UNIT PURCHASE OPTION AGREEMENT
between
XML - GLOBAL TECHNOLOGIES, INC.
and
WESTMINISTER SECURITIES CORP.
_________________
Options for Purchase of __________ Units of
XML - Global Technologies, Inc.
Each Unit consisting of 50,000 shares of Common Stock,
par value $.0001 per share
and 50,000 Common Stock Purchase Warrants
Options Void after September ___, 2001
UNIT PURCHASE OPTION AGREEMENT
THIS AGREEMENT is dated as of March ___, 2000, between XML - GLOBAL
TECHNOLOGIES, INC. (the "Company") and WESTMINSTER SECURITIES CORP. (the
"Placement Agent").
W I T N E S S E T H:
WHEREAS, the Company proposes to issue to the Placement Agent Options
("Options") to purchase up to an aggregate of _______ units (the "Units"),
each Unit consisting of 50,000 shares of the Company's Common Stock, par value
$.0001 per share (the "Common Stock") and 50,000 Common Stock Purchase
Warrants (the "Underlying Warrants"); and
WHEREAS, the Underlying Warrants entitle holder to purchase one share of
Common Stock at an initial exercise price of $4.00 per share for six months
and thereafter at an exercise price of $6.00 per share ("Warrant Exercise
Price"), subject to adjustment under certain circumstances at any time before
September ___, 2001 (the "Warrant Expiration Date") unless earlier redeemed;
and
WHEREAS, the Placement Agent has agreed pursuant to the agency agreement
(the "Agency Agreement") to act as the Placement Agent in connection with the
Company's proposed private offering of up to ___________ Units as a private
offering price of $75,000 per Unit (the "Private Offering"); and
WHEREAS, the Options to be issued pursuant to this Agreement will be
issued on the Closing Date (as such term is defined in the Agency Agreement)
by the Company to the Placement Agent in consideration for, and as part of the
Placement Agent's compensation in connection with, the Placement Agent acting
as the Placement Agent pursuant to the Agency Agreement.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency which is hereby
acknowledged, the parties hereto agreed as follows:
The Placement Agent (or its designees) is hereby granted the right to
purchase, at any time from ____________, 2000, until 5:00 p.m., Pacific time,
on ____________, 2001, up to an aggregate of _________ Units at an initial
exercise price (subject to adjustment as provided in Section 3 hereof) of
$75,000 per Unit subject to the terms and conditions of this Agreement.
The Options issued pursuant hereto are subject to the following terms and
conditions:
1. Definitions of Certain Terms. Except as may be otherwise clearly
required by the context, the following terms have the following meanings:
(a) "Act" means the Securities Act of 1933, as amended.
(b) "Closing Date" means the date on which the Offering is closed.
(c) "Commission" means the Securities and Exchange Commission.
(d) "Common Stock" means the common stock, $.0001 par value, of the
Company.
(e) "Company" means XML - Global Technologies, Inc., a Colorado
corporation.
(f) "Effective Date" means the date on which the Registration
Statement is declared effective by the Commission.
(g) "Exercise Price" means the price at which the Optionholder may
purchase one Unit (or other Securities obtainable in lieu of one Unit) upon
exercise of a Option as determined from time to time pursuant to the
provisions hereof. The initial Exercise Price is $75,000 per Unit.
(h) "Offering" means the private offering of Units by the Company.
(i) "Participating Underwriter" means any underwriter participating
in the sale of the Shares pursuant to the Registration Statement, as defined
below.
(j) "Placement Agent" means Westminster Securities Corp.
(k) "Registration Statement" means the Company's registration
statement.
(l) "Rules and Regulations" means the rules and regulations of the
Commission adopted under the Act.
(m) "Securities" means the securities obtained or obtainable upon
exercise of the Option(s) or securities obtained or obtainable upon exercise,
exchange, or conversion of such securities.
(n) "Underlying Warrants" mean the common stock purchase warrants
included in the Units.
(o) "Units" mean the Units offered in the Offering.
(p) "Option Certificate" means the certificate evidencing the
Option(s), a form of which is annexed hereto as Exhibit A.
(q) "Optionholder" means the record holder of the Option(s) or
Securities. The initial Warrantholder is the Placement Agent.
(r) "Warrant(s)" mean the warrant(s) evidenced by the Warrant
Certificate, any similar certificate issued in connection with the Offering,
or any certificate obtained upon transfer or partial exercise of the
Warrant(s) evidenced by any such certificate.
2. Exercise of Option(s). All or any part of the Option may be
exercised during an 18 month period commencing on the date of issue (the
"Exercise Date") and ending at 5:00 p.m. Pacific Time 18 months following the
Exercise Date by surrendering the Option Certificate, together with
appropriate instructions, duly executed by the Optionholder or by its duly
authorized attorney, at the office of the Company, 0000 Xxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 Xxxxxx, or at such other office or agency
as the Company may designate. Upon receipt of notice of exercise, the Company
shall immediately instruct its transfer agent to prepare certificates for the
Securities to be received by the Optionholder upon completion of the Option
exercise. When such certificates are prepared, the Company shall notify the
Optionholder and deliver such certificates to the Optionholder (or as
otherwise designated by the Optionholder's written instructions) immediately
upon payment in full by the Optionholder, in lawful money of the United
States, of the Exercise Price payable with respect to the Securities being
purchased. If the Optionholder shall represent and warrant that all applicable
registration and prospectus delivery requirements for their sale have been
complied with upon sale of the Securities received upon exercise of the
Option(s), such certificates shall not bear a legend with respect to the Act.
If fewer than all the Securities purchasable under the Option(s) are
purchased, the Company will, upon such partial exercise, execute and deliver
to the Optionholder a new Option Certificate (dated the date hereof), in form
and tenor similar to the Option Certificate, evidencing that portion of the
Option not exercised. The Securities to be obtained on exercise of the
Option(s) will be deemed to have been issued, and any person exercising the
Options will be deemed to have become a holder of record of those Securities
as of the date of the payment of the Exercise Price.
3. Adjustments in Certain Events. The number, class, and price of
Securities for which the Option Certificate may be exercised are subject to
adjustment from time to time upon the happening of certain events as follows:
(a) If the outstanding shares of the Company's Common Stock are
divided into a greater number of shares or a dividend in stock is paid on the
Common Stock, the number of shares of Common Stock, the number of Securities
for which the Options are then exercisable will be proportionately increased
and, conversely, if the outstanding shares of Common Stock are combined into a
smaller number of shares of Common Stock, the number of the Securities for
which the Options are then exercised will be proportionately reduced and the
Exercise Price will be proportionately reduced. The increases and reductions
provided for in this Paragraph (a) of Section 3 will be made with the intent
and, as nearly as practicable, the effect that neither the percentage of the
total equity of the Company obtainable on exercise of the Option(s) nor the
price payable for such percentage upon such exercise will be affected by any
event described in this Paragraph (a) of Section 3.
(b) In case of any change in the Common Stock through merger,
consolidation, reclassification, reorganization, partial or complete
liquidation, purchase of substantially all the assets of the Company, or other
change in the capital structure of the Company, then, as a condition of such
change, lawful and adequate provision will be made so that the holder of the
Option Certificate will have the right thereafter to receive upon the exercise
of the Option(s) the kind and amount of shares of stock or other Securities or
property to which it would have been entitled if, immediately prior to such
event, it had held the number of shares of Common Stock obtainable upon the
exercise of the Option(s) and the Underlying Warrants. In any such case,
appropriate adjustment will be made in the application of the provisions set
forth herein with respect to the rights and interest thereafter of the
Optionholder, to the end that the provisions set forth herein will thereafter
be applicable, as nearly as reasonably may be, in relation to any shares of
stock or other property thereafter deliverable upon the exercise of the
Option(s). The Company will not permit any change in its capital structure to
occur unless the issuer of the shares of stock or other securities to be
received by the holder of the Option Certificate, if not the Company, agrees
to be bound by and comply with the provisions of the Option Certificate.
(c) When any adjustment is required to be made in the number of
Units or other Securities, or property purchasable upon exercise of the
Option(s), the Company will promptly determine the new number of such shares
or other Securities or property purchasable upon exercise of the Option(s) and
(i) prepare and retain on file a statement describing in reasonable detail the
method used in arriving at the new number of such shares or other Securities
or property purchasable upon exercise of the Option(s) and the Underlying
Warrants and (ii) cause a copy of such statement to be mailed to the
Optionholder within thirty (30) days after the date of the event giving rise
to the adjustment.
(d) No fractional shares of Common Stock or other securities will
be issued in connection with the exercise of the Option(s), but the Company
will pay, in lieu of fractional shares, a cash payment therefor.
(e) If preferred securities of the Company or securities of any
subsidiary of the Company are distributed pro rata to holders of any or all of
the Company's securities, such number of securities will be distributed to the
Optionholder or its assignee upon exercise of its rights hereunder as such
Optionholder or assignee would have been entitled to if the Option Certificate
had been exercised prior to such distribution. The provisions with respect to
adjustment of the Common Stock provided in this Section 3 will also apply to
the preferred securities and securities of any subsidiary to which the
Optionholder or his assignee is entitled under this Paragraph (e) of Section
3.
(f) Notwithstanding anything herein to the contrary, there will be
no adjustment made hereunder on account of the sale of any Securities
purchasable upon exercise of the Option(s).
4. Reservation of Shares. The Company agrees that the number of shares
of Common Stock or other Securities sufficient to provide for the exercise of
the Option(s) and the Underlying Warrants upon the basis set forth above will
at all times during the term of the Option(s) be reserved for exercise.
5. Validity of Securities. All Securities delivered pursuant the
exercise of the Option(s) will be duly and validly issued in accordance with
their terms, and the Company will pay all documentary and transfer taxes, if
any, in respect of the original issuance thereof upon exercise of the
Option(s).
6. Registration of Securities Issuable on Exercise of Option(s).
(a) The Company shall register the Securities with the Commission
pursuant to the Act so as to allow the unrestricted sale of the Securities to
the public from time to time during a two year period commencing 120 days
following the Exercise Date and ending at 5:00 p.m. Pacific Time on the second
anniversary of the Exercise Date (the "Registration Period"). The Company
shall also file such applications and other documents necessary to permit the
sale of the Securities to the public during the Registration Period in those
states in which the Shares were qualified for sale in the Offering or such
other states as to which the Company and the Optionholder agree. In order to
comply with the provisions of this Section 6(a), the Company shall not be
required to file more than one registration statement. No registration right
of any kind, "piggyback" or otherwise, is required to be in effect longer than
five years from the Closing Date.
(b) The Company shall pay all of the Expenses relating to the
registration, offer, and sale of the Securities.
(c) Except as specifically provided herein, the manner and conduct
of the registration, including the contents of the registration statement,
will be entirely in the control and at the discretion of the Company. The
Company shall file such post-effective amendments and supplements as may be
necessary to maintain the currency of the registration statement during the
period of its use. In addition, if the Optionholder participating in the
registration is advised by counsel that the registration statement, in its
opinion, is deficient in any material respect, the Company shall use its best
efforts to cause the registration statement to be amended to eliminate the
concerns raised.
(d) The Company shall furnish to the Optionholder the number of
copies of a prospectus, including a preliminary prospectus, in conformity with
the requirements of the Act, and such other documents as the Optionholder may
reasonably request in order to facilitate the disposition of Securities owned
by it.
(e) The Company shall, at the request of Optionholder: (i) furnish
an opinion of the counsel representing the Company for the purposes of the
registration pursuant to this Section 6, addressed to the Optionholder and any
Participating Underwriter, (ii) furnish an appropriate letter from the
independent public accountants of the Company, addressed to the Optionholder
and any Participating Underwriter, and (iii) make representations and
warranties to the Optionholder and any Participating Underwriter. A request
pursuant to this subsection (e) may be made on three occasions. The documents
required to be delivered pursuant to this subsection (e) will be dated within
30 days of the request and will be, in form and substance equivalent to
similar documents furnished to the underwriters in connection with the
Offering, with such changes as may be appropriate in light of changed
circumstances.
7. Indemnification in Connection with Registration.
(a) In connection with its registration obligations, the Company
shall indemnify and hold harmless the selling Optionholder, and any person who
controls the selling Optionholder within the meaning of the Act, against any
losses, claims, damages, or liabilities, joint or several, to which the
Optionholder or controlling person may be subject under the Act or otherwise;
and it shall reimburse each Optionholder and each controlling person for any
legal or other expenses reasonably incurred by the Optionholder or controlling
person in connection with investigating or defending any such loss, claim,
damage, liability, or action, insofar as such losses, claims, damages, or
liabilities, joint or several (or actions in respect thereof), arise out of or
are based upon any untrue statement or alleged untrue statement of any
material fact contained, on the effective date thereof, in any such
registration statement or any preliminary prospectus or final prospectus, or
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading;
provided, however, that the Company will not be liable in any case to the
extent that any loss, claim, damage, or liability arises out of or is based
upon any untrue statement or alleged untrue statement or omission or alleged
omission made in any registration statement, preliminary prospectus, final
prospectus, or any amendment or supplement thereto, in reliance upon and in
conformity with written information furnished by the Optionholder or any
person controlling the Optionholder for use in the preparation thereof. The
indemnity agreement contained in this subparagraph (a) will not apply to
amounts paid to any claimant in settlement of any suit or claim unless such
payment is first approved by the Company, such approval not to be unreasonably
withheld or delayed.
(b) The selling Optionholder, as a condition of the Company's
registration obligation, shall indemnify and hold harmless the Company, each
of its directors, each of its officers who have signed any registration
statement or other filing or any amendment or supplement thereto, and any
person who controls the Company within the meaning of the Act, against any
losses, claims, damages, or liabilities to which the Company or any such
director, officer, or controlling person may become subject under the Act or
otherwise, and shall reimburse any legal or other expenses reasonably incurred
by the Company or any such director, officer, or controlling person in
connection with investigating or defending any such loss, claim, damage,
liability, or action, insofar as such losses, claims, damages, or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue or
alleged untrue statement of any material fact contained in said registration
statement, any preliminary or final prospectus, or other filing, or any
amendment or supplement thereto, or arise out of or are based upon the
omission or the alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
but only to the extent that such untrue statement or alleged untrue statement
or omission or alleged omission was made in said registration statement,
preliminary or final prospectus, or other filing, or amendment or supplement,
in reliance upon and in conformity with written information furnished by the
Optionholder or any person controlling the Optionholder for use in the
preparation thereof; provided, however, that the indemnity agreement contained
in this Subparagraph (b) shall not apply to amounts paid to any claimant in
settlement of any suit or claim unless such payment is first approved by the
Optionholder, such approval not to be unreasonably withheld or delayed.
(c) Promptly after receipt by an indemnified party under
Subparagraphs (a) or (b) above of notice of the commencement of any action,
such indemnified party will, if a claim in respect thereof is to be made
against an indemnifying party, notify the indemnifying party of the
commencement thereof, but the omission to notify the indemnifying party will
not relieve it from any liability that it may have to any indemnified party
otherwise than under Subparagraphs (a) and (b).
(d) If any such action is brought against any indemnified party and
it notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate in, and, to the extent that
it may wish, jointly with any other indemnifying party similarly notified, to
assume the defense thereof, with counsel satisfactory to such indemnified
parry; and after notice from the indemnifying party to such indemnified party
of its election to assume the defense thereof, the indemnifying party will not
be liable to such indemnified party for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation.
8. Restrictions on Transfer. The Option Certificate and the Option(s)
may not be sold, transferred, assigned or hypothecated except to underwriters
of the Offering or to individuals who are either a partner or an officer of
such an underwriter or by will or by operation of law. The Option(s) may only
be exercised by one of the aforesaid persons or by a successor entity or legal
Placement Agent. The Option(s) may be divided or combined, upon request to
the Company by the Optionholder, into a certificate or certificates evidencing
the same aggregate number of Options.
9. No Rights as a Stockholder. Except as otherwise provided herein,
the Optionholder will not, by virtue of ownership of the Option(s), be
entitled to any rights of a stockholder of the Company but will, upon written
request to the Company, be entitled to receive such quarterly or annual
reports as the Company distributes to its stockholders.
10. Options not Callable. The Options may not be called or redeemed
by the Company at any time.
11. Notice. Any notices required or permitted to be given hereunder
will be in writing and may be served personally or by mail; and if served will
be addressed as follows:
If to the Company: XML - Global Technologies, Inc.
ATTN: Xxxxx Xxxxxxx
0000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 XXXXXX
If to the Optionholder: Westminster Securities Corp.
ATTN: Xxxx X'Xxxx
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Any notice so given by mail will be deemed effectively given 48 hours
after mailing when deposited in the United States mail, registered or
certified mail, return receipt requested, postage prepaid and addressed as
specified above. Any party may by written notice to the other specify a
different address for notice purposes.
11. Applicable Law. This Option Agreement and the Option(s) issuable
pursuant to the provisions hereof will be governed by and construed in
accordance with the laws of the State of Colorado, without reference to
conflict of laws principles thereunder. All disputes relating to this Option
Agreement and/or the Option(s) issuable hereunder shall be tried before the
courts of Colorado located in Boulder County, Colorado to the exclusion of all
other courts that might have jurisdiction.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
XML - GLOBAL TECHNOLOGIES, INC.
By: /s/ Xxxxx Xxxxxxx
-------------------------------
Xxxxx Xxxxxxx
WESTMINISTER SECURITIES CORP.
By: /s/ Xxxx X. X'Xxxx
-------------------------------
Xxxx X. X'Xxxx
EXHIBIT A
[FORM OF UNIT PURCHASE OPTION CERTIFICATE]
THE SECURITIES ISSUABLE UPON EXERCISE OF THE OPTIONS REPRESENTED BY THIS
CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT
APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT
RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) UPON RECEIPT BY THE
ISSUER OF AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY
SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION
UNDER SUCH ACT IS AVAILABLE.
THE TRANSFER OR EXCHANGE OF THE OPTIONS REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED IN ACCORDANCE WITH THE UNIT PURCHASE OPTION AGREEMENT REFERRED TO
HEREIN.
EXERCISABLE ON OR BEFORE
5:00 P.M., PACIFIC TIME, ________, 2001
No.________ Options to Purchase
_________ Units
Each Unit consisting of 50,000 shares of Common Stock and 50,000 Common Stock
Purchase Warrants
UNIT PURCHASE OPTION CERTIFICATE
This Unit Purchase Option Certificate certifies that ________________, or
registered assigns, is the registered holder of a Option to purchase
initially, at any time from _____________, 2000 until 5:00 p.m., Pacific Time,
on ____________, 2001 ("Expiration Date"), up to ___________ Units (each a
"Unit") and collectively the "Units") of XML - Global Technologies, Inc., a
Colorado corporation, (the "Company"), at the initial exercise price, subject
to adjustment in certain events (the "Exercise Price"), of $75,000 per Unit
upon surrender of this Option Certificate and payment of the Exercise Price in
cash at an office or agency of the Company, but subject to the conditions set
forth herein and in the Unit Purchase Option Agreement dated as of
_________________ between the Company and Westminister Securities Corp. (the
"Warrant Agreement"). Payment of the Exercise Price shall be made by
certified or official bank check in New York Clearing House funds payable to
the order of the Company.
The Option(s) may not be exercised after 5:00 p.m., Pacific time, on the
Expiration Date, at which time the Option(s) shall become null and void.
Each Unit consists of 50,000 shares of the Company's Common Stock, par
value $.0001 per share (the "Common Stock") and 50,000 Common Stock Purchase
Warrants (the "Underlying Warrants"). Each Underlying Warrant entitles holder
to purchase one share of Common Stock at a price of $4.00 per share for six
months, and thereafter at an exercise price of $6.00 per share ("Warrant
Exercise Price"), subject to adjustment under certain circumstances. The
Warrants are exercisable commencing on the date of issue and will expire on
September ___, 2001 (the "Warrant Expiration Date") unless earlier redeemed.
The Unit Purchase Option Agreement provides that upon the occurrence of
certain events the Exercise Price and the type and/or number of the Company's
securities issuable upon exercise of the Option(s) may, subject to certain
conditions, be adjusted. In such event, the Company will, at the request of
the holder, issue a new Option Certificate evidencing the adjustment in the
Exercise Price and the number and/or type of securities issuable upon the
exercise of the Option(s); provided, however, that the failure of the Company
to issue such new Option Certificate shall not in any way change, alter, or
otherwise impair, the rights of the holder as set forth in the Option
Agreement.
Upon due presentment for registration of transfer of this Option
Certificate at an office or agency of the Company, a new Option Certificate or
Option Certificates of like tenor and evidencing a like number of securities
for which this Option may be exercised shall be issued to the transferee(s) in
exchange for this Option Certificate, subject to the limitations provided
herein and in the Option Agreement, without any charge except for any tax or
other governmental charge imposed in connection with such transfer.
Upon the exercise of less than all of the securities for which this
Option may be exercised, the Company shall forthwith issue to the holder
hereof a new Option Certificate representing the remaining number of
unexercised Options.
The Company may deem and treat the registered holder(s) hereof as the
absolute owner(s) of this Option Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, and of any distribution to the holder(s) hereof, and for all
other purposes, and the Company shall not be affected by any notice to the
contrary.
All terms use in this Option Certificate which are defined in the Option
Agreement shall have the meanings assigned to them in the Option Agreement.
IN WITNESS WHEREOF, the Company has caused this Option Certificate to be
duly executed under its corporate seal.
Dated as of ______________, 2000
XML - GLOBAL TECHNOLOGIES, INC.
[Seal]
By:
-------------------------------
Name/Title:
---------------------
FORM OF ELECTION TO PURCHASE
The undersigned hereby irrevocably elects to exercise the right,
represented by this Option Certificate, to purchase ____________ Units and
herewith tenders in payment for such securities a certified or official bank
check payable in New York Clearing House funds to the order of XML - Global
Technologies, Inc. in the amount of $________________, all in accordance with
the terms of Section 2 of the Unit Purchase Option Agreement, dated as of
____________, 2000, between XML - Global Technologies, Inc. and Westminister
Securities Corp. The undersigned requests that certificates 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 Option Certificate)
---------------------------------------
(Insert Social Security or Other
Identifying Number of Holder)
FORM OF ASSIGNMENT
(To be executed by the registered holder if such holder
desires to transfer the Option Certificate or any part thereof, such
assignment to be subject to restrictions of the Option Agreement referred to
in the Option Certificate.)
FOR VALUE RECEIVED, ______________________ hereby sells, assigns and
transfers unto __________________________________________________________
(Please print name and address of transferee)
[this Option Certificate] [________ Options exercisable pursuant to this
Option Certificate], together with all right, title and interest therein. 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
____________________________________________________. The undersigned also
requests that a certificate for the remaining number of unexercised Options 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 Option
Certificate.)
--------------------------------------------
(Insert Social Security or Other Identifying
Number of Assignee)
