EXHIBIT 4.3
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED
HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE
PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE
OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO
THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.
No. WA-__
WARRANT TO PURCHASE PREFERRED STOCK
OF
CRITICAL PATH, INC.
This certifies that, for value received, Xxxxxxxxx & Xxxxx LLC or its
registered assigns ("Holder") is entitled, subject to the terms and conditions
set forth below, to purchase from Critical Path, Inc. (the "Company"), in whole
or in part 113,001 fully paid and nonassessable shares (the "Warrant Shares") of
Series B Preferred Stock of the Company (the "Preferred Stock") at a purchase
price of $1.9373 per share (the "Exercise Price"). The number, character and
Exercise Price of such shares of Preferred Stock are subject to adjustment as
provided below and all references to "Warrant Shares" and "Exercise Price"
herein shall be deemed to include any such adjustment or series of adjustments.
The term "Warrant" as used herein shall mean this Warrant, and any warrants
delivered in substitution or exchange therefor as provided herein.
1. Term of Warrant. Subject to the terms and conditions set forth
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herein, this Warrant shall be exercisable, in whole or in part, during the term
commencing on the date hereof and ending at 5:00 p.m., Pacific standard time, on
the earliest of the following: (a) the closing of a firmly underwritten public
offering of the Company's Common Stock pursuant to a registration statement
under the Securities Act of 1933, as amended; (b) the closing of a merger or
consolidation of the Company pursuant to which the stockholders of the Company
hold less than fifty percent (50%) of the voting securities of the surviving
entity, or a sale of all or substantially all of the assets of the Company; or
(c) September 11, 2003, and shall be void thereafter (the "Exercise Period").
2. Exercise of Warrant.
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(a) Cash Exercise. This Warrant may be exercised by the Holder by (i) the
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surrender of this Warrant to the Company, with the Notice of Exercise annexed
hereto duly completed and executed on behalf of the Holder, at the office of the
Company (or such other office or agency of the Company as it may designate by
notice in writing to the Holder at the address of the Holder appearing on the
books of the Company) during the Exercise Period and (ii) the delivery of
payment to the Company, for the account of the Company, by cash, wire transfer
of immediately available funds to a bank account specified by the Company, or by
certified or bank cashier's
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check, of the Exercise Price for the number of Warrant Shares specified in the
Exercise Form in lawful money of the United States of America. The Company
agrees that such Warrant Shares shall be deemed to be issued to the Holder as
the record holder of such Warrant Shares as of the close of business on the date
on which this Warrant shall have been surrendered and payment made for the
Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant
Shares specified in the Exercise Form shall be delivered to the Holder as
promptly as practicable, and in any event within ten (10) days, thereafter. If
this Warrant shall have been exercised only in part, the Company shall, at the
time of delivery of the stock certificate or certificates, deliver to the Holder
a new Warrant evidencing the rights to purchase the remaining Warrant Shares,
which new Warrant shall in all other respects be identical with this Warrant. No
adjustments shall be made on Warrant Shares issuable on the exercise of this
Warrant for any cash dividends paid or payable to holders of record of Common
Stock prior to the date as of which the Holder shall be deemed to be the record
holder of such Warrant Shares.
(b) Net Issue Exercise. In lieu of exercising this Warrant pursuant to
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Section 2(a), this Warrant may be exercised by the Holder by the surrender of
this Warrant to the Company, with a duly executed Exercise Form marked to
reflect Net Issue Exercise and specifying the number of shares of Preferred
Stock to be purchased, during normal business hours on any Business Day during
the Exercise Period. The Company agrees that such shares of Preferred Stock
shall be deemed to be issued to the Holder as the record holder of such shares
of Preferred Stock as of the close of business on the date on which this Warrant
shall have been surrendered as aforesaid. Upon such exercise, the Holder shall
be entitled to receive shares equal to the value of this Warrant (or the portion
thereof being canceled) by surrender of this Warrant to the Company together
with notice of such election in which event the Company shall issue to Holder a
number of shares of Preferred Stock computed as of the date of surrender of this
Warrant to the Company using the following formula:
X = Y(A-B)
------
A
Where X = the number of shares of Preferred Stock to be issued to Holder under
this Section 2(b);
Y = the number of shares of Preferred Stock otherwise purchasable under
this Warrant (as adjusted to the date of such calculation);
A = the fair market value of one share of the Preferred Stock (Series B
or Series A Preferred) at the date of such calculation;
B = the Exercise Price (as adjusted to the date of such calculation).
(c) Fair Market Value. For purposes of Section 2(b) fair market value of
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one share of the Company's Preferred Stock shall mean, as of any date:
(i) the fair market value of the shares of Common Stock into which
such share of Preferred Stock is convertible as of such date, as determined
from the last
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closing price per share of the Company's Common Stock on the principal
national securities exchange on which the Common Stock is listed or
admitted to trading, or
(ii) the fair market value of the shares of Common Stock into which
such share of Preferred Stock is convertible as of such date, as determined
from the last reported sales price per share of the Company's Common Stock
on the Nasdaq National Market or the Nasdaq Small-Cap Market (collectively,
"Nasdaq") if the Company's Common Stock is not listed or traded on any such
exchange, or
(iii) the fair market value of the shares of Common Stock into which
such share of Preferred Stock is convertible as of such date, as determined
from the average of the bid and asked price per share as reported in the
"pink sheets" published by the National Quotation Bureau, Inc. (the "pink
sheets") if the Company's Common Stock is not listed or traded on any
exchange or Nasdaq, or
(iv) if such quotations are not available, the fair market value per
share of the Company's Preferred Stock on the date such notice was received
by the Company as reasonably determined in good faith by the Board of
Directors of the Company.
(d) This Warrant shall be deemed to have been exercised immediately prior
to the close of business on the date of its surrender for exercise as provided
above, and the person entitled to receive the shares of Preferred Stock issuable
upon such exercise shall be treated for all purposes as the holder of record of
such shares as of the close of business on such date. As promptly as
practicable on or after such date and in any event within ten (10) days
thereafter, the Company at its expense shall issue and deliver to the person or
persons entitled to receive the same a certificate or certificates for the
number of shares issuable upon such exercise. In the event that this Warrant is
exercised in part, the Company at its expense will execute and deliver a new
Warrant of like tenor exercisable for the number of shares for which this
Warrant may then be exercised.
3. No Fractional Shares or Scrip. No fractional shares or scrip
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representing fractional shares shall be issued upon the exercise of this
Warrant. In lieu of any fractional share to which the Holder would otherwise be
entitled, the Company shall make a cash payment equal to the Exercise Price
multiplied by such fraction.
4. 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 loss, theft or destruction, on delivery of an
indemnity agreement reasonably satisfactory in form and substance to the Company
or, in the case of mutilation, on surrender and cancellation of this Warrant,
the Company at its expense shall execute and deliver, in lieu of this Warrant, a
new warrant of like tenor and amount.
5. Rights of Stockholders. Subject to Sections 8 and 10 of this Warrant,
----------------------
the Holder shall not be entitled to vote or receive dividends or be deemed the
holder of Preferred Stock or any other securities of the Company that may at any
time be issuable on the exercise hereof for any
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purpose, nor shall anything contained herein be construed to confer upon the
Holder, as such, any of the rights of a stockholder of the Company or any right
to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action (whether upon any recapitalization, issuance of stock,
reclassification of stock, change of par value, or change of stock to no par
value, consolidation, merger, conveyance, or otherwise) or to receive notice of
meetings, or to receive dividends or subscription rights or otherwise until the
Warrant shall have been exercised as provided herein.
6. Transfer of Warrant.
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(a) Warrant Register. The Company will maintain a register (the "Warrant
----------------
Register") containing the names and addresses of the Holder or Holders. Any
Holder of this Warrant or any portion thereof may change his address as shown on
the Warrant Register by written notice to the Company requesting such change.
Any notice or written communication required or permitted to be given to the
Holder may be delivered or given by mail to such Holder as shown on the Warrant
Register and at the address shown on the Warrant Register. Until this Warrant
is transferred on the Warrant Register of the Company, the Company may treat the
Holder as shown on the Warrant Register as the absolute owner of this Warrant
for all purposes, notwithstanding any notice to the contrary.
(b) Warrant Agent. The Company may, by written notice to the Holder,
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appoint an agent for the purpose of maintaining the Warrant Register referred to
in Section 6(a) above, issuing the Warrant Shares or other securities then
issuable upon the exercise of this Warrant, exchanging this Warrant, replacing
this Warrant, or any or all of the foregoing. Thereafter, any such
registration, issuance, exchange, or replacement, as the case may be, shall be
made at the office of such agent.
(c) Transferability and Nonnegotiability of Warrant. This Warrant may not
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be transferred or assigned in whole or in part without compliance with all
applicable federal and state securities laws by the transferor and the
transferee (including the delivery of investment representation letters and
legal opinions reasonably satisfactory to the Company, if such are requested by
the Company). Notwithstanding the foregoing, no investment representation
letter or opinion of counsel shall be required for any transfer of this Warrant
(or any portion thereof) or any shares of Preferred Stock or Common Stock issued
upon exercise hereof or conversion thereof (i) in compliance with Rule 144 or
Rule 144A of the Act, or (ii) by gift, will or intestate succession by the
Holder to his or her spouse or lineal descendants or ancestors or any trust for
any of the foregoing; provided that in each of the foregoing cases the
transferee agrees in writing to be subject to the terms of this Section 6(c).
Subject to the provisions of this Warrant with respect to compliance with the
Securities Act of 1933, as amended (the "Act"), title to this Warrant may be
transferred by endorsement (by the Holder executing the Assignment Form annexed
hereto) and delivery in the same manner as a negotiable instrument transferable
by endorsement and delivery.
(d) Exchange of Warrant Upon a Transfer. On surrender of this Warrant for
-----------------------------------
exchange, properly endorsed on the Assignment Form and subject to the provisions
of this Warrant with respect to compliance with the Act and with the limitations
on assignments and transfers and contained in this Section 6, the Company at its
expense shall issue to or on the order of the
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Holder a new warrant or warrants of like tenor, in the name of the Holder or as
the Holder (on payment by the Holder of any applicable transfer taxes) may
direct, for the number of shares issuable upon exercise hereof.
(e) Compliance with Securities Laws.
-------------------------------
(i) The Holder of this Warrant, by acceptance hereof, acknowledges that
this Warrant and the shares of Preferred Stock or Common Stock to be issued upon
exercise hereof or conversion thereof are being acquired solely for the Holder's
own account and not as a nominee for any other party, and for investment, and
that the Holder will not offer, sell or otherwise dispose of this Warrant or any
shares of Preferred Stock or Common Stock to be issued upon exercise hereof or
conversion thereof except under circumstances that will not result in a
violation of the Act or any applicable state securities laws. Upon exercise of
this Warrant, the Holder shall, if requested by the Company, confirm in writing,
in a form satisfactory to the Company, that the shares of Preferred Stock or
Common Stock so purchased are being acquired solely for the Holder's own account
and not as a nominee for any other party, for investment, and not with a view
toward distribution or resale.
(ii) This Warrant and all shares of Preferred Stock or Common Stock
issued upon exercise hereof or conversion thereof shall be stamped or imprinted
with a legend in substantially the following form (in addition to any legend
required by state securities laws):
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933. SUCH SECURITIES AND ANY SECURITIES OR
SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID
ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE
SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED
AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF
TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.
(iii) The Company agrees to remove promptly, upon the request of the
holder of this Warrant and Securities issuable upon exercise of the Warrant ,the
legend set forth in Section 6(e)(ii) above from the documents/certificates for
such securities upon full compliance with this Agreement and Rules 144 and 145.
7. Reservation of Stock. The Company covenants that during the term
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this Warrant is exercisable, the Company will reserve from its authorized and
unissued Preferred Stock or other shares issuable upon exercise of the Warrant a
sufficient number of shares to provide for the issuance of Preferred Stock upon
the exercise of this Warrant (and shares of its Common Stock for issuance on
conversion of such Preferred Stock) and, from time to time, will take all steps
necessary to amend its Restated Certificate of Incorporation (the "Restated
Certificate") to provide sufficient reserves of shares of Preferred Stock
issuable upon exercise of the Warrant (and shares of its Common Stock for
issuance on conversion of such Preferred Stock). The Company further covenants
that all shares that may be issued upon the exercise of rights
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represented by this Warrant, upon exercise of the rights represented by this
Warrant and payment of the Exercise Price, all as set forth herein, will be free
from all taxes, liens and charges in respect of the issue thereof (other than
taxes in respect of any transfer occurring contemporaneously or otherwise
specified herein).
8. Notices.
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(a) Whenever the Exercise price or number of shares purchasable hereunder
shall be adjusted pursuant to Section 10 hereof, the Company shall issue a
certificate signed by its Chief Financial Officer setting forth, in reasonable
detail, the event requiring the adjustment, the amount of the adjustment, the
method by which such adjustment was calculated, and the Exercise Price and
number of shares purchasable hereunder after giving effect to such adjustment,
and shall cause a copy of such certificate to be mailed (by first-class mail,
postage prepaid) to the Holder of this Warrant.
(b) In case:
(i) the Company shall take a record of the holders of its
Common Stock (or other stock or securities at the time receivable upon the
exercise of this Warrant) for the purpose of entitling them to receive any
dividend or other distribution, or any right to subscribe for or purchase
any shares of stock of any class or any other securities, or to receive any
other right;
(ii) of any capital reorganization of the Company, any
reclassification of the capital stock of the Company, any consolidation or
merger of the Company with or into another corporation, or any conveyance
of all or substantially all of the assets of the Company to another
corporation;
(iii) of any voluntary dissolution, liquidation or winding-up of
the Company;
(iv) of any redemption or conversion of all outstanding
Preferred Stock or Common Stock; or
(v) of the filing of the Company's first registration
statement with the U.S. Securities and Exchange Commission (the "SEC");
then, and in each such case, the Company will mail or cause to be mailed to the
Holder or Holders a notice specifying, as the case may be, (A) the date on which
a record is to be taken for the purpose of such dividend, distribution or right,
and stating the amount and character of such dividend, distribution or right,
(B) the date on which such reorganization, reclassification, consolidation,
merger, conveyance, dissolution, liquidation, winding-up, redemption or
conversion is to take place, and the time, if any is to be fixed, as of which
the holders of record of Preferred Stock or Common Stock (or such stock or
securities at the time receivable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Preferred Stock or Common Stock (or such
other stock or securities) for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or
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winding-up, or (C) the anticipated date on which the Company expects its first
registration statement with the SEC to become effective. Such notice shall be
mailed at least fifteen (15) days prior to the date therein specified.
(c) All such notices, advices and communications shall be deemed to have
been received (i) in the case of personal delivery, on the date of such delivery
and (ii) in the case of mailing, on the third business day following the date of
such mailing if sent to a U.S. address and on the tenth (10th) business day
following the date of such mailing if sent to an address outside the U.S.
9. Amendments. This Warrant and any term hereof may be changed, waived,
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discharged or terminated only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is
sought.
10. Adjustments. The Exercise Price and the number of shares purchasable
-----------
hereunder are subject to adjustment from time to time as follows:
(a) Stock Conversion or Redemption of Preferred Stock. Should all of the
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Company's Preferred, as the case may be, at any time prior to the expiration of
this Warrant, redeemed or converted into shares of the Company's Common Stock in
accordance with the Company's Restated Certificate, then this Warrant shall
immediately become exercisable for that number of shares of the Company's Common
Stock equal to the number of shares of the Common Stock that would have been
received if this Warrant had been exercised in full and the Preferred Stock
received thereupon had been simultaneously converted immediately prior to such
event, and the Exercise Price shall be immediately adjusted to equal the
quotient obtained by dividing (x) the aggregate Exercise Price of the maximum
number of shares of Preferred Stock for which this Warrant was exercisable
immediately prior to such conversion or redemption, by (y) the number of shares
of Common Stock for which this Warrant is exercisable immediately after such
conversion or redemption. For purposes of the foregoing, the "Restated
Certificate" shall mean the Articles of Incorporation of the Company as amended
and/or restated and effective immediately prior to the redemption or conversion
of all of the Company's Preferred Stock, as the case may be.
(b) Reclassification, etc. If the Company, at any time while this
----------------------
Warrant, or any portion thereof, remains outstanding and unexpired by
reclassification of securities or otherwise, shall change any of the securities
as to which purchase rights under this Warrant exist into the same or a
different number of securities of any other class or classes, this Warrant shall
thereafter represent the right to acquire such number and kind of securities as
would have been issuable as the result of such change with respect to the
securities that were subject to the purchase rights under this Warrant
immediately prior to such reclassification or other change and the Exercise
Price therefor shall be appropriately adjusted, all subject to further
adjustment as provided in this Section 10. No adjustment shall be made pursuant
to this Section 10(b), upon any conversion or redemption of the Preferred Stock
which is the subject of Section 10(a).
(c) Split, Subdivision or Combination of Shares. If the Company at any
-------------------------------------------
time while this Warrant, or any portion thereof, remains outstanding and
unexpired shall split, subdivide or combine the securities as to which purchase
rights under this Warrant exist, into a different number of securities of the
same class, then (i) in the case of a split or subdivision, the Exercise
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Price for such securities shall be proportionately decreased and the securities
issuable upon exercise of this Warrant shall be proportionately increased, and
(ii) in the case of a combination, the Exercise Price for such securities shall
be proportionately increased and the securities issuable upon exercise of this
Warrant shall be proportionately decreased.
(d) Adjustments for Dividends in Stock or Other Securities or Property.
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If while this Warrant, or any portion hereof, remains outstanding and unexpired
the holders of the securities as to which purchase rights under this Warrant
exist at the time shall have received, or, on or after the record date fixed for
the determination of eligible Stockholders, shall have become entitled to
receive, without payment therefor, other or additional stock or other securities
or property (other than cash) of the Company by way of dividend, then and in
each case, this Warrant shall represent the right to acquire, in addition to the
number of shares of the security receivable upon exercise of this Warrant, and
without payment of any additional consideration therefor, the amount of such
other or additional stock or other securities or property (other than cash) of
the Company that such holder would hold on the date of such exercise had it been
the holder of record of the security receivable upon exercise of this Warrant on
the date hereof and had thereafter, during the period from the date hereof to
and including the date of such exercise, retained such shares and/or all other
additional stock available by it as aforesaid during such period, giving effect
to all adjustments called for during such period by the provisions of this
Section 10.
(e) Certificate as to Adjustments. Upon the occurrence of each adjustment
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or readjustment pursuant to this Section 10, the Company at its expense shall
promptly compute such adjustment or readjustment in accordance with the terms
hereof and furnish to each Holder of this Warrant a certificate setting forth
such adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based. The Company shall, upon the written
request, at any time, of any such Holder, furnish or cause to be furnished to
such Holder a like certificate setting forth: (i) such adjustments and
readjustments; (ii) the Exercise Price at the time in effect; and (iii) the
number of shares and the amount, if any, of other property that at the time
would be received upon the exercise of the Warrant.
(f) No Impairment. The Company will not, by any voluntary action, avoid
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or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Company, but will at all times in good
faith assist in the carrying out of all the provisions of this Section 10 and in
the taking of all such action as may be necessary or appropriate in order to
protect the rights of the Holders of this Warrant against impairment.
11. Miscellaneous.
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(a) This Warrant shall be governed by the laws of the State of California
as applied to agreements entered into in the State of California by and among
residents of the State of California.
(b) In the event of a dispute with regard to the interpretation of this
Warrant, the prevailing party may collect the cost of attorney's fees,
litigation expenses or such other expenses as may be incurred in the enforcement
of the prevailing party's rights hereunder.
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(c) The holder hereof agrees to be bound by such market standoff
provisions (i.e., restrictions on stock resale provisions following the
Company's sale of securities in the public market) as shall be agreed to by the
majority of purchasers of the Preferred Stock upon the initial closing of the
Preferred Stock financing.
(d) This Warrant shall be exercisable as provided for herein, except that
in the event that the expiration date of this Warrant shall fall on a Saturday,
Sunday and or United States federally recognized Holiday, this expiration date
for this Warrant shall be extended to 5:00 p.m. Pacific standard time on the
business day following such Saturday, Sunday or recognized Holiday.
IN WITNESS WHEREOF, CRITICAL PATH, INC. has caused this Warrant to be
executed by its officers thereunto duly authorized.
Dated: January 13, 1999
CRITICAL PATH, INC.
By______________________________________
Title___________________________________
XXXXXXXXX & XXXXX LLC
By______________________________________
Title___________________________________
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NOTICE OF EXERCISE
To: CRITICAL PATH, INC.
(1) The undersigned hereby elects to purchase __________ shares of Series
B Preferred Stock of CRITICAL PATH, INC., pursuant to the terms of the attached
Warrant, and tenders herewith payment of the purchase price for such shares in
full.
(2) In exercising this Warrant, the undesigned hereby confirms and
acknowledges that the shares of Preferred Stock or the Common Stock to be issued
upon conversion thereof are being acquired solely for the account of the
undersigned and not as a nominee for any other party, or for investment, and
that the undersigned will not offer, sell or otherwise dispose of any such
shares of Preferred Stock or Common Stock except under circumstances that will
not result in a violation of the Securities Act of 1933, as amended, or any
applicable state securities laws.
(3) Please issue a certificate or certificates representing said shares of
Series B Preferred Stock in the name of the undersigned or in such other name as
is specified below:
______________________________________
(Name)
______________________________________
(Name)
(4) Please issue a new Warrant for the unexercised portion of the attached
Warrant in the name of the undersigned or in such other name as is specified
below:
______________________________________
(Name)
____________________ ______________________________________
(Date) (Signature)
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned registered owner of this Warrant hereby
sells, assigns and transfers unto the Assignee named below all of the rights of
the undersigned under the within Warrant, with respect to the number of shares
of Series B Preferred Stock (or Common Stock) set forth below:
No. of
Name of Assignee Address Shares
---------------- ------- ------
and does hereby irrevocably constitute and appoint Attorney ____________________
to make such transfer on the books of CRITICAL PATH, INC., maintained for the
purpose, with full power of substitution in the premises.
The undersigned also represents that, by assignment hereof, the Assignee
acknowledges that this Warrant and the shares of stock to be issued upon
exercise hereof or conversion thereof are being acquired for investment and that
the Assignee will not offer, sell or otherwise dispose of this Warrant or any
shares of stock to be issued upon exercise hereof or conversion thereof except
under circumstances which will not result in a violation of the Securities Act
of 1933, as amended, or any applicable state securities laws. Further, the
Assignee has acknowledged that upon exercise of this Warrant, the Assignee
shall, if requested by the Company, confirm in writing, in a form satisfactory
to the Company, that the shares of stock so purchased are being acquired for
investment and not with a view toward distribution or resale.
Dated: __________, 19__.
________________________________________
Signature of Holder
