Exhibit 4.3
EXHIBIT B
---------
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED
HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR
AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE
PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE
OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO
THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.
No. ______
WARRANT TO PURCHASE PREFERRED STOCK
OF
XXXXXXXXXX.XXX, INC.
This certifies that, for value received, ______________ or his registered
assigns ("Holder") is entitled, subject to the terms and conditions set forth
below, to purchase from Xxxxxxxxxx.xxx, Inc. (the "Company"), in whole or in
part that number of fully paid and nonassessable shares (the "Warrant Shares")
of Preferred Stock (as defined below) determined in accordance with Section 2
below and at a purchase price per share (the "Exercise Price") determined in
accordance with Section 2 below. The number, character and Exercise Price of
such shares of Preferred Stock are subject to adjustment as provided below and
all references to "Warrant Shares" and "Exercise Price" herein shall be deemed
to include any such adjustment or series of adjustments. The term "Warrant" as
used herein shall mean this Warrant, and any warrants delivered in
substitution or exchange therefor as provided herein.
This Warrant is issued under Section 1 of that certain Note and Warrant
Purchase Agreement between the Company and the Holder, dated as of August 6,
1998 (the "Purchase Agreement"), pursuant to which the initial holder of this
Warrant purchased a convertible promissory note in the principal amount set
forth on Schedule A of the Purchase Agreement (the "Note Amount"). The holder
of this Warrant is subject to certain restrictions, and entitled to certain
rights as set forth in the Purchase Agreement.
1. Term of Warrant. Subject to the terms and conditions set forth herein,
---------------
this Warrant shall be exercisable, in whole or in part, during the term
commencing on the date hereof and ending at 5:00 p.m., Pacific standard time,
on the earliest of the following: (i) the closing of a firmly underwritten
public offering of the company's Common Stock pursuant to a registration
statement under the Securities Act of 1933, as amended; (ii) the closing of a
merger or consolidation of the Company pursuant to which the stockholders of
the Company hold less than 50% of the voting securities of the surviving
entity, or a sale of all or substantially all of the
assets of the Company; or (iii) August 5, 2005, and shall be void thereafter
(the "Exercise Period").
2. Exercise price: Preferred Stock: Number of Shares.
-------------------------------------------------
(a) Exercise Price. The term "Exercise Price" shall mean the price per
--------------
share at which Preferred Stock (as defined below) is sold by the Company in a
financing involving receipt by the Company of at least $1,500,000 or more in
equity, including discharge of the Note (the "Financing").
(b) Preferred Stock. The term "Preferred Stock" shall mean Series A
---------------
Preferred Stock or such other series of the Company's preferred stock that is
issued in the Financing, and any stock into or for which such preferred stock
may thereafter be converted or exchanged. Upon exercise of this Warrant, the
holder shall be entitled to such registration rights, antidilution provisions
and other rights as are provided to purchasers of preferred Stock in the
Financing.
(c) Number of Shares. This Warrant shall be exercisable for that number
----------------
of shares of Preferred Stock as is determined by dividing (i) 20% of the Note
Amount by (ii) the Exercise Price. The number of shares subject to the Warrant
shall be subject to adjustment as set forth in Section 11.
3. Exercise of Warrant.
-------------------
(a) Cash Exercise. This Warrant may be exercised by the Holder by (i) the
-------------
surrender of this Warrant to the Company, with the Notice of Exercise annexed
hereto duly completed and executed on behalf of the Holder, at the office of
the Company (or such other office or agency of the Company as it may designate
by notice in writing to the Holder at the address of the Holder appearing on
the books of the Company) during the Exercise Period and (ii) the delivery of
payment to the company, for the account of the Company, by cash, wire transfer
of immediately available funds to a bank account specified by the Company, or
by certified or bank cashier's check, of the Exercise Price for the number of
Warrant Shares specified in the Exercise Form in lawful money of the United
States of America. The company agrees that such Warrant Shares shall be deemed
to be issued to the Holder as the record holder of such Warrant Shares as of
the close of business on the date on which this Warrant shall have been
surrendered and payment made for the Warrant Shares as aforesaid. A stock
certificate or certificates for the Warrant Shares specified in the Exercise
Form shall be delivered to the Holder as promptly as practicable, and in any
event within 10 days, thereafter. If this Warrant shall have been exercised
only in part, the Company shall, at the time of delivery of the stock
certificate of certificates, deliver to the Holder a new Warrant evidencing
the rights to purchase the remaining Warrant Shares, which new Warrant shall
in all other respects be identical with this Warrant. No adjustments shall be
made on Warrant Shares issuable on the exercise of this Warrant for any cash
dividends paid or payable to holders of record o Common Stock prior to the
date as of which the Holder shall be deemed to be the record holder of such
Warrant Shares.
(b) Net Issue Exercise. In lieu of exercising this Warrant pursuant to
------------------
Section 3(a), this
Warrant may be exercised by the Holder by the surrender of this Warrant to the
company, with a duly executed Exercise Form marked to reflect Net Issue Exercise
and specifying the number of shares of preferred Stock to be purchased, during
normal business hours on any Business Day during the Exercise Period. The
Company agrees that such shares of Preferred Stock as of the close of business
on the date on which this Warrant shall have been surrendered as aforesaid. Upon
such exercise, the Holder shall be entitled to receive shares equal to the value
of this Warrant (or the portion thereof being canceled) by surrender of this
Warrant to the Company together with notice of such election in which event the
Company shall issue to Holder a number of shares of Preferred Stock computed as
of the date of surrender of this Warrant to the Company using the following
formula:
X = Y(A-B)
------
A
Where X = the number of shares of Preferred Stock to be issued to Holder
under this Section 3(b);
Y = the number of shares of Preferred Stock otherwise purchasable
under this Warrant (as adjusted to the date of such
calculation);
A = the fair market value of one share of the Preferred Stock at the
date of such calculation;
B = the Exercise Price (as adjusted to the date of such calculation).
(c) Fair Market Value. For purposes of Section 3(b) fair market value of
-----------------
one share of the Company's Preferred Stock shall mean, as of any date:
(i) the fair market value of the shares of Common Stock into which
such share of Preferred Stock is convertible as of such date, as
determined from the last closing price pr share of the Company's Common
Stock on the principal national securities exchange on which the Common
Stock is listed or admitted to trading, or
(ii) the fair market value of the shares of Common Stock into which
such share of Preferred Stock is convertible as of such date, as
determined from the last reported sales price per share of the company's
Common Stock on the Nasdaq National Market or the Nasdaq Small-Cap market
(collectively, "Nasdaq") if the Company's Common Stock is not listed or
traded on any such exchange, or
(iii) the fair market value of the shares of Common Stock into which
such share of Preferred Stock is convertible as of such date, as
determined from the average of the bid and asked price per share as
reported in the "pink sheets" published by the national Quotation Bureau,
Inc. (the "pink sheets") if the
Company's Common Stock is not listed or traded on any exchange or Nasdaq,
or
(iv) if such quotations are not available, the fair market value
per share of the Company's Preferred Stock on the date such notice was
received by the Company as reasonably determined in good faith by the
Board of Directors of the Company.
(d) 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, and the person entitled to receive the shares of Preferred
Stock issuable upon such exercise shall be treated for all purposes as the
holder of record of such shares as of the close of business on such date. As
promptly as practicable on or after such date and in any event within ten (10)
days thereafter, the Company at its expense shall issue and deliver to the
person or persons entitled to receive the same a certificate or certificates
for the number of shares issuable upon such exercise. In the event that this
Warrant is exercised in part, the Company at its expense will execute and
deliver a new Warrant of like tenor exercisable for the number of shares for
which this Warrant may then be exercised.
4. No Fractional Shares or Scrip. No fractional shares or scrip
-----------------------------
representing fractional shares shall be issued upon the exercise of this
Warrant. In lieu of any fractional share to which the Holder would otherwise
be entitled, the Company shall make a cash payment equal to the Exercise Price
multiplied by such fraction.
5. Replacement of Warrant. On receipt of evidence reasonably
----------------------
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of loss, theft or destruction, on delivery of an
indemnity agreement reasonably satisfactory in form and substance to the
Company or, in the case of mutilation, on surrender and cancellation of this
Warrant, the Company at its expense shall execute and deliver, in lieu of this
Warrant, a new warrant of like tenor and amount.
6. Rights of Stockholders. Subject to Sections 9 and 11 of this Warrant,
----------------------
the Holder shall not be entitled to vote or receive dividends or be deemed the
holder of preferred Stock or any other securities of the Company that may at
any time be issuable on the exercise hereof for any purpose, nor shall
anything contained herein be construed to confer upon the Holder, as such, any
of the rights of a stockholder of the company or any right to vote for the
election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action
(whether upon any recapitalization, issuance of stock, reclassification of
stock, change of par value, or change of stock to no par value, consolidation,
merger, conveyance, or otherwise) or to receive notice of meetings, or to
receive dividends or subscription rights or otherwise until the Warrant shall
have been exercised as provided herein.
7. Transfer of Warrant.
-------------------
(a) Warrant Register. The Company will maintain a register (the "Warrant
----------------
Register") containing the names and addresses of the Holder or Holders. Any
Holder of this Warrant or any
portion thereof may change his address as shown on the Warrant Register by
written notice to the Company requesting such change. Any notice or written
communication required or permitted to be given to the Holder may be delivered
or given by mail to such Holder as shown on the Warrant Register and at the
address shown on the Warrant Register. Until this Warrant is transferred on
the Warrant Register of the Company, the Company may treat the Holder as shown
on the Warrant Register as the absolute owner of this Warrant for all
purposes, notwithstanding any notice to the contrary.
(b) Warrant Agent. The Company may, by written notice to the Holder,
-------------
appoint an agent for the purpose of maintaining the Warrant register referred
to in Section 7(a) above, issuing the Warrant Shares or other securities then
issuable upon the exercise of this Warrant, exchanging this Warrant, replacing
this Warrant, or any or all of the foregoing. Thereafter, any such
registration, issuance, exchange, or replacement, as the case may be, shall be
made at the office of such agent.
(c) Transferability and Nonnegotiability of Warrant. This Warrant may not
-----------------------------------------------
be transferred or assigned in whole or in part without compliance with all
applicable federal and state securities laws by the transferor and transferee
(including the delivery of investment representation letters and legal
opinions reasonably satisfactory to the Company, if such are requested by the
Company). Notwithstanding the foregoing, no investment representation letter
or opinion of counsel shall be required for any transfer of this Warrant (or
any portion thereof) or any shares of Preferred Stock or common Stock issued
upon exercise hereof or conversion thereof (i) in compliance with Rule 144 or
Rule 144A of the Act, or (ii) by gift, will or intestate succession by the
Holder to his or her spouse or lineal descendants or ancestors or any trust
for any of the foregoing; provided that in each of the foregoing cases the
transferee agrees in writing to be subject to the terms of this Section 7(c).
Subject to the provisions of this Warrant with respect to compliance with the
Securities Act of 1933, as amended (the "Act"), title to this Warrant may be
transferred by endorsement (by the Holder executing the Assignment Form
annexed hereto) and delivery in the same manner as negotiable instrument
transferable by endorsement and delivery.
(d) Exchange of Warrant Upon a Transfer. On surrender of this Warrant for
-----------------------------------
exchange, properly endorsed on the Assignment Form and subject to the
provisions of this Warrant with respect to compliance with the Act and with
the limitations on assignments and transfers and contained in this Section 7,
the company at its expense shall issue to or on the order of the Holder a new
warrant or warrants of like tenor, in the name of the Holder or as the Holder
(on payment by the Holder of any applicable transfer taxes) may direct, for
the number of shares issuable upon exercise hereof.
(e) Compliance with Securities Laws.
-------------------------------
(i) The Holder of this Warrant, by acceptance hereof, acknowledges that
this Warrant and the shares of Preferred Stock or Common Stock to be issued
upon exercise hereof or conversion thereof are being acquired solely for the
Holder's own account and not as a nominee for any other party, and for
investment, and that the Holder will not offer, sell or otherwise dispose of
this
Warrant or any shares of Preferred Stock or Common Stock to be issued upon
exercise hereof or conversion thereof except under circumstances that will not
result in a violation of the Act or any applicable state securities laws. Upon
exercise of this Warrant, the Holder shall, if requested by the Company,
confirm in writing, in a form satisfactory to the Company, that the shares of
preferred Stock or Common Stock so purchased are being acquired solely for the
Holder's own account and not as a nominee for any other party, for investment,
and not with a view toward distribution or resale.
(ii) This Warrant and all shares of Preferred Stock or common Stock
issued upon exercise hereof or conversion thereof shall be stamped or
imprinted with a legend in substantially the following form (in addition to
any legend required by state securities laws):
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933. SUCH SECURITIES AND ANY SECURITIES OR SHARES
ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE
AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR
TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE
HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL
EXECUTIVE OFFICES.
(iii) The Company agrees to remove promptly, upon the request of the holder
of this Warrant and Securities issuable upon exercise of the Warrant, the
legend set forth in Section 7(e)(ii) above from the documents/certificates for
such securities upon full compliance with this Agreement and Rules 144 and 145 .
8. Reservation of Stock. The Company covenants that during the term this
--------------------
Warrant is exercisable, the Company will reserve from its authorized and
unissued Preferred Stock or other shares issuable upon exercise of the Warrant a
sufficient number of shares to provide for the issuance of Preferred Stock upon
the exercise of this Warrant (and shares of its Common Stock for issuance on
conversion of such Preferred Stock) and, from time to time, will take all steps
necessary to amend its Restated Certificate of Incorporation (the "Restated
Certificate") to provide sufficient reserves of shares of Preferred Stock
issuable upon exercise of the Warrant (and shares of its common Stock for
issuance on conversion of such Preferred Stock). The Company further covenants
that all shares that may be issued upon the exercise of rights represented by
this Warrant, upon exercise of the rights represented by this Warrant and
payment of the exercise Price, all as set forth herein, will be free from all
taxes, liens and charges in respect of the issue thereof (other than taxes in
respect of any transfer occurring contemporaneously or otherwise specified
herein).
9. Notices.
-------
(a) Whenever the Exercise price or number of shares purchasable
hereunder shall be
adjusted pursuant to Section 11 hereof, the Company shall issue a certificate
signed by its Chief Financial Officer setting forth, in reasonable detail, the
event requiring the adjustment, the amount of the adjustment the method by which
such adjustment was calculated, and the Exercise Price and number of shares
purchasable hereunder after giving effect to such adjustment, and shall cause a
copy of such certificate to be mailed (by first-class mail, postage prepaid) to
the Holder this Warrant.
(b) In case:
(i) 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 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;
(ii) of any capital reorganization of the Company, any
reclassification of he capital stock of the Company, any consolidation or
merger of the Company with or into another corporation, or any conveyance
of all or substantially all of the assets of the Company to another
corporation;
(iii) of any voluntary dissolution, liquidation or winding-up of
the Company;
(iv) of any redemption or conversion of all outstanding Preferred
Stock or Common Stock; or
(v) of the filing of the Company's first registration statement
with the U.S. Securities and Exchange Commission (the "SEC");
then, and in each such case, the Company will mail or cause to the mailed to the
Holder or Holders a notice specifying, as the case may be, (A) the date on which
a record is to be taken for the purpose of such dividend, distribution or right,
and stating the amount and character of such dividend, distribution or right,
(B) the date on which such reorganization, reclassification, consolidation,
merger, conveyance, dissolution, liquidation, winding-up, redemption or
conversion is take place, and the time, if any is to be fixed, as of which the
holders of record of Preferred Stock or Common Stock (or such stock or
securities at the time receivable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Preferred Stock or Common Stock (or such
other sock or securities) for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up, or (C) the anticipated date on which the
Company expects its first registration statement with the SEC to become
effective. Such notice shall be mailed at least fifteen (15) days prior to the
date therein specified.
(c) All such notices, advices and communications shall be deemed to have
been received (i) in the case of personal delivery, on the date of such
delivery and (ii) in the case of mailing, on
the third business day following the date of such mailing if sent to a U.S.
address and on the tenth (10th) business day following the date of such
mailing if sent to an address outside the U.S.
10. Amendments. This Warrant and any term hereof may be changed, waived,
----------
discharged or terminated with the written consent of the Company and the holders
of a majority in interest of the outstanding Notes issued under the Purchase
Agreement.
11. Adjustments. The Exercise Price and the number of shares purchasable
-----------
hereunder are subject to adjustment from time to time as follows:
(a) Stock Conversion or Redemption of Preferred Stock. Should all of the
-------------------------------------------------
Company's Preferred as the case may be, at any time prior to the expiration of
this Warrant, redeemed or converted into shares of the Company's Common Stock
in accordance with the Company's Restated Certificate, then this Warrant shall
immediately become exercisable for that number of shares of the Company's
Common Stock equal to the number of shares of the Common Stock that would have
been received if this Warrant had been exercised in full and the Preferred
Stock received thereupon had been simultaneously converted immediately prior
to such event and the Exercise Price shall immediately adjusted to equal the
quotient obtained by dividing (x) the aggregate Exercise Price of the maximum
number of shares of Preferred Stock for which this Warrant was exercisable
immediately prior to such conversion or redemption, by (y) the number of
shares of Common Stock for which this Warrant is exercisable immediately after
such conversion or redemption. For purpose of the foregoing, the "Restated
Certificate" shall mean the Certificate of Incorporation of the Company as
amended and/or restated and effective immediately prior to the redemption or
conversion of all of the Company's Preferred Stock, as the case may be.
(b) Reclassification, etc. If the Company, at any time while this
---------------------
Warrant, or any portion thereof, remains outstanding and unexpired 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 that were subject to the purchase rights under this Warrant
immediately prior to such reclassification or other change and the Exercise
Price therefor shall be appropriately adjusted, all subject to further
adjustment as provided in this Section 11. No adjustment shall be made
pursuant to this Section 11(b), upon any conversion or redemption of the
Preferred Stock which is the subject of Section 11(a).
(c) Split, Subdivision or Combination of Shares. If the Company at any
-------------------------------------------
time while this Warrant, or any portion thereof, remains outstanding and
unexpired shall split, subdivide or combine the securities as to which
purchase rights under this Warrant exist, into a different number of
securities of the same class, then (i) in the case of a split or subdivision,
the Exercise Price for such securities shall be proportionately decreased and
the securities issuable upon exercise of this Warrant shall be proportionately
increased, and (ii) in the case of a combination, the Exercise Price for such
securities shall be proportionately increased and the securities issuable
upon exercise of this Warrant shall be proportionately decreased.
(d) Adjustments for Dividends in Stock or Other Securities or Property.
------------------------------------------------------------------
If while this Warrant, or any portion hereof, remains outstanding and
unexpired the holders of the securities as to which purchase rights under this
Warrant exist at the time shall have received, or, on or after the record date
fixed for the determination of eligible Stockholders, shall have become
entitled to receive, without payment therefor, other or additional stock or
other securities or property (other than cash) of the Company by way of
dividend, then and in each case, this Warrant shall represent the right to
acquire, in addition to the number of shares of the security receivable upon
exercise of this Warrant, and without payment of any additional consideration
therefor, the amount of such other or additional stock or other securities or
property (other than cash) of the Company that such holder would hold on the
date of such exercise had it been the holder of record of the security
receivable upon exercise of 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 during such period by the provisions of this Section
11.
(e) Certificate as to Adjustments. Upon the occurrence of each
-----------------------------
adjustment or readjustment pursuant to this Section 11, the Company at its
expense shall promptly compute such adjustment or readjustment in accordance
with the terms hereof and furnish to each Holder of this Warrant a certificate
setting forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based. The Company shall, upon
the written request, at any time, of any such Holder, furnish or cause to be
furnished to such Holder a like certificate setting forth: (i) such
adjustments and readjustments; (ii) the Exercise Price at the time in effect;
and (iii) the number of shares and the amount, if any, of other property that
at the time would be received upon the exercise of the Warrant.
(f) No Impairment. The Company will not, by any voluntary action, avoid
-------------
or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Company, but will at all times in good
faith assist in the carrying out of all the provisions of this Section 11 and
in the taking of all such action as may be necessary or appropriate in order
to protect the rights of the Holders of this Warrant against impairment.
12. Miscellaneous.
-------------
(a) This Warrant shall be governed by the laws of the State of Delaware
as applied to agreements entered into in the State of Delaware by and among
residents of the State of Delaware.
(b) In the event of a dispute with regard to the interpretation of this
Warrant, the prevailing party may collect the cost of attorney's fees,
litigation expenses or such other expenses as may be incurred in the
enforcement of the prevailing party's rights hereunder.
(c) The holder hereof agrees to be bound by such market standoff
provisions (i.e., restrictions on stock resale provisions following the
Company's sale of securities in the public
(d) This Warrant shall be exercisable as provided for herein, except
that in the event that the expiration date of this Warrant shall fall on a
Saturday, Sunday and or United States federally recognized Holiday, this
expiration date for this Warrant shall be extended to 5:00 p.m. Pacific
standard time on the business day following such Saturday, Sunday or
recognized Holiday.
IN WITNESS WHEREOF, Xxxxxxxxxx.xxx, Inc. has caused this Warrant to be
executed by its officers thereunto duly authorized.
Dated: August __, 1998
COMPANY:
XXXXXXXXXX.XXX, INC.
By
----------------------------
Title
-------------------------
NOTICE OF EXERCISE
To: Xxxxxxxxxx.xxx, Inc.
(1) The undersigned hereby elects to purchase shares of Series
Preferred Stock of Xxxxxxxxxx.xxx, Inc., pursuant to the terms of the attached
Warrant, and tenders herewith payment of the purchase price for such shares in
full.
(2) In exercising this Warrant, the undersigned hereby confirms and
acknowledges that the shares of Preferred Stock to be issued upon conversion
thereof are being acquired solely for the account of the undersigned and not as
a nominee for any other party, or for investment, and that the undersigned will
not offer, sell or otherwise dispose of any such shares of Preferred Stock
except under circumstances that will not result in a violation of the Securities
Act of 1933, as amended, or any applicable state securities laws.
(3) Please issue a certificate or certificates representing said shares
of Series Preferred Stock in the name of the undersigned or in such other
name as is specified below:
(Name)
(Name)
(4) Please issue a new Warrant for the unexercised portion of the
attached Warrant in the name of the undersigned or in such other name as is
specified below:
(Name)
----------------------
(Date) (Signature)
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned registered owner of this Warrant
hereby sells, assigns and transfers unto the Assignee named below all of the
rights of the undersigned under the within Warrant, with respect to the number
of shares of Series Preferred Stock (or Common Stock) set forth below:
Name of Assignee Address No. of
---------------- ------- Shares
------
and does hereby irrevocably constitute and appoint Attorney to make
such transfer on the books of Xxxxxxxxxx.xxx, Inc., maintained for the purpose,
with full power of substitution in the premises.
The undersigned also represents that, by assignment hereof, the Assignee
acknowledges that this Warrant and the shares of stock to be issued upon
exercise hereof or conversion thereof are being acquired for investment and that
the Assignee will not offer, sell or otherwise dispose of this Warrant or any
shares of stock to be issued upon exercise hereof or conversion thereof except
under circumstances which will not result in a violation of the Securities Act
of 1933, as amended, or any applicable state securities laws. Further, the
Assignee has acknowledged that upon exercise of this Warrant, the Assignee
shall, if requested by the Company, confirm in writing, in a form satisfactory
to the Company, that the shares of stock so purchased are being acquired for
investment and not with a view toward distribution or resale.
Dated: , 19
Signature of Holder
