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EXHIBIT 4.3
WARRANT AGREEMENT
WARRANT AGREEMENT made this ___ day of June, 2001 between MICHIGAN COMMUNITY
BANCORP LIMITED, a Michigan corporation (the "Company"), and
________________________a _______________________ (the "Warrant Agent").
FOR VALUE RECEIVED, the parties hereto agree as follows:
1. OFFERING OF WARRANTS. The Company proposes to offer, sell and issue warrants
("Warrants") to purchase up to an aggregate of 332,287 shares of its common
stock ("Common Stock"). Such Warrants comprise a part of the investment units to
be sold by the Company, each unit ("Unit") consisting of two shares of Common
Stock and a Warrant to purchase an additional share of Common Stock. Each
Warrant entitles the registered holder thereof ("Warrant Holder") to purchase a
share of Common Stock at the price of _______________ ($_______) per share.
A registration statement on Form SB-2 with respect to the Warrants, including a
form of prospectus, has been filed by the Company with the Securities and
Exchange Commission ("Commission") under the Securities Act of 1933, as amended
("Securities Act"). Amendments to such registration statement may be filed, and
a final form of prospectus shall be filed with the Commission upon the
effectiveness of such registration statement. Such registration statement
(including all exhibits thereto), as amended at the time it becomes effective
and at the time each post-effective amendment thereto becomes effective, and the
final prospectus filed upon the effectiveness of such registration statement or
post-effective amendment (including any supplements to such final prospectus
filed following such effectiveness) are referred to herein, respectively, as the
"Registration Statement" and the "Prospectus."
2. WARRANTS. As described in the Registration Statement and the Prospectus, each
Warrant shall entitle the Warrant Holder to purchase Common Stock directly from
the Company at the price of _____________ ($___________) per share ("Exercise
Price"). Each Warrant shall be exercisable as provided herein for a period of
thirty-six (36) months commencing [from the date of this offering], provided
that the Common Stock issuable upon the exercise of such Warrant is, at the time
of exercise, registered or otherwise qualified for sale under the Securities Act
and the securities or "blue sky" laws of the jurisdiction in which the exercise
of such Warrant is proposed to be effected ("Warrant Exercise Period"). Upon the
expiration of its Warrant Exercise Period, each Warrant will, respectively,
expire and become void and of no value.
3. CERTIFICATES. The certificates evidencing Warrants ("Warrant Certificates")
shall be registered as to each Warrant Holder and be substantially in the form
set forth in EXHIBIT "A" to this Agreement. Warrant Certificates shall be signed
by, or shall bear the facsimile signature of the President of the Company. If
any person whose signature appears upon any Warrant Certificate as an officer of
the Company shall have ceased to be such officer before such Warrant Certificate
is issued and delivered, such Warrant may be issued and delivered as if such
person had not ceased to be an officer. Any Warrant Certificate may be signed
by, or made to bear the facsimile signature of, any person who at the actual
date of the preparation of such Warrant
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Certificate shall be a proper officer of the Company to sign such Certificate
even though such person was not such an officer upon the date of this Agreement.
4. REGISTRATION OF TRANSFERS AND EXCHANGES. Subject to the provisions of Section
3, the Warrant Agent shall from time to time register the transfer of any
outstanding Warrant Certificate upon records maintained by the Warrant Agent for
such purpose following the surrender of such Warrant Certificate to the Warrant
Agent for transfer, accompanied by appropriate instruments of transfer in form
satisfactory to the Company and the Warrant Agent and duly executed by the
Warrant Holder or a duly authorized attorney. Upon any such registration of
transfer, a new Warrant Certificate shall be issued in the name of and to the
transferee and the surrendered Warrant Certificate shall be canceled.
5. EXERCISE OF WARRANTS.
(a) A Warrant shall be exercised by the Warrant Holder by surrendering
to the Warrant Agent the certificate evidencing such Warrant with the exercise
form on the reverse of such Warrant Certificate duly completed and executed and
delivering to the Warrant Agent, by good check payable to the order of the
Company, the aggregate Exercise Price of the shares of Common Stock to be
purchased.
(b) Upon receipt of a Warrant Certificate with the exercise form
thereon duly executed together with payment in full of the aggregate Exercise
Price of the shares of Common Stock to be purchased, the Warrant Agent shall
requisition from the Company and upon receipt shall make deliver of,
certificates evidencing the total number of shares of Common Stock issuable upon
such exercise, in such names and denominations as are required for delivery to,
or in accordance with the instructions of the Warrant Holder. Such Common Stock
certificates shall be deemed to be issued, and the person to whom such shares of
Common Stock are issued of record shall be deemed to have become a holder of
record of such shares of Common Stock, as of the date of the surrender of such
Warrant Certificate and payment of the Exercise Price, whichever shall last
occur; provided, that if the books of the Company with respect to the transfer
of Common Stock are then closed, such shares shall be deemed to be issued, and
the person to whom such shares of Common Stock are issued of record shall be
deemed to have become a record holder of such shares, as of the date on which
such transfer books of the company shall next be open (whether before, on or
after the expiration of the applicable Warrant Exercise Period).
(c) Subject to Section 5(b), if less than all the Warrants evidenced by
a Warrant Certificate are exercised upon a single occasion, a new Warrant
Certificate for the balance of the Warrants not so exercised shall be issued and
delivered to, or in accordance with transfer instructions properly given by, the
Warrant Holder, until the expiration of the applicable Warrant Exercise Period.
(d) All Warrant Certificates surrendered upon exercise of Warrants
shall be canceled.
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(e) Upon the exercise of any Warrant, the Warrant Agent shall promptly
forward all funds received in payment of the Exercise Price to the Company. Once
such funds are determined to be collected, the Warrant Agent shall cause the
certificate(s) representing the shares of Common Stock issued upon the exercise
of Warrants to be delivered to the record holder(s) of such Common Stock.
(f) Reasonable expenses incurred by the Warrant Agent hereunder shall
be paid or reimbursed by the Company. These expenses, including delivery of
Common Stock certificates to shareholders, shall be paid directly by the Company
upon demand. A report setting forth (I) the names of exercising Warrant Holders,
(ii) the number of shares of Common Stock issuable to such exercising Warrant
Holders, respectively, (iii) the amount of funds remitted by such exercising
Warrant Holders, respectively, and (iv) any expenses paid (including fees and
expenses of the Warrant Agent) shall be provided to the Company by the Warrant
Agent periodically.
6. TAXES. The Company shall pay all documentary, stamp or similar taxes and
other government charges that may be imposed with respect to the issuance of the
Warrants, or the issuance, transfer or delivery of any Warrant Shares upon the
exercise of the Warrants, provided, however, that if the Warrant Shares are to
be delivered in the name of someone other than the Registered Owner of the
Warrant Certificate, no such delivery shall be made unless the person requesting
the same has paid to the Warrant Agent the amount of taxes or charges incident
thereto.
7. MUTILATED OR MISSING WARRANT CERTIFICATES. If any Warrant Certificate is
mutilated, lost, stolen or destroyed, the Company and the Warrant Agent may, on
such terms as to indemnity or otherwise as they may in their discretion impose
(which shall, in the case of a mutilated Warrant Certificate, include the
surrender thereof), and upon receipt of evidence satisfactory to the Company and
the Warrant Agency of such mutilation, loss, theft or destruction, issue a
substitute Warrant Certificate. Applicants for substitute Warrant Certificates
shall comply with any reasonable regulations (and pay any reasonable charges)
prescribed by the Company or the Warrant Agent.
8. RESERVATION OF SHARES. For the purpose of enabling the Company to satisfy its
obligation to issue Common Stock upon the exercise of Warrants, the Company
shall at all times reserve and keep available, free from preemptive rights, out
of the aggregate of its authorized but unissued Common Stock, the full number of
shares which may be issued upon the exercise of Warrants; such shares of Common
Stock shall upon issuance be fully paid, nonassessable, and free from all taxes,
liens, charges and security interests with respect to the issuance thereof.
9. GOVERNMENTAL RESTRICTIONS. If any shares of Common Stock issuable upon the
exercise of Warrants require registration with or approval of any governmental
authority, the company shall endeavor to secure such registration or approval;
provided that in no event shall such shares of Common Stock be issued, and the
Company shall have the authority to suspend the exercise of all Warrants, until
such registration or approval shall have been obtained; however all Warrants,
the exercise of which is requested during any such suspension, shall be
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exercisable at the Exercise Price. If any such period of suspension continues
past the expiration of its Warrant Exercise Period, any Warrant as to which
exercise has been requested on or prior to the expiration of its Warrant
Exercise Period shall be exercisable upon the removal of such suspension until
the close of business on the business day immediately following the expiration
of such suspension.
10. ADJUSTMENTS. Subject to the terms set forth in the Warrant Certificates, if,
prior to the exercise of any Warrants, the Company shall have effected one or
more stock split-ups, stock dividends or other increases or reductions of the
number of shares of its Common Stock outstanding without receiving compensation
therefor in money, services or property, the number of shares of Common Stock
subject to the Warrants shall, (i) if a net increase shall have been effected in
the number of outstanding shares of Common Stock, be proportionately increased,
and the cash consideration payable per share shall be proportionately reduced,
and, (ii) if a net reduction shall have been effected in the number of
outstanding shares of Common Stock, be proportionately reduced and the cash
consideration payable per share be proportionately increased.
11. NOTICE TO WARRANT HOLDERS.
(a) Upon any adjustment as described in Section 10 hereof, the Company
within twenty (20) days thereafter shall (i) cause to be filed with the Warrant
Agent a certificate signed by an officer of the Company setting forth the
details of such adjustment, the method of calculation and the facts upon which
such calculation is based, which certificate shall be conclusive evidence of the
correctness of the matters set forth therein, and (ii) cause written notice of
such adjustments to be given to each Warrant Holder as of the record date
applicable thereto.
(b) If the Company proposes to enter into any reorganization,
reclassification, sale of all or substantially all of its assets, consolidation,
merger, dissolution, liquidation or winding up, the Company shall give notice of
such fact at least twenty (20) days prior to such action to all Warrant Holders,
which notice shall set forth such facts as indicate the effect of such action
(to the extent such effect may be known at the date of such notice) on the
Exercise Price and the kind and amount of the shares or other securities and
property deliverable upon exercise of the Warrants. Without limiting the
obligation of the Company under the provisions of this Agreement to provide such
notice to each Warrant Holder, failure of the Company to give notice shall not
invalidate any corporate action taken by the Company.
12. NO FRACTIONAL WARRANTS OR SHARES. The Company shall not be required to issue
fractions of Warrants upon the reissue of Warrants, any adjustments as described
in Section 10 hereof or otherwise; but the Company in lieu of issuing any such
fractional interest, shall round up or down to the nearest full Warrant. If the
total Warrants surrendered for exercise would result in the issuance of a
fractional share of Common Stock, the Company shall not be required to issue a
fractional share but rather the aggregate number of shares issuable shall be
rounded up or down to the nearest full share.
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13. RIGHTS OF WARRANT HOLDERS. No Warrant Holder, as such, shall have any rights
of a shareholder of the company, either at law or equity, and the rights of the
Warrant Holders, as such are limited to those rights expressly provided in this
Agreement or in the Warrant Certificates. The Company and the Warrant Agent may
treat the registered Warrant Holder in respect of any Warrant Certificate as the
absolute owner thereof for all purposes notwithstanding any notice to the
contrary.
14. WARRANT AGENT. The Company hereby appoints the Warrant Agent to act as the
agent of the Company, and the Warrant Agent hereby accepts such appointment,
upon the following terms and conditions by all of which the Company and every
Warrant Holder, by acceptance of a Warrant, shall be bound:
(a) Statements contained in this Agreement and in the Warrant
Certificates shall be taken as statements of the Company. The Warrant Agent
assumes responsibility hereunder only for the correctness of any statement which
describes the Warrant Agent and/or for action taken or to be taken by the
Warrant Agent.
(b) The Warrant Agent shall not be responsible for any failure of the
Company to comply with any of the Company's covenants contained in this
Agreement or in the Warrant Certificates.
(c) The Warrant Agent may consult at any time with counsel satisfactory
to it (who may be counsel for the Company), and the Warrant Agent shall incur no
liability or responsibility to the Company or to any Warrant Holder in respect
of any action taken, suffered or omitted by it hereunder in good faith and in
accordance with the opinion or the advice of such counsel, provided the Warrant
Agent shall have exercised reasonable care in the selection and continued
employment of such counsel.
(d) The Warrant Agent shall incur no liability or responsibility to the
Company or to any Warrant Holder for any action taken in reliance upon any
notice, resolution, waiver, consent, order, certificate or other paper, document
or instrument believed by it to be genuine and to have been signed, sent or
presented by the proper party or parties.
(e) The Company agrees to pay to the Warrant Agent for the services
rendered by the Warrant Agent hereunder those fees to which the Warrant Agent is
entitled as the Company's transfer agent and registrar. The Company shall also
reimburse the Warrant Agent for all expenses, taxes and governmental charges and
all other charges of any kind or nature incurred by the Warrant Agent in the
performance of this Agreement.
(f) The Company shall indemnify the Warrant Agent and hold it harmless
against any and all liabilities, including judgments, costs and counsel fees,
incurred in connection with its performance of this Agreement, except as a
result of the Warrant Agent's negligence or bad faith. In no case shall the
Warrant Agent be liable for special, indirect, incidental or consequential loss
or damage of any kind whatsoever, even if the Warrant Agent has been advised of
the likelihood of such loss or damage.
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(g) The Warrant Agent shall be under no obligation to institute any
action, suit or legal proceeding or to take any other action likely to involve
expense unless the Company or one or more Warrant Holders shall furnish the
Warrant Agent with reasonable security and indemnity for any costs and expenses
which may be incurred in connection with such action, suit or legal proceeding,
but this provision shall not affect the power of the Warrant Agent to take such
action as the Warrant Agent may, in its sole and absolute discretion, consider
proper, whether with or without any such security or indemnity.
All rights of action under this Agreement or under any of the Warrants may be
enforced by the Warrant Agent without the possession of any of the Warrant
Certificates or the production thereof at any trial or other proceeding relative
thereto, and any such action, suit or proceeding instituted by the Warrant Agent
shall be brought in its name as Warrant Agent, and any recovery of judgment
shall be for the ratable benefit of the Warrant Holders as their respective
rights or interests may appear, subject to the terms set forth in the Warrant
Certificates.
(h) The Warrant Agent and any shareholder, director, officer or
employee of the Warrant Agent may buy, sell or deal in any of the Warrants or
other securities of Company, or become pecuniarily interested in any transaction
in which the Company may be interested, or contract with or lend money to the
Company, or otherwise act as fully and freely as though it were not Warrant
Agent under this Agreement or a shareholder, director, officer or employee of
such Warrant Agent. Nothing herein shall preclude the Warrant Agent from acting
in any other capacity for the Company or for any other legal entity.
15. SUCCESSOR WARRANT AGENT. Any entity into which the Warrant Agent may be
merged or converted or with which it may be consolidated, or any entity
resulting from any merger, conversion or consolidation to which the Warrant
Agent shall be a party, or any entity succeeding to the trust business of the
Warrant Agent, shall be the successor to the Warrant Agent hereunder without the
execution or filing of any further act of a party or the parties hereto.
16. CHANGE OF WARRANT AGENT. The Warrant Agent may resign from its duties under
this Agreement upon notice given in writing by the Warrant Agent or the Company;
the Warrant Agent may be discharged by the Company from its duties under this
Agreement upon notice given in writing by the Company to the Warrant Agent; the
foregoing notices shall, in either case, give the date when such resignation or
discharge shall take effect and shall be sent at least thirty (30) days prior to
the date so specified. If the Warrant Agent shall resign, be discharged or shall
otherwise become incapable of acting, the Company shall appoint a successor to
the Warrant Agent.
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17. NOTICES. Any notice or demand authorized by this Agreement to be given or
made by the Warrant Agent or by any Warrant Holder to or on the Company shall be
sufficiently given or made if sent by first class mail, certified or registered,
postage prepaid, addressed (until another address is filed in writing by the
Company with the Warrant Agent), as follows:
Michigan Community Bancorp Limited
00000 Xxxxxxxxxx Xxxx
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx XxXxxxxx
Any notice or demand authorized hereby to be given or made by any Warrant Holder
or by the Company to or on the Warrant Agent shall be sufficiently given or made
if sent by mail, first class, certified or registered, postage prepaid,
addressed (until another address is filed in writing by the Warrant Agent with
the Company), as follows:
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Any distribution, notice or demand required or authorized by this Agreement to
be given or made by the Company or the Warrant Agent to or on the Warrant
Holders shall be sufficiently given or made if sent by first class mail,
certified or registered, postage prepaid, addressed to the Warrant Holders at
their last known addresses as such addresses shall appear on the registration
books for the Warrant Certificates maintained by the Warrant Agent.
18. SUPPLEMENTS AND AMENDMENTS. The Company and the Warrant Agent may from time
to time supplement or amend this Agreement without the approval of any of the
Warrant Holders in order to cure any ambiguity, or to correct or supplement any
provision contained herein which may be defective or inconsistent with any other
provisions herein, or to make any other provisions in regard to matters or
questions arising hereunder which the Company and the Warrant Agent may deem
necessary or desirable.
19. SUCCESSORS. All the covenants and provisions of this Agreement by or for the
benefit of the Company or the Warrant Agent shall bind and inure to the benefit
of their respective successor and assigns.
20. TERMINATION. This Agreement shall terminate at the close of business on the
date upon which the Warrant Exercise Period expires as to all Warrants (or the
business day next following such date) or such earlier date upon which all of
the Warrants is suspended pursuant to Section 9 and such suspension continues
beyond the date upon which the Warrant Exercise Period expires as to all
Warrants, this Agreement shall terminate on the business day immediately
following the expiration of such suspension. The provisions of Section 13 shall
survive such termination.
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21. GOVERNING LAW. This Agreement and each Warrant Certificate issued hereunder
shall be deemed to be a contract made under the laws of the State of Michigan
and for all purposes shall be construed in accordance with the internal laws of
said state.
22. BENEFITS OF AGREEMENT. Nothing in this Agreement shall be construed to give
to any person or entity other than the Company, the Warrant Agent and the
Warrant Holders, any legal or equitable right, remedy or claim hereunder, this
Agreement being expressly for the sole and exclusive benefit of the Company, the
Warrant Agent and the Warrant Holders.
23. COUNTERPARTS. This Agreement may be executed in counterparts, and both of
such counterparts shall for all purposes be deemed to be an original and both
such counterparts shall together constitute but one and the same instrument.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be signed by
their duly authorized agents.
MICHIGAN COMMUNITY BANCORP LIMITED
By:
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Xxxxx X. XxXxxxxx, President
By:
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Name
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Title
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Exhibit A to
Warrant Agreement
No. W Warrants
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CLASS A REDEEMABLE COMMON STOCK
PURCHASE WARRANT CERTIFICATE
MICHIGAN COMMUNITY BANCORP LIMITED
This certifies that for value received, ____________________ or
registered assigns (the "Registered Owner"), is the owner of ______ Class A
redeemable common stock purchase warrants (the "Warrants"), each of which
Warrants entitles the Registered Owner to purchase during the period commencing
________________ and expiring at 5:00 P.M. [Eastern] time on ________________,
200_, one fully paid and non-assessable share of common stock, no par value per
share, of Michigan Community Bancorp Limited, a Michigan corporation (the
"Company"), upon payment of $_____ per share (the "Exercise Price"); provided,
however, that the number of shares of the Company's common stock purchasable
upon exercise of each Warrant may be increased or reduced and the Exercise Price
adjusted in the event of certain contingencies provided for in the Warrant
Agreement described below. Payment of the Exercise Price of warrants represented
by this Warrant Certificate shall be made in lawful money of the United States
of America by check or wire transfer payment payable to the order of the Warrant
Agent for the account of the Company.
The Warrant Certificate and each Warrant represented hereby are
issued pursuant to and are subject in all respects to the terms and conditions
contained in the Warrant Agreement dated as of ________________, 2001 between
the Company and ____________________ ("Warrant Agent"). . Copies of the Warrant
Agreement are on file at the office of the Warrant Agent.
In order to exercise these Warrants, the form of election to
purchase on the reverse side must be properly completed and executed. If
Warrants represented by this Warrant Certificate are exercised with respect to
fewer than all shares purchasable, certificates representing Warrant to purchase
the remaining number of shares will be issued. The Company shall not be required
to issue fractions of shares upon the exercise of Warrants.
Warrants are transferable at the office of the Warrant Agent (or
of its successor as Warrant Agent) by the Registered Owner thereof in person or
by attorney duly authorized in writing, in the manner and subject to the
limitations on transfer set forth in the Warrant Agreement, upon surrender of
the Warrant Certificate and the payment of transfer taxes, if any. Upon any such
transfer, a new Warrant Certificate or new Warrant Certificates of different
denominations, of like tenor and representing in the aggregate the right to
purchase a like number of shares of the Company's common stock, will be issued
to the transferee in exchange for this Warrant Certificate, subject to the
limitations set forth in the Warrant Agreement.
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This Warrant Certificate, when surrendered at the office of the
Warrant Agent (or of its successor as Warrant Agent) by the Registered Owner in
person or by attorney duly authorized in writing, may be exchanged for any other
Warrant Certificate of different denominations, of like tenor and representing
in the aggregate the right to purchase a like number of shares, subject to the
limitations provided in the Warrant Agreement.
If this Warrant Certificate shall be surrendered for exercise
within any period during which the transfer books for the Company's common stock
or other securities purchasable upon the exercise of Warrants are closed for any
reason, the Company shall not be required to make deliver of certificates for
the securities purchasable upon such exercise until the date of the reopening of
said transfer books.
The Registered Owner shall not be entitled to any of the rights of
a stockholder of the Company prior to exercise hereof.
Subject to the provisions of the Warrant Agreement, the Warrants
may be redeemed at the option of the Company for a redemption price of $.05 per
Warrant on not less than 30 days' notice, provided that the closing bid price
for the Company's common stock, as reported by the market on which the common
stock trades, has exceeded $______________ for any 20 consecutive trading days.
In the event the Company exercises its right to redeem the Warrants, the
Warrants will be exercisable until the close of business on the date fixed for
redemption in such notice. If any Warrant called for redemption is not exercised
by such date, it will cease to be exercisable and the Registered Owner will be
entitled only to the redemption price.
Prior to due presentment for registration or transfer thereof, the
Company and the Warrant Agent may treat the Registered Owner as the absolute
owner hereof and of each Warrant represented hereby (notwithstanding any
notations of ownership or writing hereon made by anyone other than a duly
authorized officer of the Company or the Warrant Agent) for all purposes and
shall not be affected by any notice to the contrary, except as provided in the
Warrant Agreement.
This Warrant Certificate is not valid unless countersigned by the
Warrant Agent.
IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be duly executed, manually or in facsimile, by two of its
officers thereunto duly executed, manually or in facsimile, by two of its
officers thereunto duly authorized and a facsimile of its corporate seal to be
imprinted hereon.
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MICHIGAN COMMUNITY BANCORP LIMITED
By:
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, President
By:
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, Secretary
COUNTERSIGNED:
, as
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Warrant Agent
By:
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Authorized Officer
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EXERCISE
The undersigned Registered Owner hereby irrevocably elects to
exercise _______ Warrants represented by this Warrant Certificate, and to
purchase the shares of Common Stock of the Company issuable upon the exercise of
such Warrants, and requests that certificates for such shares shall be issued in
the name of:
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(Please print or type name and address)
and be delivered to:
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(Please print or type name and address)
Please insert social security
Or other identifying number:
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And, if such number of Warrants shall not be all of the Warrants
evidenced by the Warrant Certificate, that a new Warrant Certificate for the
balance of such Warrants be registered in the name of and delivered to, the
Registered Owner at the address stated below.
IMPORTANT: The name of the person exercising this Warrant must
correspond with the name of the Warrantholder written on the face of this
Warrant Certificate in every particular, without alteration or any change
whatever, unless it has been assigned by completing the Assignment form below.
Dated: , 200
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Signature of Registered Owner
SIGNATURE GUARANTEE
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Print Name
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Address
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:
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(Please print or type name and address)
Please insert social security
Or other identifying number:
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_______ of the Warrants represented by this Warrant Certificate, and
hereby irrevocably constitutes and appoints any officer of the Company or its
transfer agent and registrar as lawful Attorney to transfer this Warrant
Certificate on the books of the Company, with full power of substitution in the
premises.
Dated: , 200
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Signature of Registered Owner
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Print Name
IMPORTANT: Every registered owner of this Certificate must sign it
to assign or otherwise transfer Warrants. The above signature or signatures must
correspond with the name or names written on the face of this Warrant
Certificate in every particular, without alteration, enlargement or any change
whatever. Each signature should be "medallion" guaranteed by an eligible
guarantor institution (Banks, Stockbrokers, 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.
SIGNATURE GUARANTEE:
