1
EXHIBIT 9
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR
SOLD, UNLESS THEY HAVE BEEN REGISTERED UNDER SUCH ACT AND APPLICABLE STATE
SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE AND THEN
ONLY IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFER SET FORTH IN THE SECURITIES
PURCHASE AGREEMENT DATED AS OF AUGUST 16, 1999, AS AMENDED ON JANUARY 14, 2000,
A COPY OF WHICH MAY BE OBTAINED FROM PARTY CITY CORPORATION AT ITS PRINCIPAL
OFFICE.
PARTY CITY CORPORATION
WARRANT TO PURCHASE COMMON STOCK
No. W-5A September 28, 2001
THIS WARRANT ("Warrant") entitles SPECIAL VALUE BOND FUND, LLC or
its transferees and assigns (collectively, the "Holder"), for value received, to
purchase from PARTY CITY CORPORATION, a corporation organized and existing under
the laws of the State of Delaware (the "Company"), during the period commencing
as of the date hereof and ending at 5:00 p.m. (New York City time) on August 16,
2006 (the "Expiration Date") TWO MILLION FOUR HUNDRED NINETY-SIX THOUSAND
(2,496,000) shares of Common Stock, par value $0.01 per share, of the Company
(the "Common Stock" and such number of shares, as adjusted, being referred to
herein as the "Shares") at a price of $1.07 per share (as adjusted, the
"Exercise Price").
Effective as of the date hereof, the Holder partially exercised
Amended and Restated Warrant No. W-5 of the Company dated as of January 14, 2000
(the "Existing Warrant"). The Existing Warrant covered 3,096,000 shares of
Common Stock and the Holder exercised the Existing Warrant for 600,000 shares of
Common Stock. The Existing Warrant amended, restated and superseded that certain
warrant No. W-1 of the Company, dated as of August 16, 1999, issued to
Xxxxxxxxxx & Company, LLC. In accordance with Section 1.1 of the Existing
Warrant, upon the Holder's partial exercise of the Existing Warrant, the Company
cancelled the Existing Warrant and executed and delivered this Warrant in
substantially identical form for the remaining shares of Common Stock subject to
the Existing Warrant. The Company acknowledges that the effective issuance date
of this Warrant shall continue to be deemed to be August 16, 1999.
The Holder of this Warrant agrees with the Company that this
Warrant is issued and all rights hereunder shall be held subject to all of the
conditions, limitations and provisions set forth herein.
1. EXERCISE OF WARRANT.
1.1 EXERCISE BY PAYMENT OF CASH OR SURRENDER OF NOTES. The Holder
may exercise this Warrant at any time or from time to time on any business day
prior to or on the Expiration Date, for the full or any lesser number of shares
of Common Stock purchasable hereunder, by surrendering this Warrant to the
Company at its principal office, together with a duly executed Notice of
Exercise (in substantially the form attached hereto as Annex I), and:
(a) payment in cash or by check of the aggregate Exercise
Price then in effect for the number of shares for which this Warrant is being
exercised; or
(b) the surrender for cancellation at the principal office
of the Company of any Note (as defined in that certain Securities Purchase
Agreement dated as of August 16, 1999 by and
2
among the Company and certain investors named therein, as amended on January 14,
2000 (collectively, the "Purchase Agreement")) or portion thereof, in a
principal amount equal to the Exercise Price then in effect for the number of
shares for which this Warrant is being exercised.
Promptly after such exercise, the Company shall issue and deliver
to the Holder a certificate or certificates representing the number of shares of
Common Stock issuable upon such exercise. Upon issuances by the Company in
accordance with the terms of this Warrant, all such shares of Common Stock shall
be validly issued, fully paid and non-assessable, and free from all taxes, liens
and encumbrances with respect to the issuance thereof, except as set forth in
the Company's Certificate of Incorporation or bylaws, each as may be amended,
any applicable restrictions on sale set forth therein or pursuant to federal or
state securities laws and any restrictions on transfer set forth herein, in the
Purchase Agreement or in that certain Investors Rights Agreement by and among
the Company, the Holder and the other parties set forth therein (the "Investors
Rights Agreement"). To the extent permitted by law, this Warrant shall be deemed
to have been exercised immediately prior to the close of business on the date of
its surrender for exercise as provided herein, even if the Company's stock
transfer books are at that time closed and the Holder shall be treated for all
purposes as the holder of record of the Common Stock to be issued upon such
exercise as of the close of business on such date. Upon any exercise of this
Warrant for fewer than all Shares represented by this Warrant, the Company shall
cancel this Warrant and execute and deliver a new Warrant or Warrants in
substantially identical form for the remaining shares of Common Stock subject to
this Warrant.
1.2 NET ISSUE EXERCISE. Notwithstanding any provisions herein to
the contrary, if the Current Market Price (as defined in Section 2.5 hereof) of
one share of the Company's Common Stock is greater than the Exercise Price (at
the date of calculation as set forth below), in lieu of exercising this Warrant
by payment with cash, certified or cashier's check, the Holder may elect to make
a cash-free exercise of this Warrant and thereby to receive Shares equal to the
value (as determined below) of this Warrant (or the portion thereof being
canceled) by surrender of this Warrant at the principal office of the Company
together with the properly endorsed Notice of Exercise and notice of such
election, in which event the Company shall issue to the Holder a number of
Shares of Common Stock computed using the following formula:
X = Y (A-B)
---------
A
Where X = the number of Shares of Common Stock to be issued
to the Holder
Y = the gross number of Shares of Common Stock
purchasable under this Warrant or, if only a
portion of this Warrant is being exercised, the
gross number of Shares purchased under this Warrant
being canceled (at the date of such calculation)
A = the Current Market Price (as defined in Section
2.5 hereof) of one share of the Company's Common
Stock (at the date of such calculation)
B = Exercise Price (as adjusted to the date of such
calculation)
2. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES ISSUABLE. The
Exercise Price and the number of Shares issuable upon the exercise of the
Warrant are subject to adjustment from time to time upon the occurrence of the
events enumerated in this Section 2. For purposes of this Section 2, "Common
Stock" means shares now or hereafter authorized of any class of common stock of
the Company and any other stock of the Company, however designated, that has the
right (subject to any prior rights of any class or
2
3
series of preferred stock) to participate in any distribution of the assets or
earnings of the Company without limit as to per share amount.
2.1 ADJUSTMENT FOR CHANGE IN CAPITAL STOCK. If the Company:
(a) declares or pays a dividend or makes a distribution on
its Common Stock in shares of its Common Stock;
(b) subdivides its outstanding shares of Common Stock into
a greater number of shares;
(c) combines its outstanding shares of Common Stock into a
smaller number of shares;
(d) makes a distribution on its Common Stock in shares of
its capital stock other than Common Stock or preferred stock; or
(e) issues by reclassification of its Common Stock any
shares of its capital stock;
then the Exercise Price and the number and kind of shares of capital stock of
the Company issuable upon the exercise of the Warrant as in effect immediately
prior to such action shall be proportionately adjusted so that the Holder may
receive the aggregate number and kind of shares of capital stock of the Company
which the Holder would have owned immediately following such action if the
Warrant had been exercised immediately prior to such action. The adjustment
shall become effective immediately after the record date in the case of a
dividend or distribution and immediately after the effective date in the case of
a subdivision, combination or reclassification.
If after an adjustment the Holder upon exercise of the
Warrant may receive shares of two or more classes of capital stock of the
Company, the Company shall determine the allocation of the adjusted Exercise
Price between the classes of capital stock. After such allocation, which shall
be made by the Board of Directors of the Company in good faith and on a
reasonable basis, the exercise privilege and the Exercise Price of each class of
capital stock shall thereafter be subject to adjustment on terms comparable to
those applicable to Common Stock in this Section 2.
The above adjustments shall be made successively whenever
any event listed above shall occur.
2.2 ADJUSTMENT FOR RIGHTS ISSUE. If the Company sets a record
date for the distribution of any rights, options or warrants to all holders of
its Common Stock entitling them for a period expiring within sixty (60) days
after the record date mentioned below to purchase shares of Common Stock at a
price per share less than the Current Market Price per share on that record
date, the Exercise Price shall be adjusted in accordance with the formula:
O +(N x P)
-----
E' = E x M
------------
O + N
Where E' = the adjusted Exercise Price.
E = the current Exercise Price.
3
4
O = the number of shares of Common Stock outstanding on
the record date.
N = the number of additional shares of Common Stock
offered pursuant to such rights issuance.
P = the offering price per share of the additional shares.
M = the Current Market Price per share of Common Stock on
the record date.
The adjustment shall be made successively whenever any such
rights, options or warrants are issued and shall become effective immediately
after the record date for the determination of stockholders entitled to receive
the rights, options or warrants. If no rights, options or warrants are
distributed or at the end of the period during which such rights, options or
warrants are exercisable, not all rights, options or warrants shall have been
exercised, the Exercise Price shall be immediately readjusted to what it would
have been if "N" in the above formula had been the number of shares actually
issued.
2.3 ADJUSTMENT FOR CERTAIN OTHER DISTRIBUTIONS. If the Company
sets a record date for distribution to all holders of its Common Stock any of
its assets (including but not limited to cash, but excluding ordinary
dividends), debt securities, preferred stock, or any rights or warrants to
purchase debt securities, preferred stock, assets or other securities of the
Company, the Exercise Price shall be adjusted in accordance with the formula:
E' = E x (M - F)
-------
M
Where E' = the adjusted Exercise Price.
E = the current Exercise Price.
M = the Current Market Price per share of Common
Stock on the record date mentioned above.
F = the fair market value on the record date of the
assets, securities, rights or warrants applicable
to one share of Common Stock. The Board of
Directors shall determine the fair market value in
good faith and on a reasonable basis.
The adjustment shall be made successively whenever any such
distribution is made and shall become effective immediately after the record
date for the determination of stockholders entitled to receive the distribution.
If such distribution is not made, the Exercise Price shall be immediately
readjusted to what it would have been without regard to such distribution.
This subsection does not apply to rights, options or warrants
referred to in Section 2.2.
2.4 ADJUSTMENT FOR DISTRIBUTION IN SETTLEMENT OF LEGAL CLAIMS. In
the event the Company agrees to issue, grant or otherwise distribute shares of
its Common Stock or any securities exercisable for, or exchangeable into, shares
of its Common Stock in respect of any claims by its stockholders under that
certain litigation filed in the United States District Court for the District of
New Jersey under the caption In re Party City Corp. Securities Litigation, or
other claims from stockholders of the Company arising out of similar facts or
circumstances, the number of shares of Common Stock (calculated to
4
5
the nearest hundredth) issuable upon exercise of this Warrant and the Exercise
Price shall be adjusted in accordance with the following formulas:
N' = N + (S * N )
-
I
E' = E * N
-----
N'
Where N' = the adjusted number of Shares issuable upon
exercise of the Warrant by payment of the adjusted
Exercise Price.
N = the number of Shares issuable upon exercise of
the Warrant prior to the adjustment.
S = the number of shares of Common Stock issued in
respect of the claim (or shares of Common Stock
issuable upon conversion of securities issued in
respect of the claim).
I = the aggregate number of issued and outstanding
shares of Common Stock prior to the issuance of
shares of Common Stock (or convertible securities)
in respect of the claim.
E' = the adjusted Exercise Price.
E = the current Exercise Price.
The adjustment shall be made successively whenever any such
distribution is made and shall become effective immediately after the record
date for the determination of stockholders entitled to receive the distribution.
If such distribution is not made, the Exercise Price shall be immediately
readjusted to what it would have been without regard to such distribution.
2.5 CURRENT MARKET PRICE. The "Current Market Price" per share of
the Common Stock is the last reported sales price of the Common Stock as
reported by the Nasdaq National Market ("NMS"), or the primary national
securities exchange on which the Common Stock is then quoted; provided, however,
that if the Common Stock is neither traded on the NMS nor on a national
securities exchange, the price referred to above shall be the price reflected on
Nasdaq, or if the Common Stock is not then traded on Nasdaq, the price reflected
in the over-the-counter market as reported by the National Quotation Bureau,
Inc. or any organization performing a similar function, and provided, further,
that if the Common Stock is not publicly traded, the Current Market Price of the
Common Stock shall be the fair market value as determined in good faith by the
Board of Directors of the Company.
2.6 WHEN DE MINIMIS ADJUSTMENT MAY BE DEFERRED. No adjustment in
the Exercise Price and/or the number of Shares subject to this Warrant shall be
made if such adjustment would result in a change in (a) the Exercise Price of
less than one cent ($0.01) per share or (b) the number of Shares represented by
this Warrant of less than one share (the "Adjustment Threshold Amount"). Any
adjustment not made because the Adjustment Threshold Amount is not satisfied
shall be carried forward and made, together with any subsequent adjustments, at
such time as (i) the aggregate amount of all such adjustments is at least equal
to the Adjustment Threshold Amount or (ii) this Warrant is exercised.
5
6
2.7 WHEN NO ADJUSTMENT REQUIRED.
(a) No adjustment need be made for a transaction referred
to in Sections 2.1, 2.2 or 2.3 to the extent the Holder participates in the
transaction by virtue of the Holder's position as the holder of this Warrant.
(b) No adjustment need be made for rights to purchase
Common Stock pursuant to a Company plan for reinvestment of dividends or
interest approved by the Board of Directors of the Company.
(c) No adjustment need be made for a change in the par
value or no par value of the Common Stock.
2.8 VOLUNTARY REDUCTION. The Company from time to time may reduce
the Exercise Price by any amount for any period of time if the period is at
least twenty (20) days and if the reduction is irrevocable during the period;
provided, however, that in no event may the Exercise Price be less than the par
value of a share of Common Stock.
Whenever the Exercise Price is reduced, the Company shall provide
the Holder a notice of the reduction. The Company shall provide notice at least
fifteen (15) days before the date the reduced Exercise Price takes effect. The
notice shall state the reduced Exercise Price and the period it will be in
effect.
A reduction hereunder of the Exercise Price does not change or
adjust the Exercise Price otherwise in effect for purposes of Sections 2.1, 2.2
and 2.3.
2.9 NOTICE OF CERTAIN TRANSACTIONS. If:
(a) The Company takes any action that would require an
adjustment in the Exercise Price pursuant to Sections 2.1, 2.2 or 2.3;
(b) The Company takes any action that would require a
supplemental warrant pursuant to Section 2.10; or
(c) there is a liquidation or dissolution of the Company;
the Company shall provide the Holder a notice stating the proposed record date
for a dividend or distribution or the proposed effective date of a subdivision,
combination, reclassification, consolidation, merger, transfer, lease,
liquidation or dissolution. The Company shall provide notice at least fifteen
(15) days before such date. Failure to provide the notice or any defect in it
shall not affect the validity of the transaction or the rights of the Holder
hereunder.
2.10 REORGANIZATION OF COMPANY. If the Company consolidates or
merges with or into, or transfers or leases all or substantially all its assets
to, any person, upon consummation of such transaction the Warrant shall
automatically become exercisable for the kind and amount of securities, cash or
other assets which the Holder would have owned immediately after the
consolidation, merger, transfer or lease if the Holder had exercised the Warrant
immediately before the effective date of the transaction. Concurrently with, and
as a condition to effectiveness of, the consummation of such transaction, the
corporation formed by or surviving any such consolidation or merger if other
than the Company, or the person to which such sale or conveyance shall have been
made, shall enter into a supplemental warrant so providing and further providing
6
7
for adjustments which shall be as nearly equivalent as may be practical to the
adjustments provided for in this Section 2. The successor Company shall provide
the Holder a notice describing the supplemental warrant.
If the issuer of securities deliverable upon exercise of warrants
under the supplemental warrant is an affiliate of the formed, surviving,
transferee or lessee corporation, that issuer shall join in the supplemental
warrant.
If this Section 2.10 applies, Sections 2.1, 2.2 and 2.3 do not
apply.
2.11 COMPANY DETERMINATION FINAL. Any determination that the
Company or the Board of Directors must make pursuant to this Section 2 must be
made by consent of at least three-fourths of the members of the Board of
Directors. Any such determination shall be deemed presumptively correct absent
manifest error.
2.12 ADJUSTMENT IN NUMBER OF SHARES. Upon each adjustment of the
Exercise Price pursuant to this Section 2, the Warrant shall thereafter evidence
the right to receive upon payment of the adjusted Exercise Price that number of
shares of Common Stock (calculated to the nearest hundredth) obtained from the
following formula (other than Section 2.4 in which case the number of Shares
will be adjusted in accordance with the provisions of said section):
N' = N x E
-
E'
Where N' = the adjusted number of Shares issuable upon
exercise of the Warrant by payment of the adjusted
Exercise Price.
N = the number or Shares previously issuable upon
exercise of the Warrant by payment of the Exercise
Price prior to adjustment.
E' = the adjusted Exercise Price.
E = the Exercise Price prior to adjustment.
2.13 NOTICE OF ADJUSTMENT OF EXERCISE PRICE. Whenever the Company
shall take any action resulting in any adjustment provided for in this Section
2, the Company shall forthwith deliver or cause to be delivered notice of such
action to the Holder, which notice shall set forth the number of Shares then
subject to the Warrant and the purchase price thereof resulting from such
adjustment. Written notice shall be delivered in accordance with the provisions
of Section 10.
3. RIGHTS OF THE HOLDER.
3.1 NO RIGHTS AS STOCKHOLDER. The Holder shall not, by virtue
hereof, be entitled to any rights of a stockholder in the Company, either at law
or equity, and the rights of the Holder are limited to those expressed in this
Warrant. Nothing contained in this Warrant shall be construed as conferring upon
the Holder the right to vote or to consent or to receive notice as a stockholder
of the Company on any matters or with respect to any rights whatsoever as a
shareholder of the Company. No dividends or interest shall be payable or accrued
in respect of this Warrant or the interest represented hereby or the shares of
Common Stock purchasable hereunder until, and only to the extent that, this
Warrant shall have been exercised in accordance with its terms.
7
8
3.2 REGISTRATION RIGHTS. The Holder shall have those registration
rights and obligations as defined in the applicable provisions of the Investor
Rights Agreement.
4. NO IMPAIRMENT. The Company will not, by any voluntary action, avoid
or seek to avoid the observance or performance of any of the terms of this
Warrant, but shall at all times in good faith assist in effecting the terms of
this Warrant and in taking all actions necessary or appropriate in order to
protect the rights of the Holder against dilution or other impairment of its
rights hereunder.
5. NO FRACTIONAL SHARES. No fractional shares shall be issued upon
exercise of this Warrant. In lieu of issuing any fractional share, the Company
shall pay the Holder entitled to such fraction a sum in cash equal to such
fraction multiplied by the Current Market Price.
6. RESERVATION OF STOCK ISSUABLE UPON EXERCISE OF WARRANT. The Company
covenants and agrees that during the period of time during which this Warrant is
exercisable, it will at all times have authorized and reserved solely for
issuance and delivery upon the exercise of this Warrant, all such shares of
Common Stock and other stock, securities and property as from time to time are
receivable upon the exercise of this Warrant. If at any time the number of
authorized but unissued shares of Common Stock shall not be sufficient to effect
the exercise of this Warrant, the Company will take such corporate action as
may, in the opinion of its counsel, be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as shall be sufficient
for such purposes. The Company further covenants that all shares issuable upon
exercise of this Warrant and payment of the Exercise Price, all as set forth
herein, will be free from all taxes, liens and charges in respect of the issue
of such shares (other than taxes in respect of any transfer occurring
contemporaneously with such exercise and payment or otherwise specified herein).
The Company agrees that its issuance of this Warrant shall constitute full
authority to its officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for Shares of
Common Stock upon the exercise of this Warrant and covenants that all such
Shares, when issued, sold and delivered in accordance with the terms of this
Warrant for the consideration expressed herein, will be duly and validly issued,
fully paid and nonassessable, and will be free of restrictions on transfer other
than restrictions on transfer set forth in this Warrant and applicable state and
federal securities laws.
7. ISSUE TAX. The issuance of certificates for shares of Common Stock
upon the exercise of this Warrant shall be made without charge to the Holder of
this Warrant for any issue tax (other than applicable income taxes) in respect
thereof, provided, however, that the Company shall not be required to pay any
tax that may be payable in respect of any transfer involved in the issuance and
delivery of any certificate in a name other than that of the then Holder of this
Warrant being exercised.
8. TRANSFER RESTRICTIONS. This Warrant may be transferred in whole or in
part. Any transfer of this Warrant permitted under this Section 8 shall be made
only upon surrender for exchange of this Warrant (in negotiable form, if not
surrendered by the Holder named on the face hereof) to the Company at its
principal office, in which event the Company will issue and deliver a new
warrant or warrants in substantially identical form representing in the
aggregate, the same number of shares of Common Stock, in the denomination or
denominations requested, to or on the order of such Holder upon payment by such
Holder of any applicable transfer taxes; and provided further that all
reasonable expenses incurred in connection with such re-issuance and delivery
shall be borne by the Holder. The terms of this Warrant shall be binding upon
the executors, administrators. heirs, successors and assigns of the Holder.
9. REPLACEMENT OF WARRANT. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant, and (in the case of loss, theft or destruction) upon delivery of
an indemnity agreement in such reasonable amount as the Company may
8
9
determine, or (in the case of mutilation) upon surrender and cancellation
hereof, the Company, at its expense, shall issue a new warrant in substantially
identical form in replacement hereof.
10. NOTICES. Notices and other communications under this Warrant shall
be in writing and shall be delivered by facsimile transmission, hand or courier
service, or mailed by registered or certified mail, return receipt requested,
addressed, (a) if to the original Holder, at the address set forth in Schedule A
to the Purchase Agreement or at such other address as the Holder shall have
furnished to the Company in writing, or (b) if to any other Holder, at such
address as such other Holder shall have furnished to the Company in writing, or,
until any such other Holder so furnishes to the Company an address, then to and
at the address of the last Holder of such Note who has furnished an address to
the Company, or (c) if to the Company, at its address set forth in the Purchase
Agreement, to the attention of Corporate Secretary, or at such other address, or
to the attention of such other officer, as the Company shall have furnished to
the Holder in writing. Any notice so addressed and delivered by facsimile
transmission, hand or courier shall be deemed to be given when received, and any
notice so addressed and mailed by registered or certified mail shall be deemed
to be given three business days after being so mailed.
11. GOVERNING LAW. This Warrant shall be construed in accordance with
and governed by the laws of the State of New York.
12. EXPIRATION DATE. If the last day on which this Warrant may be
exercised, or on which it may be exercised at a particular Exercise Price, is a
Saturday, Sunday or a legal holiday or a day on which banking institutions doing
business in Los Angeles or the City of New York are authorized by law to close,
this Warrant may be exercised prior to 5:00 p.m. (New York City time) on the
next full business day with the same force and effect and at the same Exercise
Price as if exercised on such last day specified herein.
13. MODIFICATION AND WAIVER. The terms of this Warrant or any term
hereof may be changed, waived, discharged or terminated only by the written
consent of the Holder.
14. HEADINGS. The descriptive headings in this Warrant are included for
convenience only, and do not constitute a part hereof.
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed and delivered on the date first set forth above.
PARTY CITY CORPORATION
000 Xxxxxxx Xxx
Xxxxxxxx, Xxx Xxxxxx 00000
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
9
10
ANNEX I
NOTICE OF EXERCISE
(To be signed only upon exercise of Warrant)
To: Party City Corporation
000 Xxxxxxx Xxx
Xxxxxxxx, Xxx Xxxxxx 00000
Attn: Corporate Secretary
The undersigned, Holder of the attached Warrant No. W-____, hereby
irrevocably elects to exercise the purchase right represented by this Warrant as
follows:
[ ] The undersigned elects to purchase _________ shares of Common
Stock of Party City Corporation for cash or check and herewith
makes payment of $_______ for those shares.
[ ] The undersigned elects to purchase _________ shares of Common
Stock of Party City Corporation through the surrender of Notes
(as such term is used in the Warrant) in the principal amount of
$_______ as payment for those shares.
[ ] The undersigned elects to effect a net exercise of this Warrant,
exercising this Warrant as to the following gross number of
shares: ___________. The undersigned understands that the actual
number of shares issuable will be determined in accordance with
Section 1.2 of this Warrant.
The undersigned requests that the certificates for the shares be issued
in the name of, and delivered to, _______________________*, whose address is
_____________________________________________________________________.
Dated: ,
---------------------- ------ --------------------------------
Signature
(Signature must conform in all
respects to name of Holder as
specified on the face of the
attached Warrant.)
Holder:
---------------------------
By:
-------------------------------
Title:
----------------------------
----------------------------------
Address
----------------------------------
----------------------------------
* If the stock is to be issued to anyone other than the registered Holder of
this Warrant, this Notice of Exercise must be accompanied by an opinion of
counsel to the effect that such transfer may be effected without compliance with
the registration and prospectus delivery requirements of the Securities Act of
1933, as amended.
