Contract
NEITHER
THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY.
CAMPUSTECH,
INC.
WARRANT
| Warrant No. MB-____ |
Date
of Original Issuance: ________ __,
2007
|
CampusTech,
Inc.,
a
Delaware corporation (the “Company”),
hereby
certifies that, for value received, _____________________ or its
registered assigns (the “Holder”),
is
entitled to purchase from the Company up to a total number of shares of common
stock, $0.0001 par value per share (the “Common
Stock”),
of the
Company (each such share, a “Warrant
Share”
and all
such shares, the “Warrant
Shares”)
representing 40% of the conversion shares issuable under the Convertible
Debenture for the aggregate principal amount of $_____________ divided by the
applicable conversion price under the Convertible Debenture in effect at the
time of exercise at an exercise price per share equal to the greater of:
(i) $2.00 or (ii) if the Company consummates an initial, firm commitment
underwritten offering of its common stock which generates gross proceeds of
at
least $10 million to the Company (a “Qualified
IPO”)
the
price of common stock issued in the Qualified IPO (the “Exercise
Price”)
(as
adjusted from time to time as provided in Section 9), at any time and from
time to time from and after the date hereof and through and including three
(3)
years from the date of original issuance (the “Expiration
Date”),
and
subject to the following terms and conditions:
1. Definitions.
In
addition to the terms defined elsewhere in this Warrant, capitalized terms
that
are not otherwise defined herein shall have the meanings given to such terms
in
the Subscription Agreement of even date herewith to which the Company and the
original Holder are parties (the “Subscription
Agreement”),
pursuant to which this Warrant is being issued.
2. Registration
of Warrant.
The
Company shall register this Warrant, upon records to be maintained by the
Company for that purpose (the “Warrant
Register”),
in the
name of the record Holder hereof from time to time. The Company may deem and
treat the registered Holder of this Warrant as the absolute owner hereof for
the
purpose of any exercise hereof or any distribution to the Holder, and for all
other purposes, absent actual notice to the contrary.
3. Exchange
of Warrant and Registration of Transfers.
This
Warrant is exchangeable, without expense, at the option of the Holder, upon
presentation and surrender of this Warrant to the Company for other Warrants
of
different denominations entitling the Holder thereof to purchase in the
aggregate the same number of shares of Common Stock purchasable hereunder.
This
Warrant may be divided or combined with other Warrants which carry the same
rights upon presentation of this Warrant at the office of the Company, together
with a written notice specifying the names and denominations in which new
Warrants are to be issued and signed by the Holder hereof. The term “Warrant” as
used herein includes any Warrants into which this Warrant may be divided or
for
which it may be exchanged. The Company shall register the transfer of any
portion of this Warrant in the Warrant Register, upon surrender of this Warrant,
with the Form of Assignment attached hereto duly completed and signed, to the
Company at its address specified herein. Upon any such registration or transfer,
a new Warrant to purchase Common Stock, in substantially the form of this
Warrant (any such new Warrant, a “New
Warrant”),
evidencing the portion of this Warrant so transferred shall be issued to the
transferee and a New Warrant evidencing the remaining portion of this Warrant
not so transferred, if any, shall be issued to the transferring Holder. The
acceptance of the New Warrant by the transferee thereof shall be deemed the
acceptance by such transferee of all of the rights and obligations of a holder
of a Warrant.
4. Exercise
and Duration of Warrants.
This
Warrant shall be exercisable, in whole or in part, by the registered Holder
at
any time and from time to time on or after the first anniversary of the date
of
original issuance, to and including the Expiration Date. At 5:30 p.m., New
York
City time on the Expiration Date, the portion of this Warrant not exercised
prior thereto shall be and become void and of no value.
5. Delivery
of Warrant Shares.
(a) To
effect
exercises hereunder, the Holder shall not be required to physically surrender
this Warrant unless the aggregate Warrant Shares represented by this Warrant
is
being exercised. Upon delivery of the attached Exercise Notice to the Company
(with the attached Warrant Shares Exercise Log) at its address for notice set
forth herein and upon payment of the Exercise Price multiplied by the number
of
Warrant Shares that the Holder intends to purchase hereunder, the Company shall
promptly (but in no event later than three business days after the Date of
Exercise (as defined herein)) issue and deliver to the Holder, a certificate
for
the duly authorized, validly issued, fully paid and non-assessable Warrant
Shares issuable upon such exercise, which, unless otherwise required by the
Subscription Agreement, shall be free of restrictive legends. All issuances
of
Warrant Shares pursuant to the exercise of this Warrant shall be rounded (up
or
down as the case may be) to the nearest whole share. A “Date
of Exercise”
means
the date on which the Holder shall have delivered to the Company: (i) the
Exercise Notice (with the Warrant Exercise Log attached to it), appropriately
completed and duly signed and (ii) if such Holder is not utilizing the cashless
exercise provisions set forth in this Warrant, payment of the Exercise Price
for
the number of Warrant Shares so indicated by the Holder to be
purchased.
2
(b) The
Company's obligations to issue and deliver Warrant Shares in accordance with
the
terms hereof are absolute and unconditional, irrespective of any action or
inaction by the Holder to enforce the same, any waiver or consent with respect
to any provision hereof, the recovery of any judgment against any person or
entity or any action to enforce the same, or any setoff, counterclaim,
recoupment, limitation or termination, or any breach or alleged breach by the
Holder or any other person or entity of any obligation to the Company or any
violation or alleged violation of law by the Holder or any other person or
entity, and irrespective of any other circumstance which might otherwise limit
such obligation of the Company to the Holder in connection with the issuance
of
Warrant Shares. Nothing herein shall limit a Holder's right to pursue any other
remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with
respect to the Company's failure to timely deliver certificates representing
shares of Common Stock upon exercise of the Warrant as required pursuant to
the
terms hereof.
6. Charges,
Taxes and Expenses.
Issuance and delivery of certificates for shares of Common Stock upon exercise
of this Warrant shall be made without charge to the Holder for any issue or
transfer tax, withholding tax, transfer agent fee or other incidental tax or
expense in respect of the issuance of such certificates, all of which taxes
and
expenses shall be paid by the Company; provided, however, that the Company
shall
not be required to pay any tax which may be payable in respect of any transfer
involved in the registration of any certificates for Warrant Shares or Warrants
in a name other than that of the Holder. The Holder shall be responsible for
all
other tax liability that may arise as a result of holding or transferring this
Warrant or receiving Warrant Shares upon exercise hereof.
7. Replacement
of Warrant.
If this
Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or
cause to be issued in exchange and substitution for and upon cancellation
hereof, or in lieu of and substitution for this Warrant, a New Warrant, but
only
upon receipt of evidence reasonably satisfactory to the Company of such loss,
theft or destruction and customary and reasonable indemnity (which shall not
include a surety bond), if requested. Applicants for a New Warrant under such
circumstances shall also comply with such other reasonable regulations and
procedures and pay such other reasonable third-party costs as the Company may
prescribe. Any New Warrant executed and delivered shall constitute a contractual
obligation on the part of the Company. If a New Warrant is requested as a result
of a mutilation of this Warrant, then the Holder shall deliver such mutilated
Warrant to the Company as a condition precedent to the Company’s obligation to
issue the New Warrant.
8. Reservation
of Warrant Shares.
The
Company covenants that it will at all times reserve and keep available out
of
the aggregate of its authorized but unissued and otherwise unreserved Common
Stock, solely for the purpose of enabling it to issue Warrant Shares upon
exercise of this Warrant as herein provided, the number of Warrant Shares which
are then issuable and deliverable upon the exercise of this entire Warrant,
free
from preemptive rights or any other contingent purchase rights of persons other
than the Holder (taking into account the adjustments and restrictions of
Section
9).
The
Company covenants that all Warrant Shares so issuable and deliverable shall,
upon issuance and the payment of the applicable Exercise Price in accordance
with the terms hereof, be duly and validly authorized, issued and fully paid
and
nonassessable.
3
9. Certain
Adjustments.
The
Exercise Price in effect at any time and number of Warrant Shares issuable
upon
exercise of this Warrant are subject to adjustment from time to time as set
forth in this Section 9.
(a) Stock
Dividends and Splits.
If the
Company, at any time while this Warrant is outstanding, (i) pays a stock
dividend on its Common Stock or otherwise makes a distribution on any class
of
capital stock that is payable in shares of Common Stock, (ii) subdivides or
reclassifies outstanding shares of Common Stock into a larger number of shares,
or (iii) combines or reclassifies outstanding shares of Common Stock into a
smaller number of shares or otherwise effect a reverse stock split, then in
each
such case the Exercise Price shall be multiplied by a fraction of which the
numerator shall be the number of shares of Common Stock outstanding immediately
before such event and of which the denominator shall be the number of shares
of
Common Stock outstanding immediately after such event. Any adjustment made
pursuant to clause (i) of this paragraph shall become effective immediately
after the record date for the determination of stockholders entitled to receive
such dividend or distribution, and any adjustment pursuant to clause (ii) or
(iii) of this paragraph shall become effective immediately after the effective
date of such subdivision or combination. If any event requiring an adjustment
under this paragraph occurs during the period that an Exercise Price is
calculated hereunder, then the calculation of such Exercise Price shall be
adjusted appropriately to reflect such event.
(b) Fundamental
Transactions.
If, at
any time while this Warrant is outstanding, (1) the Company effects any merger
or consolidation of the Company with or into another corporation or other
entity, (2) the Company effects any sale of all or substantially all of its
assets in one or a series of related transactions, (3) any tender offer or
exchange offer (whether by the Company or another corporation or other entity)
is completed pursuant to which holders of Common Stock are permitted to tender
or exchange their shares for other securities, cash or property, (4) the Company
effects any reclassification of the Common Stock or any compulsory share
exchange pursuant to which the Common Stock is effectively converted into or
exchanged for other securities, cash or property, or (5) the Company takes
a
record of its holders of Common Stock for the purpose of entitling them to
receive any distributions of securities, cash or property (in any such case,
a
“Fundamental
Transaction”),
then
the Holder shall have the right thereafter to receive, upon exercise of this
Warrant, the same amount and kind of securities, cash or property as it would
have been entitled to receive upon the occurrence of such Fundamental
Transaction if it had been, immediately prior to such Fundamental Transaction,
the holder of the number of Warrant Shares then issuable upon exercise in full
of this Warrant (the “Alternate
Consideration”).
For
purposes of any such exercise, the determination of the Exercise Price shall
be
appropriately adjusted to apply to such Alternate Consideration based on the
amount of Alternate Consideration issuable in respect of one share of Common
Stock in such Fundamental Transaction, and the Company shall apportion the
Exercise Price among the Alternate Consideration in a reasonable manner
reflecting the relative value of any different components of the Alternate
Consideration. If holders of Common Stock are given any choice as to the
securities, cash or property to be received in a Fundamental Transaction, then
the Holder shall be given the same choice as to the Alternate Consideration
it
receives upon any exercise of this Warrant following such Fundamental
Transaction. At the Holder's option and request, any successor to the Company
or
surviving entity in such Fundamental Transaction shall issue to the Holder
a new
warrant substantially in the form of this Warrant and consistent with the
foregoing provisions and evidencing the Holder's right to purchase the Alternate
Consideration for the aggregate Exercise Price upon exercise thereof. The terms
of any agreement pursuant to which a Fundamental Transaction is effected shall
include terms requiring any such successor or surviving entity to comply with
the provisions of this paragraph (b) and insuring that the Warrant (or any
such
replacement security) will be similarly adjusted upon any subsequent transaction
analogous to a Fundamental Transaction.
4
(c) The
Company may retain a firm of independent public accountants of recognized
standing selected by the Board (who may be the regular accountants employed
by
the Company) to make any computation required by this Section 9.
(d) In
the
event that at any time, as a result of an adjustment made pursuant to Section
9(a) or (b) of this Warrant, the Holder of any Warrant thereafter shall become
entitled to receive any shares of the Company’s capital stock, other than Common
Stock, thereafter the number of such other shares so receivable upon exercise
of
this Warrant shall be subject to adjustment from time to time in a manner and
on
terms as nearly equivalent as practicable to the provisions with respect to
the
Common Stock contained in Sections 9(a) through (b), inclusive, of this
Warrant.
(e) Calculations.
All
calculations under this Section 9 shall be made to the nearest cent or the
nearest 1/100th
of a
share, as applicable. The number of shares of Common Stock outstanding at any
given time shall not include shares owned or held by or for the account of
the
Company, and the disposition of any such shares shall be considered an issue
or
sale of Common Stock.
(f) Notice
of Adjustments.
Upon
the occurrence of each adjustment pursuant to this Section 9, the Company at
its
expense will promptly compute such adjustment in accordance with the terms
of
this Warrant and prepare a certificate setting forth such adjustment, including
a statement of the adjusted Exercise Price and adjusted number or type of
Warrant Shares or other securities issuable upon exercise of this Warrant (as
applicable), describing the transactions giving rise to such adjustments and
showing in detail the facts upon which such adjustment is based. Upon written
request, the Company will promptly deliver a copy of each such certificate
to
the Holder and to the Company’s Transfer Agent, if any.
(g) Notice
of Corporate Events.
If the
Company: (i) solicits stockholder approval for any Fundamental Transaction
or
(ii) authorizes the voluntary dissolution, liquidation or winding up of the
affairs of the Company, then the Company shall deliver to the Holder a notice
describing the material terms and conditions of such transaction, at least
10
calendar days prior to the applicable record or effective date on which a person
or entity would need to hold Common Stock in order to participate in or vote
with respect to such transaction, and the Company will take all steps reasonably
necessary in order to insure that the Holder is given the practical opportunity
to exercise this Warrant prior to such time so as to participate in or vote
with
respect to such transaction; provided, however, that the failure to deliver
such
notice or any defect therein shall not affect the validity of the corporate
action required to be described in such notice.
10. Payment
of Exercise Price.
The
Holder may pay the Exercise Price in one of the following manners:
(a) Cash
Exercise.
The
Holder may deliver immediately available funds; or
5
(b) Cashless
Exercise.
The
Holder may notify the Company in an Exercise Notice of its election to utilize
cashless exercise, in which event the Company shall issue to the Holder the
number of Warrant Shares determined as follows:
X
= Y
[(A-B)/A]
where:
X
= the
number of Warrant Shares to be issued to the Holder.
Y
= the
number of Warrant Shares with respect to which this Warrant is being
exercised.
A
= the
“Market Price” (as defined below) of one share of Common Stock as at the date
the net issue election is made.
B
= the
Exercise Price.
For
purposes of Rule 144 promulgated under the Securities Act, it is intended,
understood and acknowledged that the Warrant Shares issued in a cashless
exercise transaction shall be deemed to have been acquired by the Holder, and
the holding period for the Warrant Shares shall be deemed to have commenced,
on
the date this Warrant was originally issued.
11. No
Rights as Stockholder.
Until
the exercise of this Warrant, the Holder shall not have or exercise any rights
by virtue hereof as a stockholder of the Company.
12. No
Fractional Shares.
No
fractional shares of Warrant Shares will be issued in connection with any
exercise of this Warrant. In lieu of any fractional shares which would,
otherwise be issuable, the Company shall pay cash equal to the product of such
fraction multiplied by the Market Price of one Warrant Share on the date of
exercise. “Market
Price”
as
of a
particular date (the “Valuation
Date”)
shall
mean the following: (a) if the Common Stock are then listed on a U.S. national
stock exchange, the closing sale price of one share of Common Stock on such
exchange on the last trading day prior to the Valuation Date; (b) if the Common
Stock are then quoted on the National Association of Securities Dealers, Inc.
OTC Bulletin Board (the “Bulletin
Board”)
or
such similar quotation system or association, the closing sale price of one
share of Common Stock on the Bulletin Board or such other quotation system
or
association on the last trading day prior to the Valuation Date or, if no such
closing sale price is available, the average of the high bid and the low asked
price quoted thereon on the last trading day prior to the Valuation Date; or
(c)
if the Common Stock are not then listed on a national stock exchange or quoted
on the Bulletin Board or such other quotation system or association, the fair
market value of one share of Common Stock as of the Valuation Date, as
determined in good faith by the Board of Directors of the Company and the
Holder. In the event that the Board of Directors of the Company and the Holder
are unable to agree upon the fair market value of the Common Stock, the Company
and the Holder shall jointly select an appraiser, who is experienced in such
matters. The decision of such appraiser shall be final and conclusive, and
the
cost of such appraiser shall be borne equally by the Company and the
Holder.
6
13. Notices.
Any and
all notices or other communications or deliveries hereunder (including, without
limitation, any Exercise Notice) shall be in writing and shall be deemed given
and effective on the earliest of (i) the date of transmission, if such notice
or
communication is delivered via facsimile at the facsimile number specified
in
this Section prior to 5:30 p.m. (New York City time) on a business day, (ii)
the
next business day after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number specified
in
this Section on a day that is not a business day or later than 5:30 p.m. (New
York City time) on any business day, (iii) the business day following the date
of mailing, if sent by nationally recognized overnight courier service, or
(iv)
upon actual receipt by the party to whom such notice is required to be given.
The addresses for such communications shall be: (i) if to the Company, to
CampusTech, Inc., 000 Xxxxxxx Xxxx XX, Xxxxx 000, Xxxxxxxx, XX 00000, Attention:
President, Facsimile No.: 000-000-0000 or such other address as the Company
shall so notify the Holder, or (ii) if to the Holder, to the address or
facsimile number appearing on the Warrant Register or such other address or
facsimile number as the Holder may provide to the Company in accordance with
this Section.
14. Warrant
Agent.
The
Company shall serve as warrant agent under this Warrant. Upon 10 days’ notice to
the Holder, the Company may appoint a new warrant agent. Any corporation into
which the Company or any new warrant agent may be merged or any corporation
resulting from any consolidation to which the Company or any new warrant agent
shall be a party or any corporation to which the Company or any new warrant
agent transfers substantially all of its corporate trust or shareholders
services business shall be a successor warrant agent under this Warrant without
any further act. Any such successor warrant agent shall promptly cause notice
of
its succession as warrant agent to be mailed (by first class mail, postage
prepaid) to the Holder at the Holder's last address as shown on the Warrant
Register.
15. Registration
Rights
The
Holder shall have registration rights with respect to the Warrant Shares as
set
forth
in
the Subscription Agreement.
16. Miscellaneous.
(a) This
Warrant shall be binding on and inure to the benefit of the parties hereto
and
their respective successors and assigns. Subject to the preceding sentence,
nothing in this Warrant shall be construed to give to any person or entity
other
than the Company and the Holder any legal or equitable right, remedy or cause
of
action under this Warrant. This Warrant may be amended only in writing signed
by
the Company and the Holder and their successors and assigns.
7
(b) All
questions concerning the construction, validity, enforcement and interpretation
of this Warrant shall be governed by and construed and enforced in accordance
with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal
proceedings concerning the interpretations, enforcement and defense of this
Warrant and the transactions herein contemplated (“Proceedings”)
(whether brought against a party hereto or its respective Affiliates, employees
or agents) may be commenced non-exclusively in the state and federal courts
sitting in the City of New York, Borough of Manhattan (the “New
York Courts”).
Each
party hereto hereby irrevocably submits to the non-exclusive jurisdiction of
the
New York Courts for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein, and
hereby irrevocably waives, and agrees not to assert in any Proceeding, any
claim
that it is not personally subject to the jurisdiction of any New York Court,
or
that such Proceeding has been commenced in an improper or inconvenient forum.
Each party hereto hereby irrevocably waives personal service of process and
consents to process being served in any such Proceeding by mailing a copy
thereof via registered or certified mail or overnight delivery (with evidence
of
delivery) to such party at the address in effect for notices to it under this
Warrant and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.
Each party hereto hereby irrevocably waives, to the fullest extent permitted
by
applicable law, any and all right to trial by jury in any legal proceeding
arising out of or relating to this Warrant or the transactions contemplated
hereby. If either party shall commence a Proceeding to enforce any provisions
of
this Warrant, then the prevailing party in such Proceeding shall be reimbursed
by the other party for its attorney’s fees and other costs and expenses incurred
with the investigation, preparation and prosecution of such
Proceeding.
(c) The
headings herein are for convenience only, do not constitute a part of this
Warrant and shall not be deemed to limit or affect any of the provisions
hereof.
(d) In
case
any one or more of the provisions of this Warrant shall be invalid or
unenforceable in any respect, the validity and enforceability of the remaining
terms and provisions of this Warrant shall not in any way be affected or
impaired thereby and the parties will attempt in good faith to agree upon a
valid and enforceable provision which shall be a commercially reasonable
substitute therefor, and upon so agreeing, shall incorporate such substitute
provision in this Warrant.
[REMAINDER
OF XXXX INTENTIONALLY LEFT BLANK,
SIGNATURE
PAGE FOLLOWS]
8
IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by
its
authorized officer as of the date first indicated above.
| CAMPUSTECH, INC. | ||
| |
|
|
| By: | ||
|
Name: Xxxxxxx Xxxxx |
||
|
Title: Executive
Chairman & Chairman of the Board
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9
CAMPUSTECH,
INC.
DATE
OF
ORIGINALLY ISSUANCE: MAY 3, 2007
WARRANT
NO. MB-001
EXERCISE
NOTICE
TO
CAMPUSTECH, INC.:
The
undersigned hereby irrevocably elects to purchase _____________ shares of Common
Stock pursuant to the above captioned Warrant, and, if such Holder is not
utilizing the cashless exercise provisions set forth in the Warrant, encloses
herewith $________ in cash, certified or official bank check or checks or other
immediately available funds, which sum represents the aggregate Exercise Price
(as defined in the Warrant) for the number of shares of Common Stock to which
this Exercise Notice relates, together with any applicable taxes payable by
the
undersigned pursuant to the Warrant.
By
its
delivery of this Exercise Notice, the undersigned represents and warrants to
the
Company that, at the date hereof, the undersigned is, an “accredited investor”
as defined in Rule 501(a) under the Securities Act. The undersigned is not
a
registered broker-dealer under Section 15 of the Exchange Act.
The
undersigned requests that certificates for the shares of Common Stock issuable
upon this exercise be issued in the name of:
PLEASE
INSERT:
SOCIAL
SECURITY OR TAX IDENTIFICATION NO.:
NAME
AND
ADDRESS:
Warrant
Shares Exercise Log
|
Date
|
|
Number
of Warrant
Shares Available to be Exercised |
|
Number
of Warrant
Shares Exercised |
|
Number
of Warrant
Shares Remaining to be Exercised |
||||
CAMPUSTECH,
INC.
DATE
OF
ORIGINALLY ISSUANCE: MAY 3, 2007
WARRANT
NO. MB-001
FORM
OF
ASSIGNMENT
[To
be
completed and signed only upon transfer of Warrant]
FOR
VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto
________________________________ the right represented by the above-captioned
Warrant to purchase ____________ shares of Common Stock to which such Warrant
relates and appoints ________________ attorney to transfer said right on the
books of the Company with full power of substitution in the
premises.
Dated: _______________,
____
|
(Signature
must conform in all respects to name of holder as specified on the
face of
the Warrant)
|
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|
Address
of Transferee
|
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|
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In
the
presence of:
