SCIENTIGO, INC. WARRANT TO PURCHASE COMMON STOCK
THIS
WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER
THE
ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED.
WARRANT
TO PURCHASE COMMON STOCK
May
10, 2006
Void
After May 10, 2008
This
Certifies That,
for
value received, Xxxxxx
Xxxxxxx Xxxxxxxx & Xxxxxx,
P.C.
or
assigns (the “Holder”),
is
entitled to subscribe for and purchase at the Exercise Price (defined below)
from Scientigo,
Inc.,
a
Delaware corporation, with its principal office at 0000 Xxxxxx Xxxx, Xxxxx
000,
Xxxxxxxxx, XX 00000 (the “Company”),
up to
that number of Exercise Shares of the Common Stock of the Company (the
“Common
Stock”)
determined in accordance with the terms hereof.
1. Definitions.
As
used
herein, the following terms shall have the following respective
meanings:
(a) “Exercise
Period”
shall
mean the period commencing with the date hereof and ending two (2) years from
the date of this Warrant.
(b) “Exercise
Price”
shall
mean one dollar ($1.00) per share, subject to adjustment pursuant to
Section 4 below.
(c) “Exercise
Shares”
shall
mean four hundred thousand (400,000) shares of Common Stock issuable upon
exercise of this Warrant, subject to adjustment pursuant to the terms herein,
including but not limited to adjustment pursuant to Section 4 below.
(d) “Net
Proceeds”
shall
mean the amount received by the Holder from any sale of the Exercise Shares
during the Exercise Period, minus any costs or expenses incurred by Holder
in
connection with such sale, including without limitation, the Exercise Price,
any
brokers’ fees, taxes or reasonable attorneys’ fees.
(e) “Outstanding
Debt”
shall
mean $400,000 owed to Holder by the Company as of the date hereof, subject
to
Section 10.
2. Exercise
of Warrant.
2.1 Procedure.
The
rights represented by this Warrant may be exercised in whole or in part at
any
time during the Exercise Period, by delivery of the following to the Company
at
its address set forth above (or at such other address as it may designate by
notice in writing to the Holder):
(a) An
executed Notice of Exercise in the form attached hereto;
(b) Payment
of the Exercise Price either (i) in cash or by check, (ii) by cancellation
of
indebtedness, including by agreement of Holder to agree to forgive the amount
of
Outstanding Debt or any portion thereof, or (iii) or in accordance with Section
2.2 below; and
(c) This
Warrant.
For
purposes of Section 2(b)(ii), the Company and Holder agree that Holder may
satisfy all or any portion of the Exercise Price by Xxxxxx delivering a written
notice to the Company that, in lieu of payment of the Exercise Price in cash,
Xxxxxx has agreed to forgive an equal dollar amount of the Outstanding Debt.
For
purposes of illustration, in the event Holder exercises the Warrant for 200,000
Exercise Shares under Section 2(b)(ii), Holder may satisfy the Exercise Price
in
full for such Exercise Shares by delivering to the Company written notice that
Xxxxxx agrees to forgive a portion of the Outstanding Debt in the amount of
$200,000.
Upon
the
exercise of the rights represented by this Warrant, a certificate or
certificates for the Exercise Shares so purchased, registered in the name of
the
Holder or persons affiliated with the Holder, if the Holder so designates,
shall
be issued and delivered to the Holder within a reasonable time after the rights
represented by this Warrant shall have been so exercised.
The
person in whose name any certificate or certificates for Exercise Shares are
to
be issued upon exercise of this Warrant shall be deemed to have become the
holder of record of such shares on the date on which this Warrant was
surrendered and payment of the Exercise Price was made, irrespective of the
date
of delivery of such certificate or certificates, except that, if the date of
such surrender and payment is a date when the stock transfer books of the
Company are closed, such person shall be deemed to have become the holder of
such shares at the close of business on the next succeeding date on which the
stock transfer books are open.
2.2 Net
Exercise.
Notwithstanding any provisions herein to the contrary, if the fair market value
of one share of the Company’s Common Stock is greater than the Exercise Price
(at the date of calculation as set forth below), in lieu of exercising this
Warrant by payment of cash, the Holder may elect to receive shares equal to
the
value (as determined below) of this Warrant (or the portion thereof being
canceled) by surrender of this Warrant at the principal office of the Company
together with the properly endorsed Notice of Exercise in which event the
Company shall issue to the Holder a number of shares of Common Stock computed
using the following formula:
X
=
Y
(A-B)
A
|
Where
|
X = | the number of shares of Common Stock to be issued to the Holder |
|
Y
=
|
the
number of shares of Common Stock purchasable under the Warrant or,
if only
a portion of the Warrant is being exercised, the portion of the Warrant
being canceled (at the date of such
calculation)
|
|
A
=
|
the
fair market value of one share of the Company’s Common Stock (at the date
of such calculation)
|
|
B
=
|
Exercise
Price (as adjusted to the date of such
calculation)
|
For
purposes of the above calculation, the fair market value of one share of Common
Stock shall mean the average of the closing bid and asked prices of Common
Stock
quoted in the over-the-counter market in which the Common Stock is traded or
the
closing price quoted on any exchange on which the Common Stock is listed,
whichever is applicable, as published in the Western Edition of The
Wall Street Journal
for the
ten (10) trading days prior to the date of determination of fair market value
(or such shorter period of time during which such stock was traded
over-the-counter or on such exchange). If the Common Stock is not traded on
the
over-the-counter market or on an exchange, the fair market value shall be the
price per share that the Company could obtain from a willing buyer for Common
Stock sold by the Company from authorized but unissued shares, as such price
shall be determined in good faith by the Company’s Board of
Directors.
-2-
3. Covenants
of the Company.
3.1 Covenants
as to Exercise Shares.
The
Company covenants and agrees that all Exercise Shares that may be issued upon
the exercise of the rights represented by this Warrant will, upon issuance,
be
validly issued and outstanding, fully paid and nonassessable, and free from
all
taxes, liens and charges with respect to the issuance thereof. The Company
further covenants and agrees that the Company will at all times during the
Exercise Period, have authorized and reserved, free from preemptive rights,
a
sufficient number of shares of its Common Stock to provide for the exercise
of
the rights represented by this Warrant. If at any time during the Exercise
Period the number of authorized but unissued shares of Common Stock shall not
be
sufficient to permit exercise of this Warrant, the Company will take such
corporate action as may, in the opinion of its counsel, be necessary to increase
its authorized but unissued shares of Common Stock to such number of shares
as
shall be sufficient for such purposes.
3.2 No
Impairment.
Except
and to the extent as waived or consented to by the Holder, the Company will
not,
by amendment of its Certificate of Incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid 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 Warrant and in the taking of all such action as may
be
necessary or appropriate in order to protect the exercise rights of the Holder
against impairment.
4. Adjustment
of Exercise Shares and Exercise Price.
4.1 Stock
Splits, Combinations, etc.
In the
event of changes in the outstanding Common Stock of the Company by reason of
stock dividends, split-ups, recapitalizations, reclassifications, combinations
or exchanges of shares, separations, reorganizations, liquidations, or the
like,
the number and class of shares available under the Warrant in the aggregate
and
the Exercise Price shall be correspondingly adjusted to give the Holder of
the
Warrant, on exercise for the same aggregate Exercise Price, the total number,
class, and kind of shares as the Holder would have owned had the Warrant been
exercised prior to the event and had the Holder continued to hold such shares
until after the event requiring adjustment. The form of this Warrant need not
be
changed because of any adjustment in the number of Exercise Shares subject
to
this Warrant. The foregoing provisions of this Section 4.1 shall similarly
apply to successive stock dividends, split-ups, recapitalizations,
reclassifications, combinations or exchanges of shares, separations,
reorganizations, liquidations, or the like and to the stock or securities of
any
other entity that are at the time receivable upon the exercise of this Warrant.
4.2 Merger,
Sale of Assets, etc.
If at
any time while this Warrant, or any portion hereof, is outstanding and unexpired
there shall occur (i) the sale, conveyance, exchange, license or other transfer
of all or substantially all of the intellectual property or assets of the
Company, (ii) any acquisition of the Company by means of a consolidation, stock
exchange, merger or other form of corporate reorganization of the Company with
any other corporation in which the Company’s stockholders prior to the
consolidation or merger own less than a majority of the voting securities of
the
surviving entity or (iii) any transaction or series of related transactions
following which the Company’s stockholders prior to such transaction or series
of related transactions own less than a majority of the voting securities of
the
Company (collectively, a “Change
of Control”),
this
Warrant shall cease to represent the right to receive Exercise Shares and shall
automatically and without further action represent the right to receive upon
exercise of this Warrant, during the period specified herein and upon payment
of
the Exercise Price then in effect, the number of shares of stock or other
securities or property offered to the Company’s holders of Common Stock in
connection with such Change of Control that a holder of the shares deliverable
upon exercise of this Warrant would have been entitled to receive in such Change
of Control if this Warrant had been exercised immediately before such Change
of
Control, subject to further adjustment as provided in this Section 4. The
foregoing provisions of this Section 4.2 shall similarly apply to
successive reorganizations, consolidations, mergers, sales and transfers and
to
the stock or securities of any other entity that are at the time receivable
upon
the exercise of this Warrant. If the per share consideration payable to the
holder hereof in connection with any such transaction is in a form other than
cash or marketable securities, then the value of such consideration shall be
determined in good faith by the Company’s Board of Directors. In all events,
appropriate adjustment (as determined in good faith by the Company’s Board of
Directors) shall be made in the application of the provisions of this Warrant
with respect to the rights and interests of the Holder after the transaction,
to
the end that the provisions of this Warrant shall be applicable after that
event, as near as reasonably may be, in relation to any shares or other property
deliverable after that event upon exercise of this Warrant.
-3-
5. Fractional
Shares. No
fractional shares shall be issued upon the exercise of this Warrant as a
consequence of any adjustment pursuant hereto. All Exercise Shares (including
fractions) issuable upon exercise of this Warrant may be aggregated for purposes
of determining whether the exercise would result in the issuance of any
fractional share. If, after aggregation, the exercise would result in the
issuance of a fractional share, the Company shall, in lieu of issuance of any
fractional share, pay the Holder otherwise entitled to such fraction a sum
in
cash equal to the product resulting from multiplying the then current fair
market value of an Exercise Share by such fraction.
6. Notice
of Certain Events. The
Company shall provide to the Holder at least twenty (20) business days advance
written notice of any event that would result in an adjustment to the Exercise
Shares or Exercise Price pursuant to Section 4 hereof.
7. No
Stockholder Rights. This
Warrant in and of itself shall not entitle the Holder to any voting rights
or
other rights as a stockholder of the Company.
8. Registration
Rights.
8.1 Piggyback
Registration.
(a) If,
during the three (3) year period ending May 9, 2009, the Company elects to
file
a registration statement under the Securities Act covering the offer and sale
of
any Common Stock (or equity securities converted into Common Stock) in
connection with any public offering (each, a “Registration
Statement”),
the
Company shall give written notice thereof to the Holder at least twenty (20)
business days before filing. The Holder shall have a right to participate in
such offering upon the giving of notice to the Company within ten (10) business
days of receipt of notice from the Company (the “Piggyback
Registration Right”).
If
the Holder notifies the Company of its intent to exercise its Piggyback
Registration Rights, subject to 9.1(b) below, the Company shall include in
such
registration statement such number of Exercise Shares held by the Holder
pursuant to the exercise of this Warrant that the Holder wishes to have included
on such Registration Statement (the Exercise Shares eligible for such Piggyback
Registration Rights are hereinafter referred to as “Registrable
Securities”).
Subject to Section 9.1(b) below, such Registrable Securities shall be included
in the underwriting for the public offering on the same terms and conditions
as
the securities otherwise being sold in such offering.
-4-
(b) If,
in
the opinion of the managing underwriter of such offering the inclusion of all
of
the shares of Registrable Securities and other Common Stock requested to be
registered would be inappropriate, then the number of shares of Registrable
Securities and other Common Stock to be included in the offering shall be
reduced, with the participation in such offering to be in the following order
of
priority: (1) first, securities to be issued by the Company shall be included,
and (2) second, any Registrable Securities and any other Common Stock requested
to be included, on a pro rata basis (based upon the number of Registrable
Securities owned by the Holder and the number of shares of Common Stock eligible
for any registration rights held by the other holders of Common Stock requesting
participation in the offering), shall be included.
(c) The
Company may decline to file a Registration Statement after giving notice to
the
Holder, or withdraw a Registration Statement after filing and after such notice,
but prior to the effectiveness thereof, provided that such registrant shall
promptly notify the Holder in writing of any such action and provided further
that such registrant shall bear all reasonable expenses incurred by the Holder
or otherwise in connection with such withdrawn Registration
Statement.
8.2 Indemnification.
(a) To
the
extent permitted by law, the Company agrees to indemnify and hold harmless
the
Holder if it has included Registrable Securities in a registration statement,
its officers, directors and agents and each person, if any, who controls such
Holder within the meaning of Section 15 of the Securities Act or Section 20
of
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”),
from
and against any and all losses, claims, damages, liabilities and expenses
(including reasonable attorneys’ fees and costs of investigation) arising out of
or based upon any untrue statement or alleged untrue statement of a material
fact contained in any registration statement or final prospectus relating to
the
Registrable Securities or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or based upon any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as
such
losses, claims, damages, liabilities or expenses arise out of, or are based
upon, any such untrue statement or omission based upon information furnished
in
writing to Company by the Holder or on the Holder's behalf expressly for use
therein. The Company also agrees to indemnify any underwriters of the
Registrable Securities, their officers and directors and each person who
controls such underwriters on substantially the same basis as that of the
indemnification of the Holder provided in this Section 9.2.
(b) To
the
extent permitted by law, the Holder, to the extent it is selling Registrable
Securities, agrees to indemnify and hold harmless the Company, its directors
and
officers and each Person, if any, who controls the Company within the meaning
of
either Section 15 of the Securities Act or Section 20 of the Exchange Act to
the
same extent as the foregoing indemnity from the Company to the Holder, but
only
with respect to, and to the extent that, information furnished in writing by
the
Holder or on the Holder’s behalf expressly for use in any registration statement
or final prospectus relating to the Registrable Securities (or any amendment
or
supplement thereto, or any preliminary prospectus) that contained an untrue
statement or alleged untrue statement of a material fact or omitted or allegedly
omitted to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading. Notwithstanding
anything to the contrary contained herein, the liability of the Holder hereunder
shall be limited to the proportion of any such loss, claim, damage, liability
or
expense that is equal to the proportion that the public offering price of the
shares of Registrable Securities sold by the Holder bears to the total public
offering price of all securities sold in such offering. The Holder also agrees
to indemnify and hold harmless the underwriters on substantially the same basis
of that of the indemnification of the Company provided in the preceding
subsection.
-5-
8.3 Contribution.
If the
indemnification provided for in this Section 9 is unavailable to the Company,
the Holder or the underwriters in respect of any losses, claims, damages,
liabilities, expenses or judgments referred to herein, then each such
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities, expenses and judgments (i) as
between the Company and the Holder on the one hand and the underwriters on
the
other, in such proportion as is appropriate to reflect the relative benefits
received by the Company and the Holder on the one hand and the underwriters
on
the other from the offering of the Registrable Securities, or if such allocation
is not permitted by applicable law, in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the
Company and the Holder on the one hand and of the underwriters on the other
in
connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities, expenses or judgments, as well as any other
relevant equitable considerations and (ii) as between the Company on the one
hand and the Holder on the other, in such proportion as is appropriate to
reflect the relative fault of the Company and of the Holder in connection with
such statements or omissions, as well as any other relevant equitable
considerations. The relative benefits received by the Company and the Holder
on
the one hand and the underwriters on the other shall be deemed to be in the
same
proportion as the total proceeds from the offering (net of underwriting
discounts and commissions but before deducting expenses) received by the Company
and the Holder bear to the total underwriting discounts and commissions received
by the underwriters, in each case as set forth in the table on the cover page
of
the prospectus. The relative fault of the Company on the one hand and of the
Holder on the other shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by such party, and the party’s relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company and the Holder agree that it would not be just and equitable if
contribution pursuant to this section were determined by pro rata allocation
or
by any other method of allocation that does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages, liabilities, expenses or judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations
set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this section, no underwriter shall be required
to contribute any amount in excess of the amount by which the total price at
which the Registrable Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages that such
underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission, and the Holder shall
not be required to contribute any amount in excess of the amount by which the
total price at which the Registrable Securities of the Holder were offered
to
the public exceeds the amount of any damages that the Holder has otherwise
been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
8.4 Registration
Expenses and Enforcement.
(a) The
Company shall bear all expenses incurred in connection with Piggyback
Registration Rights. The Company shall pay its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit, the
fees and expenses incurred in connection with any listing of the securities
to
be registered on a securities exchange, and the fees and expenses of any person,
including special experts, retained by the Company.
-6-
(b) Notwithstanding
anything to the contrary contained herein, the Company hereby agrees that the
Holder shall be entitled to specific performance of the Piggyback Registration
Rights provided hereunder, and that the Company shall pay any expenses,
including without limitation attorneys’ fees, in connection with the enforcement
by the Holder of such specific performance.
9. Sale
of the Exercise Shares
9.1 Sales
by Holder.
Subject
to any securities laws or other applicable laws, Holder shall have the right
to
sell the Exercise Shares to any party, at any time, in its sole discretion.
9.2 Sales
Initiated by JBA.
During
the Exercise Period, Xxxxx, Xxxx & Xxxxxxxxx (“JBA”)
shall
assist Holder to sell all Exercise Shares to third parties on Xxxxxx’s behalf,
subject to securities law and other reasonable restrictions. In
the
event that JBA identifies an opportunity for the Holder to sell any or all
of
the Exercise Shares to a third party, then JBA shall notify Holder in writing
of
the details of such sale within a reasonable time prior to the closing of such
sale. Holder shall have the right, in its sole discretion, to participate in
such sale.
10. Outstanding
Debt
10.1 Outstanding
Debt.
The
parties agree that Company owes the Holder the Outstanding Debt for services
rendered to Company by the Holder.
10.2 Treatment
of Outstanding Debt upon Sale of Exercise Shares. The
parties agree that upon the sale by the Holder of any Exercise Shares during
the
Exercise Period pursuant to a “net exercise” under Section 2.2, the Outstanding
Debt will be reduced by an amount equal to the Net Proceeds received by Holder
from such sale.
11. Transfer
of Warrant. Subject
to applicable laws, this Warrant and all rights hereunder are transferable,
by
the Holder in person or by duly authorized attorney, upon delivery of this
Warrant and the form of assignment attached hereto to any transferee designated
by the Holder that is an affiliate of the Holder. The transferee shall sign
an
investment letter in form and substance satisfactory to the Company and shall
be
subject to all terms and conditions of this Warrant.
12. Lost,
Stolen, Mutilated or Destroyed Warrant. If
this
Warrant is lost, stolen, mutilated or destroyed, the Company may, on such terms
as to indemnity or otherwise as it may reasonably impose (which shall, in the
case of a mutilated Warrant, include the surrender thereof), issue a new Warrant
of like denomination and tenor as the Warrant so lost, stolen, mutilated or
destroyed. Any such new Warrant shall constitute an original contractual
obligation of the Company, whether or not the allegedly lost, stolen, mutilated
or destroyed Warrant shall be at any time enforceable by anyone.
13. Notices,
etc. All
notices required or permitted hereunder shall be in writing and shall be deemed
effectively given: (a) upon personal delivery to the party to be notified,
(b) when sent by confirmed telex or facsimile if sent during normal
business hours of the recipient, if not, then on the next business day,
(c) five (5) days after having been sent by registered or certified mail,
return receipt requested, postage prepaid, or (d) one (1) day after deposit
with a nationally recognized overnight courier, specifying next day delivery,
with written verification of receipt. All communications shall be sent to the
Company or to the Holder at their respective addresses set forth above or at
such other address as the Company or the Holder may designate by ten (10) days
advance written notice to the other parties hereto.
-7-
14. Acceptance.
Receipt
of this Warrant by the Holder shall constitute acceptance of and agreement
to
all of the terms and conditions contained herein.
15. Governing
Law. This
Warrant and all rights, obligations and liabilities hereunder shall be governed
by the laws of the State of Delaware.
* * * * * *
-8-
In
Witness Whereof,
the
Company has caused this Warrant to be executed by its duly authorized officer
as
of _____________ ___, 2006.
|
By:
__________________________________
Name:
________________________________
Title:
_________________________________
|
Agreed
and accepted:
Xxxxxx
Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.
By:
__________________________________
Name:
________________________________
Title:
_________________________________
Xxxxx,
Xxxx & Xxxxxxxxx, Inc.
By:
__________________________________
Name:
________________________________
Title:
_________________________________
NOTICE
OF EXERCISE
TO:
Scientigo, Inc.
(1) མ The
undersigned hereby elects to purchase ________ shares of the Common Stock of
Scientigo,
Inc.
(the
“Company”)
pursuant to the terms of the attached Warrant, and tenders herewith payment
of
the exercise price in full, together with all applicable transfer taxes, if
any.
མ The
undersigned hereby elects to purchase ________ shares of the Common Stock of
Scientigo,
Inc.
(the
“Company”)
pursuant to the terms of the net exercise provisions set forth in
Section 2.1 of the attached Warrant, and shall tender payment of all
applicable transfer taxes, if any.
(2) Please
issue a certificate or certificates representing said shares of Common Stock
in
the name of the undersigned or in such other name as is specified
below:
________________________
(Name)
________________________
________________________
(Address)
(3) The
undersigned represents that (i) the undersigned is aware of the Company’s
business affairs and financial condition and has acquired sufficient information
about the Company to reach an informed and knowledgeable decision regarding
its
investment in the Company; (ii) the undersigned is experienced in making
investments of this type and has such knowledge and background in financial
and
business matters that the undersigned is capable of evaluating the merits and
risks of this investment and protecting the undersigned’s own interests; (iii)
the undersigned understands that the shares of Common Stock issuable upon
exercise of this Warrant have not been registered under the Securities Act
of
1933, as amended (the “Securities
Act”),
and,
because such securities have not been registered under the Securities Act,
they
must be held indefinitely unless subsequently registered under the Securities
Act or an exemption from such registration is available; (iv) the undersigned
is
aware that the aforesaid shares of Common Stock may not be sold pursuant to
Rule
144 adopted under the Securities Act unless certain conditions are met and
until
the undersigned has held the shares for the number of years prescribed by Rule
144; and (v) the undersigned agrees not to make any disposition of all or any
part of the aforesaid shares of Common Stock unless and until there is then
in
effect a registration statement under the Securities Act covering such proposed
disposition and such disposition is made in accordance with said registration
statement, or the undersigned has provided the Company with an opinion of
counsel satisfactory to the Company, stating that such registration is not
required.
|
________________________________
(Date)
|
________________________________
(Signature)
________________________________
(Print
name)
|
ASSIGNMENT
FORM
(To
assign the foregoing Warrant, execute this form and supply required information.
Do not use this form to purchase shares.)
For
Value Received,
the
foregoing Warrant and all rights evidenced thereby are hereby assigned
to
Name:
(Please
Print)
Address:
(Please
Print)
Dated:
__________, 20__
Holder’s
Signature:
__________________________________
Holder’s
Address:
___________________________________
NOTE:
The
signature to this Assignment Form must correspond with the name as it appears
on
the face of the Warrant, without alteration or enlargement or any change
whatever. Officers of corporations and those acting in a fiduciary or other
representative capacity should file proper evidence of authority to assign
the
foregoing Warrant.
