THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). NEITHER THIS WARRANT NOR SUCH SECURITIES MAY BE TRANSFERRED
EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS OR (B) UPON RECEIPT BY THE ISSUER OF AN OPINION
OF COUNSEL, WHICH OPINION OF COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE
ISSUER, TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE
ACT AND SUCH STATE SECURITIES LAWS.
WARRANT AGREEMENT
FOR COMMON STOCK OF
U.S. WIRELESS DATA, INC.
Warrant No. ___
THIS CERTIFIES that, for value received, [______________], or its permitted
assigns registered on the books of the Company (collectively, the "Holder"), is
entitled to purchase from U.S. Wireless Data, Inc., a Colorado corporation (the
"Company"), at any time, and from time to time, during the exercise period
referred to in Section 1 hereof [___________] shares (the "Warrant Shares") of
common stock of the Company, no par value (the "Common Stock"). The purchase
price for each Warrant Share is one dollar and fifty cents ($1.50) (as may be
adjusted, the "Warrant Share Price"). Securities issuable upon exercise of this
Warrant and the price payable therefor are subject to adjustment from time to
time as hereinafter set forth. As used herein, the term "Warrant" shall include
any warrant or warrants hereafter issued in consequence of the exercise of this
Warrant in part or transfer of this Warrant in whole or in part.
1. Exercise; Payment for Ownership Interest. Notwithstanding any other term or
provision contained herein, no Warrants shall become convertible into Common
Stock under any circumstances until the shareholders of the Company shall have
approved an amendment to the Company's Articles of Incorporation increasing the
number of authorized shares of Common Stock to a number that is sufficient
(given all other Common Stock share reservations) to allow for due and proper
reservation of a sufficient number of shares of Common Stock to allow for the
exercise of the Warrants.
(a) Upon the terms and subject to the conditions set forth herein,
this Warrant may be exercised in whole or in part by the Holder hereof at any
time, or from time to time, on or after the date hereof and prior to 5 p.m. New
York time on ___________, 2007, by presentation and surrender of this Warrant to
the principal offices of the Company, together with the Purchase Form annexed
hereto, duly executed, and accompanied by payment to the Company of an amount
equal to the Warrant Share Price multiplied by the number of Warrant Shares as
to which this Warrant is then being exercised. Moreover, any transfer of Warrant
Shares obtained by the Holder in exercise of this Warrant is subject to the
requirement that such securities be registered under the Securities Act of 1933,
as amended (the "1933 Act"), and applicable state securities laws or exempt from
registration under such laws. The Holder of this Warrant shall be deemed to be a
shareholder of the Warrant Shares as to which this Warrant is exercised in
accordance herewith effective immediately after the close of business on the
date on which the Holder shall have delivered to the Company this Warrant in
proper form for exercise and payment by certified or official bank check or wire
transfer of the cash purchase price for the number of Warrant Shares as to which
the exercise is being made, or by delivery to the Company of securities of the
Company having a value equal to the cash purchase price for such number of
Warrant Shares determined as of the date of delivery.
(b) All or any portion of the Warrant Share Price may be paid by
surrendering Warrants effected by presentation and surrender of this Warrant to
the Company with a Cashless Exercise Form annexed hereto duly executed (a
"Cashless Exercise"). Such presentation and surrender shall be deemed a waiver
of the Holder's obligation to pay all or any portion of the aggregate Warrant
Share Price. In the event of a Cashless Exercise, the Holder shall exchange its
Warrant for that number of shares of Common Stock determined by multiplying the
number of Warrant Shares for which the Holder desires to exercise this Warrant
by a fraction, the numerator of which shall be the difference between the then
current market price per share of the Common Stock and the Warrant Share Price,
and the denominator of which shall be the then current market price per share of
Common Stock. For purposes of any computation under this Section 1(b), the then
current market price per share of Common Stock at any date shall be deemed to be
the average for the ten consecutive business days immediately prior to the
Cashless Exercise of the daily closing prices of the Common Stock on the
principal national securities exchange on which the Common Stock is admitted to
trading or listed, or if not listed or admitted to trading on any such exchange,
the closing prices as reported by the Nadaq National Market, or if not then
listed on the Nasdaq National Market, the average of the highest reported bid
and lowest reported asked prices as reported by the National Association of
Securities Dealers, Inc. Automated Quotations System ("Nasdaq") or if not then
publicly traded, the fair market price of the Common Stock as determined by the
Board of Directors of the Company.
(c) If this Warrant shall be exercised in part only, the Company
shall, upon surrender of this Warrant for cancellation, execute and deliver a
new Warrant evidencing the rights of the Holder thereof to purchase the balance
of the Warrant Shares purchasable hereunder as to which the Warrant has not been
exercised. If this Warrant is exercised in part, such exercise shall be for a
whole number of Warrant Shares. Upon any exercise and surrender of this Warrant,
the Company (i) will issue and deliver to the Holder a certificate or
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certificates in the name of the Holder for the largest whole number of Warrant
Shares to which the Holder shall be entitled and, if this Warrant is exercised
in whole, in lieu of any fractional Warrant Share to which the Holder otherwise
might be entitled, cash in an amount equal to the fair value of such fractional
Warrant Share (determined in such reasonable and equitable manner as the Board
of Directors of the Company shall in good faith determine), and (ii) will
deliver to the Holder such other securities, properties and cash which the
Holder may be entitled to receive upon such exercise, or the proportionate part
thereof if this Warrant is exercised in part, pursuant to the provisions of this
Warrant.
2. Adjustments. Securities issuable upon exercise of this Warrant and the
Warrant Share Price shall be subject to adjustment from time to time as follows:
2.1 Reorganization, Reclassification, Consolidation, Merger or Sale.
If any capital reorganization or reclassification of the Company, or any
consolidation or merger of the Company with another person, or the sale,
transfer or lease of all or substantially all of its assets to another person
shall be effected in such a way that holders of shares of Common Stock shall be
entitled to receive stock, securities or assets with respect to or in exchange
for their shares, then provision shall be made, in accordance with this Section
2.1, whereby the Holder hereof shall thereafter have the right to purchase and
receive, upon the basis and upon the terms and conditions specified in this
Warrant Agreement and in addition to or in exchange for, as applicable, the
Warrant Shares subject to this Warrant immediately theretofore purchasable and
receivable upon the exercise of the rights represented hereby, such securities
or assets as would have been issued or payable with respect to or in exchange
for the aggregate Warrant Shares immediately theretofore purchasable and
receivable upon the exercise of the rights represented hereby if exercise of the
Warrant had occurred immediately prior to such reorganization, reclassification,
consolidation, merger or sale. The Company will not effect any such
consolidation, merger, sale, transfer or lease unless prior to the consummation
thereof the successor entity (if other than the Company) resulting from such
consolidation or merger or the entity purchasing or leasing such assets shall
assume by written instrument (i) the obligation to deliver to the Holder such
securities or assets as, in accordance with the foregoing provisions, the Holder
may be entitled to purchase, and (ii) all other obligations of the Company under
this Warrant. The provisions of this Section 2.1 shall similarly apply to
successive consolidations, mergers, exchanges, sales, transfers or leases.
2.2 Stock Dividends and Securities Distributions. If, at any time or
from time to time after the date of this Warrant, the Company shall distribute
to the holders of shares of Common Stock (i) securities, (ii) property, other
than cash, or (iii) cash, without fair payment therefor, then, and in each such
case, the Holder, upon the exercise of this Warrant, shall be entitled to
receive such securities, property and cash which the Holder would hold on the
date of such exercise if, on the date of this Warrant, the Holder had been the
holder of record of the shares of Common Stock subscribed for upon such exercise
and, during the period from the date of this Warrant to and including the date
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of such exercise, had retained such shares of Common Stock and the securities,
property and cash receivable by the Holder during such period, subject, however,
to the Holder agreeing to any conditions to such distribution as were required
of all other holders of shares of Common Stock in connection with such
distribution. If the securities to be distributed by the Company involve rights,
warrants, options or any other form of convertible securities and the right to
exercise or convert such securities would expire in accordance with its terms
prior to the exercise of this Warrant, then the terms of such securities shall
provide that such exercise or convertibility right shall remain in effect until
thirty (30) days after the date the Holder of this Warrant receives such
securities pursuant to the exercise hereof.
2.3 Other Adjustments. In addition to those adjustments set forth in
Sections 2.1 and 2.2, but without duplication of the adjustments to be made
under such Sections, if the Company:
(i) pays a dividend or makes a distribution on its Common Stock
in shares of its Common Stock;
(ii) subdivides its outstanding shares of Common Stock into a
greater number of shares;
(iii) combines its outstanding shares of Common Stock into a
smaller number of shares;
(iv) makes a distribution on its Common Stock in shares of its
capital stock other than Common Stock; and/or
(v) issues, by reclassification of its Common Stock, any shares
of its capital stock; then the number and kind of Warrant Shares purchasable
upon exercise of this Warrant shall be adjusted so that the Holder upon exercise
hereof shall be entitled to receive the kind and number of Warrant Shares or
other securities of the Company that the Holder would have owned or have been
entitled to receive after the happening of any of the events described above had
this Warrant been exercised immediately prior to the happening of such event or
any record date with respect thereto. An adjustment made pursuant to this
Section 2.3 shall become effective immediately after the record date in the case
of a dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination or issuance. If, as a
result of an adjustment made pursuant to this Section 2.3, the Holder of this
Warrant thereafter surrendered for exercise shall become entitled to receive
shares of two or more classes of capital stock or shares of Common Stock and any
other class of capital stock of the Company, the Board of Directors (whose
determination shall be conclusive and shall be described in a written notice to
all holders of Warrants promptly after such adjustment) shall determine the
allocation of the adjusted Warrant Share Price between or among shares of such
classes of capital stock or shares of Common Stock and such other class of
capital stock.
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The adjustment to the number of Warrant Shares purchasable upon
the exercise of this Warrant described in this Section 2.3 shall be made each
time any event listed in paragraphs (i) through (v) of this Section 2.3 occurs.
Simultaneously with all adjustments to the number and/or kind of
securities, property and cash to be issued in connection with the exercise of
this Warrant, the Warrant Share Price will also be appropriately and
proportionately adjusted.
2.4 Sale of Securities. In the event the Company, at any time after
the date of this Warrant issues additional Common Stock, preferred stock,
options, warrants, or convertible securities other than securities currently
outstanding as of the date hereof or issued upon the conversion or exercise of
any securities outstanding as of the date hereof, at a purchase price less than
the Warrant Share Price in effect immediately prior to such issuance or sale,
then the Warrant Share Price shall be automatically reduced to such lower
purchase price and the number of Warrant Shares shall be increased
proportionately; provided, however, that no adjustment to the Warrant Share
Price or the number of Warrant Shares shall be made pursuant to this Section 2.4
in the event (i) of issuances by the Company of less then 100,000 shares of
Common Stock, or securities convertible into less than 100,000 shares of Common
Stock, in a single transaction, (ii) the Company grants options to employees,
consultants, officers or directors of the Company pursuant to plans approved by
the Board of Directors of the Company, (iii) upon the issuance of securities to
a "strategic partner" as determined by the Board of Directors of the Company or
(iv) upon the issuance of securities pursuant to a strategic acquisition as
determined by the Board of Directors.
(a) For the purpose of making any adjustment in the Warrant Share
Price as provided in this Section 2.4, the consideration received by the Company
for any issue or sale of Common Stock will be computed:
(i) to the extent it consists of cash, as the amount of cash
received by the Company before deduction of any offering expenses payable by the
Company and any underwriting or similar commissions, compensation, or
concessions paid or allowed by the Company in connection with such issue or
sale;
(ii) to the extent it consists of property other than cash,
at the fair market value of that property as determined in good faith by the
Company's Board of Directors; and
(iii) if Common Stock is issued or sold together with other
stock or securities or other assets of the Company for a consideration which
covers both, as the portion of the consideration so received that may be
reasonably determined in good faith by the Company's Board of Directors to be
allocable to such Common Stock.
5
(b) If the Company (i) grants or sells any rights or options to
subscribe for, purchase, or otherwise acquire shares of Common Stock, or (ii)
issues or sells any security convertible into shares of Common Stock, then, in
each case, the price per share of Common Stock issuable on the exercise of the
rights or options or the conversion of the securities will be determined by
dividing (x) the total amount, if any, received or receivable by the Company as
consideration for the granting or sale of the rights or options or the issue or
sale of the convertible securities, plus the minimum aggregate amount of
additional consideration payable to the Company on exercise or conversion of the
securities, by (y) the maximum number of shares of Common Stock issuable on the
exercise of conversion. Such granting or issue or sale will be considered to be
an issue or sale for cash of the maximum number of shares of Common Stock
issuable on exercise or conversion at the price per share determined under this
Section 2.4, and the Warrant Share Price will be adjusted as above provided to
reflect (on the basis of that determination) the issue or sale. No further
adjustment of the Warrant Share Price will be made as a result of the actual
issuance of shares of Common Stock on the exercise of any such rights or options
or the conversion of any such convertible securities.
Upon the redemption or repurchase of any such securities or the
expiration or termination of the right to convert into, exchange for, or
exercise with respect to, Common Stock, the Warrant Share Price will be
readjusted to such price as would have been obtained had the adjustment made
upon their issuance been made upon the basis of the issuance of only the number
of such securities as were actually converted into, exchanged for, or exercised
with respect to, Common Stock. If the purchase price or conversion or exchange
rate provided for in any such security changes at any time, then, upon such
change becoming effective, the Warrant Share Price then in effect will be
readjusted to such price as would have been obtained had the adjustment made
upon the issuance of such securities been made upon the basis of (i) the
issuance of only the number of shares of Common Stock theretofore actually
delivered upon the conversion, exchange or exercise of such securities, and the
total consideration received therefor, and (ii) the granting or issuance, at the
time of such change, of any such securities then still outstanding for the
consideration, if any, received by the Company therefor and to be received on
the basis of such changed price or rate.
2.5 Other Action Affecting Warrant Shares. If the Company takes any
action affecting its shares of Common Stock after the date hereof, that would be
covered by Sections 2.1, 2.2 or 2.3 but for the manner in which such action is
taken or structured, other than an action described in Sections 2.1, 2.2 or 2.3
which would in any way diminish the value of this Warrant, then the Warrant
Share Price shall be adjusted in such manner as the Board of Directors of the
Company shall in good faith determine to be equitable under the circumstances.
2.6 Notice of Adjustments. Upon the occurrence of each adjustment or
readjustment of the Warrant Share Price pursuant to this Section 2, the Company
at its expense will promptly compute such adjustment or readjustment in
accordance with the terms of this Warrant and prepare a certificate setting
6
forth such adjustment or readjustment and showing in detail the facts upon which
such adjustment or readjustment is based. The Company will forthwith mail, by
first class mail, postage prepaid, a copy of each such certificate to the Holder
of this Warrant at the address of such Holder as shown on the books of the
Company.
2.7 Other Notices. If at any time:
(a) the Company shall (i) offer for subscription pro rata to the
holders of shares of the Common Stock any additional equity in the Company or
other rights; (ii) pay a dividend in additional shares of the Common Stock or
distribute securities or other property to the holders of shares of the Common
Stock (including, without limitation, evidences of indebtedness and equity and
debt securities); or (iii) issue securities convertible into, or rights or
Warrants to purchase, securities of the Company;
(b) there shall be any capital reorganization or reclassification
or consolidation or merger of the Company with, or sale, transfer or lease of
all or substantially all of its assets to, another entity; or
(c) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company; then, in any one or more of said
cases, the Company shall give, by first class mail, postage prepaid, to the
Holder of this Warrant at the address of such Holder as shown on the books of
the Company, (a) at least 15 days' prior written notice of the date on which the
books of the Company shall close or a record shall be taken for such
subscription rights, dividend, distribution or issuance, and (b) in the case of
any such reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding up, at least 15 days' prior written notice
of the date when the same shall take place if no stockholder vote is required
and at least 15 days' prior written notice of the record date for stockholders
entitled to vote upon such matter if a stockholder vote is required. Such notice
in accordance with the foregoing clause (a) shall also specify, in the case of
any such subscription rights, the date on which the holders of shares of Common
Stock shall be entitled to exercise their rights with respect thereto, and such
notice in accordance with the foregoing clause (b) shall also specify the date
on which the holders of shares of Common Stock shall be entitled to exchange
their shares of Common Stock for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up, as the case may be. Failure to give the notice
referred to herein shall not affect the validity or legality of the action which
should have been the subject of the notice.
3. No Voting Rights. Except as otherwise provided herein, this Warrant shall not
be deemed to confer upon the Holder any right to vote or to consent to or
receive notice as a stockholder of the Company, as such, in respect of any
matters whatsoever, or any other rights or liabilities as a stockholder, prior
to the exercise hereof.
7
4. Warrants Transferable.
This Warrant and all rights hereunder are transferable, in whole or in
part, at the principal offices of the Company by the Holder hereof, upon
surrender of this Warrant properly endorsed; provided, however, that without the
prior written consent of the Company, this Warrant and all rights hereunder may
be transferred only (i) to an affiliate of the initial Holder hereof or
successor in interest to any such person in a transaction exempt from
registration under the 1933 Act; or (ii) pursuant to the registration of this
Warrant or the Warrant Shares under the 1933 Act or subsequent to one year from
the date hereof under Rule 144 or other exemption from such registration.
5. Warrants Exchangeable; Loss, Theft, Destruction, Etc. This Warrant is
exchangeable, upon surrender hereof by the Holder hereof at the principal
offices of the Company, for new Warrants of like tenor representing in the
aggregate the right to subscribe for and purchase the Warrant Shares which may
be subscribed for and purchased hereunder, each such new Warrant to represent
the right to subscribe for and purchase such Warrant Shares (not to exceed the
maximum aggregate Warrant Shares which may be purchased hereunder) as shall be
designated by such Holder hereof at the time of such surrender. Upon receipt of
evidence satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, in the case of any such loss, theft or
destruction, upon delivery of a bond or indemnity satisfactory to the Company,
or, in the case of any such mutilation, upon surrender or cancellation of this
Warrant, the Company will issue to the Holder hereof a new Warrant of like
tenor, in lieu of this Warrant, representing the right to subscribe for and
purchase the Warrant Shares which may be subscribed for and purchased hereunder.
6. Legends; Investment Representations. Any certificate evidencing the
securities issued upon exercise of this Warrant shall bear a legend in
substantially the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). SUCH
SECURITIES MAY NOT BE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR
(B) UPON RECEIPT BY THE ISSUER OF AN OPINION OF COUNSEL, WHICH OPINION OF
COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT SUCH
TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES
LAWS.
7. Redemption. This Warrant is callable for a nominal price at the option of the
Company on thirty days' notice to the Holder if:
8
(a) the average closing bid price of the Company's Common Stock for
twenty consecutive trading days exceeds 300% of the Warrant Share Price, as
adjusted; and
(b) the Common Stock of the Company is trading on a national
securities exchange or the Nasdaq SmallCap or National Market Systems; and
(c) a registration statement covering the Warrant Shares has been
declared effective by the Securities and Exchange Commission and the Warrant
Shares are not otherwise subject to any lock-up restrictions.
8. Modifications and Waivers. The terms of the Warrants may be amended, modified
or waived by agreement of the Company, Commonwealth Associates, L.P. and a
committee to be designated by Commonwealth Associates, L.P. whose members hold
in aggregate not less than 20% of the outstanding Warrants (the "Committee");
provided, however, that no such amendment, modification or waiver which would
decrease the number of Warrant Shares purchasable upon the exercise of any
Warrant, or increase the Warrant Share Price therefor (other than as a result of
the waiver or modification of any anti-dilution provisions) may be made without
the approval of the holders of at least 50% of the outstanding Warrants.
9. Miscellaneous. The Company shall pay all expenses and other charges payable
in connection with the preparation, issuance and delivery of this Warrant and
all substitute Warrants other than as set forth in this Section 9. The Holder
shall pay all taxes (other than any issuance taxes, including, without
limitation, documentary stamp taxes, transfer taxes and other governmental
charges, which shall be paid by the Company) in connection with such issuance
and delivery of the Warrants and the Warrant Shares.
The Company shall maintain, at the office or agency of the Company
maintained by the Company, books for the registration and transfer of the
Warrant.
10. Reservation of Warrant Shares. From and after the date the Company's
shareholders approve the amendment to its Articles of Incorporation increasing
the number of authorized shares of Common Stock, the Company will at all times
reserve and keep available, free from preemptive rights, out of the aggregate of
its authorized but unissued Common Stock or its authorized and issued Common
Stock held in its treasury, solely for the purpose of enabling it to satisfy any
obligation to issue Warrant Shares upon exercise of this Warrant, the maximum
number of shares of Common Stock which may then be deliverable upon the exercise
of this Warrant.
The Company or, if appointed, the transfer agent for the Common Stock
(the "Transfer Agent") and every subsequent transfer agent for any shares of the
Company's capital stock issuable upon the exercise of any of the rights of
purchase aforesaid will be irrevocably authorized and directed at all times to
reserve such number of authorized shares as shall be required for such purpose.
The Company will keep a copy of this Warrant on file with the Transfer Agent and
with every subsequent transfer agent for any shares of the Company's capital
9
stock issuable upon the exercise of the rights of purchase represented by this
Warrant. The Company will furnish such Transfer Agent a copy of all notices of
adjustments and certificates related thereto transmitted to the Holder pursuant
to Section 2.6 hereof.
The Company covenants that all Warrant Shares which may be issued upon
exercise of this Warrant will, upon issue, be fully paid, nonassessable, free of
preemptive rights and free from all taxes, liens, charges and security interests
with respect to the issue thereof.
11. Registration; Obtaining Stock Exchange Listings. The Company agrees to file
a registration statement under the 1933 Act, which shall include the Warrant
Shares, on Form SB-2 or another available form, within nine months of the final
closing of the offering of the Units consisting of Series C Convertible
Preferred Stock and Warrants, of which this Warrant was originally a part, and
shall use its reasonable best efforts to have such registration statement
declared effective as soon as practicable thereafter, pursuant to a Subscription
Agreement between the Company and the Holder dated as of the date hereof.
12. Adjustment of Number of Warrant Shares Issuable and Exercise Price. The
number of Warrant Shares issuable upon the exercise of this Warrant and the
Warrant Share Price are subject to adjustment from time to time upon the
occurrence of the events enumerated in Section 2.
13. Descriptive Headings and Governing Law. The descriptive headings of the
several paragraphs of this Warrant are inserted for convenience only and do not
constitute a part of this Warrant. This Warrant shall be construed and enforced
in accordance with the laws of the State of New York, and the rights of the
parties shall be governed by, the law of such State.
10
IN WITNESS WHEREOF, this Warrant Agreement has been executed as of the
_____ day of March, 2000.
U.S. WIRELESS DATA, INC.
By:
---------------------------------
Its:
--------------------------------
11
PURCHASE FORM
Dated:__________, ____
The undersigned hereby irrevocably elects to exercise the within Warrant to
the extent of purchasing _____ Warrant Shares and hereby makes payment of
$_____________ in payment of the exercise price thereof.
-----------------------------------------
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CASHLESS EXERCISE
Dated:__________, ____
The undersigned irrevocably elects to exercise the within Warrant for
Warrant Shares and hereby makes payment pursuant to the Cashless Exercise
provision of the within Warrant, and directs that the payment of the Warrant
Share Price be made by cancellation as of the date of exercise of a portion of
the within Warrant in accordance with the terms and provisions of Section 1(b)
of the within Warrant.
-----------------------------------------
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