Exhibit 99 (a)(1)(ii)
RECAPITALIZATION AGREEMENT
This Recapitalization Agreement ("Agreement") is entered into as of the
date and year hereinafter written between Black Warrior Wireline Corp., a
Delaware corporation, (the "Company") and the person signing this Agreement on
the Signature Page hereof (the "Holder"), such Holder having the address set
forth on the Signature Page to this agreement.
BACKGROUND
A. The Company has a class of securities registered under the
Securities Exchange Act of 1934, as amended, and is a reporting issuer under the
provisions of that Act. Its shares of common stock, $0.0005 par value (the
"Common Stock"), are quoted on the OTC Bulletin Board (trading symbol: BWWL).
Over the past several years, stock market activity for the Company's shares has
generally been limited with little trading activity and little price
appreciation.
B. The Company has substantial numbers of derivative securities
outstanding. The Company's management believes that a restructuring of its
existing equity capitalization intended to simplify and clarify the structure
may lead, in the light of current conditions in the oil and natural gas well
service sector of the oil and natural gas industry, to a more enhanced value of
Black Warrior's shares of Common Stock to its stockholders and other investors.
OUTSTANDING DERIVATIVE SECURITIES
C. The Company has outstanding as of September 30, 2005, an aggregate
of $42,477,902 of principal and accrued interest on its promissory notes (the
"Convertible Notes") which, as extended, are due and payable on February 14,
2008.
D. The principal and accrued interest on the Convertible Notes is
convertible into shares of the Company's Common Stock at a conversion price of
$0.75 for each share of Common Stock, subject to anti-dilution adjustment, or an
aggregate of 56,637,203 shares of Common Stock as of September 30, 2005, based
on the interest accrued on the Convertible Notes through that date.
E. The Company also has outstanding as of September 30, 2005 common
stock purchase warrants (the "Warrants") to purchase an aggregate of 70,761,185
shares of Common Stock at an excise price of $0.75 per share, subject to
anti-dilution adjustment.
THE RECAPITALIZATION PLAN
F. In order to simplify and clarify its equity capital structure, the
Company is seeking to eliminate and reduce the amount of derivative securities
it has outstanding by taking the following steps.
G. On October 6, 2005 the Company entered into agreements with Xxxxxxx
X. Xxxxxxxxxx, Northgate, L.L.C., Hub, Inc., Xxxxxxx X. Xxxxxxxxxx XXX, and the
Xxxxxxx X. Xxxxxxxxxx Irrevocable Trust dated 10/10/92 for the benefit of Piper
Xxxxxx Xxxxxxxxxx, which persons and entities are herein collectively referred
to as the "Xxxxxxxxxx Family Entities," and with St. Xxxxx Capital Partners,
L.P. and SJMB, L.P. (herein SJMB, L.P. and St. Xxxxx Capital Partners, L.P. are
collectively referred to as the St. Xxxxx Partnerships") whereby:
(i) the Xxxxxxxxxx Family Entities and the St. Xxxxx Partnerships, as
the holders of Warrants representing the right to purchase an
aggregate of 52,693,685 shares of Common Stock, agreed to either
(x) sell their Warrants to the Company, or (y) exchange their
Warrants for shares of Common Stock at the ratio of one Exchange
Share for each three Warrants, which exchange was completed with
the Xxxxxxxxxx Family Entities on October 6, 2005 (as used herein,
the term "Exchange Shares" includes the shares of Common Stock
issued in exchange for Warrants ),
(ii) the Xxxxxxxxxx Family Entities and the St. Xxxxx Partnerships, as
the holders of $37,388,777 principal amount and accrued interest
(as of September 30, 2005) of Convertible Notes, agreed to convert
the principal of and all accrued interest on their Convertible
Notes into shares of Common Stock (as used herein, the term
"Conversion Shares" includes the shares of Common Stock issued on
conversion of Convertible Notes),
(iii) the Xxxxxxxxxx Family Entities and the St. Xxxxx Partnerships
agreed to sell to the Company, at the closing of an underwritten
public offering of the Company's shares, the Conversion Shares,
the Exchange Shares, the Warrants and an additional 5,017,481
shares of Common Stock at a per share price, or in the case of the
Warrants sold to the Company, for each three Warrants sold, equal
to the net price per share received by the Company for its shares
in the underwritten public offering, and
(iv) with respect to the Warrants to be sold to the Company, the
Warrants are to be sold by the St. Xxxxx Partnerships at the time
of the closing of the underwritten offering and if such offering
does not occur on or before June 30, 2006, those Warrants will
then be exchanged for Exchange Shares at the ratio of one Exchange
Shares for each three (3) Warrants.
H. The Holder is the holder of Warrants (the "Holder Warrants") and the
Company desires that the Holder exchange the Holder Warrants for shares of
Common Stock at the exchange ratio of one (1) Exchange Share for each three (3)
Holder Warrants.
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I. The Holder desires to exchange the Holder Warrants for Exchange
Shares on the terms set forth herein
J. The Company desires to effect this issuance of its shares of Common
Stock as exempt transactions under Section 3 (a) (9) of the Securities Act.
K. Promptly after expiration of the Exchange Period (as hereinafter
defined), the Company is undertaking to make an underwritten public offering of
shares of its Common Stock. In accordance with the terms of a Registration
Rights Agreement dated December 17, 1999 (the "Registration Rights Agreement")
between the Company and the Holder, and other holders of Convertible Notes and
Warrants, the Company must afford to the Holder the opportunity to include in
that registration statement for sale to the underwriters in the underwritten
public offering the Holder's Conversion Shares and, by amendment of that
agreement, the Exchange Shares to be received by the Holder in exchange for its
Warrants.
L. This proposal made by the Company to the Holder is available for
acceptance by Holder by following the procedures set forth in subparagraphs
1.1.2, hereof and as described on Appendix A hereto, through 6:00 PM, Central
Time, on November 7, 2005. Herein, such period of time through November 7, 2005,
is referred to as the "Exchange Period."
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the
mutual agreements, covenants, representations and warranties contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, each intending to be legally
bound, hereby agree as follows:
Certain terms used herein as defined terms are defined in
Article V hereof, unless the context should otherwise require.
ARTICLE I
THE WARRANT EXCHANGE
1.1. Exchange by Holder of Warrants for Shares of Common Stock.
1.1.1. Subject to the terms and conditions of this
Agreement, the Holder herewith transfers and assigns
to the Company the Holder Warrants in exchange for
shares of the Common Stock of the Company at the
exchange rate of three (3) Warrants for each one (1)
share of Common Stock.
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1.1.2. In order to consummate the foregoing transaction,
upon execution of this Agreement, the Holder shall
deliver to the Company, at its address set forth in
subparagraph 4.3 hereof, (i) this Agreement in
duplicate executed on the Signature Page hereof, (ii)
the original executed Holder Warrants, and (iii) the
executed warrant assignment attached hereto as
Addendum A (the "Warrant Assignment").
1.1.3. Promptly upon receipt by the Company, but no sooner
than the expiration of the Exchange Period, of (i)
the execution copies of this Agreement bearing
Holder's signature and (ii) the original executed
Holder Warrants and executed Warrant Assignment, the
Company shall deliver to the Holder (A) an execution
copy of this Agreement signed on behalf of the
Company and, (B) a certificate for the number of
Exchange Shares which the Holder is entitled to
receive pursuant to the terms of this Agreement.
1.2 Treatment of Fractional Shares. The Company shall not be required
to issue fractional shares of Common Stock in exchange for the Holder Warrants.
If more than one Holder Warrant shall be presented for exchange by the Holder,
the number of full shares of Common Stock which shall be issuable upon such
exchange shall be computed on the basis of the aggregate number of whole shares
of Common Stock issuable in exchange for the Holder Warrants so presented. If
any fraction of a share of Common Stock would, except for the provisions of this
paragraph, be issuable in exchange for Holder Warrants, the Company shall pay to
the Holder an amount in cash calculated by it to be equal to the closing market
price of one share of Common Stock on the last Business Day of the Exchange
Period multiplied by such fraction computed to the nearest whole cent.
1.3 Effect of this Agreement. This Agreement for the exchange of the
Holder's Warrants for Exchange Shares shall be binding upon the parties hereto
upon return to and execution by the Company at the expiration of the Exchange
Period and upon such execution of this Agreement by both parties neither party
shall have the right to terminate, revoke or rescind its agreements herein or
the exchange of Holder's Warrants for Exchange Shares. Such exchange shall be an
unconditional completed transaction irrespective of whether or not the
underwritten public offering is completed.
1.4 Resale Restrictions on Exchange Shares. Holder understands,
covenants and agrees that the Exchange Shares issued shall have such
restrictions on the resale of those shares as are required under the Securities
Act. In effecting resales of such Exchange Shares, such shares will be deemed to
be "restricted securities" as defined under Rule 144 and, unless such offer and
resale has been registered under the Securities Act, the resale will be subject
to the restrictions and limitations of Rule 144. Holder agrees that a legend may
be affixed to the certificate for the Exchange Shares issued to Holder and stop
transfer instructions can be placed against the transfer of the Exchange Shares
in accordance with the foregoing.
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ARTICLE II
REGISTRATION RIGHTS AGREEMENT
2.1 Amendment of Registration Rights Agreement. The Company and the
Holder are parties to the Registration Rights Agreement. The Company and the
Holder agree that Section 1.3 of the Registration Rights Agreement, which
section defines the Company's securities the holders of which are entitled to
the rights and benefits of the Registration Rights Agreement, is amended by this
Agreement to add subsection (ii) thereto, change the number of existing
subsection (ii) to (iii), and include references to Exchange Shares in
subsections (ii) and (iii) and to read as follows:
"1.3 "Registrable Securities" shall mean (i) the
Shares; (ii) the Exchange Shares under the terms of
the Recapitalization Agreement between the Company
and the Purchaser, and (iii) any Common Stock issued
or issuable at any time or from time to time in
respect of the Shares or Exchange Shares upon a stock
split, stock dividend, recapitalization or other
similar event involving the Company until such Common
Stock is sold pursuant to a Registration Statement or
the exemption from registration under Rule 144(k) (or
successor Rule) under the Securities Act is available
with respect to the Shares or Exchange Shares."
For clarification, it is understood that references to the "Purchaser" in the
Registration Rights Agreement refers to the Holder in this Agreement and the
Recapitalization Agreement referred to refers to this Agreement.
2.2 Piggyback Registration. Pursuant to paragraph 2.2.1 of the
Registration Rights Agreement, the Company has given written notice to the
Holder of its determination to register its securities and Holder acknowledges
receipt of written notice thereof. The Company and Holder agree that,
notwithstanding anything otherwise contained in the Registration Rights
Agreement, the Holder shall have until 6:00 PM Central Time on the last day of
the Exchange Period to request the inclusion of its Exchange Shares and
Conversion Shares in such registration statement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.1. Company Representations and Warranties. The Company represents
and warrants to the Holder as of the date hereof as set forth below:
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(a) The Company is duly organized and in good standing under
the laws of the State of Delaware. The Company has all
corporate power and authority to execute and deliver this
Agreement and to perform its obligations hereunder. The
execution, delivery and performance of this Agreement has been
duly and validly authorized by the board of directors of the
Company and no other corporate proceedings on the part of the
Company are necessary to authorize or consummate this
Agreement. This Agreement has been duly and validly executed
and delivered by the Company, and (assuming the due
authorization, execution and delivery hereof by the Holder)
constitutes the legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with
its terms, except as may be limited by bankruptcy, insolvency,
moratorium, reorganization or similar laws affecting the
rights of creditors generally and of general principles of
equity.
(b) The execution, delivery and performance by the Company of
this Agreement does not and will not contravene, conflict
with, constitute a violation or breach of, (i) the
organizational documents of the Company, (ii) any laws binding
upon or applicable to the Company or by which any of its
assets or properties is bound or (iii) any material contract
to which the Company is a party or by which any of its assets
or properties is bound.
(c) The Exchange Shares issued to the Holder pursuant hereto
are duly authorized and validly issued, fully paid and
non-assessable.
3.2. Holder's Representations and Warranties. The Holder represents and
warrants to the Company as of the date hereof as set forth below:
(a) If the Holder is other than a natural person:
(i) the Holder is an entity duly organized, validly
existing and in good standing under the laws of the
jurisdiction under which it was organized and has all
requisite power and authority to execute and deliver this
Agreement and to perform its obligations hereunder. The
execution, delivery and performance of this Agreement has been
duly and validly authorized by the governing body, if any, of
the Holder and no other proceedings on the part of the Holder
are necessary to authorize or consummate this Agreement. This
Agreement has been duly and validly executed and delivered by
the Holder, and (assuming the due authorization, execution and
delivery hereof by the Company) constitutes the legal, valid
and binding obligation of the Holder, enforceable against the
Holder in accordance with its terms, except as may be limited
by bankruptcy, insolvency, moratorium, reorganization or
similar laws affecting the rights of creditors generally and
of general principles of equity.
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(ii) The execution, delivery and performance by the
Holder of this Agreement does not and will not contravene,
conflict with, constitute a violation or breach of, constitute
(with or without notice or lapse of time or both) a default
under, result in or give to any person any right of payment or
reimbursement, termination, cancellation, modification or
acceleration, loss of a material benefit under or result in
the creation or imposition of any lien upon or create in any
other person any claim against any of the Holder Warrants, or
shares of Common Stock issued or issuable to Holder under the
terms of this Agreement, under any of the terms, conditions or
provisions of (i) the organizational documents of the Holder,
(ii) any laws binding upon or applicable to the Holder or by
which any of its assets or properties is bound or (iii) any
material contract to which the Holder is a party or by which
any of its assets or properties is bound.
(b) If the Holder is a natural person:
(i) The Holder has the legal capacity to execute,
deliver and perform the terms of this Agreement and no other
consents or other proceedings on the part of the Holder are
necessary to authorize the execution, delivery or performance
of this Agreement or consummate this Agreement. This Agreement
has been duly and validly executed and delivered by the
Holder, and (assuming the due authorization, execution and
delivery hereof by the Company) constitutes the legal, valid
and binding obligation of the Holder, enforceable against the
Holder in accordance with its terms, except as may be limited
by bankruptcy, insolvency, moratorium, reorganization or
similar laws affecting the rights of creditors generally and
of general principles of equity.
(ii) The execution, delivery and performance by the
Holder of this Agreement does not and will not contravene,
conflict with, constitute a violation or breach of, constitute
(with or without notice or lapse of time or both) a default
under, result in or give to any person any right of payment or
reimbursement, termination, cancellation, modification or
acceleration, loss of a material benefit under or result in
the creation or imposition of any lien upon or create in any
other person any claim against any of the Holder Notes or
Holder Warrants, or shares of Common Stock issued or issuable
to Holder under the terms of this Agreement, under any of the
terms, conditions or provisions of (i) any laws binding upon
or applicable to the Holder or by which any of his or her
assets or properties is bound or (ii) any material contract to
which the Holder is a party or by which any of its assets or
properties is bound.
(c) No consent, waiver, approval or action of, filing with or
notice to any governmental entity or third party is necessary
or required under any of the terms, conditions or provisions
of any law or any contract to which the Holder is a party or
by which any of its assets or properties is bound for the
execution, delivery and performance by the Holder of this
Agreement.
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(d) The Holder is the record and beneficial owner of the
Holder Warrants adjacent to the Holder's name on the Holders'
Signature Page hereof, free and clear of any liens, claims,
rights of others or encumbrances.
(e) The sale and transfer of the Holder Warrants to the
Company is free and clear of all liens, claims, rights of
others and encumbrances.
ARTICLE IV
GENERAL
4.1 Governing Law. This Agreement shall be governed in all respects by
the laws of the State of Delaware.
4.2 Entire Agreement; Amendment. This Agreement constitutes the full
and entire understanding and agreement between the parties with regard to the
subject hereof. This Agreement, or any provision hereof, may be amended, waived,
discharged or terminated only upon the written agreement of the parties hereto.
4.3 Notices, etc. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by registered or
certified mail, postage prepaid, or otherwise delivered by hand or by messenger
including Federal Express or similar courier service, addressed:
If to the Holder, at the address set forth on the Holders'
Signature Page or at such other address as the Holder shall have furnished to
the Company in writing;
If to the Company:
Black Warrior Wireline Corp.
000 Xxxxxxxxx,
Xxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx, President
or a such other address as the Company shall have furnished to the Holder. Each
such notice or other communication shall, for all purposes of this Agreement, be
treated as effective upon receipt.
4.4 Delays or Omissions. Except as expressly provided herein, no delay
or omission to exercise any right, power or remedy accruing to any party to this
Agreement shall impair any such right, power or remedy of such party nor shall
it be construed to be a waiver of any such breach or default, or an acquiescence
therein, or of or in any similar breach or default thereafter occurring; nor
shall any waiver of any single breach or default be deemed a waiver of any other
breach or default theretofore or thereafter occurring. Any waiver, permit,
consent or approval of any kind or character on the part of any party of any
breach or default under this Agreement, or any waiver on the part of any party
of any provisions or conditions of this Agreement, must be in writing and shall
be effective only to the extent specifically set forth in such writing. All
remedies, either under this Agreement or by law or otherwise afforded to any
party to this Agreement, shall be cumulative and not alternative.
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4.5 Counterparts. This Agreement may be executed in separate
counterparts each of which shall constitute one agreement and shall be binding
on the parties.
4.6 Severability. In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision.
4.7 Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not considered in construing or
interpreting this Agreement.
4.8 Enforcement of Agreement. Holder acknowledges and agrees that the
Company could by damaged irreparably if any of the provisions of this Agreement
are not performed in accordance with their specific terms. Accordingly, the
Holder agrees that, (i) it will waive, in any action for specific performance,
the defense of adequacy of a remedy at law, and (ii) in addition to any other
right or remedy to which the Company may be entitled, at law or in equity, the
Company will be entitled to enforce any provision of this Agreement by a decree
of specific performance and to temporary, preliminary and permanent injunctive
relief to prevent breaches or threatened breaches of any of the provisions of
this Agreement, without posting any bond or other undertaking.
4.9 Binding on Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, administrators, successors and assigns. No party may assign,
delegate or otherwise transfer any of its rights or obligations under this
Agreement without the consent of the other party hereto. Any purported
assignment in violation hereof shall be null and void.
4.10 Holder's Acknowledgement. The Holder acknowledges that the Company
now possesses and may hereafter possess certain non-public information
concerning the Company and its prospects and proposed transactions beyond the
transactions contemplated in this Agreement that may or may not be independently
known to the Holder (the "Company Non-Public Information") which information may
constitute material information. The Holder agrees to the terms and conditions
of this Agreement notwithstanding that it is aware that Company Non-Public
Information may exist and that the Company has not disclosed any Company
Non-Public Information to Holder or, if such information has been disclosed, it
has been disclosed under the terms of a confidentiality agreement. The Holder
acknowledges that it is a sophisticated investor and is acting independently
with respect to the transactions set forth in this Agreement and that the
Company has no obligations to the Holder to disclose such Company Non-Public
Information and it has no fiduciary obligations to the Holder. Additionally, the
Holder acknowledges that it has adequate information concerning the transactions
contemplated in this Agreement, and the business and financial condition of the
Company and its prospects, to make an informed decision regarding entering into
this Agreement, and it has done so independently and without reliance upon the
Company and, based upon such information as the Holder has deemed appropriate,
made its own analysis and decision to enter into this Agreement with the
Company. Holder may elect to sell its Conversion Shares and Exchange Shares in
the proposed underwritten public offering in accordance with the terms of the
Registration Rights Agreement. Holder understands and acknowledges that the
market value of the Company's shares of Common Stock after the Closing Time of
the Underwritten Offering may exceed the price realized by the Holder out of the
Net Proceeds of the Underwritten Offering.
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ARTICLE V
DEFINITIONS
"AGREEMENT" is defined in the first paragraph of this Agreement.
"BUSINESS DAY" means any day that is not a Saturday, a Sunday or a day
on which banks are required or permitted to be closed in the State of
Mississippi.
"COMMON STOCK" is defined in paragraph A of this Agreement.
"COMPANY" is defined in the first paragraph of this Agreement.
"COMPANY NON-PUBLIC INFORMATION" is defined in the paragraph 4.10 of
this Agreement.
"CONVERSION SHARES" is defined in paragraph G(ii) of this Agreement.
"CONVERTIBLE NOTES" is defined in paragraph C of this Agreement.
"EXCHANGE PERIOD" is defined in paragraph L of this Agreement.
"EXCHANGE SHARES" is defined in paragraph G(i) of this Agreement.
"HOLDER" is defined in the first paragraph of this Agreement.
"HOLDER WARRANTS" is defined in paragraph H of this Agreement.
"REGISTRATION RIGHTS AGREEMENT" is defined in paragraph K of this
Agreement.
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"WARRANTS" is defined in paragraph E of this Agreement.
"WARRANT ASSIGNMENT" is defined in paragraph 1.1.2 of this Agreement.
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SIGNATURE PAGE
In Witness Whereof, the Company has executed this Recapitalization
Agreement this ________ day of ___________-, 2005.
COMPANY BLACK WARRIOR WIRELINE CORP.
By _________________________________
Xxxxxxx X. Xxxxxxx, President
In Witness Whereof, the Holder has executed this Recapitalization
Agreement this ________ day of ____________, 2005.
HOLDER ________________________
________________________
Printed name
HOLDER'S WARRANTS:
1. (a) Number of
Warrants is ____________________________
(b) ELECTION AND REQUEST TO SELL CONVERSION SHARES AND EXCHANGE
SHARES IN UNDERWRITTEN PUBLIC OFFERING IN ACCORDANCE WITH THE
TERMS OF THE REGISTRATION RIGHTS AGREEMENT: The above named
Holder (CHECK ONE OF THE FOLLOWING):
[ ] elects to sell
[ ] declines to sell
the Conversion Shares and Exchange Shares in the underwritten
public offering.
FAILURE TO MAKE AN ELECTION WILL BE TREATED AS YOUR ELECTION TO NOT INCLUDE
YOUR CONVERSION SHARES AND EXCHANGE SHARES IN THE UNDERWRITTEN OFFERING.
HOLDER'S ADDRESS IS: ______________________________
______________________________
______________________________
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APPENDIX A
PROCEDURES TO EXECUTE AND RETURN RECAPITALIZATION AGREEMENT
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INSTRUCTIONS TO ACCEPT THIS PROPOSAL
To accept this proposal, you should do the following before 6 PM Central Time
on November 7, 2005:
[ ] Sign the duplicate copies of the enclosed Recapitalization Agreement.
Make the election and request on the Signature Page to the Agreement
whether or not your Conversion Shares and Exchange Shares are to be
included in the registration statement intended to be filed by the
Company with respect to an underwritten public offering of its shares of
Common Stock.
[ ] Sign the enclosed Warrant Assignment, whereby you transfer your
Warrants to us in exchange for shares of Common Stock on a ratio of three
(3) Warrants for each Exchange Share.
[ ] Send to us at Black Warrior Wireline Corp., 000 Xxxxxxxxx, Xxxxxxxx, XX
00000, Attn: Xxxxxx Xxxxx by reputable overnight delivery service (e.g.
Federal Express) the following:
1. the signed Recapitalization Agreements (in duplicate), with the Election
and Request completed,
2. your original Warrants that are signed on behalf of Black Warrior, and
3. the signed Warrant Assignment.
--------------------------------------------------------------------------------
We will, when we receive the above properly completed and signed documents
from you, do the following:
[ ] Sign both the Recapitalization Agreements and promptly, after the
expiration of the Exchange Period, return one fully executed agreement
to you at the address specified on the Holders' Signature Page,
[ ] Send to you the certificates for the Exchange Shares you are entitled to
receive, and
[ ] Send you payment for any fractional interest in Exchange Shares due you
upon exchange of your Warrants.
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ADDENDUM A
WARRANT ASSIGNMENT
For value received, ___________________________, hereby sells,
assigns, and transfers unto Black Warrior Wireline Corp., in accordance with the
terms of the Recapitalization Agreement between the Company and the undersigned,
the within Warrants, together with all right, title and interest therein, and
does hereby irrevocably constitute and appoint Xxxxxx Xxxxxxx attorney, to
transfer such Warrants on the books of the Company, with full power of
substitution.
Number of Warrants covered by this assignment:
----------------
WITNESS: HOLDER:
_________________________ By:
-----------------------------
Date: ,2005
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