Exhibit 4.6
THE WARRANT EVIDENCED OR CONSTITUTED HEREBY HAS BEEN, AND ALL SHARES OF
COMMON STOCK ISSUABLE HEREUNDER MAY BE, ISSUED WITHOUT REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED ("THE ACT"), AND MAY NOT BE SOLD,
OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION
UNDER THE ACT UNLESS (A) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT
THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION, (B)
THE SALE OF SUCH SECURITIES IS MADE PURSUANT TO SECURITIES AND EXCHANGE
COMMISSION RULE 144 OR (C) SUCH SHARES OF COMMON STOCK ISSUABLE HEREUNDER
HAVE BEEN REGISTERED UNDER THE ACT. THIS WARRANT IS ALSO SUBJECT TO
RESTRICTIONS ON TRANSFER AS PROVIDED HEREIN.
WARRANT TO PURCHASE COMMON STOCK
OF KANA COMMUNICATIONS, INC.
WARRANT NO. CS2000A
THIS CERTIFIES THAT, for value received, Xxxxxxxx Consulting LLP
("Xxxxxxxx" or the "Holder") is entitled, subject to the terms and conditions of
this Warrant, at any time or from time to time after September 6, 2000 (the
"Effective Date"), and before 5:00 p.m. Pacific Time on December 30, 2005 (the
"Expiration Date"), to purchase from Kana Communications, Inc., a Delaware
corporation ("Kana" or the "Company"), up to that number of shares of common
stock of the Company (the "Shares") that have vested pursuant to Section 2
hereof but in no event more than 725,000 shares, at a price per share equal to
thirty-seven dollars and 12.5/100 cents ($37.125) (the "Exercise Price") subject
to adjustment pursuant to Section 6 hereof.
1. CERTAIN DEFINITIONS. As used in this Warrant, the following terms shall
have the following respective meanings:
*
*
"AFFILIATE" means, (i) as to Xxxxxxxx, any partnerships, firms,
corporations, entities, individuals, and their successors and assigns, wherever
located, which together comprise the Xxxxxxxx Consulting worldwide organization
whether by virtue of their member firm interfirm agreements with Xxxxxxxx
Consulting Partners Societe Cooperative or any successor thereto acting to
coordinate the business of such entities or by virtue of a contract with or
ownership, direct or indirect, by a member firm or otherwise being under
control, directly or indirectly, of one or more member firms and which are
thereby deemed part of the Xxxxxxxx Consulting worldwide organization and, (ii)
as to Kana, a legal entity that, directly or indirectly through one or more
intermediaries, controls, is controlled by, or is under common
CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
* INDICATES THAT CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 406. CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
control with Kana. For this purpose "control" shall mean direct or indirect
beneficial ownership of fifty percent (50%) or more of the voting or income
interest in such corporation or other business entity. "ALLIANCE AGREEMENT"
shall mean the Restated Master Alliance Agreement by and between the parties of
even date herewith.
"ADDITIONAL SERVICES" shall mean * . Xxxxxxxx shall be required to
perform such services in accordance with the terms of the Consulting Services
Agreement, at such time as Kana may reasonably request.
"CONSULTING SERVICES AGREEMENT" shall mean the Consulting Services
Agreement by and between the parties of even date herewith.
"FAIR MARKET VALUE" of one share of the Company's Common Stock, as of
any date, shall mean the average of the closing prices of the Common Stock then
quoted on the Nasdaq Stock Market for the ten trading days ending on the day
prior to the measurement date.
"HSR ACT" shall mean the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of
1976, as amended.
"JOINT ENGAGEMENT" shall mean shall mean a third party client engagement
in which Kana software or services are sold to a third party and where such
engagement qualifies as an Xxxxxxxx Project Management engagement under Section
3.5 of the Teaming Agreement.
*
*
*
*
"SALE OF THE COMPANY" shall mean a merger of the Company with or into
any other corporation or corporations (or other person) or a sale of stock of
the Company, in which the stockholders of this Company immediately before the
merger or stock sale do not hold more than 50% of the voting power of the
surviving corporation immediately after the merger or stock sale, or a sale,
conveyance or disposition of all or substantially all of the assets of this
Company.
*
"TEAMING AGREEMENT" shall mean the Restated Teaming Agreement by and
between the parties of even date herewith.
"TRAINED AC PERSONNEL" shall mean a full-time employee of Xxxxxxxx that
has attended and completed an applicable Kana training program during the
relevant Period.
"VESTING GOAL" shall mean the goals set for vesting of Shares pursuant
to Sections 2.2 and 2.3 below.
* INDICATES THAT CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 406. CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
2
"WARRANT" as used herein, shall include this Warrant and any warrant
delivered in substitution or exchange therefor as provided herein.
2. VESTING AND FORFEITURE SCHEDULE.
2.1 A maximum of 725,000 shares of the Company's Common Stock (the
"Shares") is available under this Warrant.
2.2 This Warrant may be exercised (in whole or in part) only after
the Shares become vested. The vesting of the Shares is set forth as follows:
*
2.3 *
2.4 The Company shall provide the Holder with a written notice
setting forth the number of Shares that have vested * and the total Shares then
issuable upon exercise of this Warrant on each of the following dates * .
If the Holder wishes to challenge the accuracy of the written
notice, it shall promptly notify the Alliance Managers (as defined in the
Alliance Agreement). The Alliance Managers shall promptly re-compute the number
of vested Shares which may be purchased with this Warrant and the number of
Forfeited Shares in accordance with the terms hereof and furnish to the Chief
Executive Officer of the Company a written report setting forth such
determination; provided, however, that if the Alliance Managers are unable to
agree upon the number of vested Shares and the number of Forfeited Shares in the
prior Period or portion thereof, as the case may be, within fifteen (15) days of
* , as the case may be, the Chief Executive Officer or Chief Financial Officer
of the Company (the "Key Company Officer") shall make such determination and
submit a written report setting forth such information to the Alliance Managers
within fifteen (15) days after the expiration of the fifteen (15) day period
referred to in the preceding sentence. If (i) the Key Company Officer shall
agree with the determination of the number of vested Shares and the Forfeited
Shares set forth in such written report of the Alliance Managers or (ii) both
Alliance Managers shall agree with the determination of the Key Company Officer
as contemplated by the preceding sentence, the Company shall provide the Holder
with a written notice setting forth the number of vested Shares and the number
of Forfeited Shares for such quarterly period and the total number of Shares
that are then issuable upon exercise of this Warrant and showing in detail the
facts upon which such calculation is based. If (i) the Key Company Officer shall
disagree with the determination of the number of vested Shares and/or the number
of Forfeited Shares set forth in such written report of the Alliance Managers or
(ii) either Alliance Manager shall disagree with the determination of the Key
Company Officer as contemplated above, then the determination of the number of
vested Shares and number of Forfeited Shares for such period shall be determined
by an independent arbitrator in accordance with the terms set forth in the
following paragraphs.
* INDICATES THAT CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 406. CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
3
If the Key Company Officer or either of the Alliance Managers
are unable to agree upon the number of vested Shares and/or the number of
Forfeited Shares for such period, such determination will be made by means of an
arbitration conducted pursuant to this paragraph (an "ARBITRATION"). Any request
for Arbitration shall be made in writing to an independent accounting firm of
recognized national standing to be mutually selected by the Company and the
Holder. The firm to which such request is made shall, upon agreeing in writing
to determine the number of vested Shares and number of Forfeited Shares for such
period in accordance with the terms of this Warrant, be the "INDEPENDENT
ACCOUNTING FIRM", as that term is used in this Warrant.
The Arbitration shall be conducted under the auspices of the
Independent Accounting Firm and, except to the extent said rules conflict with
the terms of this paragraph, shall be conducted in accordance with the
Commercial Arbitration Rules of the American Arbitration Association. The
Independent Accounting Firm shall, within five (5) business days of its
agreement to determine the number of vested Shares and the number of Forfeited
Shares for such period, provide to the Company and the Holder the name of its
partner (preferably, but not necessarily, located in its Palo Alto office who
will serve as the individual responsible for conducting the Arbitration (the
"ARBITRATOR"). The Arbitrator shall conduct an Arbitration to determine the
number of vested Shares and the number of Forfeited Shares to which the Holder
is entitled in such quarterly period. The Arbitrator shall make such
determination subsequent to conducting the Arbitration and shall set forth such
determination in a written ruling, which ruling shall be rendered within sixty
(60) days of the selection date of the Arbitrator and shall be delivered to the
Company and the Holder in accordance with the terms of this Warrant.
The locale of all hearings conducted by the Arbitrator in
connection with the arbitration shall be the Palo Alto office of the Independent
Accounting Firm. The ruling of the Arbitrator shall be final, binding, and
conclusive on the Company and the Holder; shall have the legal effect of an
arbitral award; and shall be subject only to the judicial review permitted by
the Federal Arbitration Act. Judgment on the ruling of the Arbitrator may be
entered and enforced in any court having jurisdiction over the parties or their
assets. The fees and disbursements of the Independent Accounting Firm shall be
allocated and payable between the Company on the one hand and the Holder on the
other hand in the same proportion that the number of vested Shares that has been
determined by the Arbitrator for such period bears to the number of vested
Shares that the Holder initially claimed in such Arbitration for such period.
3. EXERCISE OF WARRANT
3.1. PAYMENT. Subject to compliance with the terms and conditions of
this Warrant and applicable securities laws, this Warrant may be exercised by
the delivery (including, without limitation, delivery by facsimile) of the form
of Notice of Exercise attached hereto as Annex A (the "Notice of Exercise"),
duly executed by the Holder, at the principal office of the Company, and as soon
as practicable after such date, surrendering:
(a) this Warrant at the principal office of the Company, and
(b) payment, (i) in cash (by check) or by wire transfer, (ii) by
cancellation by the Holder of indebtedness of the Company to the Holder, or
(iii) by a combination of (i) and (ii) (the "Exercise Amount"), except that if
the Holder is subject to HSR Act filing requirements, the Exercise Amount shall
be paid to the Company within five (5) business days of the termination of all
applicable HSR Act restrictions.
4
3.2. NET ISSUE EXERCISE. In lieu of the payment methods set forth in
Section 3.1(b) above, the Holder may elect to exercise all or some of the
Warrant and receive Shares equal to the value of the amount of the Warrant being
exercised on the date of exercise. If the Holder elects to exercise this Warrant
as provided in this Section 3.2, the Holder shall tender to the Company the
Warrant for the amount being exercised, along with written notice of the
Holder's election to exchange some or all of the Warrant, and the Company shall
issue to the Holder the number of Shares computed using the following formula:
X = Y(A-B)
-----
A
Where X = the number of Shares to be issued to the Holder.
Y = the number of vested Shares under the Warrant that are being
exercised (as adjusted to the date of such calculation).
A = the then Fair Market Value of one share of the Common Stock.
B = the Exercise Price (as adjusted to the date of such
calculation).
All references herein to an "exercise" of the Warrant shall include an exchange
pursuant to this Section 3.2.
3.3. STOCK CERTIFICATES; FRACTIONAL SHARES. As soon as practicable on or
after the date this Warrant is exercised, the Company shall issue and deliver to
the Holder a certificate or certificates for the number of whole Shares issuable
upon such exercise, together with cash in lieu of any fraction of a share equal
to such fraction of the then Fair Market Value of one whole share of Common
Stock as of the date of exercise of this Warrant. No fractional shares or scrip
representing fractional shares shall be issued upon an exercise of this Warrant.
3.4. PARTIAL EXERCISE; EFFECTIVE DATE OF EXERCISE. In case of any
partial exercise of this Warrant, the Company shall cancel this Warrant upon
surrender hereof and shall execute and deliver a new Warrant of like tenor and
date for the balance of the Shares purchasable hereunder. This Warrant shall be
deemed to have been exercised immediately prior to the close of business on the
date of its surrender for exercise as provided above. However, if Holder is
subject to HSR Act filing requirements, this Warrant shall be deemed to have
been exercised on the date immediately following the date of the expiration of
all applicable HSR Act restrictions. The person entitled to receive the Shares
issuable upon exercise of this Warrant shall be treated for all purposes as the
holder of record of such shares as of the close of business on the date the
Holder is deemed to have exercised this Warrant.
3.5. SALE OF THE COMPANY. In the event of a Sale of the Company, the
Company shall give written notice to the Holder of such Sale of the Company not
less than thirty (30) days prior to the anticipated closing date thereof. The
surviving company from any Sale of the Company (or the Company at the request of
the intended surviving company) may, at anytime prior to thirty (30) days
following the closing date of the Sale of the Company, terminate this Warrant by
providing thirty (30) days written notice of termination. During such thirty
(30) day period after the notice (or such longer period if required by HSR
restrictions), Holder may exercise the Warrant with respect to any vested and
unexercised Shares. Upon termination, all Shares not exercised shall be
forfeited.
4. VALID ISSUANCE: TAXES. All Shares issued upon the exercise of this
Warrant shall be validly issued, fully paid and nonassessable. The Company shall
not be required to pay any tax or other
5
charge imposed in connection with any transfer involved in the issuance of any
certificate for the Shares in any name other than that of the Holder of this
Warrant, and in such case the Company shall not be required to issue or deliver
any stock certificate or security until such tax or other charge has been paid,
or it has been established to the Company's reasonable satisfaction that no tax
or other charge is due.
5. LOSS OR MUTILATION. Upon receipt of evidence reasonably satisfactory to the
Company of the ownership of and the loss, theft, destruction or mutilation of
this Warrant, and of indemnity reasonably satisfactory to it, and (in the case
of mutilation) upon surrender and cancellation of this Warrant, the Company will
execute and deliver in lieu thereof a new Warrant of like tenor as the lost,
stolen, destroyed or mutilated Warrant.
6. ADJUSTMENTS. If the Company shall at any time prior to the expiration of this
Warrant subdivide its Common Stock, by split-up or otherwise, or combine its
capital stock, or issue additional securities as a dividend with respect to any
shares of its Common Stock, the number of Shares issuable on the exercise of
this Warrant shall forthwith be proportionately increased in the case of a
subdivision or stock dividend, or proportionately decreased in the case of a
combination. Appropriate adjustments shall also be made to the Exercise Price,
but the aggregate Exercise Price payable for the total number of Shares
purchasable under this Warrant (as adjusted) shall remain the same. Any
adjustment under this Section 6 shall become effective at the close of business
on the date the subdivision or combination becomes effective, or as of the
record date of such dividend, or in the event that no record date is fixed, upon
the making of such dividend.
7. RESERVATION OF COMMON STOCK. The Company hereby covenants that at all times
there shall be reserved for issuance and delivery upon exercise of this Warrant
such number of shares of Common Stock or other shares of capital stock of the
Company as are from time to time issuable upon exercise of this Warrant and,
from time to time, will take all steps necessary to amend its Certificate of
Incorporation to provide sufficient reserves of shares of Common Stock issuable
upon exercise of this Warrant. All such shares shall be duly authorized, and
when issued upon such exercise, shall be validly issued, fully paid and
nonassessable, free and clear of all liens, security interests, charges and
other encumbrances or restrictions on sale and free and clear of all preemptive
rights, except encumbrances or restrictions arising under federal or state
securities laws. Issuance of this Warrant shall constitute full authority to the
Company's officers who are charged with the duty of executing stock certificates
to execute and issue the necessary certificates for Shares upon the exercise of
this Warrant.
8. PIGGYBACK REGISTRATION. If the Company proposes to register any of its common
equity securities or any securities convertible into its common equity
securities under the Securities Act (other than pursuant to (i) a registration
on Form S-4 or any successor form (except in connection with a Sale of the
Company as provided below) or (ii) an offering of securities in connection with
an employee benefit, share dividend, share ownership or dividend reinvestment
plan) and the registration form to be used may be used for the registration of
Shares, the Company shall give prompt written notice to the Holder of its
intention to effect such a registration (each, a "Piggyback Notice") and the
Company shall include in such registration all Shares with respect to which the
Company has received written requests for inclusion therein within 10 days after
the date of sending the Piggyback Notice. If the Company's common equity is
going to be registered on Form S-4 pursuant to a Sale of the Company, then the
Company agrees to give the Holder a Piggyback Notice and include in such
registration all Shares that the Holder requests be included therein. The
foregoing Section 8 shall not apply if (a) a registration statement permitting
the sale of the Shares is effective or (b) if the Shares are saleable under Rule
144. Nothing herein shall affect the right of the Company to withdraw any such
registration in its sole discretion.
6
9. TRANSFER AND EXCHANGE. This Warrant shall not be transferable except in the
event of a Sale of the Holder or to any Affiliate of the Holder. In the event of
a transfer of this Warrant in whole or in part, the Company shall deliver a new
Warrant to the transferee and the Holder, if applicable, with respect to the
number of Shares for which this Warrant may then be exercisable. Any
extraordinary costs resulting from such transfers (including, without limits,
reasonable cost of legal and tax advisors for domestic and international law
compliance, registration costs, etc.) shall be borne by Holder.
10. SECURITIES LAW RESTRICTIONS. The Holder, by acceptance hereof, agrees that,
absent an effective registration statement filed with the Securities and
Exchange Commission (the "SEC") under the 1933 Act, covering the disposition or
sale of this Warrant or the Shares issued or issuable upon exercise hereof, as
the case may be, and registration or qualification under applicable state
securities laws, such Holder will not sell, pledge, hypothecate or otherwise
transfer any or all such Warrants or Shares, as the case may be, or any interest
therein unless either (i) the Company has received an opinion of counsel, in
form and substance reasonably satisfactory to the Company, to the effect that
such registration is not required in connection with such disposition or (ii)
the sale of such securities is made pursuant to SEC Rule 144.
11. COMPLIANCE WITH SECURITIES LAWS. By acceptance of this Warrant, the Holder
hereby represents, warrants and covenants that any Shares purchased upon
exercise of this Warrant or acquired upon conversion thereof shall be acquired
for investment only and not with a view to, or for sale in connection with, any
distribution thereof; and that, unless the Shares shall have been registered
with the SEC under the 1933 Act, all stock certificates representing Shares
issued to the Holder upon exercise of this Warrant or upon conversion of such
Shares may have affixed thereto a legend substantially in the following form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE OFFERED,
SOLD, ASSIGNED, PLEDGED TRANSFERRED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SAID ACT.
THE COMPANY MAY REQUIRE DELIVERY OF AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY THAT ANY PROPOSED TRANSFER IS EXEMPT FROM
OR IN COMPLIANCE WITH SAID ACT AND ANY APPLICABLE STATE SECURITIES
LAW".
12. NO RIGHTS OR LIABILITIES AS STOCKHOLDER. This Warrant shall not entitle the
Holder to any voting rights or other rights as a stockholder of the Company. In
the absence of affirmative action by such Holder to purchase Shares by exercise
of this Warrant, no provisions of this Warrant, and no enumeration herein of the
rights or privileges of the Holder hereof, shall cause such Holder hereof to be
a stockholder of the Company for any purpose.
13. NOTICES. Any notices, reports or other correspondence (hereinafter
collectively referred to as "correspondence") required or permitted to be given
hereunder shall be sent by postage prepaid first class mail, courier or telecopy
or delivered by hand to the party to whom such correspondence is required or
permitted to be given hereunder. The date of giving any notice shall be the date
of its actual receipt.
14. HEADINGS. The headings in this Warrant are for purposes of convenience in
reference only, and shall not be deemed to constitute a part hereof.
15. LAW GOVERNING. This Warrant shall be construed and enforced in accordance
with, and governed by, the laws of the State of Delaware.
7
16. SEVERABILITY. If any term, provision, covenant or restriction of this
Warrant is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Warrant shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.
17. SATURDAYS, SUNDAYS AND HOLIDAYS; CURRENCY. If the Expiration Date falls on a
Saturday, Sunday or legal holiday in the State of California, the Expiration
Date shall automatically be extended until 5:00 p.m. the next business day. All
monetary references herein are in the currency of the United States.
8
IN WITNESS WHEREOF, the Company and the Holder have executed this
Warrant as of September 6, 2000.
KANA COMMUNICATIONS, INC.
By: /s/ XXXXXXXX X. XXXXX, ESQ.
---------------------------------
Name: Xxxxxxxx X. Xxxxx, Esq.
Title: Vice President and General Counsel
XXXXXXXX CONSULTING LLP
By: /s/ XXXXXXX X. XXXXXX
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Partner
Xxxxxxxx Consulting LLP
0000 Xxxx Xxxx Xxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
Attention: General Counsel
With a copy to:
Xxxxxxxx Consulting LLP
000 X. Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Fax: (000) 000-0000
Attention: Legal Group, Ventures and Alliances
ANNEX A
-------
NOTICE OF EXERCISE
(To be executed upon exercise of Warrant)
KANA COMMUNICATIONS, INC. WARRANT NO. CS-2000A
The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within Warrant for, and to purchase thereunder, the
securities of Kana Communications, Inc. as provided for therein, and (check the
applicable box):
/ / Tenders herewith payment of the exercise price in the form of
cash, check, wire transfer, or exchange of stock, in the amount of
$____________ for _________ such securities.
/ / Elects the Net Issue Exercise option pursuant to Section 3.2 of
the Warrant, and accordingly converts the attached Warrant into _______
shares of Common Stock in the manner specified Section 3.2.
Please issue a certificate or certificates for such securities in the name of,
and pay any cash for any fractional share to (please print name, address and
social security number):
Name:
-------------------------------------------
Address:
-------------------------------------------
Signature:
-------------------------------------------
Dated:
-------------------------------------------
Note: The above signature should correspond exactly with the name on the first
page of this Warrant or with the name of the assignee appearing in the
assignment form below.
If said number of shares shall not be all the shares purchasable under the
within Warrant, a new Warrant is to be issued in the name of said undersigned
for the balance remaining of the shares purchasable thereunder rounded up to the
next higher whole number of shares.
ANNEX B
-------
ASSIGNMENT
(To be executed only upon valid assignment of Warrant in connection
with a Sale of Holder)
KANA COMMUNICATIONS, INC. WARRANT NO. ___
For value received, __________ hereby sells, assigns and transfers unto
____________________, the within Warrant, together with all right, title and
interest therein, and does hereby irrevocably constitute and appoint
____________________________ attorney, to transfer said Warrant on the books of
the within-named Company with respect to the number of shares of Common Stock
(the "Shares"), set forth below, with full power of substitution in the
premises:
--------------------------------- ------------------------------ ------------------------------
NAME(S) OF ASSIGNEE(S) ADDRESS # OF SHARES
--------------------------------- ------------------------------ ------------------------------
--------------------------------- ------------------------------ ------------------------------
--------------------------------- ------------------------------ ------------------------------
--------------------------------- ------------------------------ ------------------------------
--------------------------------- ------------------------------ ------------------------------
--------------------------------- ------------------------------ ------------------------------
And if said number of Shares shall not be all the Shares represented by the
Warrant, a new Warrant is to be issued in the name of said undersigned for the
balance remaining of the Shares registered by said Warrant.
Dated:
-------------------------------------------
Signature:
-------------------------------------------
Notice: The signature to the foregoing Assignment must correspond to the name as
written upon the face of this security in every particular, without alteration
or any change whatsoever; signature(s) must be guaranteed by an eligible
guarantor institution (banks, stock brokers, savings and loan associations and
credit unions with membership in an approved signature guarantee medallion
program) pursuant to Securities and Exchange Commission Rule 17Ad-15.
