EXHIBIT 99.2
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS.
NEITHER THIS WARRANT NOR THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE APPLICABLE SECURITIES UNDER SUCH ACT OR LAWS OR
AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE ISSUER
STATING THAT SUCH REGISTRATION IS NOT REQUIRED.
No. 2005-W-<> WARRANT TO PURCHASE <>
SHARES OF COMMON STOCK
STOCK PURCHASE WARRANT
TO PURCHASE SHARES OF COMMON STOCK
OF MICROFIELD GROUP, INC.
For value received, Microfield Group, Inc., an Oregon corporation (the
"Company"), grants to <> (the "Holder") the right, subject to the terms of
this Warrant, to purchase at any time during the period commencing on the
"Initial Exercise Date" (as defined below), and ending on the "Expiration Date"
(as defined below), <> fully paid and nonassessable shares of Common
Stock of the Company at the "Exercise Price" (as defined below). This Warrant
may be exercised in whole or in part. The number of shares that may be purchased
is subject to adjustment under the terms of this Warrant.
Section 1. DEFINITIONS. As used in this Warrant, unless the context otherwise
requires:
"COMMON STOCK" means the Common Stock of the Company.
"COMPANY" has the meaning specified in the introductory paragraph.
"EXERCISE AMOUNT" means the number of Warrant Shares filled in on the
attached Exercise Form delivered to the Company by the Holder in connection with
exercise of all or a portion of this Warrant.
"EXERCISE DATE" means any date on which this Warrant is exercised in the
manner indicated in Sections 2.1 and 2.2.
"EXERCISE PRICE" means $2.58 per share (adjusted as necessary in
accordance with Section 7).
"EXPIRATION DATE" means 12:00 midnight (Portland time) on October 13,
2010.
"HOLDER" has the meaning specified in the introductory paragraph.
"INITIAL EXERCISE DATE" means October 13, 2005.
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"PERSON" means an individual, corporation, partnership, trust, joint
venture or other form of business entity.
"SECURITIES ACT" means the Securities Act of 1933, as amended from time to
time, and all rules and regulations promulgated thereunder, or any act, rules or
regulations which replace the Securities Act or any such rules and regulations.
"WARRANT SHARES" means the shares of Common Stock issued or issuable upon
exercise of this Warrant, adjusted as necessary in accordance with Section 7.
Section 2. DURATION AND EXERCISE OF WARRANT.
2.1 EXERCISE PERIOD. Subject to the provisions hereof, this Warrant may be
exercised at any time during the period commencing on the Initial Exercise Date
and ending on the Expiration Date for the Warrant Shares. After the Expiration
Date, this Warrant shall become void and all rights to purchase Warrant Shares
hereunder shall thereupon cease.
2.2 METHODS OF EXERCISE. This Warrant may be exercised by the Holder, in
whole or in part, by (i) surrendering this Warrant to the Secretary of the
Company, (ii) payment of any applicable consideration, and (iii) executing and
delivering to the Secretary of the Company the attached Exercise Form, which
must select one of the following exercise methods, to be at the Holder's option:
2.2.1 EXERCISE FOR CASH. If the Holder elects to exercise the right
to purchase Warrant Shares for cash, the Holder shall tender to the Company
payment in full by cash, check, or wire transfer of the Exercise Price for the
Exercise Amount.
2.2.2 SAME DAY SALE EXERCISE. In lieu of exercising this Warrant by
payment of cash, when permitted by law and applicable regulations (including
Nasdaq and NASD rules), the Holder may pay the Exercise Price through a "same
day sale" commitment from the Holder and a broker-dealer that is a member of the
National Association of Securities Dealers (an "NASD Dealer") whereby the Holder
irrevocably elects to exercise the Warrant or portion thereof and to sell a
portion of the Warrant Shares so purchased to pay the Exercise Price and whereby
the NASD Dealer irrevocably commits upon receipt of such Warrant Shares to
forward the Exercise Price directly to the Company.
2.2.3 NET EXERCISE. The Holder may elect to receive, without the
payment by the Holder of any additional consideration, shares of Common Stock
equal to the value of this Warrant by the surrender of this Warrant to the
Company with a written notice of exercise specifying reliance on this Section
2.2.3. Thereupon, the Company shall issue to the Holder such number of fully
paid and nonassessable shares of Common Stock as is computed using the following
formula:
X = Y (A-B)
-------
A
where X = the number of shares to be issued to the Holder pursuant to this
Section 2.3.
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Y = the number of Warrant Shares underlying the Warrant
the Holder elects to exercise pursuant to this Section
2.2.3.
A = the average closing ask price for one share of Common
Stock for the 10 trading days preceding the day the net
exercise election is made pursuant to this Section
2.2.3.
B = the Exercise Price in effect under this Warrant at
the time the net exercise election is made pursuant to
this Section 2.2.3.
2.3 CERTIFICATES. As soon as practicable after exercise of this Warrant
(but in no event later than five business days), (a) certificates for Warrant
Shares shall be delivered, at the Company's expense, to the Holder or the
transferee thereof set forth in the attached Exercise Form and (b) a new Warrant
of like tenor to purchase up to that number, if any, not previously purchased by
the Holder (if this Warrant has not expired) shall be delivered, at the
Company's expense, to the Holder.
2.4 EFFECTIVE DATE OF EXERCISE. 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. The person entitled to receive the
Warrant Shares shall be treated for all purposes as the holder of record of such
shares as of the close of business on the date the Holder is deemed to have
exercised this Warrant.
2.5 SECURITIES ACT COMPLIANCE. Unless the Warrant Shares are no longer
subject to Rule 144 under the Securities Act, the Company may place
conspicuously upon each certificate representing the Warrant Shares a legend
substantially in the following form, the terms of which are agreed to by the
Holder:
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED,
ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING THESE SECURITIES
OR (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF
THESE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THE COMPANY) STATING
THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION OR (C) THE COMPANY
OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM
REGISTRATION.
2.6 TAXES. The Company shall pay any tax and other governmental charges
which may be payable in respect of the issuance of the Warrant Shares, provided,
however, that in no case will the Company pay any taxes relating to income to
the Holder resulting from the issuance or exercise of this Warrant.
Section 3. WARRANT SHARES.
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3.1 VALIDITY AND RESERVATION. The Company covenants that all Warrant
Shares issued upon exercise of this Warrant will be validly issued, fully paid,
nonassessable, free and clear of all liens, security interests, charges and
other encumbrances or restrictions on sale (except encumbrances or restrictions
arising under federal or state securities laws), and not subject to preemptive
rights. The Company agrees that, as long as this Warrant may be exercised, the
Company will have duly authorized and reserved for issuance upon exercise of
this Warrant a sufficient number of shares of Common Stock or other shares of
capital stock of the Company as are from time to time issuable upon exercise of
this Warrant and from time to time will take all steps necessary to amend its
Articles of Incorporation to provide sufficient reserves of Common Stock
issuable upon exercise of this Warrant. Issuance of this Warrant shall
constitute full authority to the Company's officers who are charged with the
duty of executing stock certificates to execute and issue the necessary
certificates for Common Stock upon the exercise of this Warrant.
3.2 LISTING OF WARRANT SHARES. The Company shall take all steps necessary
to cause the Warrant Shares issuable upon exercise of this Warrant to be
approved for listing on all securities exchanges or markets and all trading or
quotation facilities, if any, on which the Common Stock is listed as soon as
possible after the Initial Exercise Date and shall use commercially reasonable
efforts to maintain such listings until the earlier of the Expiration Date or
the date this Warrant is exercised in full.
Section 4. FRACTIONAL SHARES.
No fractional Warrant Shares shall be issued upon the exercise of this
Warrant, and the number of Warrant Shares to be issued shall be rounded to the
nearest whole number.
Section 5. LIMITED RIGHTS OF WARRANT HOLDER.
The Holder shall not, solely by virtue of being the Holder of this
Warrant, have any of the rights of a shareholder of the Company, either at law
or equity, until this Warrant shall have been exercised.
Section 6. LOSS OF WARRANT.
Upon receipt by the Company of satisfactory evidence of the loss, theft,
destruction or mutilation of this Warrant and either (in the case of loss, theft
or destruction) reasonable indemnification and a bond reasonably satisfactory to
the Company if requested by the Company or (in the case of mutilation) the
surrender of this Warrant for cancellation, the Company will execute and deliver
to the Holder, without charge, a new warrant of like denomination.
Section 7. CERTAIN ADJUSTMENTS.
7.1 ADJUSTMENT OF WARRANT SHARES. The number, class and Exercise Price per
share of securities for which this Warrant may be exercised are subject to
adjustment from time to time upon the happening of certain events as hereinafter
provided:
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(a) RECAPITALIZATION. If the outstanding shares of the Company's
Common Stock are divided into a greater number of shares or if the Company shall
effect a stock dividend, the number of shares of Common Stock purchasable upon
the exercise of this Warrant shall be proportionately increased and the Exercise
Price per share shall be proportionately reduced. Conversely, if the outstanding
shares of Common Stock are combined into a smaller number of shares of Common
Stock, the number of shares of Common Stock purchasable upon the exercise of
this Warrant shall be proportionately reduced and the Exercise Price per share
shall be proportionately increased. The increases and reductions provided for in
this Section 7.1(a) shall be made with the intent and, as nearly as practicable,
the effect that neither the percentage of the total equity of the Company
obtainable on exercise of this Warrant nor the aggregate price payable for such
percentage shall be affected by any event described in this Section 7.1(a).
(b) MERGER OR REORGANIZATION, ETC. In the event of any change in the
Common Stock through merger, consolidation, reclassification, reorganization,
partial or complete liquidation or other change in the capital structure of the
Company (not including the issuance of additional shares of capital stock other
than by stock dividend or stock split), then, the Holder of this Warrant will
have the right thereafter to receive upon the exercise of this Warrant the kind
and amount of shares of stock or other securities or property to which it would
have been entitled if, immediately before the merger, consolidation,
reclassification, reorganization, recapitalization or other change in the
capital structure, it had held the number of shares of Common Stock obtainable
upon the exercise of this Warrant. In any such case, appropriate adjustment
shall be made in the application of the provisions of this Section 7 with
respect to the rights of the Holder after the merger, consolidation,
reclassification, reorganization, recapitalization or other change to the end
that the provisions of this Section 7 (including adjustment of the Exercise
Price then in effect and the number of shares issuable upon exercise of this
Warrant) shall be applicable after that event as nearly equivalent as may be
practicable.
(c) ADJUSTMENT FOR DIVIDENDS OR DISTRIBUTIONS OF STOCK OR OTHER
SECURITIES OR PROPERTY. In case the Company shall make or issue, or shall fix a
record date for the determination of eligible holders entitled to receive, a
dividend or other distribution with respect to the Warrant Shares (or any shares
of stock or other securities at the time issuable upon exercise of the Warrant)
payable in (i) securities of the Company (other than as provided for in Section
7.1(a) or (b) above) or any other entity or (ii) assets (excluding cash
dividends paid or payable solely out of retained earnings), then, in each such
case, upon exercise of this Warrant at any time after the consummation,
effective date or record date of such dividend or other distribution, the Holder
shall receive, in addition to the Warrant Shares (or such other stock or
securities) issuable on such exercise prior to such date, and without the
payment of additional consideration therefor, the securities or such other
assets of the Company to which such Holder would have been entitled upon such
date if such Holder had exercised this Warrant on the Initial Exercise Date and
had thereafter, during the period from the Initial Exercise Date to and
including the date of such exercise, retained such shares and/or all other
additional stock or securities available to it as aforesaid during such period
giving effect to all adjustments called for by this Section 7.
(d) OTHER IMPAIRMENTS. If any event shall occur as to which the
provisions of Section 7.1(a)-(c) are not strictly applicable but are covered by
the essential intent and
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principles of such sections, then, in each such case, the Company will appoint a
firm of independent certified public accountants of recognized national standing
(but not the Company's regular auditors), which shall give their opinion upon
the adjustment, if any, on a basis consistent with the essential intent and
principles established in this Section 7.1, necessary to preserve the rights
represented by this Warrant. Upon receipt of such opinion, the Company will
promptly mail a copy thereof to the holder of this Warrant and shall make the
adjustments described therein.
7.2 NOTICE OF ADJUSTMENT. Whenever an event occurs requiring any
adjustment to be made pursuant to Section 7.1, the Company shall promptly file
with its Secretary or an assistant secretary at its principal office and with
its stock transfer agent, if any, a certificate of its President or Chief
Financial Officer specifying such adjustment, setting forth in reasonable detail
the acts requiring such adjustment, and stating such other facts as shall be
necessary to show the manner and figures used to compute such adjustment. Such
certificate shall be made available at all reasonable times for inspection by
the Holder. Promptly (but in no event more than 30 days) after each such
adjustment, the Company shall give a copy of such certificate by certified mail
to the Holder.
Section 8. MISCELLANEOUS.
8.1 BINDING EFFECT; ASSIGNMENT. This Warrant shall inure to the benefit of
and be binding upon the Company and the Holder and their respective successors,
heirs, legal representatives and permitted assigns. This Warrant and the Warrant
Shares (collectively, "Securities") may only be disposed of pursuant to an
effective registration statement under the Securities Act or pursuant to an
available exemption from or in a transaction not subject to the registration
requirements of the Securities Act, and in compliance with any applicable
federal and state securities laws. In connection with any transfer of Securities
other than pursuant to an effective registration statement, transfer may only be
made with the prior written consent of the Company, which shall not be
unreasonably withheld, and the Company may require the transferor to provide to
the Company an opinion of counsel selected by the transferor, the form and
substance of which opinion shall be reasonably satisfactory to the Company, to
the effect that such transfer does not require registration of such transferred
securities under the Securities Act; provided, however, that notwithstanding the
foregoing, no consent of the Company shall be required for the assignment or
transfer of rights hereunder by a Holder to the spouse, ancestors, lineal
descendants or siblings of such assignor or transferor, provided the
transferee(s) certify to the Company that each is an "accredited investor"
within the meaning of Rule 501(a) under the Securities Act and that it is
acquiring the Securities solely for investment purposes.
The Company shall register the transfer of any portion of this Warrant,
upon surrender of this Warrant with the Form of Assignment attached hereto duly
completed and signed, to the Company's transfer agent or to the Company at the
office specified in Section 8.2. Upon any such transfer, a new warrant to
purchase Common Stock, in substantially the form of this Warrant (any such new
warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred
shall be issued to the transferee and a New Warrant evidencing the remaining
portion of this Warrant not so transferred, if any, shall be issued to the
transferring Holder. The acceptance of a New Warrant by the transferee shall be
deemed the acceptance by such transferee of all of the rights and obligations of
a holder of a Warrant.
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This Warrant is exchangeable, upon the surrender hereof by the
Holder to the office of the Company specified in Section 8.2, for one or more
New Warrants evidencing in the aggregate the right to purchase the number of
Warrant Shares which may then be purchased hereunder. Any such New Warrant will
be dated the date of such exchange.
8.2 NOTICE. All notices required or permitted under this Warrant shall be
given in writing and shall be deemed effectively given (a) upon personal
delivery to the party to be notified, (b) three days after deposit with the
United States Post Office, by registered or certified mail, postage prepaid and
addressed to the party to be notified at the address for such party, (c) one day
after deposit with a nationally recognized air courier service such as DHL or
Federal Express, or (d) on the date of facsimile transmission, with confirmed
transmission.
If to the Company:
Microfield Group, Inc.
0000 XX Xxxxxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Attn: President
Fax: (503) __________
With a copy to:
Xxxx Xxxxxx Xxxxx Xxxxxxx & Tongue LLP
000 XX Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxx, XX 00000
Attn: Xxx X. Xxxxxxx
Fax: (000) 000-0000
If to the Holder:
Name
_________________________
_________________________
_________________________
Fax:_____________________
With a copy to:
Name
_________________________
_________________________
_________________________
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Fax:_____________________
or such other address as such party may designate by 10 days' advance written
notice to the other party.
8.3 GOVERNING LAW. The validity, interpretation and performance of this
warrant shall be governed by the laws of the state of Oregon, exclusive of
conflicts of law rules.
8.4 IMPAIRMENT. The Company will not, by amendment of its Articles of
Incorporation or Bylaws, or through reorganization, consolidation, merger,
dissolution, issue or sale of securities, sale of assets or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder of this Warrant against
impairment. Without limiting the generality of the foregoing, the Company (a)
will not increase the par value of any shares of stock issuable upon the
exercise of this Warrant above the amount payable therefor upon such exercise
and (b) will take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and non-assessable
Warrant Shares upon exercise of this Warrant.
8.5 NOTICES OF RECORD DATE. After the Initial Exercise Date, in case:
8.5.1 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 securities or to receive any other right; or
8.5.2 of any consolidation or merger of the Company with or into
another corporation, any capital reorganization of the Company, any
reclassification of the capital stock of the Company, or any conveyance of all
or substantially all of the assets of the Company; or
8.5.3 of any voluntary dissolution, liquidation or winding-up of the
Company; or
8.5.4 of any redemption or conversion of all outstanding Common
Stock;
then, and in each such case, the Company will mail or cause to be mailed to the
Holder of this Warrant a notice specifying, as the case may be, (i) the date on
which a record is to be taken for the purpose of such dividend, distribution or
right, or (ii) 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 Common Stock (or such stock or securities
as at the time are receivable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other stock or
securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up. Such notice shall be delivered at least
thirty (30) days before the consummation of the applicable event.
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8.6 NO INCONSISTENT AGREEMENTS. The Company will not on or after the date
of this Warrant enter into any agreement with respect to its securities which is
inconsistent with the rights granted to the Holder of this Warrant or otherwise
conflicts with the provisions hereof. The rights granted to the Holder hereunder
do not in any way conflict with the rights granted to holders of the Company's
securities under any other agreements, except rights that have been waived.
8.7 SATURDAYS, SUNDAYS AND HOLIDAYS. If the Expiration Date falls on a
Saturday, Sunday or legal holiday, the Expiration Date shall automatically be
extended until 5:00 p.m. Pacific Time the next business day.
8.8 HEADINGS. The headings herein are for convenience only and shall not
control or affect the meaning or construction of this Warrant.
Dated as of: October ____, 2005.
MICROFIELD GROUP, INC.
By:____________________
A. Xxxx Xxxxxx
President
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EXERCISE FORM
(To Be Executed by the Warrant Holder
to Exercise the Warrant)
To: MICROFIELD GROUP, INC.
1. The undersigned hereby irrevocably elects to exercise the right
represented by Warrant No. 2005-W-___ to purchase _________ shares of
Common Stock (the "Exercise Amount") provided for in the Warrant as
follows [check one]:
[ ] Exercise for Cash: Pursuant to Section 2.2.1 of the Warrant, the
Holder hereby elects to exercise the Warrant for cash and tenders payment
herewith (or has made a wire transfer) to the order of Microfield Group, Inc. in
the amount of $____________ (the Exercise Amount times the Exercise Price).
[ ] Same Day Sale Exercise: Pursuant to Section 2.2.2 of the Warrant, the
Holder hereby elects to exercise the Warrant on a cashless basis.
[ ] Net Exercise: Pursuant to Section 2.2.3 of the Warrant, the Holder
hereby elects to exercise the Warrant on a net exercise basis.
2. The undersigned requests that certificates for such shares of Common Stock
be issued and delivered as follows:
Name:__________________________________
Address:_______________________________
Deliver to:____________________________
Address:_______________________________
If the number of shares of Common Stock to be issued upon this exercise is not
all the shares that may be purchased pursuant to the Warrant, the undersigned
requests that a new warrant evidencing the right to purchase the balance of such
shares be registered in the name of, and be delivered to, the undersigned at the
foregoing address.
3. In connection with the exercise of the Warrant, the undersigned hereby
represents and warrants to you as follows:
(a) Purchase Entirely for Own Account. The Common Stock will be acquired
for investment for the undersigned's own account and not with a view
to the resale or distribution of any part thereof, and the
undersigned has no intention of selling, granting any participation
in, or otherwise distributing the same.
(b) Restricted Securities. The undersigned understands the Common Stock
may not be sold, transferred, or otherwise disposed of without
registration under the
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Securities Act or an exemption therefrom and, in the absence of an
effective registration statement covering the Common Stock or an
available exemption from registration under the Securities Act, the
Common Stock must be held indefinitely.
(c) Investment Experience. The undersigned is experienced in evaluating
and investing in companies in the development stage, can bear the
economic risk of an investment in the Common Stock, and has enough
knowledge and experience in financial and business matters to
evaluate the merits and risks of the investment in the Common Stock.
(d) Investor Qualifications. The undersigned is an Accredited Investor
as defined in Rule 501 promulgated under the Securities Act or has
such knowledge and experience in financial and business matters that
he or it is capable of evaluating the merits and risks of investing
in the Common Stock.
(e) Opportunity to Review Documents and Ask Questions. The Company has
made available to the undersigned all documents and information
requested by the undersigned relating to an investment in the
Company. In addition, the undersigned has had adequate opportunity
to ask questions and to receive answers from the management of the
Company covering the terms and conditions of the offering and the
Company's business, management, and financial affairs.
4. The undersigned understands, agrees, and recognizes that:
(a) No federal or state agency has made any finding or determination as
to the fairness of the investment or any recommendation or
endorsement of the Common Stock.
(b) All certificates evidencing the Common Stock shall bear a legend
substantially similar to the legend set forth in Section 2.5 of the
Warrant regarding resale restrictions.
5. The undersigned is a resident of the state of ________________________.
Dated:___________, ______.
[HOLDER]
By:________________________________
Name:______________________________
Title:_____________________________
Note: Signature must correspond
with the name as written upon the
face of the Warrant in every
particular, without alteration or
enlargement or any change
whatsoever.
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FORM OF ASSIGNMENT
FOR VALUE RECEIVED, ______________________________________ hereby sells,
assigns and transfers to the assignee set forth below all of the rights of the
undersigned in and to the number of Warrant Shares (as defined in and evidenced
by the foregoing Warrant) set opposite the name of such assignee below and in
and to the foregoing Warrant with respect to said Warrant Shares:
Name of Assignee Address Number of Shares
If the total of said Warrant Shares shall not be all such shares which may
be purchased pursuant to the foregoing Warrant, the undersigned requests that a
new Warrant evidencing the right to purchase the balance of such shares be
issued in the name of, and delivered to, the undersigned at the undersigned's
address stated below.
Dated:__________________________
Name of holder of Warrant:____________________________________________
(please print)
Address:___________________________________________________________
Signature:__________________________________________________________
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