NEITHER THIS WARRANT, NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
HEREOF, HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAW. SUCH SECURITIES MAY
NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER
THE SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME
EFFECTIVE WITH REGARD THERETO OR (II) IN THE OPINION OF COUNSEL REASONABLY
ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER THE SECURITIES ACT AND SUCH
APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH A PROPOSED
SALE OR TRANSFER.
COMMON STOCK
PURCHASE WARRANT
For the Purchase of Shares of
Common Stock of
DIMENSIONAL VISIONS INCORPORATED
(Par Value $0.001 Per Share)
(Incorporated under the Laws of the State of Delaware)
VOID AFTER 5:00 P.M. PST ON FEBRUARY 28, 2001
Date of Original Issuance: April 8, 1998
This is to certify that, for value received, __________________________
or assigns (the "Warrantholder"), is entitled, subject to the terms and
conditions hereinafter set forth, at any time and on or before 5:00 P.M.,
Pacific Standard Time, on February 28, 2001, but not thereafter, to purchase
_______ shares of common stock, par value $0.001 per share (the "Common Stock"),
of DIMENSIONAL VISIONS INCORPORATED (the "Company") for the Warrant Price (as
defined below), and to receive a certificate or certificates for the shares of
Common Stock so purchased.
1. TERMS AND EXERCISE OF WARRANTS.
(a) EXERCISE PERIOD. Subject to the terms of this Warrant, the
Warrantholder shall have the right, at any time during the period (the "Exercise
Period") commencing on the date hereof and ending at 5:00 P.M., Pacific Standard
Time, on February 28, 2001 (the "Termination Date"), or if such date is a day on
which banking institutions are authorized by law to close, then on the next
succeeding day which shall not be such a day, to purchase from the Company up to
the number of fully paid and nonassessable shares of Common Stock which the
Warrantholder may at the time be entitled to purchase pursuant to this Warrant.
Such shares of Common Stock and any other securities that the Company may be
required by the operation of SECTION 3 to issue upon the exercise hereof are
referred to hereinafter as the "Warrant Shares."
(b) METHOD OF EXERCISE. This Warrant shall be exercised by
surrender of this Warrant to the Company at its principal office in Phoenix,
Arizona, or at such other address as the Company may designate by notice in
writing to the Warrantholder at the address of the Warrantholder appearing on
the books of the Company or such other address as the Warrantholder may
designate in writing, together with the form of Election to Purchase included as
EXHIBIT "A" hereto, duly completed and signed, and upon payment to the Company
of the Warrant Price (as defined in SECTION 2) multiplied by the number of
Warrant Shares being purchased upon such exercise (the "Aggregate Warrant
Price"), together with all taxes applicable upon such exercise. Payment of the
Aggregate Warrant Price shall be made in cash or by certified check or cashier's
check, payable to the order of the Company.
(c) PARTIAL EXERCISE. This Warrant shall be exercisable, at
the election of the Warrantholder, either in full or from time to time in part,
during the Exercise Period.
(d) SHARE ISSUANCE UPON EXERCISE. Upon the exercise and
surrender of this Warrant certificate and payment of such Warrant Price, the
Company shall issue and cause to be delivered with all reasonable dispatch to
the Warrantholder, in such name or names as the Warrantholder may designate in
writing, a certificate or certificates for the number of full Warrant Shares so
purchased upon the exercise of the Warrant, together with cash, as provided in
SECTION 7 hereof, with respect to any fractional Warrant Shares otherwise
issuable upon such surrender and, if applicable, the Company shall issue and
deliver a new Warrant to the Warrantholder for the number of shares not so
exercised. Such certificate or certificates shall be deemed to have been issued
and any person so designated to be named therein shall be deemed to have become
a holder of such Warrant Shares as of the close of business on the date of the
surrender of the Warrant and payment of the Warrant Price, notwithstanding that
the certificates representing such Warrant Shares shall not actually have been
delivered or that the stock transfer books of the Company shall then be closed.
2. WARRANT PRICE.
The price per share at which Warrant Shares shall be purchasable on the
exercise of this Warrant shall be [$.93, as adjusted] per share until February
28, 2001, subject to adjustment pursuant to SECTION 3 hereof (originally and as
adjusted, the "Warrant Price").
3. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES.
The Company agrees to reserve and shall keep reserved for issuance the
number of shares of Common Stock issuable upon exercise of this Warrant. The
number and kind of securities purchasable upon the exercise of this Warrant and
the Warrant Price shall be subject to adjustment from time to time upon the
happening of certain events, as follows:
(a) In case the Company shall (1) pay a dividend or make a
distribution in shares of its Common Stock, (2) subdivide its outstanding Common
Stock into a greater number of shares, (3) combine its outstanding Common Stock
into a smaller number of shares, or (4) issue by reclassification of its Common
Stock any shares of capital stock of the Company (other than a change in par
value, or from par value to no par value, or from no par value to par value),
the Warrant Price and the number of shares of Common Stock or other securities
issuable upon exercise of this Warrant in effect immediately prior thereto shall
be adjusted so that the Warrantholder, by operation of SECTION 3(d) hereof,
shall be entitled to receive the number of shares which it would have owned or
have been entitled to receive immediately following the happening of any of the
events described above, had this Warrant been exercised immediately prior to the
record or effective date thereof.
2
An adjustment made pursuant to SECTIONS 3(a)(1)-(4) above shall become
effective immediately after the record date in the case of a dividend or
distribution (PROVIDED, HOWEVER, that such adjustments shall be reversed if such
dividends or distributions are not actually paid) and shall become effective
immediately after the effective date in the case of a subdivision, combination
or reclassification. If, as a result of an adjustment made pursuant to this
paragraph, the Warrantholder shall become entitled to receive shares of two or
more classes of capital stock of the Company, the Board of Directors (whose
determination shall be conclusive and shall be evidenced by a resolution) shall
determine the allocation of the adjusted Warrant Price between or among the
shares of such classes of capital stock.
(b) In case of any reclassification of the outstanding Common
Stock (other than a change in par value, or from par value to no par value, or
from no par value to par value, or as a result of a subdivision, combination or
stock dividend), or in case of any consolidation of the Company with, or merger
of the Company into, another corporation wherein the Company is not the
surviving entity, or in case of any sale of all, or substantially all, of the
property, assets, business and goodwill of the Company, the Company, or such
successor or purchasing corporation, as the case may be, shall provide, by a
written instrument delivered to the Warrantholder, that the Warrantholder shall
thereafter be entitled, upon exercise of this Warrant, to the kind and amount of
shares of stock or other equity securities, or other property or assets that
would have been receivable by such Warrantholder upon such reclassification,
consolidation, merger or sale, if this Warrant had been exercised immediately
prior thereto. Such corporation, which thereafter shall be deemed to be the
"Company" for purposes of this Warrant, shall provide in such written instrument
for adjustments to the Warrant Price that shall be as nearly equivalent as may
be practicable to the adjustments provided for in this SECTION 3.
(c) No adjustment in the number of securities purchasable
hereunder shall be required unless such adjustment would require an increase or
decrease of at least one percent (1%) in the number of securities (calculated to
the nearest full share or unit thereof) then purchasable upon the exercise of
this Warrant; provided, however, that any adjustment which by reason of this
SECTION 3(c) is not required to be made immediately shall be carried forward and
taken into account in any subsequent adjustment.
(d) Whenever the Warrant Price is adjusted as provided in this
SECTION 3, the number of shares of Common Stock or other securities issuable
upon exercise of this Warrant shall be adjusted simultaneously, by multiplying
the number of shares previously issuable by a fraction, of which the numerator
shall be the Warrant Price in effect immediately prior to such adjustment, and
of which the denominator shall be the Warrant Price as so adjusted.
(e) For the purpose of this SECTION 3, the term "Common Stock"
shall mean (i) the class of stock designated as Common Stock of the Company at
April 8, 1998, or (ii) any other class of stock resulting from successive
changes or reclassifications of such Common Stock consisting solely of changes
in par value, or from par value to no par value, or from no par value to par
value. In the event that at any time, as a result of an adjustment made pursuant
to this SECTION 3, the Warrantholder shall become entitled to purchase any
shares of the Company's capital stock other than Common Stock, thereafter the
number of such other shares so purchasable upon the exercise of this Warrant and
the Warrant Price of such shares 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 shares contained in this SECTION 3.
(f) Whenever the number of shares of Common Stock and/or other
securities purchasable upon the exercise of this Warrant or the Warrant Price is
adjusted as herein provided, the
3
Company shall cause to be promptly mailed to the Warrantholder by first class
mail, postage prepaid, notice of such adjustment and a certificate of the
Company's chief financial officer setting forth the number of shares of Common
Stock and/or other securities purchasable upon the exercise of this Warrant, the
Warrant Price after such adjustment, a brief statement of the facts requiring
such adjustment, and the computation by which such adjustment was made.
(g) Irrespective of any adjustments in the Warrant Price or
the number or kind of securities purchasable upon the exercise of this Warrant,
the Warrant certificate or certificates theretofore or thereafter issued may
continue to express the same price or number or kind of securities stated in
this Warrant initially issuable hereunder.
4. REGISTRATION RIGHTS.
The Company covenants and agrees as follows:
(a) For purposes of this SECTION 4:
(i) The terms "register," "registered" and
"registration" refer to a registration effected by preparing and filing
a registration statement or similar document in compliance with the
Securities Act, and the declaration or ordering of effectiveness of
such registration statement or document;
(ii) The term "Registrable Securities" means (A) the
shares of Common Stock and the Warrant Shares and (B) any shares of
Common Stock or other securities of the Company issuable with respect
to the units (the "Units") offered by the Company pursuant to the
Private Placement Memorandum dated February 17, 1998, as amended to
date (the "Private Placement Memorandum"), as a result of a stock split
or dividend or any sale, transfer, assignment, or other transaction by
the Company or a Holder (as defined below) involving the Units and any
securities into which the Units may thereafter be changed as a result
of merger, consolidation, recapitalization, or otherwise. As to any
particular Registrable Securities, such securities will cease to be
Registrable Securities when they have been distributed to the public
pursuant to an offering registered under the Securities Act or sold to
the public through a broker, dealer, or market-maker in compliance with
Rule 144 under the Securities Act; and
(iii) The term "Holder" means any person owning or
having the right to acquire Registrable Securities.
(b) Commencing promptly following the final Closing Date (as
defined in the Private Placement Memorandum), the Company shall prepare and file
a registration statement covering all of the Registrable Securities as further
provided in SECTION 4(c).
(c) To effect the registration of any Registrable Securities,
the Company shall, as expeditiously as reasonably possible, use its best efforts
to:
4
(i) Prepare and file with the Securities and Exchange
commission (the "SEC") a registration statement with respect to such
Registrable Securities, cause such registration statement to become
effective, and keep such registration statement effective until the
expiration of the Warrants.
(ii) Prepare and file with the SEC such amendments
and supplements to such registration statement and the prospectus used
in connection with such registration statement as may be necessary to
comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such registration statement.
(iii) Furnish to the Holders such numbers of copies
of a prospectus, including a preliminary prospectus, in conformity with
the requirements of the Securities Act, and such other documents as
they may reasonably request in order to facilitate the disposition of
Registrable Securities owned by them.
(iv) Register and qualify the securities covered by
such registration statement under such other securities or blue sky
laws of the jurisdictions in which the purchasers reside at the time of
the issuance of the Units; provided that in no event shall (A) the
Company be required to qualify to do business in any state or to take
any action which would subject it to general or unlimited service of
process in any state where it is not now so subject, (B) any
stockholder be required to escrow their shares of capital stock of the
Company, or (C) the Company or any stockholder be required to comply
with any other requirement which they deem unduly burdensome.
(v) In the event of any underwritten public offering,
enter into and perform its obligations under an underwriting agreement
with terms generally satisfactory to the managing underwriter of such
offering. Each Holder participating in such underwriting shall also
enter into and perform its obligations under such an agreement.
(d) It shall be a condition precedent to the obligations of
the Company to take any action pursuant to this SECTION 4 that the selling
Holders shall furnish to the Company such information regarding themselves, the
Registrable Securities held by them, and the intended method of disposition of
such securities as shall be required to effect the registration of their
Registrable Securities.
(e) All expenses incurred in connection with the registration
pursuant to SECTION 4(b) (other than underwriter's commissions and fees or any
fees of others employed by a selling Holder, including attorneys' fees),
including without limitation all registration, filing and qualification fees,
printers' and accounting fees, and fees and disbursements of counsel for the
Company, shall be borne by the Company.
(f) With respect to the registration of the Registrable
Securities under this SECTION 4:
(i) To the extent permitted by law, the Company will
indemnify and hold harmless each Holder, the officers and directors of
each Holder, any underwriter (as defined in the Securities Act) for
such Holder and each person, if any, who controls such Holder or
underwriter within the meaning of the Securities Act or the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), against any
losses, claims, damages, or liabilities (joint or several) to which
they may become subject under the Securities Act, the Exchange Act or
any state securities law or regulation, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereof) arise
5
out of or are based upon any of the following statements, omissions or
violations (collectively a "Violation"): (i) any untrue statement or
alleged untrue statement of a material fact contained in such
registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto,
(ii) the omission or alleged omission to state therein a material fact
required to be stated therein, or necessary to make the statements
therein not misleading, or (iii) any violation or alleged violation by
the Company of the Securities Act, the Exchange Act, any state
securities law or any rule or regulation promulgated under the
Securities Act, the Exchange Act or any state securities law; and the
Company will reimburse each such Holder, officer or director,
underwriter or controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability, or action; provided,
however, that the indemnity agreement contained in this SECTION 4(f)(i)
shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability, or action if such settlement is effected without the
consent of the Company (which consent shall not be unreasonably
withheld), nor shall the Company be liable in any such case for any
such loss, claim, damage, liability, or action to the extent that it
arises out of or is based upon a Violation which occurs in reliance
upon and in conformity with written information furnished expressly for
use in connection with such registration by any such Holder,
underwriter or controlling person.
(ii) To the extent permitted by law, each selling
Holder will indemnify and hold harmless the Company, each of its
directors and officers, any underwriter (as defined in the Securities
Act) for the Company, each person, if any, who controls the Company or
any such underwriter within the meaning of the Securities Act or the
Exchange Act, and any other Holder selling securities in such
registration statement or any of its directors or officers or any
person who controls such Holder, against any losses, claims, damages,
or liabilities (or actions in respect thereto) which arise out of or
are based upon any Violation, in each case to the extent (and only to
the extent) that such Violation occurs in reliance upon and in
conformity with written information furnished by such Holder expressly
for use in connection with such registration; and each such Holder will
reimburse any legal or other expenses reasonably incurred by the
Company or any such director, officer, any person who controls the
Company, any underwriter or controlling person of any such underwriter,
any other such Holder, officer, director, or controlling person in
connection with investigating or defending any such loss, claim,
damage, liability, or action; provided, however, that the indemnity
agreement contained in this SECTION 4(f)(ii) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of the Holder (which
consent shall not be unreasonably withheld), and provided further that
the obligations of each selling Holder hereunder shall be limited to an
amount equal to the proceeds of each such selling Holder of the shares
sold by such selling Holder pursuant to such registration.
(iii) Promptly after receipt by an indemnified party
under this Section 5(f) of notice of the commencement of any action
(including any governmental action), such indemnified party will, if a
claim in respect thereof is to be made against any indemnifying party
under this Section 4(f), notify the indemnifying party in writing of
the commencement thereof and the indemnifying party shall have the
right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed,
to assume the defense thereof with counsel mutually satisfactory to the
parties; provided, however, that an indemnified party shall have the
right to retain its own counsel, with the fees and expenses to be paid
by the indemnifying party, if representation of such indemnified party
by the counsel retained by the indemnifying party would be
inappropriate due to actual or potential differing interests between
such indemnified party
6
and any other party represented by such counsel in such proceeding. The
failure to notify an indemnifying party within a reasonable time of the
commencement of any such action shall not relieve such indemnifying
party of any liability that it may have to any indemnified party
otherwise than under this SECTION 4(f).
(g) With a view to making available to the Holders the
benefits of Rule 144 promulgated under the Securities Act and any other rule or
regulation of the SEC that may at any time permit a Holder to sell securities of
the Company to the public without registration or pursuant to a registration
form which permits inclusion or incorporation of substantial information by
reference to other documents filed by the Company with the SEC, the Company
agrees that, if and for so long as it is subject to the reporting requirements
of Section 13 of the Exchange Act, it will:
(i) File with the SEC in a timely manner all reports
and other documents required of the Company under the Securities Act
and the Exchange Act; and
(ii) Furnish to any Holder, so long as the Holder
owns any Registrable Securities, forthwith upon reasonable request (i)
a written statement by the Company that it has complied with the
reporting requirements of the Exchange Act, (ii) a copy of the most
recent annual or quarterly report of the Company and such other reports
and documents so filed by the Company, and (iii) such other information
as may be reasonably requested in availing any Holder of any rule or
regulation of the SEC permitting the selling of any such securities
without registration or pursuant to such rule.
(h) The rights to cause the Company to register securities
granted to a Holder by the Company under this SECTION 4 may be transferred or
assigned by a Holder only to a transferee or assignee of not less than 5,000
shares of Registrable Securities (as presently constituted and subject to
subsequent adjustments for stock splits, stock dividends, reverse stock splits,
and the like), provided that the Company is given written notice at the time of
or within a reasonable time after said transfer or assignment and identifying
the securities with respect to which such registration rights are being
transferred or assigned, and provided further that the transferee or assignee of
such rights assumes the obligations of such Holder under this SECTION 4 and
acknowledges the possible restriction of such rights as set forth under SECTION
4(c)(iv).
5. TRANSFER OF WARRANT.
Subject to the transfer conditions referred to in the legend endorsed
hereon, this Warrant and all rights hereunder are transferable, in whole or in
part, without charge to the Warrantholder, upon surrender of this Warrant with a
properly executed Assignment (in the form of EXHIBIT "B" hereto) at the
principal office of the Company in Phoenix, Arizona.
6. NO RIGHTS AS SHAREHOLDER; NOTICES TO WARRANTHOLDER.
Nothing contained in this Warrant shall be construed as conferring upon
the Warrantholder or its transferee any rights as a shareholder of the Company,
either at law or in equity, including the right to vote, receive dividends,
consent or receive notices as a shareholder with respect to any meeting of
shareholders for the election of directors of the Company or for any other
matter.
7
7. FRACTIONAL INTERESTS.
The Company shall not be required to issue fractional shares of Common
Stock on the exercise of a Warrant. If any fraction of a share of Common Stock
would, except for the provisions of this SECTION 7, be issuable on the exercise
of a Warrant (or specified portion thereof), the Company shall in lieu thereof
pay an amount in cash equal to the then Current Market Price multiplied by such
fraction. For purposes of this Agreement, the term "Current Market Price" shall
mean (i) if the Common Stock is traded in the over-the-counter market and not in
the NASDAQ National Market System nor on any national securities exchange, the
average of the per share closing bid prices of the Common Stock on the 30
consecutive trading days immediately preceding the date in question, as reported
by NASDAQ or an equivalent generally accepted reporting service, or (ii) if the
Common Stock is traded in the NASDAQ National Market System or on a national
securities exchange, the average for the 30 consecutive trading days immediately
preceding the date in question of the daily per share closing prices of the
Common Stock in the NASDAQ National Market System or on the principal stock
exchange on which it is listed, as the case may be. For purposes of clause (i)
above, if trading in the Common Stock is not reported by NASDAQ, the bid price
referred to in said clause shall be the lowest bid price as reported on the OTC
Bulletin Board, or if not available, in the "pink sheets" published by National
Quotation Bureau, Incorporated. The closing price referred to in clause (ii)
above shall be the last reported sale price or, in the case no such reported
sale takes place on such day, the average of the reported closing bid and asked
prices, in either case in the NASDAQ National Market System or on the national
securities exchange on which the Common Stock is then listed.
8. NOTICES.
Any notice given pursuant to this Warrant by the Company or by the
Warrantholder shall be in writing and shall be deemed to have been duly given
upon (a) transmitter's confirmation of the receipt of a facsimile transmission,
(b) confirmed delivery by a standard overnight carrier, or (c) the expiration of
three business days after the day when mailed by United States Postal Service by
certified or registered mail, return receipt requested, postage prepaid at the
following addresses:
If to the Company:
Dimensional Visions Incorporated
0000 Xxxx Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
If to the Warrantholder, then to the address of the Warrantholder in
the Company's books and records.
Each party hereto may, from time to time, change the address to which
notices to it are to be transmitted, delivered or mailed hereunder by notice in
accordance herewith to the other party.
9. GENERAL PROVISIONS.
(a) SUCCESSORS. All covenants and provisions of this Warrant
shall bind and inure to the benefit of the respective executors, administrators,
successors and assigns of the parties hereto.
8
(b) CHOICE OF LAW. This Warrant and the rights of the parties
hereunder shall be governed by and construed in accordance with the laws of the
State of Arizona, including all matters of construction, validity, performance,
and enforcement, and without giving effect to the principles of conflict of
laws.
(c) ENTIRE AGREEMENT. Except as provided herein, this Warrant,
including exhibits, contains the entire agreement of the parties, and supersedes
all existing negotiations, representations or agreements and all other oral,
written, or other communications between them concerning the subject matter of
this Warrant.
(d) SEVERABILITY. If any provision of this Warrant is
unenforceable, invalid, or violates applicable law, such provision shall be
deemed stricken and shall not affect the enforceability of any other provisions
of this Warrant.
(e) CAPTIONS. The captions in this Warrant are inserted only
as a matter of convenience and for reference and shall not be deemed to define,
limit, enlarge, or describe the scope of this Warrant or the relationship of the
parties, and shall not affect this Warrant or the construction of any provisions
herein.
9
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed as of the date first above written.
DIMENSIONAL VISIONS INCORPORATED, a
Delaware corporation
By: _______________________________
Its:_______________________________
10
EXHIBIT A
DIMENSIONAL VISIONS INCORPORATED
ELECTION TO PURCHASE
Dimensional Visions Incorporated
0000 Xxxx Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
The undersigned hereby irrevocably elects to exercise the
right of purchase set forth in the attached Warrant to purchase thereunder
__________ shares of the Common Stock (the "Shares") provided for therein and
requests that the Shares be issued in the name of
Name: ____________________________________
Address: ____________________________________
____________________________________
Social Security Number or Employer Identification Number: __________________
Dated: _________________________
Name of Warrantholder or Assignee:____________________________________________
(Please Print)
Signature: _________________________________________________________
(Signature must conform in all respects to name of
holder as specified on the face of the Warrant.)
Method of payment: __________________________________________
(Please Print)
________________________________________________________________
Medallion Signature Guarantee (required if an assignment
of Shares acquired on exercise, or an assignment of Warrants
remaining after exercise, is made upon exercise.)
EXHIBIT B
ASSIGNMENT
FOR VALUE RECEIVED, _____________________________________
hereby sells, assigns and transfers all of the rights of the undersigned under
the attached Warrant with respect to the number of shares of Common Stock
covered thereby set forth below, unto:
Name of Assignee Address No. of Shares
---------------- ------- -------------
and does hereby irrevocably constitute and appoint ______________________,
Attorney, to transfer the attached Warrant on the books of the Company, with
full power of substitution.
Dated: ____________ Signature:__________________________________________
(Signature must conform in all respects to
name of holder as specified on the face of
the Warrant.)
__________________________________________
(SSN or EIN of Warrantholder)
________________________________________________________________
Medallion Signature Guarantee (required if an assignment
of Shares acquired on exercise, or an assignment of Warrants
remaining after exercise, is made upon exercise.)
