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Exhibit 10.8
THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT
BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT OR IN
A TRANSACTION WHICH QUALIFIES AS AN EXEMPT TRANSACTION UNDER THE ACT AND THE
RULES AND REGULATIONS PROMULGATED THEREUNDER.
DATE: SEPTEMBER 7 2000 WARRANT TO PURCHASE
CAPITAL STOCK
NEXTRON COMMUNICATIONS, INC.
STOCK PURCHASE WARRANT
NEXTRON COMMUNICATIONS, INC., a California corporation (the
"Company"), hereby certifies that, for value received, SAFEGUARD 2000 CAPITAL
L.P. (the "holder"), or assigns, is entitled, subject to the terms set forth
below, to purchase from the Company shares of capital stock of the Company as
follows:
(a) if after September 7, 2000 the Company closes an equity
financing, whether public or private, raising not less than $5,000,000 from
investors other than the Holder (the "Next Round Financing"), the Holder of this
Warrant shall have right to purchase up to a number of shares of capital stock
of the class issued in the Next Round Financing ("New Stock") equal to $500,000
divided by the purchase price per share, which shall be equal to the purchase
price per share of the New Stock in the Next Round Financing, subject to the
provisions of Paragraph 3 hereof; or
(b) if the Company does not close a Next Round Financing on or
before [September 30, 2001], the Holder of this Warrant shall have the right to
purchase up to [( )] fully paid and non-assessable shares of common stock, par
value $____ per share, of the Company at a purchase price, subject to the
provisions of Paragraph 3 hereof, of $___ per share.
This Warrant may be exercised at any time and from time to time,
in whole or in part, during the period beginning the earlier of (x) the closing
date of the Next Round Financing or (y) September 30, 2001 and ending on
September 7, 2005. The purchase price per share payable under clause (a) or
(b) above is herein called the "Purchase Price." The Purchase Price and the
number and character of such shares purchasable hereunder are subject to
adjustment as provided below. The term "Warrant Stock" shall mean, unless the
context otherwise requires, the stock or other securities or property at the
time deliverable upon the exercise of this Warrant. This Warrant is herein
called the "Warrant."
1. EXERCISE OF WARRANT. The purchase rights evidenced by this
Warrant shall be exercised by the holder hereof surrendering this Warrant, with
the form of
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subscription at the end hereof duly executed by such holder, to the Company at
its office at 0000 Xxx Xxx Xxx, Xxxxx 000, Xxx Xxxx, Xxxxxxxxxx 00000,
accompanied by payment, in cash, by certified or official bank check or by wire
transfer of an amount equal to the Purchase Price multiplied by the number of
shares being purchased pursuant to such exercise of the Warrant.
1.1 Partial Exercise. This Warrant may be exercised for less than
the full number of shares of Warrant Stock, in which case the number of shares
receivable upon the exercise of this Warrant as a whole, and the sum payable
upon the exercise of this Warrant as a whole, shall be proportionately reduced.
Upon any such partial exercise, the Company at its expense will forthwith issue
to the holder hereof a new Warrant or Warrants of like tenor calling for the
number of shares of Warrant Stock as to which rights have not been exercised,
such Warrant or Warrants to be issued in the name of the holder hereof or his
nominee (upon payment by such holder of any applicable transfer taxes).
1.2 Net Issue Exercise.
(1) In lieu of exercising this Warrant, holder may elect to
receive shares equal to the value of this Warrant (or the portion thereof being
canceled) by surrender of this Warrant at the principal office of the Company
together with notice of such election in which event the Company shall issue to
holder that number of shares of the Company's Warrant Stock computed using the
following formula:
X = Y(A-B)
------
A
Where
X = the number of shares of Warrant Stock to be issued to Holder.
Y = the number of shares of Warrant Stock purchasable under this
Warrant.
A = the fair market value of one share of the Warrant Stock.
B = the Warrant Price (as adjusted to the date of such calculations).
(2) For purposes of this Section, if the Warrant Stock is the
Common Stock of the Company, the fair market value of one share of the
Company's Warrant Stock shall be based on the average of the closing price
quoted on the principal exchange on which the Common Stock is listed or on
Nasdaq or in the "pink sheets", whichever is applicable, for the ten trading
days prior to the date of determination of fair market value. If the Warrant
Stock is convertible into shares of Common Stock of the Company, the fair
market value of one share of the Company's Warrant Stock shall be equal to the
average aggregate closing price of the number of shares of the Company's Common
Stock that may then be acquired upon conversion of one share of Warrant Stock,
based on the average of the closing price quoted on the principal exchange on
which the Common Stock is listed or on Nasdaq or in the case of the "pink
sheets", whichever is applicable, for the ten trading days prior to the date of
determination of fair market value. If no
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such price quotation is available, the fair market value of the Company's Common
Stock shall be the price per share which the Company could obtain from a
willing buyer for shares sold by the Company from authorized but unissued
shares, as such price shall be agreed by the Company and the holder.
2. DELIVERY OF STOCK CERTIFICATES ON EXERCISE. As soon as
practicable after the exercise of this Warrant and payment of the Purchase
Price, and in any event within ten (10) days thereafter, the Company, at its
expense, will cause to be issued in the name of and delivered to the holder
hereof a certificate or certificates for the number of fully paid and
non-assessable shares or other securities or property to which such holder
shall be entitled upon such exercise, plus, in lieu of any fractional share to
which such holder would otherwise be entitled, cash in an amount determined in
accordance with Paragraph 3.9 hereof. The Company agrees that the shares so
purchased shall be deemed to be issued to the holder hereof as the record owner
of such shares as of the close of business on the date on which this Warrant
shall have been surrendered and payment made for such shares as aforesaid.
3. ANTI-DILUTION PROVISIONS AND OTHER ADJUSTMENTS. In order to
prevent dilution of the right granted hereunder, the Purchase Price shall be
subject to adjustment from time to time in accordance with this Paragraph 3.
Upon each adjustment of the Purchase Price pursuant to this Paragraph 3, the
registered Holder of this Warrant shall thereafter be entitled to acquire upon
exercise, at the Purchase Price resulting from such adjustment, the number of
shares of the Company's Warrant Stock obtainable by multiplying the Purchase
Price Stock acquirable immediately prior to such adjustment and dividing the
product thereof by the Purchase Price resulting from such adjustment.
3.1 Subdivisions and Combinations. In case the Company shall at any
time subdivide, whether by stock split, stock dividend, recapitalization,
reorganization or otherwise, its outstanding shares of Warrant Stock into a
greater number of shares, the Purchase Price in effect immediately prior to such
subdivision shall be proportionately reduced, and, conversely, in case the
outstanding shares of Warrant Stock of the Company shall be combined by any
means into a smaller number of shares, the Purchase Price in effect immediately
prior to such combination shall be proportionately increased.
3.2 Reorganization, Reclassification, Consolidation, Merger or Sale
of Assets. If any capital reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with another
corporation or the sale of all or substantially all of its assets to another
corporation shall be effected in such a way that holders of Warrant Stock shall
be entitled to receiver stock, securities, cash or other property with respect
to or in exchange for Warrant Stock, then, as a condition of such
reorganization, reclassification, consolidation, merger or sale, lawful and
adequate provision shall be made whereby the holder of this Warrant shall have
the right to acquire and receiver upon exercise of this Warrant such shares of
stock, securities, cash or other property issuable or payable (as part of the
reorganization, reclassification, consolidation, merger or sale) with respect
to or in exchange for such number of outstanding shares of the Company's
Warrant Stock as would have been received upon exercise of this Warrant at the
Purchase Price then in effect. The Company will not effect any such
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consolidation, merger or sale, unless prior to the consummation thereof the
successor corporation (if other than the Company) resulting from such
consolidation or merger or the corporation purchasing such assets shall assume
by written instrument mailed or delivered to the holder of this Warrant at the
last address of such holder appearing on the books of the Company, the
obligation to deliver to such holder such shares of stock, securities or assets
as, in accordance with the foregoing provisions, such holder may be entitled to
purchase. If a purchase, tender or exchange offer is made to and accepted by the
holders of more than 50% of the outstanding shares of Common Stock of the
Company, the Company shall not effect any consolidation, merger or sale with the
person having made such offer or with any Affiliate of such person, unless prior
to the consummation of such consolidation, merger or sale the holder of this
Warrant shall have been given a reasonable opportunity to then elect to receive
upon the exercise of this Warrant either the stock, securities or assets then
issuable with respect to the Warrant Stock of the Company or the stock,
securities or assets, or the equivalent, issued to previous holders of the
Warrant Stock in accordance with such offer. For purposes hereof the term
"Affiliate" with respect to any given person shall mean any person controlling,
controlled by or under common control with the given person.
3.3. Dividends Not Paid Out of Earnings or Earned Surplus. In the
event the Company shall declare a dividend upon the Warrant Stock or, if the
Warrant Stock is convertible into Common Stock, the Common Stock (other than a
dividend payable in Warrant Stock covered by subparagraph 3.1) payable otherwise
than out of earnings or earned surplus, determined in accordance with generally
accepted accounting principles, including the making of appropriate deductions
for minority interests, if any, in subsidiaries (herein referred to as
"Liquidating Dividends"), then, as soon as possible after the exercise of this
Warrant, the Company shall pay to the person exercising such Warrant an amount
equal to the aggregate value at the time of such exercise of all Liquidating
Dividends (including but not limited to the Warrant Stock which would have been
issued at the time of such earlier exercise and all other securities which would
have been issued with respect to such Warrant Stock by reason of stock splits,
stock dividends, mergers or reorganizations, or for any other reason). For the
purposes of this Paragraph 3.2, a dividend other than in cash shall be
considered payable out of earnings or earned surplus only to the extent that
such earnings or earned surplus are charged an amount equal to the fair value of
such dividend as determined in good faith by the Board of Directors of the
Company.
3.4. Grant, Issue or Sale of Options, Convertible Securities, or
Rights. If at any time or from time to time on or after the date of issuance
hereof, the Company shall grant, issue or sell any Options, Convertible
Securities or rights to purchase property (the "Purchase Rights") pro rata to
the record holders of Warrant Stock or, if the Warrant Stock is convertible into
Common Stock, Common Stock of the Company, then the holder of this Warrant shall
be entitled to acquire (within thirty (30) days after the later to occur of the
initial exercise date of such Purchase Rights or receipt by such holder of the
notice concerning Purchase Rights to which such holder shall be entitled under
Paragraph 3.5) and upon the terms applicable to such Purchase Rights either.
(i) the aggregate Purchase Rights which such holder could have
acquired if it had held the number of shares of Warrant Stock or Common Stock
acquirable upon exercise of
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this Warrant immediately before the grant, issuance or sale of such Purchase
Rights; provided that if any Purchase Rights were distributed to holders of
Warrant Stock or Common Stock without the payment of additional consideration by
such holders, corresponding Purchase Rights shall be distributed to the
exercising holder of this Warrant as soon as possible after such exercise and it
shall not be necessary for the exercising holder of this Warrant specifically to
request delivery of such rights; or
(ii) in the event that any such Purchase Rights shall have expired
or shall expire prior to the end of said thirty (30) day period, the number of
shares of Warrant Stock or Common Stock or the amount of property which such
holder could have acquired upon such exercise at the time or times at which the
Company granted, issued or sold such expired Purchase Rights.
3.5. Notices of Record Date, Etc. In the event that:
(1) the Company shall declare any cash dividend upon its
Warrant Stock or Common Stock, or
(2) the Company shall declare any dividend upon its Warrant
Stock or Common Stock payable in stock or make any special dividend or other
distribution to the holders of its Warrant Stock or Common Stock, or
(3) the Company shall offer for subscription pro rata to
the holders of its Warrant Stock or Common Stock any additional shares of stock
of any class or other rights, or
(4) there shall be any capital reorganization or
reclassification of the capital stock of the Company, including any subdivision
or combination of its outstanding shares of Warrant Stock or Common Stock, or
consolidation or merger of the Company with, or sale of all or substantially all
of its assets to, another corporation, or
(5) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;
then, in connection with such event, the Company shall give to the holder of
this Warrant:
(i) at least twenty (20) days' prior written notice of 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 for determining rights to vote
in respect of any such reorganization, reclassification, consolidation, merger,
sale, dissolution, liquidation or winding up; and
(ii) in the case of any such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding up, at least
twenty (20) days' prior written notice of the date when the same shall take
place. Such notice in accordance with the foregoing clause (i) shall also
specify, in the case of any such dividend, distribution or subscription rights,
the date on which the holders of Warrant Stock or Common Stock shall be entitled
thereto, and such notice in accordance with the foregoing clause (ii) shall also
specify the date on which the
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holders of Warrant Stock or Common Stock shall be entitled to exchange their
Warrant Stock or Common Stock for securities or other property deliverable upon
such reorganization, reclassification consolidation, merger, sale, dissolution,
liquidation or winding up, as the case may be. Each such written notice shall be
given by first class mail, postage prepaid, addressed to the holder of this
Warrant at the address of such holder as shown on the books of the Company.
3.6. Adjustment by Board of Directors. If any event occurs as to
which, in the opinion of the Board of Directors of the Company, the provisions
of this Section 3 are not strictly applicable or if strictly applicable would
not fairly protect the rights of the holder of this Warrant in accordance with
the essential intent and principles of such provisions, then the Board of
Directors shall make an adjustment in the application of such provisions, in
accordance with such essential intent and principles, so as to protect such
rights as aforesaid, but in no event shall any adjustment have the effect of
increasing the Purchase Price as otherwise determined pursuant to any of the
provisions of this Section 3 except in the case of a combination of shares of a
type contemplated in Paragraph 3.1 and then in no event to an amount larger than
the Purchase Price as adjusted pursuant to Paragraph 3.1.
3.7. Fractional Shares. The Company shall not issue fractions of
shares of Warrant Stock upon exercise of this Warrant or scrip in lieu thereof.
If any fraction of a share of Warrant Stock would, except for the provisions of
this Paragraph 3.5, be issuable upon exercise of this Warrant, the Company shall
in lieu thereof pay to the person entitled thereto an amount in cash equal to
the current value of such fraction, calculated to the nearest one-hundredth
(1/100) of a share, to be computed (i) if the Warrant Stock is listed on any
national securities exchange on the basis of the last sales price of the Warrant
Stock on such exchange (or the quoted closing bid price if there shall have been
no sales) on the date of conversion, or (ii) if the Warrant Stock shall not be
listed, on the basis of the mean between the closing bid and asked prices for
the Warrant Stock on the date of conversion as reported by Nasdaq, or its
successor, and if there are not such closing bid and asked prices, on the basis
of the fair market value per share as determined by the Board of Directors of
the Company.
3.8. Officers' Statement as to Adjustments. Whenever the Purchase
Price shall be adjusted as provided in Section 3 hereof, the Company shall
forthwith file at each office designated for the exercise of this Warrant, a
statement, signed by the Chairman of the Board, the President, any Vice
President or Treasurer of the Company, showing in reasonable detail the facts
requiring such adjustment and the Purchase Price that will be effective after
such adjustment. The Company shall also cause a notice setting forth any such
adjustments to be sent by mail, first class, postage prepaid, to the record
holder of this Warrant at its address appearing on the stock register. If such
notice relates to an adjustment resulting from an event referred to in Paragraph
3.3, such notice shall be included as part of the notice required to be mailed
and published under the provisions of Paragraph 3.3 hereof.
4. NO DILUTION OR IMPAIRMENT. The Company will not, by amendment
of its charter or through reorganization, consolidation, merger, dissolution,
sale of assets or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to
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protect the rights of the holder hereof against dilution or other impairment.
Without limiting the generality of the foregoing, the Company will not increase
the par value of any shares of stock receivable upon the exercise of this
Warrant above the amount payable therefor upon such exercise, and at all times
will take all such action as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and non-assessable stock upon
the exercise of this Warrant.
5. RESERVATION OF STOCK ISSUABLE ON EXERCISE OF WARRANTS. The
Company shall at all times reserve and keep available out of its authorized but
unissued stock, solely for the issuance and delivery upon the exercise of this
Warrant and other similar Warrants, such number of its duly authorized shares of
Warrant Stock as from time to time shall be issuable upon the exercise of this
Warrant and all other similar Warrants at the time outstanding. All of the
shares of Warrant Stock issuable upon exercise of this Warrant, when issued and
delivered in accordance with the terms hereof, will be duly authorized, validly
issued, fully-paid and non-assessable.
6. REPLACEMENT OF WARRANT. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory to it, or (in the case of mutilation) upon surrender and
cancellation thereof, the Company will issue, in lieu thereof, a new Warrant of
like tenor.
7. REMEDIES. The Company stipulates that the remedies at law of
the holder of this Warrant in the event of any default by the Company in the
performance of or compliance with any of the terms of this Warrant are not and
will not be adequate, and that the same may be specifically enforced.
8. REGISTRATION RIGHTS. The Company hereby grants to the holder of
this Warrant and its successors and permitted assigns the registration rights
contained in Section 2 of the Investors' Agreement, the terms of which are
hereby incorporated by reference in this Warrant with a same effect as if set
forth herein in their entirety.
9. NEGOTIABILITY. This Warrant is issued upon the following terms,
to all of which each taker or owner hereof consents and agrees:
(a) Subject to the legend appearing on the first page hereof,
title to this Warrant may be transferred by endorsement (by the holder hereof
executing the form of assignment at the end hereof including guaranty of
signature) and delivery in the same manner as in the case of a negotiable
instrument transferable by endorsement and delivery. Absent an effective
registration statement under the Securities Act of 1933, as amended (the "Act"),
covering the disposition of this Warrant or the shares of Warrant Stock issued
or issuable upon exercise hereof, the holder will not sell or transfer any or
all of such Warrant or shares, as the case may be, without first providing the
Company with an opinion of counsel (which may be counsel for the Company) to the
effect that such sale or transfer will be exempt from the registration and
prospectus delivery requirements of the Act. Each certificate representing
shares
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of Warrant Stock issued pursuant to this Warrant, unless at the same time of
exercise such Warrant Shares are registered under the Act, shall bear a legend
in substantially the following form on the face thereof:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY BE TRANSFERRED
OR RESOLD ONLY IN COMPLIANCE WITH SUCH SECURITIES LAWS.
Any certificate issued at any time in exchange or substitution for any
certificate bearing such legend (except a certificate issued upon completion of
a distribution under a registration statement covering the securities
represented shall also bear such legend unless, in the opinion of counsel to the
Company, the securities represented thereby may be transferred as contemplated
by such holder without violation of the registration requirements of the Act.
(b) Any person in possession of this Warrant properly endorsed is
authorized to represent himself as absolute owner hereof and is granted power to
transfer absolute title hereto by endorsement and delivery hereof to a bona fide
purchaser hereof for value; each prior taker or owner waives and renounces all
of his equities or rights in this Warrant in favor of every such bona fide
purchaser, and every such bona fide purchaser shall acquire title hereto and to
all rights represented hereby.
(c) Until this Warrant is transferred on the books of the Company,
the Company may treat the registered holder of this Warrant as the absolute
owner hereof for all purposes without being affected by any notice to the
contrary.
(d) Prior to the exercise of this Warrant, the holder hereof shall
not be entitled to any rights of a shareholder of the Company with respect to
shares for which this Warrant shall be exercisable, including, without
limitation, the right to vote, to receive dividends or other distributions or to
exercise any preemptive rights; and shall not be entitled to receive any notice
of any proceedings of the Company, except as provided herein.
(e) The Company shall not be required to pay any Federal or state
transfer tax or charge that may be payable in respect of any transfer involved
in the transfer or delivery of this Warrant or the issuance or conversion or
delivery of certificates for Warrant Stock in a name other than that of the
registered holder of this Warrant or to issue or deliver any certificates for
Common Stock upon the exercise of this Warrant until any and all such taxes and
charges shall have been paid by the holder of this Warrant or until it has been
established to the Company's satisfaction that no such tax or charge is due.
11. REPRESENTATIONS AND WARRANTIES. This Warrant is issued and
delivered on the basis of the following:
(a) Authorization and Delivery. This Warrant has been duly
authorized and executed by the Company and when delivered will be the valid and
binding obligation of the Company enforceable in accordance with its terms;
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(b) Warrant Shares. The shares of Warrant Stock to be issued
pursuant to this Warrant have been duly authorized and reserved for issuance by
the Company and, when issued and paid for in accordance with the terms hereof,
will be validly issued, fully paid and nonassessable;
(c) Rights and Privileges. The rights, preferences, privileges and
restrictions granted to or imposed upon such shares of Warrant Stock and the
holders thereof are as set forth herein and in the Company's Certificate of
Incorporation, true and complete copies of which have been delivered to the
original warrant holder; and
(d) No Inconsistency. The execution and delivery of this Warrant
are not, and the issuance of the shares of Warrant Stock upon exercise of this
Warrant in accordance with the terms hereof will not be, inconsistent with the
Company's Certificate of Incorporation or by-laws, do not and will not
contravene any law, governmental rule or regulation, judgment or order
applicable to the Company, and do not and will not contravene any provision of,
or constitute a default under, any indenture, mortgage, contract or other
instrument of which the Company is a party or by which it is bound or require
the consent or approval of, the giving of notice to, the registration with the
taking of any action in respect of or by, any Federal, state or local
government authority or agency or other person.
12. SUBDIVISION OF RIGHTS. This Warrant (as well as any new
warrants issued pursuant to the provisions of this paragraph) is exchangeable,
upon the surrender hereof by the holder hereof, at the principal office of the
Company for any number of new warrants of like tenor and date representing in
the aggregate the right to subscribe for and purchase the number of shares of
Warrant Stock of the Company which may be subscribed for and purchased
hereunder.
13. MAILING OF NOTICES. All notices and other communications from
the Company to the holder of this Warrant shall be mailed by first-class
certified mail, postage prepaid, to the address furnished to the Company in
writing by the last holder of this Warrant who shall have furnished an address
to the Company in writing.
14. HEADINGS. The headings in this Warrant are for purposes of
reference only, and shall not limit or otherwise affect the meaning hereof.
15. CHANGE, WAIVER. Neither this Warrant nor any term hereof may be
changed, waived, discharged or terminated orally but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.
16. GOVERNING LAW. This warrant shall be construed and enforced in
accordance with the laws of the state of California.
NEXTRON COMMUNICATIONS, INC.
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By: /s/ XXXXXXX X. XXXXXX
---------------------------
Name: Xxxxxxx X. Xxxxxx
Title: CEO
Dated: August 8, 2000
Attest:
/s/ XXXXX XXXXXX
----------------------------
Xxxxx Xxxxxx
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[To be signed only upon exercise of Warrant]
To___________________.
The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, _____________ shares of Warrant Stock of ___________ and
herewith makes payment of $____ therefor, and requests that the certificates for
such shares be issued in the name of, and be delivered to __________, whose
address is___________.
Dated:
------------------
----------------------------------------
By
--------------------------------------
(Signature must conform in all respects
to name of Holder as specified on the
face of the Warrant)
Address:
----------------------------------------
----------------------------------------
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[To be signed only upon transfer of Warrant]
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ______________ the right represented by the within Warrant to purchase the
_____ shares of the Warrant Stock of _______________to which the within Warrant
relates, and appoints ____________ attorney to transfer said right on the books
of _______________ with full power of substitution in the premises.
Dated:
-------------------
----------------------------------------
By
--------------------------------------
(Signature must conform in all respects
to name of Holder as specified on the
face of the Warrant)
Address:
----------------------------------------
----------------------------------------
In the presence of
---------------------------------
Signature Guarantee
