Contract
THIS
WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE
SET
FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT, DATED AS OF AUGUST 31,
2004,
NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER
SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY
FOR
OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT
REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH
ACT.
Right
to
Purchase _________ Shares of Common Stock, par value $.001 per share
CLASS
A WARRANT
THIS
CERTIFIES THAT,
for
value received, ___________________________, a ___________________, or its
registered assigns (the “Holder”)
is
entitled to purchase from Tactical Air Defense Services, Inc., a Nevada
corporation (the “Company"),
at
any time or from time to time during the period specified in Paragraph 2 hereof,
___________________________________ (_______) fully paid and nonassessable
shares of the Company's Common Stock, par value $.001 per share (the
“Common
Stock”),
at an
exercise price per share equal to $1.00 (the “Initial
Exercise Price”).
The
term “Warrant
Shares,”
as
used herein, refers to the shares of Common Stock purchasable hereunder. The
Warrant Shares and the Initial Exercise Price are subject to adjustment as
provided in Paragraph 4 hereof. The term “Warrants”
means
this Warrant issued as of March 2, 2007 pursuant to that certain Unit Purchase
Agreement by and among the Company and the Holder (the “Unit
Purchase Agreement”).
Each
capitalized term used herein, and not otherwise defined, shall have the meaning
ascribed thereto in the Purchase Agreement.
This
Warrant is subject to the following terms, provisions, and
conditions:
1. Manner
of Exercise; Issuance of Certificates; Payment for
Shares.
Subject
to the provisions hereof, this Warrant may be exercised by the Holder hereof,
in
whole or in part, by the surrender of this Warrant, together with a completed
exercise agreement in the form attached hereto (the “Exercise
Agreement”),
to
the Transfer Agent during normal business hours on any business day at the
Transfer Agent's principal executive offices (or such other office or agency
of
the Transfer Agent as it may designate by notice to the Holder hereof), and
upon
the payment to the Company in cash, by certified or official bank check or
by
wire transfer for the account of the Company of the Exercise Price for the
Warrant Shares specified in the Exercise Agreement; provided,
however,
so long
as there is an effective Registration Statement for the resale of the Warrant
Shares the Holder shall exercise this Warrant pursuant to Section 1 hereof.
The
Warrant Shares so purchased shall be deemed to be issued to the Holder hereof
or
such Holder's designee, as the record owner of such shares, as of the close
of
business on the date on which this Warrant shall have been surrendered, the
completed Exercise Agreement shall have been delivered, and payment shall have
been made for such shares as set forth above. Certificates for the Warrant
Shares so purchased, representing the aggregate number of shares specified
in
the Exercise Agreement, shall be delivered by the Transfer Agent to the Holder
hereof within a reasonable time, not exceeding three (3) business days, after
this Warrant shall have been so exercised. The certificates so delivered shall
be in such denominations as may be requested by the Holder hereof and shall
be
registered in the name of such Holder or such other name as shall be designated
by such Holder. If this Warrant shall have been exercised only in part, then,
unless this Warrant has expired, the Transfer Agent shall, at Company's expense,
at the time of delivery of such certificates, deliver to the Holder a new
Warrant representing the number of shares with respect to which this Warrant
shall not then have been exercised.
1
Notwithstanding
anything in this Warrant to the contrary, in no event shall the Holder of this
Warrant be entitled to exercise a number of Warrants (or portions thereof)
in
excess of the number of Warrants (or portions thereof) upon exercise of which
the sum of (i) the number of shares of Common Stock beneficially owned by the
Holder and its affiliates (other than shares of Common Stock which may be deemed
beneficially owned through the ownership of the unexercised Warrants and the
unexercised or unconverted portion of any other securities of the Company)
and
(ii) the number of shares of Common Stock issuable upon exercise of the Warrants
(or portions thereof) with respect to which the determination described herein
is being made, would result in beneficial ownership by the Holder and its
affiliates of more than 4.99% of the outstanding shares of Common Stock. For
purposes of the immediately preceding sentence, beneficial ownership shall
be
determined in accordance with Section 13(d) of the Securities Exchange Act
of
1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided
in clause (i) of the preceding sentence. Notwithstanding anything to the
contrary contained herein, the limitation on exercise of this Warrant set forth
herein may not be amended without the written consent of the Holder hereof
and
the Company.
2. Period
of Exercise.
This
Warrant is exercisable at any time or from time to time
on
or after the date on which this Warrant is issued and delivered pursuant to
the
terms of the Purchase Agreement and before 5:00 p.m., New York City time on
March 2, 2008 (the “Exercise
Period”).
3. Certain
Agreements of the Company.
The
Company hereby covenants and agrees
as
follows:
(a) Shares
to be Fully Paid.
All
Warrant Shares will, upon issuance in accordance with the terms of this Warrant,
be validly issued, fully paid, and nonassessable and free from all taxes, liens,
and charges with respect to the issue thereof.
(b) Reservation
of Shares.
During
the Exercise Period, the Company shall at all times have authorized, and
reserved for the purpose of issuance upon exercise of this Warrant, a sufficient
number of shares of Common Stock to provide for the exercise of this
Warrant.
2
(c) Certain
Actions Prohibited.
The
Company will not, by amendment of its charter or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities, or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed by it hereunder,
but will at all times in good faith assist in the carrying out of all the
provisions of this Warrant and in the taking of all such action as may
reasonably be requested by the Holder of this Warrant in order to protect the
exercise privilege of the Holder of this Warrant against impairment, consistent
with the tenor and purpose of this Warrant. Without limiting the generality
of
the foregoing, the Company (i) will not increase the par value of any shares
of
Common Stock receivable upon the exercise of this Warrant above the Exercise
Price then in effect, and (ii) will take all such actions as may be necessary
or
appropriate in order that the Company may validly and legally issue fully paid
and nonassessable shares of Common Stock upon the exercise of this
Warrant.
(d) Successors
and Assigns.
This
Warrant will be binding upon any entity succeeding to the Company by merger,
consolidation, or acquisition of all or substantially all the Company's
assets.
4. Antidilution
Provisions.
During
the Exercise Period, the Initial Exercise Price, (in this section, the
“Exercise
Price”)
and
the number of Warrant Shares shall be subject to adjustment from time to time
as
provided in this Paragraph 4.
In
the
event that any adjustment of the Exercise Price as required herein results
in a
fraction of a cent, such Exercise Price shall be rounded up to the nearest
cent.
(a) Subdivision
or Combination of Common Stock.
If the
Company at any time subdivides (by any stock split, stock dividend,
recapitalization, reorganization, reclassification or otherwise) the shares
of
Common Stock acquirable hereunder into a greater number of shares, then, after
the date of record for effecting such subdivision, the Exercise Price in effect
immediately prior to such subdivision will be proportionately reduced. If the
Company at any time combines (by reverse stock split, recapitalization,
reorganization, reclassification or otherwise) the shares of Common Stock
acquirable hereunder into a smaller number of shares, then, after the date
of
record for effecting such combination, the Exercise Price in effect immediately
prior to such combination will be proportionately increased.
(b) Adjustment
in Number of Shares.
Upon
each adjustment of the Exercise Price pursuant to the provisions of this
Paragraph 4, the number of shares of Common Stock issuable upon exercise of
this
Warrant shall be adjusted by multiplying a number equal to the Exercise Price
in
effect immediately prior to such adjustment by the number of shares of Common
Stock issuable upon exercise of this Warrant immediately prior to such
adjustment and dividing the product so obtained by the adjusted Exercise
Price.
(c) Consolidation,
Merger or Sale.
In case
of any consolidation of the Company with, or merger of the Company into any
other corporation, or in case of any sale or conveyance of all or substantially
all of the assets of the Company other than in connection with a plan of
complete liquidation of the Company, then as a condition of such consolidation,
merger or sale or conveyance, adequate provision will be made whereby the Holder
of this Warrant will have the right to acquire and receive upon exercise of
this
Warrant in lieu of the shares of Common Stock immediately theretofore acquirable
upon the exercise of this Warrant, such shares of stock, securities or assets
as
may be issued or payable with respect to or in exchange for the number of shares
of Common Stock immediately theretofore acquirable and receivable upon exercise
of this Warrant had such consolidation, merger or sale or conveyance not taken
place if all shareholders of record of the Company's Common Stock, as a result
of such consolidation, merger or sale or conveyance, will exchange their shares
for securities of any other corporation. In any such case, the Company will
make
appropriate provision to insure that the provisions of this Paragraph 4 hereof
will thereafter be applicable as nearly as may be in relation to any shares
of
stock or securities thereafter deliverable upon the exercise of this Warrant.
The Company will not effect any consolidation, merger or sale or conveyance
unless prior to the consummation thereof, the successor corporation (if other
than the Company) assumes by written instrument the obligations under this
Paragraph 4 and the obligations to deliver to the Holder of this Warrant such
shares of stock, securities or assets as, in accordance with the foregoing
provisions, the Holder may be entitled to acquire.
3
(d) Distribution
of Assets.
In case
the Company shall declare or make any distribution of its assets (including
cash) to holders of Common Stock as a partial liquidating dividend, by way
of
return of capital or otherwise, then, after the date of record for determining
stockholders entitled to such distribution, but prior to the date of
distribution, the Holder of this Warrant shall be entitled upon exercise of
this
Warrant for the purchase of any or all of the shares of Common Stock subject
hereto, to receive the amount of such assets which would have been payable
to
the Holder had such Holder been the holder of such shares of Common Stock on
the
record date for the determination of stockholders entitled to such
distribution.
(e) Notice
of Adjustment.
Upon the
occurrence of any event which requires any adjustment of the Exercise Price,
then, and in each such case, the Company shall give notice thereof to the Holder
of this Warrant, which notice shall state the Exercise Price resulting from
such
adjustment and the increase or decrease in the number of Warrant Shares
purchasable at such price upon exercise, setting forth in reasonable detail
the
method of calculation and the facts upon which such calculation is based. Such
calculation shall be certified by the principal financial officer of the
Company.
(f) Minimum
Adjustment of Exercise Price.
No
adjustment of the Exercise Price shall be made in an amount of less than 1%
of
the Exercise Price in effect at the time such adjustment is otherwise required
to be made, but any such lesser adjustment shall be carried forward and shall
be
made at the time and together with the next subsequent adjustment which,
together with any adjustments so carried forward, shall amount to not less
than
1% of such Exercise Price.
(g) No
Fractional Shares.
No
fractional shares of Common Stock are to be issued upon the exercise of this
Warrant, but the Company shall pay a cash adjustment in respect of any
fractional share which would otherwise be issuable in an amount equal to the
same fraction of the Market Price of a share of Common Stock on the date of
such
exercise.
4
(h) Other
Notices.
In case
at any time:
(i) the
Company shall declare any dividend upon the Common Stock payable in shares
of
stock of any class or make any other distribution (including dividends or
distributions payable in cash out of retained earnings) to the holders of the
Common Stock;
(ii) the
Company shall offer for subscription pro rata to the holders of the Common
Stock
any additional shares of stock of any class or other rights;
(iii) there
shall be any capital reorganization of the Company, or reclassification of
the
Common Stock, or consolidation or merger of the Company with or into, or sale
of
all or substantially all its assets to, another corporation or entity;
or
(iv) there
shall be a voluntary or involuntary dissolution, liquidation or winding-up
of
the Company;
then,
in
each such case, the Company shall give to the Holder of this Warrant (a) notice
of the date on which the books of the Company shall close or a record shall
be
taken for determining the holders of Common Stock entitled to receive any such
dividend, distribution, or subscription rights or for determining the holders
of
Common Stock entitled to vote in respect of any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding-up and (b) in the case of any such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding-up, notice
of
the date (or, if not then known, a reasonable approximation thereof by the
Company) when the same shall take place. Such notice shall also specify the
date
on which the holders of Common Stock shall be entitled to receive such dividend,
distribution, or subscription rights or to exchange their Common Stock for
stock
or other securities or property deliverable upon such reorganization,
re-classification, consolidation, merger, sale, dissolution, liquidation, or
winding-up, as the case may be. Such notice shall be given at least 30 days
prior to the record date or the date on which the Company's books are closed
in
respect thereto. Failure to give any such notice or any defect therein shall
not
affect the validity of the proceedings referred to in clauses (i), (ii), (iii)
and (iv) above.
(i) Certain
Events.
If any
event occurs of the type contemplated by the adjustment provisions of this
Paragraph 4 but not expressly provided for by such provisions, the Company
will
give notice of such event as provided in Paragraph 4(e) hereof, and the
Company's Board of Directors will make an appropriate adjustment in the Exercise
Price and the number of shares of Common Stock acquirable upon exercise of
this
Warrant so that the rights of the Holder shall be neither enhanced nor
diminished by such event.
(j) Certain
Definitions.
5
(i) “Market
Price,”
as of
any date, (i) means the average of the last reported sale prices for the shares
of Common Stock on the Over-the-Counter Bulletin Board (the “OTC
BB”)
for
the five (5) Trading Days immediately preceding such date as reported by
Bloomberg, or (ii) if the OTC BB is not the principal trading market for the
shares of Common Stock, the average of the last reported sale prices on the
principal trading market for the Common Stock during the same period as reported
by Bloomberg, or (iii) if market value cannot be calculated as of such date
on
any of the foregoing bases, the Market Price shall be the fair market value
as
reasonably determined in good faith by (a) the Board of Directors of the
Corporation or, at the option of a majority-in-interest of the Holders of the
outstanding Warrants by (b) an independent investment bank of nationally
recognized standing in the valuation of businesses similar to the business
of
the corporation. The manner of determining the Market Price of the Common Stock
set forth in the foregoing definition shall apply with respect to any other
security in respect of which a determination as to market value must be made
hereunder.
(ii) "Common
Stock,"
for
purposes of this Paragraph 4, includes the Common Stock, par value $.001 per
share, and any additional class of stock of the Company having no preference
as
to dividends or distributions on liquidation, provided that the shares
purchasable pursuant to this Warrant shall include only shares of Common Stock,
par value $.001 per share, in respect of which this Warrant is exercisable,
or
shares resulting from any subdivision or combination of such Common Stock,
or in
the case of any reorganization, reclassification, consolidation, merger, or
sale
of the character referred to in Paragraph 4(c) hereof, the stock or other
securities or property provided for in such Paragraph.
5. Issue
Tax.
The
issuance of certificates for Warrant Shares upon the exercise of this Warrant
shall be made without charge to the Holder of this Warrant or such shares for
any issuance tax or other costs in respect thereof, provided 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 certificate in a name
other than the Holder of this Warrant.
6. No
Rights or Liabilities as a Shareholder.
This
Warrant shall not entitle the Holder hereof to any voting rights or other rights
as a shareholder of the Company. No provision of this Warrant, in the absence
of
affirmative action by the Holder hereof to purchase Warrant Shares, and no
mere
enumeration herein of the rights or privileges of the Holder hereof, shall
give
rise to any liability of such Holder for the Exercise Price or as a shareholder
of the Company, whether such liability is asserted by the Company or by
creditors of the Company.
7. Transfer,
Exchange, and Replacement of Warrant.
(a) Restriction
on Transfer.
This
Warrant and the rights granted to the Holder hereof are transferable, in whole
or in part, upon surrender of this Warrant, together with a properly executed
assignment in the form attached hereto, at the office or agency of the Company
referred to in Paragraph 7(e) below, provided, however, that any transfer or
assignment shall be subject to the conditions set forth in Paragraph 7(f) hereof
and to the applicable provisions of the Purchase Agreement. Until due
presentment for registration of transfer on the books of the Company, the
Company may treat the registered Holder hereof as the owner and Holder hereof
for all purposes, and the Company shall not be affected by any notice to the
contrary.
6
(b) Warrant
Exchangeable for Different Denominations.
This
Warrant is exchangeable, upon the surrender hereof by the Holder hereof at
the
office or agency of the Company referred to in Paragraph 7(e) below, for new
Warrants of like tenor representing in the aggregate the right to purchase
the
number of shares of Common Stock which may be purchased hereunder, each of
such
new Warrants to represent the right to purchase such number of shares as shall
be designated by the Holder hereof at the time of such surrender.
(c) Replacement
of Warrant.
Upon
receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction, or mutilation of this Warrant and, in the case of any such loss,
theft, or destruction, upon delivery of an indemnity agreement reasonably
satisfactory in form and amount to the Company, or, in the case of any such
mutilation, upon surrender and cancellation of this Warrant, the Company, at
its
expense, will execute and deliver, in lieu thereof, a new Warrant of like
tenor.
(d) Cancellation;
Payment of Expenses.
Upon the
surrender of this Warrant in connection with any transfer, exchange, or
replacement as provided in this Paragraph 7, this Warrant shall be promptly
canceled by the Company. The Company shall pay all taxes (other than securities
transfer taxes) and all other expenses (other than legal expenses, if any,
incurred by the holder or transferees) and charges payable in connection with
the preparation, execution, and delivery of Warrants pursuant to this Paragraph
7.
(e) Register.
The
Company shall maintain, at its principal executive offices (or such other office
or agency of the Company as it may designate by notice to the Holder hereof),
a
register for this Warrant, in which the Company shall record the name and
address of the person in whose name this Warrant has been issued, as well as
the
name and address of each transferee and each prior owner of this
Warrant.
(f) Exercise
or Transfer Without Registration.
If, at
the time of the surrender of this Warrant in connection with any exercise,
transfer, or exchange of this Warrant, this Warrant (or, in the case of any
exercise, the Warrant Shares issuable hereunder), shall not be registered under
the Securities Act of 1933, as amended (the “Securities
Act”)
and
under applicable state securities or blue sky laws, the Company may require,
as
a condition of allowing such exercise, transfer, or exchange, (i) that the
Holder or transferee of this Warrant, as the case may be, furnish to the Company
a written opinion of counsel, which opinion and counsel are acceptable to the
Company, to the effect that such exercise, transfer, or exchange may be made
without registration under said Act and under applicable state securities or
blue sky laws, (ii) that the Holder or transferee execute and deliver to the
Company an investment letter in form and substance acceptable to the Company
and
(iii) that the transferee be an “accredited investor” as defined in Rule 501(a)
promulgated under the Securities Act; provided that no such opinion, letter
or
status as an “accredited investor” shall be required in connection with a
transfer pursuant to Rule 144 under the Securities Act. The first Holder of
this
Warrant, by taking and holding the same, represents to the Company that such
Holder is acquiring this Warrant for investment and not with a view to the
distribution thereof.
7
8. Notices.
All
notices, requests, and other communications required or permitted to be given
or
delivered hereunder to the Holder of this Warrant shall be in writing, and
shall
be personally delivered, or shall be sent by certified or registered mail or
by
recognized overnight mail courier, postage prepaid and addressed, to such Holder
at the address shown for such Holder on the books of the Company, or at such
other address as shall have been furnished to the Company by notice from such
Holder. All notices, requests, and other communications required or permitted
to
be given or delivered hereunder to the Company shall be in writing, and shall
be
personally delivered, or shall be sent by certified or registered mail or by
recognized overnight mail courier, postage prepaid and addressed, to the office
of the Company at 0000
Xxxxxxx Xxxxx, Xxxxxxx Xxxxx 00000,
Attention: Chief Executive Officer, or at such other address as shall have
been
furnished to the Holder of this Warrant by notice from the Company. Any such
notice, request, or other communication may be sent by facsimile, but shall
in
such case be subsequently confirmed by a writing personally delivered or sent
by
certified or registered mail or by recognized overnight mail courier as provided
above. All notices, requests, and other communications shall be deemed to have
been given either at the time of the receipt thereof by the person entitled
to
receive such notice at the address of such person for purposes of this Paragraph
8, or, if mailed by registered or certified mail or with a recognized overnight
mail courier upon deposit with the United States Post Office or such overnight
mail courier, if postage is prepaid and the mailing is properly addressed,
as
the case may be.
9. Governing
Law.
THIS
WARRANT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS
OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
ENTIRELY WITH SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.
THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED
STATES FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK WITH RESPECT TO ANY DISPUTE
ARISING UNDER THIS WARRANT, THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY
WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT
OR
PROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A PARTY
MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE
OF
PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN SHALL
AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY
LAW. BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT
OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE PARTY WHICH DOES NOT
PREVAIL IN ANY DISPUTE ARISING UNDER THIS WARRANT SHALL BE RESPONSIBLE FOR
ALL
FEES AND EXPENSES, INCLUDING ATTORNEYS' FEES, INCURRED BY THE PREVAILING PARTY
IN CONNECTION WITH SUCH DISPUTE.
8
10. Miscellaneous.
(a) Amendments.
This
Warrant and any provision hereof may only be amended by an instrument in writing
signed by the Company and the Holder hereof.
(b) Descriptive
Headings.
The
descriptive headings of the several paragraphs of this Warrant are inserted
for
purposes of reference only, and shall not affect the meaning or construction
of
any of the provisions hereof.
(c) Remedies.
The
Company acknowledges that a breach by it of its obligations hereunder will
cause
irreparable harm to the Holder, by vitiating the intent and purpose of the
transaction contemplated hereby. Accordingly, the Company acknowledges that
the
remedy at law for a breach of its obligations under this Warrant will be
inadequate and agrees, in the event of a breach or threatened breach by the
Company of the provisions of this Warrant, that the Holder shall be entitled,
in
addition to all other available remedies at law or in equity, and in addition
to
the penalties assessable herein, to an injunction or injunctions restraining,
preventing or curing any breach of this Warrant and to enforce specifically
the
terms and provisions thereof, without the necessity of showing economic loss
and
without any bond or other security being required.
9
IN
WITNESS WHEREOF,
the
Company has caused this Warrant to be signed by its duly authorized
officer.
| |
|
|
| By: | ||
|
Xxxx Xxxxxxx |
||
| Chief Executive Officer | ||
Dated
as
of March 2, 2007
10
FORM
OF EXERCISE AGREEMENT
Dated:
________ __, 200__
The
undersigned, pursuant to the provisions set forth in the Warrant, hereby agrees
to purchase ________ shares of Common Stock covered by such Warrant, and makes
payment herewith in full therefor at the price per share provided by such
Warrant: in cash or by certified or official bank check in the amount of
$_________. Please issue a certificate or certificates for such shares of Common
Stock in the name of and pay any cash for any fractional share to:
|
Name:______________________________
|
|
|
Signature:
_____________________________
|
|
|
Address:
_______________________________
|
|
|
_______________________________
|
|
|
Note: The
above signature should correspond exactly with the name on the
face of the
within Warrant, if applicable.
|
and,
if
said number of shares of Common Stock shall not be all the shares purchasable
under the within Warrant, a new Warrant is to be issued in the name of said
undersigned covering the balance of the shares purchasable thereunder less
any
fraction of a share paid in cash.
11
FORM
OF ASSIGNMENT
FOR
VALUE RECEIVED,
the
undersigned hereby sells, assigns, and transfers all the rights of the
undersigned under the within Warrant, with respect to the number of shares
of
Common Stock covered thereby set forth hereinbelow, to:
|
Name
of Assignee
|
Address
|
No
of Shares
|
||
,
and
hereby irrevocably constitutes and appoints ___________________________________
as agent and attorney-in-fact to transfer said Warrant on the books of the
within named corporation, with full power of substitution in the
premises.
Dated: ______________,
200__
|
In
the presence of:
|
_______________________________
|
|
Name:
_______________________________
|
|
|
Signature:_____________________________
|
|
|
Title
of Signing Officer or Agent (if any):
|
|
|
______________________________
|
|
|
Address:
______________________________
|
|
|
______________________________
|
|
|
______________________________
|
|
|
Note: The
above signature should correspond exactly with the name on the
face of the
within Warrant, if
applicable.
|
12
