1
Exhibit 10.16
April 15, 1997
Xx. Xxxxxxx X. Xxxxxxxxx
0000 X. Xxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Dear Len:
This letter is written to set forth the agreement which has been
reached between you and General Automation, Inc. (the "Company") concerning your
resignation as an employee of the Company, and your continuing role as a
consultant to the Company. That agreement is as follows:
1. RESIGNATION AS EMPLOYEE. You have resigned as an employee of the
Company as of the date of this letter agreement. You will be paid your base
compensation through that date, subject to all applicable withholding
obligations of the Company. All employment benefits, including your car
allowance, will terminate as of the date of this letter agreement. However, as a
member of the Company's Board of Directors, you will continue to be eligible to
participate in the Company's group health insurance plan to the same extent as
the Company's other non-employee directors.
2. CONSULTING SERVICES. During the term of this letter agreement, you
will provide such consulting services to the Company as it may request from time
to time concerning the Company and its operations, including but not limited to
consulting with respect to strategic planning and growth opportunities. The
consulting services to be provided by you shall be provided during normal
business hours at such places as shall be specified by the Company. The Company
will provide you with reasonable notice of the time and place at which services
are requested to be provided by you under this letter agreement.
3. COMPENSATION PAYABLE TO YOU; EXPENSES.
--------------------------------------
(a) During the term of this letter agreement, the Company shall pay
the following compensation to you or on your behalf: monthly payments of $6,250
each, payable to Sunset M, Inc.; and monthly payments of $20,833 each, payable
to you. The payments required by this Section 3(a) shall be due on the first day
of each calendar month. Payments with respect to partial months shall be
prorated. In the event that the Company fails to make any payment when due, and
such failure is not cured within ten days following written notice of the same
given by you to the Company, the
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April 15, 1997
Page 2
amount of the late payment shall thereafter bear interest at the rate of 18% per
annum until paid.
(b) The Company will reimburse you for all reasonable and necessary
out-of-pocket expenses incurred by you in the performance of your duties under
this letter agreement upon your submission to the Company of reasonable
documentation evidencing such expenses.
4. TERM. The term of this letter agreement will commence as of the date
hereof and terminate on the third anniversary of the date hereof, subject to
earlier termination as provided below.
5. TERMINATION. Notwithstanding the term stated in Section 4 above,
this letter agreement shall terminate upon the earliest to occur of the
following:
(a) The expiration of thirty (30) days after receipt by you of
written notice of termination executed by the Company if there shall have been a
material breach by you of any of your obligations or covenants under this letter
agreement, which breach is not cured within such thirty day period.
(b) At the Company's election (exercisable by the Company in its
sole discretion), at any time after the second anniversary of the date of this
letter agreement, effective upon written notice of the Company's election to
terminate given by the Company to you.
(c) The expiration of thirty (30) days after receipt by the Company
of written notice of termination executed by you if there shall have been a
material breach by the Company of any of its obligations or covenants under this
letter agreement, which breach is not cured within such thirty day period.
(d) Your death.
6. EFFECT OF TERMINATION.
----------------------
(a) In the event of termination of this letter agreement by the
Company under Section 5(a) or 5(b) above, you will be entitled to receive the
compensation payable to you or on your behalf under Section 3(a) above through
the date of termination, but will not be entitled to receive any severance pay
or any other termination benefits (except that
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April 15, 1997
Page 3
if this letter agreement is terminated by the Company under Section 5(b), you
will also be entitled to receive the Warrant pursuant to Section 7 below).
(b) If this letter agreement terminates for any reason other than
termination by the Company under Section 5(a) or 5(b) above, then you shall be
entitled to receive the compensation payable to you or on your behalf under
Section 3(a) above through the date of termination, and a severance payment in
an amount equal to the sum of (i) the compensation which would have been payable
on your behalf under Section 3(a)(i) above during the period commencing on the
date of termination of this letter agreement and ending on the second
anniversary of the date of this letter agreement, and (ii) the compensation
which would have been payable to you under Section 3(a)(ii) above during the
period commencing on the date of termination of this letter agreement and ending
on the third anniversary of the date of this letter agreement. The severance
payment referred to in this Section 6(b) shall be paid to you or on your behalf
in equal monthly payments commencing one month following the date of termination
of this letter agreement. If this letter agreement has terminated due to your
death, the payments specified to be made by this Section 6(b), to the extent
that they relate to Section 3(a)(i), shall be made to Sunset M, Inc. and, to the
extent that they relate to Section 3(a)(ii), shall be made to the legal
representative of your estate or other person legally entitled thereto.
(c) The provisions of this Section 6 and of Sections 7 and 8 below
shall survive the expiration or termination of this letter agreement.
7. WARRANT. Upon expiration of the term of this letter agreement, or
termination of this letter agreement for any reason other than termination by
the Company under Section 5(a) above, the Company will issue to you a Warrant to
purchase shares of the Company's common stock in substantially the form attached
hereto as Exhibit A (the "Warrant"). The term of the Warrant will be the two
year period commencing on the date of termination or expiration of this letter
agreement. The exercise price of the Warrant will be the fair market value per
share of the Company's common stock on the date of expiration or termination of
this letter agreement. The number of shares purchasable upon exercise of the
Warrant will be a number (rounded to the nearest whole share) calculated using
the following formula:
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April 15, 1997
Page 4
$899,988 - A
------------
P
Where:
A = The aggregate compensation to which you are entitled under
this letter agreement (including all compensation paid or
payable to you or on your behalf under Section 3(a) and/or
Section 6)
P = The fair market value per share of the Company's common stock
on the date of expiration or termination of this letter
agreement
For purposes of this letter agreement, if the Company's common stock is
then listed or admitted to trading on a stock exchange, the fair market value
per share of the Company's common stock on any given day shall be the closing
sale price on such day on the principal stock exchange on which the Company's
common stock is then listed or admitted to trading. If the common stock is not
listed or admitted to trading on a stock exchange, but is traded in the
over-the-counter market, the fair market value of the Company's common stock on
any given day shall be the average of the closing bid price and asked price of
the Company's common stock in the over-the-counter market on such day. If no
closing bid and asked prices are quoted on such day, then the closing bid and
asked prices on the next preceding day on which such prices were quoted shall be
the fair market value of the stock. If the Company's common stock is not then
listed on any stock exchange or traded on the over-the-counter market, the fair
market value of the Company's common stock shall be determined by the Company's
Board of Directors in good faith, consistent with the Board's determination of
the fair market value of the Company's common stock for purposes of other
transactions, if any, entered into by the Company at that time.
8. TERMINATION OF STOCK OPTIONS. The Incentive Stock Option dated
August 29, 1994 between you and the Company, and all rights previously held by
you thereunder to purchase shares of the Company's common stock, are hereby
terminated in their entirety, effective as of the date of this letter agreement.
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April 15, 1997
Page 5
9. INDEPENDENT CONTRACTOR; AUTHORITY. In the performance of your duties
under this letter agreement, you will at all times be an independent contractor,
contracting services to the Company, and you will not be, nor will you represent
yourself to be at any time, an employee of the Company. Accordingly, you will
have no power or authority to enter into any contract, commitment or obligation
which is binding upon the Company.
10. TAXES. You will be solely responsible for, and will pay when due,
all income, self-employment and other taxes attributable to all amounts paid to
you or on your behalf under this letter agreement.
11. COMPETITION. During the term of this letter agreement, you will
not, directly or indirectly (otherwise than by ownership of less than 5% of the
voting stock of a corporation whose shares are actively publicly traded) manage,
operate, join, control, participate in the ownership, management, operation or
control of, or be employed by or a consultant or advisor to, or connected in any
other manner with any other person, corporation, firm, partnership or other
entity whatsoever that is engaged or, to your knowledge, plans to be engaged,
anywhere in the world in any business or activity which is competitive with any
business or activity in which the Company is then engaged. The Company agrees
that the business currently conducted by Boundless Technologies, Inc. shall not
be deemed to be competitive with any business or activity of the Company for
purposes of this Section 11.
12. NO DISCLOSURE OF CONFIDENTIAL INFORMATION. You acknowledge and
agree that (a) by reason of your prior employment by the Company and the
services to be provided under this letter agreement, you have been, and
hereafter will be, given access to various trade secrets and other confidential
and proprietary information of the Company (collectively, "Confidential
Information"), including but not limited to inventions, product plans and
concepts, strategies, procedures, business plans, financial statements and other
financial information; and (b) the Confidential Information constitutes trade
secrets and/or confidential, privileged and proprietary information of the
Company which gravely affect the successful and effective operation of the
Company. You agree that you will not directly or indirectly disclose to any
third person or use for the benefit of anyone other than the Company, or use for
your own benefit or purposes, any Confidential Information, without the
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April 15, 1997
Page 6
express prior written approval of the President of the Company.
13. MISCELLANEOUS.
(a) ENTIRE AGREEMENT. This letter agreement contains the entire
understanding between the parties hereto, and supersedes any prior written or
oral agreement between the parties concerning the subject matter contained
herein. There are no representations, agreements, arrangements or
understandings, oral or written, between the parties hereto, relating to the
subject matter contained in this letter agreement, which are not fully expressed
herein.
(b) AMENDMENT. This letter agreement shall not be modified or
amended except by a writing signed by both of the parties hereto.
(c) ASSIGNMENT. You may not assign your obligations or duties under
this letter agreement without the express written consent of the Company, which
consent may be withheld in the Company's sole discretion, and any attempted or
purported assignment or any delegation of your duties or obligations arising
under this letter agreement to any third party or entity shall be deemed to be
null and void, and shall constitute a material breach by you of your duties and
obligations under this letter agreement. Notwithstanding the foregoing, however,
you may, from time to time, utilize the assistance of other persons in
performing the services required of you under this letter agreement, provided
that such other persons are under your supervision and control. This letter
agreement shall inure to the benefit of and be binding upon any successors of
the Company.
(d) COUNTERPARTS. This letter agreement may be executed in
counterparts, each of which shall be deemed to be an original, but such
counterparts, when taken together, shall constitute one and the same agreement.
(e) ATTORNEYS' FEES. If any action at law or equity is brought
concerning any provision of this letter agreement or the rights and duties of
any person in relation thereto, the prevailing party in such action shall be
entitled to reasonable attorneys' fees and costs in such action in addition to
any other relief to which it may be entitled.
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April 15, 1997
Page 7
(f) NOTICES. All notices, requests, demands and other communications
under this letter agreement shall be given in writing and shall be served either
personally, by facsimile or delivered by first class mail, registered or
certified, return receipt requested, postage prepaid, and properly addressed as
follows:
If to the Company:
General Automation, Inc.
00000 Xxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxx 00000
Attention: President
If to you:
Xxxxxxx Xxxxxxxxx
0000 X. Xxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Notices shall be deemed received upon the earliest of actual receipt,
confirmed facsimile or three (3) days following mailing pursuant to this
Section.
To acknowledge your agreement to the foregoing, please sign the
additional copy of this letter which is enclosed, and return it to me.
Very truly yours,
General Automation, Inc.
By: /s/ XXXX XXXXXXXX
------------------------
Xxxx Xxxxxxxx, President
AGREED TO BY:
/s/ XXXXXXX X. XXXXXXXXX
--------------------------------
Xxxxxxx X. Xxxxxxxxx
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No. W -
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), NOR
QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE, AND HAVE BEEN
ISSUED IN RELIANCE UPON EXEMPTIONS FROM SUCH REGISTRATION AND
QUALIFICATION FOR NONPUBLIC OFFERINGS. ACCORDINGLY, THE SALE,
TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF ANY SUCH
SECURITIES OR ANY INTEREST THEREIN MAY NOT BE ACCOMPLISHED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
ACT AND QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OR
PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY IN FORM AND
SUBSTANCE TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS
NOT REQUIRED.
GENERAL AUTOMATION, INC.
Stock Purchase Warrant
FOR VALUE RECEIVED, General Automation, Inc., a Delaware corporation
(the "Company"), hereby grants to Xxxxxxx X. Xxxxxxxxx the right to purchase
from the Company, at any time or from time to time, prior to 5:00 p.m. Pacific
Time on , subject to earlier termination as hereinafter specified, _______fully
paid and non-assessable shares of the Common Stock of the Company for the
aggregate exercise price of $_______.
Hereinafter, (i) the Common Stock of the Company, together with any
other equity securities which may be issued by the Company in substitution
therefor, is referred to as the "Common Stock", (ii) the shares of the Common
Stock purchasable hereunder are referred to as the "Warrant Shares", (iii) the
aggregate exercise price payable for all of the Warrant Shares is referred to as
the "Aggregate Exercise Price", and (iv) the price payable hereunder for each of
the Warrant Shares is referred to as the "Per Share Exercise Price", which shall
initially be $ _______ per share. The Per Share Exercise Price and the number of
Warrant Shares are subject to adjustment as hereinafter provided. The Aggregate
Exercise Price is not subject to adjustment.
1. Exercise of Warrant. This Warrant may be exercised, in whole at any time or
in part from time to time, prior to 5:00 p.m. Pacific Time on (subject to
earlier termination as hereinafter provided), by the holder of this Warrant (the
"Holder") by the surrender of this Warrant (with the
Exhibit A
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subscription form at the end hereof duly executed) at the principal office of
the Company, which is currently located at 00000 Xxxxxxxx Xxxxx, Xxxxxx,
Xxxxxxxxxx, together with proper payment of the Per Share Exercise Price for
each of the Warrant Shares as to which the Warrant is being exercised. Payment
for Warrant Shares shall be made by certified or bank cashier's check, payable
to the order of the Company.
If this Warrant is exercised in part, this Warrant must be exercised
for a number of whole shares of the Common Stock and the Holder shall be
entitled to receive a new Warrant covering the number of Warrant Shares with
respect to which this Warrant has not been exercised. Upon such surrender of
this Warrant, together with the subscription form at the end hereof duly
executed and proper payment of the Per Share Exercise Price for each of the
Warrant Shares as to which the Warrant is being exercised, the Company will (i)
issue a certificate or certificates in the name of the Holder for the largest
number of whole shares of the Common Stock to which the Holder shall be entitled
and, if this Warrant is exercised in whole, in lieu of any fractional share of
the Common Stock to which the Holder shall be entitled, cash equal to the fair
value of such fractional share (determined in such reasonable manner as the
Board of Directors of the Company shall determine), and (ii) deliver the other
securities and properties receivable upon the exercise of this Warrant, if any,
or the proportionate part thereof if this Warrant is exercised in part, pursuant
to the provisions of this Warrant.
2. Reservation of Warrant Shares. The Company agrees that, prior to the
expiration of this Warrant, the Company will at all times have authorized and in
reserve, and will keep available, solely for issuance or delivery upon the
exercise of this Warrant, the shares of the Common Stock and other securities
and properties as from time to time shall be receivable upon the exercise of
this Warrant.
3. Adjustments.
3.1 Distribution With Respect to Common Stock. If, at any time or from
time to time after the date of this Warrant, the Company shall distribute
to the holders of the Common Stock, without payment therefor, (i)
securities, other than shares of the Common Stock, or (ii) property, other
than cash, with respect to the Common Stock, then, and in each such case,
subject to Section 3.4 below, the Holder, upon the exercise of this
Warrant, shall be entitled to receive the securities and properties which
the Holder would hold on the date of such exercise if, on the date of such
distribution, the Holder had been the holder of record of the number of
shares of the Common Stock subscribed for upon such exercise and, during
the period from the date of such distribution to and including the date of
such exercise, had retained such shares and the securities and properties
receivable by the Holder during such period.
3.2 Stock Splits, Etc. If, at any time or from time to time after the date
of this Warrant, the Company shall issue to the holders of the Common Stock
shares of the Common Stock by way of a stock dividend or stock split, then,
and in each such
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case, the Per Share Exercise Price shall be adjusted, or further adjusted,
to a price (to the nearest tenth of one cent) determined by dividing (i) an
amount equal to the number of shares of the Common Stock outstanding
immediately prior to such issuance multiplied by the Per Share Exercise
Price as it existed immediately prior to such issuance by (ii) the total
number of shares of the Common Stock outstanding immediately after such
issuance. Upon each such adjustment in the Per Share Exercise Price, the
number of Warrant Shares shall be adjusted by dividing the Aggregate
Exercise Price by the Per Share Exercise Price in effect immediately after
such adjustment.
3.3 Reverse Splits, Etc. If, at any time or from time to time after the
date of this Warrant, the number of shares of Common Stock outstanding is
decreased by way of combination of shares or reverse split, then, and in
each such case, the Per Share Exercise Price shall be adjusted, or further
adjusted, to a price (to the nearest tenth of one cent) determined by
dividing (i) an amount equal to the number of shares of the Common Stock
outstanding immediately prior to such event multiplied by the Per Share
Exercise Price as it existed immediately prior to such event by (ii) the
total number of shares of the Common Stock outstanding immediately after
such event. Upon each such adjustment in the Per Share Exercise Price, the
number of Warrant Shares shall be adjusted by dividing the Aggregate
Exercise Price by the Per Share Exercise Price in effect immediately after
such adjustment.
3.4 Reorganization; Termination of Warrant. In the event that the Company
at any time proposes to (i) merge into, consolidate with or enter into any
other reorganization (including the sale of substantially all of its
assets) in which the Company is not the surviving corporation (other than a
merger solely for the purpose of effecting a change in the Company's
corporate domicile), or (ii) enter into a merger or other reorganization as
a result of which the outstanding shares of Common Stock of the Company
will be changed into or exchanged for shares of the capital stock or other
securities of another corporation or for cash or other property (other than
a merger solely for the purpose of effecting a change in the Company's
corporate domicile), the Company shall mail notice thereof (the "Notice")
to the Holder and shall not consummate any such transaction nor make any
distribution to shareholders with respect thereto, until the expiration of
thirty (30) days after the date of mailing of the Notice, and the record
date for shareholders entitled to participate in such transaction or
distribution, if applicable, shall not be earlier than a date which is at
least thirty (30) days after the date of mailing of the Notice.
Notwithstanding any other provision hereof, the right to exercise this
Warrant shall automatically expire and terminate upon consummation of the
transaction to which the Notice relates.
4. Fully Paid Stock; Taxes. The Company agrees that the shares of the Common
Stock represented by each and every certificate for Warrant Shares delivered on
the exercise of this Warrant shall, at the time of such delivery, be validly
issued and outstanding, fully paid and non-assessable. The Company further
covenants and agrees that it will pay, when due and payable, any and all federal
and
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state stamp, original issue or similar taxes which may be payable in
respect of the issue of any Warrant Share or certificate therefor;
provided, however, that the Company shall not be required to pay any tax
which may be payable in respect of any transfer involved in the issuance of
any certificate for Warrant Shares in a name other than that of the Holder
upon any exercise of this Warrant.
5. Restrictions on Transferability of Securities; Compliance with Securities
Act.
5.1 Restrictions on Transferability. The transferability of this Warrant
and the Warrant Shares (as well as any other securities issued in respect
of the Warrant Shares upon any stock split, stock dividend,
recapitalization, merger, consolidation or similar event) shall be subject
to the conditions specified in this Section 5, which conditions are
intended to ensure compliance with the provisions of the Securities Act of
1933 (the "Act") and applicable state securities laws. The Holder, and any
transferee of this Warrant or the Warrant Shares, by his acceptance hereof
or thereof, agree that this Warrant and the Warrant Shares will be taken
and held subject to the provisions and upon the conditions specified in
this Section 5.
5.2 Restrictive Legend. This Warrant and each certificate representing (i)
the Warrant Shares or (ii) any other securities issued in respect of the
Warrant Shares upon any stock split, stock dividend, recapitalization,
merger, consolidation or similar event, shall (unless otherwise permitted
or unless the securities evidenced by such certificate shall have been
registered under the Act) be stamped or otherwise imprinted with a legend
substantially in the following form (in addition to any legend required
under applicable state securities laws), and shall be subject to the
provisions thereof:
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THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, (THE "ACT"), OR
QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE, IN RELIANCE ON
EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION FOR
NONPUBLIC OFFERINGS. ACCORDINGLY, THE SALE, TRANSFER OR OTHER
DISPOSITION OF SUCH SECURITIES OR ANY PORTION THEREOF MAY NOT BE
ACCOMPLISHED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT AND QUALIFICATION UNDER APPLICABLE STATE
SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY TO THE EFFECT THAT SUCH REGISTRATION AND QUALIFICATION
ARE NOT REQUIRED.
6. Warrant Register. This Warrant is transferable only on the books of the
Company which it shall cause to be maintained for such purpose. The Company may
treat the registered holder of this Warrant as he, she or it appears on the
Company's books at any time as the Holder for all purposes, notwithstanding the
Company's receipt of any notice to the contrary.
7. Loss, Etc., of Warrant. Upon receipt of evidence satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant, and of
indemnity reasonably satisfactory to the Company, if lost, stolen or destroyed,
and upon surrender and cancellation of this Warrant if mutilated, and upon
reimbursement of the Company's reasonable incidental expenses, the Company shall
execute and deliver to the Holder a new Warrant of like date, tenor and
denomination.
8. Warrant Holder Has No Shareholder Rights. This Warrant does not confer upon
the Holder any right to vote or to consent or to receive notice as a shareholder
of the Company, as such, with respect to any matters whatsoever, or any other
rights or liabilities as a shareholder, prior to the exercise hereof.
9. Communication. Any notice required or permitted to be given hereunder
(including but not limited to the Notice referred to in Section 3.4) shall be in
writing and shall be deemed to have been given forty-eight (48) hours after
having been deposited in the United States mail, postage prepaid, registered or
certified, return receipt requested, addressed to each party in the following
manner:
To the Company: General Automation, Inc.
00000 Xxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxx 00000
Attention: President
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To Holder: Xxxxxxx X. Xxxxxxxxx
0000 X. Xxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
The Company and the Holder may change the address to which such notices
are to be addressed to them by giving the other party notice in the manner set
forth herein.
10. Headings. The headings of this Warrant have been inserted as a matter of
convenience and shall not affect the construction hereof.
11. Applicable Law. This Warrant shall be governed by and construed in
accordance with the internal laws of the State of California.
IN WITNESS WHEREOF, General Automation, Inc. has caused this Warrant to
be signed on its behalf as of .
General Automation, Inc.
By:
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FORM OF ASSIGNMENT
(To Be Signed Only Upon Assignment)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto the right to purchase shares of Common Stock
evidenced by the within Warrant, and hereby appoints to
transfer the same on the books of General Automation, Inc. with full power of
substitution in the premises.
Date: ________
___________________________________________
(Signature)
Note: Signature must conform in all
respects to the name of the Warrant
Holder as specified on the face of
this Warrant in every particular,
without alteration or enlargement or
any change whatsoever, and the
signature must be guaranteed in the
usual manner.
Signature Guaranteed:
__________________________
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EXERCISE FORM
(To Be Executed By The Warrant Holder If the Holder Desires
to Exercise the Warrant in Whole or in Part)
TO: General Automation, Inc.
The undersigned ( )
Please insert Social Security or other
identifying number of Holder
hereby irrevocably elects to exercise the right of purchase represented by the
within Warrant for, and to purchase thereunder, shares of Common Stock provided
for therein and tenders payment herewith to the order of General Automation,
Inc. in the amount of $ . The undersigned requests that certificates for such
shares of Common Stock be issued as follows:
Name:
Address:
Deliver to:
Address:
Date:
(Signature)
Note: Signature must conform in all
respects to the name of the Warrant
Holder as written upon the face of
this Warrant in every particular,
without alteration or enlargement or
any change whatsoever, and the
signature must be guaranteed in the
normal manner.
Signature Guaranteed:
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