THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE OR OTHER SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED OR ASSIGNED EXCEPT (i) PURSUANT TO REGISTRATIONS THEREOF UNDER SUCH
LAWS, OR (ii) IF, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO GENERAL
ACCEPTANCE CORPORATION, THE PROPOSED TRANSFER MAY BE EFFECTED IN COMPLIANCE WITH
APPLICABLE SECURITIES LAWS WITHOUT SUCH REGISTRATIONS.
WARRANT TO PURCHASE 500,000 SHARES
OF COMMON STOCK OF
GENERAL ACCEPTANCE CORPORATION
ISSUED TO
CONSECO, INC.
DATED: September 16, 1997
NO. 1
(INCORPORATED UNDER THE LAWS OF THE STATE OF INDIANA)
THIS IS TO CERTIFY THAT Conseco, Inc., an Indiana corporation ("Conseco"), (or
its registered assigns, herein referred to as the "Holder") is entitled, upon
the due exercise hereof and subject to the terms and conditions hereof, at any
time and from time to time commencing on the date hereof, and ending on the date
(the "Termination Date") which is the later to occur of December 31, 1998 or the
10th day after the date upon which Conseco, its successors or assigns has no
further obligation or liability under the Guaranty (as defined in the September
Agreement as hereinafter defined), to purchase from General Acceptance
Corporation, an Indiana corporation (the "Company"), and the Company shall issue
and sell to the Holder, the number of shares of common stock, no par value (the
"Common Stock"), of the Company (said number of shares as adjusted as provided
herein being hereinafter referred to as the "Shares") set forth above upon
surrender hereof, with the form of election to purchase included herein
completed and duly executed, at the office of the Company, and upon simultaneous
payment therefor at an exercise price per Share equal to $1.00 (said amount as
adjusted herein being hereinafter referred to as the "Purchase Price") in cash
and/or check payable to the order of the Company. The number and Purchase Price
of the Shares are subject to adjustment as provided herein. This Warrant is
issued pursuant to that certain Agreement of even date herewith by and between
the Company and Conseco (the "September Agreement").
1. (a) Subject to the restrictions set forth in Section 2
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hereof, upon surrender of this Warrant, and payment of the Purchase Price as
aforesaid, the Company shall issue and deliver with all reasonable dispatch the
certificate(s) for the Shares to or upon the written order of the Holder of this
Warrant and in such name or names as such Holder may designate. Such
certificate(s) shall represent the number of Shares issuable upon the exercise
of the Warrants embodied herein, together with a cash amount (if the holder has
so elected in accordance with the provisions of Section 7 hereof) in respect of
any fraction of a Share otherwise issuable upon such surrender.
Certificate(s) representing the Shares shall be deemed to have been
issued and the person so designated to be named therein shall be deemed to have
become a holder of record of such Shares as of the date of the surrender of this
Warrant and payment of the Purchase Price as aforesaid; provided, however, that
if, at the date of surrender of this Warrant and payment of such Purchase Price,
the transfer books for the Shares or other classes of stock purchasable upon the
exercise of this Warrant shall be closed, the certificate(s) for the Shares in
respect of which this Warrant is then exercised shall be issuable as of the date
on which such books shall next be opened, and until such date the Company shall
be under no duty to deliver any certificate(s) for such Shares. Prior to the
Termination Date, this Warrant shall be exercisable, at the election of the
registered holder hereof, either as an entirety or from time to time for part of
the number of Shares specified herein, but in no event shall fractional Shares
be issued with regard to the exercise of this Warrant. In the event that this
Warrant is exercised at any time for less than the aggregate number of Shares
then subject to exercise hereunder, a new Warrant shall be issued to such Holder
for the remaining number of Shares purchasable pursuant hereto. The Company
shall cancel this Warrant when it is surrendered upon exercise.
Prior to due presentment for registration of transfer of this Warrant,
the Company shall deem and treat the Holder in whose name this Warrant shall be
issued as the absolute owner of this Warrant (notwithstanding any notation of
ownership or other writing on this Warrant made by anyone other than the
Company) for the purpose of any exercise hereof, of any distribution to the
holder hereof, and for all other purposes, and the Company shall not be affected
by any notice to the contrary.
(b) The Holder hereby represents to the Company that the Holder is
taking the Warrants for investment and not with a view to a distribution of the
Warrants or the underlying Common Stock. Nevertheless, the Company and the
Holder acknowledge and agree that Holder may sell, transfer, assign, hypothecate
or otherwise dispose of this Warrant after the date hereof, provided such sale,
transfer, assignment, hypothecation or other disposition is in accordance with
applicable federal and state securities laws.
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2
2. The Company shall pay all documentary stamp taxes, if any,
attributable to the initial issuance of the Shares issuable upon the exercise of
this Warrant; provided, however, that the Company shall not be required to pay
any tax or taxes which may be payable in respect of any transfer involved in the
issue or delivery of any certificates for Shares in a name other than that of
the Holder upon the exercise of this Warrant, and in such case the Company shall
not be required to issue or deliver any certificates for Shares until or unless
the person or persons requesting the issuance have paid to the Company the
amount of such tax or have established to the Company's satisfaction that such
tax has been paid.
3. In case this Warrant shall be mutilated, lost, stolen or destroyed,
the Company shall issue and deliver, in exchange and substitution for and upon
cancellation of the mutilated Warrant, or in lieu of and substitution for the
Warrant lost, stolen or destroyed, a new Warrant of like tenor and representing
an equivalent number of Shares purchasable upon exercise, but only upon receipt
of evidence reasonably satisfactory to the Company of such loss, theft or
destruction of such Warrant.
4. (a) At all times prior to the Termination Date, the Company shall at
all times reserve and keep available and free of preemptive rights out of its
authorized but unissued Common Stock, solely for the purpose of issuance upon
exercise of this Warrant, the number of shares of Common Stock as shall from
time to time be sufficient to effect the exercise of the Warrant, and 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 shall take the
corporate action necessary to increase the number of its authorized Common Stock
to a number sufficient for this purpose. The Company further covenants that all
shares that may be issued upon the exercise of this Warrant and payment of the
Purchase Price, all as set forth herein, will be free from all taxes, liens and
charges in respect of the issue thereof. 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 the shares upon the exercise of this Warrant.
(b) Before taking any action which would cause an adjustment pursuant
to the terms set forth herein reducing the portion of the Purchase Price
attributable to the Shares below the then par value (if any) of such Shares, the
Company shall take any corporate action which may, in the opinion of its counsel
(which may be counsel regularly engaged by the Company), be necessary in order
that the Company may validly and legally issue fully paid and nonassessable
Shares at the Purchase Price as so adjusted.
(c) The Company covenants that all Shares issued upon
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3
exercise of the Warrants shall, upon issuance in accordance with the terms
hereof, be fully paid and nonassessable and free from all preemptive rights and
taxes, liens, charges and security interests created by the Company with respect
to the issuance and holding thereof.
(d) Notwithstanding any other provisions of this Section 4 to the
contrary, the exercise rights of the Holder shall be subject to compliance with
all applicable federal and state securities laws, and the Holder agrees to
execute all required agreements and documents required by the Company to
establish compliance with such laws.
5. Subject to the provisions of Section 1 above, this Warrant may be
exchanged for a number of Warrants of the same tenor as this Warrant for the
purchase in the aggregate of the same number of Shares of the Company as are
purchasable upon exercise of this Warrant, upon surrender hereof at the office
of the Company with written instructions as to the denominations of the Warrants
to be issued in exchange.
6. Adjustments.
(a) Reorganization, Merger or Sale of Assets
If at any time while this Warrant, or any portion
thereof, is outstanding there shall be (i) a reorganization
(other than a combination, reclassification, exchange or
subdivision of shares otherwise provided for herein), (ii) a
merger or consolidation with or into another corporation in
which the Company is not the surviving entity, or a reverse
triangular merger in which the Company is the surviving entity
but the shares of the Company's capital stock outstanding
immediately prior to the merger are converted by virtue of the
merger into other property, whether in the form of securities,
cash or otherwise, or (iii) a sale or transfer of the
Company's properties and assets as, or substantially as, an
entirety to any other person, then, as a part of such
reorganization, merger, consolidation, sale or transfer,
lawful provision shall be made so that the holder of this
Warrant shall thereafter be entitled to receive upon the
exercise of the Warrant the number of shares of stock or other
securities or property of the successor corporation resulting
from such reorganization, merger, consolidation, sale or
transfer that a holder of the shares deliverable upon the
exercise of this Warrant would have been entitled to receive
in such reorganization,
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4
consolidation, merger, sale or transfer if this Warrant had
been exercised immediately before such reorganization, merger,
consolidation, sale or transfer, all subject to further
adjustment as provided in this Section 6. The foregoing
provisions of this Section 6(a) shall similarly apply to
successive reorganizations, consolidations, mergers, sales and
transfers and to the stock or securities of any other
corporation that are at the time receivable upon the exercise
of this Warrant. If the per-share consideration payable to the
Holder for shares in connection with any such transaction is
in a form other than cash or marketable securities, then the
value of such consideration shall be determined in good faith
by the Company's Board of Directors. In all events,
appropriate adjustment (as determined in good faith by the
Company's Board of Directors) shall be made in the application
of the provisions of this Warrant with respect to the rights
and interests of the Holder after the transaction, to the end
that the provisions of this Warrant shall be applicable after
that event, as near as reasonably may be, in relation to any
shares or other property deliverable after that event upon
exercise of this Warrant.
(b) Reclassification.
If the Company, at any time while this Warrant, or
any portion thereof, remains outstanding, by reclassification
of securities or otherwise, shall change any of the securities
as to which exercise rights under this Warrant exist into the
same or a different number of securities of any other class or
classes, this Warrant shall thereafter represent the right to
acquire such number and kind of securities as would have been
issuable as the result of such change with respect to the
securities that were subject to the exercise rights under this
Warrant immediately prior to such reclassification or other
change and the Purchase Price or number of shares received
upon such exercise shall be appropriately adjusted, all
subject to further adjustment as provided in this Section 6.
(c) Split, Subdivision or Combination of Shares.
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5
If the Company at any time while this Warrant, or any
portion thereof, remains outstanding shall split, subdivide or
combine the securities as to which exercise rights under this
Warrant exist, into a different number of securities of the
same class, the number of shares issuable upon exercise shall
be proportionately decreased in the case of a split or
subdivision or proportionately increased in the case of a
combination.
(d) Adjustments for Dividends in Stock or Other
Securities or Property.
If while this Warrant, or any portion hereof, remains
outstanding and unexpired the holders of the securities as to
which exercise rights under this Warrant exist at the time
shall have received, or, on or after the record date fixed for
the determination of eligible stockholders, shall have become
entitled to receive, without payment therefor, other or
additional stock or other securities or property (other than
cash) of the Company by way of dividend, then and in each
case, this Warrant shall represent the right to acquire upon
exercise, in addition to the number of shares of the security
receivable upon exercise of this Warrant, and without payment
of any additional consideration therefor, the amount of such
other or additional stock or other securities or property
(other than cash) of the Company that such Holder would hold
on the date of such exercise had it been the Holder of record
of the security receivable upon exercise of this Warrant on
the date hereof and had thereafter, during the period from the
date hereof to and including the date of such exercise,
retained such shares and/all other additional stock, other
securities or property available by this Warrant as aforesaid
during such period, giving effect to all adjustments called
for during such period by the provisions of this Section 6.
(e) Issuance of Shares Below Purchase Price.
(1) If while this Warrant, or any portion hereof,
remains outstanding, the Company shall offer and sell
Additional Shares of Common Stock (as hereinafter defined) for
consideration per share less than the Purchase Price in effect
immediately prior to the issuance of such Additional Shares of
Common Stock (except upon the exercise of stock options
granted pursuant to the Company's Stock Option Plan approved
by
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6
the Board), the Purchase Price in effect immediately prior to
each such issuance shall forthwith be adjusted upon such
issuance to a price equal to the price paid per share for such
Additional Shares of Common Stock.
(2) For the purpose of the calculations provided in
this Section 6(e), if at any time or from time to time after
the date hereof the Company shall issue any rights or options
for the purchase of, or stock or other securities convertible
into, Additional Shares of Common Stock (such Common Stock or
securities being hereinafter referred to as "Convertible
Securities"), then, and in each case, if the Effective Price
(as hereinafter defined) of such rights, options or
Convertible Securities shall be less than the Purchase Price,
the Company shall be deemed to have issued at the time of the
issuance of such rights or options or Convertible Securities
the maximum number of Additional Shares of Common Stock
issuable upon exercise or conversion thereof and to have
received as consideration for the issuance of such shares an
amount equal to the total amount of the consideration, if any,
payable to the Company upon exercise or conversion of such
options or rights. "Effective Price" shall mean the quotient
determined by dividing the total of all of such consideration
by such maximum number of Additional Shares of Common Stock.
No further adjustment shall be made as a result of the actual
issuance of Additional Shares of Common Stock on the exercise
of any such rights or options or the conversion of any such
Convertible Securities. In the case of Convertible Securities
which have a conversion price which is based, in whole or in
part, upon a discount to the market price or value of the
Common Stock, then for the purposes of calculating the
Effective Price, the consideration shall be deemed to include
the minimum conversion price payable to the Company.
If any such rights or options or the conversion
privilege represented by any such Convertible Securities shall
expire without having been exercised, the adjustment to the
number of shares available hereunder upon the issuance of such
rights, options or Convertible Securities shall be readjusted
to the number of shares that would have been in effect had an
adjustment been made on the basis that the only Additional
Shares of Common Stock so issued were the Additional Shares of
Common Stock, if any, actually issued or sold on the exercise
of such rights or options or rights of conversion of such
Convertible Securities, and such Additional Shares of Common
Stock, if any, were issued or sold for the consideration
actually received by the
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7
Company for the granting of all such rights or options,
whether or not exercised, plus the consideration received for
issuing or selling the Convertible Securities actually
converted plus the consideration, if any, actually received by
the Company on the conversion of such Convertible Securities.
(3) For the purpose of the calculations provided for in this
Section 6(e), if at any time or from time to time after the
date hereof the Company shall issue any rights or options for
the purchase of Convertible Securities, then, in each such
case, if the Effective Price thereof is less than the then
Purchase Price, the Company shall be deemed to have issued at
the time of the issuance of such rights or options the maximum
number of Additional Shares of Common Stock issuable upon
conversion of the total amount of Convertible Securities
covered by such rights or options and to have received as
consideration for the issuance of such Additional Shares of
Common Stock an amount equal to the amount of consideration,
if any, received by the Company for the issuance of such
rights or options, plus the consideration, if any, payable to
the Company upon the conversion of such Convertible
Securities. "Effective Price" shall mean the quotient
determined by dividing the total amount of such consideration
by such maximum number of Additional Shares of Common Stock.
No further adjustment of such Conversion Price adjusted upon
the issuance of such rights or options shall be made as a
result of the actual issuance of the Convertible Securities
upon the exercise of such rights or options or upon the actual
issuance of Additional Shares of Common Stock upon the
conversion of such Convertible Securities.
(4) The term "Additional Shares of Common Stock" as used
herein shall mean all shares of Common Stock issued or deemed
issued by the Company after the date hereof, other than (i)
securities issued pursuant to or in connection with the terms
of the September Purchase Agreement; (ii) shares of Common
Stock issued upon conversion of convertible securities or the
exercise of common stock purchase warrants outstanding as of
the date hereof; (iii) shares of Common Stock issuable to
employees, officers or directors pursuant to the Company's
stock option plan; (iv) shares of Common Stock issued or
issuable to directors in connection with their service as
directors; (v) shares of Common Stock issued or issuable to
directors, officers or employees for services rendered or to
be rendered pursuant to arrangements approved by the Board of
Directors; and (vii) shares of Common Stock issued in
connection with a business combination, merger,
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8
consolidation, asset acquisition or the acquisition of the
business of another corporation (through the purchase of stock
or assets) approved by the Board of Directors and all of the
Conseco Directors (as defined in the September Agreement).
(f) No Impairment.
The Company will not, by any voluntary action, avoid
or seek to avoid the observance or performance or any of the
terms to be observed or performed hereunder by the Company,
but will at all times in good faith assist in the carrying out
of all the provisions of this Section 6 and in the taking of
all such action as may be necessary or appropriate in order to
protect the rights of the Holder against impairment.
7. Upon exercise the Company shall not be required to issue fractions
of Shares. In lieu of such fractional Shares, the holders of Warrants shall
receive an amount in cash equal to the same fraction of the current market value
of one whole Share. For purposes of this Section 7, the current market value of
one whole Share shall be determined pursuant to Section 6(c) hereof. All
calculations under this section 7 shall be made to the nearest cent.
8. (a) The holder of a Warrant shall not be entitled to any rights of a
shareholder of the Company with respect to any Shares purchasable upon the
exercise thereof, including voting, dividend or dissolution rights, until such
Shares have been paid for in full and issued to such holder. As soon as
practicable after such exercise, the Company shall deliver a certificate or
certificates for the securities issuable upon such exercise, all of which shall
be fully paid and nonassessable, to the person or persons entitled to receive
the same; provided, however, that such certificate or certificates delivered to
the holder of the surrendered Warrant shall bear a legend reading substantially
in the following form (in addition to any legend required by state securities
laws)
(b) THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 193, AS
AMENDED. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED UPON CONVERSION
THEREOF MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
EXEMPTION THEREFROM UNDER SAID ACT.
The Holder shall be entitled to the redemption rights set forth in the
September Agreement and to the registration rights set forth in that certain
Registration Rights Agreement of even date herewith by and between the Company
and the Holder.
G:\LEGAL\XXXX\XXXXX\WAR913.WPD
9
9. (a) Upon any adjustment of the Purchase Price pursuant to Section 6
hereof, the Company within ninety (90) calendar days thereafter shall have on
file for inspection by the holder hereof a certificate of the Board of Directors
of the Company setting forth the Purchase Price after such adjustment and
setting forth in reasonable detail the method of calculation and the facts upon
which such calculations are based and setting forth the number of Shares
purchasable upon exercise of a Warrant after such adjustment in the Purchase
Price, which certificate shall, absent manifest error, be conclusive evidence of
the correctness of the matters set forth therein.
(b) In case at any time prior to the Termination Date:
(1) the Company shall authorize the issuance to all holders of Common
Stock of rights, options or warrants to subscribe for or purchase capital stock
of the Company or of any other subscription rights, options or warrants; or
(2) the Company shall authorize the distribution to all holders of
Common Stock of evidences of its indebtedness or assets (other than cash
dividends or cash distributions payable out of earnings (or combined or
consolidated earnings if the Company shall have one or more subsidiaries) or
earned surplus or dividends payable in Common Stock or distributions of scrip);
or
(3) of any consolidation or merger to which the Company is a party and
for which approval of any stockholders of the Company is required, or of the
conveyance or transfer of the properties and assets of the Company substantially
as an entirety, or of any capital reorganization of any reclassification of the
Common Stock (other than a change in par value, or from par value to no par
value, or from no par value to par value, or as a result of a subdivision or
combination); or
(4) of the voluntary or involuntary dissolution,
liquidation or winding up of the Company; or
(5) the Company proposes to take any other action
which would require an adjustment of the Purchase Price
pursuant to Section 6 hereof;
then the Company shall give to the holder of a Warrant at his or its address
appearing below at least ten (10) calendar days prior to the applicable record
date hereinafter specified in (i) or (ii) below, by first-class mail, postage
prepaid, a written notice stating (i) the date as of which the holders of record
of shares of
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10
Common Stock to be entitled to receive any such rights, options, warrants or
distribution are to be determined or (ii) the date on which any such
consolidation, merger, conveyance, transfer, reorganization, reclassification,
dissolution, liquidation or winding up is expected to become effective, and the
date as of which it is expected that holders of record of shares of Common Stock
shall be entitled to exchange such shares for securities or other property, if
any, deliverable upon such consolidation, merger, conveyance, transfer,
reorganization, reclassification, dissolution, liquidation or winding up. The
failure to give the notice required by this Section 9 (b) or any defect herein
shall not affect the legality or validity of any distribution right, option,
warrant, consolidation, merger, conveyance, transfer, reorganization,
reclassification, dissolution, liquidation or winding up or the vote upon any
action.
(c) Nothing contained herein shall be construed as conferring upon the
holder of a Warrant with respect to the Shares the right to vote or to consent
or to receive notice as a stockholder in respect of the meetings of stockholders
or the election of directors of the Company or any other matter, or any rights
whatsoever as a stockholder of the Company.
10. Except as otherwise provided herein, any notice, request, demand or
other communication that are required or may be given pursuant to the terms of
this Warrant shall be in writing and delivery shall be deemed sufficient and to
have been duly given on the date of service if delivered personally or by
facsimile transmission if receipt is confirmed to the party to whom notice is to
be given or on the third day after mailing if mailed by first-class mail, return
receipt requested, postage prepaid, if to the Company addressed to:
General Acceptance Corporation
0000 Xxxxx Xxxx
Xxxxxxxxxxx, Xxxxxxx 00000
Attention: Chief Financial Officer
Fax (000) 000-0000
Copies to:
Xx. Xxxxxxx Xxxxxx
0000 Xxxxx Xxxxxx Xxxxxxxxx
Xxxxxxxxxxx, Xxxxxxx 00000
and
Xxxxxxx XxXxxxxxx Xxxxxx & Xxxxxxxx
Suite 0000 Xxx Xxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx
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11
Fax: (000) 000-0000
or to such other address as the Company may designate by written notice to the
holder of a Warrant, and if to the Holder of a Warrant at his or its registered
address and/or facsimile number on the records of the Company with a copy to:
Conseco, Inc.
00000 Xxxxx Xxxxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxx Xxxx
Fax: (000) 000-0000
11. All the covenants and provisions herein by or for the benefit of
the Company hereof shall bind and inure to the benefit of its respective
successors and assigns to the extent permitted hereunder and all of the
covenants and provisions herein by or for the benefit of the holder hereof shall
inure to the benefit of such holder's successors, legal representatives, heirs
or assigns as permitted herein.
12. Indiana law shall govern this interpretation, construction, and
enforcement of this Warrant and all transactions contemplated hereby,
notwithstanding any state's choice of law rules to the contrary. Any litigation
related to this Warrant may be maintained only in the federal district court for
the Southern District of Indiana, Indianapolis Division (or any successor
jurisdiction) or in an Indiana state court in Xxxxxxxx County or one of the
counties immediately contiguous to Xxxxxxxx County, and each party hereby
irrevocably consents and submits to the jurisdiction of that federal or state
court and irrevocably waives any objection the party may have based upon
improper venue, forum non conveniens, or other similar doctrines or rules.
13. Nothing in the Warrant shall be construed to give to any person or
corporation other than the Company and the holder of this Warrant any legal or
equitable right, remedy or claim under this Warrant; but this Warrant shall be
for the sole and exclusive benefit of the Company and the holder of this
Warrant.
IN WITNESS WHEREOF, an authorized officer of the Company has
signed this Warrant.
GENERAL ACCEPTANCE CORPORATION
By:/s/ R. E. XXXXXX
------------------
President
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12
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13
ELECTION TO PURCHASE
(To be executed by the holder only if it desires to exercise
Warrants evidenced by the within Warrant)
TO: GENERAL ACCEPTANCE CORPORATION
0000 Xxxxx Xxxx
Xxxxxxxxxxx, Xxxxxxx 00000
Attention: Chief Financial Officer
The undersigned hereby (1) irrevocably elects to exercise
_______________ Warrants, evidenced by the within Warrant for, and to purchase
thereunder ____________________ Shares issuable upon exercise of said Warrants,
(2) makes payment in full of the Purchase Price of such Shares, (3) requests
that certificates for the Shares be issued in the name of:
Please print Social Security or Tax Identification Number
=================================================================
(Please print name and address)
==================================================================
and (4) if said number of Warrants shall not be all the Warrants evidenced by
the within Warrant, requests that a new Warrant evidencing Warrants not so
exercised be issued in the name of and delivered to:
-------------------------------------------------------------------
(Please print name and address)
------------------------------------------------------------------
-------------------------------------------------------------------
In lieu of receipt of a fractional Share the undersigned hereby elects (check
the appropriate line):
_______ (i) to receive a cash payment, and the check
representing payment thereof should be made payable to
-----------------------------------------------------------------
-----------------------------------------------------------------
(Please print name and address)
and should be delivered to
------------------------------------------------------------
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14
_________________________________________________________; or
__________________ (ii) to credit the amount of such payment against the
Purchase Price payable for the Shares issuable upon the exercise of said
Warrants.
DATED: _____________________, 199___
Signature: ________________________________
NOTICE: The above signature must correspond with the name as
written upon the face of the within Warrant in every
particular, without alteration or enlargement or any change
whatsoever, or if signed by any other person the Form of
Assignment herein must be duly executed.
a:\war913.wpd
G:\LEGAL\XXXX\XXXXX\WAR913.WPD
15
