COMMON STOCK PURCHASE WARRANT
Exhibit
4.1
COMMON
STOCK PURCHASE WARRANT
THE
WARRANT EVIDENCED OR CONSTITUTED HEREBY, AND ALL SHARES OF COMMON STOCK
DELIVERABLE UPON EXERCISE HEREUNDER, HAVE BEEN AND WILL BE ISSUED WITHOUT
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE ACT") AND MAY
NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT
REGISTRATION UNDER THE ACT UNLESS EITHER (A) THE COMPANY HAS RECEIVED AN OPINION
OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO
THE
EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION
OR
(B) THE SALE OF SUCH SECURITIES IS MADE PURSUANT TO SECURITIES AND EXCHANGE
COMMISSION RULE 144.
| Date: November 13, 2007 |
NO.
111307
|
WARRANT
TO PURCHASE COMMON STOCK
OF
(Subject
to Adjustment)
THIS
CERTIFIES THAT, for value received, NeuroMetrix, Inc. ("Holder"), is entitled,
subject to the terms and conditions of this Common Stock Purchase Warrant (this
"Warrant"), at any time or from time to time after the date hereof (the
"Effective Date"), to purchase up to Two Million Seven Hundred Seventeen
Thousand Three Hundred Ninety-One (2,717,391) shares (the "Warrant Shares")
of
Common Stock (as defined below), from Cyberkinetics Neurotechnology Systems,
Inc., a Delaware corporation (the "Company"), at an exercise price per share
equal to $.46 (the "Purchase Price). This Warrant shall expire at 5:00 p.m.
Eastern Time on that date which is sixty (60) months from the date of this
Warrant (the "Expiration Date"). Both the number of shares of Common Stock
purchasable upon exercise of this Warrant and the Purchase Price are subject
to
adjustment and change as provided herein. This Warrant is issued in connection
with that certain Joint Venture and Strategic Investment Agreement (the
"Investment Agreement") executed by and between the Company and Holder and
Holder is required under the terms and conditions thereof to exercise this
Warrant in full under certain circumstances specified therein.
1. CERTAIN
DEFINITIONS. As used in this Warrant the following terms shall have the
following respective meanings:
"1933
Act" shall mean the Securities Act of 1933, as amended.
"Common
Stock" shall mean the common stock of the Company, par value $0.001 per share,
and any other securities at any time receivable or issuable upon exercise of
this Warrant.
"Fair
Market Value" or "FMV" of a share of Common Stock as of a particular date shall
mean:
(a) If
traded
on a securities exchange, the Fair Market Value shall be deemed to be the
average of the closing prices of the Common Stock of the Company on such
exchange over the five (5) business days ending immediately prior to the
applicable date of valuation;
(b) If
actively traded over-the-counter, the Fair Market Value shall be deemed to
be
the average of the closing bid prices over the 30-day period ending immediately
prior to the applicable date of valuation; and
(c) If
there
is no active public market, the Fair Market Value shall be the value as
determined in good faith by the Company's Board of Directors upon a review
of
relevant factors, including due consideration of the Holders' determination
of
the value of the Company.
"SEC"
shall mean the Securities and Exchange Commission.
2. EXERCISE
OF WARRANT
2.1. Exercise,
Payment.
Subject
to compliance with the terms and conditions of this Warrant and applicable
securities laws, this Warrant may be exercised, in whole or in part (except
that
it may not be exercised in part in connection with an exercise by NURO that
is
required under the terms of the Investment Agreement) at any time or from time
to time, on or before the Expiration Date by (i) the delivery (including,
without limitation, delivery by facsimile) of the form of Notice of Exercise
attached hereto as Exhibit 1 (the "Notice of Exercise"), duly executed by the
Holder, at the address of the Company as set forth herein, and (ii) surrendering
this Warrant at the address of the Company and providing payment, by check
or by
wire transfer, of an amount equal to the product obtained by multiplying the
number of shares of Common Stock being purchased upon such exercise by the
then
effective Purchase Price (the "Exercise Amount"); provided, however, with
respect to any voluntary or mandatory exercise of this Warrant after December
31, 2008, the Holder may elect, by written notice to the Company on the Notice
of Exercise duly executed by the Holder, to receive a number of Warrant Shares,
determined in accordance with the formula set forth below (the “Election”), in
which event the Company shall issue to the Holder a number of Warrant Shares
computed using the following formula:
Where
X =
The number of Warrant Shares to be issued to the Holder upon an
Election.
Y
= The
number of Warrant Shares in respect of which this Warrant is being exercised
as
adjusted to the date of the Election.
A
= The
FMV of one Warrant Share on the date that the relevant Notice of Exercise is
received by the Company.
B
= The
Purchase Price (as adjusted to the date of the Election) in accordance with
Section 4 hereof.
2
2.2. Common
Stock Certificates; Fractional Shares.
Following he Company's receipt of a Notice of Exercise, the Company will use
commercially reasonable efforts to cause the delivery within three (3) Trading
Days of such receipt, to the person or persons entitled to receive the same,
a
certificate or certificates for the number of whole shares of Common Stock
issuable upon such exercise. The Company shall register the number of shares
of
Common Stock issuable upon exercise on the share register of the Company. No
fractional shares or scrip representing fractional shares of Common Stock shall
be issued upon an exercise of this Warrant.
2.3. Partial
Exercise: Effective Date of Exercise.
In case
of any partial exercise of this Warrant, the Holder and the Company shall cancel
this Warrant upon surrender hereof and shall execute and deliver a new Common
Stock Purchase Warrant of like tenor and date for the balance of the shares
of
Common Stock purchasable hereunder. This Warrant shall be deemed to have been
exercised immediately prior to the close of business on the date of its
surrender for exercise as provided above. The Company acknowledges that the
person entitled to receive the shares of Common Stock issuable upon exercise
of
this Warrant shall be treated for all purposes as the holder of record of such
shares as of the close of business on the date the Holder is deemed to have
exercised this Warrant.
3. TAXES.
The Company shall pay all taxes and other governmental charges that may be
imposed in respect of the delivery of shares upon exercise of this Warrant;
provided, however, that the Company shall not be required to pay any tax or
other charge imposed in connection with any transfer involved in the delivery
of
any certificate for shares of Common Stock in any name other than that of the
Holder of this Warrant, and in such case the Company shall not be required
to
deliver any stock certificate until such tax or other charge has been paid,
or
it has been established to the Company's reasonable satisfaction that no tax
or
other charge is due.
4. ADJUSTMENT
OF PURCHASE PRICE AND NUMBER OF COMMON STOCK. The number of shares of Common
Stock deliverable upon exercise of this Warrant (or any shares of stock or
other
securities or property receivable upon exercise of this Warrant) and the
Purchase Price are subject to adjustment upon occurrence of the following
events:
4.1. Adjustment
for Stock Splits. Stock Subdivisions or Combinations of Shares of Common
Stock.
The
Purchase Price of this Warrant shall be proportionally decreased and the number
of shares of Common Stock deliverable upon exercise of this Warrant (or any
shares of stock or other securities at the time deliverable upon exercise of
this Warrant) shall be proportionally increased to reflect any stock split
or
subdivision of the Company's Common Stock. The Purchase Price of this Warrant
shall be proportionally increased and the number of shares of Common Stock
deliverable upon exercise of this Warrant (or any shares of stock or other
securities at the time deliverable upon exercise of this Warrant) shall be
proportionally decreased to reflect any combination of the Company's Common
Stock.
4.2. Adjustment
for Dividends or Distributions of Stock or Other Securities or
Property.
If the
Company shall make or issue, or shall fix a record date for the determination
of
eligible holders entitled to receive, a dividend or other distribution with
respect to the Common Stock (or any shares of stock or other securities at
the
time issuable upon exercise of the Warrant) payable in (a) securities of
the Company or (b) assets (excluding cash dividends paid or payable solely
out of retained earnings), then, in each such case, the Holder of this Warrant
on exercise hereof at any time after the consummation, effective date or record
date of such dividend or other distribution, shall receive, in addition to
the
shares of Common Stock (or such other stock or securities) issuable on such
exercise, and without the payment of additional consideration therefor, the
securities or such other assets of the Company to which such Holder would have
been entitled upon such date if such Holder had exercised this Warrant on the
date hereof and had thereafter, during the period from the date hereof to and
including the date of such exercise, retained such shares and/or all other
additional stock available by it as aforesaid during such period giving effect
to all adjustments called for by this Section 4.
3
4.3. Reclassification.
If the
Company, by reclassification of securities or otherwise, shall change any of
the
securities as to which purchase rights under this Warrant exist into the same
or
a different number of securities of any other class or classes, this Warrant
shall thereafter represent the right to acquire such number and kind of
securities as would have been issuable as the result of such change `with
respect to the securities that were subject to the purchase rights under this
Warrant immediately prior to such reclassification or other change and the
Purchase Price therefore shall be appropriately adjusted, all subject to further
adjustment as provided in this Section 4. No adjustment shall be made pursuant
to this Section 4.3 upon any conversion or redemption of the Common Stock which
is the subject of Section 4.5.
4.4. Adjustment
for Capital Reorganization. Merger or Consolidation.
In case
of any capital reorganization of the capital stock of the Company (other than
a
combination, reclassification, exchange or subdivision of shares otherwise
provided for herein), or any merger or consolidation of the Company with or
into
another corporation, or the sale of all or substantially all the assets of
the
Company then, and in each such case, as a part of such reorganization, merger,
consolidation, sale or transfer, lawful provision shall be made so that the
Holder of this Warrant shall thereafter be entitled to receive upon exercise
of
this Warrant (in all cases without regard to any limitations on the exercise
of
this Warrant), during the period specified herein and upon payment of the
Purchase Price then in effect, the number of shares of stock or other securities
or property of the successor corporation resulting from such reorganization,
merger, consolidation, sale or transfer that a holder of the shares deliverable
upon exercise of this Warrant would have been entitled to receive in such
reorganization, consolidation, merger, sale or transfer if this Warrant had
been
exercised immediately before such reorganization, merger, consolidation, sale
or
transfer, all subject to further adjustment as provided in this Section 4.
The
foregoing provisions of this Section 4.4 shall similarly apply to successive
reorganizations, consolidations, mergers, sales and transfers and to the stock
or securities of any other corporation that are at the time receivable upon
the
exercise of this Warrant. If the per-share consideration payable to the Holder
hereof for shares in connection with any such transaction is in a form other
than cash or marketable securities, then the value of such consideration shall
be determined in good faith by the Company's Board of Directors. In all events,
appropriate adjustment (as determined in good faith by the Company's Board
of
Directors) shall be made in the application of the provisions of this Warrant
with respect to the rights and interests of the Holder after the transaction,
to
the end that the provisions of this Warrant shall be applicable after that
event, as near as reasonably may be, in relation to any shares or other property
deliverable after that event upon exercise of this Warrant.
4.5. Conversion
of Common Stock.
If all
or any portion of the authorized and outstanding shares of Common Stock of
the
Company are redeemed or converted or reclassified into other securities or
property pursuant to the Company's Certificate of Incorporation or otherwise,
or
the Common Stock otherwise ceases to exist, then, in such case, the Holder
of
this Warrant, upon exercise hereof at any time after the date on which the
Common Stock is so redeemed or converted, reclassified or ceases to exist (the
"Termination Date"), shall receive, in lieu of the number of shares of Common
Stock that would have been deliverable upon such exercise immediately prior
to
the Termination Date, the securities or property that would have been received
if this Warrant had been exercised in full and the Common Stock received
thereupon had been simultaneously converted immediately prior to the Termination
Date, all subject to further adjustment as provided in this Warrant.
Additionally, the Purchase Price shall be immediately adjusted to equal the
quotient obtained by dividing (x) the aggregate Purchase Price of the maximum
number of shares of Common Stock for which this Warrant was exercisable
immediately prior to the Termination Date by (y) the number of securities of
the
Company for which this Warrant is exercisable immediately after the Termination
Date, all subject to further adjustment as provided herein.
4
5. LOSS
OR
MUTILATION. Upon receipt of evidence reasonably satisfactory the Company of
the
ownership of and the loss, theft, destruction or mutilation of this Warrant,
and
of indemnity reasonably satisfactory to it, and (in the case of mutilation)
upon
surrender and cancellation of this Warrant, the Company will cause to be
executed and delivered in lieu thereof a new Warrant of like tenor as the lost,
stolen, destroyed or mutilated Warrant.
6. REPRESENTATION.
The Company hereby covenants that all shares issuable upon exercise of this
Warrant, when delivered upon such exercise, shall be free and clear of all
liens, security interests, charges and other encumbrances or restrictions on
sale and free and clear of all preemptive rights, except encumbrances or
restrictions arising under federal or state securities laws. Further, the
Company hereby covenants to reserve such number of authorized but unissued
shares of Common Stock for issuance upon exercise of this Warrant.
7. REGISTRATION.
The Company has agreed to register the Warrant Shares under certain terms and
conditions pursuant to the Registration Rights Agreement dated as of the hereof
by and between the Company and Holder.
8. RESTRICTIONS
ON TRANSFER.
8.1. The
Holder, by acceptance hereof, agrees that, absent an effective registration
statement filed with the SEC under the 1933 Act, covering the disposition or
sale of this Warrant or the Common Stock issued or issuable upon exercise hereof
or the Common Stock issuable upon conversion thereof, as the case may be, and
registration or qualification under applicable state securities laws, such
Holder will not sell, transfer, pledge, or hypothecate any or all such Warrants
or Common Stock, as the case may be, unless either (i) the Company has received
an opinion of counsel, in form and substance reasonably satisfactory to the
Company, to the effect that such registration is not required in connection
with
such disposition or (ii) the sale of such securities is made pursuant to SEC
Rule 144 or pursuant to some other applicable exemption from registration.
8.2. This
Warrant and all rights hereunder may be transferred by the Holder upon delivery
of the form of Assignment attached hereto as Exhibit 2 (the "Assignment"),
duly
executed by the Holder, surrender of this Warrant properly endorsed at the
address of the Company set forth herein and payment of any necessary transfer
tax or other governmental charge imposed upon such transfer. Upon any partial
transfer, the Holder and Company will cause to be issued and delivered to the
Holder a new Warrant or Warrants with respect to the portion of this Warrant
not
so transferred. Each taker and holder of this Warrant, by taking or holding
the
same, consents and agrees that when this Warrant shall have been so endorsed,
the person in possession of this Warrant may be treated by the Company, and
all
other persons dealing with this Warrant, as the absolute owner hereof for any
purpose and as the person entitled to exercise the rights represented hereby,
any notice to the contrary notwithstanding; provided, however that until a
transfer of this Warrant is duly registered on the books of the Company, the
Company may treat the Holder hereof as the owner for all purposes.
5
9. COMPLIANCE
WITH SECURITIES LAWS. By acceptance of this Warrant, the Holder hereby
represents, warrants and covenants that he/she/it is an "accredited investor"
as
that term is defined under Rule 501 of Regulation D, that any shares of stock
purchased upon exercise of this Warrant or acquired upon conversion thereof
shall be acquired for investment only and not with a view to, or for sale in
connection with, any distribution thereof, that the Holder has had such
opportunity as such Holder has deemed adequate to obtain from representatives
of
the Company such information as is necessary to permit the Holder to evaluate
the merits and risks of its investment in the Company; that the Holder is able
to bear the economic risk of holding such shares as may be acquired pursuant
to
the exercise of this Warrant for an indefinite period; that the Holder
understands that the shares of stock acquired pursuant to the exercise of this
Warrant or acquired upon conversion thereof may not be registered under the
1933
Act (unless otherwise required pursuant to exercise by the Holder of the
registration rights, if any, previously granted to the Holder) and will be
"restricted securities" within the meaning of Rule 144 under the 1933 Act and
that the exemption from registration under Rule 144 will not be available for
at
least one year from the date of exercise of this Warrant, unless net exercised
(in which case the holding period shall start earlier), and even then will
not
be available unless a public market then exists for the stock, adequate
information concerning the Company is then available to the public, and other
terms and conditions of Rule 144 are complied with; and that all stock
certificates representing shares of stock issued to the Holder upon exercise
of
this Warrant or upon conversion of such shares may have affixed thereto a legend
substantially in the following form:
THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT
OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE
AND
MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER
OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE
IS
IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
6
10. NO
RIGHTS
OR LIABILITIES AS STOCKHOLDERS. This Warrant shall not entitle the Holder to
any
voting rights or other rights as a stockholder of the Company. In the absence
of
affirmative action by such Holder to purchase Common Stock by exercise of this
Warrant, no provisions of this Warrant, and no enumeration herein of the rights
or privileges of the Holder hereof shall cause such Holder hereof to be a
stockholder of the Company for any purpose.
11. NOTICES.
All notices and other communications required or permitted hereunder shall
be in
writing and shall be mailed by registered or certified mail, postage prepaid,
return receipt requested, or by telecopier, or by email or otherwise delivered
by hand or by messenger, addressed or telecopied to the person to whom such
notice or communication is being given at its address set forth after its
signature hereto. In order to be effective, a copy of any notice or
communication sent by telecopier or email must be sent by registered or
certified mail, postage prepaid, return receipt requested, or delivered
personally to the person to whom such notice or communication is being at its
address set forth after its signature hereto with copies to (a) Xxxxxxx Procter
LLP, Exchange Place, Boston, Massachusetts 02109, Attn: X. Xxxxx Xxxxxx and
Xxxxxx X. Xxxxx and (b) Ice Xxxxxx LLP, Xxx Xxxxxxxx Xxxxxx, Xxxxx 0000,
Xxxxxxxxxxxx, Xxxxxxx 00000, Attn: Xxxx X. Xxxxxxxxxx and Xxxxxxxx X. Xxxx.
If
notice is provided by mail, notice shall be deemed to be given five (5) business
days after proper deposit with the United States mail or nationally recognized
overnight courier, or immediately upon personally delivery thereof, to person
to
whom such notice or communication is being at such address. If notice is
provided by telecopier, notice shall be deemed to be given upon confirmation
by
the telecopier machine of the receipt of such notice at the telecopier number
provided above. If notice is provided by email, notice shall be deemed to be
given upon confirmation by the sender's email program of the receipt of such
notice at the email address provided after the signature of the person to whom
such notice or communication is being. The addresses set forth after the
signatures hereto may be changed by written notice complying with the terms
of
this Section 11.
12. HEADINGS.
The headings in this Warrant are for purposes of convenience in reference only,
and shall not be deemed to constitute a part hereof.
13. GOVERNING
LAW. This Warrant shall be construed and enforced in accordance with, and
governed by, the laws of the Commonwealth of Massachusetts.
14. NOTICES
OF RECORD DATE. In case the Company shall take a record of the holders of its
Common Stock (or other stock or securities at the time receivable upon the
exercise of this Warrant), for the purpose:
(a) of
entitling them to receive any dividend or other distribution, or any right
to
subscribe for or purchase any shares of stock of any class or any other
securities or to receive any other right; or
(b) of
any
consolidation or merger of the Company with or into another corporation, any
capital reorganization of the Company, any reclassification of the capital
stock
of the Company, or any conveyance of all or substantially all of the assets
of
the Company to another corporation in which holders of the Company's stock
are
to receive stock, securities or property of another corporation; or
7
(c) of
any
voluntary dissolution, liquidation or winding-up of the Company; or
(d) of
any
redemption of any outstanding capital stock of the Company; then, and in each
such case, the
Company will mail or cause to be mailed to the Holder of this Warrant a notice
specifying, as the case may be, (i) the date on which a record is to be
taken for the purpose of such dividend, distribution or right, or (ii) the
date on which such reorganization, reclassification, consolidation, merger,
conveyance, dissolution, liquidation, winding-up, redemption or conversion
is to
take place, and the time, if any is to be fixed, as of which the holders of
record of Common Stock (or such stock or securities as at the time are
receivable upon the exercise of this Warrant) shall be entitled to exchange
their shares of Common Stock (or such other stock or securities) for securities
or other property deliverable upon such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation or winding-up.
Such
notice shall be delivered at least thirty (30) days prior to the date of the
proposed action therein specified.
15. 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.
16. SATURDAYS,
SUNDAYS AND HOLIDAYS. If the Expiration Date falls on a Saturday, Sunday or
legal holiday, the Expiration Date shall automatically be extended until 5:00
p.m. on the next business day.
17. REMEDIES.
In addition to being entitled to exercise all rights provided herein or granted
by law, including recovery of damages, the Holder and the Company will be
entitled to specific performance hereunder. The parties agree that monetary
damages alone may not be adequate compensation for any loss incurred by reason
of any breach of obligations hereunder and agrees to waive in any action for
specific performance of any such obligation the defense that remedy at law
would
be adequate.
[SIGNATURE
PAGE FOLLOWS]
8
IN
WITNESS WHEREOF, the parties hereto have executed this Warrant as of this
13th
day of
November, 2007.
CYBERKINETICS
NEUROTECHNOLOGY
SYSTEMS,
INC.
By:
/s/
Xxxxxxx X.
Xxxxxxxx
Name:
Xxxxxxx X. Xxxxxxxx
Title:
President and Chief Executive Officer
Address
for Notices:
000
Xxxxxxxxxx Xxxxxxxxx, Xxxxx 000
Foxborough,
Massachusetts 02035
Facsimile:
(000) 000-0000
With
a
copy to:
Ice
Xxxxxx LLP
Xxx
Xxxxxxxx Xxxxxx, Xxxxx 0000
Indianapolis,
Indiana 46202-0200
Facsimile:
(000) 000-0000
Attn:
Xxxx X. Xxxxxxxxxx and Xxxxxxxx X. Xxxx
NEUROMETRIX,
INC.
By:
/s/
Xxxx X.
Xxxxxx
Name:
Xxxx X. Xxxxxx, M.D., Ph.D.
Title:
President and Chief Executive Officer
Address
for Notices:
00
Xxxxxx
Xxxxxx
Waltham,
Massachusetts 02451
Facsimile:
(000)
000-0000
With
a
copy to:
Xxxxxxx
Procter LLP
Exchange
Place
Boston,
Massachusetts 02109
Facsimile:
(000) 000-0000
Attn:
X.
Xxxxx Xxxxxx and Xxxxxx X. Xxxxx
9
EXHIBIT
1
NOTICE
OF
EXERCISE
(To
be
executed upon exercise of Warrant)
WARRANT
NO. ___________________
The
undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within Warrant Certificate for, and to purchase thereunder,
securities of Cyberkinetics Neurotechnology Systems, Inc., as provided for
therein, and (check the applicable box):
□
Tenders
herewith payment of the exercise price in full in the form of cash or a
certified or official bank check in same-day funds in the amount of
$____________ for _________ such securities; or
□
Pursuant
to the cashless exercise feature set forth in Section 2.11
Please
issue a certificate or certificates for such securities in the name of, and
pay
any cash for any fractional share to (please print name, address and social
security number):
Name:________________________
Address:
________________________
Signature:
________________________
Note:
The
above signature should correspond exactly with the name on the first page of
this Warrant Certificate 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 Certificate, a new Warrant Certificate is to be issued in the name
of
said undersigned for the balance remaining of the shares purchasable thereunder
rounded up to the next higher whole number of shares.
1 Available
only for voluntary or mandatory exercises of this Warrant after December
31,
2008.
10
EXHIBIT
2
ASSIGNMENT
(TO
BE
EXECUTED ONLY UPON ASSIGNMENT OF WARRANT CERTIFICATE) WARRANT
NO.-___
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 Certificate
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:
|
NAMES(s)
OF ASSIGNEE(s)
|
ADDRESS(es)
OF ASSIGNEE(s)
|
#
OF WARRANTS
|
||
And
if
said number of Warrants shall not be all the Warrants represented by the Warrant
Certificate, a new Warrant Certificate is to be issued in the name of said
undersigned for the balance remaining of the Warrants registered by said Warrant
Certificate.
Dated:____________________________,
20__
Signature:______________________________
Notice:
The signature to the foregoing Assignment must correspond to the name as written
upon the face of this security in every particular, without alteration or any
change whatsoever; signature(s) must be guaranteed by an eligible guarantor
institution (banks, stock brokers, savings and loan associations and credit
unions with membership in an approved signature guarantee medallion program)
pursuant to Securities and Exchange Commission Rule l7Ad-15.
11
