EXHIBIT 10.46
THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH
OTHER SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE
HEREUNDER MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED,
HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION
THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.
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WARRANT TO PURCHASE COMMON STOCK
OF
BRILLIANT DIGITAL ENTERTAINMENT, INC.
NO. __ February 19, 2003
THIS CERTIFIES THAT, for value received, Scheinrock Advisory Group, or their
permitted registered assigns ("HOLDER"), is entitled, subject to the terms and
conditions of this Warrant, at any time or from time to time commencing three
months after the issuance date of this Warrant (the "EFFECTIVE DATE"), and
before 5:00 p.m. Pacific Time on February 19, 2008 (the "EXPIRATION DATE"), to
purchase from Brilliant Digital Entertainment, Inc., a Delaware corporation (the
"COMPANY"), up to 350,000 shares of Common Stock of the Company at an exercise
price per share equal to $0.14 (the "PURCHASE PRICE"). Both the number of shares
of Common Stock purchasable upon exercise of this Warrant and the Purchase Price
are subject to adjustment and change as provided herein.
1. CERTAIN DEFINITIONS. As used in this Warrant the following terms shall
have the following respective meanings:
1.1 "COMMON STOCK" shall mean the Common Stock of the Company and
any other securities at any time receivable or issuable upon
exercise of this Warrant.
1.2 "FAIR MARKET VALUE" of a share of Common Stock as of a
particular date shall mean:
(a) If traded on a securities exchange or the Nasdaq
National Market, the Fair Market Value shall be
deemed to be the average of the closing prices of the
Common Stock of the Company on such exchange or
market over the five (5) trading days ending
immediately prior to the applicable date of
valuation;
(b) If traded over-the-counter, the Fair Market Value
shall be deemed to be the average of the closing bid
and asked quotations averaged over the fifteen
(15)-day period ending immediately prior to the
applicable date of valuation; and
(c) If there is no public market, the Fair Market Value
shall be the value thereof, as agreed upon in good
faith by the Company and the Holder; provided,
however, that if the Company and the Holder cannot
agree on such value, such value shall be determined
by an independent valuation firm experienced in
valuing businesses jointly selected in good faith by
the Company and the Holder. Fees and expenses of the
valuation firm shall be paid for by the Company.
1.3 "REGISTERED HOLDER" shall mean any Holder in whose name this
Warrant is registered upon the books and records maintained by
the Company.
1.4 "WARRANT" as used herein, shall include this Warrant and any
warrant delivered in substitution or exchange therefor as
provided herein.
2. EXERCISE OF WARRANT
2.1 PAYMENT. Subject to compliance with the terms and conditions
of this Warrant and applicable securities laws, this Warrant
may be exercised, in whole or in part at any time or from time
to time after the Effective Date, and on or before the
Expiration Date by the delivery (including, without
limitation, delivery by facsimile) of the form of Notice of
Exercise attached hereto as EXHIBIT 1 (the "NOTICE OF
EXERCISE"), duly executed by the Holder, at the principal
office of the Company, and as soon as practicable after such
date, surrendering
(a) this Warrant at the principal office of the Company,
and
(b) payment in cash (by check) or by wire transfer of an
amount equal to the product obtained by multiplying
the number of shares of Common Stock being purchased
upon such exercise by the then effective Purchase
Price (the "EXERCISE AMOUNT").
2.2 NET ISSUE EXERCISE. In lieu of the payment methods set forth
in SECTION 2.1(b) above, the Holder may elect to exchange all
or some of this Warrant for shares of Common Stock equal to
the value of the amount of the Warrant being exchanged on the
date of exchange. If Holder elects to exchange this Warrant as
provided in this SECTION 2.2, Holder shall tender to the
Company the Warrant for the amount being exchanged, along with
written notice of Holder's election to exchange some or all of
the Warrant, and the Company shall issue to Holder the number
of shares of the Common Stock computed using the following
formula:
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X = Y (A-B)
---------
A
Where: X = the number of shares of Common Stock to be
issued to Holder.
Y = the number of shares of Common Stock
purchasable under the amount of the Warrant
being exchanged (as adjusted to the date of
such calculation).
A = the Fair Market Value of one share of the
Common Stock.
B = Purchase Price (as adjusted to the date of
such calculation).
2.3 STOCK CERTIFICATES; FRACTIONAL SHARES. As soon as practicable
on or after the date of any exercise of this Warrant but in
any event within 5 business days after its receipt of the
Exercise Amount, the Company shall issue and deliver to the
person or persons designated by the Holder a certificate or
certificates for the aggregate number of whole shares of
Common Stock issuable upon such exercise, together with cash
in lieu of any fraction of a share equal to such fraction of
the current Fair Market Value of one whole share of Common
Stock as of such date of exercise. No fractional shares or
scrip representing fractional shares shall be issued upon an
exercise of this Warrant.
2.4 PARTIAL EXERCISE; EFFECTIVE DATE OF EXERCISE. In case of any
partial exercise of this Warrant, the Company shall cancel
this Warrant upon surrender hereof and shall execute and
deliver a new Warrant of like tenor and date for the balance
of the shares of Common Stock purchasable hereunder. This
Warrant shall be deemed to have been exercised immediately
prior to the close of business on the date of its surrender
for exercise as provided above. The person entitled to receive
the shares of Common Stock issuable upon exercise of this
Warrant shall be treated for all purposes as the holder of
record of such shares as of the close of business on the date
the Company receives the Notice of Exercise, subject to
receipt of the Exercise Amount.
3. VALID ISSUANCE; TAXES. All shares of Common Stock issued upon the
exercise of this Warrant shall be validly issued, fully paid and
non-assessable. The Company shall not be required to pay any tax or
other charge imposed in connection with any transfer involved in the
issuance of any certificate for shares of Common Stock in any name
other than that of the Registered Holder of this Warrant, and in such
case the Company shall not be required to issue or deliver any stock
certificate or security until such tax or other charge has been paid,
or it has been established to the Company's reasonable satisfaction
that no tax or other charge is due.
4. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES. The number of shares
of Common Stock issuable upon exercise of this Warrant (or any shares
of stock or other securities or property receivable or issuable upon
exercise of this
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Warrant) and the Purchase Price are subject to adjustment upon
occurrence of the following events:
4.1 ADJUSTMENT FOR STOCK SPLITS, STOCK SUBDIVISIONS OR
COMBINATIONS OF SHARES. The Purchase Price of this Warrant
shall be proportionally decreased and the number of shares of
Common Stock issuable upon exercise of this Warrant (or any
shares of stock or other securities at the time issuable upon
exercise of this Warrant) shall be proportionally increased to
reflect any stock split or other subdivision of the Company's
Common Stock. The Purchase Price of this Warrant shall be
proportionally increased and the number of shares of Common
Stock issuable upon exercise of this Warrant (or any shares of
stock or other securities at the time issuable upon exercise
of this Warrant) shall be proportionally decreased to reflect
any reverse stock split, consolidation or combination of the
Company's Common Stock.
4.2 ADJUSTMENT FOR DIVIDENDS OR DISTRIBUTIONS OF STOCK OR OTHER
SECURITIES OR PROPERTY. In case the Company shall make or
issue, or shall fix a record date for the determination of
eligible holders entitled to receive, a dividend or other
distribution with respect to the Common Stock (or any shares
of stock or other securities at the time issuable upon
exercise of the Warrant) payable in (a) securities of the
Company (including debt instruments) or (b) assets (excluding
cash dividends paid or payable solely out of retained
earnings), then, in each such case, the Holder of this Warrant
on exercise hereof at any time after the consummation,
effective date or record date of such dividend or other
distribution, shall receive, in addition to the shares of
Common Stock (or such other stock or securities) issuable on
such exercise prior to such date, and without the payment of
additional consideration therefor, the securities or such
other assets of the Company to which such Holder would have
been entitled upon such date if such Holder had exercised this
Warrant on the date hereof and had thereafter, during the
period from the date hereof to and including the date of such
exercise, retained such shares and all such additional
securities or other assets distributed with respect to such
shares as aforesaid during such period giving effect to all
adjustments called for by this SECTION 4.
4.3 RECLASSIFICATION. If the Company, by reclassification of
securities or otherwise, shall change any of the securities as
to which purchase rights under this Warrant exist into the
same or a different number of securities of any other class or
classes, this Warrant shall thereafter represent the right to
acquire such number and kind of securities as would have been
issuable as the result of such change with respect to the
securities that were subject to the purchase rights under this
Warrant immediately prior to such reclassification or other
change, and the Purchase Price therefore shall be
appropriately adjusted, all subject to further adjustment as
provided in this SECTION 4. No adjustment shall be made
pursuant to this SECTION 4.3 upon any conversion or redemption
of the Common Stock which is the subject of SECTION 4.5.
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4.4 ADJUSTMENT FOR CAPITAL REORGANIZATION, MERGER OR
CONSOLIDATION. In case of any capital reorganization of the
capital stock of the Company (other than a combination,
reclassification, exchange or subdivision of shares otherwise
provided for herein), or any merger or consolidation of the
Company with or into another corporation, or the sale of all
or substantially all the assets of the Company then, and in
each such case, as a part of such reorganization, merger,
consolidation, sale or transfer, lawful provision shall be
made so that the Holder of this Warrant shall thereafter be
entitled to receive upon exercise of this Warrant, during the
period specified herein and upon payment of the Purchase Price
then in effect, the number of shares of stock or other
securities or property (including cash) to which the holder of
the shares deliverable upon exercise of this Warrant would
have been entitled to receive in such reorganization,
consolidation, merger, sale or transfer if this Warrant had
been exercised immediately before such reorganization, merger,
consolidation, sale or transfer, all subject to further
adjustment as provided in this SECTION 4. The foregoing
provisions of this SECTION 4.4 shall similarly apply to
successive reorganizations, consolidations, mergers, sales and
transfers and to the stock or securities of any other
corporation that are at the time receivable upon the exercise
of this Warrant. If the per-share consideration payable to the
Holder hereof for shares in connection with any such
transaction is in a form other than cash or marketable
securities, then the value of such consideration shall be the
value as agreed upon in good faith by the Company and the
Holder; provided, however, that if the Company and the Holder
cannot agree on such value, such value shall be determined by
an independent valuation firm experienced in valuing such
property jointly selected in good faith by the Company and the
Holder. All Fees and expenses of the valuation firm shall be
paid for by the Company. In all events, appropriate adjustment
(as determined in good faith by the Company's Board of
Directors) shall be made in the application of the provisions
of this Warrant with respect to the rights and interests of
the Holder after the transaction, to the end that the
provisions of this Warrant shall be applicable after that
event, as near as reasonably may be, in relation to any shares
or other property deliverable after that event upon exercise
of this Warrant.
4.5 CONVERSION OF COMMON STOCK. In case all or any portion of the
authorized and outstanding shares of Common Stock of the
Company are redeemed or converted or reclassified into other
securities or property pursuant to the Company's Certificate
of Incorporation or otherwise, or the Common Stock otherwise
ceases to exist, then, in such case, the Holder of this
Warrant, upon exercise hereof at any time after the date on
which the Common Stock is so redeemed or converted,
reclassified or ceases to exist (the "TERMINATION DATE"),
shall receive, in lieu of the number of shares of Common Stock
that would have been issuable upon such exercise immediately
prior to the Termination Date, the securities or property that
would have been received if this Warrant had been exercised in
full and the Common Stock received thereupon had been
simultaneously converted immediately prior to the Termination
Date, all subject to further adjustment as provided in this
Warrant. Additionally, the Purchase Price shall be immediately
adjusted such that the aggregate Purchase Price of the maximum
number of
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securities or other property for which this Warrant is
exercisable immediately after the Termination Date is equal to
the aggregate Purchase Price of the maximum number of shares
of Common Stock for which this Warrant was exercisable
immediately prior to the Termination Date, all subject to
further adjustment as provided herein.
5. CERTIFICATE AS TO ADJUSTMENTS. In each case of any adjustment in the
Purchase Price, or number or type of shares issuable upon exercise of
this Warrant, the Chief Financial Officer or Controller of the Company
shall compute such adjustment in accordance with the terms of this
Warrant and prepare a certificate setting forth such adjustment and
showing in detail the facts upon which such adjustment is based,
including a statement of the adjusted Purchase Price. The Company shall
promptly send (by facsimile and by either first class mail, postage
prepaid or overnight delivery) a copy of each such certificate to the
Holder. In addition, if at any time prior to the Expiration Date:
5.1 the Company shall declare any dividend payable in any
securities or make any distribution to its stockholders;
5.2 the Company shall offer to its stockholders as a class any
additional shares of Common Stock or securities convertible
into Common Stock or any right to subscribe to Common Stock or
securities convertible or exchangeable into Common Stock; or
5.3 a dissolution or winding up of the Company (other than in
connection with a consolidation, merger or sale of all or
substantially all of its property, assets and business as an
entirety) shall be proposed;
then in any one or more of such events, the Company shall give notice
in writing of such event to the Holder at least 10 days prior to the
date fixed as a record date or the date of closing the transfer books
for the determination of the stockholders entitled to such dividend,
distribution or subscription rights, or for the determination of
stockholders entitled to vote on such proposed dissolution, liquidation
or winding up. Such notice shall specify such record date or date of
the closing of the transfer books, as the case may be.
6. LOSS OR MUTILATION. Upon receipt of evidence reasonably satisfactory to
the Company of the ownership of and the loss, theft, destruction or
mutilation of this Warrant, and of indemnity reasonably satisfactory to
it, and (in the case of mutilation) upon surrender and cancellation of
this Warrant, the Company will execute and deliver in lieu thereof a
new Warrant of like tenor as the lost, stolen, destroyed or mutilated
Warrant.
7. RESERVATION OF COMMON STOCK. The Company hereby covenants that at all
times there shall be reserved for issuance and delivery upon exercise
of this Warrant such number of shares of Common Stock or other shares
of capital stock of the Company as are from time to time issuable upon
exercise of this Warrant and, from time to time, will
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take all steps necessary to amend its Certificate of Incorporation to
provide sufficient reserves of shares of Common Stock issuable upon
exercise of this Warrant. All such shares shall be duly authorized, and
when issued upon such exercise, shall be validly issued, fully paid and
non-assessable, free and clear of all liens, security interests,
charges and other encumbrances or restrictions on sale and free and
clear of all preemptive rights, except encumbrances or restrictions
arising under federal or state securities laws. Issuance of this
Warrant shall constitute full authority to the Company's Officers who
are charged with the duty of executing stock certificates to execute
and issue the necessary certificates for shares of Common Stock upon
the exercise of this Warrant.
8. TRANSFER AND EXCHANGE. Subject to the terms and conditions of this
Warrant and compliance with all applicable securities laws, this
Warrant and all rights hereunder may be transferred to any Registered
Holder's parent, subsidiary or affiliate or to any officer, director,
partner or member of any such parent, subsidiary or affiliate, in whole
or in part, on the books of the Company maintained for such purpose at
the principal office of the Company referred to above, by the
Registered Holder hereof in person, or by duly authorized attorney,
upon surrender of this Warrant properly endorsed and upon payment of
any necessary transfer tax or other governmental charge imposed upon
such transfer. Upon any permitted partial transfer, the Company will
issue and deliver to the Registered Holder a new Warrant or Warrants
with respect to the shares of Common Stock not so transferred. Each
taker and holder of this Warrant, by taking or holding the same,
consents and agrees that when this Warrant shall have been so endorsed,
the person in possession of this Warrant may be treated by the Company,
and all other persons dealing with this Warrant, as the absolute owner
hereof for any purpose and as the person entitled to exercise the
rights represented hereby, any notice to the contrary notwithstanding;
provided, however, that until a transfer of this Warrant is duly
registered on the books of the Company, the Company may treat the
Registered Holder hereof as the owner for all purposes.
9. RESTRICTIONS ON TRANSFER. By acceptance hereof, the Holder acknowledges
that this Warrant and the capital stock of the Company that may be
issued upon its exercise have not been registered under the Securities
Act, and Holder agrees not to sell, pledge, distribute, offer for sale,
transfer or otherwise dispose of this Warrant or any capital stock
issued upon its exercise in the absence of (i) an effective
registration statement under the Securities Act as to this Warrant or
such securities and registration or qualification of this Warrant or
such securities under any applicable Blue Sky or state securities laws
then in effect, or (ii) an opinion of counsel, reasonably satisfactory
to the Company, that such registration and qualification are not
required. In the reasonable discretion of the Company, the Company may
condition any transfer of all or any portion of this Warrant or the
capital stock of the Company that may be issued upon its exercise
(other than a disposition satisfying the conditions set forth in clause
(i) of SECTION 9(i) above) upon the transferee's delivery to the
Company of a written agreement, in form and substance reasonably
satisfactory to the Company, whereby the transferee makes such
representations and warranties to and for the benefit of the Company as
are comparable to the representations and warranties of the Holder set
forth in SECTION 10 below.
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10. COMPLIANCE WITH SECURITIES LAWS. By acceptance of this Warrant, the
Holder hereby represents, warrants and covenants that any shares of
stock purchased upon exercise of this Warrant shall be acquired for
investment only and not with a view to, or for sale in connection with,
any distribution thereof; that the Holder has had such opportunity as
such Holder has deemed adequate to obtain from representatives of the
Company such information as is necessary to permit the Holder to
evaluate the merits and risks of its investment in the Company; that
the Holder is able to bear the economic risk of holding such shares as
may be acquired pursuant to the exercise of this Warrant for an
indefinite period; that the Holder understands that the shares of stock
acquired pursuant to the exercise of this Warrant will not be
registered under the 1933 Act (unless otherwise required pursuant to
exercise by the Holder of the registration rights, if any, granted to
the Registered Holder) and will be "restricted securities" within the
meaning of Rule 144 under the 1933 Act and that the exemption from
registration under Rule 144 will not be available for at least one (1)
year from the date of exercise of this Warrant, subject to any special
treatment by the SEC for exercise of this Warrant pursuant to SECTION
2.2, and even then will not be available unless a public market then
exists for the stock, adequate information concerning the Company is
then available to the public, and other terms and conditions of Rule
144 are complied with; and that all stock certificates representing
shares of stock issued to the Holder upon exercise of this Warrant or
upon conversion of such shares may have affixed thereto a legend
substantially in the following form:
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN
RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE
DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT
FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.
11. NO RIGHTS OR LIABILITIES AS STOCKHOLDERS. This Warrant shall not
entitle the Holder to any voting rights or other rights as a
stockholder of the Company. In the absence of affirmative action by
such Holder to purchase Common Stock by exercise of this Warrant or
Common Stock upon conversion thereof, no provisions of this Warrant,
and no enumeration herein of the rights or privileges of the Holder
hereof shall cause such Holder hereof to be a stockholder of the
Company for any purpose.
12. NOTICES. Except as may be otherwise provided herein, all notices,
requests, waivers and other communications made pursuant to this
Agreement shall be in writing and shall be conclusively deemed to have
been duly given (a) when hand delivered to the other party; (b) when
received when sent by facsimile at the address and number set forth
below; (c) three business days after deposit in the U.S. mail with
first class or certified mail receipt requested postage prepaid and
addressed to the other party as set forth below;
8
or (d) the next business day after deposit with a national overnight
delivery service, postage prepaid, addressed to the parties as set
forth below with next-business-day delivery guaranteed, provided that
the sending party receives a confirmation of delivery from the delivery
service provider.
To Holder: To the Company:
SCHEINROCK ADVISORY GROUP BRILLIANT DIGITAL ENTERTAINMENT, INC.
0000 Xxxxxxx Xxxxxx Xxxx., Xxxxx 000
Xxxxxxxx Xxxxx, XX 00000
Attn: Chief Financial Officer
Fax Number: Fax Number: (000) 000-0000
Each person making a communication hereunder by facsimile shall
promptly confirm by telephone to the person to whom such communication
was addressed each communication made by it by facsimile pursuant
hereto. A party may change or supplement the addresses given above, or
designate additional addresses, for purposes of this SECTION 12 by
giving the other party written notice of the new address in the manner
set forth above.
13. HEADINGS. The headings in this Warrant are for purposes of convenience
in reference only, and shall not be deemed to constitute a part hereof.
14. LAW GOVERNING. This Warrant shall be construed and enforced in
accordance with, and governed by, the laws of the State of California.
15. WAIVER OF JURY TRIAL. The Company and, by acceptance of this Warrant,
the Holder each waive all right to trial by jury in any action or
proceeding to enforce or defend any rights or remedies hereunder or
relating hereto.
16. NO IMPAIRMENT. The Company will not, by amendment of its Certificate of
Incorporation or bylaws, or through reorganization, consolidation,
merger, dissolution, issue or sale of securities, sale of assets or any
other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms of this Warrant, but will at all times
in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order
to protect the rights of the Registered Holder of this Warrant against
impairment. Without limiting the generality of the foregoing, the
Company (a) will not increase the par value of any shares of stock
issuable upon the exercise of this Warrant above the amount payable
therefore upon such exercise, and (b) will take all such action as may
be necessary or appropriate in order that the Company may validly and
legally issue fully paid and non-assessable shares of Common Stock upon
exercise of this Warrant.
17. SEVERABILITY. If any term, provision, covenant or restriction of this
Warrant is held by a court of competent jurisdiction to be invalid,
void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Warrant shall remain in full force
and effect and shall in no way be affected, impaired or invalidated.
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18. COUNTERPARTS. For the convenience of the parties, any number of
counterparts of this Warrant may be executed by the parties hereto and
each such executed counterpart shall be, and shall be deemed to be, an
original instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Warrant as of
the date first set forth above.
Scheinrock Advisory Group Brilliant Digital Entertainment, Inc.
/s/ Xxxx Xxxxxxxxxx /s/ Xxx Xxxxxx
-------------------------------- -------------------------------------
By
Xxxx Xxxxxxxxxx Xxx Xxxxxx
-------------------------------- -------------------------------------
Printed Name Printed Name
Chief Executive Officer Chief Financial Officer
-------------------------------- -------------------------------------
Title Title
SIGNATURE PAGE TO
WARRANT TO PURCHASE COMMON STOCK
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EXHIBIT 1
NOTICE OF EXERCISE
(To be executed upon exercise of Warrant)
To: Brilliant Digital Entertainment, Inc.
The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within Warrant Certificate for, and to purchase thereunder,
the securities of Brilliant Digital Entertainment, Inc., as provided for
therein, and (check the applicable box):
[_] tenders herewith payment of the exercise price in full in the form of
cash or a certified or official bank check or wire transfer in same-day
funds in the amount of $____________ for _________ such securities.
[_] Elects the Net Issue Exercise option pursuant to Section 2.2 of the
Warrant, and accordingly requests delivery of a net of ______________
of such securities.
Please issue a certificate or certificates for such securities in the name of,
and pay any cash for any fractional share to (please print name, address and
social security number):
Name:
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Address:
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Signature:
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Note: The above signature should correspond exactly with the name on the first
page of this Warrant Certificate.
If said number of shares shall not be all the shares purchasable under the
within Warrant Certificate, a new Warrant Certificate is to be issued in the
name of said undersigned for the balance remaining of the shares purchasable
thereunder rounded up to the next higher whole number of shares.
EXHIBIT 2
ASSIGNMENT
(To be executed only upon assignment of Warrant Certificate)
For value received, the undersigned hereby sells, assigns and transfers unto the
parties set forth below all or such portion of the Warrants represented by the
within Warrant Certificate set forth below, together with all right, title and
interest therein, and does hereby irrevocably constitute and appoint
____________________________ attorney, to transfer said Warrant Certificate on
the books of the within-named Company with respect to the number of Warrants set
forth below, with full power of substitution in the premises:
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NAME(S) OF ASSIGNEE(S) ADDRESS # OF WARRANTS
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And if said number of Warrants shall not be all the Warrants represented by the
Warrant Certificate, a new Warrant Certificate is to be issued in the name of
said undersigned for the balance remaining of the Warrants registered by said
Warrant Certificate.
Dated:
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Signature:
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Notice: The signature to the foregoing Assignment must correspond to the name as
written upon the face of this security in every particular, without alteration
or any change whatsoever.
