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For U.S. Persons:
THIS WARRANT AND THE COMMON STOCK TO BE ISSUED UPON EXERCISE OF THIS WARRANT
HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND MAY NOT BE EXERCISED, SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED BY OR ON BEHALF OF ANY "U.S. PERSON," AS SUCH TERM IS DEFINED IN
RULE 902(o) OF THE SECURITIES ACT, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO
THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.
For Non-U.S. Persons who have acquired
these securities pursuant to Regulation S:
THIS WARRANT AND THE COMMON STOCK TO BE ISSUED UPON EXERCISE OF THIS WARRANT
HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD
ONLY PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN
THE MEANING OF REGULATION S UNDER THE SECURITIES ACT. THIS WARRANT AND THE
COMMON STOCK TO BE ISSUED UPON EXERCISE OF THIS WARRANT MAY NOT BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER THIS SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE
LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY
OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF THIS SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE
UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, OR
(D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY OFFER, SALE
OR TRANSFER PURSUANT TO CLAUSE (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION
OF COUNSEL,
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CERTIFICATES AND/OR OTHER INFORMATION REASONABLY SATISFACTORY TO
THE COMPANY.
WARRANT
To Purchase Shares of Common Stock of
Computron Software, Inc.
THIS HEREBY CERTIFIES that, for value received, ___________ (the
"Holder") is entitled, upon the terms and subject to the conditions hereinafter
set forth, to purchase from Computron Software, Inc., a Delaware corporation
(the "Company"), that number of fully paid and nonassessable shares of the
Company's common stock, par value $0.01 per share ("Common Stock"), at the
purchase price per Share as set forth in Section 1(a) below ("Exercise Price").
The number of Shares and Exercise Price are subject to adjustment as provided in
Section 10 hereof. This Warrant is one of a series of Warrants (the "Warrants")
issued to certain investors pursuant to that certain Securities Purchase
Agreement, dated as of December 30, 1997 (the "Securities Purchase Agreement"),
by and between the Company and such certain investors.
1. Number of Shares; Exercise Price; Term.
(a) Subject to adjustments as provided herein, this Warrant is
exercisable for _____ shares (the "Shares") of the Company's Common Stock at a
purchase price of $3.00 per Share.
(b) Subject to the terms and conditions set forth herein, this Warrant
shall be exercisable during a term commencing on the date hereof and ending 5:00
p.m. Eastern Standard Time on December 31, 2002.
2. Title to Warrant. This Warrant and all rights hereunder are transferable, in
whole or in part, but only with the prior written consent of the Company, which
consent shall not be unreasonably withheld; provided, however, that no consent
shall be required for any assignment, transfer, pledge or other disposition of
this Warrant in a transaction involving the distribution without consideration
of this Warrant by the Holder to any of its partners or retired partners, or to
the estate of any of its partners or retired partners, or in a transaction
involving the transfer or distribution of this Warrant by a corporation to any
subsidiary, parent or affiliated corporation of such corporation, and which
transaction is not in violation of applicable federal and state securities laws;
provided in each case that the Holder shall give written notice to the Company
of its intention to effect such transfer, sale, assignment, pledge or other
disposition. Transfers shall occur at the office or agency of the Company by the
holder hereof in person or by duly authorized attorney, upon surrender of this
Warrant together with the Assignment Form annexed hereto properly endorsed. The
Investor will cause any such proposed purchaser, assignee, transferee or pledgee
of this Warrant to agree to
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take and hold such Warrant subject to the provisions and upon the conditions
specified in this Warrant and the Securities Purchase Agreement.
3. Exercise of Warrant. The purchase rights represented by this Warrant are
exercisable by the registered holder hereof, in whole or in part, at any time,
or from time to time, during the term hereof as described in Section 1 above, by
the surrender of this Warrant and the Notice of Exercise annexed hereto duly
completed and executed on behalf of the holder hereof, at the principal
executive offices of the Company (or such other office or agency of the Company
as it may designate by notice in writing to the registered holder hereof at the
address of such holder appearing on the books of the Company), and subject to
Section 4 hereof, upon payment of the purchase price of the Shares thereby
purchased (i) in cash or check acceptable to the Company or (ii) solely with
respect to Investors who are original parties to the Securities Purchase
Agreement, by "cashless" or "net issue" exercise by specifying the number of
Shares to be delivered to the Holder and the number of Shares deemed to be
surrendered in payment of the Exercise Price, the holder of this Warrant shall
be entitled to receive a certificate for the number of Shares so purchased and,
if this Warrant is exercised in part, a new Warrant for the unexercised portions
of this Warrant. For purposes of a "cashless" or "net issue" exercise, all
Shares deemed to be surrendered will be attributed a value equal to (x) the
average closing price per share on the American Stock Exchange or other
securities exchange or market for the five (5) trading days prior to exercise
minus (y) the Exercise Price. In the event shares of the Company's Common Stock
are not traded on a securities exchange or market, the Board of Directors of the
Company shall determine the current market price of the Shares surrendered on
the basis of its diligent, good faith judgment. The Company agrees that, upon
exercise of this Warrant in accordance with the terms hereof, the Shares so
purchased shall be deemed to be issued to such holder as the record owner of
such Shares as of the close of business on the date on which this Warrant shall
have been exercised.
Certificates for ▇▇▇▇▇▇ purchased hereunder and, on partial exercise of
this Warrant, a new Warrant for the unexercised portion of this Warrant shall be
delivered to the holder hereof as promptly as practicable after the date on
which this Warrant shall have been exercised.
4. No Fractional Shares or Scrip. No fractional Shares or scrip representing
fractional Shares shall be issued upon the exercise of this Warrant. In lieu of
any fractional Share to which such holder would otherwise be entitled, such
holder shall be entitled, at its option, to receive either (i) a cash payment
equal to the excess of fair market value for such fractional Share above the
Exercise Price for such fractional Share (as mutually determined by the Company
and the holder) or (ii) a whole Share if the holder tenders the Exercise Price
for one whole Share.
5. Charges, Taxes and Expenses. Issuance of certificates for Shares upon the
exercise of this Warrant shall be made without charge to the holder hereof for
any issue or transfer tax or other incidental expense in respect of the issuance
of such certificates, all of which taxes and expenses shall be paid by the
Company, and such certificates shall be issued in the name of the
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holder of this Warrant or in such name or names as may be directed by the holder
of this Warrant (with the prior written consent of the Company); provided,
however, that in the event certificates for Shares are to be issued in a name
other than the name of the holder of this Warrant, this Warrant when surrendered
for exercise shall be accompanied by the Assignment Form attached hereto duly
executed by the holder hereof and the Notice of Exercise duly completed and
executed and stating in whose name and certificates are to be issued; and
provided further, that such assignment shall be subject to applicable laws and
regulations. Upon any transfer involved in the issuance or delivery of any
certificates for Shares of the Company's securities, the Company may require, as
a condition thereto, the payment of a sum sufficient to reimburse it for any
transfer tax incidental thereto.
6. No Rights as Stockholder. This Warrant does not entitle the holder hereof to
any voting rights, dividend rights or other rights as a stockholder of the
Company prior to the exercise hereof.
7. Exchange and Registry of Warrant. The Company shall maintain a registry
showing the name and address of the registered holder of this Warrant. This
Warrant may be surrendered for exchange, transfer or exercise, in accordance
with its terms, at the principal offices of the Company, and the Company shall
be entitled to rely in all respects, prior to written notice to the contrary,
upon such registry.
8. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the
Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and in case of loss, theft or
destruction of indemnity or security reasonably satisfactory to it, and upon
reimbursement to the Company of all reasonable expenses incidental thereto, and
upon surrender and cancellation of this Warrant, if mutilated, the Company will
make and deliver a new Warrant of like tenor and dated as of such cancellation,
in lieu of this Warrant.
9. Saturdays, Sundays, Holidays. etc. If the last or appointed day for the
taking of any action or the expiration of any right required or granted herein
shall be a Saturday or a Sunday or shall be a legal holiday, then such action
may be taken or such right may be exercised on the next succeeding day not a
Saturday or a Sunday or a legal holiday.
10. Adjustments of Rights. The Exercise Price and the number and type of shares
purchasable hereunder are subject to adjustment from time to time as follows:
(a) Merger. If at any time there shall be a reorganization or
recapitalization, a merger or consolidation of the Company with or into another
entity or a merger or consolidation of another entity with or into the Company,
then, as a part of any such merger or consolidation, lawful provision shall be
made so that the holder of this Warrant shall thereafter be entitled to receive
upon exercise of this Warrant, during the period specified herein and upon
payment of the aggregate Exercise Price then in effect, the number of shares
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of stock or other securities, or property (including without limitation cash),
as the case may be, to which a holder of the stock deliverable upon exercise of
this Warrant would have been entitled in such merger or consolidation if this
Warrant had been exercised immediately before such merger or consolidation. In
any such case, appropriate adjustment shall be made in the application of the
provisions of this Warrant with respect to the rights and interests of the
holder after the reorganization, recapitalization, merger or consolidation.
(b) Reclassification, etc. If the Company at any time shall, by
subdivision, combination or reclassification of securities or otherwise, change
any of the securities as to which purchase rights under this Warrant exist into
the same or a different number of securities of any other (or the same) class or
classes, this Warrant shall thereafter represent the right to acquire such
number and kind of securities as would have been issuable as the result of such
change with respect to the securities which were subject to the purchase rights
under this Warrant immediately prior to such subdivision, combination,
reclassification or other change.
(c) Split, Subdivision or Combination of Shares. If the Company at any
time while this Warrant remains outstanding and unexpired shall pay a stock
dividend, split, subdivide or combine the securities as to which purchase rights
under this Warrant exist, the Exercise Price shall be proportionately decreased
in the case of a split or subdivision or proportionately increased in the case
of a combination.
(d) Spinoffs or Other Distributions of Securities. In the event that
the Company consummates a spinoff of any of its subsidiaries, assets or
operations or otherwise makes a distribution to its stockholders of any property
or securities other than Common Stock of the Company, the holder of this Warrant
may, but shall not be obligated to, exchange this Warrant for the warrants
specified in Section 5.5 of the Securities Purchase Agreement.
11. Notice of Record Dates; etc.
(a) If the Company shall fix a record date of the holders of Common
Stock (or other stock or securities at the time deliverable on exercise of this
Warrant) for the purpose of entitling or enabling them to receive any dividend
(other than a stock dividend) or other distribution, or to receive any right to
subscribe for or purchase any shares of any class of any other securities, or to
receive any other right, or
(b) in the event of any event referred to in Section 10, any
commencement of any tender offer to purchase a majority of the Common Stock of
the Company, or the consummation of any transfer of all or substantially all of
the assets of the Company to another entity, or
(c) in the event of the voluntary or involuntary dissolution,
liquidation or winding up of the Company,
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then, in any such event, the Company will mail or cause to be mailed to the
Holder a notice specifying, as the case may be, (i) the date on which a record
is to be taken for the purpose of such dividend, distribution or right and
stating the amount and character of such dividend, distribution or right, (ii)
the date on which a record is to be taken for the purpose of voting on or
approving such events referred to in clauses (b) and (c) above, if applicable,
and (iii) the approximate date on which any such event is then expected to take
place and the time, if any is to be fixed, as of which the holders of record of
Common Stock (or such other stock or securities at the time deliverable upon
exercise of this Warrant) shall be entitled to exchange their Shares (or such
other stock or securities) for securities, cash or other property payable or
deliverable upon such event. The Company shall use its reasonable efforts to
mail such notice at least twenty-one (21) days prior to the date therein
specified, if practicable.
12. Notice of Adjustments. Whenever the Exercise Price or number or type of
shares purchasable hereunder shall be adjusted pursuant to Section 10 hereof,
the Company shall issue a certificate setting forth, in reasonable detail, the
event requiring the adjustment, the amount of the adjustment, the method by
which such adjustment was calculated and the Exercise Price and number and type
of shares purchasable hereunder after giving effect to such adjustment, and
shall cause a copy of such certificate to be mailed (by first class mail),
postage prepaid) to the holder of this Warrant.
13. Covenant to Reserve Common Stock. The Company shall at all times reserve and
keep available out of its authorized but unissued Common Stock the full number
of Shares, if any, deliverable upon exercise of this Warrant and shall, at its
own expense, take all such actions and attain all such permits and orders as may
be necessary to enable the Company lawfully to issue such Common Stock upon
exercise of this Warrant.
14. Miscellaneous.
(a) Governing Law. This Warrant shall be binding upon any successors or
assigns of the Company. This Warrant shall constitute a contract under the laws
of New York and for all purposes shall be construed in accordance with and
governed by the laws of said state, without giving effect to the conflict of
laws principles.
(b) Restrictions. (i) For U.S. Persons:
THIS WARRANT AND THE COMMON STOCK TO BE ISSUED UPON EXERCISE OF THIS WARRANT
HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND MAY NOT BE EXERCISED, SOLD, OFFERED FOR SALE, PLEDGED, OR
HYPOTHECATED BY OR ON BEHALF OF ANY "U.S. PERSON," AS SUCH TERM IS DEFINED IN
RULE 902(o) OF THE SECURITIES ACT, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.
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(ii) For Non-U.S. Persons who have acquired these securities
pursuant to Regulation S:
THIS WARRANT AND THE COMMON STOCK TO BE ISSUED UPON EXERCISE OF THIS WARRANT
HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD
ONLY PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN
THE MEANING OF REGULATION S UNDER THE SECURITIES ACT. THIS WARRANT AND THE
COMMON STOCK TO BE ISSUED UPON EXERCISE OF THIS WARRANT MAY NOT BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER THIS SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE
LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY
OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF THIS SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE
UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, OR
(D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY OFFER, SALE
OR TRANSFER PURSUANT TO CLAUSE (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION
OF COUNSEL, CERTIFICATES AND/OR OTHER INFORMATION REASONABLY SATISFACTORY TO THE
COMPANY.
(c) Amendments. This Warrant may be amended and the observance of any
term of this Warrant may be waived only with the written consent of the Company
and the then holders of the Warrants exercisable for a majority of the Shares
(or other securities or property, as the case may be) then issuable upon
exercise of the then outstanding Warrants.
(d) Assignment. This Warrant shall be binding upon the successors and
assigns of the Company.
(e) Notice. Any notice required or permitted hereunder shall be deemed
effectively given upon delivery to the address of the party to be notified by
overnight courier at the address indicated below for such party, or at such
other address as such other party may designate by ten-day advance written
notice.
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IN WITNESS WHEREOF, Computron Software, Inc. has caused this Warrant to
be executed by its officer thereunto duly authorized.
Dated: December 31, 1997
Computron Software, Inc.,
a Delaware corporation
By:_____________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Executive Vice President and
Chief Financial Officer
HOLDER
By:_____________________________________
Name of Holder:_________________________
Name of Signatory:______________________
Title of Signatory:_____________________
Signature:_______________________________
Address:_________________________________
_________________________________
_________________________________
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NOTICE OF EXERCISE FOR U.S. PERSONS
To: Computron Software, Inc.
1. The undersigned hereby elects to purchase ______ shares of Common
Stock ("Stock") of Computron Software, Inc. (the "Company") pursuant to the
terms of the attached Warrant, and tenders herewith payment of the purchase
price and any transfer taxes payable pursuant to the terms of the Warrant,
together with an Investment Representation Statement in form and substance
satisfactory to legal counsel to the Company.
2. The shares of Stock to be received by the undersigned upon exercise
of the Warrant are being acquired for its own account, not as a nominee or
agent, and not with a view to resale or distribution of any part thereof, and
the undersigned has no present intention of selling, granting any participation
in, or otherwise distributing the same. The undersigned further represents that
it does not have any contract, undertaking, agreement or arrangement with any
person to sell, transfer or grant participation to such person or to any third
person, with respect to the Stock. The undersigned believes it has received all
the information it considers necessary or appropriate for deciding whether to
purchase the Stock.
3. The undersigned understands that the shares of Stock are
characterized as "restricted securities" under the federal securities laws
inasmuch as they are being acquired from the Company in transactions not
involving a public offering and that under such laws and applicable regulations
such securities may be resold without registration under the Securities Act of
1933, as amended (the "Act"), only in certain limited circumstances. In this
connection, the undersigned represents that it is familiar with SEC Rule 144, as
presently in effect, and understands the resale limitations imposed thereby and
by the Act.
4. The undersigned understands the instruments evidencing the Stock may
bear one or all of the following legends:
(a) "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT
BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED BY OR ON BEHALF OF
ANY "U.S. PERSON," AS SUCH TERM IS DEFINED IN RULE 902(o) OF THE
SECURITIES ACT, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO
THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE
SECURITIES ACT."
(b) Any legend required by applicable state law.
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5. Please issue a certificate or certificates representing said shares
of Stock in the name of the undersigned:
______________________________________
[Name]
6. Please issue a new Warrant for the unexercised portion of the
attached Warrant in the name of the undersigned:
______________________________________
[Name]
[Tax Identification No.]
_____________________________ ______________________________________
[Date] [Signature]
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NOTICE OF EXERCISE FOR NON-U.S. PERSONS
To: Computron Software, Inc.
1. The undersigned hereby elects to purchase ______ shares of Common
Stock ("Stock") of Computron Software, Inc. (the "Company") pursuant to the
terms of the attached Warrant, and tenders herewith payment of the purchase
price and any transfer taxes payable pursuant to the terms of the Warrant,
together with an Investment Representation Statement in form and substance
satisfactory to legal counsel to the Company.
2. The undersigned hereby represents and warrants to the Company that
(i) it is not a "U.S. Person," as such term is defined in Rule 902(o) of the
U.S. Securities Act of 1933, as amended (the "Act"); (ii) the Warrant is not
being exercised on behalf of any U.S. Person; (iii) the Warrant is not being
exercised within the United States; and (iv) the shares of Stock to be delivered
upon exercise of the Warrant will not be delivered within the United States.
3. The shares of Stock to be received by the undersigned upon exercise
of the Warrant are being acquired for its own account, not as a nominee or
agent, and not with a view to resale or distribution of any part thereof, and
the undersigned has no present intention of selling, granting any participation
in, or otherwise distributing the same. The undersigned further represents that
it does not have any contract, undertaking, agreement or arrangement with any
person to sell, transfer or grant participation to such person or to any third
person, with respect to the Stock. The undersigned believes it has received all
the information it considers necessary or appropriate for deciding whether to
purchase the Stock.
4. The undersigned understands that the shares of Stock are
characterized as "restricted securities" under the federal securities laws
inasmuch as they are being acquired from the Company in transactions not
involving a public offering and that under such laws and applicable regulations
such securities may be resold without registration under the Act, only in
certain limited circumstances. In this connection, the undersigned represents
that it is familiar with SEC Rule 144, as presently in effect, and understands
the resale limitations imposed thereby and by the Act.
5. The undersigned understands the instruments evidencing the Stock may
bear one or all of the following legends:
(a) "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND
SOLD ONLY PURSUANT TO OFFERS AND SALES THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT. THESE SECURITIES
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MAY NOT BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION
IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION."
(b) "THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF
AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS
SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE
LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST
DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE
COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF THIS SECURITY), ONLY (A) TO THE COMPANY,
(B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT,
(C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT
OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 904 UNDER THE
SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO
ANY OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR
(D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATES AND/OR OTHER INFORMATION REASONABLY
SATISFACTORY TO THE COMPANY."
(c) Any legend required by applicable state law.
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6. Please issue a certificate or certificates representing said shares
of Stock in the name of the undersigned:
______________________________________
[Name]
7. Please issue a new Warrant for the unexercised portion of the
attached Warrant in the name of the undersigned:
______________________________________
[Name]
[Tax Identification No.]
____________________________ ______________________________________
[Date] [Signature]
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ASSIGNMENT FORM
(To assign the foregoing Warrant, execute this form and supply
required information. Do not use this form to purchase shares.)
FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to
________________________________________________________
(Please Print)
whose address is________________________________________
(Please Print)
Dated: ______________________
Holder's Signature:___________________________
Holder's Address:_____________________________
_____________________________
Signature Guaranteed:______________________
NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatever, and must be guaranteed by a bank or trust company. Officers of
corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.
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