EXHIBIT 4.10
THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES
ISSUABLE UPON EXERCISE HEREOF MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), (ii) AN EXEMPTION FROM
REGISTRATION, OR (iii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH
ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF
SECURITIES).
THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THE ATTACHED
WARRANT CERTIFICATE ARE RESTRICTED IN ACCORDANCE WITH THE TERMS
PROVIDED HEREIN.]
WARRANT AGREEMENT
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WARRANT AGREEMENT dated August 25, 2005 between ENUCLEUS INC., a Delaware
corporation (the "Company"), and Liberty Company Financial LLC (the
"Purchaser").
WHEREAS, the Company hereby grants to Liberty Company Financial LLC or its
registered assigns (the "Registered Holder") the right to purchase from the
Company 300,000 shares of Common Stock ("Common Stock" as adjusted from time to
time hereunder) at a price per share of $0.36 as adjusted from time to time
hereunder, (the "Exercise Price"). Certain capitalized terms used herein are
defined in Section 5 hereof. The amount and kind of securities obtainable
pursuant to the rights granted hereunder and the purchase price for such
securities are subject to adjustment pursuant to the provisions contained in
this Warrant.
This Warrant is subject to the following provisions:
Section 1. Exercise of Warrant.
1.1. Exercise Period. The Registered Holder may exercise, in whole or
in part, the purchase rights represented by this Warrant at any time and from
time to time after August 25, 2005 (hereinafter, the "Commencement Date") up to
and including 5:00 p.m., New York time, on the fifth anniversary of the
Commencement Date or, if such day is not a Business Day, on the next preceding
Business Day (the "Exercise Period"). The Company shall give the Registered
Holder written notice of the expiration of the rights hereunder at least thirty
(30) days but not more than ninety (90) days prior to the end of the Exercise
Period.
1.2. Exercise Procedure.
(a) This Warrant shall be deemed to have been exercised when the
Company has received all of the following items (the "Exercise Time"):
(i) a completed Exercise Agreement, as described in
paragraph 1.3 below, executed by the Person exercising all or part of
the purchase rights represented by this Warrant (the "Purchaser");
(ii) this Warrant;
(iii) if this Warrant is not registered in the name of the
Purchaser, an Assignment or Assignments evidencing the assignment of
this Warrant to the Purchaser, in which case the Registered Holder
shall have complied with the provisions set forth in Section 7 hereof;
and
(iv) either (1) a check payable to the Company in an amount
equal to the product of the Exercise Price multiplied by the number of
shares of Common Stock being purchased upon such exercise (the
"Aggregate Exercise Price"), (2) the surrender to the Company of debt
or equity securities of the Company having a Fair Market Value equal
to the Aggregate Exercise Price of the Common Stock being purchased
upon such exercise (provided, that for purposes of this subparagraph,
the Fair Market Value of any note or other debt security or any Common
Stock shall be deemed to be equal to the aggregate outstanding
principal amount or liquidation value thereof plus all accrued and
unpaid interest thereon or accrued or declared and unpaid dividends
thereon) or (3) a written notice to the Company that the Purchaser is
exercising the Warrant (or a portion thereof) on a "cashless" basis by
authorizing the Company to withhold from issuance a number of shares
of Common Stock issuable upon such exercise of the Warrant which when
multiplied by the Fair Market Value of the Common Stock is equal to
the Aggregate Exercise Price (and such withheld shares shall no longer
be issuable under this Warrant).
(b) Certificates for shares of Common Stock purchased upon
exercise of this Warrant shall be delivered by the Company to the Purchaser
within three (3) Business Days after the date of the Exercise Time. Unless this
Warrant has expired or all of the purchase rights represented hereby have been
exercised, the Company shall prepare a new Warrant, substantially identical
hereto, representing the rights formerly represented by this Warrant which have
not expired or been exercised and shall within such three-day period, deliver
such new Warrant to the Person designated for delivery in the Exercise
Agreement.
(c) The Common Stock issuable upon the exercise of this Warrant
shall be deemed to have been issued to the Purchaser at the Exercise Time, and
the Purchaser shall be deemed for all purposes to have become the record holder
of such Common Stock at the Exercise Time.
(d) The issuance of certificates for shares of Common Stock upon
exercise of this Warrant shall be made without charge to the Registered Holder
or the Purchaser for any issuance tax in respect thereof or other cost incurred
by the Company in connection with such exercise and the related issuance of
shares of Common Stock. Each share of Common Stock issuable upon exercise of
this Warrant shall upon payment of the Exercise Price therefor, be fully paid
and nonassessable and free from all liens and charges with respect to the
issuance thereof.
(e) The Company shall not close its books against the transfer of
this Warrant or of any share of Common Stock issued or issuable upon the
exercise of this Warrant in any manner which interferes with the timely exercise
of this Warrant. The Company shall from time to time take all such action as may
be necessary to assure that the par value per share of the unissued Common Stock
acquirable upon exercise of this Warrant is at all times equal to or less than
the Exercise Price then in effect.
(f) The Company shall assist and cooperate with any Registered
Holder or Purchaser required to make any governmental filings or obtain any
governmental approvals prior to or in connection with any exercise of this
Warrant (including, without limitation, making any filings required to be made
by the Company).
(g) Notwithstanding any other provision hereof, if an exercise of
all or any portion of this Warrant is to be made in connection with a registered
public offering, a sale of the Company or any transaction or event, including a
Qualified Public Offering, such exercise may, at the election of the Registered
Holder hereof, be conditioned upon the consummation of such transaction or event
in which case such exercise shall not be deemed to be effective until the
consummation of such transaction or event.
(h) The Company shall at all times reserve and keep available out
of its authorized but unissued shares of Common Stock solely for the purpose of
issuance upon the exercise of the Warrants, such number of shares of Common
Stock as are issuable upon the exercise of all outstanding Warrants. All shares
of Common Stock which are so issuable shall, when issued, be duly and validly
issued, fully paid and nonassessable and free from all taxes, liens and charges.
The Company shall take all such actions as may be necessary to assure that all
such shares of Common Stock may be so issued without violation of any applicable
law or governmental regulation or any requirements of any domestic securities
exchange upon which shares of Common Stock may be listed (except for official
notice of issuance which shall be immediately delivered by the Company upon each
such issuance). The Company shall not take any action which would cause the
number of authorized but unissued shares of Common Stock to be less than the
number of such shares required to be reserved hereunder for issuance upon
exercise of the Warrants.
1.3. Exercise Agreement. Upon any exercise of this Warrant, the
Exercise Agreement shall be substantially in the form set forth in either
Exhibit I or Exhibit II attached hereto, except that if the shares of Common
Stock are not to be issued in the name of the Person in whose name this Warrant
is registered, the Exercise Agreement shall also state the name of the Person to
whom the certificates for the shares of Common Stock are to be issued, and if
the number of shares of Common Stock to be issued does not include all the
shares of Common Stock purchasable hereunder, it shall also state the name of
the Person to whom a new Warrant for the unexercised portion of the rights
hereunder is to be delivered. Such Exercise Agreement shall be dated the actual
date of execution thereof.
1.4. Fractional Shares. If the Common Stock is listed on any
securities exchange or quoted on the NASDAQ Stock Market System or the
over-the-counter market and a fractional share of Common Stock would, but for
the provisions of this paragraph 1.4, be issuable upon exercise of the rights
represented by this Warrant, the Company shall, within five (5) Business Days
after the date of the Exercise Time, deliver to the Purchaser a check payable to
the Purchaser in lieu of such fractional share in an amount equal to the
difference between Fair Market Value of such fractional share as of the date of
the Exercise Time and the Exercise Price of such fractional share.
Section 2. Adjustment of Exercise Price and Number of Shares of Common
Stock. In order to prevent dilution of the rights granted under this Warrant and
grant the holder hereof certain additional rights, the Exercise Price and the
number of shares of Common Stock obtainable upon exercise of this Warrant shall
be subject to adjustment from time to time as provided in this Section 2.
2.1. Subdivision and Combination. In case the Company shall at any
time subdivide or combine the outstanding shares of Common Stock, the Exercise
Price shall forthwith be proportionately decreased in the case of subdivision or
increased in the case of combination.
2.2. Adjustment in Number of Securities. Upon each adjustment of the
Exercise Price pursuant to the provisions of this Section 2, the number of
Warrant Securities issuable upon the exercise of each Warrant shall be adjusted
to the nearest full amount by multiplying a number equal to the Exercise Price
in effect immediately prior to such adjustment by the number of Warrant
Securities issuable upon exercise of the Warrants immediately prior to such
adjustment and dividing the product so obtained by the adjusted Exercise Price.
2.3. Merger or Consolidation. In case of any consolidation of the
Company with, or merger of the Company with, or merger of the Company into, or
sale by the Company of all or substantially all of its assets to another
corporation (other than a consolidation or merger which does not result in any
reclassification or change of the outstanding Common Stock), the corporation
formed by such consolidation or merger or acquiror of such assets shall execute
and deliver to the Holder a supplemental warrant agreement providing that the
Holder of each Warrant then outstanding or to be outstanding shall have the
right thereafter (until the expiration of such Warrant) to receive, upon
exercise of such Warrant, the kind and amount of shares of stock and other
securities and property receivable upon such consolidation or merger, by a
holder of the number of shares of Common Stock of the Company for which such
Warrant might have been exercised immediately prior to such consolidation,
merger, sale or transfer. Such supplemental warrant agreement shall provide for
adjustments which shall be identical to the adjustments provided in Section 2.
The above provision of this Subsection shall similarly apply to successive
consolidations or mergers.
2.4. Dividends and Other Distributions. In the event that the Company
shall at any time prior to the exercise of all Warrants declare a dividend
(other than a dividend consisting solely of shares of Common Stock) or otherwise
distribute to its stockholders any assets, property, rights, evidences of
indebtedness, securities (other than shares of Common Stock), whether issued by
the Company or by another, or any other thing of value, the Holders of the
unexercised Warrants shall thereafter be entitled, in addition to the shares of
Common Stock or other securities and property receivable under the exercise
thereof, to receive, upon the exercise of such Warrants, the same property,
assets, rights, evidences of indebtedness, securities or any other thing of
value that they would have been entitled to receive at the time of such dividend
or distribution as if the Warrants had been exercised immediately prior to such
dividend or distribution. At the time of any such dividend or distribution, the
Company shall make appropriate reserves to ensure the timely performance of the
provisions of this Subsection 2.8.
2.5. Notices.
(a)Immediately upon any adjustment of the Exercise Price, the Company
shall give written notice thereof to the Registered Holder, setting forth in
reasonable detail and certifying the calculation of such adjustment.
(b)The Company shall give written notice to the Registered Holder at
least twenty (20) days prior to the date on which the Company closes its books
or takes a record (A) with respect to any dividend or distribution upon the
Common Stock, or (B) for determining rights to vote with respect to any
Qualified Public Offering, Liquidation Event, Organic Change or other
dissolution or liquidation.
(c)The Company shall also give written notice to the Registered
Holders at least twenty (20) days prior to the date on which any Qualified
Public Offering, Liquidation Event, Organic Change or other dissolution or
liquidation shall take place.
Section 3. Liquidating Dividends. If the Company declares or pays a
dividend upon the Common Stock payable otherwise than in cash out of earnings or
earned surplus (determined in accordance with generally accepted accounting
principles, consistently applied) except for a stock dividend payable in shares
of Common Stock (a "Liquidating Dividend"), then the Company shall pay to the
Registered Holder of this Warrant at the time of payment thereof the Liquidating
Dividend which would have been paid to such Registered Holder on the Common
Stock had this Warrant been fully exercised immediately prior to the date on
which a record is taken for such Liquidating Dividend, or, if no record is
taken, the date as of which the record holders of Common Stock entitled to such
dividends are to be determined.
Section 4. Definitions. The following terms have meanings set forth
below:
"Board of Directors" means the board of directors of the Company.
"Business Day" means any day other than a Saturday, a Sunday or a day
on which banks in New York City are authorized or obligated by law or executive
order to close.
"Common Stock" means the Company's Common Stock, par value $0.001 per
Share.
"Exchange Act" means the Securities and Exchange Act of 1934, as
amended.
"Fair Market Value" means as to any security, the greater of either
(i) the closing price on the day "Fair Market Value" is to be determined or (ii)
the average of the closing prices of such security's sales on the New York Stock
Exchange, the American Stock Exchange or any other domestic securities exchanges
on which such security may at the time be listed, or, if there have been no
sales on any such exchange on any day, the average of the highest bid and lowest
asked prices on all such exchanges at the end of such day, or, if on any day
such security is not so listed, the average of the representative bid and asked
prices quoted in the NASDAQ Stock Market as of 4:00 P.M., New York time, on such
day, or, if on any day such security is not quoted in the NASDAQ Stock Market,
the average of the highest bid and lowest asked prices on such day in the
domestic over-the-counter market as reported by the National Quotation Bureau,
Incorporated, or any similar successor organization (collectively, a "Securities
Exchange"), in each such case averaged over a period of three (3) days
consisting of the day as of which "Fair Market Value" is being determined and
the two (2) consecutive Business Days prior to such day. If at any time such
security is not listed or quoted on any Securities Exchange, the "Fair Market
Value" shall be the fair value thereof determined jointly by the Company and the
Registered Holders of Warrants representing a Majority of the Common Stock
purchasable upon exercise of all the Warrants then outstanding; provided, that
if such parties are unable to reach agreement within a reasonable period of
time, such fair value shall be determined by an appraiser jointly selected by
the Company and the Registered Holders of Warrants representing two-thirds of
the Common Stock purchasable upon exercise of all the Warrants then outstanding.
The determination of such appraiser shall be final and binding on the Company
and the Registered Holders of the Warrants, and the fees and expenses of such
appraiser shall be paid by the Company.
"Liquidation Event" means (a) the liquidation, dissolution or winding
up of the Company, (b) any merger, reorganization or consolidation to which the
Company is a party, except for a merger, reorganization or consolidation in
which the Company is the surviving Company, the terms of the Warrants or Common
Stock are not changed and neither the Warrants nor Common Stock are exchanged
for cash, securities or other property, and after giving effect to such merger,
reorganization or consolidation, the holders of the Company's outstanding
capital stock possessing a majority of the voting power (under ordinary
circumstances) to elect a majority of the Board of Directors immediately prior
to the merger, reorganization or consolidation shall continue to own the
Company's outstanding capital stock possessing the voting power (under ordinary
circumstances) to elect a majority of the Board of Directors, (c) any sale or
transfer of more than 50% of the assets of the Company and its Subsidiaries on a
consolidated basis (measured either by book value in accordance with generally
accepted accounting principles consistently applied or by fair market value
determined in the reasonable good faith judgment of the Board of Directors) in
any transaction or series of transactions and (d) any sale, transfer or issuance
or series of sales, transfers and/or issuances of securities by the Company or
any holders thereof which results in either (i) any Person or group of Persons
(as the term "group" is used under the Exchange Act), beneficially owning (as
such term is used in the Exchange Act) more than 50% of the voting securities of
the Company outstanding or on a fully diluted basis at the time of such sale,
transfer or issuance or series of sales, transfers and/or issuances or (ii)
Persons beneficially owning the voting securities of the Company outstanding or
on a fully diluted basis at the time of such sale, transfer or issuance or
series of sales, transfers and/or issuances beneficially owning less than 50% of
the voting securities of the Company outstanding or on a fully diluted basis
following such sale, transfer or issuance or series of sales, transfers and/or
issuances.
"Person" means an individual, a partnership, a joint venture, a
corporation, a limited liability company, a trust, an unincorporated
organization and a government or any department or agency thereof.
"Common Stock" means the Company's Common Stock, par value $0.001 per
share.
"Qualified Public Offering" means the sale, in an underwritten public
offering registered under the Securities Act, of shares of Common Stock having
(a) a per share value (based on the aggregate proceeds received by the Company
in such offering, prior to applicable underwriting discounts or commissions) of
at least three (3) times the Exercise Price in effect immediately prior to the
time of such sale and (b) an aggregate value (based on the aggregate proceeds
received by the Company in such offering, prior to applicable underwriting
discounts or commissions) of at least $5 million, and which are listed on any
securities exchange or quoted on the NASDAQ Stock Market System or the
over-the-counter market following such offering.
Other capitalized terms used in this Warrant but not defined herein
shall have the meanings set forth in the Purchase Agreement.
Section 5. No Voting Rights; Limitations of Liability. This Warrant
shall have voting rights as provided in the Company's Certificate of
Incorporation. No provision hereof, in the absence of affirmative action by the
Registered Holder to purchase Warrant Shares, and no enumeration herein of the
rights or privileges of the Registered Holder shall give rise to any liability
of such Registered Holder for the Exercise Price of Warrant Shares acquirable by
exercise hereof or as a stockholder of the Company.
Section 6. Warrant Transferable. Subject to the transfer conditions
referred to in the legend endorsed hereon, this Warrant and all rights hereunder
are transferable, in whole or in part, without charge to the Registered Holder,
upon surrender of this Warrant with a properly executed Assignment (in the form
of Exhibit III hereto) at the principal office of the Company.
Section 7. Warrant Exchangeable for Different Denominations. This
Warrant is exchangeable, upon the surrender hereof by the Registered Holder at
the principal office of the Company, for new Warrants of like tenor representing
in the aggregate the purchase rights hereunder, and each of such new Warrants
shall represent such portion of such rights as is designated by the Registered
Holder at the time of such surrender. All Warrants representing portions of the
rights hereunder are referred to herein as the "Warrants."
Section 8. Replacement. Upon receipt of evidence reasonably
satisfactory to the Company (an affidavit of the Registered Holder shall be
satisfactory) of the ownership and the loss, theft, destruction or mutilation of
any certificate evidencing this Warrant, and in the case of any such loss, theft
or destruction, upon receipt of an unsecured indemnity agreement of the
Registered Holder in form reasonably satisfactory to the Company, or, in the
case of any such mutilation upon surrender of such certificate, the Company
shall (at its expense) execute and deliver in lieu of such certificate a new
certificate of like kind representing the same rights represented by such lost,
stolen, destroyed or mutilated certificate and dated the date of such lost,
stolen, destroyed or mutilated certificate.
Section 9. Notices. Except as otherwise expressly provided hereunder,
all notices referred to herein shall be in writing and shall be (i) delivered in
person, (ii) transmitted by facsimile, (iii) sent by registered or certified
mail, postage prepaid with return receipt requested, or (iv) sent by reputable
overnight courier service, fees prepaid, to (x) the Company, at its principal
executive offices and (y) to any Registered Holder, at such Registered Holder's
address as it appears in the records of the Company (unless otherwise indicated
by any such Registered Holder). Notices shall be deemed given upon personal
delivery, upon receipt of return receipt in the case of delivery by mail, upon
acknowledgment by the receiving facsimile machine or one day following deposit
with an overnight courier service.
Section 10. Amendment and Waiver. Except as otherwise provided herein,
the provisions of the Warrants may be amended and the Company may take any
action herein prohibited, or omit to perform any act herein required to be
performed by it, only if the Company has obtained the written consent of the
Registered Holders of Warrants representing a majority of the shares of Common
Stock obtainable upon exercise of outstanding Warrants; provided, that no such
action may change the Exercise Price of the Warrants or the number of shares or
class of stock obtainable upon exercise of each Warrant without the written
consent of the Registered Holders of Warrants representing 100% of the shares of
Common Stock obtainable upon exercise of the Warrants.
Section 11. Warrant Register. The Company shall maintain at its
principal executive offices books for the registration and the registration of
transfer of Warrants. The Company may deem and treat the Registered Holder as
the absolute owner hereof (notwithstanding any notation of ownership or other
writing hereon made by anyone) for all purposes and shall not be affected by any
notice to the contrary.
Section 12. Governing Law. The corporate laws of the State of Delaware
shall govern all issues concerning the relative rights of the Company and its
stockholders. ALL OTHER QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY,
ENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MICHIGAN WITHOUT GIVING
EFFECT TO ITS CONFLICT OF LAWS PRINCIPLES. THE PARTIES HERETO FURTHER AGREE AND
ACKNOWLEDGE THAT ANY DISPUTE OR CONTROVERSY ARISING OUT OF OR IN ANY MANNER
WHATSOEVER RELATING TO THIS WARRANT SHALL BE BROUGHT IN THE STATE OR FEDERAL
COURTS OF THE STATE OF MICHIGAN, AND BY EXECUTION AND DELIVERY OF THIS WARRANT
HEREBY (i) ACCEPTS THE JURISDICTION OF THE AFORESAID COURTS; (ii) IRREVOCABLY
AGREES TO BE BOUND BY ANY JUDGMENT OF ANY SUCH COURT WITH RESPECT TO THIS
WARRANT; AND (iii) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE, COURT,
ACTION OR PROCEEDING WITH RESPECT TO THIS WARRANT BROUGHT IN ANY SUCH COURT AND
FURTHER IRREVOCABLY WAIVES ANY SUCH CLAIM THAT ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
Section 13. Headings. The headings of the various sections of this
Warrant have been inserted for reference only and shall not be deemed to be a
part of this Warrant .
Section 14. Specific Performance. The Company, on the one hand, and
the holder of this Warrant, on the other hand, acknowledge that money damages
would not be a sufficient remedy for any breach of this Warrant. It is
accordingly agreed that the parties shall be entitled to specific performance
and injunctive relief as remedies for any such breach, these remedies being in
addition to any of the remedies to which they may be entitled at law or equity.
Section 15. Remedies Cumulative. Except as otherwise provided herein,
the remedies provided herein shall be cumulative and shall not preclude the
assertion by any party hereto of any other rights or the seeking of any other
remedies against any other party hereto.
Section 16. No Third Party Beneficiaries. Except as specifically set
forth or referred to herein, nothing herein is intended or shall be construed to
confer upon any person or entity other than the parties hereto and their
successors or assigns, any rights or remedies under or by reason of this
Warrant.
Section 17. 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.
Section 18. Entire Agreement; Modification. This Warrant contains the
entire understanding between the parties hereto with respect to the subject
matter hereof and may not be modified or amended except by a writing duly signed
by the party against whom enforcement of the modification or amendment is
sought.
Section 19. No Strict Construction. The parties hereto have
participated jointly in the negotiation and drafting of this Warrant. In the
event an ambiguity or question of intent or interpretation arises, this Warrant
shall be construed as if drafted jointly by the parties hereto, and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any of the provisions of this Warrant.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed and
attested by its duly authorized officers under its corporate seal and to be
dated the date hereof.
ENUCLEUS INC.
Dated: ___________________________
By: _______________________________
Name: Xxxxx Xxxxxxxx
Title: Chief Executive Officer
[FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 1.2(a)(iv)]
(Exercise and payment by check or securities)
To: Dated:
The undersigned, pursuant to the provisions set forth in the attached
Warrant (Certificate No. -____), hereby agrees to subscribe for the purchase of
____________ shares of the Common Stock covered by such Warrant and makes
payment herewith in full therefor at the price per share provided by such
Warrant.
Signature:_________________________
Address:___________________________
[FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 1.2(a)(iv)(3)]
(Cashless Exercise)
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase _________________ shares of
Common Stock all in accordance with the terms hereof and Section 1.2(a)(iv)(3)
of the Warrant Agreement. The undersigned requests that a certificate for such
securities be registered in the name of __________________________________
whose address is ___________________________________and that such Certificate
be delivered to _______________________________________whose____________________
________________ address is___________________________________________________.
Dated:
Signature _____________________________________
(Signature must conform in all respects to name of
holder as specified on the face of the Warrant
Certificate.)
________________________________
(Insert Social Security or Other
Identifying Number of Holder)
[FORM OF ASSIGNMENT PURSUANT TO SECTION 1.2(a)(iii)]
(To be executed by the registered holder if such holder desires to transfer the
Warrant Certificate.)
FOR VALUE RECEIVED
hereby sells, assigns and transfers unto
__________________________________________________
(Please print name and address of transferee)
this Warrant Certificate, together with all right, title and interest therein,
and hereby irrevocably constitutes and appoints _______________________________
Attorney, to transfer the within Warrant Certificate on the books of the
within-named Company, with full power of substitution.
Dated:
Signature: ___________________________________
(Signature must confirm in all respects to name of holder as
specified on the face of the Warrant Certificate.)
(Insert Social Security or Other Identifying Number of Assignee).
