Contract
EXHIBIT
4.3
THIS
WARRANT AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED UPON THE EXERCISE
OF THIS WARRANT HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD. OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE, OFFER,
PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY
REQUIREMENTS OF THE ACT.
COMMON
STOCK PURCHASE WARRANT
| No. 3 |
Void after January
4, 2013
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THIS
CERTIFIES THAT. for value received, Dragonfly
Capital Partners, LLC (the "Holder") is entitled at any time, during the
60 month period commencing on January 4, 2008 ("Initial Warrant Exercise Date")
and ending on January 4, 2013, to subscribe for and purchase One Hundred and
Eighteen Thousand Eight Hundred and Twelve (118,812) shares of the fully paid
and nonassessable Common Stock, $.001 par value (the "Shares"), of DEEP DOWN,
INC., a Nevada corporation (the "Company") at the per share exercise price of
$1.01, subject to the provisions and upon the terms and conditions hereinafter
set forth.
1. Method of
Exercise; Payment.
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a.
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Cash
Exercise. The purchase rights represented by this Warrant may be
exercised by the Holder, in whole or in part, by the surrender of this
Warrant (with the notice of exercise form attached hereto as Exhibit A
duly executed) at the principal office of the Company. and by the payment
to the Company, by certified, cashier's or other check acceptable to the
Company or by wire transfer to an account designated by the Company. of an
amount equal to the aggregate Exercise Price of the Shares being
purchased.
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b.
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Relinquishment
of Options. (i) The Holder in lieu of purchasing the entire number
of shares subject to purchase hereunder, shall have the right to
relinquish all or any part of the then unexercised portion of this Warrant
(to the extent then exercisable) for a number of shares of Common Stock to
be determined in accordance with the following provisions of this clause
(b):
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(A) The
number of shares of Common Stock, if any, issuable pursuant to such
relinquishment shall be the number of such shares, rounded to the next greater
number of full shares, as shall be equal to the quotient obtained by dividing
(A) the Appreciated Value by (B) the purchase price per share of Common Stock
specified in this Warrant;
(B) For the
purpose of this clause (b), "Appreciated Value" means the excess of (x) the
aggregate current market value of the shares of Common Stock covered by the
option or the portion thereof to be relinquished over (y) the aggregate purchase
price for such shares specified in this Warrant;
(ii) Such right of
relinquishment may be exercised only upon receipt by the Company of a written
notice of such relinquishment which shall be dated the date of election to make
such relinquishment; and that, for the purposes of this Warrant, such date of
election shall be deemed to be the date when such notice is sent by registered
or certified mail, or when receipt is acknowledged by the Company, if mailed by other than registered or
certified mail or if delivered by hand or by any telegraphic communications
equipment of the sender or otherwise delivered; provided, that, in the event the
method just described for determining such date of election shall not be or
remain consistent with the provisions of Section 16(b) of the Exchange Act or
the rules and regulations adopted by the Commission thereunder, as presently
existing or as may be hereafter
amended, which regulations exempt from the operation of Section 16(b) of the
Exchange Act in whole or in part any such relinquishment transaction, then such
date of election shall be determined by such other method consistent with
Section 16(b) of the Exchange Act or the rules and regulations thereunder as the
Company shall in its discretion select and apply;
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7
(iii) The "current market
value" of a share of Common Stock on a particular date shall be deemed to be
its
fair market value on that date determined as follows:
(A) If the
Common Stock is listed on a
national securities exchange or admitted to unlisted trading privileges
on such exchange, the current value shall be the last reported sales price of
the Common Stock on such exchange on the last business day prior to the date of
exercise of this Option or if no such sale is made on such day, the average of
the closing bid and asked prices for such day on such exchange; or
(B) If the
Common Stock is not so listed or admitted to unlisted trading privileges, the
current value shall be the mean of the last reported bid and asked prices
reported by the National Association of Securities Dealers Automated Quotation
System ("NASDAQ"), or if not so quoted on NASDAQ then by the National Quotation
Bureau, LLC, New York, New York, on the last business day prior to the date of
the exercise of this Warrant; or
(C) If the Common Stock is
not so listed or admitted to unlisted trading privileges and bid and asked
prices are not so reported, the current value shall he an amount, not less than
book value, determined in such reasonable manner as may be prescribed by the
Company's board of directors, and supported by the written fairness opinion of
an independent, nationally-recognized stock valuation expert.
(iv) The Warrant, or any
portion thereof, may be relinquished only to the extent that (A) it is
exercisable on the date written notice of relinquishment is received by the
Company, (B) the Holder pays, or makes provision satisfactory to the Company for
the payment of, any taxes which the Company is obligated to collect with respect
to such relinquishment.
(v) if a Warrant is
relinquished, such Warrant shall be deemed to have been exercised to the extent
of the number of shares of Common Stock covered by the Warrant or part thereof
which is relinquished, and no further Warrants will be isssued covering such
shares of Common Stock.
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c.
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Stock
Certificates. In the event of any exercise of the rights
represented by this Warrant, certificates for the Shares so purchased
shall be delivered to the Holder within a reasonable time and, unless this
Warrant has been fully exercised or has expired, a new Warrant
representing the shares with respect to which this Warrant shall not have
been exercised shall also be issued to the Holder within such
time.
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2.
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Stock
Fully Paid; Reservation of Shares. All of
the Shares
issuable upon the exercise of the rights represented by this
Warrant will, upon issuance and receipt of the Exercise Price therefor, be
fully paid and nonassessable, and free from all taxes, liens and charges
with respect to the issue 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 sufficient shares of
its Common Stock to provide for the exercise of the rights represented by
this Warrant.
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3.
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Adjustments.
The number and kind of
securities purchasable upon the exercise of this Warrant and the Exercise
Price therefor shall be subject to adjustment from time to time upon the
occurrence of certain events, as
follows:
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Page 2 of
7
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a.
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Reclassification.
In the case of any reclassification or change of securities of the class
issuable upon exercise of this Warrant (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 in case of any merger of
the Company with or into another corporation (other than a merger with
another corporation in which the Company is the acquiring and the
surviving corporation and which does not result in any reclassification or
change of outstanding securities issuable upon exercise of this Warrant),
or in case of any sale of all or substantially all of the assets of the
Company, the Company, or such successor or purchasing corporation, as the
case may be, shall duly execute and deliver to the holder of this Warrant
a new Warrant (in form and substance reasonably satisfactory to the holder
of this Warrant), or the Company shall make appropriate provision without
the issuance of a new Warrant, so that the holder of this Warrant shall
have the right to receive, at a total purchase price not to exceed that
payable upon the exercise of the unexercised portion of this Warrant, and
in lieu of the shares of Common Stock theretofore issuable upon exercise
of this Warrant, (i) the kind and amount of shares of stock, other
securities, money and property receivable upon such reclassification,
change, merger or sale by a holder of the number of shares of Common Stock
then purchasable under this Warrant, or (ii) in the case of such a merger
or sale in which the consideration paid consists all or in part of assets
other than securities of the successor or purchasing corporation, at the
option of the Holder of this Warrant, the securities of the successor or
purchasing corporation having a value at the time of the transaction
equivalent to the fair market value of the Common Stock at the time of the
transaction. The provisions of this subparagraph (a) shall similarly apply
to successive reclassifications, changes, mergers and
transfers.
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b.
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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 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 Shares issuable upon
exercise of this Wan•ant 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.
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4.
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Notice
of Adjustments.
Whenever the number of
Shares purchasable hereunder or the Exercise Price thereof shall be
adjusted pursuant to Section 3 hereof, the Company shall provide notice to
the Holder setting forth, in reasonable detail, the event requiring the
adjustment. the amount of the adjustment. the method by which such
adjustment was calculated, and the number and class of shares which may be
purchased thereafter and the Exercise Price therefor after giving effect
to such adjustment.
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5.
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Fractional
Shares. Whether or not the number of shares purchasable upon the
exercise of a Warrant is adjusted pursuant to Section 3 of this Agreement,
this Warrant may not he exercised for fractional shares and the Company
shall not be required to issue fractions of Shares upon exercise of the
Warrants or to distribute Shares certificates that evidence fractional
Shares, In lieu of fractional Shares, there shall be returned to
exercising Registered Holders of the Warrants upon such exercise an amount
in cash, in United States dollars. equal to the amount in excess of that
required to purchase the largest number of full
Shares.
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6.
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Representations
of the Company. The Company represents that all corporate actions
on the part of the Company, its officers, directors and shareholders
necessary for the sale and issuance of the Shares pursuant hereto and the
performance of the Company's obligations hereunder were taken prior to and
are effective as of the effective date of this
Warrant.
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7.
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Representations
and Warranties by the Holder. The Holder represents and
warrants to the Company as
follows:
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a.
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This
Warrant and the Shares issuable upon exercise thereof are being acquired
for its own account. 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 of 1933, as amended (the "Act"). Upon
exercise of this Warrant, the Holder shall. if so requested by the
Company, confirm in writing, in a form satisfactory
to the Company, that the
securities issuable upon exercise of this Warrant are being acquired for
investment and not with a view toward distribution or
resale.
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b.
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The Holder
understands that the Warrant and the Shares have not been registered under
the Act by reason of their issuance in a transaction exempt from
the registration and prospectus delivery requirements of the Act pursuant
to Section 4(2) thereof, and that they must be held by the Holder
indefinitely, and that the Holder must therefore bear the economic risk of
such investment indefinitely, unless a subsequent disposition thereof is
registered under the Act or is exempted from such
registration.
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c.
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The
Holder has such knowledge and experience in financial and business matters
that it is capable of evaluating the merits and risks of the purchase of
this Warrant and the Shares purchasable pursuant to the terms of this
Warrant and of protecting its interests in connection
therewith.
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d.
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The
Holder is able to bear the economic risk of the purchase of the Shares
pursuant to the terms of this
Warrant.
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8.
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Restrictive
Legend. The Shares (unless registered under the Act) shall
be stamped or imprinted with a legend in substantially the following form:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF
COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS
EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE
ACT. UPON THE FULFILLMENT OF CERTAIN OF SUCH CONDITIONS DEEP DOWN, INC.
HAS AGREED TO DELIVER TO THE HOLDER HEREOF A NEW CERTIFICATE NOT BEARING
THIS LEGEND FOR THE SECURITIES REPRESENTED HEREBY REGISTERED IN THE NAME
OF THE HOLDER HEREOF. A COPY OF THE AGREEMENT MAY BE OBTAINED AT NO COST
BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE
SECRETARY OF DEEP DOWN, INC.
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9.
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Restrictions
Upon Transfer and Removal of
Legend.
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a.
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The
Company need not register a transfer of this Warrant or Shares bearing the
restrictive legend set forth in Section 8 hereof, unless the conditions
specified in such legend are satisfied. The Company may also instruct its
transfer agent not to register the transfer of the Shares, unless one of
the conditions specified in the legend referred to in Section 8 hereof is
satisfied.
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b.
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Notwithstanding
the provisions of paragraph (a) above, no opinion of counsel shall be
necessary for a transfer without consideration by any holder (i) if such
holder is a partnership, to a partner or retired partner of such
partnership who retires after the date hereof or to the estate of any such
partner or retired partner, or (ii) if such holder is a corporation, to a
shareholder of such corporation, or to any other corporation under common
control, direct or indirect, with such
holder.
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10.
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Rights
of Shareholders. No holder of this Warrant shall be entitled, as a
Warrant holder, to vote or receive dividends or be deemed the holder of
any Shares or any other securities of the Company which may at any time be
issuable on the exercise hereof for any purpose, nor shall anything
contained herein be construed to confer upon the holder of this Warrant,
as such, 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
shareholders 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 notice of meetings, or to receive
dividends or subscription rights or otherwise until the Warrant shall have
been exercised and the Shares purchasable upon the exercise hereof shall
have become deliverable, as provided
herein.
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11.
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Registration
Rights.
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a.
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Definitions.
As used herein:
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i.
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The
terms "register," "registered" and "registration" refer to a registration
effected by preparing and filing with the Securities and Exchange
Commission (the "SEC") a registration statement pursuantto
the Securities Act of 1933, as amended (the "Act"), and the
declaration or order of effectiveness of such registration
statement.
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ii.
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For
the purposes hereof the term "Registerable Securities" means shares of (i)
common stock,
preferred stock or debt securities of the Company (the "Securities"), (ii)
stock or debt securities issued in lieu of the Securities in any
reorganization which have not been sold to the public and (iii) stock
issued in respect of the stock referred in (i) and (ii) as a result of a
stock split, stock dividend. recapitalization or combination, which have
not been sold to the public.
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b.
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Incidental
Registration.
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i.
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If
the Company at any time proposes to register any of its securities under
the Act, whether
of its own accord or at the demand of any holder of such securities
pursuant to an agreement with respect to the registration thereof
(provided such agreement does not prohibit third parties from including
additional securities in such registration), and if the form of
registration statement proposed to be used may be used for the
registration of Registerable Securities, the Company will give notice to
Holder not less than 10 days nor more than 30 days prior to the filing of
such registration statement of its intention to proceed with the proposed
registration (the "Incidental Registration"), and, upon written request of
the Holder made within ten (10) days after the receipt of any such notice
(which request will specify the Registerable Securities intended to be
disposed of by the Holder and state the intended method of disposition
thereof'), the Company will use its best efforts to cause all Registerable
Securities of Holder as to which registration has been requested to be
registered under the Act, provided that if such registration is in
connection with an underwritten public offering, Holder's Registerable
Securities to be included in such registration shall be offered upon the
same terms and conditions as apply to any other securities included in
such registration. Notwithstanding anything contained in this Section 1.2
to the contrary, the Company shall have no obligation to cause
Registerable Securities to be registered with respect to any Registerable
Securities which shall be eligible for resale under Rule 144(k) of the
Securities Act.
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ii.
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If an Incidental Registration is
a primary registration on behalf of the Company and is in connection
with an underwritten public offering, and if the managing underwriters
advise the Company in writing that in their opinion the amount of
securities requested to be included in such registration (whether by the
Company. the
Holder, or other holders of the Company's securities pursuant to
any other rights granted by the Company to demand inclusion of any such
securities in such registration) exceeds the amount of
such securities which can be successfully sold in such offering, the
Company will include in such registration the amount of securities
requested to be included which in the opinion of such underwriters can be
sold, in the following order (A) first, all of the securities the Company
proposes to sell, and (B) second, any other securities requested to he
included in such registration, pro rata among the holders thereof on the
basis of the amount of such securities then owned by such
holders.
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iii.
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If
an Incidental Registration is a secondary registration on behalf of
holders of securities of the Company and is in
connection with an underwritten public offering, and if the
managing underwriters advise the Company in writing that in their
opinion the amount of securities requested to be included in such
registration (whether by such holders, by the Holder, or by holders of the
Company's securities pursuant to any other rights granted by the Company
to demand inclusion of securities in such registration) exceeds the amount
of such securities which can be sold in such offering, the Company will
include in, such registration the amount of securities requested to be
included which in the opinion of such underwriters can be sold, in the
following order (A) first, all of the securities requested to be included
by holders demanding or requesting such registration, and (B) second, any
other securities requested to be included in such registration, pro rata
among the holders thereof on the basis of the amount of such securities
then owned by such holders.
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c.
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Registration
Procedures. The Company will advise the Holder in writing as
to the effective date of the registration and as to the completion
thereof. At its expense the Company
will:
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i.
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keep
the registration effective for a period of days or until the Holder has
completed the distribution
described in the registration statement relating thereto, whichever first
occurs; and
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ii.
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furnish
such number of prospectuses and any other documents incident thereto as
the Holder
from time to time may reasonably
request.
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12.
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Notices.
All notices and other communications required or permitted hereunder shall
be in writing, shall be effective when given, and shall in any event be
deemed to be given upon receipt or, if earlier, (a) five (5) days after
deposit with the U.S. Postal Service or other applicable postal service,
if delivered by first class mail, postage prepaid, (b) upon delivery, if
delivered by hand. (c) one business day after the business day of deposit
with Federal Express or similar overnight courier, freight prepaid or (d)
one business day after the business day of facsimile transmission, if
delivered by facsimile transmission with copy by first class mail, postage
prepaid. and shall be addressed (i) if to the Holder, at the Holder's
address as set forth on the books of the Company, and (ii) if to the
Company, at the address of its principal corporate offices (attention:
President) or at such other address as a party may designate by ten days
advance written notice to the other party pursuant to the provisions
above.
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13.
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14.
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Entire
Agreement; Modification; Waivers. This Agreement contains the
entire agreement of the parties, and supersedes any prior agreements with
respect to its subject matter. Except for the provisions of subsection
4.2, the Warrant Agent and the Company, by supplemental agreement, may
make any changes in this Agreement (i) that they shall deem appropriate to
cure any ambiguity or to correct any defective or inconsistent provision
or manifest mistake or error herein contained; or (ii) that they may deem
necessary or desirable and that shall not adversely affect the interests
of the Registered Holders of Warrant Certificates (this provision, for instance, shall permit
the Exercise Price to be decreased at the Company's
option).
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15.
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Assignment.
This Warrant may be assigned or transferred, in whole or in part, by due
execution of the assignment form attached hereto as Exhibit B and the
delivery of a true and correct copy thereof to the principal office of the
Company along with a certification by the Holder that the assignee is, or
was at the time this Warrant was issued, a registered representative with
Dragonfly Capital Partners, LLC. Any assignment shall be null, void and of
no force or effect unless the assignee is. or was at the time this Warrant
was issued, a registered representative with Dragonfly Capital Partners.
LLC and the assignment is accompanied by a certification to such
effect.
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16.
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Jurisdiction
and Venue. The courts of the State of Texas, sitting in the City of
Houston. (the "Texas Courts') shall have exclusive jurisdiction to hear,
adjudicate, decide, determine and enter final judgment in any action,
suit, proceeding, case. controversy or dispute. whether at law or in
equity or both, and whether in contract or tort or both, arising out of or
related to this Agreement, or the construction or enforcement hereof or
thereof (any such action, suit. proceeding. case, controversy or dispute,
a "Related Action"). The Company and the Registered Holder hereby
irrevocably consent and submit to the exclusive personal jurisdiction of
the Texas Courts to hear, adjudicate, decide, determine and enter final
judgment in any Related Action. The Company and the Registered Holder
hereby irrevocably waive and agree not to assert any right or claim that
it is not personally subject to the jurisdiction of the Texas Courts in
any Related Action, including any claim of
forum non conveniens or that the Texas Courts are not the proper
venue or form to adjudicate any Related Action. If any Related Action is
brought or maintained in any court other than the Texas Courts, then that
court shall, at the request of the Company or the Registered Holder.
dismiss that action.
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17.
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Specific
Performance. The Company hereby acknowledges and agrees that it is
difficult, if not impossible to measure in money the damages that will
accrue to the Registered Holder by reason of a failure to issue the Shares
under this Agreement, and that the Registered Holder may seek to
specifically enforce the Company's obligation to issue the Shares.
Therefore, if the Registered Holder shall institute any action or
proceeding to enforce the provisions hereof, the Company hereby waives all
claims or defenses therein that the Registered Holder has an adequate
remedy at law, and hereby agrees not to assert or otherwise raise any such
claim or defense.
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18.
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Waiver
of Jury Trial. The Company and the Registered Holder hereby waive
trial by jury in any Related
Action.
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19.
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Attorney's
Fees .The prevailing party in any Related Action shall be entitled
to recover that party's costs of suit, including reasonable attorney's
fees.
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20.
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Binding
Effect. This Agreement shall be binding on, and shall inure to the
benefit of the parties and their respective successors in
interest.
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2l.
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Construction,
Counterparts. This Agreement shall be construed as a whole and in
favor of the validity and enforceability of each of its provisions, so as
to carry out the intent of the parties as expressed herein. Heading are
for the convenience of reference, and the meaning and interpretation of
the text of any provision shall take precedence over its heading. This
Agreement may be signed in one or more counterparts, each of which shall
constitute an original, but all of which, taken together shall constitute
one agreement. A faxed copy or photocopy of a party's signature shall be
deemed an original for all
purposes.
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Issued on the 4th day of January, 2008.
| DEEP DOWN, INC. | |||
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By:
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/s/ Xxxxxx X. Xxxxx | |
| Name: Xxxxxx X. Xxxxx | |||
| Title: President & CEO | |||
Page 7 of
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EXHIBIT
A
NOTICE OF
EXERCISE
TO:
DEEP DOWN. INC.
00000 Xxxx Xxxxxxx
Xxxxxxxxxxx, XX 00000
Attention: Xxxxxx X.
Xxxxxx
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1.
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The
undersigned hereby elects to purchase _______ Shares of DEEP DOWN, INC.
pursuant to the terms of the attached
Warrant.
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2.
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Method
of Exercise (Please initial the applicable blank);
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[ ]
in lawful money of the United States; or
[ ] [if
permitted] the cancellation of such number of Warrant Shares as is necessary. in
accordance with the formula set forth in subsection 2(c), to exercise this
Warrant with respect to the maximum number of Warrant Shares purchasable
pursuant to the cashless exercise procedure set forth in subsection
1(b)).
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3.
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Please
issue a certificate or certificates representing said Shares in the name
of the undersigned or in such other name as is specified
below;
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| ______________________________________ | |
| (Name) | |
| ______________________________________ | |
| ______________________________________ | |
| (Address) |
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4.
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The
undersigned hereby represents and warrants that the aforesaid Shares 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 all representations and warranties of the
undersigned set forth in Section 7 of the attached Warrant are true and
correct as of the date
hereof.
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| _______________________________ | |
| (Signature) | |
| Title:___________________________ |
_____________________________
(Date)
EXHIBIT
B
ASSIGNMENT
FOR VALUE
RECEIVED the undersigned hereby sells, assigns and transfers unto
PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
(Please
print or typewrite name and address, including postal zip code, of
assignee)
The right
to purchase _______ shares of common stock in accordance with the
terms of the within Common Stock
Purchase Warrant, and said rights thereto, hereby irrevocably constituting and
appointing
Attorney
to transfer said Certificate on the books of the Certificate Registrar, with
hill power of substitution in the premises.
Dated:_____________________
| ___________________________________________________ | |
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Signature
Guaranteed:
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| ___________________________________________________ |
NOTICE:
The signature to this assignment must correspond with the name as it appears
upon the face of the within Certificate in every particular. without alteration,
enlargement or any change whatever. Such signature must be guaranteed by a
member firm of the New York Stock Exchange or a commercial bank or trust
company.
