WARRANT AGREEMENT
Exhibit 10.2
THESE
SECURITIES AND THE SECURITIES ISSUABLE UPON THEIR EXERCISE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED UNLESS
COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT, A "NO ACTION"
LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH
TRANSFER, A TRANSFER MEETING THE REQUIREMENTS OF RULE 144 OF THE SECURITIES
AND
EXCHANGE COMMISSION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER TO
THE
EFFECT THAT ANY SUCH TRANSFER IS EXEMPT FROM SUCH
REGISTRATION.
Execute
Sports, Inc.
WARRANT
NO. May 101
Dated:
May 15, 2006
Execute
Sports, Inc.,
a
corporation organized under the laws of the State of Nevada (the "Company"),
hereby certifies that, for value received from Dutchess Private Equities Fund,
L.P. and Dutchess Private Equities Fund, II, LP (collectively, the "Holder"),
is
entitled, subject to the terms set forth below, to purchase from the Company
up
to a total of four hundred and seventy-five thousand dollars ($475,000) worth
of
the Common Stock, $.001 par value per share (the "Common Stock"), of the Company
(each such share, a "Warrant Share" and all such shares, the "Warrant Shares")
at an exercise price equal to the Conversion Price (as defined in the Debenture
Agreement of this date between the Company and the Holder). The Warrant may
be
exercised on a cashless basis anytime after issuance through and including
the
fifth (5th) anniversary of its original issuance (the "Expiration Date"),
subject to the following terms and conditions:
1. 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,
and the Company shall not be affected by notice to the contrary.
2. Registration
of Transfers and Exchanges.
(a) The
Company or the transfer agent shall enter or record the transfer of any portion
of this Warrant in the Warrant Register, upon surrender of this Warrant to
the
Company at the office specified herein or pursuant to Section 11. 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 Holder. The acceptance of
the
New Warrant by the transferee thereof shall be deemed the acceptance of such
transferee of all of the rights and obligations of a holder of a
Warrant.
(b) This
Warrant is exchangeable, upon the surrender hereof by the Holder to the office
of the Company specified herein or pursuant to Section 3(b) for one or more
New
Warrants, evidencing in the aggregate the right to purchase the number of
Warrant Shares which may then be purchased hereunder. Any such New Warrant
will
be dated the date of such exchange.
3. Duration
and Exercise of Warrants.
(a) This
Warrant shall be exercisable by the registered Holder on any business day before
5:00 P.M., Boston time, at any time and from time to time on or after the date
hereof to and including the Expiration Date. At 5:00 P.M., Boston time on the
Expiration Date, the portion of this Warrant not exercised prior thereto shall
be and become void and of no value. Prior to the Expiration Date, the Company
may not call or otherwise redeem this Warrant without the prior written consent
of the Holder.
(b) Subject
to Sections 2(b), 6 and 10, upon surrender of this Warrant, with the Form of
Election to Purchase attached hereto duly completed and signed, to the Company
at its address for notice set forth in Section 11 and upon payment of the
Exercise Price multiplied by the number of Warrant Shares that the Holder
intends to purchase hereunder, in the manner provided hereunder, all as
specified by the Holder in the Form of Election to Purchase, the Company shall
promptly (but in no event later than 5 business days after the Date of Exercise
(as defined herein)) issue or cause to be issued and cause to be delivered
to or
upon the written order of the Holder and in such name or names as the Holder
may
designate, a certificate for the Warrant Shares issuable upon such exercise,
free of restrictive legends except either (i) in the event that a registration
statement covering the resale of the Warrant Shares and naming the Holder as
a
selling stockholder thereunder is not then effective or the Warrant Shares
are
not freely transferable without volume restrictions pursuant to Rule 144(k)
promulgated under the Securities Act of 1933, as amended (the "Securities Act"),
or (ii) if this Warrant shall have been issued pursuant to a written agreement
between the original Holder and the Company, as required by such agreement.
In
the case of (i) above, the Warrant Shares will bear a Securities Act restrictive
legend. Any person so designated by the Holder to receive Warrant Shares shall
be deemed to have become holder of record of such Warrant Shares as of the
Date
of Exercise (as defined in this subsection) of this Warrant. A "Date of
Exercise" means the date on which the Company shall have received (i) this
Warrant (or any New Warrant, as applicable), with the Form of Election to
Purchase attached hereto (or attached to such New Warrant) appropriately
completed and duly signed, and (ii) payment of the Exercise Price for the number
of Warrant Shares so indicated by the holder hereof to be
purchased.
(c) This
Warrant shall be exercisable, either in its entirety or, from time to time,
for
a portion of the number of Warrant Shares. If less than all of the Warrant
Shares which may be purchased under this Warrant are exercised at any time,
the
Company shall issue or cause to be issued, at its expense, a New Warrant
evidencing the right to purchase the remaining number of Warrant Shares for
which no exercise has been evidenced by this Warrant. In the event the Common
Stock representing the Warrant Shares is not delivered per the written
instructions of the Purchaser, within ten (10) business days after the Notice
of
Election and Warrant is received by the Company (the “Delivery Date”), then in
such event the Company shall pay to Holder two percent (2.0%) in cash, of the
dollar value of the Warrant Shares to be issued per each day after the Delivery
Date that the Warrant Shares are not delivered. The Company acknowledges that
its failure to deliver the Warrant Shares by the Delivery Date will cause the
Holder to suffer damages in an amount that will be difficult to ascertain.
Accordingly, the parties agree that it is appropriate to include in this Warrant
a provision for liquidated damages. The parties acknowledge and agree that
the
liquidated damages provision set forth in this section represents the parties’
good faith effort to quantify such damages and, as such, agree that the form
and
amount of such liquidated damages are reasonable and will not constitute a
penalty. The payment of liquidated damages shall not relieve the Company from
its obligations to deliver the Common Stock pursuant to the terms of this
Warrant. The Company shall make any payments incurred under this Section 3
in
immediately available funds within five (5) business days from the date of
issuance of the applicable Warrant Shares. Nothing herein shall limit Holder’s
right to pursue actual damages or cancel the Notice of Election for the
Company’s failure to issue and deliver Common Stock to the Holder within seven
(7) business days following the Delivery Date.
4. Registration
Rights.
During
the term of this Warrant, the Company agrees to use its best efforts to file,
within twenty-one (21) calendar days of the Closing, a registration statement
with the Securities and Exchange Commission covering the resale of the Warrant
Shares and naming the Holder as a selling stockholder thereunder (unless the
Warrant Shares are otherwise freely transferable without volume restrictions
pursuant to Rule 144(k) or Rule 144A promulgated under the Securities Act of
1933). The registration rights granted to the Holder pursuant to this Section
shall continue until all of the Holder's Warrant Shares have been sold in
accordance with an effective registration statement or upon the Expiration
Date,
or as otherwise provided in the Debenture Registration Rights Agreement entered
into between the Company and the original Holder as of the original issuance
date hereof. The Company will pay all registration expenses in connection
therewith.
5.
Payment
of Taxes.
The
Company will pay all documentary stamp taxes attributable to the issuance of
Warrant Shares upon the exercise of this Warrant; provided, however, that the
Company shall not be required to pay any tax that 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.
6. 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 indemnity, if requested, satisfactory to it. Applicants
for a New Warrant under such circumstances shall also comply with such other
reasonable regulations and procedures and pay such other reasonable charges
as
the Company may prescribe.
7. 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 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 actual contingent purchase rights of persons other than
the
Holder (taking into account the adjustments and restrictions of Section 8).
The
Company covenants that all Warrant Shares that shall be 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. If the Company does not have a
sufficient amount of Common Stock authorized to reserve for the Warrant Shares,
it shall use its best efforts to place before shareholder vote a proposal to
increase the number of its authorized shares as soon as reasonably
practicable.
8. Certain
Adjustments.
The
Exercise Price 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
8. Upon each such adjustment of the Exercise Price pursuant to this Section
8,
the Holder shall thereafter prior to the Expiration Date be entitled to
purchase, at the Exercise Price resulting from such adjustment, the number
of
Warrant Shares obtained by multiplying the Exercise Price in effect immediately
prior to such adjustment by the number of Warrant Shares issuable upon exercise
of this Warrant immediately prior to such adjustment and dividing the product
thereof by the Exercise Price resulting from such adjustment.
(a) An
adjustment shall be made, if the Company, at any time while this Warrant is
outstanding (i) pays a stock dividend (except scheduled dividends paid on
outstanding preferred stock as of the date hereof which contain a stated
dividend rate) or otherwise make a distribution or distributions on shares
of
its Common Stock or on any other class of capital stock and not the Common
Stock
payable in shares of Common Stock, (ii) subdivides outstanding shares of Common
Stock into a larger number of shares, or (iii) combines outstanding shares
of
Common Stock into a smaller number of shares. If either (i), (ii) or (iii),
above occurs, the Exercise Price shall be multiplied by a fraction of which
the
numerator shall be the number of shares of Common Stock (excluding treasury
shares, if any) outstanding before such event and of which the denominator
shall
be the number of shares of Common Stock (excluding treasury shares, if any)
outstanding after such event. Any adjustment made pursuant to this Section
shall
become effective immediately after the record date for the determination of
stockholders entitled to receive such dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision
or
combination, and shall apply to successive subdivisions and
combinations.
(b) In
case
of any reclassification of the Common Stock, any consolidation or merger of
the
Company with or into another person, the sale or transfer of all or
substantially all of the assets of the Company or any compulsory share exchange
pursuant to which the Common Stock is converted into other securities, cash
or
property, then the Holder shall have the right thereafter to exercise this
Warrant only into the shares of stock and other securities and property
receivable upon or deemed to be held by holders of Common Stock following such
reclassification, consolidation, merger, sale, transfer or share exchange,
and
the Holder shall be entitled upon such event to receive such amount of
securities or property equal to the amount of Warrant Shares such Holder would
have been entitled to had such Holder exercised this Warrant immediately prior
to such reclassification, consolidation, merger, sale, transfer or share
exchange. The terms of any such consolidation, merger, sale, transfer or share
exchange shall include such terms so as to continue to give to the Holder the
right to receive the securities or property set forth in this Section 9(b)
upon
any exercise following any such reclassification, consolidation, merger, sale,
transfer or share exchange.
(c)
If the
Company, at any time while this Warrant is outstanding, shall distribute to
all
holders of Common Stock (and not to holders of this Warrant) evidence of its
indebtedness or assets or rights or warrants to subscribe for or purchase any
security (excluding those referred to in Sections 8(a), (b) and (d)), then
in
each such case the Exercise Price shall be determined by multiplying the
Exercise Price in effect immediately prior to the record date fixed for
determination of stockholders entitled to receive such distribution by a
fraction of which the denominator shall be the Exercise Price determined as
of
the record date mentioned above, and of which the numerator shall be such
Exercise Price on such record date less the then fair market value at such
record date of the portion of such assets or evidence of indebtedness so
distributed applicable to one outstanding share of Common Stock as determined
by
the Company's independent certified public accountants that regularly examines
the financial statements of the Company (the "Appraiser").
(d) If,
at
any time while this Warrant is outstanding, the Company shall issue or cause
to
be issued rights or warrants to acquire or otherwise sell or distribute shares
of Common Stock for a consideration per share less than the lower of the
Exercise Price then in effect and the then fair market value of the Common
Stock, then, forthwith upon such issue or sale, the Exercise Price shall be
reduced to the price (calculated to the nearest one hundredth of a cent)
determined by multiplying the Exercise Price in effect immediately prior thereto
by a fraction, the numerator of which shall be the sum of (i) the number of
shares of Common Stock outstanding immediately prior to such issuance, and
(ii)
the number of shares of Common Stock which the aggregate consideration received
(or to be received, assuming exercise or conversion in full of such rights,
warrants and convertible securities) for the issuance of such additional shares
of Common Stock would purchase at the Exercise Price, and the denominator of
which shall be the sum of the number of shares of Common Stock outstanding
immediately after the issuance of such additional shares. Such adjustment shall
be made successively whenever such an issuance is made.
(e) For
the
purposes of this Section 8, the following clauses shall also be
applicable:
(i)
Record
Date.
In case
the Company shall take a record of the holders of its Common Stock for the
purpose of entitling them (A) to receive a dividend or other distribution
payable in Common Stock or in securities convertible or exchangeable into shares
of Common Stock, or (B) to subscribe for or purchase Common Stock or securities
convertible or exchangeable into shares of Common Stock, then such record date
shall be deemed to be the date of the issue or sale of the shares of Common
Stock deemed to have been issued or sold upon the declaration of such dividend
or the making of such other distribution or the date of the granting of such
right of subscription or purchase, as the case may be.
(ii)
Treasury
Shares.
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) All
calculations under this Section 8 shall be made to the nearest cent or the
nearest 1/100th of a share, as the case may be.
(g) Whenever
the Exercise Price is adjusted pursuant to Section 8(c) above, the Holder,
after
receipt of the determination by the Appraiser, shall have the right to select
an
additional appraiser (which shall be a nationally recognized accounting firm),
in which case the adjustment shall be equal to the average of the adjustments
recommended by each of the Appraiser and such additional appraiser appointed
under this subsection (g). The Holder shall promptly mail or cause to be mailed
to the Company, a notice setting forth the Exercise Price after such adjustment
and setting forth a brief statement of the facts requiring such adjustment.
Such
adjustment shall become effective immediately after the record date mentioned
above, if:
(i) the
Company shall declare a dividend (or any other distribution) on its Common
Stock; or
(ii) the
Company shall declare a special nonrecurring cash dividend on or a redemption
of
its Common Stock; or
(iii) the
Company shall authorize the granting to all holders of the Common Stock rights
or warrants to subscribe for or purchase any shares of capital stock of any
class or of any rights; or
(iv) the
approval of any stockholders of the Company shall be required in connection
with
any reclassification of the Common Stock of the Company, any consolidation
or
merger to which the Company is a party, any sale or transfer of all or
substantially all of the assets of the Company, or any compulsory share exchange
whereby the Common Stock is converted into other securities, cash or property;
or
(v) the
Company shall authorize the voluntary dissolution, liquidation or winding up
of
the affairs of the Company, then the Company shall cause to be mailed to the
Holder at their last addresses as they shall appear upon the Warrant Register,
at least 30 calendar days prior to the applicable record or effective date
hereinafter specified, a notice stating (x) the date on which a record is to
be
taken for the purpose of such dividend, distribution, redemption, rights or
warrants, or if a record is not to be taken, the date as of which the holders
of
Common Stock of record to be entitled to such dividend, distributions,
redemption, rights or warrants are to be determined or (y) the date on which
such reclassification, consolidation, merger, sale, transfer or share exchange
is expected to become effective or close, and the date as of which it is
expected that holders of Common Stock of record shall be entitled to exchange
their shares of Common Stock for securities, cash or other property deliverable
upon such reclassification, consolidation, merger, sale, transfer, share
exchange, dissolution, liquidation or winding up; provided,
however,
that
the failure to mail such notice or any defect therein or in the mailing thereof
shall not affect the validity of the corporate action required to be specified
in such notice.
9. Payment
of Exercise Price.
The
Holder, at its sole election, may pay the Exercise Price in one of the following
manners:
(a) Cash
Exercise.
The
Holder shall deliver immediately available funds; or
(b) Cashless
Exercise.
If at
any time after one year from the date of issuance of this Warrant there is
no
effective Registration Statement registering the resale of the Warrant Shares
by
the Holder at such time, this Warrant may also be exercised at such time by
means of a “cashless exercise.” The Holder shall surrender this Warrant to the
Company together with a notice of 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
average closing bid price of the Common Stock for the five (5) trading days
immediately prior to the Date of Exercise.
B
= the
Exercise Price.
For
purposes of Rule 144 of 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 been commenced, on the issue
date.
(c) The
Holder is limited in the amount of this Warrant it may exercise. In no event
shall the Holder be entitled to exercise any amount of this Warrant in excess
of
that amount upon exercise of which the sum of (1) the number of shares of Common
Stock beneficially owned (as such term is defined under Section 13(d) and Rule
13d-3 of the Securities Exchange Act of 1934 (the 1934 Act”)) by the Holder, and
(2) the number of Warrant Shares issuable upon the exercise of any Warrants
then
owned by Holder, would result in beneficial ownership by the Holder of more
than
9.9% of the outstanding shares of Common Stock of the Company, as determined
in
accordance with Rule13d-1(j). Furthermore, the Company shall not process any
exercise that would result in beneficial ownership by the Holder of more than
9.9% of the outstanding shares of Common Stock of the Company.
10. Fractional
Shares.
The
Company shall not be required to issue or cause to be issued fractional Warrant
Shares on the exercise of this Warrant. The number of full Warrant Shares which
shall be issuable upon the exercise of this Warrant shall be computed on the
basis of the aggregate number of Warrant Shares purchasable on exercise of
this
Warrant so presented. If any fraction of a Warrant Share would, except for
the
provisions of this Section 10, be issuable on the exercise of this Warrant,
the
Company shall pay an amount in cash equal to the Exercise Price multiplied
by
such fraction.
11. Notices.
Any and
all notices or other communications or deliveries hereunder 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 telephone number specified in this Section prior to 5:00 p.m. (Boston
time) on a business day, (ii) the business day after the date of transmission,
if such notice or communication is delivered via facsimile at the facsimile
telephone number specified in this Section later than 5:00 p.m. (Boston time)
on
any date and earlier than 11:59 p.m. (Boston time) on such date, (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:
Xxxx
Xxxxxxx
Execute
Sports, Inc.
0000
Xxxxxx Xxx Xxx, Xxxxx 000
Xxx
Xxxxxxxx, XX 00000
Telephone:
(000) 000-0000
Facsimile:
or
(ii)
if to the Holder, to the Holder at 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 11.
12. Warrant
Agent.
The
Company shall serve as warrant agent under this Warrant Agreement. Upon thirty
(30) 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.
13. Miscellaneous.
(a) This
Warrant Agreement shall be binding on and inure to the benefit of the parties
hereto. This Warrant may be amended only in writing signed by the Company and
the Holder.
(b) Nothing
in this Warrant shall be construed to give to any person or corporation other
than the Company and the Holder any legal or equitable right, remedy or cause
under this Warrant. This Warrant shall inure to the sole and exclusive benefit
of the Company and the Holder.
(c) This
Warrant shall be governed by and construed and enforced in accordance with
the
laws of the Commonwealth of Massachusetts without regard to the principles
of
conflicts of law thereof.
(d) 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.
(e) 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.
14.
Disputes
Under This Agreement.
All
disputes arising under this agreement shall be governed by and interpreted
in
accordance with the laws of the Commonwealth of Massachusetts, without regard
to
principles of conflict of laws. The parties to this agreement will submit all
disputes arising under this agreement to arbitration in Boston, Massachusetts
before a single arbitrator of the American Arbitration Association (“AAA”). The
arbitrator shall be selected by application of the rules of the AAA, or by
mutual agreement of the parties, except that such arbitrator shall be an
attorney admitted to practice law in the Commonwealth of Massachusetts. No
party
to this agreement will challenge the jurisdiction or venue provisions as
provided in this section.
Nothing
in this section shall limit the Holder's right to obtain an injunction for
a
breach of this Agreement from a court of law.
IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by
its
authorized officer as of the date first indicated above.
Execute
Sports, Inc..
By:
/s/Xxxx X. Xxxxxxx
Name: Xxxx
X.
Xxxxxxx
Title:
Chief
Executive Officer
By:
/s/Xxxxxx Xxxxxxx
Name:
Xxxxxx Xxxxxxx
Title:
Chief
Financial Officer
EXHIBIT
A
FORM OF ELECTION TO PURCHASE
(To
be
executed by the Holder to exercise the right to purchase shares of Common Stock
under the foregoing Warrant)
To:
Execute
Sports, Inc.
In
accordance with the Warrant enclosed with this Form of Election to Purchase,
the
undersigned hereby irrevocably elects to purchase _____________ shares of Common
Stock ("Common Stock"), $.001 par value per share, of Execute
Sports, Inc. and,
if
such Holder is not utilizing the cashless exercise provisions set forth in
this
Warrant, encloses herewith $________ in cash, certified or official bank check
or checks, which sum represents the aggregate Exercise Price (as defined in
the
Warrant) for the number of shares of Common Stock to which this Form of Election
to Purchase relates, together with any applicable taxes payable by the
undersigned pursuant to the Warrant.
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 NUMBER
(Please
print name and address)
If
the
number of shares of Common Stock issuable upon this exercise shall not be all
of
the shares of Common Stock which the undersigned is entitled to purchase in
accordance with the enclosed Warrant, the undersigned requests that a New
Warrant (as defined in the Warrant) evidencing the right to purchase the shares
of Common Stock not issuable pursuant to the exercise evidenced hereby be issued
in the name of and delivered to:
(Please
print name and address)
Dated:
_____________, _____ Name
of
Holder:
(Print)
(By:)
(Name:)
(Title:)
(Signature
must conform in all respects to name of holder as specified on the face of
the
Warrant)
