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EXHIBIT 10.53
THIS WARRANT AND THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALE OR
OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER SAID ACT AND
APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION IS AVAILABLE AND AN
OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER IS DELIVERED TO SUCH
EFFECT.
Void after 5:00 p.m. New York, New York Time, on September 16, 2004.
WARRANT TO PURCHASE
SHARES OF
COMMON STOCK
OF
XXX.XXX, INC.
This is to certify that, FOR VALUE RECEIVED, XXXXX XXXXX XXXXXX & COMPANY, LLC
or its registered assigns pursuant to Section (d) hereof ("Holder"), is entitled
to purchase, subject to the provisions of this Warrant, from XXX.XXX, INC., a
Delaware corporation (the "Company"), 60,000 fully paid, validly issued and
nonassessable shares of Common Stock, par value $.00l per share ("Common
Stock"), at the exercise price of $10.50 per share until September 16, 2004. The
number of shares of Common Stock to be received upon the exercise of this
Warrant and the price to be paid for each share of Common Stock are subject to
adjustment from time to time as hereinafter set forth. The shares of Common
Stock deliverable upon such exercise, and as adjusted from time to time, are
hereinafter sometimes referred to as "Warrant Shares," and the exercise price
for a share of Common Stock, as adjusted from time to time, is hereinafter
sometimes referred to as the "Exercise Price."
(a) EXERCISE OF WARRANT. The Warrant may be exercised in whole or in
part at any time or from time to time until 5:00 P.M. New York time on September
16, 2004 (the "Expiration Date"), provided, however, that if such day is a day
on which banking institutions in the State of New York are authorized by law to
close, then on the next succeeding day which shall not be such a day. The
Warrant may be exercised by presentation and surrender to the Company at its
principal office, or at the office of its stock transfer agent, if any, with the
Purchase Form annexed hereto, duly executed (with signature guaranteed if
required by the Company or, if any, its stock transfer agent) and accompanied by
payment of the Exercise Price for the number of Warrant Shares specified in such
form and any applicable taxes. The purchase price for any Warrant Shares
purchased pursuant to the exercise of this Warrant shall be paid in full upon
such exercise in cash, by certified or bank check or by wire transfer of
immediately available funds. Alternatively, this Warrant may be exchanged for
Warrant Shares as described
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in Section (k) hereof as soon as practicable after each such exercise of this
Warrant, but not later than seven (7) business days from the date of such
exercise, the Company shall issue and deliver to the Holder a certificate or
certificates for the Warrant Shares issuable upon such exercise, registered in
the name of the Holder or the Holder's designee (subject to the terms of this
Warrant). If the Warrant should be exercised in part only, the Company shall,
upon surrender of the 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 thereunder. Upon receipt by the Company of the
Warrant at its office, or by the stock transfer agent of the Company at its
office, in proper form for exercise, together with the exercise price thereof
and taxes as aforesaid in cash, by certified or bank check or by wire transfer
of immediately available funds and the investment letter described below, the
Holder shall be deemed to be the holder of record of the Warrant Shares issuable
upon such exercise, notwithstanding that the stock transfer books of the Company
shall then be closed or that certificates representing such Warrant Shares shall
not then be physically delivered to the Holder. Each stock certificate, so
delivered shall be in such denomination as may be reasonably requested by the
Holder hereof and shall be registered in the name of the Holder or such other
name as shall be designated by the Holder subject to the terms of this Warrant.
The Company shall pay all expenses, taxes and other charges payable in
connection with the preparation, execution and delivery of stock certificates
pursuant to this Section (a), except that, in case such stock certificates shall
be registered in a name or names other than the name of the Holder of this
Warrant, funds sufficient to pay all stock transfer taxes which shall be payable
upon the execution and delivery of such stock certificate or certificates shall
be paid by the Holder hereof to the Company.
In order to assure the availability of an exemption from registration
under the federal or applicable state securities laws, the Company may condition
the exercise of the Warrant upon the Holder delivering to the Company an
investment letter in the form as customarily used by the Company from time to
time in connection with the exercise of unregistered options and warrants issued
by the Company. It is further understood that certificates for the Warrant
Shares, if any, to be issued upon exercise of the Warrant may contain a
restrictive legend in accordance with Section (j) hereof.
(b) RESERVATION OF SHARES. The Company shall at all times reserve for
issuance and/or delivery upon exercise of this Warrant such number of shares of
its Common Stock as shall be required for issuance and delivery upon exercise of
this Warrant. If any shares of the Common Stock are or become listed or quoted
on any national securities exchange or The NASDAQ Stock Market (National Market)
other than pursuant to a Qualifying Offering (as defined in the Certificate of
Designation relating to the Company's Series D 7% Cumulative Convertible
Preferred Stock), the Company shall also list the Warrant Shares, as the case
may be, on such exchange or system, as the case may be, subject to notice of
issuance.
(c) FRACTIONAL SHARES. Fractional shares or scrip representing,
fractional shares may be issued upon the exercise of this Warrant.
Alternatively, the Company may, at its option, with respect to any fraction of a
share issuable upon any exercise hereof, pay to the Holder an amount in cash
equal to such fraction multiplied by the greater of (i) the initial
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Exercise Price per share or (ii) the current market value of the shares of the
Company's Common Stock. The current market value of a share of Common Stock
shall be determined as follows:
(1) If the Common Stock is listed on a national securities
exchange or admitted to unlisted trading privileges on such
exchange or listed for trading on the NASDAQ Stock Market
(National Market), the current market value shall be the last
reported sale price of the Common Stock on such exchange or
system on the last business day prior to the date of exercise
of this Warrant or if no such sale is made on such day, the
average closing bid and asked prices for such day on such
exchange or system;
(2) If the Common Stock is not so listed or admitted to
unlisted trading privileges, the current market value shall be
the mean of the last reported bid and asked prices for the
Common Stock reported by the National Quotation Bureau, Inc.,
on the last business day prior to the date of the exercise of
this Warrant; or
(3) If the Common Stock is not so listed or admitted to
unlisted trading privileges and bid and asked prices are not
so reported, the current market value shall be an amount
reasonably determined by the Board of Directors of the
Company.
(d) EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is
exchangeable, without expense, at the option of the Holder, upon presentation
and surrender hereof to the Company or at the office of its stock transfer
agent, if any, for other Warrants of different denominations entitling (which
may be reasonably requested by the Holder) the Holder thereof to purchase in the
aggregate the same number of shares of Common Stock purchasable hereunder.
Subject to Section (j) hereof, the Holder may transfer or assign this Warrant,
in whole or in part and from time to time. Upon surrender of this Warrant to the
Company at its principal office or at the office of its stock transfer agent, if
any, with the Assignment Form annexed hereto duly executed (with signature
guaranteed, if required by the Company or its stock transfer agent) and funds
sufficient to pay any transfer tax, the Company shall, without charge, execute
and deliver a new Warrant in the name of the assignee or assignees named in such
instrument of assignment and this Warrant shall promptly be canceled. This
Warrant may be divided into or combined with other Warrants which carry the same
rights upon presentation at the principal office of the Company or at the office
of its stock transfer agent, if any, together with a written notice specifying
the names and denominations in which new Warrants are to be issued and signed by
the Holder hereof. The term "Warrant" as used herein includes any Warrants into
which this Warrant may be divided or exchanged, and the term "Holder" includes
any subsequent holder or holders of this Warrant or any warrant for which this
Warrant is exchanged or into which it is divided. Upon receipt by the Company of
evidence satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant, and in the case of loss, theft or destruction, of reasonable
satisfactory indemnification, and upon surrender and cancellation of this
Warrant, if mutilated, the Company will execute and deliver a new Warrant
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of like tenor, date and amount. Any such new Warrant executed and delivered
shall constitute an additional contractual obligation on the part of the
Company, whether or not the original Warrant shall be at any time enforceable by
anyone.
(e) RIGHTS OF THE HOLDER. Subject to the provisions of Section (1), the
Holder shall not, by virtue hereof, be entitled to any rights of a shareholder
in the Company, either at law or equity (including, without limitation, any
rights to dividends) and the rights of the Holder with respect to the shares of
Common Stock purchasable pursuant to this Warrant are limited to those expressed
in the Warrant and are not enforceable against the Company except to the extent
set forth herein.
(f) ANTI-DILUTION PROVISIONS. So long as this Warrant shall be
outstanding, the Exercise Price in effect at any time and the number and kind of
securities purchasable upon the exercise of this Warrant shall be subject to
adjustment from time to time upon the happening of certain events as follows:
(1) In case the Company shall: (i) declare a dividend or make
a distribution on its outstanding shares of Common Stock in
shares of Common Stock, (ii) issue shares of Common Stock or
securities convertible into Common Stock (other than shares of
Common Stock issued upon: (A) conversion of outstanding shares
of Series B Preferred Stock, Series C Preferred Stock, or
Series D Preferred Stock, (B) exercise of warrants to purchase
Common Stock outstanding as of September 16, 1999 or (C)
exercise of any option granted or hereafter granted to any
officer, director, employee, agent or consultant of the
Company pursuant to a stock option plan approved by the
Company's Board of Directors), for consideration less than the
Exercise Price of this Warrant on the date of grant of such
option; (iii) subdivide or reclassify its outstanding shares
of Common Stock into a greater number of shares, or (iv)
combine or reclassify its outstanding shares of Common Stock
into a smaller number of shares, then the Exercise Price in
effect at the time of the record date for such dividend or
distribution, the sale of such shares of Common Stock or the
effective date of such subdivision, combination or
reclassification (such dividend or distribution, sale of
securities, subdivision, combination or reclassification,
collectively a "Dilution Event") shall be proportionately
adjusted as of the effective date of such Dilution Event by
multiplying such Exercise Price by a fraction, the denominator
of which shall be the outstanding number of shares of Common
Stock determined on a fully-diluted basis immediately
following such event and the numerator of which shall be the
outstanding number of shares of Common Stock determined on a
fully-diluted basis immediately prior thereto plus, in the
case of an adjustment pursuant to clause (ii), the number of
shares of Common Stock that would be purchasable at the
Exercise Price for the consideration per share being paid for
the shares being issued. For example, if the Company declares
a 2-for-1 stock split and the Exercise Price immediately prior
to such event was $10.50 per share, the adjusted Exercise
Price immediately after such
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event would be $5.25 per share. Such adjustment shall be made
successively whenever any Dilution Event shall occur.
(2) Notwithstanding the provisions of paragraph (1) of this
Section (f), in the event the Company issues shares of Common
Stock or securities convertible into Common Stock, other than
securities referenced in clauses (A), (B) and (C) of paragraph
(1) of this Section (f), for consideration less than the
Exercise Price of this Warrant on the date of issuance of such
securities during the nine (9) month period beginning on the
date of the closing of the sale of shares of Series D
Preferred Stock of the Company to certain purchasers pursuant
to a Stock Purchase Agreement, dated as of August 27, 1999, by
and between the Company (the "Series D Stock Purchase
Agreement"), the Exercise Price in effect on the date of
issuance of such securities shall be adjusted so as to equal
the per share consideration received by the Company in
connection with such issuance.
(3) Whenever the Exercise Price payable upon exercise of this
Warrant is adjusted pursuant to paragraphs (1) or (2) above,
the number of Warrant Shares purchasable upon exercise of this
Warrant shall simultaneously be adjusted by multiplying the
number of Warrant Shares issuable upon exercise of this
Warrant immediately prior to the Dilution Event by the
Exercise Price in effect immediately prior to the Dilution
Event and dividing the product so obtained by the Exercise
Price, as adjusted pursuant to paragraphs (1) or (2).
(4) No adjustment in the Exercise Price shall be required
unless such adjustment would require an increase or decrease
of at least $.05 in such price; provided, however, that any
adjustments which by reason of this paragraph (f)(4) are not
required to be made shall be carried forward and taken into
account in any subsequent adjustment required to be made
hereunder.
(5) Each computation required by this Section (f) for purposes
of determining whether the Exercise Price shall be adjusted
shall be performed by the Company's Chief Financial Officer.
(6) Whenever the Exercise Price is adjusted, as herein
provided, the Company shall promptly cause a notice (certified
as correct by the Company's Chief Financial Officer) setting
forth the adjusted Exercise Price and adjusted number of
Warrant Shares issuable upon exercise of this Warrant to be
mailed to the Holder, at its address appearing in the Warrant
Register, and shall cause a certified copy thereof to be
mailed to its transfer agent, if any.
(7) All calculations under this Section (f) shall be made to
the nearest cent or to the nearest Warrant Share, as the case
may be.
(8) In the event that, as a result of application of Section
(i) of this Warrant, this Warrant shall become exercisable for
securities other than the Common
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Stock, thereafter the number of shares of Common Stock
receivable upon exercise of this Warrant shall be subject to
adjustment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions with
respect to the Common Stock contained in this Section (f).
(9) Irrespective of any adjustments in the Exercise Price or
the number or kind of Warrant Shares purchasable upon exercise
of this Warrant, Warrants theretofore or thereafter issued may
continue to express the same price and number and kind of
shares as are stated in this Warrant initially issued.
(g) OFFICER'S CERTIFICATE. Whenever the Exercise Price shall be
adjusted as required by the provisions of the foregoing, the Company shall
forthwith file in the custody of its Secretary or an Assistant Secretary at its
principal office and with its stock transfer agent, if any, a certificate of the
Company's Chief Financial Officer showing the adjusted Exercise Price determined
as herein provided, setting forth in reasonable detail the facts requiring such
adjustment, including a statement of the number of additional shares of Common
Stock, if any, and such other facts as shall be necessary to show the reason for
and the manner of computing such adjustment. Each such officer's certificate
shall be made available at all reasonable times for inspection by the Holder or
any holder of this Warrant, and the Company shall, forthwith after each such
adjustment, mail, by certified mail, a copy of such certificate to the Holder or
any such holder.
(h) NOTICES TO WARRANT HOLDERS. So long as this Warrant shall be
outstanding, (i) if the Company shall declare any dividend or make any
distribution upon the Common Stock, or (ii) if the Company shall generally offer
to the holders of the Common Stock, whether or not pursuant to any holders'
right of first refusal with respect to the purchase of new securities issued by
the Company, for subscription-or purchase by them any shares of any class of the
Company's capital stock or any other rights to purchase shares of the Company's
capital stock, or (iii) if the Company proposes to register under the Securities
Act of 1933, as amended, any shares of its Common Stock pursuant to one or more
demand, piggyback or incidental registration rights granted to its stockholders,
or (iv) if any capital reorganization of the Company, reclassification of the
capital stock of the Company, consolidation or merger of the Company with or
into another corporation, sale, lease or transfer of all or substantially all of
the property and assets of the Company to another corporation, or voluntary or
involuntary dissolution, liquidation or winding up of the Company shall be
effected, then in any such case, the Company shall cause to be mailed by
certified mail to the Holder of this Warrant, at least 10 days prior to the date
specified in (x), (y) or (z) below, as the case may be, a notice containing a
brief description of the proposed action and stating the date on which (x) a
record is to be taken for the purpose of such dividend, distribution or offer
for subscription or purchase, (y) such reorganization, reclassification,
consolidation, merger, sale, lease, transfer, dissolution, liquidation or
winding up is to take place and the date, if any is to be fixed, as of which the
holders of the Common Stock or other capital stock of the Company shall receive
cash or other property deliverable upon such reclassification, reorganization,
consolidation, merger, conveyance, dissolution, liquidation or winding up, or
(z) the date by which holders of the Common Stock or other capital stock of the
Company must elect to participate in the registration
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of securities pursuant to clause (iii) above, or purchase securities by the
Company pursuant to the offering referred to in clause (ii) above.
(i) RECLASSIFICATION, REORGANIZATION OR MERGER. In case of any
reclassification, conversion or capital reorganization of outstanding shares of
the Common Stock of the Company, or in case of any consolidation or merger of
the Company with or into another corporation (other than a merger with another
corporation in which merger the Company is the continuing corporation and which
does not result in any reclassification or capital reorganization of outstanding
shares of Common Stock of the Company issuable upon exercise of this Warrant) or
in case of any sale, lease or conveyance to another corporation of the property
of the Company substantially as an entirety, the Company shall, as a condition
precedent to such transaction, cause effective provisions to be made so that the
Holder shall have the right thereafter by exercising this Warrant at any time
prior to the expiration of this Warrant, to purchase the kind and amount of
shares of stock and other securities and property receivable upon such
reclassification or capital reorganization and consolidation, merger, sale or
conveyance which would have been deliverable to the Holder of this Warrant on
the effective date of the reclassification, reorganization or merger had the
Holder exercised the Warrant immediately prior to the event described in this
Section (i). Any such provision shall include provision for subsequent
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Warrant. The foregoing provisions of this
Section (i) shall similarly apply to successive reclassifications or capital
reorganizations of shares of the Common Stock and to successive consolidations,
mergers, sales or conveyances. In the event that in connection with any such
capital reorganization or reclassification, consolidation, merger, sale or
conveyance, additional shares of Common Stock shall be issued in exchange,
conversion, substitution or payment, in whole or in part, for a security of the
Company other than Common Stock, any such issue shall be treated as an issue of
Common Stock covered by the provisions of paragraph (1) of Section (f) hereof.
(j) SECURITIES LAW COMPLIANCE.
(1) The Holder of this Warrant, by acceptance hereof,
acknowledges that this Warrant and the Warrant Shares to be
issued upon exercise hereof 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,
transfer, assign or otherwise dispose of this Warrant or any
Warrant Shares to be issued upon exercise hereof except under
circumstances that will not result in a violation of the
Securities Act of 1933, as amended (the "Act"), or any 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 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.
(2) If deemed necessary by counsel to the Company, this
Warrant, and all Warrant Shares issued upon exercise hereof
shall be stamped or imprinted with
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legends setting forth the restrictions on transfer arising
under applicable federal and state securities laws.
(k) RIGHT TO CONVERT WARRANT INTO COMMON STOCK.
(1) Right to Convert. As an alternative to payment of the
Exercise Price in cash, the Holder shall have the right at any
time and from time to time to convert this Warrant into shares
of Common Stock (the "Conversion Right"). Upon exercise of the
Conversion Right, the Company shall deliver to the Holder
(without payment by the Holder of any Exercise Price or of any
other cash or other consideration) that number of shares of
Common Stock equal to the quotient obtained by dividing (x)
the value of this Warrant at the time the Conversion Right is
exercised (determined by subtracting the aggregate Exercise
Price in effect immediately prior to the exercise of the
Conversion Right from the aggregate fair market value of the
shares of Common Stock issuable upon exercise of this Warrant
immediately prior to the exercise of the Conversion Right) by
(y) the fair market value of one share of Common Stock
immediately prior to the exercise of the Conversion Right. For
purposes hereof, the fair market value of a share of Common
Stock shall be the greater of (i) a price per share of Common
Stock equal to the initial Exercise Price or (ii) the current
market value of the shares of the Company's Common Stock as
determined in accordance with Section (c) hereof.
(2) Method of Exercise. The Conversion Right may be exercised
by the Holder by the surrender of this Warrant at the
principal office of the Company together with a written
statement specifying that the Holder thereby intends to
exercise the Conversion Right. Certificates for the shares of
Common Stock issuable upon exercise of the Conversion Right
shall be delivered to the Holder within five (5) days
following the Company's receipt of this Warrant together with
the aforesaid written statement.
(l) ADDITIONAL RIGHTS OF THE HOLDER. So long as this Warrant shall be
outstanding, the Holder shall (i) be entitled to registration, co-sale,
pre-emptive and similar rights with respect to the shares of Common Stock
purchasable hereunder, (ii) be obligated under certain circumstances to sell a
portion of the shares of Common Stock purchasable hereunder, and (iii) be
entitled to receive various financial and related information from the Company,
each to the same extent as those purchasers purchasing shares of the Company's
Series D Preferred Stock pursuant to the Series D Stock Purchase Agreement.
(m) REPRESENTATIONS OF THE HOLDER.
(i) The Holder hereby represents and warrants to the Company
that it has substantial knowledge, skill and experience in
making investment decisions of the type represented by this
Warrant and the Warrant Shares, it is capable of evaluating
the risk of its investment in this Warrant and the Warrant
Shares and is
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able to bear the economic' risk of such investment, including
the risk of losing the entire investment, that it is acquiring
this Warrant and the Warrant Shares for its own account, and
that this Warrant and the Warrant Shares are being acquired by
it for investment and not with a present view to any
distribution thereof in violation of applicable securities
law. If the Holder should in the future decide to dispose of
any of this Warrant and the Warrant Shares, it is understood
that it may do so only in compliance with the Act and
appliance state securities laws. The Holder represents and
warrants that it is an "accredited investor" as defined in
Rule 501 (a) under the Act.
(ii) The Holder understands that (i) this Warrant and the
Warrant Shares have not been registered under the Act by
reason of their issuance in a transaction exempt from the
registration requirements of the Act, (ii) this Warrant and
the Warrant Shares must be held indefinitely unless a
subsequent disposition thereof is registered under the Act and
applicable state securities laws or is exempt from such
registrations (and evidence satisfactory to the Company is
provided by such Holder of the availability of such
exemptions, including the delivery to the Company of opinions
of counsel to such Holder, which opinions and counsel is
satisfactory to the Company), and (iii) this Warrant and the
Warrant Shares may bear a legend to such effect.
(n) AMENDMENTS. Neither the Warrant nor any term hereof may be changed,
waived, discharged or terminated without the prior written consent of the
Holder.
(o) NO IMPAIRMENT. The Company will not 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 rights of any
Holder.
(p) GOVERNING LAW. This Agreement shall be governed by and construed
under the laws of the State of Delaware.
(q) NOTICES. All notices and other communications required or permitted
hereunder shall be in writing and shall be mailed by first class mail, postage
prepaid, addressed (a) if to the Holder, to Xxxxx Xxxxx Xxxxxx & Company, LLC,
Xxx Xxxxxxxx Xxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, Attention:
Xxxxxxx X. Xxxxxx, or at such other address as the Holder shall have furnished
to the Company in writing, or (b) if to the Company, to XXX.xxx, Inc., 00000 XX
00xx Xxxxxx, Xxxxx Xxxxxxx, Xxxxxxx 00000, Attention: Xxxxxx X. May, Chief
Executive Officer, or at such other address as the Company shall have furnished
to the Holder in writing.
(The remainder of this page is intentionally left blank.)
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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its officer thereinto duly authorized.
XXX.XXX, INC.
By: /s/
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Xxxxxx X. May, Chief Executive Officer
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PURCHASE FORM
Dated: __________________
The undersigned hereby irrevocably elects to exercise its rights
pursuant to this Warrant to the exist of purchasing ______________ shares of
Common Stock of XXX.xxx, Inc., and hereby makes payment of $____________, in
cash, in payment of the exercise price thereof.
The undersigned hereby irrevocably elects to exercise its rights
pursuant to this Warrant to the extent of purchasing _______ shares of Common
Stock and hereby authorizes you to deliver such shares of Common Stock for sale
to ____________, and to retain from the proceeds of such sale $______________ in
cash, in payment of the exercise price thereof and to remit to the undersigned
the balance of such proceeds.
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INSTRUCTIONS FOR REGISTRATION OF STOCK
Name
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(Please typewrite or print in block letters)
Address
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Signature
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ASSIGNMENT FORM
FOR VALUE RECEIVED, ____________________________________________ hereby
sells, assigns and transfers unto
Name
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(Please typewrite or print in block letters)
Address
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the right to purchase Common Stock of XXX.xxx, Inc. (the "Company"), represented
by this Warrant to the extent of ________ shares as to which such right is
exercisable and does hereby irrevocably constitute and appoint as Attorney, to
transfer the same on the books of the Company with full power of substitution in
the premises.
Date
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Signature
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