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NUR MACROPRINTERS LTD.
AND
JOSEPHTHAL & CO. INC.
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PLACEMENT AGENT WARRANT AGREEMENT
Dated February 18, 1999, to be effective as of December 24, 1997
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PLACEMENT AGENT WARRANT AGREEMENT dated February 18, 1999 to be
effective as of December 24, 1997 between NUR MACROPRINTERS LTD., an Israeli
corporation (the "Company"), and JOSEPHTHAL & CO. INC. (hereinafter referred to
variously as the "Holder" or "Josephthal").
W I T N E S S E T H:
WHEREAS, Josephthal has acted pursuant to that certain Placement Agent
Agreement dated September 29, 1997 (the "Placement Agency Agreement") as
exclusive placement agent to effect a private offering of four million
(4,000,000) Ordinary Shares, nominal value NIS 1.00 per share, of the Company
("Ordinary Shares"), the final closing of which was December 24, 1997; and
WHEREAS, the Company has agreed pursuant to the Placement Agency
Agreement to issue to Josephthal warrants (the "Warrants") to purchase up to
400,000 Ordinary Shares;
WHEREAS, the Warrants to be issued pursuant to this Agreement will be
issued by the Company to Josephthal in partial consideration for Josephthal
acting as exclusive placement agent pursuant to the Placement Agency Agreement;
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NOW, THEREFORE, in consideration of the premises made herein, the
agreements herein set forth, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Grant. The Holder (as defined in Section 3 hereof) is hereby
granted the right to purchase, at any time from December 24, 1997 until 5:30
P.M., New York time, on December 23, 2002 up to 400,000 Ordinary Shares (subject
to adjustment as provided in Article 8 hereof) at an initial exercise price of
US$1.00 per Ordinary Share subject to the terms and conditions of this
Agreement.
2. Warrant Certificates. The warrant certificates (the "Warrant
Certificates") delivered and to be delivered pursuant to this Agreement shall be
in the form set forth in Exhibit A attached hereto and made a part hereof, with
such appropriate insertions, omissions, substitutions, and other variations as
required or permitted by this Agreement.
3. Exercise of Warrant.
3.1 Method of Exercise. The Warrants initially are exercisable at an
initial exercise price (subject to adjustment as provided in Section 8 hereof)
per Ordinary Share set forth in Section 6 hereof, payable by certified or
official bank check in
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New York Clearing House funds. Upon surrender of a Warrant Certificate with the
annexed Form of Election to Purchase duly executed, together with payment of the
Purchase Price (as hereinafter defined) for the Ordinary Shares purchased at the
Company's principal offices (presently located at 0 Xxxxx Xxxxx Xxxxxx, Xxxxxx
Xxxxxxxxx, Israel, 56910) the registered holder of a Warrant Certificate
("Holder" or "Holders") shall be entitled to receive a certificate or
certificates for the Ordinary Shares so purchased. The purchase rights
represented by each Warrant Certificate are exercisable at the option of the
Holder thereof, in whole or in part (but not as to fractional Ordinary Shares
underlying the Warrants). Warrants may be exercised to purchase all or part of
the total number of Ordinary Shares requested thereby. In the case of the
purchase of less than all the Ordinary Shares purchasable under any Warrant
Certificate, the Company shall cancel said Warrant Certificate upon the
surrender thereof and shall execute and deliver a new Warrant Certificate of
like tenor for the balance of the Ordinary Shares purchasable thereunder.
3.2 (intentionally omitted).
3.3 Definition of Market Price. As used herein (but subject to Section
3.2 above), the phrase "Market Price" at any
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date shall be deemed to be the last reported sale price, or, in case no such
reported sale takes place on such day, the average of the last reported sale
prices for the last three (3) trading days, in either case as officially
reported by the principal securities exchange on which the Ordinary Shares are
listed or admitted to trading, or, if the Ordinary Shares are not listed or
admitted to trading on any national securities exchange, the average closing bid
price as furnished by the NASD through NASDAQ or similar organization if NASDAQ
is no longer reporting such information, or if the Ordinary Shares are not
quoted on NASDAQ, as determined in good faith by resolution of the Board of
Directors of the Company, based on the best information available to it.
4. Issuance of Certificates. Upon the exercise of the Warrants, the
issuance of certificates for Ordinary Shares or other securities, properties or
rights underlying such Warrants, shall be made forthwith (and in any event
within five (5) business days thereafter) without charge to the Holder thereof
including, without limitation, any tax which may be payable in respect of the
issuance thereof, and such certificates shall (subject to the provisions of
Sections 5 and 7 hereof) be issued in the name of, or in such names as may be
directed by, the Holder thereof; provided, however, that the Company shall not
be required to pay
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any tax which may be payable in respect of any transfer involved in the issuance
and delivery of any such certificates in a name other than that of the Holder
and the Company shall not be required to issue or deliver such certificates
unless or until the person or persons requesting the issuance thereof shall have
paid to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.
The Warrant Certificates and the certificates representing the Ordinary
Shares (and/or other securities, property or rights issuable upon the exercise
of the Warrants) shall be executed on behalf of the Company by the manual or
facsimile signature of the then present Chairman or Vice Chairman of the Board
of Directors or President or Vice President of the Company under its corporate
seal reproduced thereon, attested to by the manual or facsimile signature of the
then present Secretary or Assistant Secretary of the Company. Warrant
Certificates shall be dated the date of execution by the Company upon initial
issuance, division, exchange, substitution or transfer.
5. Restriction on Transfer of Warrants. The Holder of a Warrant
Certificate, by its acceptance thereof, covenants and agrees that the Warrants
described therein are being acquired as an investment and not with a view to the
distribution thereof.
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6. Exercise Price.
6.1 Initial and Adjusted Exercise Price. Except as otherwise provided
in Section 8 hereof, the initial exercise price of each Warrant shall be US$1.00
per Ordinary Share. The adjusted exercise price of each Warrant shall be the
price which shall result from time to time from any and all adjustments of the
initial exercise price in accordance with the provisions of Section 8 hereof.
6.2 Exercise Price. The term "Exercise Price" herein shall mean the
initial exercise price or the adjusted exercise price, depending upon the
context.
7. Registration Rights.
7.1 Registration Under the Securities Act of 1933.
(a) The Warrants, and the Ordinary Shares issuable upon exercise of the
Warrants, have not been registered under the Securities Act of 1933, as amended
(the "Act"). Upon exercise, in part or in whole, of the Warrant certificates
representing the Ordinary Shares and any other securities issuable upon exercise
of the Warrants shall bear the following legend:
The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended ("Act"), and
may not be offered or sold except pursuant to (i) an effective
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registration statement under the Act, (ii) to the extent applicable,
Rule 144 under the Act (or any similar rule under such Act relating
to the disposition of securities), or (iii) an opinion of counsel,
if such opinion shall be reasonably satisfactory to counsel to the
issuer, that an exemption from registration under such Act is
available.
(b) Holders of the Ordinary Shares shall be entitled to all of the rights and
privileges relating to registration rights afforded to investors in the private
placement carried out prusuant to the Placement Agency Agreement as set forth in
Annex A to the related Subscription Agreement, which is incorporated herein by
reference and expressly made a part hereof.
8. Adjustments to Exercise Price and Number of Securities.
8.1 Subdivision and Combination. In case the Company shall at any
time subdivide or combine the outstanding Ordinary Shares, the Exercise Price
shall forthwith be proportionately decreased in the case of subdivision or
increased in the case of combination.
8.2 Stock Dividends and Distributions. In case the Company shall pay
a dividend on, or make a distribution of, Ordinary Shares or of the Company's
capital stock convertible into Ordinary Shares, the Exercise Price shall
forthwith be proportionately decreased. An adjustment made pursuant to
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this Section 8.2 shall be made as of the record date for the subject stock
dividend or distribution.
8.3 Adjustment in Number of Securities. Upon each adjustment of the
Exercise Price pursuant to the provisions of this Section 8, the number of
Ordinary Shares 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 Ordinary Shares
issuable upon exercise of the Warrants immediately prior to such adjustment and
dividing the product so obtained by the adjusted Exercise Price.
8.4 Definition of Ordinary Shares. For the purpose of this
Agreement, the term "Ordinary Shares" shall mean (i) the class of stock
designated as Ordinary Shares in the Memorandum of Association of the Company as
may be amended as of the date hereof, or (ii) any other class of stock resulting
from successive changes or reclassifications of such Ordinary Shares consisting
solely of changes in nominal value, or from nominal value to no nominal value,
or from no nominal value to nominal value. In the event that the Company shall
after the date hereof issue securities with greater or superior voting rights
than the Ordinary Shares outstanding as of the date hereof, the Holder, at
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its option, may receive upon exercise of any Warrant either Ordinary Shares or a
like number of such securities with greater or superior voting rights.
8.5 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 Ordinary Shares), 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 Ordinary Shares 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 8. The above
provision of this Subsection shall
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similarly apply to successive consolidations or mergers.
8.6 No Adjustment of Exercise Price in Certain Cases. No
adjustment of the Exercise Price shall be made:
(a) Upon the issuance or sale of the Warrants or the Ordinary Shares
issuable upon the exercise of the Warrants, or the options, rights
and Warrants issued and outstanding on the date hereof; or
(b) If the amount of said adjustment shall be less than 2 cents
($.02) per Ordinary Share, provided, however, that in such case any
adjustment that would otherwise be required then to be made shall be
carried forward and shall be made at the time of and together with
the next subsequent adjustment which, together with any adjustment
so carried forward, shall amount to at least 2 cents ($.02) per
Ordinary Share.
8.7 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 Ordinary Shares) or otherwise
distribute to its stockholders any assets, property, rights, evidences of
indebtedness, securities (other than Ordinary Shares), whether issued by the
Company or by another, or any other thing of value,
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the Holders of the unexercised Warrants shall thereafter be entitled, in
addition to the Ordinary Shares 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 8.7.
9. Exchange and Replacement of Warrant Certificates. Each Warrant
Certificate is exchangeable without expense, upon the surrender thereof by the
registered Holder at the principal executive office of the Company, for a new
Warrant Certificate of like tenor and date representing in the aggregate the
right to purchase the same number of Ordinary Shares in such denominations as
shall be designated by the Holder thereof at the time of such surrender.
Upon receipt by the Company of evidence reasonably satisfactory to
it of the loss, theft, destruction or mutilation of any Warrant Certificate,
and, in case of loss, theft or
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destruction, of indemnity or security reasonably satisfactory to it, and
reimbursement to the Company of all reasonable expenses incidental thereto, and
upon surrender and cancellation of the Warrants, if mutilated, the Company will
make and deliver a new Warrant Certificate of like tenor, in lieu thereof.
10. Elimination of Fractional Interests. The Company shall not be
required to issue certificates representing fractions of Ordinary Shares upon
the exercise of the Warrants, nor shall it be required to issue scrip or pay
cash in lieu of fractional interests, it being the intent of the parties that
all fractional interests shall be eliminated by rounding any fraction up to the
nearest whole number of Ordinary Shares, or other securities, properties or
rights.
11. Reservation and Listing of Securities. The Company shall at all
times reserve and keep available out of its authorized Ordinary Shares, solely
for the purpose of issuance upon the exercise of the Warrants, such number of
Ordinary Shares or other securities, properties or rights as shall be issuable
upon the exercise thereof. The Company covenants and agrees that, upon exercise
of the Warrants and payment of the Exercise Price therefor, all Ordinary Shares
and other securities issuable upon such exercise shall be duly and validly
issued, full paid, non-
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assessable and not subject to the preemptive rights of any stockholder. As long
as the Warrants shall be outstanding, the Company shall use its best efforts to
cause all Ordinary Shares issuable upon the exercise of the Warrants to be
listed (subject to official notice of issuance) on all securities exchanges, if
any, on which the Ordinary Shares issued to the public in connection herewith
may then be listed and/or quoted on NASDAQ.
12. Notices to Warrant Holders. Nothing contained in this Agreement
shall be construed as conferring upon the Holders the right to vote or to
consent or to receive notice as a stockholder in respect of any meetings of
stockholders for the election of directors or any other matter, or as having any
rights whatsoever as a stockholder of the Company. If, however, at any time
prior to the expiration of the Warrants and their exercise, any of the following
events shall occur:
(a) the Company shall take a record of the holders of its
Ordinary Shares for the purpose of entitling them to receive a dividend or
distribution payable otherwise than in cash, or a cash dividend or distribution
payable otherwise than out of current or retained earnings, as indicated by the
accounting treatment of such dividend or distribution on the books of the
Company; or
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(b) the Company shall offer to all the holders of its
Ordinary Shares any additional shares of capital stock of the Company or
securities convertible into or exchangeable for shares of capital stock of the
Company, or any option, right or warrant to subscribe therefor; or
(c) a dissolution, liquidation or winding up of the Company (other
than in connection with a consolidation or merger) or a sale of all or
substantially all of its property, assets and business as an entirety shall be
proposed; then, in any one or more of said events, the Company shall give
written notice of such event at least fifteen (15) days prior to the date fixed
as a record date or the date of closing the transfer books for the determination
of the stockholders entitled to such dividend, distribution, convertible or
exchangeable securities or subscription rights, or entitled to vote on such
proposed dissolution, liquidation, winding up or sale.
13. (intentionally omitted).
14. Notices. All notices, requests, consents and other
communications hereunder shall be in writing and shall be deemed to have been
duly made when delivered, or mailed by registered or certified mail, return
receipt requested:
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(a) If to the registered Holder of the Warrants, to the address of
such Holder as shown on the books of the Company; or
(b) If to the Company, at X.X. Xxx 0000, Xxxxxx Xxxxxxxxx, Xxxxxx,
00000 or to such other address as the Company may designate by notice to the
Holders.
15. Supplements and Amendments. The Company and Josephthal may from
time to time supplement or amend this Agreement without the approval of any
Holders of Warrant Certificates (other than Josephthal) in order to cure any
ambiguity, to correct or supplement any provision contained herein which may be
defective or inconsistent with any provisions herein, or to make any other
provisions in regard to matters or questions arising hereunder which the Company
and Josephthal may deem necessary or desirable and which the Company and
Xxxxxxxxxx xxxx shall not adversely affect the interests of the Holders of
Warrant Certificates.
16. Successors. All the covenants and provisions of this Agreement
shall be binding upon and inure to the benefit of the Company, the Holders and
their respective successors and assigns hereunder.
17. Termination. This Agreement shall terminate at the close of
business on December 23, 2002. Notwithstanding the
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foregoing, the indemnification provisions of Section 7 hereof shall survive such
termination until the close of business on December 23, 2008.
18. Governing Law; Submission to Jurisdiction. This Agreement and
each Warrant Certificate issued hereunder shall be deemed to be a contract made
under the laws of the State of New York and for all purposes shall be construed
in accordance with the laws of said State, without giving effect to the rules of
said State governing the conflicts of laws.
The Company, Josephthal and the Holders hereby agree that any
action, proceeding or claim against it arising out of, or relating in any way
to, this Agreement shall be brought and enforced in the courts of the State of
New York or of the United States of America for the Southern District of New
York, and irrevocably submits to such jurisdiction, which jurisdiction shall be
exclusive. The Company, Josephthal and the Holders hereby irrevocably waive any
objection to such exclusive jurisdiction or inconvenient forum. Any such process
or summons to be served upon any of the Company, Josephthal and the Holders (at
the option of the party bringing such action, proceeding or claim) may be served
by transmitting a copy thereof, by registered or certified mail, return receipt
requested, postage prepaid, addressed to it at the
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address set forth in Section 14 hereof. Such mailing shall be deemed personal
service and shall be legal and binding upon the party so served in any action,
proceeding or claim. The Company, Josephthal and the Holders agree that the
prevailing party(ies) in any such action or proceeding shall be entitled to
recover from the other party(ies) all of its/their reasonable legal costs and
expenses relating to such action or proceeding and/or incurred in connection
with the preparation therefor.
19. Entire Agreement; Modification. This Agreement (including the
Placement Agency Agreement to the extent portions thereof are referred to
herein) 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.
20. Severability. If any provision of this Agreement shall be held to
be invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provision of this Agreement.
21. Captions. The caption headings of the Sections of this Agreement
are for convenience of reference only and are not intended, nor should they be
construed as, a part of this
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Agreement and shall be given no substantive effect.
22. Benefits of this Agreement. Nothing in this Agreement shall be
construed to give to any person or corporation other than the Company and
Josephthal and any other registered Holder(s) of the Warrant Certificates or
Ordinary Shares any legal or equitable right, remedy or claim under this
Agreement; and this Agreement shall be for the sole and exclusive benefit of the
Company and Josephthal any other Holder(s) of the Warrant Certificates or
Ordinary Shares.
23. Counterparts. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and such counterparts shall together constitute but one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed, as of the day and year first above written.
[SEAL] NUR MACROPRINTERS LTD.
By:
----------------------------------
Attest: Name:
Title:
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----------------------------------
, Secretary
JOSEPHTHAL & CO. INC.
By:
------------------------------------
Name:
Title:
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EXHIBIT A
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) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY
SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii)
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 WARRANTS REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.
EXERCISABLE ON OR BEFORE
5:30 P.M. NEW YORK TIME, DECEMBER 23, 2002
NO. W-
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Warrants
WARRANT CERTIFICATE
This Warrant Certificate certifies that Josephthal & Co. Inc., or
registered assigns, is the registered holder of _______ Warrants to purchase
initially at any time from December 24, 1997 until 5:30 p.m. New York time on
December 23, 2002 (the "Expiration Date"), up to ______ fully-paid and
non-assessable Ordinary Shares, NIS 1.0 nominal value per share ("Ordinary
Shares") of Nur Macroprinters Ltd., an Israeli corporation (the "Company"), at
the initial exercise price, subject to adjustment in certain events (the
"Exercise Price"), of US$1.00 per Ordinary Share; upon surrender of this Warrant
Certificate and payment of the applicable Exercise Price at an office or agency
of the Company, but subject to the conditions set forth herein and in the
Placement Agent Warrant Agreement dated as of February 18, 1999 effective as of
December 24, 1997 between the Company and Josephthal & Co. Inc. (the "Warrant
Agreement"). Payment of the applicable Exercise Price shall be made by certified
or official bank check in New York Clearing House funds payable to the order of
the Company.
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No Warrant may be exercised after 5:30 p.m., New York time, on the
Expiration Date, at which time all Warrants evidenced hereby, unless exercised
prior thereto, shall thereafter be void.
The Warrants evidenced by this Warrant Certificate are part of a
duly authorized issue of Warrants issued pursuant to the Warrant Agreement,
which Warrant Agreement is hereby incorporated by reference herein and made a
part of this instrument and is hereby referred to for a description of the
rights, limitation of rights, obligations, duties and immunities thereunder of
the Company and the holders (the words "holders" or "holder" meaning the
registered holders or registered holder) of the Warrants.
The Warrant Agreement provides that upon the occurrence of certain
events, the then applicable Exercise Price and the type and/or number of the
Company's securities issuable thereupon may, subject to certain conditions, be
adjusted. In such event, the Company will, at the request of the holder, issue a
new Warrant Certificate evidencing the adjustment in the then applicable
Exercise Price and the number and/or type of securities issuable upon the
exercise of the Warrants; provided, however, that the failure of the Company to
issue such new Warrant Certificates shall not in any way change, alter, or
otherwise impair, the rights of the holder as set forth in the Warrant
Agreement.
Upon due presentment for registration of transfer of this Warrant
Certificate at an office or agency of the Company, a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrants shall be issued to the transferee(s) in exchange for this Warrant
Certificate, subject to the limitations provided herein and in the Warrant
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 Warrants evidenced by this
Certificate, the Company shall forthwith issue to the holder hereof a new
Warrant Certificate representing such number of unexercised Warrants.
The Company may deem and treat the registered holder(s) hereof as
the absolute owner(s) of this Warrant Certificate (notwithstanding any notation
of ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, and of
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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 used in this Warrant Certificate which are defined in the
Warrant Agreement shall have the meanings assigned to them in the Warrant
Agreement.
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IN WITNESS WHEREOF, the Company has caused this Warrant Certificate
to be duly executed under its corporate seal.
Dated February 18, 1999 effective as of December 24, 1997
NUR MACROPRINTERS LTD.
[SEAL] By:
-------------------------
Name:
Title:
Attest:
-------------------------------
, Secretary
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[FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3.1]
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase:
CHECK APPROPRIATE BOX
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 NUR MACROPRINTERS
LTD. in the amount of $ , all in accordance with the terms hereof. 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)
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[FORM OF ASSIGNMENT]
(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).
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