EXHIBIT 4.4
AMENDED AND RESTATED
TAG-ALONG DRAG-ALONG AGREEMENT
This Amended and Restated Tag-Along Drag-Along Agreement (this
"AGREEMENT") is made and entered into as of September 30, 1999, among
Geokinetics Inc., a Delaware corporation (the "COMPANY"), Blackhawk Investors,
L.L.C., a Delaware limited liability company ("BLACKHAWK"), Xxxxxxx X. Xxxxxxx
("XXXXXXX") and Xxxxxx X. Xxxxxxx ("XXXXXXX") (Blackhawk, Xxxxxxx and Xxxxxxx
being sometimes referred to collectively as the "BLACKHAWK GROUP") and the
Warrant Holders (as defined below), and amends, replaces and restates the
Agreement executed among the parties hereto as of April 30, 1998 (the "ORIGINAL
AGREEMENT").
WHEREAS, as of September 30, 1999 (i) Blackhawk is the record and
beneficial owner of 8,666,667 shares of Common Stock, $0.01 par value per share
("Common Stock"), of the Company, representing approximately 44.7% of the
19,367,156 shares of Common Stock of the Company issued and outstanding and (ii)
Blackhawk is the record and beneficial owner of certain Shadow Warrants that
currently represent the right to acquire up to a maximum of 6,359,990 shares of
Common Stock (subject to adjustment as provided therein), at an exercise price
of $0.20 per share, which Shadow Warrants are presently exercisable for an
aggregate of 5,735,511 shares of Common Stock, with the exercisability of the
remaining Shadow Warrants to acquire up to 624,479 shares of Common Stock
(subject to adjustment) being subject to the satisfaction of conditions that are
not within the control of Blackhawk;
WHEREAS, as of September 30, 1999 (i) Xxxxxxx and Xxxxxxx are the record
and beneficial owners of 333,326 and 333,340 shares of Common Stock,
respectively, each representing approximately 1.7% (and collectively
representing approximately 3.4%), of the 19,367,156 shares of Common Stock of
the Company issued and outstanding and (ii) (A) Xxxxxxx is the record and
beneficial owner of certain (x) warrants to purchase 1,482,512 shares of Common
Stock and (y) Shadow Warrants that currently represent the right to acquire up
to a maximum of 244,610 shares of Common Stock (subject to adjustment as
provided therein), at an exercise price of $0.20 per share, which Shadow
Warrants are presently exercisable for an aggregate of 220,592 shares of Common
Stock, with the exercisability of the remaining Shadow Warrants to acquire up to
24,018 shares of Common Stock (subject to adjustment) being subject to the
satisfaction of conditions that are not within the control of Xxxxxxx and (B)
Xxxxxxx is the record and beneficial owner of certain (x) options to acquire
50,000 shares of Common Stock, (y) warrants to purchase 1,482,512 shares of
Common Stock and (z) Shadow Warrants that currently represent the right to
acquire up to a maximum of 244,619 shares of Common Stock (subject to adjustment
as provided therein), at an exercise price of $0.20 per share, which Shadow
Warrants are presently exercisable for an aggregate of 220,601 shares of Common
Stock, with the exercisability of the remaining Shadow Warrants to acquire up to
24,018 shares of Common Stock (subject to adjustment) being subject to the
satisfaction of conditions that are not within the control of Xxxxxxx;
WHEREAS, pursuant to the transactions contemplated by that certain
Securities Purchase Agreement of even date herewith (the "SECURITIES PURCHASE
AGREEMENT") among the Company and the Warrant Holders, the Company has agreed to
issue warrants entitling the Warrant Holders to purchase up to an aggregate of
50,068,594 shares of Common Stock subject to the terms and conditions set forth
in that certain Amended and Restated Warrant Agreement, of even date herewith
(the RESTATED WARRANT AGREEMENT"), among the Company and the Warrant Holders;
WHEREAS, members of Blackhawk, including Blackhawk Capital Partners,
Xxxxxxx and Xxxxxxx and their affiliates, may acquire warrants to purchase up to
7,750,000 shares of Common Stock pursuant to the Securities Purchase Agreement;
WHEREAS, it is a material inducement and a precondition to the entering
into of the Securities Purchase Agreement and the Restated Warrant Agreement by
the Warrant Holders that the Company and the Blackhawk Group enter into this
Agreement;
NOW, THEREFORE, in consideration of the premises, and the mutual
agreements set forth herein, the parties hereto agree as follows:
Section 1. CERTAIN DEFINITIONS.
(a) Capitalized terms not otherwise defined herein, shall have the
meanings assigned to them in the Restated Warrant Agreement.
(b) As used herein:
"CONTROL DISPOSITION" means a Disposition which would have the
effect of transferring to any transferee or a "group" of persons (as "group" is
defined for purposes of Section 13(d)(3) of the Exchange Act and the rules and
regulations thereunder ("GROUP")) beneficial ownership (as defined in Rule 13d-3
of the Exchange Act) of a number of shares of outstanding Common Stock held by
the Blackhawk Group constituting, in the aggregate, at least 80 percent of the
then outstanding shares of Common Stock held by the Blackhawk Group.
"DISPOSITION" means any direct or indirect transfer,
assignment, sale, gift, pledge, hypothecation or other encumbrance, or any
disposition of Common Stock (or any interest therein or right thereto) or of all
or part of the voting power associated with the Common Stock (or any interest
therein) whatsoever, or any other transfer of beneficial ownership of Common
Stock whether voluntary or involuntary; PROVIDED, that (i) no transfer of the
Warrants or the Warrant Shares issued to Xxxxxxx or Xxxxxxx pursuant to the
Securities Purchase Agreement shall be deemed a Disposition hereunder, (ii) the
transfer of Common Stock by Blackhawk to its members shall not be deemed a
Disposition hereunder, (iii) all public sales properly conducted by the
Blackhawk Group or any of the Warrant Holders pursuant to Rule 144 under the
Securities Act shall not be deemed Dispositions hereunder, (iv) no transfer by
either Blackhawk, Xxxxxxx or Xxxxxxx of less than 10% of their respective
holdings of Common Stock in a single transaction or series of related
transactions shall be deemed a Disposition hereunder, and (v) the participation
by the Blackhawk Group or any of the Warrant Holders in a proposed underwritten
public offering of Common Stock (including the entering into an underwriting
agreement, a custody agreement and other agreements customarily executed by
selling shareholders in connection therewith) or the participation by the
Blackhawk Group or any of the Warrant Holders in any other registration pursuant
to any demand or piggyback registration rights that any of them may have
pursuant to any registration rights or similar agreement with the Company and
the consummation thereof, shall not constitute a Disposition, it being
understood that, if such proposed underwritten public offering is terminated or
abandoned prior to consummation or is not consummated or such other registration
is terminated or abandoned prior to consummation or its not consummated, the
Common Stock, Warrants and Warrant Shares held by
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the parties hereto shall remain subject to this Agreement. The term Disposition
shall include a Control Disposition.
"WARRANT HOLDERS" shall mean each of the persons (including Xxxxxxx
and Xxxxxxx) identified as Warrant Holders on EXHIBIT A hereto, and any other
persons or entities who become parties to this Agreement as "Warrant Holders"
pursuant to the terms of this Agreement, and their respective heirs, legal
representatives, administrators and successors.
Section 2. RESTATEMENT OF ORIGINAL AGREEMENT. The Original Agreement
executed as of April 30, 1998 is hereby terminated pursuant to Section 10
thereof, it being understood and agreed that this Agreement amends, replaces and
restates the Original Agreement.
Section 3. TAG-ALONG DISPOSITIONS. Subject to the provisions of Section
4, if either Blackhawk, Xxxxxxx or Xxxxxxx desires to effect a Disposition (or a
series of related Dispositions to a single transferee or Group) of at least 25%
of the issued and outstanding shares of Common Stock owned by such entity
(excluding the Warrants and Warrant Shares issued to Xxxxxxx and Xxxxxxx
pursuant to the Securities Purchase Agreement) to any transferee or Group (a
"TAG-ALONG DISPOSITION"), such entity or person shall give written notice to the
Warrant Holders describing the material terms of the proposed Tag-Along
Disposition and identifying the contemplated transferee or Group (a "TAG-ALONG
NOTICE"). Each such Warrant Holder may, by written notice to Blackhawk, Xxxxxxx
or Xxxxxxx, as the case may be, delivered within 15 days following the date of
the Tag-Along Notice (each such Warrant Holder delivering such notice being a
"TAG-ALONG WARRANT HOLDER"), elect to participate in the Tag-Along Disposition,
and require, as a condition to the closing of the Tag-Along Disposition, that
the proposed transferee or Group purchase, at the same price per share and on
the same terms and conditions as are described in the Tag-Along Notice, a
portion of the total number of Warrant Shares then held or obtainable by each
Warrant Holder equal to a fraction thereof, the numerator of which is the total
number of shares of Common Stock held by either Blackhawk, Xxxxxxx or Xxxxxxx,
as the case may be, to be transferred in the Tag-Along Disposition and the
denominator of which is the total number of shares of Common Stock then held by
either Blackhawk, Xxxxxxx or Xxxxxxx, as the case may be, (the "TAG-ALONG
SHARES"). If any Warrant Holder receiving the Tag-Along Notice timely elects to
be a Tag-Along Warrant Holder, neither Blackhawk, Xxxxxxx or Xxxxxxx, as the
case may be, shall effect the Tag-Along Disposition described in the Tag-Along
Notice unless the proposed transferee or Group agrees to purchase all of the
Tag- Along Shares of all of the Tag-Along Warrant Holders at the same price and
on the same terms and conditions described in the Tag-Along Notice, except that
to the extent the transferee or Group purchases any Warrant, the Exercise Price
shall be deducted from the price payable for the Warrant. Upon the closing of
the sale of any sale of the Warrant or the Warrant Shares pursuant to this
Section, each Tag-Along Warrant Holder shall deliver at such closing, against
payment of the purchase price therefor, certificates representing the Warrant or
Warrant Shares, as the case may be, to be sold, duly endorsed for transfer or
accompanied by duly endorsed stock powers, and evidence of good title to the
Warrant or Warrant Shares to be sold and the absence of liens, encumbrances and
adverse claims with respect thereto and such other matters as are deemed
necessary by the Company for the proper transfer of such Warrant or Warrant
Shares on the books of the Company.
Section 4. DRAG-ALONG IN CONTROL DISPOSITIONS. If the Blackhawk Group
desires to effect a Control Disposition, then, in lieu of complying with the
requirements of Section 3, the Blackhawk Group at its option (the "DRAG-ALONG
OPTION"), shall have the right to require all of the Warrant
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Holders to sell the same percentage of such holder's Warrant and/or the Warrant
Shares as the shares being disposed by the Blackhawk Group to such transferee or
Group selected by the Blackhawk Group at the same price and on the same terms
and conditions as apply to the shares of Common Stock sold by the Blackhawk
Group in the Control Disposition, except that to the extent the transferee or
Group purchases any Warrant, the Exercise Price shall be deducted from the price
payable for the Warrant. Upon the closing of the sale of any Warrant or Warrant
Shares pursuant to this paragraph, each Warrant Holder shall deliver at such
closing, against payment of the purchase price therefor, certificates
representing the Warrant or Warrant Shares, as the case may be, to be sold, duly
endorsed for transfer or accompanied by duly endorsed stock powers, and evidence
of good title to the shares to be sold and the absence of liens, encumbrances
and adverse claims with respect thereto and such other matters as are deemed
necessary by the Company for the proper transfer of such Warrants or Warrant
Shares on the books of the Company provided that in connection with any such
transaction (x) each Warrant Holder shall not be required to make any
representations or warranties except those relating to (i) its own due
organization and execution and delivery of the relevant agreement, (ii) the
enforceability of the relevant agreement against it and absence of conflicts
with agreements and laws applicable to it and (iii) its ownership of securities
being sold by it and (y) the Warrant Holders shall not be required to provide
any post-closing indemnities except as provided in clause (z) below and (z) in
the event that a portion of the purchase price is placed in escrow to support
purchase price adjustment obligations post-closing (including indemnification
for breaches of representations or warranties relating to the Company and its
subsidiaries), the Warrant Holders will have a pro rata portion of their
purchase price placed in such escrow to be utilized to pay any such
indemnification obligations.
Section 5. LEGEND ON CERTIFICATES. The Company will cause to appear on
all certificates representing the Warrant or the Warrant Shares a conspicuous
legend in such form as the Company's Board of Directors may determine, stating
that such securities are subject to an agreement which restricts the
transferability thereof and otherwise circumscribes the rights which may be
exercised by the holder thereof.
Section 6. SPECIFIC ENFORCEMENT. In view of the inadequacy of money
damages, if either the Blackhawk Group or any Warrant Holder (a "BREACHING
PARTY") or other person shall fail to comply with the provisions of Section 3 or
4 hereof, the Company and the other non-breaching parties shall be entitled, to
the extent permitted by applicable law, to injunctive relief in the case of the
violation, or attempted or threatened violation, by a Breaching Party or other
person of any of the provisions of such Sections, or to a decree compelling
specific performance by a Breaching Party or other person of any such
provisions, or to any other remedy legally allowed to them.
Section 7. VOID TRANSFERS. If the Warrant, the Warrant Shares or any
shares of Common Stock subject to the terms of this Agreement shall be
transferred in a Disposition in violation of the terms and conditions of this
Agreement, such Disposition shall be void. In addition to, and without prejudice
to, any and all other rights or remedies which may be available to the parties
hereto, the Blackhawk Group and each of the Warrant Holders agree that the
Company may, but shall have no obligation to, hold and refuse to recognize a
Disposition of any such securities (or any certificate therefor) tendered to it
for transfer if the Disposition violates the provisions of this Agreement.
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Section 8. NOTICES. All notices, offers, requests, consents and
communications required or permitted to be given or made under this Agreement
shall be given or made in writing and shall be deemed to have been duly given or
made when sent by mail, postage prepaid,
a. if to the Company, 0000 Xxxxxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx
00000, Attention: Chief Financial Officer; and
b. if to Blackhawk or Xxxxxxx, c/x Xxxxxxxx Xxxxxxxx Xxxxx &
Xxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, Attention: Xxxxxxx X.
Xxxxxxx; and
c. if to Xxxxxxx, 0000 Xxxxx Xxxx Xxxx., Xxxxxxx, Xxxxx 00000;
and
d. if to any Warrant Holder, to the address as last shown on the
stock record books of the Company.
Any such notice shall be effective and deemed received three days after
proper deposit in the mails, but actual notice shall be effective however and
whenever received. The Company, Blackhawk, Xxxxxxx, Xxxxxxx or any Warrant
Holder may effect a change of address for purposes of this Agreement by giving
notice of such change to the other parties, with specific reference to this
Section.
Section 9. AMENDMENT, SEVERABILITY, SUBSEQUENT PARTIES.
a. Except as expressly provided herein, neither this Agreement
nor any term hereof may be amended, waived, discharged or terminated other than
by a written instrument signed by the Company, the Blackhawk Group and a
majority of the holders of Warrant Shares issued or issuable upon exercise of
the Warrants. In the event that any provisions hereof are held to be invalid,
illegal or against public policy, the remaining provisions hereof shall not be
affected thereby. In such event, the parties hereto shall negotiate in good
faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible with respect to those provisions which were held
to be invalid, illegal or against public policy.
b. Notwithstanding anything herein to the contrary, the parties
hereto agree that this Agreement shall be amended to include any person or
entity that acquires a Warrant or Warrant Shares or otherwise becomes entitled
to purchase the Warrant Shares of the Company pursuant to the Warrant Agreement.
In such instance, such persons or entities, the Blackhawk Group and the Company
shall execute an Adoption Agreement in the form of EXHIBIT B hereto adding such
persons or entities. Each Warrant Holder hereby constitutes and appoints
Blackhawk as such Warrant Holder's agent and attorney-in-fact with full power
and authority, in the name, place and stead of such Warrant Holder to execute
such Adoption Agreement on behalf of such Warrant Holder to evidence such
Warrant Holder's approval of such additional parties to this Agreement. The
foregoing power of attorney is hereby declared to be irrevocable and a power
coupled with an interest. Upon execution by the Company, the Blackhawk Group and
the additional party of such Adoption Agreement, the additional party shall be
considered a Warrant Holder hereunder, and the Warrant and the Warrant Shares
acquired by such additional party shall be deemed to be subject to the terms of
this Agreement, and legended accordingly, for all purposes of this Agreement.
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Section 10. AGREEMENTS BY COMPANY. The Company, insofar as is proper or
required, consents to this Agreement. It shall not issue, transfer or reissue
any of its shares of stock, warrants or other securities in violation of this
Agreement or without requiring proof of compliance with this Agreement.
Section 11. EFFECTIVENESS; TERMINATION. This Agreement shall become
effective at such time as it is executed by the Company, the Blackhawk Group
and, with respect to a Warrant Holder, by such Warrant Holder. Except as
otherwise provided herein, this Agreement shall terminate upon the earlier to
occur of (i) the dissolution of the Company; (ii) the written approval of the
Company, the Blackhawk Group and a majority of the holders of Warrant Shares
issued or issuable upon exercise of the Warrants; (iii) the date on which the
Warrant Holders, in the aggregate, hold less than 25% of the number of Warrant
Shares originally purchasable under the Restated Warrant Agreement; (iv) the
date on which the Blackhawk Group no longer owns any shares of Common Stock,
whether pursuant to a Disposition or otherwise pursuant to one or more
transactions that do not constitute Dispositions hereunder; (v) the first date
on which the Common Stock is traded on the NASDAQ system or any nationally
registered securities exchange, or (vi) 5:00 P.M. New York City time on the
Expiration Date. Any Warrant Holder who disposes of all of its Warrant or
Warrant Shares in conformity with the terms of this Agreement shall cease to be
a party to this Agreement and shall have no further rights hereunder.
Section 12. CONSTRUCTION. Each party to this Agreement has had the
opportunity to review this Agreement with legal counsel. This Agreement shall
not be construed or interpreted against any party on the basis that such party
drafted or authored a particular provision, parts of or the entirety of this
Agreement.
Section 13. MISCELLANEOUS. This Agreement (a) constitutes the entire
agreement and supersedes all prior agreements and understandings, both written
and oral, among the parties with respect to the subject matter hereof, (b) may
be executed in several counterparts, each of which shall be deemed an original,
and all of which shall constitute one and the same instrument, (c) shall inure
to the benefit of and be binding upon, the successors, assigns, legatees,
distributees, legal representatives and heirs of each party and is not intended
to confer upon any person, other than the parties and their permitted successors
and assigns, any rights or remedies hereunder, and (d) SHALL BE GOVERNED IN ALL
RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE
STATE OF DELAWARE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. The captions
in this Agreement are for convenience of reference only and shall not affect its
interpretation in any respect.
Section 14. SPOUSAL CONSENT. The spouses, if applicable, of the Warrant
Holders fully consent and agree to the provisions of this Agreement and its
binding effect upon any community property interest, if any, they may now or
hereafter own. The spouses hereby acknowledge the fairness of this Agreement and
that it is in such spouse's best interests to bind such spouse's community
interest, if any, in the Warrant and the Warrant Shares, to the terms of this
Agreement.
[SIGNATURES APPEAR ON THE FOLLOWING THREE PAGES]
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IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of
the day and year first above written.
COMPANY:
GEOKINETICS INC.
By: /s/ XXXXXX X. XXXXXXXXX
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
BLACKHAWK GROUP:
BLACKHAWK INVESTORS, L.L.C.
By: Blackhawk Capital Partners,
its Managing Member
By: /s/ XXXXXXX X. XXXXXXX
Xxxxxxx X. Xxxxxxx, General Partner
/s/ XXXXXXX X. XXXXXXX
Xxxxxxx X. Xxxxxxx, Individually
/s/ XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx, Individually
WARRANT HOLDERS:
DLJ INVESTMENT PARTNERS, L.P.
By: /s/
Name:
Title:
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DLJ INVESTMENT FUNDING, INC.
By: /s/
Name:
Title:
DLJ ESC II, L.P.
By: DLJ LBO PLANS Management Corporation,
its General Partner
By: /s/
Name:
Title:
SPINDRIFT PARTNERS, L.P.
BY: Wellington Management Company, LLP,
its Investment Advisor
By: /s/ XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
SPINDRIFT INVESTORS (BERMUDA) L.P.
BY: Wellington Management Company, LLP,
its Investment Advisor
By: /s/ XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
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CHASE EQUITY ASSOCIATES, L.P.
By: Chase Capital Partners, its General
Partner
By: /s/
Name:
Title:
MHR CAPITAL PARTNERS, LP
BY: MHR Advisors LLC, General Partner
By: /s/
Name:
Title:
WHITTIER VENTURES, L.L.C.
By: /s/ XXXXX X. XXXX
Name: Xxxxx X. Xxxx
Title: President
/s/ XXXX X. XXXX, XX.
XXXX X. XXXX, XX. (individually)
_____________________________________
(spouse, if applicable)
SOMERSET CAPITAL PARTNERS
By: /s/ XXXXXXX X. XXXXXXX
Name: Xxxxxxx X. Xxxxxxx
Title: Partner
/s/ XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx, Individually
/s/ XXXXXXX X. XXXXXXX
Xxxxxxx X. Xxxxxxx, Individually
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EXHIBIT A
List of Warrant Holders
DLJ Investment Partners, L.P.
DLJ Investment Funding, Inc.
DLJ ESC II, L.P.
Spindrift Partners, L.P.
Spindrift Investors (Bermuda) X.X.
Xxxxx Equity Associates, L.P.
MHR Capital Partners XX
Xxxxxxxx Ventures, L.L.C.
Xxxx X. Xxxx, Xx.
Somerset Capital Partners
Xxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
EXHIBIT B
Adoption Agreement
This Adoption Agreement ("ADOPTION") is executed pursuant to the terms of
that certain Amended and Restated Tag-Along Drag-Along Agreement dated as of
September __, 1999 ("TAG-DRAG AGREEMENT"), by and among Geokinetics Inc., a
Delaware corporation, Blackhawk Investors, L.L.C., a Delaware limited liability
company ("BLACKHAWK"), and the Warrant Holders (as defined therein) (the
"WARRANT HOLDERS"). By the execution of this Adoption Agreement, the undersigned
agrees as follows:
1. ACKNOWLEDGMENT. The undersigned acknowledges that it is acquiring
certain Warrants to purchase shares of the Common Stock, par value $0.01, of the
Company and/or Warrant Shares, subject to the terms and conditions of the
Tag-Drag Agreement.
2. AGREEMENT. The undersigned (i) agrees that the Warrant Shares and the
Warrants to purchase the shares of the Common Stock of the Company acquired by
it shall be bound by and subject to the terms of the Tag-Drag Agreement, and
(ii) hereby adopts the Tag-Drag Agreement with the same force and effect as if
it were originally a party thereto and named as a Warrant Holder therein.
3. NOTICE. Any notice required as permitted by the Tag-Drag Agreement
shall be given to the undersigned at the address listed beside the undersigned's
signature below.
4. JOINDER. The spouse of the undersigned, if applicable, executes this
Adoption Agreement to acknowledge its fairness and that it is in such spouse's
best interests to bind such spouse's community interest, if any, in the Warrant
and/or the Warrant Shares, to the terms of the Tag-Drag Agreement.
EXECUTED and DATED as of ______________, 19___.
PURCHASER OR TRANSFEREE:
By:_____________________________________
Name:___________________________________
Address:________________________________
SPOUSE (IF APPLICABLE):
By:_____________________________________
Name:___________________________________
Address:________________________________
Agreed to on behalf of the Company, Blackhawk, Xxxxxxx, Xxxxxxx and all
Warrant Holders pursuant to Section 9b. of the Tag-Drag Agreement.
GEOKINETICS INC.
By:______________________________
_________________________________
Xxxxxxx X. Xxxxxxx (individually)
_________________________________
Xxxxxx X. Xxxxxxx (individually)
BLACKHAWK INVESTORS, L.L.C.
(for itself-and as Attorney-in-Fact for the
Warrant Holders)
By:__________________________________
Name:________________________________
Title:_______________________________
