EXHIBIT 10.3
THE SECURITIES REPRESENTED BY THESE WARRANTS AND THE COMMON STOCK ISSUABLE
UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES
LAW. THE SECURITIES REPRESENTED BY THESE WARRANTS MAY NOT BE TRANSFERRED,
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER, OR IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER, THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS.
WARRANTS
to Purchase Common Stock of
Telscape International, Inc.
Expiring on July 1, 2002
This Common Stock Purchase Warrant (the "Warrant") certifies that for
value received, ____________________, an individual and resident of Mexico
City, Mexico (the "Holder") is entitled to subscribe for and purchase from the
Company (as hereinafter defined), in whole or in part, up to _____________
shares of duly authorized, validly issued, fully paid and nonassessable shares
of Common Stock as hereinafter defined at a per share initial Exercise Price
as hereinafter defined, subject, however, to the provisions and upon the terms
and conditions hereinafter set forth. The number of Warrants (as hereinafter
defined), the number of shares of Common Stock purchasable hereunder, and the
Exercise Price therefor are subject to an adjustment as hereinafter set forth.
This Warrant and all rights hereunder shall expire at 5:00 p.m., Houston,
Texas time, on July 1, 2002 (the "Expiration Date").
ARTICLE I
DEFINITIONS
As used herein, the following terms shall have the meanings set forth
below:
"CLOSING DATE" shall mean July 1, 1997.
"COMPANY" shall mean Telscape International, Inc., a Texas corporation,
and shall also include any successor thereto with respect to the obligations
hereunder, by merger, consolidation or otherwise.
"COMMON STOCK" means shares of the Company's common stock, par value
$.001 per share of the Company, authorized on the date of the original issue
of these Warrants and shall also include (i) in case of any reorganization,
reclassification, consolidation, merger, share exchange or sale, transfer or
other disposition of assets, the stock or other securities provided for
herein, and (ii) any other shares of common stock of the Company into which
such shares of Common Stock may be converted.
"DATA PRODUCTS" as set forth in the Stock Purchase Agreement.
"DATA PRODUCTS GROSS MARGIN" as set forth in the Stock Purchase
Agreement.
"EXERCISE PRICE" shall mean the initial purchase price of $3.00 per share
of Common Stock, as adjusted from time to time pursuant to the provisions
hereof.
"INTEGRACION" Integracion de Redes, S.A. de C.V.
"MARKET PRICE" for any day, when used with reference to Common Stock
shall mean the price of said Common Stock determined as follows: (i) the last
reported sale price for the Common Stock on such day on the principal
securities exchange on which the Common Stock is listed or admitted to trading
or if no such sale takes place on such date, the average of the closing bid
and asked prices thereof as officially reported, or, if not so listed or
admitted to trading on any securities exchange, the last sale price for the
Common Stock on the National Association of Securities Dealers National Market
System or Small Cap Market on such date, or, if there shall have been no
trading on such date or if the Common Stock shall not be listed on such
system, the average of the closing bid and asked prices in the over-the-
counter market as furnished by any NASD member firm selected from time to time
by the Company for such purpose, in each such case, unless otherwise provided
herein, averaged over a period of twenty (20) consecutive Trading Days prior
to the date as of which the determination is to be made; or (ii) if the Common
Stock shall not be listed or admitted to trading as provided in clause (i)
above, the fair market value of the Common Stock as determined in good faith
by the Board of Directors of the Company.
"OUTSTANDING", when used with reference to Common Stock, shall mean
(except as otherwise expressly provided herein) at any date as of which the
number of shares thereof is to be determined, all issued shares of Common
Stock, except shares then owned or held by or for the account of the Company.
"PERSON" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
"STOCK PURCHASE AGREEMENT" use definition in Convertible Note.
"TELEREUNION" means Telereunion, Inc., a Delaware corporation.
"TRADING DAYS" shall mean any days during the course of which the
principal securities exchange on which the Common Stock is listed or admitted
to trading is open for the exchange of securities.
"WARRANT" shall mean the right upon exercise to purchase one Warrant
Share.
"WARRANT DETERMINATION PERIOD" shall mean the period of time beginning on
January 1, 1997 and ending December 31, 1997.
"WARRANT SHARES" shall mean the shares of Common Stock purchased or
purchasable by the holder hereof upon the exercise of the Warrants.
ARTICLE II
EXERCISE OF WARRANTS
2.1 NUMBER OF WARRANTS. The number of shares of Common Stock issuable
upon the exercise of this Warrant shall be determined by the Data Products
Gross Margin for the Warrant Determination Period, in accordance with the
following table:
NUMBER OF SHARES OF
DATA PRODUCTS GROSS MARGIN COMMON STOCK SUBJECT
TO WARRANT
Greater than $1,600,000, but less than $1,750,000
Greater than $1,750,000, but less than $1,800,000
Greater than $1,800,000, but less than $2,000,000
Greater than $2,000,000, but less than $2,500,000
Greater than $2,500,000, but less than $3,000,000
Greater than $3,000,000
The Data Products Gross Margin for the Warrant Determination Period shall be
determined in accordance with the Company's normal accounting practices, but
in any event prior to April 15, 1998. Within ten (10) days after the final
determination of the Data Products Gross Margin for the Warrant Determination
Period, the Company shall deliver to the Holder of record a written notice of
such amount. Notwithstanding any provision of this Warrant, this Warrant
shall terminate automatically upon the final determination that the Data
Products Gross Margin for the Warrant Determination Period is less than
$1,600,000. Within thirty (30) days of any such termination, the Holder shall
deliver this Warrant Certificate to the Company for cancellation; provided
further that the failure of Holder to deliver this Warrant Certificate shall
not impair the automatic termination of the Warrants.
2.2 METHOD OF EXERCISE. The Warrants represented hereby may be
exercised by the holder hereof, in whole or in part, at any time and from time
to time after the conditions of Section 2.1 have been satisfied and until 5:00
p.m., Houston, Texas time, on the Expiration Date. To exercise the Warrants,
the holder hereof shall deliver to the Company, at the Warrant Office
designated herein, (i) a written notice in the form of the Subscription Notice
attached as Exhibit 1 hereto, stating therein the election of such holder to
exercise the Warrants in the manner provided in the Subscription Notice; (ii)
payment in full of the Exercise Price in cash or by bank check for all Warrant
Shares purchased hereunder; and (iii) these Warrants. The Warrants shall be
deemed to be exercised on the date of receipt by the Company of the
Subscription Notice, accompanied by payment for the Warrant Shares and
surrender of these Warrants, as aforesaid, and such date is referred to herein
as the "Exercise Date". Upon such exercise, the Company shall, as promptly as
practicable and in any event within five business days, issue and deliver to
such holder a certificate or certificates for the full number of the Warrant
Shares purchased by such holder hereunder, and shall, unless the Warrants have
expired, deliver to the holder hereof a new Warrant representing the number of
Warrants, if any, that shall not have been exercised, in all other respects
identical to these Warrants. As permitted by applicable law, the Person in
whose name the certificates for Common Stock are to be issued shall be deemed
to have become a holder of record of such Common Stock on the Exercise Date
and shall be entitled to all of the benefits of such holder on the Exercise
Date, including without limitation the right to receive dividends and other
distributions for which the record date falls on or after the Exercise Date
and to exercise voting rights.
2.3 EXPENSES AND TAXES. The Company shall pay all expenses and taxes
(including, without limitation, all documentary, stamp, transfer or other
transactional taxes) other than income taxes attributable to the preparation,
issuance or delivery of the Warrants and of the shares of Common Stock
issuable upon exercise of the Warrants.
2.4 RESERVATION OF SHARES. The Company shall reserve at all times so
long as the Warrants remain outstanding, free from preemptive rights, out of
its authorized but unissued shares of Common Stock solely for the purpose of
effecting the exercise of the Warrants, a sufficient number of shares of
Common Stock to provide for the exercise of the Warrants.
2.5 VALID ISSUANCE. All shares of Common Stock that may be issued upon
exercise of the Warrants will, upon issuance by the Company, be duly and
validly issued, fully paid and nonassessable and free from all taxes, liens
and charges with respect to the issuance thereof and, without limiting the
generality of the foregoing, the Company shall take no action or fail to take
any action which will cause a contrary result (including, without limitation,
any action that would cause the Exercise Price to be less than the par value,
if any, of the Common Stock).
2.6 PURCHASE AGREEMENT. The Warrants represented hereby are part of a
duly authorized issue and sale of warrants to purchase Common Stock issued and
sold pursuant to that certain Stock Purchase Agreement dated to be effective
as of the date hereof (the "Agreement"), among the Company, Telereunion,
Telscape USA, Inc., Xxxxxx, Xxxx de la Xxxxx Xxxxxx and Xxxxxxxxx Xxxx Xxxx.
The terms of the Agreement, including the documents entered into in connection
therewith, are hereby incorporated herein for all purposes and shall be
considered a part of this Warrant as if they had been fully set forth herein.
Notwithstanding the previous sentence, in the event of any conflict between
the provisions of the Agreement and of this Warrant, the provisions of this
Warrant shall control.
2.7 NO FRACTIONAL SHARES. The Company shall not be required to issue
fractional shares of Common Stock on the exercise of these Warrants. If more
than one Warrant shall be presented for exercise at the same time by the same
holder, the number of full shares of Common Stock which shall be issuable upon
such exercise shall be computed on the basis of the aggregate number of whole
shares of Common Stock purchasable on exercise of the Warrants so presented.
If any fraction of a share of Common Stock would, except for the provisions of
this Section, be issuable on the exercise of this Warrant, the Company shall
pay an amount in cash calculated by it to be equal to the Market Price of one
share of Common Stock at the time of such exercise multiplied by such fraction
computed to the nearest whole cent.
ARTICLE III
TRANSFER
3.1 WARRANT OFFICE. The Company shall maintain an office for certain
purposes specified herein (the "Warrant Office"), which office shall initially
be the Company's offices at 0000 Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx
00000 and may subsequently be such other office of the Company or of any
transfer agent of the Common Stock in the continental United States as to
which written notice has previously been given to the Holder. The Company
shall maintain, at the Warrant Office, a register for the Warrants in which
the Company shall record the name and address of the Person in whose name
these Warrants has been issued, as well as the name and address of each
permitted assignee of the rights of the registered owner hereof.
3.2 OWNERSHIP OF WARRANTS. The Company may deem and treat the Person in
whose name the Warrants are registered as the holder and owner hereof until
provided with notice to the contrary. The Warrants may be exercised by a
permitted assignee for the purchase of Warrant Shares without having new
Warrants issued.
3.3 RESTRICTIONS ON TRANSFER OF WARRANTS. These Warrants may not be
transferred, in whole or in part, by the Holder without the prior written
consent of the Company. The Company agrees to maintain at the Warrant Office
books for the registration and transfer of the Warrants. The Company, from
time to time, shall register the transfer of the Warrants in such books upon
surrender of this Warrant at the Warrant Office properly endorsed or
accompanied by appropriate instruments of transfer and written instructions
for transfer. Upon any such transfer and upon payment by the holder or its
transferee of any applicable transfer taxes, new Warrants shall be issued to
the transferee and the transferor (as their respective interests may appear)
and the surrendered Warrants shall be cancelled by the Company. The Company
shall pay all taxes (other than securities transfer taxes or income taxes) and
all other expenses and charges payable in connection with the transfer of the
Warrants pursuant to this Section.
3.4 COMPLIANCE WITH SECURITIES LAWS. Notwithstanding any other
provisions contained in this Warrant, the Holder understands and agrees that
the following restrictions and limitations shall be applicable to all Warrant
Shares and to all resales or other transfers thereof pursuant to the
Securities Act:
3.4.1 Except as set forth in the next sentence, the holder
hereof agrees that the Warrants and Warrant Shares may not be sold or
otherwise transferred unless the Warrants and Warrant Shares are registered
under the Securities Act and applicable state securities or blue sky laws or
are exempt therefrom.
3.4.2 A legend in substantially the following form will be placed
on the certificate(s) evidencing the Warrant Shares:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE
SECURITIES LAW AND, ACCORDINGLY, THE SECURITIES REPRESENTED BY
THIS CERTIFICATE MAY NOT BE RESOLD, PLEDGED, OR OTHERWISE
TRANSFERRED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER, OR IN A TRANSACTION EXEMPT FROM REGISTRATION
UNDER, THE SECURITIES ACT AND IN ACCORDANCE WITH ANY OTHER
APPLICABLE SECURITIES LAWS."
3.4.3 Stop transfer instructions will be imposed with respect
to the Warrants and the Warrant Shares so as to restrict resale or other
transfer thereof.
ARTICLE IV
ANTI-DILUTION
4.1 STOCK SPLITS AND REVERSE SPLITS. In the event that the Company
shall at any time subdivide its outstanding shares of Common Stock into a
greater number of shares, the Exercise Price in effect immediately prior to
such subdivision shall be proportionately reduced and the number of Warrant
Shares purchasable pursuant to this Warrant immediately prior to such
subdivision shall be proportionately increased, and conversely, in the event
that the outstanding shares of Common Stock shall at any time be combined into
a smaller number of shares, the Exercise Price in effect immediately prior to
such combination shall be proportionately increased and the number of Warrant
Shares purchasable upon the exercise of this Warrant immediately prior to such
combination shall be proportionately reduced.
4.2 REORGANIZATIONS AND ASSET SALES. If any capital reorganization or
reclassification of the capital stock of the Company, or any consolidation,
merger or share exchange of the Company with another Person, or the sale,
transfer or other disposition of all or substantially all of its assets to
another Person shall be effected in such a way that holders of Common Stock
shall be entitled to receive capital stock, securities or assets with respect
to or in exchange for their shares, then the following provisions shall apply:
4.2.1 As a condition of such reorganization, reclassification,
consolidation, merger, share exchange, sale, transfer or other disposition,
lawful and adequate provisions shall be made whereby the Holder shall
thereafter have the right to purchase and receive upon the terms and
conditions specified in this Warrant and in lieu of the Warrant Shares
immediately theretofore receivable upon the exercise of the rights represented
hereby, such shares of capital stock securities or assets as may be issued or
payable with respect to or in exchange for a number of outstanding shares of
such Common Stock equal to the number of Warrant Shares immediately
theretofore so receivable had such reorganization, reclassification,
consolidation, merger, share exchange or sale not taken place, and in any such
case appropriate provision reasonably satisfactory to such holder shall be
made with respect to the rights and interests of such holder to the end that
the provisions hereof (including, without limitation, provisions for
adjustments of the Exercise Price and of the number of Warrant Shares
receivable upon the exercise) shall thereafter be applicable, as nearly as
possible, in relation to any shares of capital stock securities or assets
thereafter deliverable upon the exercise of Warrants.
4.2.2 In the event of a merger, share exchange or
consolidation of the Company with or into another Person (a "Successor
Person") as a result of which a number of shares of common stock or its
equivalent of the Successor Person greater or lesser than the number of shares
of Common Stock outstanding immediately prior to such merger, share exchange
or consolidation are issuable to holders of Common Stock, then the Exercise
Price in effect immediately prior to such merger, share exchange or
consolidation shall be adjusted in the same manner as though there were a
subdivision or combination of the outstanding shares of Common Stock.
4.2.3 The Company shall not effect any such consolidation,
merger, share exchange, sale, transfer or other disposition unless prior to or
simultaneously with the consummation thereof the Successor Person (if other
than the Company) resulting from such consolidation, share exchange or merger
or the Person purchasing or otherwise acquiring such assets shall have assumed
by written instrument executed and mailed or delivered to the holder hereof at
the last address of such holder appearing on the books of the Company the
obligation to deliver to such holder such shares of capital stock securities
or assets as, in accordance with the foregoing provisions, such holder may be
entitled to receive, and all other liabilities and obligations of the Company
hereunder. Upon written request by the holder hereof, such Successor Person
will issue a new Warrant revised to reflect the modifications in this Warrant
effected pursuant to this Section 4.2.3.
4.2.4 If a purchase, tender or exchange offer is made to and
accepted by the holders of 50% or more of the outstanding shares of Common
Stock, the Company shall not effect any consolidation, merger, share exchange
or sale, transfer or other disposition of all or substantially all of the
Company's assets with the Person having made such offer or with any affiliate
of such Person, unless prior to the consummation of such consolidation,
merger, share exchange, sale, transfer or other disposition the holder hereof
shall have been given a reasonable opportunity to then elect to receive upon
the exercise of the Warrants either the capital stock, securities or assets
then issuable with respect to the Common Stock or the capital stock,
securities or assets, or the equivalent, issued to previous holders of the
Common Stock in accordance with such offer.
4.3 DE MINIMIS ADJUSTMENTS. No adjustment in the number of shares of
Common Stock purchasable hereunder shall be required unless such adjustment
would require an increase or decrease of at least one share of Common Stock
purchasable upon an exercise of each Warrant and no adjustment in the Exercise
Price shall be required unless such adjustment would require an increase or
decrease of at least $0.01 in the Exercise Price; provided, however, that any
adjustments are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations shall be made to
the nearest full share or nearest one hundredth of a dollar, as applicable.
4.4 NOTICE OF ADJUSTMENT. Whenever the Exercise Price or the number of
Warrant Shares issuable upon the exercise of this Warrant shall be adjusted as
herein provided, or the rights of the holder hereof shall change by reason of
other events specified herein, the Company shall compute the adjusted Exercise
Price and the adjusted number of Warrant Shares in accordance with the
provisions hereof and shall prepare an Officer's Certificate setting forth the
adjusted Exercise Price and the adjusted number of Warrant Shares issuable
upon the exercise of the Warrants or specifying the other shares of stock,
securities or assets receivable as a result of such change in rights, and
showing in reasonable detail the facts and calculations upon which such
adjustments or other changes are based. The Company shall cause to be mailed
to the holder hereof copies of such Officer's Certificate together with a
notice stating that the Exercise Price and the number of Warrant Shares
purchasable upon exercise of the Warrants have been adjusted and setting forth
the adjusted Exercise Price and the adjusted number of Warrant Shares
purchasable upon the exercise of the Warrants.
4.5 NOTIFICATIONS TO HOLDERS. In case at any time the Company proposes:
(i) to effect any capital reorganization, or reclassification of
the capital stock of the Company, or consolidation, merger or share
exchange of the Company with another Person, or sale, transfer or other
disposition of all or substantially all of its assets; or
(ii) to effect a voluntary or involuntary dissolution, liquidation
or winding up of the Company,
then, in any one or more of such cases, the Company shall give the holder
hereof (a) at least 10 days (but not more than 90 days) prior written notice
of the date on which the books of the Company shall close or a record shall be
taken for determining rights to vote in respect of any such reorganization,
reclassification, consolidation, merger, share exchange, sale, transfer,
disposition, dissolution, liquidation or winding up, and (b) in the case of
any such reorganization, reclassification, consolidation, merger, share
exchange, sale, transfer, disposition, dissolution, liquidation or winding up,
at least 10 days (but not more than 90 days) prior written notice of the date
when the same shall take place. Such notice in accordance with the foregoing
clause shall also specify the date on which the holders of Common Stock shall
be entitled to exchange their Common Stock, as the case may be, for securities
or other property deliverable upon such reorganization, reclassification,
consolidation, merger, share exchange, sale, transfer, disposition,
dissolution, liquidation or winding up, as the case may be.
ARTICLE V
MISCELLANEOUS
5.1 ENTIRE AGREEMENT. This Warrant, together with the Stock Purchase
Agreement, contain the entire agreement between the holder hereof and the
Company with respect to the Warrant Shares purchasable upon exercise hereof
and the related transactions and supersedes all prior arrangements or
understandings with respect thereto.
5.2 GOVERNING LAW. This warrant shall be governed by and construed in
accordance with the laws of the State of Texas.
5.3 WAIVER AND AMENDMENT. Any term or provision of this Warrant may be
waived at any time by the party which is entitled to the benefits thereof and
any term or provision of this Warrant may be amended or supplemented at any
time by agreement of the holder hereof and the Company, except that any waiver
of any term or condition, or any amendment or supplementation, of this Warrant
shall be in writing. A waiver of any breach or failure to enforce any of the
terms or conditions of this Warrant shall not in any way effect, limit or
waive a party's rights hereunder at any time to enforce strict compliance
thereafter with every term or condition of this Warrant.
5.4 ILLEGALITY. In the event that any one or more of the provisions
contained in this Warrant shall be determined to be invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in any other respect and the remaining
provisions of these Warrants shall not, at the election of the party for whom
the benefit of the provision exists, be in any way impaired.
5.5 COPY OF WARRANT. A copy of this Warrant shall be filed among the
records of the Company.
5.6 NOTICE. Any notice or other document required or permitted to be
given or delivered to the holder hereof shall be in writing and delivered at,
or sent by certified or registered mail to such holder at, the last address
shown on the books of the Company maintained at the Warrant Office for the
registration of this Warrant or at any more recent address of which the holder
hereof shall have notified the Company in writing. Any notice or other
document required or permitted to be given or delivered to the Company, other
than such notice or documents required to be delivered to the Warrant Office,
shall be delivered at, or sent by certified or registered mail to, the offices
of the Company at 0000 Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 or
such other address within the continental United States of America as shall
have been furnished by the Company to the holder of this Warrant.
5.7 LIMITATION OF LIABILITY; NOT STOCKHOLDERS. No provision of this
Warrant shall be construed as conferring upon the holder hereof the right to
vote, consent, receive dividends or receive notices (other than as herein
expressly provided) in respect of meetings of stockholders for the election of
directors of the Company or any other matter whatsoever as a stockholder of
the Company. No provision hereof, in the absence of affirmative action by the
holder hereof to purchase shares of Common Stock, and no mere enumeration
herein of the rights or privileges of the holder hereof, shall give rise to
any liability of such holder for the purchase price of any shares of Common
Stock or as a stockholder of the Company, whether such liability is asserted
by the Company or by creditors of the Company.
5.8 EXCHANGE, LOSS, DESTRUCTION, ETC. OF WARRANT. Upon receipt of
evidence reasonably satisfactory to the Company of the loss, theft, mutilation
or destruction of this Warrant, and in the case of any such loss, theft or
destruction upon delivery of an appropriate affidavit in such form as shall be
reasonably satisfactory to the Company, or in the event of such mutilation
upon surrender and cancellation of this Warrant, the Company will make and
deliver new Warrants of like tenor, in lieu of such lost, stolen, destroyed or
mutilated Warrants. Any Warrants issued under the provisions of this Section
in lieu of any Warrants alleged to be lost, destroyed or stolen, or in lieu of
any mutilated Warrants, shall constitute an original contractual obligation on
the part of the Company. This Warrant shall be promptly canceled by the
Company upon the surrender hereof in connection with any exchange or
replacement. The Company shall pay all taxes (other than securities transfer
taxes or income taxes) and all other expenses and charges payable in
connection with the preparation, execution and delivery of Warrants pursuant
to this Section.
5.9 HEADINGS. The Article and Section and other headings herein are for
convenience only and are not a part of this Warrant and shall not affect the
interpretation thereof.
IN WITNESS WHEREOF, as of the date set forth above, the Company has
caused this Warrant to be signed in its name.
TELSCAPE INTERNATIONAL,
INC.
By:
Name:
Title:
SUBSCRIPTION NOTICE EXHIBIT 1
The undersigned, the holder of the foregoing Warrants, hereby elects to
exercise purchase rights represented thereby for, and to purchase thereunder,
________ shares of the Common Stock covered by such Warrants, and herewith
makes payment in full for such shares pursuant to Section 2.2 of such
Warrants, and requests (a) that certificates for such shares (and any other
securities or other property issuable upon such exercise) be issued in the
name of, and delivered to, ________________________________ and (b), if such
shares shall not include all of the shares issuable as provided in such
Warrants, that new Warrants of like tenor and date for the balance of the
shares issuable thereunder be delivered to the undersigned.
Date:__________________________
ASSIGNMENT
For value received, _______________________________, hereby sells,
assigns and transfers unto these Warrants, together with all rights, title and
interest therein, and does irrevocably constitute and appoint
_______________________________ attorney, to transfer such Warrants on the
books of the Company, with full power of substitution.
Date:_________________________
