WARRANT TO PURCHASE COMMON STOCK
THIS
WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER
THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY
NOT
BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE
OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND ANY APPLICABLE STATE
SECURITIES LAWS OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER
SUCH
ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
WARRANT
TO PURCHASE COMMON STOCK
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Number
of Shares:
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150,000
Shares (subject to adjustment)
|
|
Warrant
Price:
|
$0.04
per Share
|
|
Issuance
Date:
|
October
10, 2006
|
|
Expiration
Date:
|
October
10, 2016
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1
THIS
WARRANT CERTIFIES THAT
for
value received, Ocean Park Advisors, LLC, or its registered assigns (hereinafter
called the “Holder”)
is
entitled to purchase from Invisa, Inc., a Nevada corporation (hereinafter called
the “Company”),
the
above referenced number of fully paid and nonassessable shares (the
“Shares”)
of
common stock, par value $0.001 per share (the “Common
Stock”)
of
Company, at the Warrant Price per Share referenced above; the number of shares
purchasable upon exercise of this Warrant referenced above being subject to
adjustment from time to time as described herein. The exercise of this Warrant
shall be subject to the provisions, limitations and restrictions contained
herein.
1. Term
and Exercise.
1.1 Term.
This
Warrant is exercisable in whole or in part (but not as to any fractional share
of Common Stock), at any time and from time to time on or after the Issuance
Date set forth above, but prior to 6:00 p.m. on the Expiration Date set forth
above.
1.2 Warrant
Price.
The
Warrant shall be exercisable at the Warrant Price referenced above.
1.3 Maximum
Number of Shares.
The
maximum number of Shares of Common Stock exercisable pursuant to this Warrant
is
150,000 Shares.
1.4 Procedure
for Exercise of Warrant.
Holder
may exercise this Warrant by delivering the following to the principal office
of
the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice
of
Exercise in substantially the form attached as Schedule A, (ii) payment of
the
Warrant Price then in effect for each of the Shares being purchased, as
designated in the Notice of Exercise, and (iii) this Warrant. Payment of the
Warrant Price may be in cash, certified or official bank check payable to the
order of the Company, or wire transfer of funds to the Company’s account (or any
combination of any of the foregoing) in the amount of the Warrant Price for
each
share being purchased.
1.5 Delivery
of Certificate and New Warrant.
In the
event of any exercise of the rights represented by this Warrant, a certificate
or certificates for the shares of Common Stock so purchased, registered in
the
name of the Holder or such other name or names as may be designated by the
Holder, together with any other securities or other property which the Holder
is
entitled to receive upon exercise of this Warrant, shall be delivered to the
Holder hereof, at the Company’s expense, within a reasonable time, not exceeding
five (5) trading days, after the rights represented by this Warrant shall have
been so exercised; and, unless this Warrant has expired, a new Warrant
representing the number of Shares (except a remaining fractional share), if
any,
with respect to which this Warrant shall not then have been exercised shall
also
be issued to the Holder hereof within such time. The person in whose name any
certificate for shares of Common Stock is issued upon exercise of this Warrant
shall for all purposes be deemed to have become the holder of record of such
shares on the date on which the Warrant was surrendered and payment of the
Warrant Price was received by the Company, irrespective of the date of delivery
of such certificate, except that, if the date of such surrender and payment
is
on a date when the stock transfer books of the Company are closed, such person
shall be deemed to have become the holder of such Shares at the close of
business on the next succeeding date on which the stock transfer books are
open.
1.6 Restrictive
Legend.
Each
certificate for Shares shall bear a restrictive legend in substantially the
form
as follows, together with any additional legend required by (i) any applicable
state securities laws and (ii) any securities exchange upon which such Shares
may, at the time of such exercise, be listed:
“The
shares represented by this certificate have not been registered under the
Securities Act of 1933, as amended and may not be sold, offered for sale,
transferred or pledged in the absence of such registration or an exemption
therefrom under such Act.”
Any
certificate issued at any time in exchange or substitution for any certificate
bearing such legend shall also bear such legend unless, in the opinion of
counsel for the Holder thereof (which counsel shall be reasonably satisfactory
to the Company), the securities represented thereby are not, at such time,
required by law to bear such legend.
1.7 Fractional
Shares.
No
fractional Shares shall be issuable upon exercise or conversion of the Warrant
and the number of Shares to be issued shall be rounded down to the nearest
whole
Share. If a fractional share interest arises upon any exercise or conversion
of
the Warrant, the Company shall eliminate such fractional share interest by
paying to Holder an amount computed by multiplying the fractional interest
by
the Warrant Price of a full Share then in effect.
1.8 Cashless
Exercise.
(a) Holder
may, at its option, in lieu of paying the Warrant Price upon exercise of this
Warrant pursuant to Section 1.4 hereof, elect to receive instead a number of
Shares computed using the following formula:
X=Y(A-B)
A
Where
X=
the number of Shares issuable to Holder upon exercise of this Warrant under
this
Section 1.8, Y=the number of Shares being surrendered under this Warrant, A=the
Fair Market Value (as defined below) of one Share of Common Stock as of the
exercise date; and B=the Warrant Price of one Share of Common
Stock.
(b) For
purposes of this Section 1.8, "Fair
Market Value"
of one
Share of Common Stock as of a particular date shall be determined as follows:
(i) if traded on a national securities exchange or through the Nasdaq Stock
Market, the Fair Market Value shall be deemed to be the volume weighted average
closing price of the Common Stock on such exchange for the five trading days
immediately prior to the date the Holder delivers its Notice of Exercise to
the
Company (or if no reported sales took place on any of the five days, the last
five trading days on which any such sales took place prior to the date of such
notice); (ii) if traded over-the-counter but not on the Nasdaq Stock Market,
the
Fair Market Value shall be deemed to be the volume weighted average closing
price of the Common Stock on such exchange for the five trading days immediately
prior to the date the Holder delivers its Notice of Exercise to the Company
(or
if no reported sales took place on any of the five days, the last five trading
days on which any such sales took place prior to the date of such notice);
and
(iii) if there is no active market public market, the Fair Market Value shall
be
the as mutually determined by the Holder and the Company or, if the Holder
and
the Company are unable to reach such agreement, as determined by a nationally
recognized independent investment banker or valuation consultant (which has
not
been retained by the Company or any of its affiliates for the past two years
preceding such determination) mutually acceptable to Holder and
Company.
2
2. Representations,
Warranties and Covenants.
2.1 Representations
and Warranties.
(a) The
Company is a corporation duly organized, validly existing and in good standing
under the laws of its state of incorporation and has all necessary power and
authority to perform its obligations under this Warrant;
(b) The
execution, delivery and performance of this Warrant has been duly authorized
by
all necessary actions on the part of the Company and constitutes the legal,
valid and binding obligation of the Company, enforceable against the Company
in
accordance with its terms; and
(c) This
Warrant does not violate and is not in conflict with any of the provisions
of
the Company’s articles of incorporation, bylaws, certificate of designation, any
resolutions of the Company’s Board of Directors or stockholders, any other
organizational document of the Company, or any agreement of the Company, and
no
event has occurred and no condition or circumstance exists that might (with
or
without notice or lapse of time) constitute or result directly or indirectly
in
such a violation or conflict.
2.2 Issuance
of Shares.
The
Company covenants and agrees that all shares of Common Stock that may be issued
upon the exercise of the rights represented by this Warrant will, upon issuance,
be validly issued, fully paid and nonassessable, and free from all taxes, liens
and charges with respect to the issue thereof and shall be listed on any
exchanges on which the Common Stock is then listed. The Company further
covenants and agrees that it will pay when due and payable any and all federal
and state taxes which may be payable in respect of the issue of this Warrant
or
any Common Stock or certificates therefor issuable upon the exercise of this
Warrant excluding the Holder's income and other taxes not directly relating
to
the issuance of the Warrant or Common Stock. The Company further covenants
and
agrees that the Company will at all times have authorized and reserved, free
from preemptive rights, a sufficient number of shares of Common Stock to provide
for the exercise in full of the rights represented by this Warrant. If at any
time the number of authorized but unissued shares of Common Stock of the Company
shall not be sufficient to effect the exercise of the Warrant in full, then
the
Company will take all such corporate action as may, in the opinion of counsel
to
the Company, be necessary or advisable to increase the number of its authorized
shares of Common Stock as shall be sufficient to permit the exercise of the
Warrant in full, including without limitation, using its best efforts to obtain
any necessary stockholder approval of such increase. The Company further
covenants and agrees that if any shares of capital stock to be reserved for
the
purpose of the issuance of shares upon the exercise of this Warrant require
registration with or approval of any governmental authority under any federal
or
state law before such shares may be validly issued or delivered upon exercise,
then the Company will in good faith and as expeditiously as possible endeavor
to
secure such registration or approval, as the case may be. If and so long as
the
Common Stock issuable upon the exercise of this Warrant is listed on any
national securities exchange or the Nasdaq Stock Market, the Company will,
if
permitted by the rules of such exchange or market, list and keep listed on
such
exchange or market, upon official notice of issuance, all shares of such Common
Stock issuable upon exercise of this Warrant.
3. Other
Adjustments.
3.1 Subdivision
or Combination of Shares.
In case
the Company shall at any time subdivide its outstanding Common Stock into a
greater number of shares, the Warrant Price in effect immediately prior to
such
subdivision shall be proportionately reduced, and the number of Shares subject
to this Warrant shall be proportionately increased, and conversely, in case
the
outstanding Common Stock of the Company shall be combined into a smaller number
of shares, the Warrant Price in effect immediately prior to such combination
shall be proportionately increased, and the number of Shares subject to this
Warrant shall be proportionately decreased.
3.2 Dividends
in Common Stock, Other Stock or Property.
If at
any time or from time to time the holders of Common Stock (or any shares of
stock or other securities at the time receivable upon the exercise of this
Warrant) shall have received or become entitled to receive, without payment
therefor:
(a) Common
Stock, options or any shares or other securities which are at any time directly
or indirectly convertible into or exchangeable for Common Stock, or any rights
or options to subscribe for, purchase or otherwise acquire any of the foregoing
by way of dividend or other distribution;
(b) any
cash
paid or payable otherwise than as a regular cash dividend; or
(c) Common
Stock or additional shares or other securities or property (including cash)
by
way of spin-off, split-up, reclassification, combination of shares or similar
corporate rearrangement (other than Common Stock issued as a stock split or
adjustments in respect of which shall be covered by the terms of Section 3.1
above) or additional shares, other securities or property issued in connection
with a Change (as defined below) (which shall be covered by the terms of Section
3.3 below), then and in each such case, the Holder hereof shall, upon the
exercise of this Warrant, be entitled to receive, in addition to the number
of
shares of Common Stock receivable thereupon, and without payment of any
additional consideration therefor, the amount of stock and other securities
and
property (including cash in the cases referred to in clause (b) above and this
clause (c)) which such Holder would hold on the date of such exercise had such
Holder been the holder of record of such Common Stock as of the date on which
holders of Common Stock received or became entitled to receive such shares
or
all other additional stock and other securities and property.
3.3 Reorganization,
Reclassification, Consolidation, Merger or Sale.
If
any
recapitalization, reclassification or reorganization of the share capital of
the
Company, or any consolidation or merger of the Company with another corporation,
or the sale of all or substantially all of its shares and/or assets or other
transaction (including, without limitation, a sale of substantially all of
its
assets followed by a liquidation) shall be effected in such a way that holders
of Common Stock shall be entitled to receive shares, securities or other assets
or property (a “Change”),
then,
as a condition of such Change, lawful and adequate provisions shall be made
by
the Company whereby the Holder hereof shall thereafter have the right to
purchase and receive (in lieu of the Common Stock of the Company immediately
theretofore purchasable and receivable upon the exercise of the rights
represented hereby) such shares, securities or other assets or property as
may
be issued or payable with respect to or in exchange for the number of
outstanding Common Stock which such Holder would have been entitled to receive
had such Holder exercised this Warrant immediately prior to the consummation
of
such Change. The Company or its successor shall promptly issue to Holder a
new
Warrant for such new securities or other property. The new Warrant shall provide
for adjustments which shall be as nearly equivalent as may be practicable to
give effect to the adjustments provided for in this Section 3 including, without
limitation, adjustments to the Warrant Price and to the number of securities
or
property issuable upon exercise of the new Warrant. The provisions of this
Section 3.3 shall similarly apply to successive Changes.
3
4. Ownership
and Transfer.
4.1 Ownership
of This Warrant.
The
Company may deem and treat the person in whose name this Warrant is registered
as the holder and owner hereof (notwithstanding any notations of ownership
or
writing hereon made by anyone other than the Company) for all purposes and
shall
not be affected by any notice to the contrary until presentation of this Warrant
for registration of transfer as provided in this Section 4.
4.2 Transfer
and Replacement.
This
Warrant and all rights hereunder are transferable in whole or in part upon
the
books of the Company by the Holder hereof in person or by duly authorized
attorney, and a new Warrant or Warrants, of the same tenor as this Warrant
but
registered in the name of the transferee or transferees (and in the name of
the
Holder, if a partial transfer is effected) shall be made and delivered by the
Company upon surrender of this Warrant duly endorsed, at the office of the
Company in accordance with Section 5.1 hereof. Upon receipt by the Company
of
evidence reasonably satisfactory to it of the loss, theft or destruction, and,
in such case, of indemnity or security reasonably satisfactory to it, and upon
surrender of this Warrant if mutilated, the Company will make and deliver a
new
Warrant of like tenor, in lieu of this Warrant; provided that if the Holder
hereof is an instrumentality of a state or local government or an institutional
holder or a nominee for such an instrumentality or institutional holder an
irrevocable agreement of indemnity by such Holder shall be sufficient for all
purposes of this Warrant, and no evidence of loss or theft or destruction shall
be necessary. This Warrant shall be promptly cancelled by the Company upon
the
surrender hereof in connection with any transfer or replacement. Except as
otherwise provided above, in the case of the loss, theft or destruction of
a
Warrant, the Company shall pay all expenses, taxes and other charges payable
in
connection with any transfer or replacement of this Warrant, other than income
taxes and stock transfer taxes (if any) payable in connection with a transfer
of
this Warrant, which shall be payable by the Holder. Holder will not transfer
this Warrant and the rights hereunder except in compliance with federal and
state securities laws and except after providing evidence of such compliance
reasonably satisfactory to the Company.
5. Registration
Rights for Shares.
5.1 Registration
Rights for Shares.
(a) If
at any time beginning after the date that is 180 days from the date hereof
the
Holder provides a written request to the Company (a "Demand
Notice")
that
the Company file a registration statement covering at least 75,000 of the
shares of Common Stock issuable upon exercise of this Warrant (the "Registrable
Securities")
then
the Company shall prepare and file a registration statement (the "Registration
Statement")
on
Form SB-2 or Form S-3 or other form of registration statement available for
the
registration of Registrable Securities under the Securities Act of 1933 (the
"Securities
Act")
with
the Securities and Exchange Commission (the "SEC")
no
later than the date that is ninety (90) days from the date of such Demand Notice
in order to register the resale to the public of the Registrable Securities
identified in the Demand Notice under the Securities Act. The Company shall
use
its commercially reasonable efforts to cause the Registration Statement to
be
declared effective no later than the date that is 60 days after the first filing
thereof with the SEC (the "Filing
Date")
if the
SEC has no comments on the Registration Statement or by the date that is 120
days after the Filing Date if the SEC has comments on the Registration
Statement. Once effective, the Company shall use its commercially reasonable
efforts to maintain the effectiveness of the Registration Statement until
earlier of the date that all of the Registrable Securities identified in the
Demand Notice have been sold and the third anniversary of the effectiveness
date
of such Registration Statement (such date, the "Expiration
Date").
(b)
If
the Company at any time after the date of this Warrant proposes to register
any
of its securities under the Securities Act for sale to the public, whether
for
its own account or for the account of other security holders or both, except
with respect to registration statements on Form X-0, Xxxx X-0 or another form
not available for registering the Registrable Securities for sale to the public,
then each such time it will give at least fifteen (15) days' prior written
notice to the Holder of its intention to do so. If within ten (10) days of
receipt of any such notice the Holder provides a written request to the Company
that the Company register its Registrable Securities not previously registered
pursuant to an effective registration statement (a "Piggyback
Notice"),
the
Company will cause the Registrable Securities identified in the Piggyback Notice
to be included with the securities to be covered by the registration statement
proposed to be filed by the Company in order to in order to register the
resale to the public of the Registrable Securities identified in
the Piggyback Notice under the Securities Act.
6. Miscellaneous
Provisions.
6.1 Notices.
Any
notice or other document required or permitted to be given or delivered to
the
Holder shall be delivered or forwarded to the Holder at c/o Ocean Park Advisors,
LLC, 0000 Xxxx Xxxxxxx Xxxx., Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000,
Attention: Xxxx Xxxx (Facsimile No. 310/670-4107), or to such other address
or
number as shall have been furnished to the Company in writing by the Holder,
with a copy to Sidley Austin LLP, 000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx
Xxxxxxx, Xxxxxxxxxx 00000 Attention Xxxxxxx Xxxxxx (Facsimile No. 213/896-6600).
Any notice or other document required or permitted to be given or delivered
to
the Company shall be delivered or forwarded to the Company at 0000 00xx Xxxxxx
Xxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxx 00000 (facsimile
No. (000)
000-0000),
or to
such other address or number as shall have been furnished to Holder in writing
by the Company or to the Company by Holder.
6.2 All
notices, requests and approvals required by this Warrant shall be in writing
and
shall be conclusively deemed to be given (i) when hand-delivered to the other
party, (ii) when received if sent by facsimile at the address and number set
forth above; provided that notices given by facsimile shall not be effective,
unless either (a) a duplicate copy of such facsimile notice is promptly given
by
depositing the same in the mail, postage prepaid and addressed to the party
as
set forth below or (b) the receiving party delivers a written confirmation
of
receipt for such notice by any other method permitted under this paragraph;
and
further provided that any notice given by facsimile received after 5:00 p.m.
(recipient’s time) or on a non-business day shall be deemed received on the next
business day; (iii) five (5) business days after deposit in the United States
mail, certified, return receipt requested, postage prepaid, and addressed to
the
party as set forth below; or (iv) the next business day after deposit with
an
international overnight delivery service, postage prepaid, addressed to the
party as set forth below with next business day delivery guaranteed; provided
that the sending party receives confirmation of delivery from the delivery
service provider.
6.3 No
Rights as Shareholder; Limitation of Liability.
This
Warrant shall not entitle the Holder to any of the rights of a shareholder
of
the Company except upon exercise in accordance with the terms hereof. No
provision hereof, in the absence of affirmative action by the Holder to purchase
shares of Common Stock, and no mere enumeration herein of the rights or
privileges of the Holder, shall give rise to any liability of the Holder for
the
Warrant Price hereunder or as a shareholder of the Company, whether such
liability is asserted by the Company or by creditors of the
Company.
6.4 Governing
Law.
This
Warrant shall be governed by and construed in accordance with the laws of the
State of New York.
6.5 Binding
Effect on Successors.
This
Warrant shall be binding upon any corporation succeeding the Company by merger,
consolidation or acquisition of all or substantially all of the Company’s assets
and/or securities. All of the obligations of the Company relating to the Shares
issuable upon the exercise of this Warrant shall survive the exercise and
termination of this Warrant. All of the covenants and agreements of the Company
shall inure to the benefit of the successors and assigns of the
Holder.
4
6.6 Waiver,
Amendments and Headings.
This
Warrant and any provision hereof may be changed, waived, discharged or
terminated only by an instrument in writing signed by both parties (either
generally or in a particular instance and either retroactively or
prospectively). The headings in this Warrant are for purposes of reference
only
and shall not affect the meaning or construction of any of the provisions
hereof.
6.7 Jurisdiction.
Each of
the parties irrevocably agrees that any and all suits or proceedings based
on or
arising under this Agreement may be brought in the federal or state courts
located in the City of New York, New York and consents to the jurisdiction
of
such courts for such purpose. Each of the parties irrevocably waives the defense
of an inconvenient forum to the maintenance of such suit or proceeding in any
such court. Each of the parties further agrees that service of process upon
such
party mailed by first class mail to the address set forth in Section 5.1 shall
be deemed in every respect effective service of process upon such party in
any
such suit or proceeding. Nothing herein shall affect the right of a Holder
to
serve process in any other manner permitted by law. Each of the parties agrees
that a final non-appealable judgment in any such suit or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on such judgment
or in any other lawful manner.
6.8 Attorneys'
Fees and Disbursements.
If any
action at law or in equity is necessary to enforce or interpret the terms of
this Agreement, the prevailing party or parties shall be entitled to receive
from the other party or parties reasonable attorneys’ fees and disbursements in
addition to any other relief to which the prevailing party or parties may be
entitled.
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5
IN
WITNESS WHEREOF,
the
Company has caused this Warrant to be signed by its duly authorized officer
this 10th day of October
,
2006.
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COMPANY:
|
INVISA,
INC.
By:/s/Xxxxxx
X. Xxxx
Print
Name: Xxxxxx X. Xxxx
Title:
Chief Financial Officer
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6
SCHEDULE
A
FORM
OF NOTICE OF EXERCISE
[To
be signed only upon exercise of the Warrant]
TO
BE EXECUTED BY THE REGISTERED HOLDER
TO
EXERCISE THE WITHIN WARRANT
The
undersigned hereby elects to purchase _____________ shares of Common Stock
(the
“Shares”)
of
Invisa, Inc. under the Warrant to Purchase Common Stock dated [ ], 2006, which
the undersigned is entitled to purchase pursuant to the terms of such Warrant.
The undersigned has delivered $________________, the aggregate Warrant Price
for
_____________ Shares purchased herewith, in full in cash or by certified or
official bank check or wire transfer.
Please
issue a certificate or certificates representing such shares of Common Stock
in
the name of the undersigned or in such other name as is specified below and
in
the denominations as is set forth below:
[Type
Name of Holder as it should appear on the stock certificate]
[Requested
Denominations - if no denomination is specified, a single certificate will
be
issued]
The
initial address of such Holder to be entered on the books of Company shall
be:
The
undersigned hereby represents and warrants that the undersigned is acquiring
such shares for his own account for investment purposes only, and not for resale
or with a view to distribution of such shares or any part thereof.
By:
Print
Name:
Title:
Dated:
||
7
FORM
OF ASSIGNMENT
(ENTIRE)
[To
be signed only upon transfer of entire Warrant]
TO
BE EXECUTED BY THE REGISTERED HOLDER
TO
TRANSFER THE WITHIN WARRANT
FOR
VALUE RECEIVED
___________________________ hereby sells, assigns and transfers unto
_______________________________ all rights of the undersigned under and pursuant
to the within Warrant, and the undersigned does hereby irrevocably constitute
and appoint _____________________ Attorney to transfer the said Warrant on
the
books of Invisa, Inc., with full power of substitution.
[Type
Name of Holder]
By:
Title:
Dated:
NOTICE
The
signature to the foregoing Assignment must correspond exactly to the name as
written upon the face of the within Warrant, without alteration or enlargement
or any change whatsoever.
||
8
FORM
OF ASSIGNMENT
(PARTIAL)
[To
be signed only upon partial transfer of Warrant]
TO
BE EXECUTED BY THE REGISTERED HOLDER
TO
TRANSFER THE WITHIN WARRANT
FOR
VALUE
RECEIVED ___________________________ hereby sells, assigns and transfers unto
____________________________ (i) the rights of the undersigned to purchase
____________________ shares of Common Stock under and pursuant to the within
Warrant, and (ii) on a non-exclusive basis, all other rights of the undersigned
under and pursuant to the within Warrant, it being understood that the
undersigned shall retain, severally (and not jointly) with the transferee(s)
named herein, all rights assigned on such non-exclusive basis. The undersigned
does hereby irrevocably constitute and appoint __________________________
Attorney to transfer the said Warrant on the books of Invisa, Inc., with full
power of substitution.
[Type
Name of Holder]
By:
Title:
Dated:
NOTICE
The
signature to the foregoing Assignment must correspond exactly to the name as
written upon the face of the within Warrant, without alteration or enlargement
or any change whatsoever.
