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Exhibit 4.6.2
THIS WARRANT HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR THE SECURITIES ACT OF ANY STATE (COLLECTIVELY, THE "ACTS").
NEITHER THIS WARRANT NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED,
PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE PROPOSED TRANSACTION DOES NOT
REQUIRE REGISTRATION OR QUALIFICATION UNDER ALL OF THE APPLICABLE ACTS, OR AN
OPINION OF COUNSEL SATISFACTORY TO FREMONT GOLD CORPORATION TO THE EFFECT THAT
SUCH REGISTRATIONS ARE NOT REQUIRED OR THE PROPOSED TRANSACTION IS REGISTERED OR
QUALIFIED AS REQUIRED BY ANY APPLICABLE ACTS. THIS WARRANT IS SUBJECT TO OTHER
LIMITATIONS ON TRANSFER.
WARRANT
TO PURCHASE COMMON STOCK OF
FREMONT GOLD CORPORATION
EXPIRING ON JUNE 13, 1999
Fremont Gold Corporation ("Company"), a Delaware corporation, hereby
certifies that, for value received, _________ ("Holder"), whose address is
_________________ is entitled, subject to the terms set forth below at any time
or from time to time after the date hereof and before the Expiration Date (as
defined below), to purchase from the Company _________ shares ("Shares") of
Common Stock ("Common Stock"), par value $.001 per share, at a purchase price
per Share of US$2.00 (the purchase price per Share, as adjusted from time to
time pursuant to the provisions herein set forth, is referred to in this Warrant
as the "Purchase Price").
This Warrant is being issued to the Holder pursuant to the terms of
that certain Promissory Note in the original principal amount of
US$________________, dated JUNE 13, 1997, issued by the Company in favor of
Holder.
1 TERM OF THE WARRANT.
1.1 Time of Exercise. Subject to the provisions of Sections 1.5,
"Transfer and Assignment," this Warrant may be exercised at any time and from
time to time after its issuance but no later than 5:00 p.m., M.S.T., JUNE 13,
1999 ("Expiration Date"), at which point it shall become void and all rights
under this Warrant shall cease.
1.2 Manner of Exercise.
1.2.1 The holder of this Warrant ("Holder") may exercise this
Warrant, in whole or in part, upon surrender of this Warrant with the form of
subscription attached hereto duly executed, to the Company at its corporate
office at 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx,
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British Columbia, Canada V62 1S4, together with the full Purchase Price for each
Share to be purchased in lawful money of the United States, or by certified
check, bank draft or postal or express money order payable in United States
dollars to the order of the Company, and upon compliance with and subject to the
conditions set forth in this Warrant.
1.2.2 Upon receipt of this Warrant with the form of
subscription duly executed and accompanied by payment of the aggregate Purchase
Price for the Shares for which this Warrant is then being exercised, the Company
shall cause to be issued certificates or other evidence of ownership, for the
total number of whole Shares for which this Warrant is being exercised in such
denominations as are required for delivery to the Holder, and the Company shall
thereupon deliver such documents to the Holder or its nominee.
1.2.3 If the Holder exercises this Warrant with respect to
fewer than all of the Shares that may be purchased under this Warrant, the
Company shall execute a new Warrant for the balance of the Shares that may be
purchased upon exercise of this Warrant and deliver such new Warrant to the
Holder.
1.2.4 The Company covenants and agrees that it will pay when
due and payable any and all taxes which may be payable in respect of the issue
of this Warrant, or the issue of any Shares upon the exercise of this Warrant.
The Company shall not, however, be required to pay any tax which may be payable
in respect of any transfer involved in the issuance or delivery of this Warrant
or of the Shares in a name other than that of the Holder at the time of
surrender, and until the payment of such tax, the Company shall not be required
to issue such Shares.
1.2.5 Holder understands and agrees that the Shares issued
upon exercise hereof will be "restricted securities," as that term is defined in
the Securities and Exchange Commission's Rule 144 promulgated under the
Securities Act of 1933, as amended (the "Securities Act), and as such will be
subject to the restrictions on transfer and sale.
1.3 Exchange of Warrant. This Warrant may be split-up, combined or
exchanged for another Warrant or Warrants of like tenor to purchase a like
aggregate number of Shares. If the Holder desires to split-up, combine or
exchange this Warrant, he shall make such request in writing delivered to the
Company at its corporate office and shall surrender this Warrant and any other
Warrants to be so split-up, combined or exchanged, the Company shall execute and
deliver to the person entitled thereto a Warrant or Warrants, as the case may
be, as so requested. The Company shall not be required to effect any split-up,
combination or exchange which will result in the issuance of a Warrant entitling
the Holder to purchase upon exercise a fraction of a Share. The Company may
require the Holder to pay a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with any split-up, combination or
exchange of Warrants. The term "Warrant" as used herein includes any Warrants
issued in substitution for or replacement of this Warrant, or into which this
Warrant may be divided or exchanged. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant, and, in the case of loss, theft or destruction of reasonably
satisfactory indemnification, including a surety bond if required by the
Company, and upon surrender and cancellation of this Warrant, if mutilated, the
Company
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will cause to be executed and delivered a new Warrant of like tenor and date.
Any such new Warrant executed and delivered shall constitute an additional
contractual obligation on the part of the Company, whether or not this Warrant
so lost, stolen, destroyed, or mutilated shall be at any time enforceable by
anyone.
1.4 Holder as Owner. Subject to the limitations on transfer pursuant to
Section 1.5 hereof, prior to due presentment for registration of transfer of
this Warrant, the Company may deem and treat the Holder as the absolute owner of
this Warrant (notwithstanding any notation of ownership or other writing hereon)
for the purpose of any exercise hereof and for all other purposes, and the
Company shall not be affected by any notice to the contrary. Irrespective of the
date of issue and delivery of certificates for any Common Stock issuable upon
the exercise of the Warrant, each person in whose name any such certificate is
issued shall be deemed to have become the holder of record of the Shares
represented thereby on the date on which all or a portion of the Warrant
surrendered in connection with the subscription therefor was surrendered and
payment of the purchase price was tendered. No surrender of all or a portion of
the Warrant on any date when the stock transfer books of the Company are closed,
however, shall be effective to constitute the person or persons entitled to
receive Shares upon such surrender as the record holder of such Shares on such
date, but such person or persons shall be constituted the record holder or
holders of such Shares at the close of business on the next succeeding date on
which the stock transfer books are opened. Each person holding any Shares
received upon exercise of Warrant shall be entitled to receive only dividends or
distributions payable to holders of record on or after the date on which such
person shall be deemed to have become the holder of record of such Shares.
1.5 Transfer and Assignment. This Warrant may not be sold,
hypothecated, assigned or transferred in any other manner except with the prior
written consent of the Company. All requests for the Company's written consent
to the sale, hypothecation, assignment or transfer, in any manner (each a
"Transfer") of this Warrant shall be made in a writing delivered to the Company
at its corporate office located at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, Xxxxxx X0X 0X0. The Company shall be entitled, for any reason or no
reason, to refuse to grant consent to the Transfer of this Warrant and nothing
contained herein shall be deemed to obligate the Company, in any manner, to
grant its consent to any Transfer of this Warrant. Prior to any Transfer of this
Warrant, the registered holder of this Warrant agrees to deliver to the Company
an opinion of counsel, concurred in by the reasonable opinion of Counsel to the
Company, that the proposed transfer may be effected without registration or
qualification under the Securities Act and any other applicable securities laws.
1.6 Method for Assignment. Any Transfer permitted under this Warrant
shall be made by surrender of this Warrant to the Company at its corporate
office with the form of assignment attached hereto duly executed and funds
sufficient to pay any transfer tax. In such event, the Company shall, without
charge, execute and deliver a new Warrant in the name of the assignee designated
in such instrument of assignment and this Warrant shall promptly be canceled.
This Warrant may be divided or combined with other Warrants which carry the same
rights upon presentation thereof at the corporate office of the Company together
with a written notice signed by the Holder, specifying the names and
denominations in which such new Warrants are to be issued.
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1.7 Rights of Holder. Nothing contained in this Warrant shall be
construed as conferring upon the Holder the right to vote or consent or receive
notice as a stockholder in respect of any meetings of stockholders for the
election of directors or any other matter, or as having any rights whatsoever as
a stockholder of the Company. If, however, at any time prior to the expiration
of this Warrant and prior to its exercise, any of the following shall occur:
1.7.1 The Company shall take a record of the holders of its
shares of Common Stock for the purpose of entitling them to receive a dividend
or distribution payable otherwise than in cash, or a cash dividend or
distribution payable otherwise than out of current or retained earnings; as
indicated by the accounting treatment of such dividend or distribution on the
books of the Company; or
1.7.2 The Company shall offer to the holders of its Common
Stock any additional shares of capital stock of the Company or securities
convertible into or exchangeable for shares of capital stock of the Company, or
any option, right or warrant to subscribe therefor; or
1.7.3 There shall be proposed any capital reorganization or
reclassification of the Common Stock, or a sale of all or substantially all of
the assets of the Company, or a consolidation or merger of the Company with
another entity; or
1.7.4 There shall be proposed a voluntary or involuntary
dissolution, liquidation or winding up of the Company;
then, in any one or more of said cases, the Company shall cause to be mailed to
the Holder, at the earliest practicable time (and, in any event, not less than
thirty (30) days before any record date or other date set for definitive
action), written notice of the date on which the books of the Company shall
close or a record shall be taken to determine the stockholders entitled to such
dividend, distribution, convertible or exchangeable securities or subscription
rights, or entitled to vote on such reorganization, reclassification, sale,
consolidation, merger, dissolution, liquidation or winding up, as the case may
be. Such notice shall also set forth such facts as shall indicate the effect of
such action (to the extent such effect may be known at the date of such notice)
on the Purchase Price and the kind and amount of the Common Stock and other
securities and property deliverable upon exercise of this Warrant. Such notice
shall also specify the date as of which the holders of the Common Stock of
record shall participate in said distribution or subscription rights or shall be
entitled to exchange their Common Stock for securities or other property
deliverable upon such reorganization, reclassification, sale, consolidation,
merger, dissolution, liquidation or winding up, as the case may be (on which
date, in the event of voluntary or involuntary dissolution, liquidation or
winding up of the Company, the right to exercise this Warrant shall terminate).
Without limiting the obligation of the Company to provide notice to the Holder
of actions hereunder, it is agreed that failure of the Company to give notice
shall not invalidate such action of the Company.
1.8 Lost Warrant Certificate(s). If this Warrant is lost, stolen,
mutilated or destroyed, the Company shall, on such reasonable terms as to
indemnity or otherwise as it may impose, which shall, in the case of a mutilated
Warrant, include the surrender thereof, issue a new Warrant of like denomination
and tenor as, and in substitution for, this Warrant, which shall thereupon
become void.
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Any such new Warrant shall constitute an additional contractual obligation of
the Company, whether or not the Warrant so lost, stolen, destroyed or mutilated
shall be at any time enforceable by anyone.
1.9 Registration Rights.
1.9.1 The Holder of the Warrant or Common Stock issued to such
Holder without an effective Registration Statement under the Act ("Restricted
Shares") shall have the right, at any time, to join with the Company to register
the Common Stock underlying the Warrant ("Underlying Common Stock") or
Restricted Shares in any Registration Statement under the Securities Xxx 0000,
as amended ("Act"), filed by the Company with the Securities and Exchange
Commission ("Commission"), which includes a public offering of equity securities
for cash, either for the account of the Company or for the account of any other
person. This right to join with the Company in a Registration Statement under
the Act is not applicable to a Registration Statement filed by the Company with
the Commission on Form X-0, X-0, or any other inappropriate form. If, at any
time, the Company proposes to file a Registration Statement as described above
with the Commission, it shall, at least thirty (30) days prior to such filing,
give written notice of such proposed filing to the Holder and its designees at
their addresses appearing on the records of the Company and shall offer to
include in any such filing any proposed disposition of the Restricted Shares or
Underlying Common Stock. Within fifteen (15) days of receipt of the Company's
notice of filing, the owners of the Restricted Shares and Underlying Common
Stock may request registration of the Restricted Shares and Underlying Common
Stock pursuant to a written request setting forth the intended method of
distribution and such other data or information as the Company or its counsel
shall reasonably require and such Restricted Shares and Underlying Common Stock
shall be included in the Registration Statement under the Act to the maximum
extent permissible. The Company shall supply said owner(s) with copies of such
Registration Statement, and of the prospectus included therein, in such
quantities as may be reasonably necessary for the purpose of the proposed
disposition.
1.9.2 The Company shall use its best efforts to have such
Registration Statement declared effective by the Commission as soon as
practicable after filing. The Company agrees to use its reasonable best efforts
to keep the Registration Statement continuously effective, and to take any and
all other actions reasonably necessary in order to permit the public resale of
the Common Stock covered by the Registration Statement, until the termination
date of the Warrant. The Company further agrees, if necessary, to supplement or
amend the Registration Statement, if required by the rules, regulations or
instructions applicable to the registration form used by the Company for such
Registration Statement or by the Act or by any other rules or regulations for
registration, including any registration statements filed pursuant to state
securities laws, and the Company agrees to furnish to the Holder of the Warrant
copies of any such supplement or amendment promptly after its being used or
filed with the Commission. The Company shall pay all registration expenses in
connection with the registration pursuant to this paragraph. Such reasonably
expenses shall include all registration of filing fees, all fees and expenses of
compliance with securities or blue sky laws, including reasonable fees and
disbursements of one firm of counsel for the Holder and any placement agents in
connection with blue sky qualifications of the securities being registered,
printing expenses and reasonable fees and disbursements of counsel for the
Company and its independent certified public accountants, the fees and expenses
associated with any
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required filing with the National Association of Dealers, Inc. ("NASD"). The
Company is not required to pay any fees or expenses of the Holder, placement
agents or Holder's or placement agent's counsel, other than the blue sky counsel
referred to above, or accountant or any other advisors, including any transfer
taxes, underwriting, brokerage or other discounts and commissions and finder's
or similar fees payable with respect to the Common Stock registered in the
Registration Statement.
1.9.3 The Holder shall pay all costs and expenses incurred by
such Holder, including all transfer taxes, underwriting, brokerage and other
discounts and commissions and finder's and similar fees payable with respect to
the Restricted Shares and Underlying Common Stock registered pursuant to this
Paragraph 1.9, "Registration Rights." To the extent any registration expenses
are incurred, assumed or paid by any Holder or any placement or sales agent
therefor or underwriter thereof with the Company's prior consent, the Company
shall reimburse such person for the full amount of the registration expenses so
incurred, assumed or paid within a reasonable time after receipt of a written
request for the same. Any registration expenses submitted by any Holder,
placement agent, sales agent or underwriter on behalf of any such person for
payment by the Company shall be itemized in detail and contain clear and
accurate receipts of all expenditures made by such parties.
1.9.4 The Company and the Holder shall indemnify and hold
harmless each other and their respective Affiliates from and against any loss,
liability, claim, damage and expense (including reasonable attorneys' fees) to
the extent resulting from any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement pursuant to which the
Restricted Shares and Underlying Common Stock were registered under the Act, or
any amendment thereto, including all documents incorporated by reference, or
from the omission or alleged omission therefrom of a material fact required to
be stated therein or necessary to make the statement not misleading; provided
that the obligations of any Holder to indemnify the Company and its Affiliates
shall be limited to the proceeds received by such Holder from the sale of the
Restricted Shares and Underlying Common Stock pursuant to the Registration
Statement and shall only apply with respect to the information furnished in
writing by such Holder or on such Holder's behalf expressly for use in the
Registration Statement or any prospectus relating to the Restricted Shares and
Restricted Shares and Underlying Common Stock or any amendment or supplement
thereto. The indemnification required by this subparagraph 1.9.4 shall be in a
form typical for transactions of such nature.
2. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES PURCHASABLE UPON
EXERCISE.
2.1 Recapitalization. If the Company shall, while this Warrant remains
unexercised, in whole or in part, and in force effect a recapitalization of such
character that the Shares purchasable hereunder shall be changed into or become
exchangeable for a larger or smaller number of Shares, then, after the date of
record for effecting such recapitalization, the number of Shares which the
Holder hereof shall be entitled to purchase hereunder shall be increased or
decreased, as the case may be, in direct proportion to the increase or decrease
in the number of shares of Common Stock by reason such recapitalization, and of
the Purchase Price, whether or not in effect immediately prior to the time of
such recapitalization, of such recapitalized Common Stock shall in the case of
an
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increase in the number of such Shares be proportionately reduced, and in the
case of a decrease in the number of such Shares shall be proportionately
increased. For the purposes of this Section 2.1, a stock dividend, stock
split-up or reverse split shall be considered as a recapitalization and as an
exchange for a larger or smaller number of shares, as the case may be.
2.2 Merger or Consolidation. In case of any consolidation of the
Company with, or merger of the Company into, any other corporation, or in case
of any sale or conveyance of all or substantially all of the assets of the
Company other than in connection with a plan of complete liquidation of the
Company, then, as a condition of such consolidation, merger or sale or
conveyance, adequate provision shall be made whereby the Holder shall thereafter
have the right to purchase and receive, upon the basis and upon the terms and
conditions specified in this Warrant and in lieu of Shares immediately
theretofore purchasable and receivable upon the exercise of the rights
represented by this Warrant, such shares of stock or securities as may be issued
in connection with such consolidation, merger, or sale or conveyance with
respect to or in exchange for the number of outstanding shares of Common Stock
equal to the number of Shares immediately theretofore purchasable and receivable
upon the exercise of the rights represented by this Warrant had such
consolidation, merger, sale or conveyance not taken place, and in any such case
appropriate provision shall be made with respect to the rights and interests of
the Holder of this Warrant to the end that the provisions of this Warrant shall
be applicable as nearly as may be in relation to any Shares thereafter
deliverable upon the exercise hereof.
2.3 Notice of Dissolution or Liquidation. Except as otherwise provided
in Section 2.2, "Merger or Consolidation," in the case of any sale or conveyance
of all or substantially all of the assets of the Company in connection with a
plan of complete liquidation of the Company, or in the case of the dissolution,
liquidation or winding-up of the Company, all rights under this Warrant shall
terminate on a date fixed by the Company, such date so fixed to be not earlier
than the date of the commencement of the proceedings for such dissolution,
liquidation or winding-up and not later than thirty (30) days after such
commencement date. Notice of such termination of purchase rights shall be given
to the Holder at least thirty (30) days prior to such termination date.
2.4 Statement of Adjustment. Any adjustment pursuant to the provisions
of this Section 2 shall be made on the basis of the number of Shares which the
Holder would have been entitled to acquire by exercise of this Warrant
immediately prior to the event giving rise to such adjustment and, as to the
Purchase Price in effect immediately prior to the rise to such adjustment.
Whenever any such adjustment is required to be made, the Company shall forthwith
determine the new number of Shares which the Holder hereof shall be entitled to
purchase hereunder and/or such new Purchase Price and shall prepare, retain on
file and transmit to the Holder within ten (10) days after such preparation a
statement describing in reasonable detail the method used in calculating such
adjustment.
2.5 No Fractional Shares. The Company shall not issue any fraction of a
Share in connection with the exercise of this Warrant, and in any case where the
Holder would, except for the provisions of this Section 2.5, be entitled under
the terms of this Warrant to receive a fraction of a Share upon such exercise,
the Company shall upon the exercise and receipt of the Purchase Price, issue the
largest number of whole Shares purchasable upon exercise of this Warrant. The
Company
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shall not be required to make any cash or other adjustment in respect of such
fraction of a Share to which the Holder would otherwise be entitled. The Holder,
by the acceptance of this Warrant, expressly waives his right to receive a
certificate for any fraction of a Share upon exercise hereof.
2.6 No Change in Form Required. The form of Warrant need not be changed
because of any change pursuant to this Section 2 in the Purchase Price or in the
number of Shares purchasable upon the exercise of a Warrant.
3. RESERVATION OF SHARES. The Company shall at all times reserve, for the
purpose of issuance on exercise of this Warrant such number of shares of Common
Stock or such class or classes of capital stock or other securities as shall
from time to time be sufficient to comply with this Warrant and the Company
shall take such corporate action as may, in the opinion of its counsel, be
necessary to increase its authorized and unissued shares of Common Stock or such
other class or classes of capital stock or other securities to such number as
shall be sufficient for that purpose. All Shares issued upon exercise of this
Warrant shall be duly authorized, validly issued and outstanding, fully paid and
non-assessable.
4. SURVIVAL. All agreements, covenants, representations and warranties herein
shall survive the execution and delivery of this Warrant and any investigation
at any time made by or on behalf of any parties hereto and the exercise, sale
and purchase of this Warrant (and any other securities or property) issuable on
exercise hereof.
5. REMEDIES. The Company agrees that the remedies at law of the Holder, in the
event of any default or threatened default by the Company in the performance or
compliance with any of the terms of this Warrant, may not be adequate and such
terms may, in addition to and not in lieu of any other remedy, be specifically
enforced by a decree of specific performance of any agreement contained herein
or by an injunction against a violation of any of the terms hereof or otherwise.
6. OTHER MATTERS.
6.1 Binding Effect. All the covenants and provisions of this Warrant by
or for the benefit of the Company shall bind and inure to the benefit of its
successors and assigns hereunder.
6.2 Notices. Notices or demands pursuant to this Warrant to be given or
made by the Holder to or on the Company shall be sufficiently given or made if
sent by certified or registered mail, return receipt requested, postage prepaid,
and addressed, until another address is designated in writing by the Company, as
follows:
Fremont Gold Corporation
000 Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
Attn: Chief Financial Officer
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Notices to the Holder provided for in this Warrant shall be deemed given or made
by the Company if sent by certified or registered mail, return receipt
requested, postage prepaid, and addressed to the Holder at the Holder's last
known address as it shall appear on the books of the Company.
6.3 Governing Law. The validity, interpretation and performance of this
Warrant shall be governed by the laws of the State of Delaware.
6.4 Parties Bound and Benefitted. Nothing in this Warrant expressed and
nothing that may be implied from any of the provisions hereof is intended, or
shall be construed, to confer upon, or give to, any person or corporation other
than the Company and the Holder any right, remedy or claim under promise or
agreement hereof, and all covenants, conditions, stipulations, promises and
agreements contained in this Warrant shall be for the sole and exclusive benefit
of the Company and its successors and of the Holder, its successors and, if
permitted, its assignees.
6.5 Headings. The Article headings herein are for convenience only and
are not part of this Warrant and shall not affect the interpretation thereof.
7. ARBITRATION.
7.1 Arbitration. The parties waive their right to seek remedies in
court, including any right to a jury trial. The parties agree that in the event
of any dispute arising relating to this contract, such dispute shall be settled
only by arbitration to be conducted only in San Francisco, California, in
accordance with the rules of the Judicial Arbitration and Mediation Services
("JAMS") applying the laws of California. Any award rendered by the arbitrators
shall be final and binding and any judgment may be entered upon it in any court
of competent jurisdiciton.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, this Warrant has been duly executed by the Company under its
corporate seal as of the _____ day of June, 1997.
FREMONT GOLD CORPORATION
By:
Xxxxxx X. Xxxxxx, Chief Financial Officer
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FREMONT GOLD CORPORATION
ASSIGNMENT
FOR VALUE RECEIVED, and with the prior written consent of Fremont Gold
Corporation, Holder hereby sells, assigns and transfers unto
______________________________ the right to purchase ________________ shares
subject to the Warrant and the rights represented thereby, and does hereby
irrevocably constitute and appoint ______________________________ Attorney, to
transfer said Warrant, or portion thereof, on the books of the Company, with
full power of substitution.
Dated:
Signed:
Print Name:
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SUBSCRIPTION FORM
FREMONT GOLD CORPORATION
000 XXXXXX XXXXXX
XXXXX 0000
XXXXXXXXX, XXXXXXX XXXXXXXX, XXXXXX X00 0X0
The undersigned hereby irrevocably subscribes for the purchase of
_____________ shares of Common Stock ("Shares"), pursuant to and in accordance
with the terms and conditions of this Warrant, and herewith makes payment,
covering the purchase of the Shares, which should be delivered to the
undersigned at the address stated below, and, if such number of Shares shall not
be all of the Shares purchasable hereunder, then a new Warrant of like tenor for
the balance of the remaining Shares purchasable under this Warrant be delivered
to the undersigned at the address stated below.
Signed:
Dated:
Address:
