Exhibit 10.2
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO AVENTURA HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
Right to Purchase 2,528,443,528 shares of Common Stock of Aventura
Holdings, Inc. (subject to adjustment as provided herein)
CLASS A COMMON STOCK PURCHASE WARRANT
No. 2006-001 Issue Date: May 16, 2006
Aventura Holdings, Inc., a Florida corporation (the "Company"), hereby
certifies that, for value received, Xxxxxxx Holdings, LLC, a Michigan Limited
Liability Company, its successors and assigns, (the "Holder"), is entitled,
subject to the terms set forth below, to purchase from the Company at any time
and from time to time after the Issue Date set forth above ("Issue Date"), until
5:00 p.m., E.S.T on the first anniversary of the Issue Date (the "Expiration
Date"), the greater of: (a) 2,528,443,528 shares of fully paid and
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nonassessable shares of the Common Stock of the Company, or (b) that number of
shares of Common Stock of the Company as shall be required for the Holder to
obtain, when combined with other shares of Common Stock of the Company then
cumulatively held by the Holder, at least fifty-one (51%) of the total
fully-diluted (after giving effect to the full exercise of all outstanding
options, warrants and convertible securities) shares of Common Stock outstanding
of the Company on the date this Warrant is fully exercised by Holder (in either
case, the "Number of Shares Offered"), at a per share purchase price equal to
"Fair Market Value," (as defined in paragraph 1.4. below). The aforedescribed
purchase price per share, as adjusted from time to time as herein provided, is
referred to herein as the "Purchase Price." The number and character of such
shares of Common Stock and the Purchase Price are subject to adjustment as
provided herein. Capitalized terms used and not otherwise defined herein shall
have the meanings set forth in that certain Securities Purchase Agreement (the
"Securities Purchase Agreement"), dated as of even date herewith, entered into
by the Company, Xxxxxxx Apple, as Trustee for the Xxxxx Xxxxx Irrevocable Trust
UTD March 29, 2004, Ohio Funding Group, Inc., a Michigan corporation ("Ohio
Funding") and the Holder.
As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:
(a) The term "Company" shall include Aventura Holdings, Inc. and any
corporation or legal entity which, with the Holder's prior written consent,
shall succeed to and assume the obligations of Aventura Holdings, Inc.
hereunder.
(b) The term "Common Stock" includes (a) the Company's Common Stock, $.0001
par value per share, as authorized on the Issue Date, and (b) any Other
Securities into which or for which any of the securities described in this
Warrant (a) may be converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or otherwise.
(c) The term "Other Securities" refers to any stock (other than Common
Stock) and other securities of the Company or any other person (corporate or
otherwise) which the holder of this Warrant at any time shall be entitled to
receive, or shall have received, on the exercise of this Warrant, in lieu of or
in addition to Common Stock, or which at any time shall be issuable or shall
have been issued in exchange for or in replacement of Common Stock or Other
Securities pursuant to Section 5 or otherwise.
1. Exercise of Warrant.
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1.1. Number of Shares Issuable upon Exercise. From and after the Issue
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Date through and including the Expiration Date ("Exercise Period"), the Holder
hereof shall be entitled to receive, upon exercise of this Warrant pursuant to
notice given by Holder prior to the Expiration Date, in whole in accordance with
the terms of subsection 1.2 or upon exercise of this Warrant in part in
accordance with subsection 1.3, the number of shares of Common Stock of the
Company up to the Number of Shares Offered identified in the notice of exercise
by the Holder, subject to increase pursuant to Section 3.5 and subject to
adjustment pursuant to further Section 4.
1.2. Full Exercise. This Warrant may be exercised in full upon written
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notice by the Holder to the Company hereof and by delivery of an original or
facsimile copy of the form of subscription attached as Exhibit A hereto (the
"Subscription Form") duly executed by such Holder and surrender of the original
Warrant within thirty (30) days of exercise, to the Company at its principal
office or at the office of its Warrant Agent (as provided hereinafter),
accompanied by payment in the amount obtained by multiplying the number of
shares of Common Stock for which this Warrant is then exercisable by the
Purchase Price then in effect.
1.3. Partial Exercise. This Warrant may be exercised in part (but not for a
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fractional share) upon written notice by the Holder to the Company and by
surrender of this Warrant in the manner and at the place provided in subsection
1.2 except that the amount payable by the Holder on such partial exercise shall
be the amount obtained by multiplying (a) the number of whole shares of Common
Stock designated by the Holder in the Subscription Form by (b) the Purchase
Price then in effect. On any such partial exercise, the Company, at its
expense, will forthwith issue and deliver to or upon the order of the Holder
hereof a new Warrant of like tenor, in the name of the Holder hereof or as such
Holder (upon payment by such Holder of any applicable transfer taxes) may
request, the whole number of shares of Common Stock for which such Warrant may
still be exercised.
1.4. Fair Market Value. Fair Market Value of a share of Common Stock
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shall mean that price being the average of the closing bid and ask prices on
February 15, 2006 (the date on which the parties established the terms of the
transaction of which delivery of this Warrant is a component) agreed to be
$.0005.
1.5. Company Acknowledgment. The Company will, at the time of the
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exercise of this Warrant, upon the request of the Holder hereof acknowledge in
writing its continuing obligation to afford to such Holder any rights to which
such Holder shall continue to be entitled after such exercise in accordance with
the provisions of this Warrant and the Securities Purchase Agreement. If the
Holder shall fail to make any such request, such failure shall not affect the
continuing obligation of the Company to afford to such Holder any such rights.
1.6. Trustee for Warrant Holders. In the event that a bank or trust company
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shall have been appointed as trustee for the Holder of this Warrant pursuant to
Subsection 3.2, such bank or trust company shall have all the powers and duties
of a warrant agent (as hereinafter described) and shall accept, in its own name
for the account of the Company or such successor person as may be entitled
thereto, all amounts otherwise payable to the Company or such successor, as the
case may be, on exercise of this Warrant pursuant to this Section 1.
1.7 Delivery of Stock Certificates, etc. on Exercise. The Company
-------------------------------------------------
agrees that the shares of Common Stock purchased upon exercise of this Warrant
shall be deemed to be issued to the Holder hereof as the record owner of such
shares as of the close of business on the date on which this Warrant shall have
been surrendered and payment made for such shares as aforesaid. As soon as
practicable after the exercise of this Warrant in full or in part, and in any
event within three (3) business days thereafter, the Company at its expense
(including the payment by it of any applicable issue taxes) will cause to be
issued in the name of and delivered to the Holder hereof, or as such Holder
(upon payment by such Holder of any applicable transfer taxes) may direct in
compliance with applicable securities laws, a certificate or certificates for
the number of duly and validly issued, fully paid and nonassessable shares of
Common Stock (or Other Securities) to which such Holder shall be entitled on
such exercise, plus, in lieu of any fractional share to which such Holder would
otherwise be entitled, cash equal to such fraction multiplied by the then Fair
Market Value of one full share of Common Stock, together with any other stock or
other securities and property (including cash, where applicable) to which such
Holder is entitled upon such exercise pursuant to Section 1 or otherwise.
1.8 Termination upon Holders' Majority Position. The rights granted
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hereunder are based upon an negotiated right of the Holder to acquire, through
the purchase of Common Stock, a majority of the Common Stock of the Company.
The calculations and Number of Shares Offered are predicated upon the Holder
acquiring such majority. In the event, at any time, through exercise of this
Warrant or otherwise, including but not limited to the acquisition of Common
Stock from any other source or the cancellation of shares of Common Stock held
by any parties other than the Holder, the Holder shall hold, in their name, in
the name of affiliates or in the name of any successor or assignee of any of the
Holder, a majority of the shares of Common Stock then outstanding, this Warrant
shall immediately terminate and be of no further force or effect and, by notice
from the Company to the Holder then known to the Company, shall be declared null
and void. No additional consideration shall be paid upon the cancellation or
termination of this Warrant.
2. Cashless Exercise. This Warrant may be exercised in whole or in part for
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non-cash consideration as mutually agreed upon by the Holder and the Company.
3. Adjustment for Reorganization, Consolidation, Merger, etc.
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3.1. Reorganization, Consolidation, Merger, etc. In case at any time
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or from time to time, the Company shall (a) effect a reorganization, (b)
consolidate with or merge into any other person or (c) transfer all or
substantially all of its properties or assets to any other person under any plan
or arrangement contemplating the dissolution of the Company, then, in each such
case, as a condition to the consummation of such a transaction, proper and
adequate provision shall be made by the Company whereby the Holder of this
Warrant, on the exercise hereof as provided in Section 1, at any time after the
consummation of such reorganization, consolidation or merger or the effective
date of such dissolution, as the case may be, shall receive, in lieu of the
Common Stock (or Other Securities) issuable on such exercise prior to such
consummation or such effective date, the stock and other securities and property
(including cash) to which such Holder would have been entitled upon such
consummation or in connection with such dissolution, as the case may be, if such
Holder had so exercised this Warrant, immediately prior thereto, all subject to
further adjustment thereafter as provided in Section 4.
3.2. Dissolution. In the event of any dissolution of the Company following
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the transfer of all or substantially all of its properties or assets, the
Company, prior to such dissolution, shall at its expense deliver or cause to be
delivered the stock and other securities and property (including cash, where
applicable) receivable by the Holder of this Warrant after the effective date of
such dissolution pursuant to this Section 3 to a bank or trust company (a
"Trustee") having its principal office in Dade County, Florida, as trustee for
the Holder of this Warrant.
3.3. Continuation of Terms. Upon any reorganization, consolidation, merger
----------------------
or transfer (and any dissolution following any transfer) referred to in this
Section 3, this Warrant shall continue in full force and effect and the terms
hereof shall be applicable to the Other Securities and property receivable on
the exercise of this Warrant after the consummation of such reorganization,
consolidation or merger or the effective date of dissolution following any such
transfer, as the case may be, and shall be binding upon the issuer of any Other
Securities, including, in the case of any such transfer, the person acquiring
all or substantially all of the properties or assets of the Company, whether or
not such person shall have expressly assumed the terms of this Warrant as
provided in Section 4. In the event this Warrant does not continue in full
force and effect after the consummation of the transaction described in this
Section 3, then only in such event will the Company's securities and property
(including cash, where applicable) receivable by the Holder of this Warrant be
delivered to the Trustee as contemplated by Section 3.2.
3.4 Share Issuance. Until the Expiration Date, if the Company shall
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issue any Common Stock except for the permitted Issuances (as defined in the
Securities Purchase Agreement), prior to the complete exercise of this Warrant
for a consideration less than the Purchase Price that would be in effect at the
time of such issue, then, and thereafter successively upon each such issue, the
Purchase Price shall be reduced on a "full ratchet", dollar for dollar basis to
such other lower issue price. For purposes of this adjustment, the issuance of
any security or debt instrument of the Company carrying the right to convert
such security or debt instrument into Common Stock or of any warrant, right or
option to purchase Common Stock shall result in an adjustment to the Purchase
Price upon the issuance of the above-described security, debt instrument,
warrant, right, or option and again at any time upon any subsequent issuances of
shares of Common Stock upon exercise of such conversion or purchase rights if
such issuance is at a price lower than the Purchase Price in effect upon such
issuance. The reduction of the Purchase Price described in this Section 3.4 is
in addition to the other rights of the Holder described herein and the
Securities Purchase Agreement.
3.5 Right of First Refusal. In the event that the Company desires to sell
------------------------
any of its Common Stock for any consideration to any parties other than the
Holder (collectively, "Third Party Offerees"), the Company shall first give the
Holder written notice of such sale at least fifteen (15) days prior to the date
for delivery for such shares of Common Stock being offered and the Holder shall
have the right to purchase such shares of Common Stock then offered at the lower
of the Purchase Price or the price offered to such Third Party Offerees, which
purchase shall be in the same manner, as to payment and other terms, as were
offered to such Third Party Offerees. Any such purchase by the Holder shall not
be considered an exercise of this Warrant in whole or in part and shall be
considered a separate right granted by the Company to the Holder hereunder in
effect during the Exercise Period. In the event that the Holder does not
exercise the right of first refusal specified herein, the Number of Shares
Offered shall be automatically increased, without payment of additional
consideration by the Holder, by the number of shares sold to such Third Party
Offerees.
4. Extraordinary Events Regarding Common Stock. In the event that the
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Company shall (a) issue additional shares of the Common Stock as a dividend or
other distribution on outstanding Common Stock, (b) subdivide its outstanding
shares of Common Stock, or (c) combine its outstanding shares of the Common
Stock into a smaller number of shares of the Common Stock, then, in each such
event, the Purchase Price shall, simultaneously with the happening of such
event, be adjusted by multiplying the then Purchase Price by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common Stock outstanding immediately after such event, and the
product so obtained shall thereafter be the Purchase Price then in effect. The
Purchase Price, as so adjusted, shall be readjusted in the same manner upon the
happening of any successive event or events described herein in this Section 4.
The number of shares of Common Stock that the Holder of this Warrant shall
thereafter, on the exercise hereof as provided in Section 1, be entitled to
receive shall be adjusted to a number determined by multiplying the number of
shares of Common Stock that would otherwise (but for the provisions of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is the Purchase Price that would otherwise (but for the provisions of this
Section 4) be in effect, and (b) the denominator is the Purchase Price in effect
on the date of such exercise.
5. Certificate as to Adjustments. In each case of any adjustment or
--------------------------------
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of this Warrant, the Company at its expense will promptly cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or readjustment in accordance with the terms of this Warrant and prepare a
certificate setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment or readjustment is based, including a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold, (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding, and (c) the Purchase Price
and the number of shares of Common Stock to be received upon exercise of this
Warrant, in effect immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant. The Company will forthwith
mail a copy of each such certificate to the Holder of this Warrant and any
Warrant Agent of the Company (appointed pursuant to Section 11 hereof).
6. Reservation of Stock, etc. Issuable on Exercise of Warrant; Financial
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Statements. The Company will at all times reserve and keep available, solely
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for issuance and delivery on the exercise of this Warrant, all shares of Common
Stock (or Other Securities) from time to time issuable upon the exercise of this
Warrant. This Warrant entitles the Holder hereof to receive copies of all
financial and other information distributed or required to be distributed to the
shareholders of the Company.
7. Assignment; Exchange of Warrant. Subject to compliance with applicable
---------------------------------
securities laws, this Warrant, and the rights evidenced hereby, may be
transferred by any registered holder hereof (a "Transferor"). On the surrender
for exchange of this Warrant, with the Transferor's endorsement in the form of
Exhibit B attached hereto (the "Transferor Endorsement Form") and together with
an opinion of counsel reasonably satisfactory to the Company that the transfer
of this Warrant will be in compliance with applicable securities laws, the
Company at its expense, twice, only, but with payment by the Transferor of any
applicable transfer taxes, will issue and deliver to or on the order of the
Transferor thereof a new Warrant or Warrants of like tenor, in the name of the
Transferor and/or the transferee(s) specified in such Transferor Endorsement
Form (each a "Transferee"), calling in the aggregate on the face or faces
thereof for the number of shares of Common Stock called for on the face or faces
of this Warrant so surrendered by the Transferor. No such transfers shall
result in a public distribution of this Warrant.
8. Replacement of Warrant. On receipt of evidence reasonably satisfactory
------------------------
to the Company of the loss, theft, destruction or mutilation of this Warrant
and, in the case of any such loss, theft or destruction of this Warrant, on
delivery of an indemnity agreement or security reasonably satisfactory in form
and amount to the Company or, in the case of any such mutilation, on surrender
and cancellation of this Warrant, the Company at its expense, twice only, will
execute and deliver, in lieu thereof, a new Warrant of like tenor.
9. Registration Rights. As further inducement to the Holder to accept this
--------------------
Warrant, the Holder has been granted certain registration rights by the Company
with respect to all shares of Common Stock to be acquired by the Holder pursuant
to the exercise of this Warrant and the transactions contemplated by the
Securities Purchase Agreement. These registration rights are set forth in the
Registration Rights Agreement executed as of even date herewith. The terms of
the Registration Rights Agreement are incorporated herein by this reference.
10. Lock-Up Agreement. As further inducement to the Holder to accept
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this Warrant, the Company shall cause Xxxxxxx Apple and Xxxxx Xxxxxxx, as
trustee and beneficiary respectively, of the Xxxxx Xxxxx Irrevocable Trust UTD
March 29, 2004, (the "Stockholder"), to agree, pursuant to a Lock-Up Agreement
of even date herewith, that, without the prior written consent of the Holder,
during the Exercise Period, the Stockholder will not directly or indirectly
transfer any of the shares of the Common Stock held by the Stockholder. The
terms of the Lock-Up Agreement are incorporated herein by this reference.
11. Voting. During the Exercise Period, the Holder, or its successor
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or assignee, shall have the sole and exclusive power to vote, in person or by
proxy, the shares of Common Stock of the Company standing in the name of the
Stockholder. The Holder shall have the power to vote such shares at all regular
and special meetings of the shareholders of the Company and may vote for, do,
assent or consent to any act or proceeding which the shareholders of the Company
might or could vote for, do, assent or consent to and shall have all the voting
privileges of a shareholder of the Company. With respect to any matter calling
for the exercise of such voting rights, the Holder shall consult and confer with
the Stockholder, provided, however, the voting authority of the Holder shall be
exercised by the Holder in its sole discretion. The Holder may vote by written
proxy and any duly executed and completed proxy shall be sufficient authority to
the person named therein to vote all the Shares held by the Holder at any
meeting, regular or special, of the shareholders of the Company.
12. Board Seat Designation Rights. On the Issue Date, the Holder shall be
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granted one (1) Board seat designation right with respect to the Board of
Directors of the Company. In conjunction with each exercise of this Warrant
following the Issue Date, the Holder shall be granted one (1) additional Board
seat designation right up to a maximum of four (4) Board seat designations upon
tender, in exercise of the Warrant, of a controlling equity position in a legal
entity controlled by the Holder. As permitted by applicable law, each Board
seat designation right will also include the right to nominate "disinterested
directors". The Company also agrees that, at no time prior to the expiration of
the Exercise Period shall the total number of directors of Aventura exceed seven
(7).
13. Warrant Agent. The Company may, by written notice to the Holder of this
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Warrant, appoint an agent (a "Warrant Agent") for the purpose of issuing Common
Stock (or Other Securities) on the exercise of this Warrant pursuant to Section
1, exchanging this Warrant pursuant to Section 7, and replacing this Warrant
pursuant to Section 8, or any of the foregoing, and thereafter any such
issuance, exchange or replacement, as the case may be, shall be made at such
office by such Warrant Agent.
14. Transfer on the Company's Books. Until this Warrant is transferred on
---------------------------------
the books of the Company, the Company may treat the registered Holder hereof as
the absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.
15. Notices. All notices, demands, requests, consents, approvals, and
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other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) personally served, (ii)
deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be: (i) if to the Company to: Aventura Holdings, Inc.,
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx Xxxxx, Xxxxx, Xxxxxxx 00000, and (ii) if to the
Holder, to the address and telecopier number listed on the Schedule A attached
to this Warrant.
16. Specific Performance. The Company acknowledges and agrees that the
---------------------
Holder will be irreparably harmed and there will be no adequate remedy at law
for a breach of this Warrant by the Company. Therefore, the Company agrees
that, in addition to any other remedies which may be available to the Holder
following such breach, the Holder shall have the right to enforce the covenants
and agreements contained in this Warrant by specific performance, injunctive
relief or by any means available to the Holder at law or in equity.
17. Miscellaneous. This Warrant and any term hereof may be changed,
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waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. This Warrant shall be construed and enforced in accordance with and
governed by the laws of Florida. Any dispute relating to this Warrant shall be
adjudicated in Dade County in the State of Florida. The headings in this
Warrant are for purposes of reference only, and shall not limit or otherwise
affect any of the terms hereof. The invalidity or unenforceability of any
provision hereof shall in no way affect the validity or enforceability of any
other provision.
IN WITNESS WHEREOF, the Company has executed this Warrant as of the date
first written above.
AVENTURA HOLDINGS, INC.
By: /S/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, CEO
Date: May 16, 2006
AGREED AS TO SECTIONS 10 AND 11:
THE XXXXX XXXXX IRREVOCABLE TRUST UTD MARCH 29, 2004
By: /S/ Xxxxxxx Apple, Trustee
-----------------------------
Xxxxxxx Apple, Trustee
Date: May 16, 2006
EXHIBIT A
FORM OF SUBSCRIPTION
(to be signed only on exercise of Warrant)
TO: Aventura Holdings, Inc.
The undersigned Holder, pursuant to the provisions set forth in the attached
Warrant (No. 2006-001), hereby irrevocably elects to purchase ________ shares of
the Common Stock covered by such Warrant.
The undersigned herewith makes payment of the Purchase Price for such shares as
provided for in such Warrant in an aggregate amount and agreed value of
$________________. Such payment shall be made pursuant to a Securities Purchase
Agreement (or similar business acquisition agreement) executed and delivered by
the Holder and the Company on the date of settlement of this subscription.
The undersigned Holder requests that the certificates for such shares be issued
in the name of, and delivered to
_____________________________________________________ whose address is
_
_
____________
The undersigned represents and warrants that all offers and sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933, as amended (the "Securities Act"), or pursuant to an exemption from
registration under the Securities Act.
(Signature must conform to name of Holder as specified on the face of this
Warrant)
Dated:___________________ (Address)
EXHIBIT B
FORM OF TRANSFEROR ENDORSEMENT
(To be signed only on transfer of Warrant)
For value received, the undersigned Holder hereby sells, assigns, and
transfers unto the person(s) named below under the heading "Transferees" the
rights represented by the within Warrant to purchase the percentage and number
of shares of Common Stock of Aventura Holdings, Inc. to which the within Warrant
relates specified under the headings "Percentage Transferred" and/or "Number
Transferred," respectively, opposite the name(s) of such person(s) and appoints
_______________ attorney-in-fact to transfer its respective right on the books
of Aventura Holdings, Inc. with full power of substitution in the premises.
Transferees Percentage Transferred Number Transferred
----------- ----------------------- -------------------
Dated: ______________, ___________
Signed in the presence of:
(Signature must conform to name of Holder as specified on the face of this
Warrant)
(Name)
ACCEPTED AND AGREED:
[TRANSFEREE]
(address)
(Name)
(address)
