Exhibit 1.2
WA- Warrant to Purchase
Shares of
Common Stock
X.XXXX, INC.
Series A Common Stock Purchase Warrant
--------------------------------------
Dated: , 1999
THIS CERTIFIES THAT and its registered assigns
(herein sometimes called the "Holder") is entitled to purchase from X.Xxxx,
Inc., a Delaware corporation (hereinafter called the "Company"), at the price
and during the period as hereinafter specified, up to shares of
the Company's Common Stock, par value $.001 per share ("Common Stock"), at an
exercise price (the "Exercise Price") of and /100 dollars
($ . ) per share, subject to adjustment as hereinafter provided.
1. This warrant (this "Warrant"), together with warrants of like tenor,
constituting in the aggregate warrants (the "Warrants") to purchase an aggregate
of one hundred fifty thousand (150,000) shares of Common Stock, was originally
issued pursuant to an underwriting agreement (the "Underwriting Agreement")
between the Company and HD Xxxxx & Co., Inc. ("Xxxxx" or the "Underwriter") in
connection with a public offering of one million five hundred thousand
(1,500,000) shares of Common Stock, at an aggregate price of $10 for the
Warrants. The Holder shall have registration rights under the Securities Act of
1933, as amended (the "Securities Act"), for this Warrant and the shares of
Common Stock issuable upon exercise of this Warrant, as more fully described in
Paragraph 7 of this Warrant.
2. (a) During the four-year period commencing one year from the
Effective Date until 5:30 P.M., New York City time, on , 2004,
inclusive (the "Term"), the Holder shall have the warrant to purchase the Units
pursuant to this Warrant at a price of and /100 dollars ($ . ) per share of
Common Stock (the "Initial Exercise Price"), representing one hundred twenty
percent (120%) of the initial public offering price of the Common Stock offered
pursuant to the Registration Statement.
(b) As used in this Warrant, the term "Registration
Statement" shall mean the Company's registration statement on Form SB-2, File
No. 333- which was declared effective by the Securities and Exchange
Commission(the "Commission") on , 1999 (the "Effective Date").
3. This Warrant may be exercised at any time during the Term, in whole
or in part, by the surrender of this Warrant (with the purchase form at the end
of this Warrant properly executed) at the principal executive office of the
Company (or such other office or agency of the Company as it may designate by
notice in writing to the Holder at the address of the Holder appearing on the
books of the Company) accompanied by payment to the Company of the Warrant
Exercise Price, as hereinafter defined, for the number of shares of Common Stock
specified in the above-mentioned purchase form together with applicable stock
transfer taxes, if any, and delivery to the Company of a duly executed agreement
(an "Assumption Agreement"), which may be incorporated in the purchase form,
signed by the person(s) designated in the purchase form as the person in whose
name the underlying securities are to be issued (the "Purchaser") to the effect
that such person(s) agree(s) to be bound by the provisions of Paragraphs 8(b),
(c) and (d) of this Warrant. This Warrant shall be deemed to have been
exercised, in whole or in part to the extent specified in said purchase form,
immediately prior to the close of business on the date this Warrant is
surrendered and payment is made in accordance with the foregoing provisions of
this Paragraph 3, and the person or persons in whose name or names the
certificates for shares of Common Stock shall be issuable upon such exercise
shall become the holder or holders of record of such Common Stock at that time
and date. The Common Stock and the certificates for the Common Stock so
purchased shall be delivered to the Holder or other Purchaser within a
reasonable time, not exceeding ten (10) days, after this Warrant shall have been
so exercised; provided, that the Company shall not be required to deliver
certificates for the securities unless the Purchaser shall have delivered the
Assumption Agreement to the Company. If the Warrant is exercised subsequent to
expiration or redemption of the Warrants (including any extensions thereof), the
Holder of this Warrant shall exercise this Warrant contemporaneously with the
exercise of the Warrant.
4. Neither this Warrant nor the Common Stock issuable upon exercise of
this Warrant shall be transferred, sold, assigned, or hypothecated during the
one-year period commencing on
-2-
the Effective Date, except that such securities may be transferred during such
period to successors of the Holder, and may be assigned in whole or in part to
any person who is an officer of the Underwriter, a member of the underwriting or
selling group or any officer or partner of a member of the underwriting or
selling group. Any person who is a permitted transferee may transfer the Warrant
by will or trust or pursuant to the laws of descent and distribution. Any such
assignment during such period shall be effected by the Holder executing the form
of assignment at the end of this Warrant and surrendering this Warrant for
cancellation at the office of the Company or other office or agency as provided
in Paragraph 3 of this Agreement accompanied by a certificate (signed by an
officer of the Holder if the Holder is a corporation), stating that each
transferee is a permitted transferee under this Paragraph 4; whereupon the
Company shall issue, in the name or names specified by the Holder (including the
Holder) a new Warrant or Warrants of like tenor and representing in the
aggregate rights to purchase the same number of shares of Common Stock as are
purchasable hereunder. Commencing one year from the Effective Date, this Warrant
and the shares of Common Stock issuable upon exercise of this Warrant may be
transferred without restriction as long as such transfer is in compliance with
applicable Federal and state securities laws.
5. The Company covenants and agrees that all shares of Common Stock
which may be issued upon exercise of the Warrants have been, and will be, duly
authorized and, will, upon issuance, be duly and validly issued, fully paid and
non-assessable and no personal liability will attach to the holder thereof. The
Company further covenants and agrees that during the period within which this
Warrant may be exercised, the Company will at all times have authorized and
reserved a sufficient number of shares of its Common Stock to provide for the
exercise of this Warrant.
6. This Warrant shall not entitle the Holder to any voting rights or
other rights as a stockholder of the Company.
7. (a) The Company shall advise the Holder, whether the Holder holds
this Warrant or has exercised this Warrant and holds shares of Common Stock, by
written notice (certified or registered mail) at least twenty (20) days prior to
the filing of any post-effective amendment to the Registration Statement or of
any new registration statement or post-effective amendment thereto
-3-
under the Securities Act covering any securities of the Company (other than a
registration statement on Form S-8, S-4 or subsequent similar forms), and will
during the term of the Warrant and for a period of two years thereafter, upon
the request of the Holder, at the Company's cost and expense, include in any
such post-effective amendment (if permitted by law) or registration statement,
such information as may be required to permit a public offering of all or any of
the Warrants and/or the shares of Common Stock issuable upon exercise of the
Warrants, which shares of Common Stock are referred to as the "Warrant Shares."
In connection with any such registration statement, the Company shall supply
prospectuses, use its best efforts to qualify any of the described securities
for sale in such states as such Holder reasonably designates and furnish
indemnification in the manner provided in Paragraph 8 of this Warrant. The
Holder(s) participating in any such registration shall furnish information and
indemnification as set forth in said Paragraph 8.
(b) In connection with any underwritten public offering
relating solely to an offering of the Company's securities by the Company, the
Holder will agree to defer any sale of such securities for up to ninety (90)
days from the effective date of the applicable registration statement, unless
the applicable registration statement is filed pursuant to Paragraph 7(c) of
this Warrant, provided that the underwriter or managing underwriter has
requested such deferral on the grounds that the offering by the Company would be
materially adversely affected by the earlier sale of such securities and the
Company agrees to keep the registration statement current for twelve (12) months
after the effective date of the registration statement or such longer period as
such registration statement is otherwise being kept effective. This Paragraph
7(b) shall not be applicable with respect to any registration statement filed
pursuant to Paragraph 7(c) of this Warrant.
(c) If any majority holder (as defined below) shall give
notice to the Company at any time to the effect that such holder desires to
register under the Securities Act the Warrants or Warrant Shares under such
circumstances that a public distribution (within the meaning of the Securities
Act) of any such securities will be involved then the Company will promptly, but
no later than thirty (30) business days after date such notice is given (the
"Notice Date"), time being of the essence, file a post-effective amendment to
the Registration Statement or a new registration statement pursuant to the
Securities Act, to the end that the Warrants and/or any Warrant Shares, as the
Holder shall determine, may be publicly sold under the Securities Act as
promptly as practicable thereafter, and the Company will use its best efforts to
cause such registration to
-4-
become effective; provided, that such holder shall furnish the Company with
appropriate written information as to the Holder and the proposed plan of
distribution and indemnification as set forth in Paragraph 8. The majority
holder may, at its election, request the filing of a post-effective amendment to
the Registration Statement or a new registration statement under the Securities
Act on two occasions during the term of the Warrant. Within ten (10) business
days after receiving any such notice pursuant to this Paragraph 7(c), the
Company shall give notice to the other Holders of the Warrants, advising that
the Company is proceeding with such post-effective amendment or registration
statement and offering to include therein the Warrants and/or the Warrant Shares
of the other Holders, provided that they shall furnish the Company with such
appropriate information (relating to the intentions of such holders) in
connection therewith as the Company shall request in writing. The costs and
expense of the first such post-effective amendment or new registration statement
(including reasonable fees and expenses of one firm of legal counsel on behalf
of all Holders of Warrants or Warrant Shares being included in such registration
statement, such counsel to be designated by th Underwriter) shall be borne by
the Company, except that each Holder shall pay any underwriting discounts or
commissions applicable to any of the securities sold by him. The costs and
expenses of the second such registration statement shall be borne by the
Holders. The Company will maintain and keep such registration statement current
under the Securities Act for a period of at least twelve (12) months from the
effective date of such registration statement. The Company shall supply
prospectuses, use its best efforts to qualify any of the described securities
for sale in such states as such holder reasonably designates and furnish
indemnification in the manner provided in Paragraph 8 of this Agreement. If the
Company is eligible to register the Warrants and Warrant Shares on a Form S-3 or
subsequent similar form, the Company shall use a Form S-3 in registering the
Warrants and Warrant Shares.
(d) If, on the date of receipt by the Company of notice from
any majority holder requesting registration of Warrants and/or Warrant Shares
pursuant to Paragraph 7(c) of this Warrant, the Company has previously notified
the Holder pursuant to Paragraph 7(a) of this Warrant that the Company intends
to file a post-effective amendment to the Registration Statement or a new
registration statement under the Securities Act covering any securities of the
Company and offering to include the Warrants and the Warrant Shares of the
Holder in such Registration Statement or provides notice to the Holder pursuant
to Paragraph 7(a) of this Warrant within seven (7) days after receipt of such
notice from any majority holder, the Holder
-5-
agrees that the demand registration request shall be withdrawn and that if he so
elects, he may participate in the Registration Statement filed by the Company
pursuant to Paragraph 7(a) of this Warrant; provided that (x) the Registration
Statement or post-effective amendment to the Registration Statement covering the
Holder's Warrants and Warrant Shares is filed within sixty (60) days and
declared effective within one hundred fifty (150) days after the earlier of the
date of such notice to the Company from the majority holder pursuant to
Paragraph 7(c) or the date of such notice to the Holder from the Company
pursuant to Paragraph 7(a); and (y) the majority holder will not be deemed to
have exercised any demand registration right pursuant to Paragraph 7(c) of this
Warrant.
(e) The term "majority holder" as used in this Paragraph 7
shall mean the holder of at least a majority of the Common Stock (including the
Common Stock issued or issuable upon exercise of the Warrants) for which the
Warrants (considered in the aggregate) are exercisable and shall include any
owner or combination of owners of such securities, which ownership shall be
calculated by determining the number of shares of Common Stock held by such
owner or owners resulting from the exercise of any Warrant after giving effect
to any stock dividend, split, reverse split or other recapitalization.
(f) In connection with any registration described in Paragraph
7(a) of this Warrant, the Holder may request inclusion of the Warrant in such
registration statement; provided, however, that the Company shall not be
required to maintain any public market in the Warrants.
8. (a) Whenever, pursuant to Paragraph 7 of this Warrant, a
registration statement relating to this Warrant or any Warrant Shares is filed
under the Securities Act or is amended or supplemented, the Company will
indemnify and hold harmless each holder of the securities covered by such
registration statement, amendment or supplement (such holder being hereinafter
called the "Distributing Holder"), and each person, if any, who controls (within
the meaning of the Securities Act) the Distributing Holder, and each underwriter
(within the meaning of the Securities Act) of such securities and each person,
if any, who controls (within the meaning of the Securities Act) any such
underwriter, against any losses, claims, damages or liabilities, joint or
several, to which the Distributing Holder, any such controlling person or any
such underwriter may become subject, under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or action in respect
thereof) arise out of or are based upon any untrue statement or
-6-
alleged untrue statement of any material fact contained in any such registration
statement or any preliminary prospectus or final prospectus constituting a part
thereof or any amendment or supplement thereto, or arise out of or are based
upon the omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading; and will reimburse the Distributing Holder
and each such controlling person and underwriter for any legal or other expenses
reasonably incurred by the Distributing Holder or such controlling person or
underwriter in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the Company will not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in said registration statement,
said preliminary prospectus, said final prospectus or said amendment or
supplement in reliance upon and in conformity with written information furnished
by such Distributing Holder or for any other Distributing Holder, expressly for
use in the preparation thereof.
(b) The Distributing Holder will indemnify and hold harmless
the Company, each of its directors, each of its officers who have signed said
registration statement and such amendments and supplements thereto, each person,
if any, who controls the Company (within the meaning of the Securities Act) and
each underwriter participating in such offering (within the meaning of the
Securities Act) and each person, if any, who controls (within the meaning of the
Securities Act) any such underwriter, against any losses, claims, damages or
liabilities to which the Company or any such director, officer, controlling
person or underwriter may become subject, under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities arise out of or are based
upon any untrue or alleged untrue statement of any material fact contained in
said registration statement, said preliminary prospectus, said final prospectus,
or said amendment or supplement, or arise out of or are based upon the omission
or the alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each case
to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in said registration
statement, said preliminary prospectus, said final prospectus or said amendment
or supplement in reliance upon and in conformity with written information
furnished by such Distributing Holder expressly for use in the preparation
thereof; and will reimburse the Company or any such director, officer or
controlling person for any legal or other expenses reasonably
-7-
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action.
(c) Promptly after receipt by an indemnified party under this
Paragraph 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against any indemnifying
party, give the indemnifying party notice of the commencement thereof.
(d) In case any such action is brought against any indemnified
party, and it notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate in, and, to the extent that
it may wish, join with any other indemnifying party similarly notified to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified
party, and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party will
not be liable to such indemnified party under this Paragraph 8 for any legal or
other expenses subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable costs of investigation; provided,
that if the defendants in any such action include both the indemnified party and
the indemnifying party and either (i) the indemnifying party or parties agree,
or (ii) in the opinion of counsel for the indemnified parties, representation of
both the indemnifying party or parties and the indemnified party or parties by
the same counsel is inappropriate under applicable standards of professional
conduct because of actual or potential conflicting interests between them, then
the indemnified party or parties shall have the right to select separate counsel
to assume such legal defense and to otherwise participate in the defense of such
action, the fees and expenses of such counsel to be paid by the indemnifying
party. The indemnifying party will not be liable to such indemnified party under
this Paragraph 8 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed counsel in connection with the assumption
of legal defenses in accordance with the proviso to the immediately preceding
sentence (it being understood, however, that the indemnifying party shall not be
liable for the expenses of more than one separate counsel approved by the
Underwriter, if the Underwriter is an indemnified party, otherwise by all of the
indemnified parties), (ii) the indemnifying party shall not have employed
counsel to represent the indemnified party within a reasonable time after notice
of commencement of the action, or (iii) the indemnifying party has authorized
the employment of counsel for the indemnified party at the expense of the
indemnifying party. In no event shall an indemnifying
-8-
party be liable under this Paragraph 8 for any settlement, effected without its
written consent, which consent shall not be unreasonably withheld, of any claim
or action against an indemnified party.
9. The number and kind of securities purchasable upon the exercise of
the Warrant shall be subject to adjustment from time to time upon the happening
of certain events as hereinafter provided.
(a) In case the Company shall pay a dividend or make a
distribution or a split with respect to its shares of Common Stock in shares of
Common Stock, subdivide or reclassify its outstanding Common Stock into a
greater number of shares, or combine or reclassify its outstanding Common Stock
into a smaller number of shares or otherwise effect a reverse split, the number
of shares of Common Stock issuable upon exercise of this Warrant shall, as of
the time of the record date for such dividend or distribution or of the
effective date of such subdivision, combination or reclassification, be
proportionately adjusted so that the Holder of any Warrant exercised after such
date shall be entitled to receive the aggregate number and kind of shares which,
if such Warrant had been exercised immediately prior to such time, he would have
owned upon such exercise and such shares as he would have been entitled to
receive upon such dividend, subdivision, combination or reclassification. Such
adjustment shall be made successively whenever any event listed in this
Paragraph 9(a) shall occur.
(b) In case the Company shall, at any time or from time to
time after the initial issuance of the Warrants (the "Initial Issuance Date"),
issue rights or warrants to all holders of its Common Stock entitling them to
subscribe for or purchase shares of Common Stock (or securities convertible into
Common Stock) at a price (or having a conversion price per share) less than the
current market price of the Common Stock (as defined in Paragraph 9(e) of this
Warrant) on the record date mentioned below, the Exercise Price shall be
adjusted so that the same shall equal the price determined by multiplying the
Exercise Price in effect immediately prior to the date of such issuance by a
fraction, of which the numerator shall be the number of shares of Common Stock
outstanding on the record date mentioned below plus the number of additional
shares of Common Stock which the aggregate offering price of the total number of
shares of Common Stock so offered (or the aggregate conversion price of the
convertible securities so offered) would purchase at such current market price
per share of the Common Stock, and of which the denominator shall be the number
of shares of Common Stock outstanding on such record date
-9-
plus the number of additional shares of Common Stock offered for subscription or
purchase (or into which the convertible securities so offered are convertible).
Such adjustment shall be made successively whenever such rights or warrants are
issued and shall become effective immediately after the record date for the
determination of stockholders entitled to receive such rights or warrants; and
to the extent that shares of Common Stock are not delivered (or securities
convertible into Common Stock are not delivered) after the expiration of such
rights or warrants, the Exercise Price shall be readjusted to the Exercise Price
which would then be in effect had the adjustments made upon the issuance of such
rights or warrants been made upon the basis of delivery of only the number of
shares of Common Stock (or securities convertible into Common Stock) actually
delivered.
(c) In case the Company shall, at any time or from time to
time after the Initial Issuance Date, distribute to all holders of Common Stock
evidences of its indebtedness or assets (excluding cash dividends or
distributions paid out of current earnings and dividends or distributions
referred to in Paragraph 9(a) of this Warrant) or subscription rights or
warrants (excluding those referred to in Paragraph 9(b) of this Warrant), then
in each such case the Exercise Price in effect thereafter shall be determined by
multiplying the Exercise Price in effect immediately prior thereto by a
fraction, of which the numerator shall be the total number of shares of Common
Stock outstanding multiplied by the current market price per share of Common
Stock (as defined in Paragraph 9(e) of this Warrant), less the fair market value
(as determined by the Company's Board of Directors) of said assets or evidences
of indebtedness so distributed or of such rights or warrants, and of which the
denominator shall be the total number of shares or Common Stock outstanding
multiplied by such current market price per share of Common Stock. Such
adjustment shall be made whenever any such distribution is made and shall become
effective immediately after the record date for the determination of
stockholders entitled to receive such distribution.
(d) Whenever the Exercise Price payable upon exercise of each
Warrant is adjusted pursuant to Paragraphs 9(a), (b) or (c) of this Warrant, the
number of shares of Common Stock purchasable upon exercise of each Warrant shall
simultaneously be adjusted by multiplying the number of shares issuable upon
exercise of each Warrant in effect on the date thereof by the Exercise Price in
effect on the date thereof and dividing the product so obtained by the Exercise
Price, as adjusted.
-10-
(e) For the purpose of any computation pursuant to Paragraphs
9(b) and (c) of this Warrant, the current market price per share of Common Stock
at any date shall be deemed to be the average of the daily closing prices for
fifteen (15) consecutive trading days commencing five (5) trading days before
such date. The closing price for each day shall be the reported last sale price
or, in case no such reported sale takes place on such day, the average of the
last reported high bid and low asked prices regular way, in either case on the
principal national securities exchange on which the Common Stock is admitted to
trading or listed, if the Common Stock is admitted to trading or listing on the
New York or American Stock Exchange or on The Nasdaq Stock Market if included in
such system or if not listed or admitted to trading on such exchange or system,
the average of the highest bid and lowest asked prices as reported by Nasdaq, or
the National Quotation Bureau, Inc. or another similar organization if Nasdaq is
no longer reporting such information, or if not so available, the fair market
price as determined by the Board of Directors of the Company.
(f) No adjustment in the Warrant Exercise Price shall be
required unless such adjustment would require an increase or decrease of at
least five cents ($.05) in such price; provided, however, that any adjustments
which by reason of this Paragraph 9(b) are not required to be made shall be
carried forward and taken into account in any subsequent adjustment. All
calculations under this Paragraph 9 shall be made to the nearest cent or to the
nearest one-hundredth of a share of Common Stock as the case may be. Anything in
this Paragraph 9 to the contrary notwithstanding, the Company shall be entitled,
but shall not be required, to make such changes in the Warrant Exercise Price,
in addition to those required by this Paragraph 9, as it in its discretion shall
determine to be advisable in order that any dividend or distribution in shares
of Common Stock, subdivision, reclassification or combination of Common Stock,
issuance of warrants to purchase Common Stock or distribution of evidences of
indebtedness or other assets (excluding cash dividends) referred to hereinabove
in this Paragraph 9 hereafter made by the Company to the holders of its Common
Stock shall not result in any tax to the holders of its Common Stock or
securities convertible into Common Stock.
(g) Whenever the Warrant Exercise Price is adjusted, as herein
provided, the Company shall promptly cause a notice setting forth the adjusted
Warrant Exercise Price and adjusted number of shares of Common Stock issuable
upon exercise of the Warrant to be mailed to the Holder at the Holder's last
address appearing in the Warrant register maintained by the Company, and shall
cause a certified copy thereof to be mailed to its transfer agent. The
-11-
Company may retain a firm of independent public accountants of recognized
standing selected by the Board of Directors (who may be the regular accountants
employed by the Company) to make any computation required by this Paragraph 9,
and a certificate signed by such firm shall be evidence of the correctness of
such adjustment.
(h) In the event that at any time, as a result of an
adjustment made pursuant to Paragraph 9(a) of this Warrant, the Holder of any
Warrant thereafter shall become entitled to receive any shares of the Company,
other than Common Stock, thereafter the number of such other shares so
receivable upon exercise of any 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 Paragraph 9.
(i) Irrespective of any adjustments in the Warrant Exercise
Price or the number or kind of shares purchasable upon exercise of Warrants,
Warrants theretofore or thereafter issued may continue to express the same price
and number and kind of shares as are stated in the similar Warrants initially
issuable pursuant to this Warrant.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officers this th day of , 1999.
X.XXXX, INC.
Attest:
By:______________________________
Xxxxxxx X. Xxxx
Chief Executive Officer
---------------------------------
Xxxx Xxxxxxxxx, Treasurer
-12-
PURCHASE FORM
-------------
(To be signed only upon exercise of Warrant)
The undersigned, the holder of the foregoing Warrant, hereby
irrevocably elects to exercise the purchase rights represented by such Warrant
for, and to purchase thereunder, Units of X.XXXX, INC., each Unit
consisting of one share of Common Stock and one Class A Redeemable Common Stock
Purchase Warrant (the "Warrants") to purchase one-half (1/2) share of Common
Stock and herewith makes payment of $ thereof, agrees to be bound by the
provisions of Paragraphs 8(b), (c) and (d) of the Warrant, and requests that the
certificates for shares of Common Stock and Warrants be issued in the name(s)
of, and delivered to ___________________________________________________________
whose address(es) is (are) _____________________________________________________
________________________________________________________________________________
______________.
Dated: , 19 .
________________________
By: ____________________
Address: ______________________________
______________________________
-13-
TRANSFER FORM
-------------
(To be signed only upon transfer of the Warrant)
For value received, the undersigned hereby sells, assigns, and
transfers unto the right to purchase shares of Common Stock, and appoints
attorney to transfer such rights on the books of X.XXXX, INC. with full
power of substitution in the premises.
Dated: , 19 .
____________________________
By:_________________________
Signature Medallion Guaranteed
____________________________
-14-
