THIS WARRANT HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND THE RULES AND REGULATIONS
PROMULGATED THEREUNDER, AND, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES
OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS SUCH TERMS ARE DEFINED
IN REGULATION S UNDER THE ACT), FOR A PERIOD OF ONE (1) YEAR AFTER COMPLETION OF
THE OFFERING PURSUANT TO WHICH THIS WARRANT WAS ISSUED (THE "COMPLIANCE
PERIOD"), UNLESS SUCH OFFER OR SALE (I) IS MADE IN AN "OFFSHORE TRANSACTION" AND
(B) NOT TO A "U.S. PERSON" (OTHER THAN A "DISTRIBUTOR") (AS SUCH TERMS ARE
DEFINED IN REGULATION S) OR (II) IS MADE PURSUANT TO REGISTRATION OR AN
APPLICABLE EXEMPTION UNDER THE ACT FROM THE REGISTRATION REQUIREMENTS OF THE
ACT. FOLLOWING THE COMPLIANCE PERIOD, SUCH SECURITIES MAY ONLY BE OFFERED OR
SOLD PURSUANT TO REGISTRATION UNDER OR AN EXEMPTION OF THE ACT.
BY REQUESTING THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
AFTER THE COMPLIANCE PERIOD, THE HOLDER OF THIS CERTIFICATE REPRESENTS, AMONG
OTHER THINGS, THAT IF SUCH TRANSFER IS MADE TO A U.S. PERSON, THAT AT THE TIME
OF SUCH TRANSFER THE HOLDER IS NOT AN "AFFILIATE" OF THE COMPANY (AS SUCH TERM
IS DEFINED IN THE ACT), HAS NOT ENGAGED IN ANY SHORT SALES OR SIMILAR HEDGE
TRANSACTIONS WITH RESPECT TO THE COMPANY'S COMMON STOCK DURING THE COMPLIANCE
PERIOD AND SUCH TRANSFER IS NOT BEING MADE AS PART OF A PLAN OR SCHEME TO EVADE
THE REGISTRATION PROVISIONS OF THE ACT.
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(J) AND 1287(A) OF THE INTERNAL REVENUE CODE OF 1985, AS
AMENDED.
EXERCISABLE ON OR BEFORE
5:00 P.M., NEW YORK TIME, [FIVE (5) YEARS FROM GRANT DATE]
No. XX-XXXX-__ ______ Warrants
U.S. AUTOMOTIVE MANUFACTURING, INC.
WARRANT
This warrant certificate (the "Warrant Certificate") certifies that
___________________________or registered assigns, is the registered holder of
warrants to purchase, at any time from the date of issuance hereof (the "Grant
Date") until 5:00 P.M. New York City time on __________ ___, 20__ (the
"Expiration Date"), up to
________ fully-paid and non-assessable shares, subject to adjustment in
accordance with Article 5 hereof (the "Warrant Shares"), of the common stock
(the "Common Stock"), par value $.001 par value of U.S. Automotive
Manufacturing, Inc., a Delaware corporation with an address at Route 000,
Xxxxxxx Xxxxx, X.X. Box 1426, Tappahonnock, VA 22560 (the "Company"), subject to
the terms and conditions set forth herein. The warrants represented by this
Warrant Certificate and any warrants resulting from a transfer or subdivision of
the warrants represented by this Warrant Certificate shall sometimes hereinafter
be referred to, individually, as a "Warrant" and, collectively, as the
"Warrants."
1. Reference to Offering: The Warrants granted hereby are granted in
conjunction with redemption by the Company of certain principal amount of its 8%
Redeemable Convertible Debentures (the "Debentures") which were outstanding
after the "Maximum Conversion Share Allotment" (as such term is defined in that
Confidential Offshore Offering Memorandum, dated June 22, 1998 (the
"Memorandum")) had been issued by the Company.
2. Exercise Price/Exercise of Warrants. Each Warrant is initially
exercisable to purchase one Warrant Share at an exercise price (the "Exercise
Price") equal to either (i) the greater of: (A) $1.00 per Warrant Share or (B)
115% of the average of the closing bid prices of the Common Stock for the five
(5) trading days immediately preceding the Grant Date or (ii) in the event that
an exercise price under alternative (i) is determined by Nasdaq to be an
issuance below the then current market price within the meaning of NASD Rule
4310(c)(25)(H) (or any successor rule),
-2-
the Exercise Price shall be equal to the closing bid price of the Common Stock
at the date the Debentures were first issued by the Company pursuant to the
Memorandum, subject to adjustment as set forth in Article 6 hereof, payable in
cash or by certified cashiers or bank check to the order of the Company, or any
combination thereof.
2.1. Cashless Exercise. The Holder may, at the Holder's option, exchange,
in whole or in part, the Warrants represented by such Xxxxxx's Warrant
Certificate (a "Warrant Exchange"), into the number of Shares determined in
accordance with this Section 2.1, by surrendering such Warrant Certificate at
the principal office of the Company or at the office of its transfer agent,
accompanied by a notice stating such Xxxxxx's intent to effect such exchange,
the number of Warrants to be so 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 Warrant Shares issuable upon
such Warrant Exchange and, if applicable, a new Warrant Certificate of like
tenor representing the Warrants which were subject to the surrendered Warrant
Certificate and not included in the Warrant Exchange, shall be issued as of the
Exchange Date and delivered to the Holder within five (5) business days
following the Exchange Date. In connection with any Warrant Exchange, the Holder
shall be entitled to subscribe for and acquire (i) the number of Warrant Shares
(rounded to the next highest integer) which would,
-3-
but for the Warrant Exchange, then be issuable pursuant to the provision of
Section 2 above upon the exercise of the Warrants 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 average of the last reported sale
prices of the Common Stock for the last five (5) trading days, in either case as
officially reported by the principal securities exchange on which the Common
Stock is listed or admitted to trading or as reported in the Nasdaq SmallCap
Market, or, if the Common Stock is not listed or admitted to trading on any
national securities exchange or quoted on the Nasdaq SmallCap Market, the
closing bid price as furnished by (i) the National Association of Securities
Dealers, Inc. through Nasdaq or (ii) a similar organization if Nasdaq is no
longer reporting such information.
3. Issuance of Certificates. Upon the exercise of the Warrants, the
issuance of certificates for the Warrant Shares purchased pursuant to such
exercise shall be made forthwith without charge to the Holder thereof including,
without limitation, any tax which may be payable in respect of the issuance
thereof, and such certificates shall (subject to the provisions of Article 4
hereof) be issued in the name of, or in such names as may be directed by, the
Holder thereof; provided, however, that the Company shall not be required to pay
any tax which may be payable in respect of any transfer involved in the issuance
and delivery of any such certificates in a name other than that of the Holder
and
-4-
the Company shall not be required to issue or deliver such certificates unless
or until the person or persons requesting the issuance thereof shall have paid
to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.
The Warrant Certificates and, upon exercise of the Warrants, the
certificates representing the Warrant Shares shall be executed on behalf of the
Company by the manual or facsimile signature of those officers required to sign
such certificates under applicable law.
This Warrant Certificate and, upon exercise of the Warrants, in part or in
whole, certificates representing the Warrant Shares shall bear a legend
substantially similar to the following:
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT
BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO (i) AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT (ii) TO THE EXTENT
APPLICABLE, RULE 144 UNDER THE ACT (OR SIMILAR RULE UNDER SUCH ACT RELATING
TO THE DISPOSITION OF SECURITIES) OR (iii) OTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND APPLICABLE STATE SECURITIES LAWS,
SUPPORTED BY AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY
AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
4. Restriction on Transfer of Warrants. The Holder of this Warrant
Certificate, by its acceptance thereof, covenants and agrees that the Warrants
and the Warrant Shares issuable upon exercise of the Warrants are being acquired
as an investment and not with a view to the distribution thereof and that the
Warrants and the Warrant Shares may not be transferred unless such
-5-
securities are either registered under the Act and any applicable state
securities law or an exemption from such registration is available. The Holder
of this Warrant Certificate acknowledges that the Holder is an "accredited
investor" within the meaning of Regulation D promulgated under the Act who has
been provided with an opportunity to ask questions of representatives of the
Company concerning the Company and that all such questions were answered to the
satisfaction of the Holder. In connection with any purchase of Warrant Shares
the Holder agrees to execute any documents which may be reasonably required by
counsel to the Company to comply with the provisions of the Act and applicable
state securities laws.
5. Registration Rights. The Holders of Warrants shall have, and the Company
shall grant to such Holders, with respect to the Warrant Shares (the
"Registration Securities"), the following:
5.1. Demand Registration. (a) Any "Majority Holder" (as such term is
defined in Section 5.1(b) hereof) shall have the right, upon one (1) occasion
any time after the first anniversary of the Grant Date and prior to the fifth
anniversary thereof, to demand (a "Demand Registration Request") that the
Company, at its own expense, for the benefit of such Holders, and with respect
to the Registrable Securities (i) file with the Securities and Exchange
Commission (the "Commission") within sixty (60) days a registration statement
covering the issuance by the Company of the Warrant Shares, provided, however,
if the Company has had an effective registration statement outstanding within
the three month period prior to the Demand Registration Request, the Company
shall file within ninety (90) days a registration statement
-6-
covering the issuance by the Company of the Warrant Shares and (ii) use its
reasonable efforts to cause such registration statement to be declared effective
under the Act as soon as possible thereafter in order to permit a public
offering and sale of such underlying shares and to keep such registration
statement in effect for a period of six (6) months or until such time as all of
the Warrant Shares have been transferred, whichever is earlier. Notwithstanding
the foregoing, in the event the Company has filed a registration statement
relating to an underwritten public offering of its securities prior to the
exercise of a Demand Registration Request, then the holders agree not to
exercise a Demand Registration Request until the earlier of (i) 90 days from the
date such registration statement is filed or (ii) the effective date of such
registration statement. Also notwithstanding the foregoing, in the event the
Company is engaged in a transaction involving a merger or acquisition which
requires the filing of financial statements with the Commission, then the
holders agree that a Demand Registration Request will not be effective for 75
days following the consummation of such transaction, provided that the Company
gives written notice of such transaction to the holders within five (5) business
days of the Demand Registration Request.
(b) The term "Majority Holder" as used in Section 5.1 hereof shall mean any
holder or any combination of holders of Registrable Securities, if included in
such Holders' Registrable Securities are that aggregate number of shares of
Common Stock (including Warrant Shares already issued and Warrant Shares
issuable pursuant to the exercise of outstanding Warrants) as would
-7-
constitute a majority of the aggregate number of shares of Common Stock
(including Warrant Shares already issued and Warrant Shares issuable pursuant to
the exercise of outstanding Warrants) included in all the Registrable
Securities.
5.2. Piggyback Registration. (a) The Holders of all of the Warrants issued
pursuant to the Memorandum are also entitled (a "Piggyback Registration Right")
to include the Warrant Shares in any registration statement (other than in
connection with a merger or acquisition or on Forms S-4, S-8 or successor forms
or an amendment to an existing registration statement) filed prior to the fifth
anniversary of the Grant Date with the Commission under the Act relating to a
public offering, until a registration statement covering such Warrant Shares is
declared effective by the Commission; provided, however, that in the event the
registration statement relates to an underwritten public offering, the
underwriter may limit the number of Warrant Shares included therein. To exercise
its Piggyback Registration Right, the Holder will give written notice of its
intention to do so by registered mail ("Notice") at least twenty (20) business
days prior to the filing of each such registration statement, to all holders of
the Registrable Securities. Upon the written request of such a holder (a
"Requesting Holder"), made within five business days after receipt of the
Notice, that the Company include any of the Requesting Holder's Registrable
Securities in the proposed Registration Statement, the Company shall, as to each
such Requesting Holder, use its best efforts to effect the registration under
the Act of the Warrant Shares which it has been so requested
-8-
to register, at the Company's sole cost and expense and at no cost or expense to
the Requesting Holders (except as provided in Section 5.4(b) hereof).
(b) Notwithstanding the provisions of this Section 5.2, the Company shall
have the right at any time after it shall have given written notice pursuant to
this Section 5.2 (irrespective of whether any written request for inclusion of
Registrable Securities shall have already been made) to elect not to file any
such proposed registration statement, or to withdraw the same after the filing
but prior to the effective date thereof.
5.3. Indemnification.
(a) The Company shall indemnify and hold harmless the Holder of the Warrant
Shares included in a registration statement pursuant hereto, its directors and
officers, and each other person or entity, if any, who controls Holder within
the meaning of the Act against any losses, claims, damages or liabilities to
which such Holder or any such director or officer may become subject under the
Act or otherwise, insofar as such losses, claims, damages or liabilities caused
by or arising out of any untrue statement of a material fact contained in any
registration statement under which such securities were registered under the
Act, any preliminary prospectus, final prospectus or summary prospectus
contained therein, or any amendment or supplement thereto, or 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, provided that the
Company shall not be liable in any such case to the extent that any
-9-
such loss, claim, damage, liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
such registration statement, any such preliminary prospectus, final prospectus,
summary prospectus, amendment or supplement in reliance upon and in conformity
with written information furnished or required to be furnished to the Company by
such Holder for use in the preparation thereof and provided, further, that the
Company shall not be liable to any person or entity to the extent that any such
loss, claim, damage, liability (or action or proceeding in respect thereof) or
expense arises out of such person's or entity's failure to send or file a copy
of the final prospectus, as the same may be then supplemented or amended, within
the time required by the Act to the person or entity asserting the existence of
an untrue statement or alleged untrue statement or omission or alleged omission
at or prior to the written confirmation of the sale of the Registrable Shares to
such person or entity if such statement or omission was corrected in such final
prospectus or an amendment or supplement thereto; provided, however that the
Holder shall be liable under this paragraph for only that amount of losses,
claims, damgages, and liabilities as does not exceed the proceeds to such Holder
as a result of the sale of Registrable Shares pursuant to such registration,
further provided, however, that the foregoing limit on Holder liability shall
not apply in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon a statement or alleged statement or
omission or alleged omission made in information furnished or required to be
furnished
-10-
to the Company by such Holder for purposes of qualifying for an exemption from
the registration requirements under the Act with respect to the offering of
securities contemplated in the Memorandum.
(b) As a condition to including any of the Warrant Shares in any
registration statement filed pursuant hereto, the Holder of the Warrant Shares,
as a prospective seller of the Warrant Shares hereby agrees to indemnify and
hold harmless (in the same manner and to the same extent as set forth in
subdivision (a) of this Section 5.3) the Company, each director of the Company,
each officer, employee or agent of the Company and each other person or entity,
if any, which controls the Company within the meaning of the Act, with respect
to any statement or alleged statement in, or omission or alleged omission from,
such registration statement, any preliminary prospectus, final prospectus or
summary prospectus contained therein, or any amendment or supplement thereto, if
such statement or alleged statement or omission or alleged omission was made in
reliance upon and in conformity with written information furnished to the
Company by the Holder for use in the preparation of such registration statement,
preliminary prospectus, final prospectus, summary prospectus, amendment or
supplement. Any such indemnity shall remain in full force and effect, regardless
of any investigation made by or on behalf of the Company or any such director,
officer or controlling person and shall survive the transfer of such securities
by Xxxxxx.
-11-
5.4. Miscellaneous.
(a) Notwithstanding anything contained in this Agreement to the contrary,
the Company shall not be obligated to register the Warrant Shares under the Act
or maintain the effectiveness of any registration statement filed pursuant
hereto if it receives an opinion of counsel to the Company that any of the
Warrant Shares may be freely traded without registration under the Act, under
Rule 144 of the Act or otherwise. Nothing contained in this Agreement shall
require the Company to undergo an audit, other than in the ordinary course of
business.
(b) The Company shall pay all costs, fees and expenses (other than
underwriting fees, discounts and nonaccountable expense allowance applicable to
the Registrable Securities and fees and expenses of counsel retained by the
holders of Warrants) in connection with all registration statements filed
pursuant to Sections 5.1 and 5.2 hereof including, without limitation, the
Company's legal and accounting fees, printing expenses, and blue sky fees and
expenses.
6. Adjustments of Exercise Price and Number of Warrant Shares.
6.1. Subdivision and Combination. In case the Company shall at any time
subdivide or combine the outstanding Common Stock, the Exercise Price shall
forthwith be proportionately decreased in the case of subdivision or increased
in the case of combination.
6.2. Adjustment in Number of Warrant Shares. Upon each adjustment of the
Exercise Price pursuant to the provisions of
-12-
this Article 6, the number of Warrant Shares issuable upon the exercise of each
Warrant shall be adjusted to the nearest full share of Common Stock by
multiplying a number equal to the Exercise Price in effect immediately prior to
such adjustment by the number of Warrant Shares issuable upon exercise of the
Warrants immediately prior to such adjustment and dividing the product so
obtained by the adjusted Exercise Price.
6.3. Reclassification, Consolidation, Merger. etc. In case of any
reclassification or change of the outstanding Common shares (other than a change
in par value, or from par value to no par value, or from no par value to par
value, or as a result of a subdivision or combination), or in the case of any
consolidation of the Company with, or merger of the Company into, another
corporation (other than a consolidation or merger in which the Company is the
surviving corporation and which does not result in any reclassification or
change of the outstanding Common Stock, except a change as a result of a
subdivision or combination of such shares or a change in nominal value, as
aforesaid), or in the case of a sale or conveyance to another corporation of the
property of the Company as an entirety, the Holder shall thereafter have the
right to purchase the kind and number of shares of stock and other securities
and property receivable upon such reclassification, change, consolidation,
merger, sale or conveyance as if the Holder were the owner of the Warrant Shares
issuable upon exercise of the Warrants immediately prior to any such events at a
price equal to the product of (x) the number of Warrant Shares issuable upon
exercise of the Warrants and (y) the Exercise Price in effect
-13-
immediately prior to the record date for such reclassification, change,
consolidation, merger, sale or conveyance as if such Holder had exercised the
Warrants.
6.4. Determination of Outstanding Shares. The number of shares of Common
Stock at any one time outstanding shall include the aggregate number of shares
issued or issuable upon the exercise of outstanding options, rights, warrants
and upon the conversion or exchange of outstanding convertible or exchangeable
securities.
6.5 Adjustment to Number of Warrants. In the event that the Exercise Price
of the Warrants is determined pursuant to alternative (ii) under Article 2
hereof, the number of Warrants shall be adjusted so that the ratio of the
adjusted number of Warrants to the Warrants prior to adjustment pursuant to this
Article 6.5 is equal to the ratio of the Exercise Price pursuant to alternative
(ii) under Article 2 hereof to $1.00. (e.g. if the exercise price pursuant to
alternative (ii) under Article 2 is $1.25 then the number of Warrants shall be
increased by 25%).
7. Exchange and Replacement of Warrant Certificates. This Warrant
Certificate is exchangeable without expense, upon the surrender hereof by the
registered Holder at the principal executive office of the Company, for a new
Warrant Certificate of like tenor and date representing in the aggregate the
right to purchase the same number of Warrant Shares in such denominations as
shall be designated by the Holder thereof at the time of such surrender.
-14-
Upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Warrant Certificate, and, in
case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to it, and reimbursement to the Company of all reasonable expenses
incidental thereto, and upon surrender and cancellation of the Warrants, if
mutilated, the Company will make and deliver a new Warrant of like tenor, in
lieu thereof.
8. Elimination of Fractional Interests. The Company shall not be required
to issue certificates representing fractions of Common Shares and shall not be
required to issue scrip or pay cash in lieu of fractional interests, it being
the intent of the parties that all fractional interests shall be eliminated by
rounding any fraction up to the nearest whole number of Common Shares.
9. Reservation of Shares. The Company covenants and agrees that it will at
all times reserve and keep available out of its authorized share capital, solely
for the purpose of issuance upon the exercise of the Warrants, such number of
shares of Common Stock as shall be equal to the number of Warrant Shares
issuable upon the exercise of the Warrants, for issuance upon such exercise, and
that, upon exercise of the Warrants and payment of the Exercise Price therefor,
all Warrant Shares issuable upon such exercise shall be duly and validly issued,
fully paid, nonassessable and not subject to the preemptive rights of any
shareholder.
10. Redemption of Warrants. The Warrants are redeemable by the Company, in
whole or in part, on not less than thirty (30)
-15-
days' prior written notice at a redemption price of $.05 per Warrant at any
time, provided that the closing bid price of the Common Stock on all fifteen
(15) trading days ending on the day on which the Company gives notice of
redemption has been at least 150% of the then effective Exercise Price of the
Warrants and only to the extent that the Warrant Shares are transferable either
pursuant to an effective registration statement or pursuant to Rule 144 of the
Act. The redemption notice shall be mailed to the Holders of the Warrants at the
address of such Holders as shown on the books of the Company. Holders of the
Warrants will have exercise rights until the close of business on the date fixed
for redemption
11. Notices. All notices, requests, consents and other communications
hereunder shall be in writing and shall be deemed to have been duly made when
delivered, or mailed by registered or certified mail, return receipt requested:
(a) If to a registered Holder of the Warrants, to the address of such
Xxxxxx as shown on the books of the Company; or
(b) If to the Company, to the address first set forth in this
Agreement or to such other address as the Company may designate by notice
to the Holders.
12. Successors. All the covenants and provisions of this Agreement by or
for the benefit of the Company and the Holders inure to the benefit of their
respective successors and assigns hereunder.
-16-
13. Governing Law.
13.1. Choice of Law. This Agreement shall be governed as to validity,
interpretation, construction, effect and in all other respects by the laws of
the State of Delaware, without regard to its choice of law provisions.
13.2. Jurisdiction and Venue. The Company and the Holder each (a) agrees
that any legal suit, action or proceeding arising out of or relating to this
Warrant, or any other agreement entered into between the Company and the Holder
pursuant to the Memorandum shall be instituted exclusively in state or Federal
courts located in New York County in the State of New York (the "New York
Courts") to the exclusion of any other jurisdiction or venue; (b) waives any
objection which the Company or such Holder may have now or hereafter may have
based upon jurisdiction, forum non conveniens or to the venue of any such suit,
action or proceeding, and (c) irrevocably consents to the jurisdiction of the
New York Courts in any such suit, action or proceeding.
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed, as of the __ day of ________ 19__.
U.S. AUTOMOTIVE MANUFACTURING, INC.
By: _______________________________
Name:
Title:
-17-
[FORM OF ELECTION TO PURCHASE]
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase ________ Warrant Shares and
herewith tenders in payment for such Warrant Shares cash or a bank or cashier's
check payable to the order of "U.S. Automotive Manufacturing, Inc." in the
amount of $_________, all in accordance with the terms hereof. The undersigned
requests that a certificate for such Warrant Shares be registered in the name of
______________________, whose address is __________________________________, and
that such certificate be delivered to __________________, whose address is
__________________________________________________.
Dated: Signature:
______________________________
(Signature must conform in all
respects to name of holder as
specified on the face of the
Warrant Certificate.)
______________________________
______________________________
(Insert Social Security or Other
Identifying Number of Holder)
[FORM OF ASSIGNMENT]
(To be executed by the registered holder if such holder
desires to transfer the Warrant Certificate.)
FOR VALUE RECEIVED __________________________ hereby sells, assigns and
transfers unto:
________________________________________________________________________________
(Please print name and address of transferee) this Warrant Certificate, together
with all right, title and interest therein, and does hereby irrevocably
constitute and appoint _____________________, Attorney, to transfer the within
Warrant Certificate on the books of the within-named Company, with full power of
substitution.
Dated: Signature:
_________________________________
(Signature must conform in all
respects to name of holder as
specified on the face of the
Warrant Certificate)
_________________________________
_________________________________
(Insert Social Security or Other
Identifying Number of Assignee)
