THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, AND MAY NOT BE SOLD
OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
FILED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH
ACT.
July ___, 1998
WARRANT
To Subscribe for and Purchase Common Stock of
Medarex, Inc.
VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON July ___, 2005,
OR IF NOT A BUSINESS DAY, AS DEFINED HEREIN, AT 5:00 P.M,
NEW YORK CITY TIME, ON THE IMMEDIATELY PRECEDING BUSINESS DAY
NO. [W-1]
THIS CERTIFIES that for valuable consideration, receipt and sufficiency of which
are hereby acknowledged, BCC Acquisition I LLC, a Delaware limited liability
company ("BCC"), or registered assigns, is entitled to subscribe for and
purchase from Medarex, Inc., a New Jersey corporation (hereinafter called the
"Company"), at the price of $10.00 per share (such price, as from time to time
to be adjusted as hereinafter provided), being hereinafter called the "Warrant
Price", at any time and from time to time after the issuance hereof but not
later than the Expiration Date (as defined below), up to [ _________ ] fully
paid, nonassessable shares of Common Stock (as defined below), par value $.01
per share, of the Company, subject, however, to the provisions and upon the
terms and conditions hereinafter set forth, including without limitation the
provisions of Section 2 hereof (the "Warrant"). "Expiration Date" shall mean
5:00 P.M., New York City time, on July ___, 2005, which is seven years from the
date hereof, or if not a Business Day, as defined herein, at 5:00 P.M., New York
City time, on the next Business Day. "Business Day" shall mean a day other than
a Saturday, Sunday or other day on which banks in the State of California or New
York are authorized by law to remain closed.
SECTION 1. EXERCISE OF WARRANT
(a) CASH EXERCISE
This Warrant may be exercised, at any time and from time to time after
the issuance hereof but not later than the Expiration Date, by the holder hereof
or its permitted assigns (hereinafter referred to as the "Warrantholder"), in
whole or in part (but not as to a fractional share of Common Stock and in no
event for less than 100 shares, unless less than an aggregate of 100 shares are
then purchasable under all outstanding Warrants held by a Warrantholder), by the
completion of the subscription form attached hereto as Exhibit A, and by the
surrender of this Warrant (properly endorsed) at the Company's offices at 0000
Xxxxx 00 Xxxx, Xxxxxxxxx, Xxx Xxxxxx, 00000 (or at such other location in the
United States as it may designate by notice in writing to the Warrantholder at
the address of the Warrantholder appearing on the books of the Company), and by
payment to the Company of the Warrant Price, in cash or by certified or official
bank check, for each share being purchased.
(b) NET EXERCISE
Notwithstanding anything to the contrary contained in Subsection 1(a),
the Warrantholder may elect to exercise this Warrant and receive shares on a net
exercise basis in an amount equal to the value of this Warrant by delivery of
the subscription form attached hereto as Exhibit A, and surrender of this
Warrant at the address set forth in Section 1(a), above, in which event the
Company shall issue to Holder a number of shares computed using the following
formula:
X = (P)(Y)(A-B)
-----------
A
Where: X = the number of shares of Common Stock to be issued to
Holder.
P = a fraction, the numerator of which is the number of
shares of Common Stock with respect to which this Warrant
is being exercised and the denominator of which is Y,
expressed as a percentage.
Y = the number of shares of Common Stock issuable upon
exercise of this Warrant.
A = the current Market Price, as defined and determined
pursuant to Subsection 1(d), of one share of Common
Stock.
B = Warrant Price.
-2-
(c) PROCEDURE FOR EXERCISE
In the event of any exercise of the rights represented by this Warrant,
a certificate or certificates for the total number of whole shares of Common
Stock so purchased, registered in the name of the Warrantholder, shall be
delivered to the Warrantholder within a reasonable time, not exceeding five
Business Days, after the rights represented by this Warrant shall have been so
exercised; and, unless this Warrant has expired, a new Warrant representing the
remaining number of shares (except a remaining fractional share), if any, with
respect to which this Warrant shall not then have been exercised shall also be
issued to the Warrantholder within such time. With respect to any such
exercise, the Warrantholder shall for all purposes be deemed to have become the
holder of record of the number of shares of Common Stock evidenced by such
certificate or certificates from the date on which this Warrant was surrendered
and if exercise is pursuant to Section 1(a), payment of the Warrant Price was
made, irrespective of the date of delivery of such certificate, except that, if
the date of such surrender and payment is a date on which the stock transfer
books of the Company are closed, such person shall be deemed to have been the
holder of such shares at the close of business on the next succeeding date on
which the stock transfer books are open. No fractional shares shall be issued
upon exercise of this Warrant and no payment or adjustment shall be made upon
any exercise on account of any cash dividends on the Common Stock issued upon
such exercise. If any fractional interest in a share of Common Stock would,
except for the provisions of this Section 1, be delivered upon any such
exercise, the Company, in lieu of delivering the fractional share thereof, shall
pay to the Warrantholder an amount in cash equal to the current Market Price, of
such fractional interest, as determined below.
(d) CURRENT MARKET PRICE
For any computation hereunder, the current Market Price per share of
Common Stock on any date shall be deemed to be the average of the daily market
price per share for the 30 consecutive Trading Days (as defined below)
commencing 45 Trading Days before the date in question. The daily market price
per share shall be the closing sale price (or, if no closing sale price is
reported, the closing bid price) of the Common Stock on the primary national
securities market or exchange on which the Company's Common Stock trades
(currently the National Association of Securities Dealers Automated Quotation
System ("Nasdaq")). If Market Price cannot be established as described above,
Market Price shall be the fair market value of the Common Stock as determined in
good faith by the Board of Directors. "Trading Day" is defined as a day on
which Nasdaq or the principal national securities exchange on which the Common
Stock is listed or admitted to trading is open for the transaction of business.
-3-
SECTION 2. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES
The Warrant Price and the number and kind of shares issuable hereunder
shall be subject to adjustment from time to time upon the happening of certain
events as provided in this Section 2.
(a) ADJUSTMENTS
(1) If at any time prior to the exercise of this Warrant in
full, the Company shall (A) declare a dividend or make a distribution on the
Common Stock payable in shares of its capital stock (whether shares of Common
Stock or of capital stock of any other class); (B) subdivide, reclassify or
recapitalize its outstanding Common Stock into a greater number of shares;
(C) combine, reclassify or recapitalize its outstanding Common Stock into a
smaller number of shares, or (D) issue any shares of its capital stock by
reclassification of its Common Stock (excluding any such reclassification in
connection with a consolidation or a merger), the Warrant Price in effect at the
time of the record date of such dividend, distribution, subdivision,
combination, reclassification or recapitalization shall be adjusted as
appropriate in proportion to such increase or decrease in outstanding shares.
Upon each such adjustment of the Warrant Price, as provided in this Section 2,
the Warrantholder shall thereafter be entitled to purchase, at the Warrant Price
resulting from such adjustment, the number of shares (calculated to the nearest
tenth of a share) obtained by multiplying the Warrant Price in effect
immediately prior to such adjustment by the number of shares purchasable
pursuant hereto immediately prior to such adjustment and dividing the product
thereof by the Warrant Price resulting from such adjustment. Any adjustment
required by this Section 2(a) shall be made successively immediately after the
record date, in the case of a dividend or distribution, or the effective date,
in the case of a subdivision, combination, reclassification or recapitalization,
to allow the purchase of such aggregate number and kind of shares.
(2) If at any time prior to the exercise of this Warrant in
full, the Company shall make a distribution to all holders of the Common Stock
of stock of a subsidiary or securities convertible into or exercisable for such
stock, then in lieu of an adjustment in the Warrant Price or the number of
shares of Common Stock purchasable upon the exercise of this Warrant, each
Warrantholder, upon the exercise hereof at any time after such distribution,
shall be entitled to receive from the Company, such subsidiary or both, as the
Company shall determine, the stock or other securities to which such
Warrantholder would have been entitled if such Warrantholder had exercised this
Warrant immediately prior thereto, all subject to further adjustment as provided
in this Section 2, and the Company shall reserve,
-4-
for the life of the Warrant, such securities of such subsidiary or other
corporation (together with any dividends or interest paid thereon); provided,
however, that no further adjustment in respect of dividends or interest on such
stock or other securities shall be made during the term of this Warrant or upon
its exercise.
(3) If at any time prior to the exercise of this Warrant in
full, the Company shall issue rights or warrants to all holders of Common Stock
as such entitling them (for a period expiring within ninety days after the
record date of the determination of stockholders entitled to receive the same),
to subscribe for or purchase Common Stock at a price per share less than the
current Market Price per share (as defined below) on such record date, then, in
each such case the number of shares subject to this Warrant thereafter
purchasable upon the exercise of this Warrant shall be determined by multiplying
the number of shares of Common Stock theretofore purchasable upon exercise of
this Warrant by a fraction, of which the numerator shall be the number of shares
of Common Stock outstanding on the date of issuance of such rights or warrants,
plus the number of additional shares of Common Stock offered for subscription or
purchase, and of which the denominator shall be the number of shares of Common
Stock outstanding on the date of issuance of such rights or warrants, plus the
number of shares that the aggregate offering price of the total number of shares
of Common Stock so offered would purchase at such current Market Price. In the
event of such adjustment, the Warrant Price shall be proportionately reduced.
For purposes of this Section 2(a)(3), the issuance of rights or warrants to
subscribe for or purchase securities convertible into Common Stock shall be
deemed to be the issuance of rights or warrants to purchase the Common Stock
into which such securities are convertible at an aggregate offering price equal
to the aggregate offering price of such securities plus the minimum aggregate
amount (if any) payable upon conversion of such securities into Common Stock.
(4) If at any time prior to the exercise of this Warrant in
full, the Company shall distribute to all holders of its Common Stock evidence
of indebtedness of the Company or assets of the Company (excluding cash
dividends or distributions out of earned surplus) or rights or warrants to
subscribe for securities of the Company (excluding those referred to in Sections
2(a)(2) or (3) above), then in each case the Warrant Price shall be adjusted to
a price determined by multiplying the Warrant Price in effect immediately prior
to such distribution by a fraction, the numerator of which shall be the
difference of (i) the then current Market Price per share of Common Stock (as
defined below) on the record date for determination of stockholders entitled to
receive such distribution, LESS (ii) the then fair value (as determined by the
Board of Directors of the Company, whose determination shall be conclusive) of
the portion of the assets or evidence of
-5-
indebtedness so distributed or of such subscription rights or warrants which are
applicable to one share of Common stock, and the denominator of which shall be
the Market Price per share of Common Stock, provided, however, that if the then
current Market Price per share of Common Stock on the record date for
determination of stockholders entitled to receive such distribution is less than
the then fair value of the portion of the assets or evidence of indebtedness so
distributed or of such subscription rights or warrants which are applicable to
one share of Common Stock, the foregoing adjustment of the Warrant Price shall
not be made and in lieu thereof each Warrantholder, upon the exercise of this
Warrant at any time after such distribution, shall be entitled to receive from
the Company the kind and number of assets, evidence of indebtedness,
subscription rights and warrants (or, in the event of the redemption of such
evidence of indebtedness, subscription rights or warrants, any cash paid in
respect of such redemption) that such Warrantholder would have owned or have
been entitled to receive after the happening in such distribution had such
Warrant been exercised immediately prior to the record date of such
distribution.
(5) For purposes of any computation under this Section 2(a),
the current Market Price per share of Common Stock on any date shall be deemed
calculated as provided in Section 1(d).
(6) No adjustment in the Warrant Price shall be required
unless such adjustment would require an increase or decrease of at least five
cents ($.05) in such price; provided, however, that any adjustments which by
reason of this Section 2(a)(6) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
under this Section 2(a) shall be made to the nearest cent or to the nearest one
hundredth of a share, as the ease may be. Notwithstanding anything in this
Section 2(a) to the contrary, (i) except for adjustments pursuant to Section
2(a)(1), the Warrant Price shall not be increased, and (ii) the Warrant Price
shall not be reduced to less than the then existing par value of the Common
Stock as a result of any adjustment made hereunder.
(7) In the event that at any time, as the result of any
adjustment made pursuant to this Section 2(a), the Warrantholder thereafter
shall become entitled to receive any securities other than Common Stock,
thereafter the number of such other securities so receivable, upon exercise of
any Warrant shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to the
Common Stock contained in Section 2(a).
-6-
(b) NO ADJUSTMENT FOR DIVIDENDS
Except as provided in Section 2(a) of this Warrant, no adjustment in
respect of any cash dividends shall be made during the term of this Warrant or
upon the exercise of this Warrant.
(c) CORPORATE REORGANIZATION, CONSOLIDATION OR MERGER
Subject to the conditions of Section 2(d), the Company shall not
reorganize, or consolidate with, or merge into a partnership, corporation, or
other entity (other than a reorganization, consolidation, or merger, in which
the Company is the surviving entity) or transfer all or substantially all of its
assets to another entity (any one of which shall constitute a "Reorganization"),
unless the Warrantholder, upon the exercise of the Warrant at any time after the
consummation of such Reorganization, shall be entitled to receive, in the same
manner as specified in this Warrant, the stock or other securities or property
to which the Warrantholder would have been entitled upon such consummation if
the Warrantholder had exercised the Warrant on or before the record date for
such Reorganization. Any new entity formed upon or existing as a surviving
entity after any such Reorganization shall be deemed the "Company" for purposes
of this Warrant. The terms of this Warrant shall survive the consummation of
any such Reorganization, and the Warrant shall thereafter be applicable to the
shares of stock or other securities or property to which the Warrantholder would
have been entitled upon such consummation if the Warrantholder had exercised the
Warrant on or before the record date for such Reorganization. The Company shall
not effect any Reorganization, unless prior to or simultaneously with the
consummation thereof, the successor or surviving entity after such
Reorganization shall assume, by written instrument, (i) the obligation to
deliver to the Warrantholder such shares of stock, or other securities or
property as, in accordance with the foregoing provisions, the Warrantholder may
be entitled to purchase and (ii) the other obligations of the Company under this
Warrant.
(d) NOTICE OF REORGANIZATION
Notice of any contemplated Reorganization, and the proposed terms
thereof, including specifically the manner in which the requirements of Section
3(c) will be met, shall be given to the Warrantholder at least twenty (20) days
before the proposed consummation of such Reorganization.
(e) TREATMENT OF WARRANTHOLDER
Prior to due presentment for registration of transfer of this Warrant,
the Company may deem and treat the Warrantholder as the absolute owner of this
Warrant
-7-
(notwithstanding any notation of ownership or other writing hereon) for all
purposes and shall not be affected by any notice to the contrary.
(f) NOTICE OF ADJUSTMENT
Upon any Adjustment of the Warrant Price, then and in each such case the
Company shall give written notice thereof, by first-class mail, postage prepaid,
addressed to each Warrantholder at the address of such Holder as shown on the
books of the Company, which notice shall state the Warrant Price resulting from
such adjustment, setting forth in reasonable detail the method of calculation
and the facts upon which such calculation is based.
(g) STOCK TO BE RESERVED
The Company will at all times reserve and keep available out of its
authorized Common Stock, solely for the purpose of issuance upon the exercise of
this Warrant as herein provided, such number of shares of Common Stock as shall
then be issuable upon the exercise of this Warrant. The Company covenants that
all shares of Common Stock which shall be so issued upon full payment of the
Warrant Price therefor or as otherwise set forth herein, shall be duly and
validly issued and fully paid and nonassessable and free from all taxes, liens
and charges with respect to the issue thereof, and, without limiting the
generality of the foregoing, the Company covenants that it will from time to
time take all such action as may be required to ensure that the par value per
share, if any, of the Common Stock is at all times equal to or less than the
effective Warrant Price. The Company will take all such action as may be
necessary to ensure that all such shares of Common Stock may be so issued
without violation of any applicable law or regulation, or of any requirement of
any national securities exchange or automated quotation system upon which the
Common Stock of the Company may be listed. The Company will not take any action
which results in any adjustment of the Warrant Price if the total number of
shares of Common Stock issued and issuable after such action upon exercise of
this Warrant would exceed the total number of shares of Common Stock then
authorized by the Company's Certificate of Incorporation. The Company has not
granted and will not grant any right of first refusal with respect to shares
issuable upon exercise of this Warrant, and there are no preemptive rights
associated with such shares.
(h) ISSUE TAX
The issuance of certificates for shares of Common Stock upon exercise of
any Warrant shall be made without a charge to the Warrantholder for any issuance
tax in respect thereof, provided that the Company shall not be required to pay
any tax which may be
-8-
payable in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than that of the Warrantholder.
(i) CLOSING OF BOOKS
The Company will at no time close its transfer books against the
transfer of the shares of Common Stock issued or issuable upon the exercise of
this Warrant in any manner which interferes with the timely exercise of this
Warrant.
(j) DEFINITION OF COMMON STOCK
Subject to the provisions of this Section 2, the shares purchasable
pursuant to this Warrant shall include only securities designated as Common
Stock of the Company. As used herein, the term "Common Stock" shall mean and
include the Common Stock, par value $.01, of the Company as authorized on the
date hereof, or shares of any class or classes resulting from any
recapitalization or reclassification thereof which are not limited to any fixed
sum or percentage and are not subject to redemption by the Company and in case
at any time there shall be more than one such resulting class, the shares of
each class then so issuable shall be substantially in the proportion which the
total number of shares of such class resulting from all such reclassification
bears to the total number of shares of all such classes resulting from all such
reclassification.
SECTION 3. Registration Rights
(a) SHELF REGISTRATION STATEMENT
Reference is made to that certain Rights Exchange Agreement by and
between the Company and BCC, dated June ___, 1998 ("Exchange Agreement"), the
provisions of which relating to registration rights for the Common Stock
issuable upon exercise of this Warrant are incorporated herein by this
reference. The Company shall file a shelf registration statement fully in
compliance with Section 12 of the Exchange Agreement.
(b) INDEMNIFICATION
The indemnification provisions set forth in Section 12.3 of the Exchange
Agreement, incorporated herein by this reference, shall govern this Warrant.
SECTION 4. NOTICES OF RECORD DATES
In the event of:
(a) any taking by the Company of a record of the holders of
any class of securities for the purpose of determining the holders thereof who
are
-9-
entitled to receive any dividend or other distribution (other than cash
dividends out of earned surplus), or any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities or
property, or to receive any right to sell shares of stock of any class or any
other right; or
(b) any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the Company or any
transfer of all or substantially all the assets of the Company to or
consolidation or merger of the Company with or into any other corporation or
entity; or
(c) any voluntary or involuntary dissolution, liquidation or
winding-up of the Company; or
(d) any other action which would represent an adjustment in
accordance with Section 2 hereof;
then in each such event the Company will give notice to the
Warrantholder specifying (1) the date on which any such record is to be taken
for the purpose of such dividend, distribution, right or other event and stating
the amount and character of such dividend, distribution, right, or other event
and (2) the date on which any such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or
winding-up is to take place, and the time, if any is to be fixed, as of which
the holders of record of Common Stock will be entitled to exchange their shares
of Common Stock for securities or other property deliverable upon such
reorganization, reclassification, recapitalization, transfer, consolidation,
merger, dissolution, liquidation or winding-up. Such notice shall be given at
least 20 days and not more than 90 days prior to the date therein specified, and
such notice shall state that the action in question or the record date is
subject to the effectiveness of a registration statement under the Securities
Act or to a favorable vote of stockholders, if either is required. Failure to
mail or receive such notice or any defect therein shall not affect the validity
of any action with respect thereto.
SECTION 5. NO STOCKHOLDERS RIGHTS OR LIABILITIES
This Warrant shall not entitle the Warrantholder to any voting rights or
other rights as a stockholder of the Company. No provision hereof, in the
absence of affirmative action by the Warrantholder to purchase shares of Common
Stock, and no mere enumeration herein of the rights or privileges of the
Warrantholder shall give rise to any liability of such Warrantholder for the
Warrant Price or as a stockholder of the Company, whether such liability is
asserted by the Company or by creditors of the Company.
-10-
SECTION 6. LOST, STOLEN, MUTILATED OR DESTROYED WARRANT
In case the certificate or certificates evidencing the Warrants shall be
mutilated, lost, stolen or destroyed, the Company shall, at the request of the
Warrantholder, issue and deliver in exchange and substitution for and upon
cancellation of the mutilated certificate or certificates, or in lieu of and
substitution for the certificate or certificates lost, stolen or destroyed, a
new Warrant certificate or certificates of like tenor and representing an
equivalent right or interest, but only upon receipt of evidence satisfactory to
the Company of such loss, theft or destruction of such Warrant and a bond of
indemnity, if requested, also satisfactory in form and amount at the applicant's
cost. Applicants for such substitute Warrant certificate or certificates shall
also comply with such other reasonable regulations and pay such other reasonable
charges as the Company may prescribe.
SECTION 7. NOTICES
All notices, requests, consents and other communications hereunder shall
be in writing, shall be sent by confirmed facsimile or mailed by first-class
registered or certified airmail, or nationally recognized overnight express
courier, postage prepaid, and shall be deemed given when so sent in the case of
facsimile transmission, or when so received in the case of mail or courier, and
addressed as follows:
(a) if to the Company, to:
Medarex, Inc.
0000 Xxxxx 00 Xxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxx, President
Phone: (000) 000-0000
Fax: (000) 000-0000
with a copy to:
Xxxxxxxxx, Xxxxxxxx, Xxxxx & Xxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxxx, Esq.
Phone: (000) 000-0000
Fax: (000) 000-0000/9607
-11-
(b) if to the Purchaser, to:
Bay City Capital
000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxxx, Chief Financial Officer
Phone: (000) 000-0000
Fax: (000) 000-0000
with a copy to:
Xxxxxx, Xxxxxx, Xxxxx & XxXxxxxxx
000 Xxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx, Esq.
Phone: (000) 000-0000
Fax: (000) 000-0000
Any change of an address set forth in this Section 7 may be accomplished by
means of a notice sent in accordance with the terms of this Section 7.
SECTION 8. TRANSFER
This Warrant is non-transferable, except with the prior written consent
of the Company, provided, however, that transfers may be made to an affiliate of
the Warrantholder without prior written consent of the Company. Any transfer or
assignment hereunder shall be in the form of Exhibit B attached hereto.
SECTION 9. AMENDMENTS AND WAIVERS
This Warrant and any term hereof may be changed, waived, discharged or
terminated only by an instrument in writing signed by the party against which
enforcement of such change, waiver, discharge or termination is sought.
SECTION 10. SEVERABILITY
If one or more provisions of this Warrant are held to be unenforceable
under applicable law, such provisions shall be excluded from this Warrant, and
the balance of this Warrant shall be interpreted as if such provision were so
excluded and shall be enforceable in accordance with its terms.
-12-
SECTION 11. GOVERNING LAW
This Warrant shall be governed by and construed under the laws of the
State of New Jersey without regard to conflict of law principles.
SECTION 12. HEADINGS
The headings in this Warrant are for purposes of reference only and
shall not limit or otherwise affect any of the terms hereof.
SECTION 13. COUNTERPARTS
This Warrant may be executed in any number of counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the Company and BCC have executed this Warrant on
and as of the day and year first above written.
Medarex, Inc.,
a New Jersey corporation
-----------------------------------
Name
-----------------------------------
Title
BCC Acquisition I LLC,
a Delaware limited liability company
-----------------------------------
Name
-----------------------------------
Title
-13-
EXHIBIT A
SUBSCRIPTION FORM
(To be executed upon exercise of this Warrant)
The undersigned hereby irrevocably elects to exercise the right of
purchaser represented by the within Warrant for, and to purchase thereunder,
___________ shares of Common Stock, as provided for therein, and either tenders
herewith payment of the purchase price in full in the form of cash or a
certified or official bank check in the amount of $__________ or, if the
undersigned elects pursuant to Section 1(b) of the within Warrant to convert
such Warrant into Common Stock by net exercise, the undersigned exercises the
within Warrant by exchange under the terms of Section 1(b).
Please issue a certificate or certificates for such Common Stock in the
name of and pay any cash for any fractional share to:
Name:
-----------------------------------
Address:
--------------------------------
Tax I.D. No:
----------------------------
Signature
of Authorized Agent:
--------------------
Print Name:
-----------------------------
Note: The above signature must 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 number of shares.
-14-
Signature Guaranteed:
----------------------------------
(Signature must be guaranteed by a bank or trust company having an
office or correspondence in the United States or by a member firm of a
registered securities exchange or the National Association of Security Dealers,
Inc.)
-15-
EXHIBIT B
ASSIGNMENT
(To be executed only upon assignment of Warrant)
For value received, ___________________________ hereby sells, assigns,
and transfers unto ______________________ the within Warrant Certificate,
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 Warrants set forth below,
with full power of substitution in the premises:
Name(s) of
Assignee(s)/Address No. of Warrants
------------------- ---------------
And if said number of Warrants shall not be all the Warrants represented by the
Warrant, a new Warrant is to be issued in the name of said undersigned for the
balance remaining of the Warrants registered by said Warrant.
Dated: Signature:
----------------------------------
Note: The above signature must correspond
exactly with the name on the face of
this Warrant
Signature Guaranteed:
--------------------------------------
(Signature must be guaranteed by a bank or trust company having an
office or correspondence in the United States or by a member firm of a
registered securities exchange or the National Association of Security Dealers,
Inc.)
-16-
