideration therefor shall be deemed to be the
fair value of such portion of the net assets and business of the nonsurviving
entity as is attributable to such Common Stock, Options or Convertible
Securities, as the case may be. The fair value of any consideration other than
cash and securities shall be determined by a majority of the Company's board of
directors (including two-thirds of its Outside Directors). As used herein,
the term "Market Price" of any security means the average of the closing sales
prices of such security on all securities exchanges on which such security may
at the time be listed, or, if there has been no sale on any such exchange on
any day, the average of the highest bid and lowest asked prices on all such
exchanges at the end of such day, or, if on any day such security is not so
listed, the average of the representative bid and asked prices quoted in the
NASDAQ System as of 4:00 P.M., New York time, or, if on any day such security
is not quoted in the NASDAQ System, the average of the highest bid and lowest
asked prices on such day in the domestic over-the-counter market as reported by
the National Quotation Bureau, Incorporated, or any similar successor
organization, in each such case averaged over a period of 21 days consisting of
the day as of which "Market Price" is being determined and the 20 consecutive
business days prior to such day. If at any time such security is not listed on
any securities exchange or quoted in the NASDAQ System or the over-the-counter
market, the "Market Price" shall be the fair value thereof determined jointly
by [the Board of Directors of] the Company and the holder of this Warrant. If
such parties are unable to reach agreement within a reasonable period of time,
such fair value shall be determined by an independent appraiser experienced in
valuing securities jointly selected by the Company and the holder of this
Warrant. The determination of such
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appraiser shall be final and binding upon the parties, and the Company shall
pay the fees and expenses of such appraiser.
(F) Integrated Transactions. In case any Option is issued in
connection with the issue or sale of other securities of the Company, together
comprising one integrated transaction in which no specific consideration is
allocated to such Option by the parties thereto, the Option shall be deemed to
have been issued for a consideration of $.01.
(G) Treasury Shares. The number of shares of Common Stock
outstanding at any given time does not include shares owned or held by or for
the account of the Company or any Subsidiary of the Company, and the
disposition of any shares so owned or held shall be considered an issue or sale
of Common Stock.
(H) Record Date. If the Company takes a record of the
holders of Common Stock for the purpose of entitling them (a) to receive a
dividend or other distribution payable in Common Stock, Options or Convertible
Securities or (b) to subscribe for or purchase Common Stock, Options or
Convertible Securities, then such record date shall be deemed to be the date of
the issue or sale of the shares of Common Stock deemed to have been issued or
sold upon the declaration of such dividend or upon the making of such other
distribution or the date of the granting of such right of subscription or
purchase, as the case may be.
(I) Subdivision or Combination of Common Stock. If the
Company at any time subdivides (by any stock split, stock dividend,
recapitalization or otherwise) its outstanding shares of Common Stock into a
greater number of shares, the Purchase Price in effect immediately prior to
such subdivision, and the price of $12.50 per share in clauses (A) and (B)
above, shall be proportionately reduced, and if the Company at any time
combines (by reverse stock split or otherwise) its outstanding shares of Common
Stock into a smaller number of shares, the Purchase Price in effect immediately
prior to such combination, and the price of $12.50 per share in clauses (A) and
(B) above, shall be proportionately increased.
(J) Reorganization, Reclassification, Consolidation, Merger
or Sale. Any reorganization, reclassification, consolidation, merger, sale of
all or substantially all of the Company's assets to another Person or other
transaction which is affected in such a manner that holders of Common Stock are
entitled to receive (either directly or upon subsequent liquidation) stock,
securities or assets with respect to or in exchange for Common Stock is
referred to herein as an "Organic Change". Prior to the consummation of any
Organic Change, the Company shall make appropriate provision to insure that the
holder of this Warrant shall thereafter have the right to acquire and receive,
in lieu of or in addition to (as the case may be) the shares of Common Stock
immediately theretofore acquirable and receivable upon the exercise of this
Warrant, such shares of stock, securities or assets as such holder would have
received in connection with such Organic Change if the holder of this Warrant
had exercised this Warrant immediately prior to such Organic Change. In each
such case, the Company shall also make appropriate provision to insure that the
adjustment provisions of this Warrant shall thereafter continue to apply
(including, in the case of any such consolidation, merger or sale in which the
successor entity or purchasing entity is other than the Company, an immediate
adjustment of the Purchase Price to the value for the Common Stock reflected by
the terms of such consolidation, merger or sale, and a corresponding immediate
adjustment in the number of shares of
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Common Stock acquirable and receivable upon exercise of this Warrant, if the
value so reflected is less than the Purchase Price in effect immediately prior
to such consolidation, merger or sale). The Company shall not effect any
consolidation, merger or sale, unless prior to the consummation thereof, the
successor corporation (if other than the Company) resulting from such
consolidation or merger or the corporation purchasing such assets assumes by
written instrument the obligation to deliver to the holder of this Warrant such
shares of stock, securities or assets as, in accordance with the foregoing
provisions, such holder may be entitled to acquire.
(K) Certain Events. If any event occurs of the type
contemplated by the adjustment provisions of this Warrant but not expressly
provided for by such provisions (including, without limitation, the granting of
stock appreciation rights, phantom stock rights or other rights with equity
features), then the Company's board of directors shall make an appropriate
adjustment in the Purchase Price so as to protect the rights of the holder of
this Warrant; provided that no such adjustment shall increase the Purchase
Price as otherwise determined pursuant hereto or decrease the number of shares
of Common Stock issuable upon exercise of this Warrant.
(L) Notices. Immediately upon any adjustment of the Purchase
Price, the Company shall give written notice thereof to the holder of this
Warrant, setting forth in reasonable detail and certifying the calculation of
such adjustment. The Company shall also give written notice to the holder of
this Warrant at least 20 days prior to the date on which the Company closes its
books or takes a record (I) with respect to any dividend or distribution upon
the Common Stock, (II) with respect to any pro rata subscription offer to
holders of the Common Stock or (III) for determining rights to vote with
respect to any Organic Change, dissolution or liquidation, and the date on
which any Organic Change shall take place.
(M) Purchase Rights. If at any time the Company grants,
issues or sells any Options, Convertible Securities or rights to purchase
stock, warrants, securities or other property (the "Purchase Rights") pro rata
to each record holder of the Common Stock, in its capacity as such record
holder, then the holder of this Warrant shall thereafter be entitled to
acquire, in addition to the shares of Common Stock acquirable and receivable
upon exercise of this Warrant, and upon the terms applicable to such Purchase
Rights, the aggregate Purchase Rights which such holder could have acquired if
such holder had held the number of shares of Common Stock acquirable upon
exercise of this Warrant immediately before the date on which a record is taken
for the grant, issuance or sale of such Purchase Rights, or, if no such record
is taken, the date as of which the record holders of Common Stock are to be
determined for the grant, issue or sale of such Purchase Rights.
The Company covenants that it will at all times reserve and keep
available out of its authorized Common Stock, solely for the purpose of
issuance upon exercise of this Warrant, such number of shares of Common Stock
as shall from time to time be issuable upon the exercise of this Warrant; and
if at any time the number of authorized but unissued and issued but not
outstanding shares of the Common Stock, on a fully diluted basis, shall not be
sufficient to effect the exercise of this Warrant at the Purchase Price then in
effect, the Company will take such corporate action as may, in the opinion of
its counsel, be necessary to increase its authorized but unissued or issued but
not outstanding shares of the Common Stock to such number of shares as shall be
sufficient for such purpose. The Company covenants that all shares of Common
Stock which shall be so issuable, when issued upon conversion of this Warrant,
shall be duly and validly issued, fully-paid and non-assessable.
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[Upon receipt of evidence reasonably satisfactory to the Company (an
affidavit of the original registered holder of this Warrant shall be
satisfactory) of the ownership and the loss, theft, destruction or mutilation
of this Warrant certificate, and, in the case of any such loss, theft or
destruction, upon receipt of an indemnity reasonably satisfactory to the
Company (the agreement of indemnity of the original registered holder of this
Warrant shall be satisfactory), or, in the case of any such mutilation, upon
surrender of the mutilated Warrant certificate, the Company (at its expense)
shall execute and deliver in lieu of this Warrant certificate a new Warrant
certificate of like kind representing the same number of Warrants represented
by the lost, stolen, destroyed or mutilated Warrant certificate and dated the
date thereof.]
The issuance of certificates for shares of the Common Stock upon the
exercise of this Warrant shall be made without charge to the holder hereof for
any issuance tax in respect of the issuance of such certificates or other cost
incurred by the Company in connection with such exercise and the related
issuance of shares of Common Stock.
No holder of this Warrant Certificate shall be entitled to vote or
receive dividends or be deemed the holder of Common Stock or any other
securities of the Company which may at any time be issuable on the exercise
hereof for any purpose, nor shall anything contained herein be construed to
confer upon the holder hereof, as such, any of the rights of a shareholder of
the Company or any right to vote for the election of directors or upon any
matter submitted to shareholders at any meeting thereof, or to give or withhold
consent to any corporate action (whether upon any recapitalization, issue of
stock, reclassification of stock, change of par value, consolidation, merger,
conveyance, or otherwise), or except as provided above, to receive notice of
meetings, or to receive dividends of subscription rights or otherwise, until
the Warrant or Warrants evidenced by this Warrant Certificate shall have been
exercised.
Every holder of this Warrant Certificate by accepting the same
consents and agrees with the Company that:
(a) The Warrant Certificates are transferable only on the
registry books of the Company if surrendered at the principal office
of the Company or its transfer agent, duly endorsed, or accompanied by
a proper instrument of transfer; and
(b) The Company may deem and treat the person in whose name the
Warrant Certificate is registered as the absolute owner thereof and of
the Warrants evidenced thereby (notwithstanding any notations of
ownership or writing on the Warrant Certificates made by anyone other
than the Company) for all purposes whatsoever, and the Company shall
not be affected by any notice to the contrary.
All notices, demands and other communications provided for hereunder
shall be in writing and shall be deemed to have been given when delivered
personally to the recipient, one Business Day after being sent to the recipient
by reputable express courier service (charges prepaid) or three Business Days
after being mailed to the recipient by certified or registered mail, return
receipt requested and postage prepaid. Such notices, demands and other
communications shall be delivered or sent (i) to the Company at its principal
executive offices and (ii) to the holder of this Warrant at its
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address as it appears on the Company's records (or such other address as may be
indicated by the holder of this Warrant upon written notice to the Company).
THIS WARRANT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
SUBSTANTIVE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ITS CONFLICTS OF
LAWS PRINCIPLES.
Any legal action or proceeding with respect to this Warrant may be
brought in the courts of the City of St. Louis, State of Missouri, or of the
United States of America for the Eastern District of Missouri in St. Louis,
Missouri, and, by execution and issuance or acceptance of this Warrant, the
Company and the holder of this Warrant hereby accepts for itself and in respect
of its property, generally and unconditionally, the jurisdiction of the
aforesaid courts. The Company and the holder of this Warrant further
irrevocably consents to the service of process out of any of the aforementioned
courts in any action or proceeding by the mailing of copies thereof by
registered or certified mail, postage prepaid, to the Company at its principal
executive offices and to the holder of this Warrant at its address as it
appears on the Company's records (or such other address as may be indicated by
the holder of this Warrant upon written notice to the Company), such service to
become effective seven days after such mailing. Nothing herein shall affect
the right of the Company or the holder of this Warrant to serve process in any
other manner permitted by law or to commence legal proceedings or otherwise
proceed in any other jurisdiction. The Company and the holder of this Warrant
further hereby irrevocably waives any objection which it may now or hereafter
have to the laying of venue of any of the aforesaid actions or proceedings
arising out of or in connection with this Warrant brought in the courts
referred to above and hereby further irrevocably waives and agrees not to plead
or claim in any such court that any such action or proceeding brought in any
such court has been brought in an inconvenient forum.
This Warrant is issued pursuant to the terms of a __________
Agreement, dated as of ______________ (the "Purchase Agreement"), between BTC
and the holder of this Warrant, and the [holder/Purchaser] of this Warrant is
entitled to the benefits thereof. Initially capitalized terms which are not
otherwise defined herein are used herein as defined in the Purchase Agreement.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
and issued by its duly authorized officer as of ________________.
XXXXXX FIBER PROPERTIES, INC.
By:_______________________________________________
Xxxxx X. Xxxxx
Vice Chairman and Chief Executive Officer
ATTEST:
_____________________________________
Xxxx X. Xxxxxxx, Secretary
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FORM OF ELECTION TO PURCHASE
(TO BE EXECUTED IF HOLDER DESIRES TO EXERCISE THE WARRANT CERTIFICATE.)
To Xxxxxx Fiber Properties, Inc.:
The undersigned hereby irrevocably elects to exercise the 55,540
Warrants represented by this Warrant Certificate to purchase the shares of
Common Stock issuable upon the exercise of such Warrants and requests that
certificates for such shares be issued in the name of:
Please insert social security
or other identifying number
________________________________________________________________________________
(Please print name and address)
Dated: __________________, 19______
__________________________________________________
Signature
(SIGNATURE MUST CONFORM IN ALL RESPECTS TO NAME OF
XXXXXX AS SPECIFIED ON THE FACE OF THIS WARRANT
CERTIFICATE)
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FORM OF ASSIGNMENT
(TO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH HOLDER DESIRES TO
TRANSFER THE WARRANT CERTIFICATE.)
FOR VALUE RECEIVED ___________________________________________________________
hereby sells, assigns and transfers unto ___________________________________
this Warrant Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint ___________________________
Attorney, to transfer the within Warrant Certificate on the books of the
within-named Company, with full power of substitution.
Dated: ____________________, 19_____
__________________________________________________
Signature
(SIGNATURE MUST CORRESPOND IN ALL RESPECTS TO THE
NAME OF XXXXXX AS SPECIFIED ON THE FACE OF THIS
WARRANT CERTIFICATE).
