Contract
EXHIBIT
10.66
EXECUTION
VERSION
THIS
WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE,
MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO
(A)
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE
STATE SECURITIES LAWS, OR (B) AN EXEMPTION THEREFROM AND, IF REQUESTED BY THE
COMPANY, THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY
TO THE COMPANY TO THE EFFECT THAT THE TRANSFER IS EXEMPT FROM THE REGISTRATION
PROVISIONS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS.
WARRANT
TO PURCHASE COMMON STOCK
OF
TEKOIL
& GAS CORPORATION
This
Warrant is issued to the “Holder” described on the signature page below (the
"Holder"), by TEKOIL & GAS CORPORATION, a Delaware corporation (the
"Company"), on December 10, 2007 (the "Warrant Issue Date"). This Warrant is
issued pursuant to the terms of a certain Purchase Agreement dated of even
date
herewith (the “Purchase Agreement”) relating to the purchase of certain shares
of Common Stock and this Warrant from Company by Holder. Capitalized terms
used
herein, but not otherwise defined, shall have the meaning ascribed to them
in
the Purchase Agreement.
1. Number
of Shares Subject to Warrant; Definition of Certain Terms.
Subject
to the terms and conditions hereinafter set forth, the Holder is entitled,
upon
surrender of this Warrant at the principal office of the Company, to purchase
from the Company, at a price per share equal to the Exercise Price (as defined
in Section 2 below), the Warrant Shares.
For
purposes of this Warrant:
(A) "Common
Stock" shall mean the Company's common stock, $0.000001 par
value, and shall include: (i) in case of any reorganization,
reclassification, consolidation, merger, distribution, securities exchange
or
sale or conveyance of assets, the securities or other property into or for
which
shares of such common stock are converted or exchanged, and (ii) any other
securities or other property into or for which shares of such common stock
may
be converted or exchanged.
(B) "Fair
Market Value" of securities or other property shall mean (i) in the case of
securities that are traded on a national securities exchange, an amount per
share equal to the average of the reported sale prices per share of such
securities on the principal national securities exchange on which such
securities are traded, on each trading day in the seven-day period immediately
prior to the date as of which Fair Market Value is being determined or (ii)
in
the case of all securities or property not covered by clause (i) above, the
fair
market value of such securities or other property determined by the Board of
Directors of the Company in good faith, unless the Holder requests that an
independent appraisal of such securities or other property be obtained, in
which
case the fair market value shall be determined by a qualified, nationally
recognized, independent appraiser (the "Appraiser”) selected by the Company and
acceptable to the Holder (such approval by the Holder not to be unreasonably
withheld or delayed) experienced in appraising securities or other property
similar to that with respect to which the Fair Market Value is to be determined.
The Company shall make available all information reasonably necessary to allow
the Appraiser to perform the appraisal and shall instruct the Appraiser to
use
commercially reasonable efforts to complete the appraisal and to provide the
Company and the Holder a written determination of the Fair Market Value within
twenty (20) days of the date as of which Fair Market Value is to be determined
hereunder. All fees and expenses of the Appraiser will be borne by the Company;
provided, however, that if the fair market value of such securities of other
property as determined by the Appraiser is not more than 10% more or less than
the fair market value determined by the Company's Board of Directors, then
the
fees and expenses of the Appraiser will be borne by the Holder (or reimbursed
to
the Company by the Holder to the extent previously paid by the
Company).
(C) "Warrant
Shares" shall mean 3,571,429 shares of Common Stock, subject to adjustment
as
described in Section 7 below.
2. Exercise
Price.
The per
share purchase price for the Warrant Shares shall be $0.28 (the "Exercise
Price"). The Exercise Price shall be subject to adjustment pursuant to Section
7
hereof.
3. Exercise
Period.
Except
as otherwise provided for herein, this Warrant shall be exercisable, in whole
or
in part, at any time and from time to time from and after the date hereof and
before or on the fifth anniversary thereof (the "Expiration Date"). After the
Expiration Date, this Warrant shall be void and of no further force and effect.
Whether or not surrendered to the Company by the Holder, this Warrant shall
be
deemed canceled upon the expiration hereof.
4. Method
of Exercise.
(a) While
this Warrant remains outstanding and exercisable in accordance with Section
3
hereof, the purchase rights hereby represented may be exercised in whole or
in
part, at the election of the Holder, by the tender of the Notice of Exercise
in
substantially the form attached hereto as Exhibit
A
and the
surrender of this Warrant at the principal office of the Company and by the
payment to the Company in cash, by check, cancellation of indebtedness or other
form of payment acceptable to the Company, of an amount equal to the then
applicable Exercise Price multiplied by the number of shares of Common Stock
then being purchased.
(b)
If this
Warrant is exercised only in part, the Company shall, upon surrender of this
Warrant, execute and deliver to the Holder a new Warrant evidencing the rights
of the Holder to purchase the balance of the Warrant Shares issuable hereunder
and otherwise identical to this Warrant.
-2-
5. Certificates
for Shares.
Upon
the exercise of the purchase rights evidenced by this Warrant, one or more
certificates for the number of shares of Common Stock so purchased shall be
issued as soon as practicable thereafter (with appropriate restrictive legends,
as applicable).
6. Issuance
of Shares.
The
Company hereby covenants that it will, at all times while this Warrant remains
outstanding, have authorized and duly and validly reserved for issuance a
sufficient number of shares of Common Stock to provide for the exercise of
this
Warrant in full. The Company represents, warrants and covenants that the Warrant
Shares, when issued pursuant to the exercise of this Warrant, will be duly
and
validly issued, fully paid and nonassessable and free from all taxes, liens,
and
charges with respect to the issuance thereof. The Company shall not take any
action that would cause the Exercise Price to be less than the par value of
the
Common Stock. The Warrant Shares issued hereunder shall have the same rights
and
obligations pertaining to the other shares of Common Stock issued previously
or
hereafter by the Company.
7. Adjustment
of Exercise Price and Number of Shares.
The
number of and kind of securities purchasable upon exercise of this Warrant
and
the Exercise Price shall be subject to adjustment from time to time as
follows:
(a) Subdivisions,
Combinations and Other Issuances.
If the
Company shall at any time prior to the exercise in full or expiration of this
Warrant subdivide its Common Stock, by split-up or otherwise, or combine its
Common Stock, or issue additional Common Stock as a dividend with respect to
any
of its Common Stock, the number of Warrant Shares shall forthwith be
proportionately increased in the case of a subdivision or stock dividend, or
proportionately decreased in the case of a combination. Appropriate adjustments
shall also be made to the Exercise Price, provided that the aggregate Exercise
Price payable hereunder for the total number of Warrant Shares purchasable
under
this Warrant (as adjusted) shall remain the same. Any adjustment under this
Section
7(a)
shall
become effective at the close of business on the date the subdivision or
combination becomes effective, or as of the record date of such dividend, or
in
the event that no record date is fixed, upon the making of such
dividend.
(b) Reclassification,
Reorganization, Merger, Consolidation, Etc.
In the
event of any corporate reclassification, capital reorganization, merger,
consolidation, sale or conveyance by the Company of all or substantially all
of
its assets or property to another person, spin-off or change in the Common
Stock
of the Company (other than as a result of a subdivision, combination, or
dividend provided for in Section
7(a)
above),
then, as a condition of such event, lawful provision shall be made, and duly
executed documents evidencing the same from the Company or its successor shall
be delivered to the Holder, so that the Holder shall have the right at any
time
prior to the expiration of this Warrant to purchase, at a total price equal
to
that payable upon the exercise of this Warrant, the kind and amount of shares
of
stock and/or other securities and property receivable in connection with such
event by a holder of the same number of shares for which this Warrant could
have
been exercised immediately prior to such event. In any such case appropriate
provisions shall be made with respect to the rights and interest of the Holder
so that the provisions hereof shall thereafter be applicable with respect to
any
shares of stock or other securities and property deliverable upon exercise
hereof, and appropriate adjustments shall be made to the Exercise Price,
provided that the aggregate exercise price payable hereunder for the total
number of shares of Common Stock purchasable under this Warrant (as adjusted)
shall remain the same.
-3-
(c) Issuance
of Additional Shares of Common Stock.
(i) General.
Subject
to Section
7(d)(iv),
if at
any time after the date of this Warrant, the Company shall (A) issue or sell
any
shares of Common Stock (other than any issuance for which an adjustment is
made
pursuant to subsection (a) or (b) of this Section 7)
without
consideration or for a consideration per share of Common Stock less than the
Exercise Price determined immediately before the date of such issuance or sale,
(B) issue or sell any warrants, options or other rights to acquire shares of
its
Common Stock for a consideration per share of Common Stock less than the
Exercise Price determined immediately before the date of such issuance or sale
or (C) issue or sell any other securities that are convertible into shares
of
its Common Stock for a consideration per share or exchange price less than
the
Exercise Price determined immediately before the date of such issuance or sale,
then, effective immediately upon such issuance or sale, the Exercise Price
shall
be
reduced to the price at which such shares of Common Stock are being issued
or
sold by the Company or the price at which such other securities are exercisable
or convertible into shares of the Company’s Common Stock.
(d) Miscellaneous.
(i) Treasury
Stock.
The
number of shares of Common Stock outstanding at any given time shall not include
shares owned or held by or for the account of the Company or any of its
subsidiaries, and the disposition of any shares of Common Stock so owned or
held
shall be considered an issuance of shares of Common Stock.
(ii) Record
Date.
If the
Company takes a record of the holders of shares of Common Stock for the purpose
of entitling them (A) to receive a dividend or other distribution payable
in shares of Common Stock, Options or Convertible Securities or (B) to
subscribe for or purchase shares of Common Stock, Options or Convertible
Securities, then such record date shall be deemed to be the date of the issuance
or sale of the shares of Common Stock deemed to have been issued or sold upon
the declaration of such dividend or the making of such other distribution or
the
date of the granting of such right of subscription or purchase, as the case
may
be. If the Company shall take any such record of the holders of its shares
of
Common Stock and shall, thereafter and before the taking of the action for
which
such record was taken, legally abandons its plan to take such action, then
thereafter no adjustment shall be required by reason of the taking of such
record and any such adjustment previously made in respect thereof shall be
rescinded and annulled.
(iii) Notice;
Adjustment Rules.
Whenever the Exercise Price and the number of Warrant Shares shall be adjusted
as provided in this Section 7, the Company shall provide to the Holder a
statement, signed by a duly elected executive officer of the Company, describing
in detail the facts requiring such adjustment and setting forth a calculation
of
the Exercise Price and the number of Warrant Shares applicable to this Warrant
after giving effect to such adjustment. All calculations under this Section
7
shall be made to the nearest one hundredth of a cent ($.0001) or to the nearest
full share of Common Stock, as the case may be. Adjustments pursuant to this
Section 7 shall apply to successive events or transactions of the types covered
hereby. Notwithstanding any other provision of this Section 7, no adjustment
shall be made to the number of Warrant Shares or to the Exercise Price if such
adjustment represents less than one percent (1%) of the number of Warrant Shares
or less than one percent (1%) of the Exercise Price immediately prior to such
adjustment, but any lesser adjustment shall be carried forward and shall be
made
at the time and together with the next subsequent adjustment which together
with
any adjustments so carried forward shall amount to one percent (1%) or more
of
the number of Warrant Shares or the Exercise Price.
-4-
(iv) Excluded
Issuances.
Notwithstanding any other provision of this Section 7, no adjustment shall
be
made pursuant to subsection (c) of this Section 7, nor shall Section 14
apply, in respect of (i) the issuance from time to time of shares of Common
Stock upon the exercise of this Warrant, (ii) securities issued upon
exercise, conversion or exchange of any options, convertible securities or
other
rights, warrants, commitments or claims, provided that the foregoing are issued
and outstanding on the date hereof, (iii) any issuance of shares of restricted
stock or options to purchase shares of Common Stock to employees, officers
or
directors of the Company pursuant to a stock option plan or other employee
benefit arrangement approved by the Board of Directors of the Company, in good
faith, or (iv) any issuance of Common Stock or Common Stock equivalent to
licensors, customers, lessors, consultants, suppliers, lenders or vendors of
the
Company in connection with a bona fide transaction of the Company approved
by
the Board of Directors; provided, however, that the aggregate number of shares
issued pursuant to clauses (iii) and (iv) (including, without limitation,
shares subject to such options or Common Stock equivalents), does not exceed
an
aggregate of 10% of the shares of Common Stock outstanding on a fully diluted
basis on the Warrant Issue Date (subject to adjustment in the event of stock
splits, combinations or similar occurrences after the date hereof).
8. Notice
of Certain Actions.
In the
event that the Company (or its Board of Directors):
(a) shall
authorize issuance to all holders of shares of Common Stock of rights or
warrants to subscribe for or purchase any equity interest in the Company or
of
any Options or Convertible Securities; or
(b) shall
authorize any distribution to holders of shares of Common Stock or any equity
interest in the Company, whether in the form of cash, property, assets,
evidences of indebtedness, or other consideration; or
(c) becomes
a
party to any consolidation or merger for which approval of any equity owners
of
the Company will be required, or to a conveyance or transfer of the properties
and assets of the Company substantially as an entirety, or of any capital
reorganization or reclassification or change of the shares of Common Stock
or
any equity interests of the Company;
(d) commences
a voluntary or involuntary dissolution, liquidation or winding up;
or
-5-
(e) takes
any
other action that would require an adjustment pursuant to Section
7;
then
the
Company shall provide a written notice to the Holder stating (i) the date
as of which the holders of record of shares of Common Stock or other equity
interests of the Company to be entitled to receive any such rights, equity
or
distribution are to be determined, (ii) if applicable, the material terms
of any such consolidation or merger and the expected effective date thereof,
or
(iii) if applicable, the material terms of any such conveyance, transfer,
dissolution, liquidation or winding up, the date it is expected to become
effective, and the date as of which it is expected that holders of record will
be entitled to exchange their shares of Common Stock or other equity interests
of the Company for securities or other property, if any, deliverable upon such
reclassification, conveyance, transfer, dissolution, liquidation, or winding
up.
Such notice shall be given not later than twenty business days prior to the
effective date (or the applicable record date, if earlier) of such event. The
failure to give the notice required by this Section 8 or any defect therein
shall not affect the legality or validity of any distribution, right, warrant,
consolidation, merger, conveyance, transfer, dissolution, liquidation or winding
up, or the vote upon any action.
9. Merger
or Consolidation of the Company.
The
Company will not merge or consolidate with or into any other entity unless
the
successor entity expressly assumes, by supplemental agreement reasonably
satisfactory in form and substance to each Holder, the due and punctual
performance and observance of each and every covenant and condition of this
Warrant to be performed and observed by the Company.
10. No
Shareholder Rights.
Prior
to exercise of this Warrant, the Holder shall not be entitled to any rights
of a
shareholder with respect to the shares of Common Stock issuable upon exercise
of
this Warrant, including (without limitation) the right to vote such shares
of
Common Stock, receive dividends or other distributions thereon, exercise
preemptive rights or be notified of shareholder meetings, and such Holder shall
not, by reason of being the Holder, be entitled to any notice or other
communication concerning the business or affairs of the Company. However,
nothing in this Section 10 shall limit the right of the Holder or its affiliates
to be provided the notices required under this Warrant or the Credit
Agreement.
11. Compliance
With Securities Act; Transferability of Warrant or Shares.
(a) Compliance
With Securities Act.
The
Holder, by acceptance hereof, agrees that this Warrant, and the shares of Common
Stock issuable upon exercise of this Warrant, are being acquired for investment
and that such Holder will not offer, sell or otherwise dispose of this Warrant,
or any shares of Common Stock issuable upon exercise of this Warrant, except
under circumstances which will not result in a violation of the Securities
Act,
or any applicable state securities laws. This Warrant and all shares of Common
Stock issued upon exercise of this Warrant (unless registered under the
Securities Act and any applicable state securities laws) shall be stamped or
imprinted with a legend in substantially the following form:
-6-
"THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR OTHER
APPLICABLE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT
AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS
OF
REGULATIONS S, RULE 901 THROUGH RULE 905, AND PRELIMINARY NOTES UNDER THE U.S.
SECURITIES ACT OR (2) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT (AND, IN THE CASE OF (1)
OR
(2), IF REQUESTED BY THE COMPANY, THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT THE TRANSFER IS EXEMPT
FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS) OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT. HEDGING
TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE U.S. SECURITIES ACT.”
(b) Transferability.
Subject
to compliance with applicable federal and state securities laws , this Warrant
and all rights hereunder are transferable in whole or in part by the Holder
to
any person or entity upon written notice to the Company. The transfer shall
be
recorded on the books of the Company upon the surrender of this Warrant,
properly endorsed for transfer by delivery of an Assignment Form in
substantially the form attached hereto as Exhibit B,
to the
Company at the address set forth in Section 15 hereof, and the payment to
the Company of all transfer taxes and other governmental charges imposed on
such
transfer. In the event of a partial or complete transfer, the Company shall
issue to the Holders one or more appropriate new warrants that are identical
to
this Warrant except as to the number of shares of Common Stock issuable upon
exercise thereof (if such transfer is a partial transfer).
12. Restricted
Securities.
The
Holder understands that this Warrant and the shares of Common Stock issuable
upon exercise of this Warrant, will not be registered at the time of their
issuance under the Securities Act for the reason that the sale provided for
herein is exempt pursuant to Section 4(2) of the Securities Act based on the
representations of the Holder set forth herein. The Holder represents that
it
has such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of its investment and has the ability
to suffer the total loss of the investment. The Holder further represents that
it has had the opportunity to ask questions of and receive answers from the
Company concerning the terms and conditions of this Warrant and the business
of
the Company, and to obtain additional information to such Holder's satisfaction.
The Holder further represents that it is an "accredited investor" within the
meaning of Regulation D under the Securities Act, as presently in effect. The
Holder further represents that this Warrant is being acquired for the account
of
the Holder for investment only and not with a present view to, or with any
present intention of, a distribution or resale thereof, in whole or in part,
or
the grant of any participation therein, other than pursuant to the terms of
a
certain Registration Rights Agreement of even date herewith between Holder
and
the Company (the "Registration Rights Agreement") relating to the shares of
Common Stock issuable upon exercise of this Warrant.
-7-
13. Successors
and Assigns.
The
terms and provisions of this Warrant shall inure to the benefit of, and be
binding upon, the Company and the Holders hereof and their respective successors
and assigns.
14. Amendments
and Waivers.
Any
term of this Warrant may be amended and the observance of any term of this
Warrant may be waived (either generally or in a particular instance and either
retroactively or prospectively), with the written consent of the Company and
the
Holder.
15. Notices.
All
notices required under this Warrant shall be deemed to have been given or made
for all purposes (i) upon personal delivery, (ii) upon confirmation receipt
that
the communication was successfully sent to the applicable number if sent by
facsimile, (iii) one day after being sent, when sent by professional overnight
courier service, or (iv) three business days after posting when sent by
registered or certified mail. Notices to the Company shall be sent to the
address of the Company set forth below (or at such other place as the Company
shall notify the Holder hereof in writing) and notices to the Holder shall
be
sent to the address of the Holder set forth below (or at such other place as
the
Holder shall notify the Company hereof in writing):
|
To
the Company:
|
TEKOIL
& GAS CORPORATION
|
|
0000
Xx. Xxxxxxxx Xxxx.
|
|
|
Xxxxx
000
|
|
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Xxxxxxx,
XX 00000
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Telephone:
(000) 000-0000
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Telecopy:
(000) 000-0000
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|
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Attn:
Mr. Xxxx Xxxxxxx
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To
the
Holder as provided on the signature page of this Warrant.
16. Captions.
The
section and subsection headings of this Warrant are inserted for convenience
only and shall not constitute a part of this Warrant in construing or
interpreting any provision hereof.
17. Governing
Law.
This
Warrant shall be governed by the laws of the State of Delaware, without regard
to the choice or conflict of laws principles thereof.
[Signatures
on Following Page]
-8-
IN
WITNESS WHEREOF, the undersigned have caused this Warrant to be duly executed
as
of the date first set forth above.
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COMPANY
|
|
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TEKOIL
& GAS CORPORATION
|
|
|
By:
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/s/ Xxxx X. Western
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| Name: Xxxx Xxxxxxx | |
| Title: Chairman and CEO | |
|
HOLDER
|
|
RAB
Special Situations (Master) Fund Limited by
|
|
/s/
Xxxxx Xxxxxxx
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|
(Signature)
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Xxxxx
Xxxxxxx
|
|
(Name)
|
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/s/
Xxxx Xxxxxxxxx
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|
(Signature)
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Xxxx
Xxxxxxxxx
|
|
(Name)
|
|
Authorized
signatories for RAB Capital plc for and on
|
|
behalf
of RAB Special Situations (Master) Fund
Limited
|
|
Address:
|
c/o
RAB Capital plc
|
|
0
Xxxx Xxxxxx
|
|
|
Xxxxxx
XX0X 0XX
|
|
|
Xxxxxx
Xxxxxxx
|
-9-
EXHIBIT
A
NOTICE
OF
EXERCISE
To:
TEKOIL & GAS CORPORATION
The
undersigned hereby elects to purchase shares
of
Common Stock (as defined in the attached Warrant) of TEKOIL & GAS
CORPORATION, pursuant to the terms of the attached Warrant.
The
aggregate Exercise Price is enclosed.
The
Holder represents that it has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of its
investment, and has the ability to suffer the total loss of the investment.
The
Holder further represents that it has had the opportunity to ask questions
of
and receive answers from the Company concerning the terms and conditions of
the
Warrant and the business of the Company, and to obtain additional information
to
such Holder's satisfaction. The Holder further represents that it is an
"accredited investor" within the meaning of Regulation D under the Securities
Act, as presently in effect. The undersigned hereby represents and warrants
that
the undersigned is acquiring such shares for its own account for investment
purposes only, and not for resale or with a present view to distribution of
such
shares or any part thereof in violation of the Securities Act.
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Date:_______________________
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WARRANTHOLDER:
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By:
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Name:
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Address:
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-10-
EXHIBIT
B
ASSIGNMENT
FORM
TO: TEKOIL
& GAS CORPORATION
The
undersigned hereby assigns and transfers unto _____________________________
of
______________________________________________ (Please typewrite or print in
block letters) the right to purchase ____________ shares of Common Stock (as
defined in the Warrant) of TEKOIL & GAS CORPORATION subject to the Warrant,
dated as of _____________________________, by and between TEKOIL & GAS
CORPORATION and the undersigned (the "Warrant").
This
assignment complies with the provisions of Section 11 of the Warrant and is
accompanied by funds sufficient to pay all applicable transfer
taxes.
In
addition, the undersigned and/or its assignee will provide such evidence as
is
reasonably requested by TEKOIL & GAS CORPORATION, to evidence compliance
with applicable securities laws as contemplated by Sections 11 and 12 of the
Warrant.
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By:
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(Print
Name of Signatory)
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(Title
of Signatory)
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-11-
