EXHIBIT (c)(8)
Dated September , 1998
WARRANT
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THE WARRANT EVIDENCED OR CONSTITUTED HEREBY, AND ALL SHARES OF COMMON STOCK
ISSUABLE HEREUNDER HAVE BEEN AND WILL BE ISSUED WITHOUT REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED ("THE ACT"), AND MAY NOT BE SOLD, OFFERED FOR
SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE ACT
UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT
REQUIRED IN CONNECTION WITH SUCH DISPOSITION.
WARRANT TO PURCHASE
UP TO 19.9% OF THE SHARES OF COMMON STOCK OF
TOKHEIM CORPORATION
(Subject to Adjustment)
NO. 1
THIS CERTIFIES THAT, in consideration of the satisfaction of a portion of
the purchase price payable by Tokheim Corporation, an Indiana corporation (the
"Company"), to Schlumberger Limited, a Netherlands Antilles Corporation
("Schlumberger"), pursuant to the Master Agreement for Purchase and Sale of
Shares, Assets and Liabilities dated as of June 19, 1998 between the Company and
Schlumberger, as amended by letter agreements dated July 21, 1998, July 31, 1998
and August 28, 1998 and Amendment No. 1 thereto dated September 30, 1998 (as so
amended, the "Purchase Agreement"), Schlumberger or its permitted registered
assigns (the "Holder"), is entitled, subject to the terms and conditions of this
Warrant, at any time or from time to time beginning 120 days after the date
hereof (the "Effective Date"), and before 5:00 p.m. Eastern Time on the fifth
anniversary of the date hereof (the "Expiration Date"), to purchase from the
Company, up to 19.9% of the outstanding shares (the "Warrant Shares") of common
stock of the Company (the "Common Stock"), at a price per share of US$0.01 (the
"Purchase Price"), subject to the vesting and earlier termination provisions set
forth herein. The actual number of Warrant Shares issuable upon exercise of the
Warrants will be determined by dividing (i) $20,000,000 by (ii) the weighted
average closing price of the Common Stock on the NYSE-Composite Tape for a two-
month period beginning one month prior to and ending one month after the date of
issuance of this Warrant (the "Issuance Date"). If the number of Warrant Shares
so obtained represents less than 19.9% of the number of shares of Common Stock
outstanding on the Issuance Date, the Warrants will be exercisable for such
number of Warrant Shares. If the number of Warrant Shares so obtained exceeds
19.9% of the number of shares of Common Stock outstanding on the Issuance Date,
the actual number of Warrant Shares for which the Warrants may be exercised will
be 19.9% of the number of shares of Common Stock outstanding on the
Issuance Date. Both the number of Warrant Shares purchasable upon exercise of
this Warrant and the Purchase Price are subject to adjustment and change as
provided herein.
1. CERTAIN DEFINITIONS. As used in this Warrant the following terms shall have
the following respective meanings:
"Fair Market Value" of a share of Common Stock as of a particular date
means:
(a) If traded on a securities exchange or the Nasdaq National
Market, the Fair Market Value shall be deemed to be the weighted average of
the closing prices of the Common Stock on such exchange or market over the
five business days ending two business days prior to the applicable date of
valuation;
(b) If actively traded over-the-counter, the Fair Market Value
shall be deemed to be the average of the closing bid and asked prices over
the 30-day period ending immediately prior to the applicable date of
valuation; and
(c) If there is no active public market, the Fair Market Value
shall be the value as determined in good faith by the Company's Board of
Directors.
"Registered Holder" means any Holder in whose name this Warrant is
registered upon the books and records maintained by the Company.
"SEC" means the Securities and Exchange Commission.
"Warrant" includes this Warrant and any warrant delivered in substitution
or exchange therefor as provided herein.
2. EXERCISE OF WARRANT
2.1. Payment. Subject to compliance with the terms and conditions of this
Warrant and applicable securities laws, this Warrant may be exercised, in whole
or in part at any time or from time to time on or before the Expiration Date, by
surrendering this Warrant at the principal office of the Company together with:
(a) the form of Notice of Exercise attached hereto as Exhibit 1 (the
"Notice of Exercise") duly executed by the Registered Holder, and
(b) payment by: (i) wire transfer in same day funds of an amount equal
to the product obtained by multiplying the number of shares of Common Stock
being purchased upon such exercise by the then effective Purchase Price (the
"Exercise Amount"); (ii) by tendering back to the Company the right to exercise
the Warrants represented hereby with respect to the number of shares of Common
Stock having an aggregate Fair Market Value, net of the aggregate Purchase Price
for such shares, equal to the Exercise Amount; or (iii) with any combination of
the foregoing.
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2.2. Stock Certificates; Fractional Shares. As soon as practicable on or
after the exercise date, the Company shall issue and deliver to the person or
persons entitled to receive the same a certificate or certificates for the
number of whole shares of Common Stock issuable upon such exercise, together
with cash in lieu of any fraction of a share equal to such fraction of the
current Fair Market Value of one whole share of Common Stock as of such exercise
date. No fractional shares or scrip representing fractional shares shall be
issued upon an exercise of this Warrant.
2.3. Partial Exercise; Effective Date of Exercise. In case of any partial
exercise of this Warrant, the Company shall cancel this Warrant upon surrender
hereof and shall execute and deliver a new Warrant of like tenor and date for
the balance of the shares of Common Stock purchasable hereunder. This Warrant
shall be deemed to have been exercised immediately prior to the close of
business on the date of its surrender for exercise as provided above. The
person entitled to receive the shares of Common Stock issuable upon exercise of
this Warrant shall be treated for all purposes as the holder of record of such
shares as of the close of business on the date the Holder is deemed to have
exercised this Warrant.
2.4. Xxxx Xxxxx Xxxxxx. If any filing by the Company under the Xxxx-
Xxxxx-Xxxxxx Antitrust Improvements Act should be required at the time of any
exercise of this Warrant by a Holder, in the reasonable opinion of counsel for
the Holder, the Company promptly will make any such filing with the appropriate
government agency.
3. VALID ISSUANCE: TAXES. All Warrant Shares issued upon the exercise of this
Warrant shall be validly issued, fully paid and non-assessable shares of Common
Stock, and the Company shall pay all taxes and other governmental charges that
may be imposed in respect of the issue or delivery thereof. The Company shall
not be required to pay any tax or other charge imposed in connection with any
transfer involved in the issuance of any certificate for Warrant Shares in any
name other than that of the Holder of this Warrant, and in such case the Company
shall not be required to issue or deliver any stock certificate or security
until such tax or other charge has been paid, or it has been established to the
Company's reasonable satisfaction that no tax or other charge is due.
4. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES. The number of Warrant
Shares issuable upon exercise of this Warrant (or any shares of stock or other
securities or property receivable or issuable upon exercise of this Warrant) and
the Purchase Price are subject to adjustment upon occurrence of the following
events:
4.1. Adjustment for Stock Splits, Stock Subdivisions or Combinations of
Shares. The Purchase Price of this Warrant shall be proportionally decreased
and the number of Warrant Shares issuable upon exercise of this Warrant (or any
shares of stock or other securities at the time issuable upon exercise of this
Warrant) shall be proportionally increased to reflect any stock split or
subdivision (whether effected by a split or stock dividend) of the Common Stock.
The Purchase Price of this Warrant shall be proportionally increased and the
number of Warrant Shares issuable upon exercise of this Warrant (or any shares
of stock or other securities at the
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time issuable upon exercise of this Warrant) shall be proportionally decreased
to reflect any combination of the Common Stock.
4.2. No Adjustment for Dividends or Distributions of Stock or Other
Securities or Property. No adjustment on account of any cash dividend or other
distribution with respect to the Common Stock shall be made to the Purchase
Price or the number of Warrant Shares issuable upon exercise of this Warrant.
4.3. Reclassification. If the Company, by reclassification of securities
or otherwise, shall change any of the securities as to which purchase rights
under this Warrant exist into the same or a different number of securities of
any other class or classes, this Warrant shall thereafter represent the right to
acquire such number and kind of securities as would have been issuable as the
result of such change with respect to the securities that were subject to the
purchase rights under this Warrant immediately prior to such reclassification or
other change and the Purchase Price therefore shall be appropriately adjusted,
all subject to further adjustment as provided in this Section 4.
4.4. Adjustment for Capital Reorganization, Merger or Consolidation. In
case of any capital reorganization of the capital stock of the Company (other
than a combination, reclassification, exchange or subdivision of shares
otherwise provided for herein), or any merger or consolidation of the Company
with or into another corporation, or the sale of all or substantially all the
assets of the Company then, and in each such case, as a part of such
reorganization, merger, consolidation, sale or transfer, lawful provision shall
be made so that the Holder of this Warrant shall thereafter be entitled to
receive upon exercise of this Warrant, during the period specified herein and
upon payment of the Purchase Price then in effect, the number of shares of stock
or other securities or property of the successor corporation resulting from such
reorganization, merger, consolidation, sale or transfer that a holder of the
shares deliverable upon exercise of this Warrant would have been entitled to
receive in such reorganization, consolidation, merger, sale or transfer if this
Warrant had been exercised immediately before such reorganization, merger,
consolidation, sale or transfer, all subject to further adjustment as provided
in this Section 4. The foregoing provisions of this Section 4.4 shall similarly
apply to successive reorganizations, consolidations, mergers, sales and
transfers and to the stock or securities of any other corporation that are at
the time receivable upon the exercise of this Warrant. If the per-share
consideration payable to the Holder hereof for shares in connection with any
such transaction is in a form other than cash or marketable securities, then the
value of such consideration shall be determined in good faith by the Company's
Board of Directors. In all events, appropriate adjustment (as determined in
good faith by the Company's Board of Directors) shall be made in the application
of the provisions of this Warrant with respect to the rights and interests of
the Holder after the transaction, to the end that the provisions of this Warrant
shall be applicable after that event, as near as reasonably may be, in relation
to any shares or other property deliverable after that event upon exercise of
this Warrant.
4.5. Adjustment upon Issuance of Common Stock. If at any time after the
date hereof, the Company shall issue or sell any shares of Common Stock (except
on exercise of this Warrant) or issue or sell any Convertible Securities, as
defined below, for a consideration per
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share less that its Fair Market Value immediately prior to the time of such sale
or issue, then, forthwith upon said issue or sale, the number of Warrant Shares
issuable upon exercise of this Warrant shall be increased to such number of
Warrant Shares as is determined by multiplying the number of Warrant Shares
issuable upon exercise of this Warrant immediately prior to the time of such
issue or sale by a fraction, the numerator of which shall be (x) the total
number of shares of Common Stock outstanding immediately after such issue or
sale, multiplied by (y) the Fair Market Value of a share of Common Stock
immediately prior to such issue or sale, and the denominator of which shall be
the sum of (A) the number of shares of Common Stock outstanding immediately
prior to such issue or sale multiplied by the Fair Market Value of a share of
Common Stock immediately prior to such issue or sale plus (B) the consideration
received by the Company upon such issue or sale.
4.6. Issuance of Convertible Securities. In case the Company shall issue
(whether directly or by assumption in a merger or otherwise) or sell any rights,
options or warrants to purchase shares of Common Stock, or securities
convertible into shares of Common Stock (all such rights, options, warrants and
securities hereinafter referred to as "Convertible Securities"), whether or not
the rights to exchange or convert thereunder are immediately exercisable, and
the price per share for which Common Stock is issuable upon the conversion or
exchange of Convertible Securities (determined as provided below) shall be less
than the Fair Market Value determined as of the date of such issue or sale of
such Convertible Securities, then the total maximum number of shares of Common
Stock issuable upon conversion or exchange of all such Convertible Securities
shall (as of the date of the issue or sale of such Convertible Securities) be
deemed to be outstanding and to have been issued for such price per share,
provided that (A) no further adjustments of the number of Warrant Shares
issuable upon exercise of this Warrant shall be made upon the actual issue of
such Common Stock upon conversion or exchange of such Convertible Securities,
and (B) if any such issue or sale of such Convertible Securities is made upon
exercise of any rights or warrants to subscribe for or purchase or any option to
purchase any such Convertible Securities for which adjustments of the number of
Warrant Shares issuable upon exercise of this Warrant have been or are to be
made, no further adjustment of the number of Warrant Shares issuable upon
exercise of this Warrant shall be made by reason of such issue or sale. The
price per share for which Common Stock is issuable upon conversion or exchange
of Convertible Securities shall be determined by dividing (1) the total amount
received or receivable by the Company as consideration for the issue or sale of
such Convertible Securities, plus the minimum aggregate amount of additional
consideration, if any, payable to the Company upon the conversion or exchange
thereof, by (2) the total maximum number of shares of Common Stock issuable upon
the conversion or exchange of all such Convertible Securities.
5. OPTIONAL REDEMPTION. This Warrant may be redeemed, in whole or in part,
at any time within the 120-day term of the Senior Subordinated Notes (as defined
in the Purchase Agreement) by the Company upon payment of $20,000,000 (or if the
Warrant is redeemed in part, $20,000,000 multiplied by a fraction, the numerator
of which is the number of Warrant Shares for which the portion of the Warrant
being redeemed would have been exercisable at such time (without giving effect
to any adjustment pursuant to Section 4) and the denominator of which is the
original number of Warrant Shares issuable upon exercise of the Warrant) to
Schlumberger, provided that as of such date (i) the Senior Subordinated Notes
have been paid in
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full and (ii) a portion of the Junior Subordinated Notes (determined by
multiplying the then-outstanding principal amount of Junior Subordinated Notes
by a fraction, the numerator of which is the number of Warrant Shares for which
the portion of the Warrant being redeemed would have been exercisable at such
time (without giving effect to any adjustment pursuant to Section 4) and the
denominator of which is the original number of Warrant Shares issuable upon
exercise of the Warrant) simultaneously is redeemed.
6. CERTIFICATE AS TO ADJUSTMENTS. In each case of any adjustment in the
Purchase Price, or number or type of Warrant Shares issuable upon exercise of
this Warrant, the Chief Financial Officer, Controller or such other officer of
the Company designated by the Chief Executive Officer shall compute such
adjustment in accordance with the terms of this Warrant and prepare a
certificate setting forth such adjustment and showing in detail the facts upon
which such adjustment is based, including a statement of the adjusted Purchase
Price. The Company shall promptly send (by facsimile and by either first class
mail, postage prepaid or overnight delivery) a copy of each such certificate to
the Holder.
7. LOSS OR MUTILATION. Upon receipt of evidence reasonably satisfactory to the
Company of the ownership of and the loss, theft, destruction or mutilation of
this Warrant, and of indemnity reasonably satisfactory to it, and (in the case
of mutilation) upon surrender and cancellation of this Warrant, the Company will
execute and deliver in lieu thereof a new Warrant of like tenor as the lost,
stolen, destroyed or mutilated Warrant.
8. RESERVATION OF COMMON STOCK. The Company hereby covenants that at all times
there shall be reserved for issuance and delivery upon exercise of this Warrant
such number of shares of Common Stock or other shares of capital stock of the
Company as are from time to time issuable upon exercise of this Warrant and,
from time to time, will take all steps necessary to amend its Certificate of
Incorporation to provide sufficient reserves of shares of Common Stock issuable
upon exercise of this Warrant (and shares of its Common Stock for issuance on
conversion of such Common Stock). All such shares shall be duly authorized, and
when issued upon such exercise, shall be validly issued, fully paid and non-
assessable, free and clear of all liens, security interests, charges and other
encumbrances or restrictions on sale and free and clear of all preemptive
rights, except encumbrances or restrictions (a) arising under federal or state
securities laws or (b) created by or suffered by the Holder. Issuance of this
Warrant shall constitute full authority to the Company's officers who are
charged with the duty of executing stock certificates to execute and issue the
necessary certificates for Warrant Shares upon the exercise of this Warrant.
9. TRANSFER AND EXCHANGE. Subject to compliance with all applicable securities
laws, this Warrant and any rights hereunder may be transferred to the parent,
subsidiary or affiliate of the Holder, in whole or in part, on the books of the
Company maintained for such purpose at the principal office of the Company
referred to above, by the Holder hereof in person, or by duly authorized
attorney, upon surrender of this Warrant properly endorsed and upon payment of
any necessary transfer tax or other governmental charge imposed upon such
transfer. Upon any permitted partial transfer, the Company will issue and
deliver to the Holder a new Warrant or Warrants with respect to the Warrants not
so transferred. Each taker and holder of
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this Warrant, by taking or holding the same, consents and agrees that when this
Warrant shall have been so endorsed, the person in possession of this Warrant
may be treated by the Company, and all other persons dealing with this Warrant,
as the absolute owner hereof for any purpose and as the person entitled to
exercise the rights represented hereby, any notice to the contrary
notwithstanding; provided, however, that until a transfer of this Warrant is
duly registered on the books of the Company, the Company may treat the Holder
hereof as the owner for all purposes.
10. RESTRICTIONS ON TRANSFER. The Holder, by acceptance hereof, agrees that
absent an effective registration statement filed with the SEC under the
Securities Act of 1933, as amended (the "1933 Act"), covering the disposition or
sale of this Warrant or the Warrant Shares issued or issuable upon exercise
hereof, and registration or qualification under applicable state securities
laws, such Holder will not sell, transfer, pledge, or hypothecate all or any
portion of this Warrant, or the Warrant Shares issued or issuable upon exercise
hereof, unless the Company has received an opinion of counsel, in form and
substance reasonably satisfactory to the Company, to the effect that such
registration or qualification is not required in connection with such
disposition to make such disposition consistent with the legend in Section 11.
11. COMPLIANCE WITH SECURITIES LAWS. By acceptance of this Warrant, the Holder
hereby represents, warrants and covenants that any Warrant Shares purchased upon
exercise of this Warrant or acquired upon conversion thereof shall be acquired
for investment only and not with a view to, or for sale in connection with, any
distribution thereof; that the Holder has had such opportunity as such Holder
has deemed adequate to obtain from representatives of the Company such
information as is necessary to permit the Holder to evaluate the merits and
risks of its investment in the Company; that the Holder is able to bear the
economic risk of holding such shares as may be acquired pursuant to the exercise
of this Warrant for an indefinite period; that the Holder understands that the
Warrant Shares acquired pursuant to the exercise of this Warrant will not be
registered under the 1933 Act (unless otherwise required pursuant to exercise by
the Holder of the registration rights, previously granted to the Holder) and
will be "restricted securities" within the meaning of Rule 144 under the 1933
Act and that the exemption from registration under Rule 144 will not be
available for at least one year from the date of exercise of this Warrant,
subject to any SEC amendment to Rule 144 and even then will not be available
unless a public market then exists for the stock, adequate information
concerning the Company is then available to the public, and other terms and
conditions of Rule 144 are complied with; and that all stock certificates
representing Warrant Shares issued to the Holder upon exercise of this Warrant
or upon conversion of such Warrant Shares may have affixed thereto a legend
substantially in the following form (which legend the Company agrees to remove
when such restrictions are no longer applicable):
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES
LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT
TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE
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AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE
SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR
RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.
12. NO RIGHTS OR LIABILITIES AS STOCKHOLDERS. This Warrant shall not entitle
the Holder to any voting rights or other rights as a stockholder of the Company.
In the absence of affirmative action by such Holder to purchase Warrant Shares
by exercise of this Warrant or upon conversion thereof, no provisions of this
Warrant, and no enumeration herein of the rights or privileges of the Holder
hereof shall cause such Holder hereof to be a stockholder of the Company for any
purpose.
13. HEADINGS. The headings in this Warrant are for purposes of convenience in
reference only, and shall not be deemed to constitute a part hereof.
14. GOVERNING LAW. This Warrant shall be construed and enforced in accordance
with, and governed by, the laws of the State of New York.
15. NOTICES OF RECORD DATE. In case:
(a) the Company shall take a record of the holders of 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;
or
(b) of any consolidation or merger of the Company with or into
another corporation, any capital reorganization of the Company, any
reclassification of the capital stock of the Company, or any conveyance of
all or substantially all of the assets of the Company to another
corporation in which holders of the Common Stock are to receive stock,
securities or property of another corporation; or
(c) of any voluntary dissolution, liquidation or winding-up of the
Company; or
(d) of any redemption or conversion of all outstanding Common Stock;
then, and in each such case, the Company will mail or cause to be mailed to the
Holder of this Warrant a notice specifying, as the case may be, (i) the date on
which a record is to be taken for the purpose of such dividend, distribution or
right, or (ii) the date on which such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation, winding-up,
redemption or conversion is to take place, and the time, if any is to be fixed,
as of which the holders of record of Common Stock or (such stock or securities
as at the time are receivable upon the exercise of this Warrant), shall be
entitled to exchange their shares of Common Stock (or such other stock or
securities), for securities or other property deliverable upon such
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reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up. Such notice shall be delivered at least
five days prior to the date therein specified.
16. SEVERABILITY. If any term, provision, covenant or restriction of this
Warrant is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
17. COUNTERPARTS. For the convenience of the parties, any number of
counterparts of this Warrant may be executed by the parties hereto and each such
executed counterpart shall be, and shall be deemed to be, an original
instrument.
18. SATURDAYS, SUNDAYS AND HOLIDAYS. If the Expiration Date falls on a
Saturday, Sunday or legal holiday, the Expiration Date shall automatically be
extended until 5:00 p.m. Eastern Time the next business day.
19. OBTAINING STOCK EXCHANGE LISTINGS. The Company will from time to time take
all commercially reasonable action which may be necessary so that the Warrant
Shares issuable upon exercise of the Warrant, immediately upon their issuance
upon the exercise of the Warrant, will be listed on the principal securities
exchanges and markets within the United States of America, if any, on which
other shares of Common Stock are then listed.
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IN WITNESS WHEREOF, the parties hereto have executed this Warrant as of the
Effective Date.
TOKHEIM CORPORATION SCHLUMBERGER LIMITED
By: ________________________________ By: ________________________________
____________________________________ ____________________________________
Printed Name Printed Name
____________________________________ ____________________________________
Title Title
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EXHIBIT 1
NOTICE OF EXERCISE
(To be executed upon exercise of Warrant)
TOKHEIM CORPORATION
The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within Warrant Certificate for, and to purchase thereunder,
the securities of Tokheim Corporation, as provided for therein, and tenders
herewith payment of the exercise price in full in the form of cash or a
certified or official bank check in same-day funds in the amount of
$____________ for _________ such securities.
Please issue a certificate or certificates for such securities in the name of,
and pay any cash for any fractional share to (please print name, address and
social security number):
Name: _____________________________________
Address: _____________________________________
Signature: _____________________________________
Note: The above signature should correspond exactly with the name on the first
page of this Warrant or with the name of the assignee appearing in the
assignment form below.
If said number of shares shall not be all the shares purchasable under this
Warrant, a new Warrant Certificate is to be issued in the name of said
undersigned for the balance remaining of the shares purchasable hereunder
rounded to the next whole number of shares.
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EXHIBIT 2
ASSIGNMENT
(To be executed only upon assignment of this Warrant)
For value received, the undersigned hereby sells, assigns and transfers unto
________________________ the within Warrant, together with all right, title and
interest therein, and does hereby irrevocably constitute and appoint
____________________________ attorney, to transfer this Warrant Certificate on
the books of the within-named Company with respect to the number of shares of
Common Stock (or other securities) issuable upon exercise hereof set forth
below, with full power of substitution in the premises:
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Name(s) of Assignee(s) Address # of Warrants
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And if said number of shares shall not be all the shares issuable upon exercise
of this Warrant, a new Warrant Certificate is to be issued in the name of said
undersigned for the balance subject to this Warrant.
Dated: _______________________________
Signature: _______________________________
Notice: The signature to the foregoing Assignment must correspond to the name
as written upon the face of this security in every particular, without
alteration or any change whatsoever; signature(s) must be guaranteed by an
eligible guarantor institution (banks, stock brokers, savings and loan
associations and credit unions with membership in an approved signature
guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange
Act of 1934, as amended.
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