EXHIBIT 4.3
[GRAPHIC OMITTED] 0000 Xxxxxxxx-Xxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxx, XX 00000
THIS WARRANT HAS BEEN, AND THE SHARES OF COMMON STOCK WHICH MAY BE RECEIVED
PURSUANT TO THE EXERCISE OF THIS WARRANT WILL BE, ACQUIRED SOLELY FOR INVESTMENT
AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION
THEREOF. NEITHER THIS WARRANT NOR SUCH SHARES (TOGETHER, THE "SECURITIES") HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR QUALIFICATION OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY THAT SUCH DISPOSITION IS EXEMPT FROM THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT AND ANY
REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE SECURITIES
LAWS.
NO. ISSUED: MAY 27, 2005
WARRANT TO PURCHASE COMMON STOCK
EXPIRES MAY 27, 2010
This warrant (this "WARRANT") certifies that, for good and valuable
consideration, _______________ (the "HOLDER") is entitled to purchase from A-Fem
Medical Corporation, a Nevada corporation (the "COMPANY"),
___________________________ (________) fully paid and nonassessable shares of
Common Stock, par value $0.01 per share ("COMMON STOCK"), of the Company (as
adjusted pursuant to Section 3) (the "WARRANT SHARES") at a price per share
equal to Eighty-five Cents ($0.85) (as adjusted pursuant to Section 3) (the
"EXERCISE PRICE", upon the terms and subject to the conditions hereinafter set
forth.
1. EXERCISE; PAYMENT.
(A) Exercise Period. This Warrant may be exercised in whole or part by
the Holder during the term (as set forth in Section 7) and in compliance
with the provisions of this Warrant at any time after the date of issuance
set forth above (the "WARRANT DATE"), by the surrender of this Warrant
(with the notice of exercise form attached hereto as Exhibit A (the "NOTICE
OF EXERCISE") duly executed) at the principal office of the Company. If
this Warrant shall have been exercised in part, the Company shall, at the
time of delivery of the certificate or certificates representing Warrant
Shares, deliver to the Holder a new Warrant evidencing the rights of the
Holder to purchase the unpurchased shares of Common Stock called for by
this Warrant, which new Warrant shall in all other respects be identical
with this Warrant, or at the request of the Holder, appropriate notation
may be made on this Warrant and the same returned to the Holder.
(B) Exercise. Upon exercise of this Warrant, the Holder shall pay to
the Company an amount equal to the product of (x) the Exercise Price
multiplied by (y) the total number of
Warrant Shares purchased pursuant to this Warrant, by wire transfer or cashier's
check payable to the order of the Company. The Holder shall be deemed to have
become the holder of record of, and shall be treated for all purposes as the
record holder of, the Warrant Shares represented thereby (and such Warrant
Shares shall be deemed to have been issued) immediately prior to the close of
business on the date upon which this Warrant is exercised. (C) Stock
Certificates. In the event of the exercise of this Warrant, certificates for the
Warrant Shares so purchased shall be delivered to the Holder promptly after
exercise but in no event more than ten (10) business days after such exercise.
2. STOCK FULLY PAID; RESERVATION OF SHARES. All of the Warrant Shares issuable
upon the exercise of this Warrant will, upon issuance in accordance with the
terms of this Warrant, be fully paid and nonassessable, and free from all
preemptive rights, rights of first refusal or first offer, taxes, liens and
charges with respect to the issuance thereof. During the period within which the
rights represented by this Warrant may be exercised, the Company shall at all
times have authorized and reserved for issuance a sufficient number of shares of
its Common Stock to provide for the exercise of this Warrant.
3. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. The number and kind of
Warrant Shares purchasable upon the exercise of this Warrant and the Exercise
Price payable therefore shall be subject to adjustment from time to time upon
the occurrence of certain events, as follows:
(A) Reclassification, Consolidation or Reorganization. In case of any
reclassification of the Common Stock (other than a change in par value, or
as a result of a subdivision or combination), or in case of any
consolidation or merger of the Company with or into another corporation
(other than a Change of Control, as defined below) (any of which is a
"REORGANIZATION TRANSACTION"), the Company, or such successor corporation
as the case may be, shall execute a new warrant, providing that the Holder
shall have the right to exercise such new warrant, and procure upon such
exercise and payment of the same aggregate Exercise Price, in lieu of the
Warrant Shares theretofore issuable upon exercise of this Warrant, the kind
and amount of shares of stock, other securities, money and property as
would be payable for the Warrant Shares issuable upon exercise of this
Warrant as if such Warrant Shares were outstanding immediately prior to the
consummation of the Reorganization Transaction. For purposes of this
Warrant, the term "Change of Control" shall mean (i) any acquisition of the
Company by means of merger, acquisition, or other form of corporate
reorganization in which outstanding shares of the Company are exchanged for
securities or other consideration issued, or caused to be issued, by the
acquiring corporation or its subsidiary or parent (other than a
reincorporation transaction or change of domicile) and pursuant to which
the holders of the outstanding voting securities of the Company immediately
prior to such consolidation, merger or other transaction fail to hold
equity securities representing a majority of the voting power of the
Company or surviving entity immediately following such consolidation,
merger or other transaction (excluding voting securities of the acquiring
corporation held by such holders prior to such transaction) or (ii) a sale
of all or substantially all of the assets of the Company.
(B) Stock Splits, Dividends and Combinations. In the event that the
Company shall at any time subdivide the outstanding shares of Common Stock,
or shall issue a stock dividend on its outstanding shares of Common Stock,
the number of Warrant Shares issuable upon exercise of this Warrant
immediately prior to such subdivision or to the issuance of such stock
dividend shall be proportionately increased, and the Exercise Price shall
be proportionately decreased, and in the event that the Company shall at
any time combine the outstanding shares of Common Stock, the number of
Warrant Shares issuable upon exercise of this Warrant immediately prior to
such combination shall be proportionately decreased, and the Exercise Price
shall be proportionately increased, effective at the close of business on
the date of such subdivision, stock dividend or combination, as the case
may be.
(C) Adjustment Upon Issuance of Shares of Common Stock Below Exercise
Price.
(I) If the Company, at any time or from time to time, issues or
sells any Additional Shares of Common Stock (as defined below),
other than as provided in the foregoing subsections of this Section
3, for a price per share (which, in the case of options, warrants,
convertible securities or other rights, includes the amounts paid
therefore plus the exercise price, conversion price or other such
amounts payable thereunder) that is less than the then applicable
Exercise Price, then and in each such case, the then applicable
Exercise Price shall automatically be reduced as of the opening of
business on the date of such issue or sale, to a price determined
by multiplying the Exercise Price by a fraction (i) the numerator
of which shall be (A) the number of shares of Common Stock deemed
outstanding (as determined below) immediately prior to such issue
or sale, plus (B)the number of shares of Common Stock which the
aggregate consideration received by the Company for the total
number of Additional Shares of Common Stock so issued would
purchase at such Exercise Price, and (ii) the denominator of which
shall be the number of shares of Common Stock deemed outstanding
(as defined below) immediately prior to such issue or sale plus the
total number of Additional Shares of Common Stock so issued;
provided, however, that upon the expiration or other termination of
options, warrants, or other rights to purchase or acquire shares of
Common Stock, and upon the expiration or termination of the right
to convert or exchange convertible or exchangeable securities
(whether by reason of redemption or otherwise), if any thereof
shall not have been exercised, converted or exchanged, as
applicable, the number of shares of Common Stock deemed to be
outstanding pursuant to this Section 3(c) shall be reduced by the
number of shares as to which options, warrants, and rights to
purchase or acquire shares of Common Stock shall have expired or
terminated unexercised, and as to which conversion or exchange
rights shall have expired or terminated unexercised, and such
number of shares shall no longer be deemed to be outstanding; and
the Exercise Price then in effect shall forthwith be readjusted and
thereafter be the price that it would have been had adjustment been
made on the basis of the issuance only of the shares of Common
Stock actually issued. For purposes of the preceding sentence, the
number of shares of Common Stock deemed to be outstanding as of a
given date shall be the sum of (A) the number of shares of Common
Stock actually outstanding, (B) the number of Shares for which the
Warrant could be exercised on the day immediately preceding the
given date, and
(C) the number of shares of Common Stock which could be obtained
through the exercise or conversion of all other rights, options and
convertible securities outstanding on the day immediately preceding
the given date. "ADDITIONAL SHARES OF COMMON STOCK" shall mean all
shares of Common Stock, and all options, warrants, convertible
securities or other rights to purchase or acquire shares of Common
Stock, issued by the Company other than (A) shares of Common Stock
and/or options, warrants or other Common Stock purchase rights,
where such options, warrants or other rights are issued both (i)
with exercise prices per share of Common Stock at the then-current
fair market value of a share of Common Stock, as determined in good
faith by the Board of Directors of the Company, and (ii) to
employees, officers or directors of, or consultants to, the Company
or any subsidiary pursuant to stock purchase or stock option plans
or other arrangements that are approved by the Company's Board of
Directors and (B) shares of Common Stock issued pursuant to the
exercise of options, warrants or convertible securities outstanding
as of the date hereof.
(ii) In the event that the exercise price, conversion price,
purchase price or other price at which shares of Common Stock are
purchasable pursuant to any options, warrants, convertible
securities or other rights to purchase or acquire Common Stock is
reduced at any time or from time to time (other than under or by
reason of provisions designed to protect against dilution), then,
upon such reduction becoming effective, the Exercise Price then in
effect hereunder shall forthwith be decreased to such Exercise
Price as would have been obtained had the adjustments made and
required under this Section 3 upon the issuance of such options,
warrants, convertible securities or other rights been made upon the
basis of (and the total consideration received therefore) (A) the
issuance of the number of shares of Common Stock theretofore
actually delivered upon the exercise, conversion or exchange of
such options, warrants, convertible securities or other rights, (B)
the issuance of all of the Common Stock and all other options,
warrants, convertible securities and other rights to purchase or
acquire Common Stock issued after the issuance of the modified
options, warrants, convertible securities or other rights, and (C)
the original issuance at the time of the reduction of any such
options, warrants, convertible securities or other rights then
still outstanding.
(iii) In no event shall an adjustment under this Section 3(c) be
made if it would result in an increase in the then applicable
Exercise Price.
(d) Notice of Corporate Action. If at any time (i) the Company shall take
a record of the holders of its Common Stock for the purpose of entitling them to
receive a dividend (other than a cash dividend payable out of earnings or earned
surplus legally available for the payment of dividends under the laws of State
of Nevada) or other distribution, or any right to subscribe for or purchase any
evidences of its indebtedness, any shares of stock of any class or any other
securities or property, or to receive any other right; (ii) there shall be any
capital reorganization of the Company, any reclassification or recapitalization
of the capital stock of the Company or any consolidation or merger of the
Company with, or any sale, transfer or other disposition of all or substantially
all the property, assets or business of the Company to, another corporation; or
(iii) there shall be a voluntary or involuntary
dissolution, liquidation or winding up of the Company, then, in any one or more
of such cases, the Company shall give to the Holder (i) at least 10 business
days prior written notice of the date on which a record date shall be selected
for such dividend, distribution or right or for determining rights to vote in
respect of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, and (ii) in
the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 10
business days prior written notice of the date when the same shall take place.
Such notice in accordance with the foregoing clause also shall specify (i) the
date on which any such record is to be taken for the purpose of such dividend,
distribution or right, the date on which the holders of Common Stock shall be
entitled to any such dividend, distribution or right, and the amount and
character thereof, and (ii) the date on which any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up is to take place and the time, if any
such time is to be fixed, as of which the holders of Common Stock shall be
entitled to exchange their shares of Common Stock for securities or other
property deliverable upon such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding
up. Each such written notice shall be sufficiently given if addressed to the
Holder at the last address of the Holder appearing on the books of the Company
and delivered in accordance with Section 12(d).
4. REDEMPTION. This Warrant may be redeemed by the Company at a price of ONE
CENT ($.01) per Warrant Share on ten (10) days' notice to the Holder (the
"NOTICE") if (i) the closing bid price of the Company's Common Stock exceeds ONE
DOLLAR AND SEVENTY CENTS ($1.70) for twenty (20) consecutive trading days and
(ii) a registration statement covering the Warrant Shares has been declared
effective by the Securities and Exchange Commission and such registration
statement remains effective thirty (30) days prior to the date of the notice.
5. TRANSFER OF WARRANT AND RESALE OF WARRANT SHARES.
(a) This Warrant may only be transferred in compliance with federal and
state securities laws.
(b) At the time of the surrender of this Warrant in connection with any
transfer of this Warrant or the resale of the Warrant Shares, the Company may
require, as a condition of allowing such transfer (i) that the Holder or
transferee of this Warrant or the Warrant shares as the case may be, furnish to
the Company a written opinion of counsel that is reasonably acceptable to the
Company to the effect that such transfer may be made without registration under
the Securities Act or qualification under any state securities laws, (ii) that
the Holder or transferee execute and deliver to the Company an investment
representation letter in form and substance acceptable to the Company containing
among other provisions representations and warranties similar to those set forth
in Section 6 and (iii) that the transferee be an "accredited investor" as
defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this
Warrant and all rights hereunder, in whole or in part, in accordance with the
foregoing provisions, shall be registered on the books of the Company to be
maintained for such purpose, upon surrender of this Warrant at the principal
office of the Company or the office or agency designated by the Company,
together with a written assignment of this Warrant substantially in the form of
Exhibit B hereto duly executed by
the Holder or its attorney-in-fact and funds sufficient to pay any transfer
taxes payable upon the making of such transfer. Upon such surrender and, if
required, such payment, the Company shall execute and deliver a new Warrant or
Warrants in the name of the assignee or assignees and in the denomination
specified in such instrument of assignment, and shall issue to the Holder a new
warrant evidencing the portion of this Warrant not so assigned, and this Warrant
shall be deemed cancelled. This Section 5 shall survive the exercise or
expiration of the Warrant.
6. REPRESENTATIONS AND WARRANTIES OF HOLDER.
(A) EXEMPT TRANSACTION; RESTRICTED SECURITIES. The Holder understands that
this Warrant is being offered and sold in reliance on one or more exemptions
from registration provided for under the Securities Act, and that the Company's
reliance upon such exemptions is predicated, in part, upon the Holder's
representations and warranties set forth in this Warrant. The Holder understands
that this Warrant and the Warrant Shares are "restricted securities" as such
term is defined in Rule 144 promulgated under the Securities Act {"Rule 144").
The Holder understands that the Holder may resell the Warrant Shares pursuant to
Rule 144 only after the satisfaction of certain requirements, including the
requirement that the Warrant Shares be held for at least one year prior to
resale.
(B) INVESTMENT INTENT; ACCREDITATION; AUTHORITY. The Holder is acquiring
this Warrant for investment for the Holder's own account, not as nominee or
agent, for investment and not with a view to, or for resale in connection with,
any distribution or public offering thereof within the meaning of the Securities
Act. The Holder is an "accredited investor" within the meaning of the Securities
Act. The Holder has the full right, power, authority and capacity to enter into
and perform this Warrant and the terms of this Warrant constitute valid and
binding obligations of the Holder enforceable in accordance with its terms,
except as the same may be limited by equitable principles and by bankruptcy,
insolvency, moratorium, and other laws of general application affecting the
enforcement of creditors' rights.
(C) KNOWLEDGE AND EXPERIENCE. The Holder has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and
risks of the Holder's investment in this Warrant and has the ability to bear the
economic risks of such investment.
(D) DOMICILE. The Holder is a bona fide resident and domiciliary (not a
temporary or transient resident) of the jurisdiction indicated on the signature
page to this Warrant and the Holder has no present intention of becoming a
resident of any other state or jurisdiction.
7. CONDITIONS TO EXERCISE OF WARRANT.
(a) Each certificate evidencing the Warrant Shares issued upon exercise of
this Warrant shall be stamped or imprinted with a legend substantially in the
following form:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT') AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED
UNDER THE ACT OR, IN THE OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY
TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR
HYPOTHECATION IS IN COMPLIANCE THEREWITH.
(B) REMOVAL OF LEGEND AND TRANSFER RESTRICTIONS. Any legend endorsed on a
certificate pursuant to this Section 7 shall be removed, and the Company shall
issue a certificate without such legend to the holder of such Warrant Shares if
(i) such Warrant Shares are resold pursuant to a registration statement under
the Securities Act and a prospectus meeting the requirements of Section 11 of
the Securities Act is delivered or deemed delivered to the purchaser of such
Warrant Shares, (ii) if such holder satisfies the requirements of Rule 144(k)
under the Securities Act or (iii) if such holder provides the Company with an
opinion of counsel for such holder of the Warrant Shares, reasonably
satisfactory to the Company, to the effect that a sale, transfer or assignment
of such Warrant Shares may be made without registration and that upon such sale,
transfer or assignment such Warrant Shares will not be deemed "restricted
securities," as such term is defined in Rule 144 under the Securities Act.
8. FRACTIONAL SHARES. No fractional Warrant Shares will be issued in connection
with any exercise of this Warrant, but in lieu of such fractional shares the
Company shall make a cash payment therefore upon the basis of the Exercise Price
then in effect.
9. NO RIGHTS OF STOCKHOLDERS. The Holder shall not be entitled to vote or
receive dividends or be deemed the holder of Warrant Shares or any other
securities of the Company which may at any time be issuable on the exercise of
this Warrant for any purpose, nor shall anything contained herein be construed
to confer upon the Holder any of the rights of a stockholder of the Company or
any right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action (whether upon any recapitalization, issuance of stock,
reclassification of stock, change of par value, consolidation, merger,
conveyance, or otherwise) or to receive dividends or subscription rights or
otherwise with respect to the Warrant Shares until this Warrant shall have been
exercised and the Warrant Shares purchasable upon the exercise of this Warrant
shall have become deliverable, as provided in this Warrant.
10. REGISTRATION RIGHTS. The Holder shall have the registration rights set forth
in Section 8 of the Securities Purchase Agreement, dated as of the date hereof,
among the Company and the Investors set forth on Schedule 1 thereto.
11. TERM OF WARRANT. This Warrant shall become exercisable on the Warrant Date
and shall no longer be exercisable as of the earlier of (i) 5:00 p.m., Pacific
time, on May 27, 2010; and (ii) immediately prior to the consummation of a
Change of Control.
12. MISCELLANEOUS.
(A) This Warrant shall be construed and enforced in accordance with and
governed by the laws of the State of Nevada, without giving effect to principles
of conflicts of laws.
(B) The headings in this Warrant are for purposes of reference only, and
shall not limit or otherwise affect any of the terms of this Warrant.
(C) The terms of this Warrant shall be binding upon and shall inure to the
benefit of any successors or assigns of the Company and of the Holder and of the
Warrant Shares issued or issuable upon the exercise of this Warrant.
(D) Any notice provided for or permitted under this Warrant shall be
treated as having been given (i) upon receipt, when delivered personally, (ii)
one day after sending, when sent by commercial overnight courier with written
verification of receipt, (iii) upon confirmed transmission when sent via
facsimile on a business day prior to 5:00 pm (Pacific time) or, if sent after
5:00 pm (Pacific time), the next business day after confirmed transmission or
(iv) three business days after deposit with the United States Postal Service,
when mailed postage prepaid by certified or registered mail, return receipt
requested, addressed, if to the Company, at 00000 Xxxxxxxx-Xxxxxxxx Xxxx, Xxxxx
000, Xxxxxxxx, XX 00000, (f) (000) 000-0000, Attention: Xxxxxxx Xxxxxxx, or, if
to the Holder, at such address or facsimile number as the Holder shall have
furnished to the Company in writing, or at such other place of which the other
party has been notified in accordance with the provisions of this Section ll
(d).
(E) This Warrant constitutes the full and entire understanding and
agreement between the parties with regard to the subjects of this Warrant.
(F) Upon 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, upon delivery of an indemnity agreement
reasonably satisfactory in form and amount to the Company or, in the case of any
such mutilation, upon surrender and cancellation of such Warrant, the Company at
the Holder's expense will execute and deliver to the holder of record, in lieu
thereof, a new Warrant of like date and tenor.
(G) This Warrant and any provision of this Warrant may be amended, waived
or terminated only by an instrument in writing signed by the Company and the
Holder.
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IN WITNESS WHEREOF, the parties have executed this Warrant as of the
Warrant Date.
A-FEM MEDICAL CORPORATION
By:
---------------------------------
(signature)
Name: Xxxxxx Xxxxxxxxx
Its: President/Chief Executive Officer
HOLDER
By:
---------------------------------
(signature)
Name:
-------------------------------
(please print)
Its:
---------------------------------
(if applicable)
Address:
-----------------------------
Facsimile:
---------------------------
Email:
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EXHIBIT A
NOTICE OF EXERCISE
TO: A-Fem Medical Corporation
1. The undersigned hereby elects to purchase _________ Warrant Shares
pursuant to the terms of Section l(b) of the Warrant to Purchase Capital Stock
dated March ___, 2005 (the "WARRANT"), between the undersigned and A-Fem Medical
Corporation (the "COMPANY"), and tenders herewith payment of the aggregate
Exercise Price of such Warrant Shares in full.
2. Please issue a certificate or certificates representing said Warrant
Shares in the name of the undersigned or in such other name as is specified
below:
Name: ----------------------------
Address: ----------------------------
----------------------------
3. ______________ hereby represents and warrants that the aforesaid shares
of Common Stock are being acquired for the account of the undersigned for
investment and not with a view to, or for resale, in connection with the
distribution thereof, and that the undersigned has no present intention of
distributing or reselling such shares, and that all representations and
warranties of the undersigned set forth in Section 6 of the Warrant were true
and correct as of the Warrant Date (as defined in the Warrant) and are true and
correct as of the date hereof.
Name:
----------------------------
Date:
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EXHIBIT B
ASSIGNMENT FORM
FOR VALUE RECEIVED, _________________ (the "HOLDER"), party to the Warrant to
Purchase Common Stock, dated _________, 2005 (the "WARRANT"), with A-Fem Medical
Corporation (the "Company)r), hereby sells, assigns and transfers unto the
assignee named below all of the rights of the Holder under the Warrant, with
respect to the number of shares of Common Stock set forth below:
---------------------------------
---------------------------------
---------------------------------
(Name and Address of Assignee)
---------------------------------
(Number of Shares of Common Stock)
and does hereby irrevocably constitute and appoint ___________ attorney-in-fact
to register such transfer on the books of the Company, maintained for the
purpose, with full power of substitution in the premises.
Dated:
----------------------------
--------------------------------
(Print Name and Title)
--------------------------------
(Signature)
--------------------------------
(Witness)
NOTICE: The signature on this assignment must correspond with the name as
written upon the face of the Warrant in every particular, without alteration or
enlargement or any change whatsoever.
