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STOCK PURCHASE WARRANT
To Purchase Common Stock of
IAT MULTIMEDIA, INC.
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Void after 5:00 p.m. New York Time, on _______ __, 2003.
Warrant to Purchase _______ Shares of Common Stock.
WARRANT TO PURCHASE COMMON STOCK
OF
IAT MULTIMEDIA, INC.
This is to Certify That, FOR VALUE RECEIVED, Royce
Investment Group, Inc. ("Royce"), or assigns (collectively, the "Holder"), is
entitled to purchase, subject to the provisions of this Warrant, from IAT
Multimedia, Inc., a Delaware corporation (the "Company"), _______ fully paid,
validly issued and nonassessable shares of Common Stock, par value $.01 per
share, of the Company ("Common Stock") at a price of $____ per share [125% of
the conversion price of the Company's 10% Convertible Subordinated Notes] at
any time or from time to time during the period from _______ __, 1999 to
_______ __, 2003, but not later than 5:00 p.m. New York City Time, on _______
__, 2003. The number of shares of Common Stock to be received upon the
exercise of this Warrant and the price to be paid for each share of Common
Stock may be adjusted from time to time as hereinafter set forth. The shares
of Common Stock deliverable upon such exercise, and as adjusted from time to
time, are hereinafter sometimes referred to as "Warrant Shares" and the
exercise price of a share of Common Stock in effect at any time and as
adjusted from time to time is hereinafter sometimes referred to as the
"Exercise Price". This Warrant, together with warrants of like tenor,
constituting in the aggregate warrants (the "Warrants") to purchase _______
shares [10% of the number of shares into which the Company's 10% Convertible
Subordinated Notes are convertible] of Common Stock, was originally issued
pursuant to an underwriting agreement between the Company and Royce, in
connection with a public offering through Royce of $10,000,000 principal
amount 10% Convertible Subordinated Notes, in consideration of $___ [$.001 per
share] received for the Warrants.
(a) EXERCISE OF WARRANT.
(1) This Warrant may be exercised in whole or in part at
any time or from time to time on or after _______ __, 1999 and until _______
__, 2003 (the "Exercise Period"), subject to the provisions of Section (j)(2)
hereof; provided, however, that (i) if either such day is a day on which
banking institutions in the State of New York are authorized by law to close,
then on the next succeeding day which shall not be such a day, and (ii) in the
event of any merger, consolidation or sale of substantially all the assets of
the Company as an entirety, resulting in any distribution to the Company's
stockholders, prior to _______ __, 2003, the
Holder shall have the right to exercise this Warrant commencing at such time
through _______ __, 2003 into the kind and amount of shares of stock and other
securities and property (including cash) receivable by a holder of the number
of shares of Common Stock into which this Warrant might have been exercisable
immediately prior thereto. This Warrant may be exercised by presentation and
surrender hereof to the Company at its principal office, or at the office of
its stock transfer agent, if any, with the Purchase Form annexed hereto duly
executed and accompanied by payment of the Exercise Price for the number of
Warrant Shares specified in such form. As soon as practicable after each such
exercise of the warrants, but not later than seven (7) days from the date of
such exercise, the Company shall issue and deliver to the Holder a certificate
or certificate for the Warrant Shares issuable upon such exercise, registered
in the name of the Holder or its designee. If this Warrant should be exercised
in part only, the Company shall, upon surrender of this Warrant for
cancellation, execute and deliver a new Warrant evidencing the rights of the
Holder thereof to purchase the balance of the Warrant Shares purchasable
thereunder. Upon receipt by the Company of this Warrant at its office, or by
the stock transfer agent of the Company at its office, in proper form for
exercise, the Holder shall be deemed to be the holder of record of the shares
of Common Stock issuable upon such exercise, notwithstanding that the stock
transfer books of the Company shall then be closed or that certificates
representing such shares of Common Stock shall not then be physically
delivered to the Holder.
(2) At any time during the Exercise Period, the Holder
may, at its option, exchange this Warrant, in whole or in part (a "Warrant
Exchange"), into the number of Warrant Shares determined in accordance with
this Section (a)(2), by surrendering this Warrant at the principal office of
the Company or at the office of its stock transfer agent, accompanied by a
notice stating such Xxxxxx's intent to effect such exchange, the number of
Warrant Shares to be exchanged and the date on which the Holder requests that
such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange
shall take place on the date specified in the Notice of Exchange or, if later,
the date the Notice of Exchange is received by the Company (the "Exchange
Date"). Certificates for the shares issuable upon such Warrant Exchange and,
if applicable, a new warrant of like tenor evidencing the balance of the
shares remaining subject to this Warrant, shall be issued as of the Exchange
Date and delivered to the Holder within seven (7) days following the Exchange
Date. In connection with any Warrant Exchange, this Warrant shall represent
the right to subscribe for and acquire the number of Warrant Shares (rounded
to the next highest integer) equal to (i) the number of Warrant Shares
specified by the Holder in its Notice of Exchange (the "Total Number") less
(ii) the number of Warrant Shares equal to the quotient obtained by dividing
(A) the product of the Total Number and the existing Exercise Price by (B) the
current market value of a share of Common Stock. Current market value shall
have the meaning set forth Section (c) below, except that for purposes hereof,
the date of exercise, as used in such Section (c), shall mean the Exchange
Date.
(b) RESERVATION OF SHARES. The Company shall at all times
reserve for issuance and/or delivery upon exercise of this Warrant such number
of shares of its Common Stock as shall be required for issuance and delivery
upon exercise of the Warrants.
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(c) FRACTIONAL SHARES. No fractional shares or script
representing fractional shares shall be issued upon the exercise of this
Warrant. With respect to any fraction of a share called for upon any exercise
hereof, the Company shall pay to the Holder an amount in cash equal to such
fraction multiplied by the current market value of a share, determined as
follows:
(1) If the Common Stock is listed on a national
securities exchange or admitted to unlisted trading
privileges on such exchange or listed for trading on the
Nasdaq National Market, the current market value shall be
the last reported sale price of the Common Stock on such
exchange or market on the last business day prior to the
date of exercise of this Warrant or if no such sale is made
on such day, the average closing bid and asked prices for
such day on such exchange or market; or
(2) If the Common Stock is not so listed or
admitted to unlisted trading privileges, but is traded on
the Nasdaq Small Cap Market, the current Market Value shall
be the average of the closing bid and asked prices for such
day on such market and if the Common Stock is not so traded,
the current market value shall be the mean of the last
reported bid and asked prices reported by the National
Quotation Bureau, Inc. on the last business day prior to the
date of the exercise of this Warrant; or
(3) 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 market value shall
be an amount, not less than book value thereof as at the end
of the most recent fiscal year of the Company ending prior
to the date of the exercise of the Warrant, determined in
such reasonable manner as may be prescribed by the Board of
Directors of the Company.
(d) EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This
Warrant is exchangeable, without expense, at the option of the Holder, upon
presentation and surrender hereof to the Company or at the office of its stock
transfer agent, if any, for other warrants of different denominations
entitling the holder thereof to purchase in the aggregate the same number of
shares of Common Stock purchasable hereunder. This Warrant is not transferable
(other than by will or pursuant to the laws of descent and distribution and
except as provided under Subsection (a)(1)(ii) hereof) and may not be assigned
or hypothecated for a period of one year from _______ __, 1998, except to and
among the officers of Xxxxx, any member of the selling group, or to and among
the officers of any member of the selling group. Upon surrender of this
Warrant to the Company at its principal office or at the office of its stock
transfer agent, if any, with the Assignment Form annexed hereto duly executed
and funds sufficient to pay any transfer tax, the Company shall, without
charge, execute and deliver a new Warrant in the name of the assignee named in
such instrument of assignment and this Warrant shall promptly be cancelled.
This Warrant may be divided or combined with other warrants which carry the
same rights upon presentation hereof at the principal office of the Company or
at
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the office of its stock transfer agent, if any, together with a written notice
specifying the names and denominations in which new Warrants are to be issued
and signed by the Holder hereof. The term "Warrant" as used herein includes
any Warrants into which this Warrant may be divided or exchanged. Upon receipt
by the Company of evidence satisfactory to it of the loss, theft, destruction
or mutilation of this Warrant, and (in the case of loss, theft or destruction)
of reasonably satisfactory indemnification, and upon surrender and
cancellation of this Warrant, if mutilated, the Company will execute and
deliver a new Warrant of like tenor and date. Any such new Warrant executed
and delivered shall constitute an additional contractual obligation on the
part of the Company, whether or not this Warrant so lost, stolen, destroyed,
or mutilated shall be at any time enforceable by anyone.
(e) RIGHTS OF THE HOLDER. The Holder shall not, by virtue
hereof, be entitled to any rights of a shareholder in the Company, either at
law or equity, and the rights of the Holder are limited to those expressed in
the Warrant and are not enforceable against the Company except to the extent
set forth herein.
(f) ANTI-DILUTION PROVISIONS. The Exercise Price in effect
at any time and the number and kind of securities purchasable upon the
exercise of the Warrants shall be subject to adjustment from time to time upon
the happening of certain events as follows:
(1) In case the Company shall (i) declare a
dividend or make a distribution on its outstanding shares of
Common Stock in shares of Common Stock, (ii) subdivide or
reclassify its outstanding shares of Common Stock into a
greater number of shares, or (iii) combine or reclassify its
outstanding shares of Common Stock into a smaller number of
shares, the Exercise Price in effect at the time of the
record date for such dividend or distribution or of the
effective date of such subdivision, combination or
reclassification shall be adjusted so that it shall equal
the price determined by multiplying the Exercise Price by a
fraction, the denominator of which shall be the number of
shares of Common Stock outstanding after giving effect to
such action, and the numerator of which shall be the number
of shares of Common Stock outstanding immediately prior to
such action. Such adjustment shall be made successively
whenever any event listed above shall occur.
(2) Whenever the Exercise Price payable upon
exercise of each Warrant is adjusted pursuant to Subsection
(1) above, the number of Shares purchasable upon exercise of
this Warrant shall simultaneously be adjusted by multiplying
the number of Shares initially issuable upon exercise of
this Warrant by the Exercise Price in effect on the date
hereof and dividing the product so obtained by the Exercise
Price, as adjusted.
(3) No adjustment in the Exercise Price shall be
required unless such adjustment would require an increase or
decrease of at least five cents ($0.05) in such price;
provided, however, that any adjustments which by reason of
this
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Subsection (3) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment
required to be made hereunder. All calculations under this
Section (f) shall be made to the nearest cent or to the
nearest one-hundredth of a share, as the case may be. Anything
in this Section (f) to the contrary notwithstanding, the
Company shall be entitled, but shall not be required, to make
such changes in the Exercise Price, in addition to those
required by this Section (f), as it shall determine, in its
sole discretion, to be advisable in order that any dividend or
distribution in shares of Common Stock, or any subdivision,
reclassification or combination of Common Stock, hereafter
made by the Company shall not result in any Federal Income tax
liability to the holders of Common Stock or securities
convertible into Common Stock (including Warrants).
(4) Whenever the Exercise Price is adjusted, as
herein provided, the Company shall promptly but no later
than 10 days after any request for such an adjustment by the
Holder, cause a notice setting forth the adjusted Exercise
Price and adjusted number of Shares issuable upon exercise
of each Warrant, and, if requested, information describing
the transactions giving rise to such adjustments, to be
mailed to the Holders at their last addresses appearing in
the Warrant Register, and shall cause a certified copy
thereof to be mailed to its transfer agent, if any. In the
event the Company does not provide the Holder with such
notice and information within 10 days of a request by the
Holder, then notwithstanding the provisions of this Section
(f), the Exercise Price shall be immediately adjusted to
equal the lowest Offering Price, Subscription Price or
Conversion Price, as applicable, since the date of this
Warrant, and the number of shares issuable upon exercise of
this Warrant shall be adjusted accordingly. The Company may
retain a firm of independent certified public accountants
selected by the Board of Directors (who may be the regular
accountants employed by the Company) to make any computation
required by this Section (f), and a certificate signed by
such firm shall be conclusive evidence of the correctness of
such adjustment.
(5) In the event that at any time, as a result of
an adjustment made pursuant to Subsection (1) above, the
Holder of this Warrant thereafter shall become entitled to
receive any shares of the Company, other than Common Stock,
thereafter the number of such other shares so receivable
upon exercise of this Warrant shall be subject to adjustment
from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to
the Common Stock contained in Subsections (1) to (3),
inclusive above.
(6) Irrespective of any adjustments in the Exercise
Price or the number or kind of shares purchasable upon
exercise of this Warrant, Warrants theretofore or thereafter
issued may continue to express the same price and number and
kind of shares as are stated in the similar Warrants
initially issuable pursuant to this Agreement.
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(g) OFFICER'S CERTIFICATE. Whenever the Exercise Price shall
be adjusted as required by the provisions of the foregoing Section, the
Company shall forthwith file in the custody of its Secretary or an Assistant
Secretary at its principal office and with its stock transfer agent, if any,
an officer's certificate showing the adjusted Exercise Price determined as
herein provided, setting forth in reasonable detail the facts requiring such
adjustment, including a statement of the number of additional shares of Common
Stock, if any, and such other facts as shall be necessary to show the reason
for and the manner of computing such adjustment. Each such officer's
certificate shall be made available at all reasonable times for inspection by
the holder or any holder of a Warrant executed and delivered pursuant to
Section (a) and the Company shall, forthwith after each such adjustment, mail
a copy by certified mail of such certificate to the Holder or any such holder.
(h) NOTICES TO WARRANT HOLDERS. So long as this Warrant
shall be outstanding, (i) if the Company shall pay any dividend or make any
distribution upon the Common Stock or (ii) if the Company shall offer to the
holders of Common Stock for subscription or purchase by them any share of any
class or any other rights or (iii) if any capital reorganization of the
Company, reclassification of the capital stock of the Company, consolidation
or merger of the Company with or into another corporation, sale, lease or
transfer of all or substantially all of the property and assets of the Company
to another corporation, or voluntary or involuntary dissolution, liquidation
or winding up of the Company shall be effected, then in any such case, the
Company shall cause to be mailed by certified mail to the Holder, at least
fifteen days prior the date specified in (x) or (y) below, as the case may be,
a notice containing a brief description of the proposed action and stating the
date on which (x) a record is to be taken for the purpose of such dividend,
distribution or rights, or (y) such reclassification, reorganization,
consolidation, merger, conveyance, lease, dissolution, liquidation or winding
up is to take place and the date, if any is to be fixed, as of which the
holders of Common Stock or other securities shall receive cash or other
property deliverable upon such reclassification, reorganization,
consolidation, merger, conveyance, dissolution, liquidation or winding up.
(i) RECLASSIFICATION, REORGANIZATION OR MERGER. In case of
any reclassification, capital reorganization or other change of outstanding
shares of Common Stock of the Company, or in case of any consolidation or
merger of the Company with or into another corporation (other than a merger
with a subsidiary in which merger the Company is the continuing corporation
and which does not result in any reclassification, capital reorganization or
other change of outstanding shares of Common Stock of the class issuable upon
exercise of this Warrant) or in case of any sale, lease or conveyance to
another corporation of the property of the Company as an entirety, the Company
shall, as a condition precedent to such transaction, cause effective
provisions to be made so that the Holder shall have the right thereafter by
exercising this Warrant at any time prior to the expiration of the Warrant, to
purchase the kind and amount of shares of stock and other securities and
property receivable upon such reclassification, capital reorganization and
other change, consolidation, merger, sale or conveyance by a holder of the
number of shares of Common Stock which might have been purchased upon exercise
of this Warrant immediately prior to such reclassification, change,
consolidation, merger, sale or conveyance. Any such provision shall include
provision for adjustments which shall be as
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nearly equivalent as may be practicable to the adjustments provided for in
this Warrant. The foregoing provisions of this Section (i) shall similarly
apply to successive reclassifications, capital reorganizations and changes of
shares of Common Stock and to successive consolidations, mergers, sales or
conveyances. In the event that in connection with any such capital
reorganization or reclassification, consolidation, merger, sale or conveyance,
additional shares of Common Stock shall be issued in exchange, conversion,
substitution or payment, in whole or in part, for a security of the Company
other than Common Stock, any such issue shall be treated as an issue of Common
Stock covered by the provisions of Subsection (1) of Section (f) hereof.
(j) REGISTRATION UNDER THE SECURITIES ACT OF 1933.
(1) The Company shall advise the Holder of this Warrant or
of the Warrant Shares or any then holder of Warrants or
Warrant Shares (such persons being collectively referred to
herein as "holders") by written notice at least four weeks
prior to the filing of any post-effective amendment to the
Company's Registration Statement No. 333-_____ on Form S-1
("Registration Statement"), declared effective by the
Securities and Exchange Commission on _______ __, 1998 or of
any new registration statement or post-effective amendment
thereto under the Securities Act of 1933 (the "Act") covering
securities of the Company and will for a period of six years,
commencing one year from the effective date of the
Registration Statement, upon the request of any such holder,
include in any such post-effective amendment or registration
statement such information as may be required to permit a
public offering of the Warrants or the Warrant Shares. The
Company shall supply prospectuses and other documents as the
Holder may request in order to facilitate the public sale or
other disposition of the Warrants or Warrant Shares, qualify
the Warrants and the Warrant Shares for sale in such states as
any such holder designates and do any and all other acts and
things which may be necessary or desirable to enable such
Holders to consummate the public sale or other disposition of
the Warrants or Warrant Shares, and furnish indemnification in
the manner as set forth in Subsection (3)(C) of this Section
(j). Such holders shall furnish information and
indemnification as set forth in Subsection (3)(C) of this
Section (j), except that the maximum amount which may be
recovered from the Holder shall be limited to the amount of
proceeds received by the Holder from the sale of the Warrants
or Warrant Shares.
(2) If any majority holder (as defined in Subsection (4)
of this Section (j) below) shall give notice to the Company at
any time during the four year period commencing one year from
the effective date of the Registration Statement to the effect
that such holder contemplates (i) the transfer of all or any
part of his or its Warrants and/or Warrant Shares, or (ii) the
exercise and/or conversion of all or any part of his or its
Warrants and the transfer of all or any part of the Warrants
and/or Warrant Shares under such circumstances that a public
offering (within the meaning of the Act) of Warrants and/or
Warrant
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Shares will be involved, and desires to register under the
Act, the Warrants and/or the Warrant Shares, then the Company
shall, within two weeks after receipt of such notice, file a
post-effective amendment to the Registration Statement or a
new registration statement on Form S-1 or such other form as
the holder requests, pursuant to the Act, to the end that the
Warrants and/or Warrant Shares may be sold under the Act as
promptly as practicable thereafter and the Company will use
its best efforts to cause such registration to become
effective and continue to be effective (current) (including
the taking of such steps as are necessary to obtain the
removal of any stop order) until the holder has advised that
all of the Warrants and/or Warrant Shares have been sold;
provided that such holder shall furnish the Company with
appropriate information (relating to the intentions of such
holders) in connection therewith as the Company shall
reasonably request in writing. In the event the registration
statement is not declared effective under the Act prior to
_______ __, 2003, then at the holder's request, the Company
shall purchase the Warrants from the holders for a per share
price equal to the fair market value of the Common Stock less
the per share Exercise Price. The holder may, at its option,
request the registration of the Warrants and/or Warrant Shares
in a registration statement made by the Company as
contemplated by Subsection (1) of this Section (j) or in
connection with a request made pursuant to Subsection (2) of
this Section (j) prior to the acquisition of the Warrant
Shares upon exercise of the Warrants and even though the
holder has not given notice of exercise of the Warrants. The
holder may thereafter at its option, exercise the Warrants at
any time or from time to time subsequent to the effectiveness
under the Act of the registration statement in which the
Warrant Shares were included.
(3) The following provision of this Section (j)
shall also be applicable:
(A) Within ten days after receiving any
such notice pursuant to Subsection (2) of this
Section (j), the Company shall give notice to the
other holders of Warrants and Warrant Shares,
advising that the Company is proceeding with such
post-effective amendment or registration statement
and offering to include therein Warrants and/or
Warrant Shares of such other holders, provided that
they shall furnish the Company with such
appropriate information (relating to the intentions
of such holders) in connection therewith as the
Company shall reasonably request in writing.
Following the effective date of such post-effective
amendment or registration, the Company shall upon
the request of any owner of Warrants and/or Warrant
Shares forthwith supply such a number of
prospectuses meeting the requirements of the Act,
as shall be requested by such owner to permit such
holder to make a public offering of all Warrants
and/or Warrant Shares from time to time offered or
sold to such holder, provided that such holder
shall from time to time furnish the Company with
such appropriate information (relating to the
intentions of such holder) in connection therewith
as the Company shall request in writing. The
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Company shall also use its best efforts to qualify
the Warrant Shares for sale in such states as such
majority holder shall designate.
(B) The Company shall bear the entire cost
and expense of any registration of securities
initiated by it under Subsection (1) of this
Section (j) notwithstanding that Warrants and/or
Warrant Shares subject to this Warrant may be
included in any such registration. The Company
shall also comply with one request for registration
made by the majority holder pursuant to Subsection
(2) of this Section (j) at its own expense and
without charge to any holder of any Warrants and/or
Warrant Shares; and the Company shall comply with
one additional request made by the majority holder
pursuant to Subsection (2) of this Section (j) (and
not deemed to be pursuant to Subsection (1) of this
Section (j)) at the sole expense of such majority
holder. Any holder whose Warrants and/ or Warrant
Shares are included in any such registration
statement pursuant to this Section (j) shall,
however, bear the fees of his own counsel and any
registration fees, transfer taxes or underwriting
discounts or commissions applicable to the Warrant
Shares sold by him pursuant thereto.
(C) The Company shall indemnify and hold
harmless each such holder and each underwriter,
within the meaning of the Act, who may purchase
from or sell for any such holder any Warrants
and/or Warrant Shares from and against any and all
losses, claims, damages and liabilities caused by
any untrue statement or alleged untrue statement of
a material fact contained in the Registration
Statement or any post-effective amendment thereto
or any registration statement under the Act or any
prospectus included therein required to be filed or
furnished by reason of this Section (j) or caused
by any omission or alleged omission to state
therein a material fact required to be stated
therein or necessary to make the statements therein
not misleading, except insofar as such losses,
claims, damages or liabilities are caused by any
such untrue statement or alleged untrue statement
or omission or alleged omission based upon
information furnished or required to be furnished
in writing to the Company by such holder or
underwriter expressly for use therein, which
indemnification shall include each person, if any,
who controls any such underwriter within the
meaning of such Act provided, however, that the
Company will not be liable in any such case to the
extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission
or alleged omission made in said registration
statement, said preliminary prospectus, said final
prospectus or said amendment or supplement in
reliance upon and in conformity with written
information furnished by such Holder or any other
Holder, specifically for use in the preparation
thereof.
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(D) Neither the giving of any notice by
any such majority holder nor the making of any
request for prospectuses shall impose any upon such
majority holder or owner making such request any
obligation to sell any Warrants and/or Warrant
Shares, or exercise any Warrants.
(4) The term "majority holder" as used in this
Section (j) shall include any owner or combination of owners
of Warrants or Warrant Shares in any combination if the
holdings of the aggregate amount of:
(i) the Warrants held by him or among them, plus
(ii) the Warrants which he or they would be
holding if the Warrants for the Warrant Shares owned
by him or among them had not been exercised,
would constitute a majority of the Warrants originally issued.
The Company's agreements with respect to Warrants or Warrant
Shares in this Section (j) shall continue in effect regardless of the exercise
and surrender of this Warrant.
(k) GOVERNING LAW.
This Agreement shall be governed by and in accordance with the
laws of the State of New York, without giving effect to the principles of
conflicts of law thereof.
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IN WITNESS WHEREOF, IAT Multimedia, Inc. has caused this
Stock Purchase Warrant to be signed by its duly authorized officers under its
corporate seal, and this Stock Purchase Warrant to be dated _______ __ , 1998.
IAT MULTIMEDIA, INC.
By:______________________________
[SEAL]
Attest:
__________________________________
Secretary
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PURCHASE FORM
Dated __________ __, ____
The undersigned hereby irrevocably elects to exercise the
within Warrant to the extent of purchasing _______ shares of Common Stock and
hereby makes payment of _______ in payment of the actual exercise price
thereof.
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INSTRUCTIONS FOR REGISTRATION OF STOCK
Name ______________________________________________
(Please typewrite or print in block letters)
Address ___________________________________________
Signature _________________________________________
ASSIGNMENT FORM
FOR VALUE RECEIVED, ______________ hereby sells, assigns and
transfers unto
Name ________________________________________
(Please typewrite or print in block letters)
Address _____________________________________
the right to purchase Common Stock represented by this Warrant to the extent
of ______ shares as to which such right is exercisable and does hereby
irrevocably constitute and appoint ___________ as attorney, to transfer the
same on the books of the Company with full power of substitution in the
premises.
Date __________ ___, ____
Signature ___________________
