THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR
APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR SUCH SECURITIES UNDER THE 1933 ACT, OR AN OPINION OF COUNSEL,
SATISFACTORY TO THE ISSUER HEREOF, TO THE EFFECT THAT REGISTRATION IS NOT
REQUIRED UNDER THE 1933 ACT AS SOME OTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND APPLICABLE LAWS IS AVAILABLE.
WARRANT TO PURCHASE
COMMON STOCK OF
PETROSEARCH ENERGY CORPORATION
Date of Issuance: February __, 2007 Warrant No. ________
This certifies that, for value received, PETROSEARCH ENERGY
CORPORATION, a Nevada corporation (the "Company"), grants RCH Petro Investors,
LP, a Delaware limited partnership or its registered assigns (the "Registered
Holder"), the right to subscribe for and purchase from the Company, at the
Exercise Price (as defined herein), from and after 9:00 a.m. Texas time on
_______________, 2008 (the "Exercise Date") and to and including 5:00 p.m.,
Texas time on the third anniversary of the Exercise Date (the "Expiration
Date"), five million (5,000,000) shares, as such number of shares may be
adjusted from time to time as described herein (the "Warrant Shares"), of the
Company's common stock, par value $.001 per share (the "Common Stock"), subject
to the provisions and upon the terms and conditions herein set forth. The
"Exercise Price" per share of Common Stock shall be $1.40 per share.
This Warrant is issued in connection with the transactions described
in that certain Note and Warrant Purchase Agreement between the Company and RCH
Petro Investors, LP dated as of February 1, 2007 (the "Purchase Agreement"). The
holder of this Warrant is subject to certain restrictions set forth in the
Purchase Agreement and shall be entitled to certain rights and privileges set
forth in the Purchase Agreement.
SECTION 1. REGISTRATION. The Company shall register this Warrant,
upon records to be maintained by the Company for that purpose (the "Warrant
Records"), in the name of the Registered Holder. The Company may deem and treat
the Registered Holder as the absolute owner of this Warrant for the purpose of
any exercise hereof or any distribution to the Registered Holder.
SECTION 2. REGISTRATION OF TRANSFERS AND EXCHANGES.
(a) Subject to Section 9 hereof, the Company shall register the
transfer of this Warrant, in whole or in part, upon records to be maintained by
the Company for that purpose, upon surrender of this Warrant, with the Form of
Assignment attached hereto completed and duly endorsed by the Registered Holder,
to the Company at the office specified in or pursuant to
Section 3(b). Upon any such registration of transfer, a new Warrant, in
substantially the form of this Warrant, evidencing the Common Stock purchase
rights so transferred shall be issued to the transferee and a new Warrant, in
similar form, evidencing the remaining Common Stock purchase rights not so
transferred, if any, shall be issued to the Registered Holder.
(b) This Warrant is exchangeable, upon the surrender hereof by the
Registered Holder at the office of the Company specified in or pursuant to
Section 3(b) hereof, for new Warrants, in substantially the form of this Warrant
evidencing, in the aggregate, the right to purchase the number of Warrant Shares
which may then be purchased hereunder, each of such new Warrants to be dated the
date of such exchange and to represent the right to purchase such number of
Warrant Shares as shall be designated by the Registered Holder at the time of
such surrender.
SECTION 3. DURATION AND EXERCISE OF THIS WARRANT.
(a) This Warrant shall be exercisable by the Registered Holder as
to the Warrant Shares at any time during the period commencing on the Exercise
Date and ending on the Expiration Date. At 5:00 p.m., Texas time, on the
Expiration Date, this Warrant, to the extent not previously exercised, shall
become void and of no further force or effect.
(b) Subject to Sections 4, and 7 hereof, upon exercise or
surrender of this Warrant, with the Form of Election to Purchase attached hereto
completed and duly endorsed by the Registered Holder, to the Company at 000
Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000, Attention: President, or at such
other address as the Company may specify in writing to the Registered Holder,
and upon payment of the Exercise Price multiplied by up to the number of Warrant
Shares then issuable upon exercise of this Warrant in lawful money of the United
States of America, all as specified by the Registered Holder in the Form of
Election to Purchase, the Company shall promptly issue and cause to be delivered
to or upon the written order of the Registered Holder, and in such name or names
as the Registered Holder may designate, a certificate for the Warrant Shares
issued upon such exercise. Any person so designated in the Form of Election to
Purchase, duly endorsed by the Registered Holder, as the person to be named on
the certificates for the Warrant Shares, shall be deemed to have become holder
of record of such Warrant Shares, evidenced by such certificates, as of the Date
of Exercise (as hereinafter defined) of such Warrant.
(c) The Registered Holder may pay the applicable Exercise Price
pursuant to Section 3(b), at the option of the Registered Holder, either (i) in
cash or by cashier's or certified bank check payable to the Company, or (ii) by
wire transfer of immediately available funds to the account which shall be
indicated in writing by the Company to the Registered Holder, in either case, in
an amount equal to the product of the Exercise Price multiplied by the number of
Warrant Shares being purchased upon such exercise (the "Aggregate Exercise
Price").
(d) The "Date of Exercise" of any Warrant means the date on which
the Company shall have received (i) this Warrant, with the Form of Election to
Purchase attached hereto appropriately completed and duly endorsed, and (ii)
payment of the Aggregate Exercise Price as provided herein.
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(e) This Warrant shall not be exercisable until the Exercise Date
(the "Exercise Restriction Period"). Subject to the Exercise Restriction Period,
this Warrant shall be exercisable either in its entirety or, from time to time,
for part only of the number of Warrant Shares which are issuable hereunder. If
this Warrant shall have been exercised only in part, the Company shall, at the
time of delivery of the certificates for the Warrant Shares issued pursuant to
such exercise, deliver to the Registered Holder a new Warrant evidencing the
rights to purchase the remaining Warrant Shares, which Warrant shall be
substantially in the form of this Warrant.
SECTION 4. PAYMENT OF TAXES AND EXPENSES.
(a) The Company will pay all expenses and taxes (other than any
federal or state income tax or similar obligations of the Registered Holder) and
other governmental charges attributable to the preparation, execution, issuance
and delivery of this Warrant, any new Warrant and the Warrant Shares; provided,
however, that the Company shall not be required to pay any tax in respect of the
transfer of this Warrant or the Warrant Shares, or the issuance or delivery of
certificates for Warrant Shares upon the exercise of this Warrant, to a person
or entity other than a Registered Holder or an Affiliate (as hereinafter
defined) of such Registered Holder.
(b) An "Affiliate" of any person or entity means any other
person or entity directly or indirectly controlling, controlled by or under
direct or indirect common control with such person or entity.
SECTION 5. MUTILATED OR MISSING WARRANT CERTIFICATE. If this
Warrant shall be mutilated, lost, stolen or destroyed, upon request by the
Registered Holder, the Company will issue, in exchange for and upon cancellation
of the mutilated Warrant, or in substitution for the lost, stolen or destroyed
Warrant, a substitute Warrant, in substantially the form of this Warrant, of
like tenor, but, in the case of loss, theft or destruction, only upon receipt of
evidence reasonably satisfactory to the Company of such loss, theft or
destruction of this Warrant and, if requested by the Company, indemnity also
reasonably satisfactory to it.
SECTION 6. RESERVATION, LISTING AND ISSUANCE OF WARRANT SHARES.
(a) The Company will at all times have authorized, and reserve and
keep available, free from preemptive rights, for the purpose of enabling it to
satisfy any obligation to issue Warrant Shares upon the exercise of the rights
represented by this Warrant, the number of Warrant Shares deliverable upon
exercise of this Warrant. The Company will, at its expense, use it best efforts
to cause such shares to be included in or listed on (subject to issuance or
notice of issuance of Warrant Shares) all markets or stock exchanges in or on
which the Common Stock is included or listed not later than the date on which
the Common Stock is first included or listed on any such market or exchange and
will thereafter maintain such inclusion or listing of all shares of Common Stock
from time to time issuable upon exercise of this Warrant.
(b) Before taking any action which could cause an adjustment
pursuant to Section 7 hereof reducing the Exercise Price below the par value of
the Warrant Shares, the Company will take any corporate action which may be
necessary in order that the Company may
3
validly and legally issue at the Exercise Price, as so adjusted, Warrant Shares
that are fully paid and non-assessable.
(c) The Company covenants that all Warrant Shares will, upon
issuance in accordance with the terms of this Warrant, be (i) duly authorized,
fully paid and nonassessable, and (ii) free from all taxes with respect to the
issuance thereof and from all liens, charges and security interests.
SECTION 7. ADJUSTMENT OF NUMBER OF WARRANT SHARES.
(a) The number of Warrant Shares to be purchased upon exercise hereof
is subject to change or adjustment from time to time as hereinafter provided:
(i) Stock Dividends; Stock Splits; Reverse Stock Splits;
---------------------------------------------------------
Reclassifications. In case the Company shall (a) pay a dividend with respect to
-----------------
its Common Stock in shares of capital stock, (b) subdivide its outstanding
shares of Common Stock, (c) combine its outstanding shares of Common Stock into
a smaller number of shares of any class of Common Stock or (d) issue any shares
of its capital stock in a reclassification of the Common Stock (including any
such reclassification in connection with a consolidation or merger in which the
Company is the continuing corporation), other than elimination of par value, a
change in par value, or a change from par value to no par value (any one of
which actions is herein referred to as an "Adjustment Event"), the number of
Warrant Shares purchasable upon exercise of the Warrant immediately prior to
the record date for such Adjustment Event shall be adjusted so that the
Registered Holder shall thereafter be entitled to receive the number of shares
of Common Stock or other securities of the Company (such other securities
thereafter enjoying the rights of shares of Common Stock under this Warrant)
that such Registered Holder would have owned or have been entitled to receive
after the happening of such Adjustment Event, had such Warrant been exercised
immediately prior to the happening of such Adjustment Event or any record date
with respect thereto. An adjustment made pursuant to this Section 7(a)(i) shall
become effective immediately after the effective date of such Adjustment Event
retroactive to the record date, if any, for such Adjustment Event.
(ii) Adjustment of Exercise Price. Whenever the number of
-------------------------------
Warrant Shares purchasable upon the exercise of each Warrant is adjusted
pursuant to Section 7(a)(i), the Exercise Price for each Warrant Share payable
upon exercise of each Warrant shall be adjusted by multiplying such Exercise
Price immediately prior to such adjustment by a fraction, the numerator of which
shall be the number of shares of Common Stock purchasable upon the exercise of
each Warrant immediately prior to such adjustment, and the denominator of which
shall be the number of shares of Common Stock so purchasable immediately
thereafter.
(iii) Adjustments for Consolidation, Merger, Sale of Assets,
------------------------------------------------------------
Reorganization, etc. In case the Company (a) consolidates with or merges into
--------------
any other corporation and is not the continuing or surviving corporation of such
consolidation of merger, or (b) permits any other corporation to consolidate
with or merge into the Company and the Company is the continuing or surviving
corporation but, in connection with such consolidation or merger, the Common
Stock is changed into or exchanged for stock or other securities of any other
corporation or cash or any other assets, or (c) transfers all or substantially
all of its
4
properties and assets to any other corporation, or (d) effects a capital
reorganization or reclassification of the capital stock of the Company in such a
way that holders of Common Stock shall be entitled to receive stock, securities,
cash and/or assets with respect to or in exchange for Common Stock, then, and in
each such case, proper provision shall be made so that, upon the basis and upon
the terms and in the manner provided in this subsection 7(a)(iii), the
Registered Holder, upon the exercise of this Warrant at any time after the
consummation of such consolidation, merger, transfer, reorganization or
reclassification, shall be entitled to receive (at the aggregate Exercise Price
in effect for all shares of Common Stock issuable upon such exercise immediately
prior to such consummation as adjusted to the time of such transaction), in lieu
of shares of Common Stock issuable upon such exercise prior to such
consummation, the stock and other securities, cash and/or assets to which such
holder would have been entitled upon such consummation if the Registered Holder
had so exercised this Warrant immediately prior thereto (subject to adjustments
subsequent to such corporate action as nearly equivalent as possible to the
adjustments provided for in this Section).
(iv) De Minimis Adjustments. No adjustment in the Exercise
------------------------
Price and number of Warrant Shares purchasable hereunder shall be required
unless such adjustment would require an increase or decrease of at least $0.02
in the Exercise Price; provided, however, that any adjustments which by reason
of this Section 7(a)(iv) are not required to be made shall be carried forward
and taken into account in any subsequent adjustment. All calculations shall be
made to the nearest full share.
(b) Notice of Adjustment. Whenever the number of Warrant Shares
----------------------
purchasable upon the exercise of each Warrant or the Exercise Price is adjusted,
as herein provided, the Company shall promptly notify the Registered Holder in
writing (such writing referred to as an "Adjustment Notice") of such adjustment
or adjustments and shall deliver to such Registered Holder a statement setting
forth the number of shares of Common Stock purchasable upon the exercise of each
Warrant and the Exercise Price after such adjustment, setting forth a brief
statement of the facts requiring such adjustment and setting forth the
computation by which such adjustment was made.
(c) Other Notices. In case at any time:
--------------
(i) the Company shall declare any cash dividend on its
Common Stock;
(ii) the Company shall pay any dividend payable in stock
upon its Common Stock or make any distribution (other than regular cash
dividends) to the holders of its Common Stock;
(iii) the Company shall offer for subscription pro rata to
all of the holders of its Common Stock any additional shares of stock of any
class or other rights;
(iv) the Company shall authorize the distribution to all
holders of its Common Stock of evidences of its indebtedness or assets (other
than cash dividends or cash distributions payable out of earnings or earned
surplus or dividends payable in Common Stock);
5
(v) there shall be any capital reorganization, or reclassification
of the capital stock of the Company, or consolidation or merger of the Company
with another corporation (other than a subsidiary of the Company in which the
Company is the surviving or continuing corporation and no change occurs in the
Company's Common Stock), or sale of all or substantially all of its assets to
another corporation; or
(vi) there shall be a voluntary or involuntary dissolution,
liquidation, bankruptcy, assignment for the benefit of creditors, or winding up
of the Company;
then, in any one or more of said cases the Company shall give written notice,
addressed to the Registered Holder at the address of such Registered Holder as
shown on the books of the Company, of (1) the date on which the books of the
Company shall close or a record shall be taken for such dividend, distribution
or subscription rights, or (2) the date (or, if not then known, a reasonable
approximation thereof by the Company) on which such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation,
bankruptcy, assignment for the benefit of creditors, winding up or other action,
as the case may be, shall take place. Such notice shall also specify (or, if
not then known, reasonably approximate) the date as of which the holders of
Common Stock of record shall participate in such dividend, distribution or
subscription rights, or shall be entitled to exchange their Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation,
bankruptcy, assignment for the benefit of creditors, winding up, or other
action, as the case may be. Such written notice shall be given (except as to
any bankruptcy proceeding) at least five (5) days prior to the action in
question and not less than five (5) days prior to the record date or the date on
which the Company's transfer books are closed in respect thereto. Such notice
shall also state that the action in question or the record date is subject to
the effectiveness of a registration statement under the 1933 Act, or to a
favorable vote of stockholders, if either is required.
(d) Statement on Warrants. The form of this Warrant need not be
-----------------------
changed because of any change in the Exercise Price or in the number or kind of
shares purchasable upon the exercise of a Warrant. However, the Company may at
any time in its sole discretion make any change in the form of the Warrant that
it may deem appropriate and that does not affect the substance thereof and any
Warrant thereafter issued, whether in exchange or substitution for any
outstanding Warrant or otherwise, may be in the form so changed.
(e) Fractional Interest. The Company shall not be required to
--------------------
issue fractional Warrant Shares on the exercise of the Warrants. The number of
full Warrant Shares which shall be issuable upon such exercise shall be computed
on the basis of the aggregate number of whole shares of Common Stock purchasable
on the exercise of the Warrants so presented. If any fraction of a share of
Common Stock would, except for the provisions of this Section 7(e) be issuable
on the exercise of the Warrants (or specified proportion thereof), the Company
shall pay an amount in cash calculated by it to be equal to the then fair value
of one share of Common Stock, as determined by the Board of Directors of the
Company in good faith, multiplied by such fraction computed to the nearest whole
cent.
SECTION 8. NO RIGHTS OR LIABILITIES AS A STOCKHOLDER. The Registered
Holder shall not be entitled to vote or be deemed the holder of Common Stock or
any other
6
securities of the Company which may at any time be issuable on the exercise
hereof, nor shall anything contained herein be construed to confer upon the
holder of this Warrant, as such, the rights of a stockholder of the Company or
the right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or give or withhold consent to any
corporate action or to receive notice of meetings or other actions affecting
stockholders (except as provided herein), or to receive dividends or
subscription rights or otherwise, until the Date of Exercise shall have
occurred. No provision of this Warrant, in the absence of affirmative action by
the Registered Holder hereof to purchase shares of Common Stock, and no mere
enumeration herein of the rights and privileges of the Registered Holder, shall
give rise to any liability of such holder for the Exercise Price or as a
stockholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company.
SECTION 9. TRANSFER RESTRICTIONS; REGISTRATION OF THE WARRANT AND
WARRANT SHARES.
(a) Neither the Warrant nor the Warrant Shares have been
registered under the 1933 Act. The Registered Holder, by acceptance hereof,
represents that it is acquiring this Warrant to be issued to it for its own
account and not with a view to the distribution thereof, and agrees not to sell,
transfer, pledge or hypothecate this Warrant, any purchase rights evidenced
hereby or any Warrant Shares unless a registration statement is effective for
this Warrant or the Warrant Shares under the 1933 Act, or in the opinion of such
Registered Holder's counsel reasonably satisfactory to the Company, a copy of
which opinion shall be delivered to the Company, such registration is not
required as some other exemption from the registration requirements of the 1933
Act and applicable laws is available.
(b) Subject to the provisions of the following paragraph of this
Section 9, each Certificate for Warrant Shares shall be stamped or otherwise
imprinted with a legend in substantially the following form:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR
APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE 1933 ACT, AN OPINION
OF COUNSEL, SATISFACTORY TO THE ISSUER HEREOF, TO THE EFFECT THAT
REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT AS SOME OTHER EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND APPLICABLE LAWS IS
AVAILABLE.
(c) The restrictions and requirements set forth in the foregoing
paragraph shall apply with respect to Warrant Shares unless and until such
Warrant Shares are sold or otherwise transferred pursuant to an effective
registration statement under the 1933 Act or are otherwise no longer subject to
the restrictions of the 1933 Act, at which time the Company agrees to promptly
7
cause such restrictive legends to be removed and stop transfer restrictions
applicable to such Warrant Shares to be rescinded.
(d) The Company will use its best efforts to comply with the
reporting requirements of Section 13 and 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act") (whether or not it shall be required to do so
pursuant to such Sections) and will use its best efforts to comply with all
other public information reporting requirements of the Securities and Exchange
Commission ("SEC") including, without limitation, Rule 144 promulgated under the
1933 Act) from time to time in effect and relating to the availability of an
exemption from the 1933 Act for sale of restricted securities. The Company also
will cooperate with the Registered Holder and with each holder of any Warrant
Shares in supplying such information as may be necessary for any such holders to
complete and file any information reporting forms presently or hereafter
required by the SEC as a condition to the availability of an exemption from the
1933 Act for the sale of restricted securities.
SECTION 10. REGISTRATION RIGHTS. The Holder shall have and be
entitled to exercise the rights of registration granted under the Registration
Rights Agreement dated February __, 2007 between the Company and RCH Petro
Investors, LP.
SECTION 11. NOTICES. All notices, requests, demands and other
communications relating to this Warrant shall be in writing and shall be deemed
to have been duly given if delivered personally or sent by United States
certified or registered first-class mail, postage prepaid, return receipt
requested, to the parties hereto at the following addresses or at such other
address as any party hereto shall hereafter specify by notice to the other party
hereto:
(a) If to the Registered Holder of this Warrant or the holder of
the Warrant Shares, addressed to the address of such Registered Holder or holder
as set forth on books of the Company or otherwise furnished by the Registered
Holder or holder to the Company.
(b) If to the Company, addressed to:
Petrosearch Energy Corporation
000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attn: President
SECTION 12. BINDING EFFECT. This Warrant shall be binding upon
and inure to the sole and exclusive benefit of the Company, its successors and
assigns, and the holder or holders from time to time of this Warrant and the
Warrant Shares.
SECTION 13. SURVIVAL OF RIGHTS AND DUTIES. This Warrant shall
terminate and be of no further force and effect on the earlier of (i) 5:00 p.m.,
Texas time, on the Expiration Date and (ii) the date on which this Warrant and
all purchase rights evidenced hereby have been exercised, except that the
provisions of Sections 4, 6(c), 10 and 11 hereof shall continue in full force
and effect after such termination date.
8
SECTION 14. GOVERNING LAW. This Warrant shall be construed in
accordance with and governed by the laws of the State of Texas.
SECTION 15. SECTION HEADINGS. The Section headings in this Warrant
are for purposes of convenience only and shall not constitute a part hereof.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
under its corporate seal by its officers thereunto duly authorized as of the
date hereof.
PETROSEARCH ENERGY CORPORATION
By:/s/ Xxxxxxx X. Xxxx
---------------------------------------
Xxxxxxx X. Xxxx, President and CEO
By:/s/ Xxxxx Xxxxxxx
----------------------------------------
Xxxxx Xxxxxxx, Vice President and CFO
9
FORM OF ELECTION TO PURCHASE
(To Be Executed Upon Exercise of this Warrant)
To Petrosearch Energy Corporation:
The undersigned, the record holder of this Warrant (Warrant No. _____),
hereby irrevocably elects to exercise the right, represented by this Warrant, to
purchase ___________ of the Warrant Shares and herewith and hereby tenders
payment for such Warrant Shares to the order of Petrosearch Energy Corporation
of $_________ representing the full purchase price for such shares at the price
per share provided for in such Warrant and the delivery of any applicable taxes
payable by the undersigned pursuant to such Warrant.
The undersigned requests that certificates for such shares be issued in the
name of:
---------------------------------
---------------------------------
---------------------------------
--------------------------------- -----------------------------------------
(Please print name and address) Social Security or Tax Identification No.
In the event that not all of the purchase rights represented by the Warrant
are exercised, a new Warrant, substantially identical to the attached Warrant,
representing the rights formerly represented by the attached Warrant which have
not been exercised, shall be issued in the name of and delivered to:
---------------------------------
---------------------------------
--------------------------------- -----------------------------------------
(Please print name and address) Social Security or Tax Identification No.
Dated: Name of Holder (Print):
----------------
By:
-------------------------------------
(Name):
---------------------------------
(Title):
--------------------------------
FORM OF ELECTION TO PURCHASE
FORM OF ASSIGNMENT
FOR VALUE RECEIVED, ________________ hereby sells, assigns and transfers to
each assignee set forth below all of the rights of the undersigned under the
attached Warrant (Warrant No. ___) with respect to the number of shares of
Common Stock covered thereby set forth opposite the name of such assignee unto:
Name of Assignee Address Number of Shares of
------------------ ------- Of Common Stock
-----------------
If the total of said purchase rights represented by the Warrant shall not
be assigned, the undersigned requests that a new Warrant Certificate evidencing
the purchase rights not so assigned be issued in the name of and delivered to
the undersigned.
Dated: Name of Holder (Print):
--------------------- ------------------
--------------------------------
(Signature of Holder)
