EXHIBIT 10.23
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OR CONVERSION HEREOF
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
ANY APPLICABLE STATE LAWS, AND NO INTEREST THEREIN MAY BE SOLD,
DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT
(I) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (II) AN OPINION OF
COUNSEL FOR THE HOLDER THAT SUCH REGISTRATION IS NOT REQUIRED OR (III)
RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION
TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.
WARRANT TO PURCHASE
SHARES OF COMMON STOCK
OF
NO. ____ POINTCAST INCORPORATED DECEMBER 11, 1997
A CALIFORNIA CORPORATION
This certifies that, for value received, Benchmark Founders' Fund, L.P.
(together with any registered assignee(s), the "Holder") is entitled, upon the
terms and subject to the conditions hereinafter set forth, at any time on or
after the date hereof and at or prior to 11:59 p.m. on the Expiration Date (as
defined below), but not thereafter, to acquire from PointCast Incorporated, a
California corporation (the "Company"), in whole or from time to time in part,
up to 38,321 fully paid and nonassessable shares of Common Stock of the Company
("Warrant Stock") at a purchase price equal to $5.00 per share (the "Exercise
Price"). Such number of shares, type of security and Exercise Price are subject
to adjustment as provided herein, and all references to "Warrant Stock" and
"Exercise Price" herein shall be deemed to include any such adjustment or series
of adjustments.
1. TERM
(a) Termination and Expiration. If not earlier exercised, the Warrant
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shall expire on the date (the "Expiration Date") that is the
earlier of (i) eighteen (18) months after the consummation of a
firmly underwritten public offering pursuant to the Securities Act
of 1933, as amended (the "Securities Act"), by the Company of its
capital stock with aggregate gross proceeds to the Company of not
less than $20,000,000 and with a price per share of not less than
$9.50, subject to appropriate adjustment for stock splits, stock
dividends, combinations, recapitalizations and the like (a
"Qualified IPO") and (ii) 60 months after the date first set forth
above.
(b) Exceptions. Notwithstanding the foregoing, in the event the
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Company is proposed to be acquired in a bona fide transaction
(i.e., not a mere recapitalization, reincorporation for the
purpose of changing corporate domicile,
or similar transaction) (the "Acquisition"), regardless of the
form of the transaction (e.g., merger, consolidation, exclusive
license, sale or lease of assets or sale of stock), the Company
shall give the Holder not less than fifteen (15) business days
notice of the record date for determining the shareholders of the
Company entitled to vote on (or otherwise approve) the
Acquisition; the Company shall provide the Holder with all
information with respect to the Acquisition that is otherwise
provided to shareholders of the Company at such time and from time
to time during the pendency of the Acquisition, including (but not
limited to) the proposed price to be paid in the proposed
Acquisition; the Holder shall have the right to exercise same on
or prior to the record date of shareholders eligible to vote (or
otherwise approve) with respect to the proposed Acquisition; if
the Warrant is not exercised on or prior to such record date, the
Warrant shall expire upon the occurrence of the consummation of
the Acquisition, provided that if the Acquisition is not
consummated, then the Holder shall be entitled to revoke the
exercise of this Warrant pursuant to the operation of this Section
1(a).
2. EXERCISE OF WARRANT
The purchase rights represented by this Warrant are exercisable by the
registered holder hereof, in whole or in part, at any time and from time to time
at or prior to the Expiration Time by the surrender of this Warrant and the
Notice of Exercise form attached hereto duly executed to the principal executive
office of the Company at the address set forth on the signature page hereof (or
such other office or agency of the Company as it may designate by notice in
writing to the registered holder hereof at the address of such holder appearing
on the books of the Company), and upon payment of the Exercise Price for the
shares thereby purchased by cash, check or wire transfer or, at the election of
the Warrantholder, may be made on a "net exercise" basis, in which event the
Company shall issue the Warrantholder a number of shares of Common Stock
computed using the following formula:
Y = X(A-B)/A
Where:
X = the number of equal shares of Common Stock for which this Warrant is
exercisable;
Y = the number of shares of Common Stock to be issued to the Holder;
A = the Fair Market Value (as defined below) of one share of the
Company's Common Stock on the date of conversion of this Warrant; and
B = the Exercise Price for one share of the Company's Common Stock under
this Warrant.
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If the above calculation results in a negative number, then no shares of
Warrant Stock shall be issued or issuable upon conversion of this Warrant.
"Fair Market Value" of a share of Common Stock shall mean:
(a) if this Warrant is exercised (i) immediately prior to a Qualified IPO,
and (ii) if the Company's Registration Statement on Form S-1 or SB-2
(or successor or equivalent forms) relating to such public offering
has been declared effective by the Securities and Exchange Commission,
then the Fair Market Value per share shall be the price per share to
the public as specified in the final prospectus with respect to the
offering;
(b) if this Warrant is exercised after the consummation of a Qualified
IPO, then:
(i) if traded on a securities exchange, the Fair Market Value per
share of Common Stock shall be deemed to be the average of the
closing sales prices of the Company's Common Stock over a ten
(10) day trading period (or for such shorter period as the
Company's Common Stock may have been trading) ending three (3)
days before the Exercise Date, or
(ii) if traded over-the-counter, the Fair Market Value per share of
Common Stock shall be deemed to be the average of the prices of
the Company's Common Stock quoted on The Nasdaq Stock Market,
Inc. (or NASD bulletin board or any similar system) over the ten
(10) day trading period (or for such shorter period as the
Company's Common Stock has been trading) ending three (3) days
before the Exercise Date; or
(c) if this Warrant is exercised prior to a Qualified IPO (except as
provided in clause (a) above), the Fair Market Value per share of
Common Stock shall be equal to an amount determined in good faith by
the Company's Board of Directors, but shall in no event be less than
the actual sale price per share in the Company's latest financing.
Upon exercise of this Warrant in accordance with this Section 2, the holder
of this Warrant shall be entitled to receive from the Company a stock
certificate in proper form representing the number of shares of Warrant Stock so
purchased, and a new Warrant in substantially identical form and dated as of
such exercise for the purchase of that number of shares of Warrant Stock equal
to the difference, if any, between the number of shares of Warrant Stock subject
hereto and the number of shares of Warrant Stock as to which this Warrant is so
exercised.
3. CONVERSION OF WARRANT
The Holder shall have the right to convert this Warrant, in whole or in
part, at any time (including, but not limited to, the occurrence of an
Acquisition of the Company) and from time to time at or prior to the Expiration
Time by the payment of the Exercise Price (as hereinafter defined), and
surrender of this Warrant and the Notice of Conversion form attached hereto duly
executed to the principal executive office of the Company at the address set
forth on the signature page hereof (or such other office or agency of the
Company as it may designate by notice in writing to the Holder at the address of
such Holder appearing on the books of the Company), into shares of Warrant Stock
as
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provided in this Section 3. Payment of the Exercise Price may be made by cash,
check or wire transfer or, at the election of the Warrantholder, may be made on
a "net exercise" basis, in which event the Company shall issue the Warrantholder
a number of shares of Common Stock computed using the formula set forth in
Section 2.
Upon conversion of this Warrant in accordance with this Section 3, the
Holder hereof shall be entitled to receive a certificate for the number of
shares of Warrant Stock determined in accordance with the foregoing, and a new
Warrant in substantially identical form and dated as of such conversion for the
purchase of that number of shares of Warrant Stock equal to the difference, if
any, between the number of shares of Warrant Stock subject hereto and the number
of shares of Warrant Stock as to which this Warrant is so converted.
4. ISSUANCE OF SHARES; NO FRACTIONAL SHARES OR SCRIP
Certificates for shares purchased hereunder or issuable upon conversion
hereof shall be delivered to the Holder promptly after the date on which this
Warrant shall have been exercised or converted in accordance with the terms
hereof. The Company hereby represents and warrants that all shares of Warrant
Stock which may be issued upon the exercise or conversion of this Warrant will,
upon such exercise or conversion, be duly and validly authorized and issued,
fully paid and nonassessable and free from all liens and encumbrances in respect
of the issuance thereof (other than liens or encumbrances created by or imposed
upon the Holder of the Warrant Stock). The Company agrees that the shares so
issued shall be and shall for all purposes be deemed to have been issued to such
Holder as the record owner of such shares as of the close of business on the
date on which this Warrant shall have been exercised or converted in accordance
with the terms hereof. No fractional shares or scrip representing fractional
shares shall be issued upon the exercise or conversion of this Warrant. With
respect to any fraction of a share called for upon the exercise or conversion of
this Warrant, an amount equal to such fraction multiplied by the Fair Market
Value of a share of Warrant Stock on the date of exercise or conversion shall be
paid in cash or check to the Holder.
5. CHARGES, TAXES AND EXPENSES
Issuance of certificates for shares of Warrant Stock upon the exercise or
conversion of this Warrant shall be made without charge to the Holder for any
issue or transfer tax or other incidental expense in respect of the issuance of
such certificate, all of which taxes and expenses shall be paid by the Company,
and such certificates shall be issued in the name of the Holder or in such name
or names as may be directed by the Holder provided, however, that in the event
certificates for shares of Warrant Stock are to be issued in a name other than
the name of the Holder, this Warrant when surrendered for exercise or conversion
shall be accompanied by the Assignment Form attached hereto duly executed by the
Holder.
6. RIGHTS AS SHAREHOLDERS
No Holder of this Warrant, as such, shall be entitled to vote upon any
matter submitted to shareholders at any meeting thereof, or to receive notice of
meetings, or be deemed the holder of
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Common Stock until this Warrant shall have been exercised or converted in whole
or in part and the Warrant Stock purchasable upon such exercise shall have
become deliverable, as provided herein.
7. COMPANY'S RIGHT OF FIRST REFUSAL PRIOR TO WARRANT EXERCISE
Before the Warrant may be sold or otherwise transferred by the Holder or
any transferee (including transfer by gift or operation of law), the Company or
its assignee(s) shall have a right of first refusal to purchase the Warrant on
the terms and conditions set forth in this Section 7 (the "Right of First
Refusal").
(a) Notice of Proposed Transfer. The Holder shall deliver to the
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Company a written notice (the "Notice") stating: (i) the Holder's
bona fide intention to sell or otherwise transfer the Warrant;
(ii) the name of the proposed purchaser or other transferee
("Proposed Transferee"); and (iii) the bona fide cash price or
other consideration for which the Holder proposes to transfer the
Warrant (the "Offered Price"), and the Holder shall offer the
Warrant at the Offered Price to the Company or its assignee(s),
provided that any such assignee is a securityholder of the
Company.
(b) Exercise of Right of First Refusal. At any time within 20 days
----------------------------------
after receipt of the Notice, the Company or its assignee(s) may,
by giving written notice to the Holder, elect to purchase the
Warrant proposed to be transferred to the Proposed Transferee, at
the purchase price determined in accordance with subsection (c)
below.
(c) Purchase Price. The purchase price ("Purchase Price") for the
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Warrant purchased by the Company or its assignee(s) under this
Section shall be the Offered Price. If the Offered Price includes
consideration other than cash, the cash equivalent value of the
non-cash consideration shall be determined in good faith by the
Board of Directors of the Company.
(d) Payment. Payment of the Purchase Price shall be made in cash (by
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check) within 15 days of the Company's written notice to the
Holder pursuant to Section 7(b).
(e) Holder's Right to Transfer. If the Warrant proposed in the Notice
--------------------------
to be transferred to a given Proposed Transferee is not purchased
by the Company or its assignee(s) as provided in this Section,
then the Holder may sell or otherwise transfer such Warrant to
that Proposed Transferee at the Offered Price or at a higher
price, provided that such sale or other transfer is consummated
within 90 days after the date of the Notice and provided further
that any such sale or other transfer is effected in accordance
with any applicable securities laws and the Proposed Transferee
agrees in writing that the provisions of this Section 7 shall
continue to apply to the Warrant in the hands of such Proposed
Transferee. If the Warrant described in the Notice is not
transferred to the Proposed Transferee
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within such period, a new Notice shall be given to the Company,
and the Company or its assignees shall again be offered the Right
of First Refusal before the Warrant held by the Holder may be sold
or otherwise transferred.
(f) Exception for Certain Transfers. The Warrant may be transferred
-------------------------------
without the Company being offered the Right of First Refusal in
the following transactions; provided that any Transferee shall
agree to the terms of this Section 7 as to the Warrant:
(1) A Holder's transfer of the Warrant in whole or in part to the
Company or to any shareholder of the Company.
(2) A Holder's transfer of the Warrant in whole or in part to a
person who, at the time of such transfer, is an officer or
director of the Company.
(3) A Holder's transfer of the Warrant in whole or in part
pursuant to and in accordance with the terms of any merger,
consolidation, reclassification of shares or capital
reorganization of the corporate shareholder, or pursuant to a
sale of all or substantially all of the stock or assets of a
corporate shareholder.
(4) A transfer by a Holder which is a limited or general
partnership to any or all of its partners or former partners
or any professional employee (or entity of which such
employees are the beneficiaries) of such partnership.
(5) A transfer by a Holder which is a corporation to any parent
company of the Holder, or any majority-owned subsidiary of
such parent company, provided that any such transferee does
not derive a majority of its revenues from products or
services that compete directly with products or services from
which the Company derives a majority of its revenues.
(6) Any transfer by a Holder which is a limited liability company
to any or all of its members or former members or any
professional employee (or entity of which such employees are
the beneficiaries) of such limited liability company.
Any such transfer shall be made upon surrender of this Warrant together
with the Assignment Form attached hereto properly endorsed.
(g) Termination of Right of First Refusal. The Right of First Refusal
-------------------------------------
shall terminate (i) as to any Warrant Stock acquired upon the
exercise or conversion of the Warrant in whole or in part, on the
effective date of such exercise or conversion and (ii) as to any
portion of the Warrant not previously exercised or converted, on
the date 180 days after the date of the final prospectus (the
"Final Prospectus")
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contained in a registration statement filed with and declared
effective by the Securities and Exchange Commission under the
Securities Act relating to the initial public offering by the
Company of its capital stock.
8. MARKET STAND-OFF AGREEMENT
The Holder hereby agrees in connection with any registration of the
Company's securities (other than a registration of securities in a Rule 145
transaction or with respect to an employee benefit plan), upon request of the
Company or the underwriters managing any underwritten offering of the Company's
securities, not to sell, make any short sale of, loan, pledge (or otherwise
encumber or hypothecate), grant any option for the purchase of, or otherwise
directly or indirectly dispose of any shares or other securities of the Company
(other than those included in the registration) without the prior written
consent of the Company and such managing underwriters for such period of time,
not to exceed 180 days following the date of the Final Prospectus, as the Board
of Directors establishes pursuant to its good faith negotiations with such
managing underwriters; provided, however, that the Holder shall not be subject
to such market stand-off unless the officers and directors of the Company who
own stock of the Company shall also be bound by such restrictions. The Company
may impose stop-transfer instructions with respect to securities subject to the
foregoing restrictions until the end of such 180-day period.
9. EXCHANGE AND REGISTRY OF WARRANT
This Warrant is exchangeable, upon the surrender hereof by the Holder at
the above-mentioned office or agency of the Company, for a new Warrant in
substantially identical form and dated as of such exchange. The Company shall
maintain at the above-mentioned office or agency a registry showing the name and
address of the registered Holder of this Warrant. This Warrant may be
surrendered for exchange, transfer, exercise or conversion, in accordance with
its terms, at such office or agency of the Company, and the Company shall be
entitled to rely in all respects, prior to written notice to the contrary, upon
such registry.
10. LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT
On receipt by the Company of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant, and in
case of any such loss, theft or destruction of this Warrant, on delivery of an
indemnity agreement reasonably satisfactory in form and amount to the Company
or, in the case of any such mutilation, on surrender and cancellation of such
Warrant, the Company will execute and deliver to the Holder, in lieu thereof, a
new warrant in substantially identical form, dated as of such cancellation and
reissuance.
11. SATURDAYS, SUNDAYS AND HOLIDAYS
If the last or appointed day for the taking of any action or the expiration
of any right required or granted herein shall be a Saturday or a Sunday or shall
be a legal holiday, then such action may be taken or such right may be exercised
on the next succeeding business day.
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12. ADJUSTMENTS
The type and number of securities of the Company issuable upon exercise of
this Warrant and the Exercise Price are subject to adjustment as set forth
below:
(a) If the Company shall at any time declare a dividend payable in
shares of Common Stock, then the Warrantholder, upon exercise of
this Warrant after the record date for the determination of
holders of Common Stock entitled to receive such dividend, shall
be entitled to receive upon exercise of this Warrant, in addition
to the number of shares of Common Stock as to which this Warrant
is exercised, such additional shares of Common Stock as such
holder would have received had this Warrant been exercised
immediately prior to such record date.
(b) If the Company shall at any time effect a recapitalization or
reclassification of such character that the shares of Common Stock
shall be changed into or become exchangeable for a larger or
smaller number of shares, then upon the effective date thereof the
number of shares of Common Stock which the Warrantholder shall be
entitled to purchase upon exercise of this Warrant shall be
increased or decreased, as the case may be, in direct proportion
to the increase or decrease in the number of shares of Common
Stock by reason of such recapitalization or reclassification, and
the Exercise Price shall be, in the case of an increase in the
number of shares, proportionately decreased and, in the case of a
decrease in the number of shares, proportionately increased.
(c) If the Company shall at any time distribute to holders of Common
Stock cash, evidences of indebtedness or other securities or
assets (other than cash dividends or distributions payable out of
earned surplus) then, in any such case, the Warrantholder shall be
entitled to receive, upon exercise of this Warrant, with respect
to each share of Common Stock issuable upon such exercise, the
amount of cash or evidences of indebtedness or other securities or
assets which such holder would have been entitled to receive with
respect to each such share of Common Stock as a result of the
happening of such event had this Warrant been exercised
immediately prior to the record date or other date fixing
stockholders to be affected by such event.
(d) If at any time on or after the date hereof the Company shall
subdivide its outstanding shares of Common Stock into a greater
number of shares, the Warrant Price in effect immediately prior to
such subdivision shall thereby be proportionately reduced and the
number of shares receivable upon exercise of the Warrant shall
thereby be proportionately increased; and, conversely, if at any
time on or after the date hereof the outstanding number of shares
of Common Stock shall be combined into a smaller number of shares,
the Warrant Price in effect immediately prior to such combination
shall thereby be proportionately increased
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and the number of shares receivable upon exercise of the Warrant
shall thereby be proportionately decreased.
(e) As used in this Warrant the term "Exercise Price" shall mean the
purchase price per share specified in this Warrant until the
occurrence of an event stated in subsections (b) or (d) of this
Section 12 and thereafter shall mean said price as adjusted from
time to time in accordance with the provisions of said
subsections. No adjustment made pursuant to any provision of this
Section 12 shall have the effect of increasing the total
consideration payable upon exercise of this Warrant in respect of
all the Common Stock as to which this Warrant may be exercised.
(f) In the event that at any time, as a result of an adjustment made
pursuant to this Section 12, the Warrantholder shall, upon
exercise of this Warrant, become entitled to receive shares and/or
other securities or assets (other than Common Stock) then,
wherever appropriate, all references herein to shares of Common
Stock shall be deemed to refer to and include such shares and/or
other securities or assets; and thereafter the number of such
shares and/or other securities or assets shall be subject to
adjustment from time to time in a manner and upon terms as nearly
equivalent as practicable to the provisions of this Section 12.
(g) In case of any adjustment in the Exercise Price or number and type
of securities issuable on the exercise of this Warrant, the
Company will promptly give written notice thereof to the Holder in
the form of a certificate, confirmed by an officer of the Company,
setting forth such adjustment and showing in reasonable detail the
facts upon which adjustment is based.
13. NOTICES OF RECORD DATE, ETC.
In the event of:
(a) any taking by the Company of a record of the holders of Warrant
Stock or securities into which the Warrant Stock is convertible
for the purpose of determining the holders thereof who are
entitled to receive any dividend or other distribution,
(b) any capital reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company, or any
transfer of all or substantially all the assets of the Company to,
or consolidation or merger of, the Company with or into any
person,
(c) any voluntary or involuntary dissolution, liquidation or winding-
up of the Company,
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(d) a sale of substantially all of the outstanding capital stock of
the Company or the issuance of new shares representing the
majority of the Company's right to vote, or
(e) the consummation of any Qualified IPO of the Company's Common
Stock,
then and in each such event the Company will mail to the Holder a notice
specifying the record date for voting or the date of closing , as applicable, of
any event (a)-(e) above. Such notice shall be delivered to the Holder at least
fifteen (15) days prior to the actual or proposed date of consummation of the
relevant event.
14. REPRESENTATIONS AND WARRANTIES
The Company hereby represents, warrants and agrees that:
(a) during the period this Warrant is outstanding, the Company will
reserve from its authorized and unissued Warrant Stock a
sufficient number of shares to provide for the issuance of Warrant
Stock upon the exercise or conversion of this Warrant;
(b) during the period this Warrant or the Warrant Stock issuable
hereunder is outstanding, the Company will reserve from its
authorized and unissued Common Stock a sufficient number of shares
to provide for the issuance of Common Stock upon conversion of the
Warrant Stock issuable upon exercise or conversion of this
Warrant;
(c) the issuance of this Warrant shall constitute full authority to
the Company's officers who are charged with the duty of executing
stock certificates to execute and issue the necessary certificates
for the shares of Warrant Stock issuable upon exercise or
conversion of this Warrant;
(d) the Company has all requisite legal and corporate power to execute
and deliver this Warrant, to sell and issue the Warrant Stock
hereunder, to issue the Common Stock issuable upon conversion of
the Warrant Stock and to carry out and perform its obligations
under the terms of this Warrant; and
(e) all corporate action on the part of the Company, its directors and
shareholders necessary for the authorization, execution, delivery
and performance of this Warrant by the Company, the authorization,
sale, issuance and delivery of the Warrant Stock and the Common
Stock issuable upon conversion of the Warrant Stock, the grant of
registration rights as provided herein and the performance of the
Company's obligations hereunder has been taken;
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(f) upon conversion, the Warrant Stock, when issued in compliance with
the provisions of this Warrant and the Company's Amended and
Restated Articles of Incorporation, will be validly issued, fully
paid and nonassessable, and free of any liens or encumbrances, and
will be issued in compliance with all applicable federal and state
securities laws; and
(g) upon conversion, the Warrant Stock will not be subject to any
preemptive rights, rights of first refusal or similar rights.
15. APPLICABLE LAW.
This Warrant is issued under and shall for all purposes be governed by
and construed in accordance with the laws of the State of California.
[Remainder of Page Intentionally Left Blank.]
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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by a
duly authorized officer.
Dated: __________, 1997. POINTCAST INCORPORATED
Signature: ___________________________________________
Name: ___________________________________________
Title: ___________________________________________
Address: ___________________________________________
___________________________________________
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NOTICE OF EXERCISE
To: PointCast Incorporated
(1) The undersigned hereby elects to purchase __________ shares of Common
Stock of PointCast Incorporated pursuant to the terms of the attached Warrant,
and tenders herewith payment of the Exercise Price in accordance therewith.
(2) Please issue a certificate or certificates representing said shares in
the name of the undersigned or in such other name as is specified below:
_____________________________________
(Name)
_____________________________________
(Address)
(3) The undersigned represents 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, except in
compliance with applicable federal and state securities laws.
________________ Signature: ____________________________________________
(Date)
Name: ____________________________________________
Title: ____________________________________________
Address: ____________________________________________
____________________________________________
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NOTICE OF CONVERSION
To: PointCast Incorporated
(1) The undersigned hereby elects to convert that portion of the attached
Warrant representing the right to purchase ________ shares of Common Stock into
such number of shares of Common Stock of PointCast Incorporated as is determined
pursuant to Section 3 of such Warrant, which conversion shall be effected
pursuant to the terms of the attached Warrant.
(2) Please issue a certificate or certificates representing said shares in
the name of the undersigned or in such other name as is specified below:
_____________________________________
(Name)
_____________________________________
(Address)
(3) The undersigned represents 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, except in
compliance with applicable federal and state securities laws.
________________ Signature: ____________________________________________
(Date)
Name: ____________________________________________
Title: ____________________________________________
Address: ____________________________________________
____________________________________________
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ASSIGNMENT FORM
(To assign the foregoing Warrant, execute this form and supply required
information. Do not use this form to purchase shares.)
FOR VALUE RECEIVED, _______________________________ ("Transferor") hereby
sells, assigns and transfers unto _________________________________
("Transferee") the right to purchase Shares represented by the foregoing
Warrant to the extent of ___________ shares of Common Stock and does hereby
irrevocably constitute and appoint _____________________________, attorney, to
transfer the same on the books of the Company with full power of substitution in
the premises. Transferee agrees to be bound by all of the terms and conditions
of this Warrant (in proportion to its rights under the Warrant vis-a-vis
Transferor or any other transferee of rights under this Warrant) as though it
were a party to the Warrant in the place of Transferor.
Dated: _______________ TRANSFEROR
By: _____________________________________
Name: ___________________________________
Title: __________________________________
Address: ________________________________
________________________________
TRANSFEREE
By: _____________________________________
Name: ___________________________________
Title: __________________________________
Address: ________________________________
________________________________
NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatever, and must be medallion guaranteed by a bank or trust company.
Officers of corporations and those acting in a fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing
Warrant.
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