ISORAY, INC.
NEITHER
THIS WARRANT NOR THE STOCK FOR WHICH IT MAY BE EXERCISED HAS BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR ANY OTHER
FEDERAL OR STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF EXCEPT AS EXPRESSLY PROVIDED HEREIN.
This
certifies that, for value received, __________________________ ("Holder"),
is
entitled to subscribe for and purchase from IsoRay, Inc., a Minnesota
corporation ("Company"), ________ shares, subject to adjustment as set forth
in
Article II below
("Warrant Shares"), of Common Stock of the Company, par value $0.001 per share
("Common Stock"), at the exercise price of $3.00 per share, which price is
subject to adjustment as set forth in Article II below
(the "Exercise Price"), at any time and from time to time beginning on the
date
of this Warrant as set forth below ("Exercise Date"), and ending on the date
that is five (5) years after the date of this Warrant ("Expiration Date"),
upon
written notice from the Holder to the Company ("Notice") and subject to the
terms provided herein.
This
Warrant is issued pursuant to Section
2
of that
certain Warrant and Common Stock Purchase Agreement between the Company and
certain “Purchasers” thereunder, dated as of August 9, 2006 (the “Purchase
Agreement”), pursuant to which such Purchasers, including the Holder, purchased
Common Stock and Warrants of the Company.
This
Warrant is subject to the following provisions, terms and conditions:
ARTICLE
I.
EXERCISE;
RESERVATION OF SHARES
Section
1.01 Warrant
Exercise.
The
rights represented by this Warrant may be exercised in whole or in part by
the
Holder at any time and from time to time prior to the expiration of this
Warrant, upon Notice, by the surrender at the principal office of the Company
of
this Warrant together with a duly executed subscription in the form annexed
hereto as Exhibit A ("Subscription Form") and accompanied by payment, in
certified or immediately available funds, of the Exercise Price for the number
of Warrant Shares specified in the Subscription Form. The shares so purchased
shall be deemed to be issued to the Holder as the record owner of such shares
as
of the close of business on the date on which this Warrant shall be exercised
as
hereinabove provided. No fractional shares or scrip representing fractional
shares shall be issued upon exercise of this Warrant and the number of shares
that shall be issued upon such exercise shall be rounded to the nearest whole
share without the payment or receipt of any additional consideration.
Section
1.02 Certificates.
Certificates for the shares purchased pursuant to Section 1.01 shall
be
delivered to the Holder within ten (10) days after the rights represented by
this Warrant shall have been so exercised, and a new Warrant in the name of
the
Holder representing the rights, if any, that shall not have been exercised
prior
to the Expiration Date with respect to this Warrant shall also be delivered
to
such Holder within such time, with such new Warrant to be identical in all
other
respects to this Warrant. The Holder shall for all purposes be deemed to have
become the holder of record of the Warrant Shares on the date this Warrant
was
exercised (the date the Holder has fully complied with the requirements of
Section 1.01), irrespective of the date of delivery of the certificate or
certificates representing the Warrant Shares; provided that, if the date such
exercise is made is a date when the stock transfer books of the Company are
closed, such person shall be deemed to have become the holder of record of
the
Warrant Shares at the close of business on the next succeeding date on which
the
stock transfer books are open. The term "Warrant," as used herein, includes
any
Warrants into which this Warrant may be divided or combined and any subsequent
Warrants issued upon the transfer or exchange or reissuance upon loss
hereof.
Section
1.03 Optional
Call.
At
any
time during which the registration statement required by the Registration Rights
Agreement and covering the Warrant Shares is effective, and within 45 days
following the first period of 60 consecutive trading days thereafter in which
the Company's common stock closing price is at or above $4.50 per share for
any
30 days out of such 60 day period,
the
Company shall have the option to call all or a portion of this Warrant (and
as
to which no Subscription Form has been received by the Company), at $0.01 per
share (the "Call Price"). Notice of the call (the "Call Notice") shall
be given to the Holder at least 30 days prior to the date on which the call
will
occur (the "Call Date"). Such notice shall be deemed received two (2) business
days after it is deposited in the United States mail, certified or registered
mail, postage prepaid, or one (1) business day after it is deposited with
an express mail courier for overnight delivery, or on the same day that it
is
delivered via hand delivery or telefacsimile transmission. This Warrant may
be
exercised in accordance with Section 1.01 at any time prior to the Call Date.
Section
1.04 Replacement
of Warrant.
On
receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and, in the case of loss, theft or
destruction, on delivery of an indemnity agreement and security reasonably
satisfactory in form and substance to the Company or, in the case of mutilation,
on surrender and cancellation of this Warrant, the Company at its expense shall
execute and deliver, in lieu of this Warrant, a new Warrant of like tenor and
amount.
Section
1.05 Company
Covenants.
The
Company represents, warrants, covenants and agrees:
(a) That
all
shares of Common Stock that may be issued upon exercise of this Warrant will,
upon issuance, be validly issued, fully paid and nonassessable and free from
all
taxes, liens and charges with respect to the issue thereof; and
2
(b) That
during the period the rights represented by this Warrant may be exercised,
the
Company will at all times have authorized, and reserved for the purpose of
issue
and delivery upon exercise of the rights evidenced by this Warrant, a sufficient
number of shares of Common Stock to provide for the exercise of the rights
represented by this Warrant.
(c) That
the
Company will pay any documentary stamp taxes attributable to the initial
issuance of Warrant Shares issuable upon the exercise of the
Warrant.
ARTICLE
II.
ADJUSTMENTS
Section
2.01 Adjustment
Events.
(a) Capital
Events.
If any
reorganization or reclassification of the capital stock of the Company, or
any
consolidation or merger of the Company with another corporation, or the sale
of
all or substantially all of its assets to another corporation (in any instance,
a "Capital Event") shall be effected in such a way that holders of Common Stock
shall be entitled to receive stock, securities or assets (including cash) with
respect to or in exchange for their Common Stock, then, as a condition of such
Capital Event, lawful and adequate provisions shall be made whereby the Holder
hereof 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
the
shares of the Common Stock of the Company immediately theretofore purchasable
and receivable upon the exercise of the rights represented hereby, an amount
of
such shares of stock, securities or assets (including cash) as may have been
issued or payable with respect to or in exchange for a number of outstanding
shares of such Common Stock equal to the number of shares of such stock
immediately theretofore purchasable and receivable upon the exercise of the
rights represented hereby had such Capital Event not taken place.
(b) Preservation
of Value.
In the
case of any Capital Event, appropriate provision shall be made with respect
to
the rights and interests of the Holder of this Warrant to the end that the
provisions hereof (including, without limitation, provisions for adjustment
of
the number of shares that may be issued upon exercise of this Warrant and the
Exercise Price hereof) shall thereafter be applicable, as nearly as may be,
in
relation to any shares of stock, securities or assets (including cash)
thereafter deliverable upon the exercise of the rights represented hereby.
(c) Obligation
Expressly Assumed.
The
Company shall not effect any consolidation, merger or sale of all or
substantially all of its assets, unless prior to the consummation thereof the
successor corporation (if other than the Company) resulting from such
consolidation or merger, or the corporation into or for the securities of which
the previously outstanding stock of the Company shall be changed in connection
with such consolidation or merger, or the corporation purchasing such assets,
as
the case may be, shall assume by written instrument executed and mailed or
delivered to the registered Holder at the last address of such Holder appearing
on the books of the Company, the obligation to deliver to such Holder, upon
exercise of this Warrant, such shares of stock, securities or assets (including
cash) as, in accordance with the foregoing provisions, such Holder may be
entitled to purchase.
3
Section
2.02 Subdivision
or Combination of Stock.
In the
event that the Company shall at any time subdivide or split its outstanding
shares of Common Stock into a greater number of shares, the number of Warrant
Shares subject to issuance upon exercise of this Warrant at the opening of
business on the day upon which such subdivision becomes effective shall be
proportionately increased. In the event that the outstanding shares of Common
Stock of the Company shall be combined into a smaller number of shares, the
number of shares subject to issuance upon exercise of this Warrant at the
opening of business on the day upon which such subdivision becomes effective
shall be proportionately decreased. Any such increase or decrease, as the case
may be, shall become effective immediately after the opening of business on
the
day following the day upon which such subdivision or combination, as the case
may be, becomes effective.
Section
2.03 Stock
Dividends.
In the
event that the Company shall at any time declare any dividend or distribution
upon its Common Stock payable in stock, the number of Warrant Shares subject
to
issuance upon exercise of this Warrant shall be increased by the number (and
the
kind) of shares which would have been issued to the holder of this Warrant
if
this Warrant were exercised immediately prior to such dividend. Such increase
shall become effective immediately after the opening of business on the day
following the record date for such dividend or distribution.
Section
2.04 Adjustment
of Exercise Price for Dilutive Issuances.
The
Exercise Price shall also be subject to adjustment from time to time as
follows:
(a) For
purposes of this Section
2.04,
the
following definitions shall apply:
(i) “Convertible
Securities” means securities by their terms convertible into or exchangeable for
Common Stock (other than Excluded Stock) and options to purchase or rights
to
subscribe for such convertible or exchangeable securities.
(ii) “Dilutive
Issuance” means an issuance of Purchase Rights or Common Stock without
consideration or for a consideration per share less than the then applicable
Exercise Price. “Dilutive Issuance” excludes any stock dividend, subdivision or
split-up, stock combination, dividend or transaction described in Sections
2.01, 2.02 and 2.03,
and any
issuance of Additional Shares as such term is defined in the Purchase
Agreement.
(iii) “Excluded
Stock” means:
(1) all
shares of Common Stock issued and outstanding on the date of this Warrant and
all shares of Common Stock issued after the date of this Warrant pursuant to
the
Purchase Agreement and all shares of Common Stock issued or issuable upon the
exercise or conversion of any Options or Convertible Securities outstanding
on
the date of this Warrant (provided that the terms of such Options and
Convertible Securities are not modified or changed except as otherwise
contemplated by the Purchase Agreement) and all shares of Common Stock issued
or
issuable upon the exercise of this Warrant and all other Warrants issued
pursuant to the Purchase Agreement;
4
(2) all
shares of Common Stock or other securities hereafter issued or issuable to
officers, directors, employees, scientific advisors or consultants of the
Company pursuant to any employee or consultant option, stock offering, plan
or
arrangement approved by the majority of the members of the Board of Directors
of
the Company;
(3) all
shares of Common Stock or other securities hereafter issued in connection with
or as consideration for the acquisition or licensing of technology approved
by
the majority of the members of the Board of Directors of the Company;
and
(4) all
shares of Common Stock or other securities issued in connection with equipment
leasing or equipment financing arrangements approved by the majority of members
of the Board of Directors of the Company.
(iv) “Options”
means warrants and options to purchase or rights to subscribe for Common Stock
(other than Excluded Stock).
(v) “Purchase
Rights” means Options and Convertible Securities.
(b) If
the
Company issues or is deemed to issue any Common Stock or Purchase Rights in
a
Dilutive Issuance, the applicable Exercise Price in effect after each such
issuance shall be adjusted to a price equal to the following: the applicable
Exercise Price in effect immediately prior to the Dilutive Issuance (the “Old
Exercise Price”) multiplied by the quotient obtained by dividing:
(i) an
amount
equal to the sum of (x) the total number of shares of Common Stock outstanding
immediately prior to the Dilutive Issuance plus the total number of shares
of
Common Stock then issuable upon conversion of Convertible Securities and
exercise of outstanding options and warrants, plus (y) the number of shares
of
Common Stock which the consideration received by the Company upon the Dilutive
Issuance would purchase at such Old Exercise Price, by
(ii) the
total
number of shares of Common Stock outstanding immediately after the Dilutive
Issuance plus the total number of shares of Common Stock issuable on conversion
of Convertible Securities and exercise of outstanding options and
warrants.
(c) For
purposes of any adjustment of the applicable Exercise Price pursuant to
Section
2.04(b)
above,
the following provisions shall be applicable:
5
(i) In
the
case of the issuance of Common Stock for cash, the consideration shall be deemed
to be the amount of cash paid therefor.
(ii) In
the
case of the issuance of Common Stock for a consideration in whole or in part
other than cash, the consideration other than cash shall be deemed to be the
fair market value thereof as determined in good faith and in the exercise of
reasonable judgment by the Board of Directors of the Company, in accordance
with
generally accepted accounting principles; provided, however, that if at the
time
of such determination, the Company’s Common Stock is traded in the
over-the-counter market or on a national or regional securities exchange, such
fair market value as determined by the Board of Directors of the Company shall
be equal to the “Current Market Price” (as defined below) of the shares of
Common Stock being issued.
(iii) In
the
case of the issuance of Purchase Rights in a Dilutive Issuance:
(1) the
aggregate maximum number of shares of Common Stock deliverable upon exercise
of
Options shall be deemed to have been issued at the time such Options were issued
and for a consideration equal to the consideration (determined in the manner
provided in Section
2.04(c)(i)
and
(ii)
above),
if any, received by the Company upon the issuance of such Options plus the
minimum purchase price provided for in such Options;
(2) the
aggregate maximum number of shares of Common Stock deliverable upon conversion
or exercise of or exchange for any Convertible Securities shall be deemed to
have been issued at the time such Convertible Securities were issued and for
a
consideration equal to the consideration received by the Company for any such
Convertible Securities (excluding any cash received on account of accrued
interest or accrued dividends), plus the minimum additional consideration,
if
any, to be received by the Company upon the conversion or exchange of such
Convertible Securities (determined in the manner provided in Section
2.04(c)(i)
and
(ii)
above);
(3) on
any
change in the number of shares of Common Stock deliverable upon exercise of
any
such Purchase Rights or on any change in the minimum purchase price of such
Purchase Rights, other than a change resulting from the antidilution provisions
of such Purchase Rights, the applicable Exercise Price shall forthwith be
readjusted to such Exercise Price as would have been obtained had the adjustment
made upon (x) the issuance of such Purchase Rights not exercised, converted
or
exchanged prior to such change, as the case may be, been made upon the basis
of
such change or (y) the issuance of options or rights related to such securities
not converted or exchanged prior to such change, as the case may be, been made
upon the basis of such change; and
(4) on
the
expiration of any Purchase Rights, the applicable Exercise Price shall forthwith
be readjusted to such Exercise Price as would have obtained had the adjustment
made upon the issuance of such Purchase Right been made upon the basis of the
issuance of only the number of shares of Common Stock actually issued upon
the
exercise of such Purchase Rights.
6
(d) All
calculations under this Section
2.04
shall be
made to the nearest cent or to the nearest one hundredth (1/100) of a share,
as
the case may be.
(e) For
the
purpose of any computation pursuant to this Section
2.04,
the
“Current Market Price” at any date of one share of Common Stock, shall be deemed
to be the average of the highest reported bid and the lowest reported offer
prices on the preceding business day as reported by Nasdaq (or other recognized
source of quotations); provided, however, that if the Common Stock is not traded
in such manner that the quotations referred to in this Section
2.04(e)
are
available for the period required hereunder, Current Market Price shall be
determined in good faith and in the exercise of reasonable judgment by the
Board
of Directors of the Company.
Section
2.05 Treasury
Shares.
The
number of shares of Common Stock outstanding at any given time shall not include
shares of the Company owned or held by or for the account of the Company.
Section
2.06 Minimum
Adjustment.
Except
as provided in Section 2.04, no adjustment in the number of shares that may
be
issued upon exercise of this Warrant as provided in this Article II shall be
required unless such adjustment would require an increase or decrease in such
number of shares of at least one percent (1%) of the then adjusted number of
shares of Common Stock that may be issued upon exercise of this Warrant;
provided, however, that any such adjustments that by reason of the foregoing
are
not required to be made shall be carried forward and taken into account and
included in determining the amount of any subsequent adjustment; and provided
further, that if the Company shall at any time subdivide or combine the
outstanding shares of Common Stock or issue additional shares of Common Stock
as
a dividend, said percentage shall forthwith be proportionately adjusted so
as to
appropriately reflect the same.
Section
2.07 Adjustment
of Exercise Price.
Whenever the number of shares of Common Stock that may be issued upon exercise
of this Warrant is adjusted, and effective at the time such adjustment is
effective, as provided in Sections 2.01, 2.02, 2.03 and 2.04 of this
Article II, the Exercise Price shall be adjusted (to the nearest whole cent)
by
multiplying each such Exercise Price immediately prior to such adjustment by
a
fraction (x) the numerator of which shall be the number of shares of Common
Stock which may be issued upon the exercise of each such Warrant immediately
prior to such adjustment, and (y) the denominator of which shall be the number
of shares of Common Stock so purchasable immediately thereafter. The Company
may
retain a firm of independent certified public accountants (which may not be
the
regular accountants employed by the Company) to make any required computation,
and a certificate signed by such firm shall be conclusive evidence of the
correctness of such adjustment.
Section
2.08 Record
Date.
In the
event that the Company shall not take a record of the holders of its Common
Stock for the purpose of entitling them to receive a dividend payable in Common
Stock, then such record date shall be deemed for the purposes of this Article
II
to be the date of the issue or sale of the shares of Common Stock deemed to
have
been issued or sold upon the declaration of such dividend.
7
Section
2.09 Officer's
Certificate.
Whenever the Exercise Price shall be adjusted as provided in this Article II,
the Company shall forthwith file with its Secretary and retain in the permanent
records of the Company, an officer's certificate showing the adjusted Exercise
Price determined as provided in this Article II, setting forth in reasonable
detail the facts requiring such adjustment, including a statement of the number
of additional or fewer shares of Common Stock, and such other facts as may
be
reasonably necessary to show the reason for and the method of computing such
adjustment. Each such officer's certificate shall be made available at all
reasonable times for inspection by the Holder.
Section
2.10 Notice
of Adjustment.
Upon
any Dilutive Issuance and any adjustment of the number of shares that may be
issued upon exercise of this Warrant or the Exercise Price, the Company shall
give prompt notice thereof to the Holder, which notice shall state the nature
of
the Dilutive Issuance, and the increase or decrease, if any, in the number
of
shares that may be issued upon the exercise of this Warrant and the Exercise
Price, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based.
Section
2.11 Definition
of "Common Stock".
As used
in this Article II, the term "Common Stock" shall mean and include all of the
Company's authorized Common Stock of any class as constituted on the date of
this Warrant as set forth below, and shall also include any capital stock of
any
class of the Company thereafter authorized that shall not be limited to a fixed
sum or stated value in respect of the rights of the holders thereof to
participate in dividends or the distribution of assets upon the voluntary or
involuntary liquidation, dissolution or winding up of the Company.
ARTICLE
III.
TRANSFER
RESTRICTIONS
Section
3.01 Securities
Law Transfer Restrictions.
By
taking and holding this Warrant, the Holder (i) acknowledges that neither this
Warrant nor any shares of Common Stock that may be issued upon exercise of
this
Warrant have been registered under the Securities Act or any applicable state
securities or blue sky law (collectively, "Securities Laws"); (ii) agrees not
to
sell, transfer or otherwise dispose of this Warrant, and agrees not to sell,
transfer or otherwise dispose of any such shares of Common Stock without
registration unless the sale, transfer or disposition of such shares can be
effected without registration and in compliance with the Securities Laws; and
(iii) agrees not to sell, transfer or otherwise dispose of this Warrant or
any
portion thereof or interest therein except as otherwise expressly permitted
herein. No part of this Warrant or any portion thereof or interest therein
may
be transferred, whether voluntarily, involuntarily or by operation of law,
except to a Permitted Transferee as hereinafter defined. “Permitted Transferee”
shall mean a transferee or assignee that (a)(i) is an entity as to which the
Holder is the beneficial owner of at least a majority of the equity therein
and
the Holder has voting control thereover, (ii) is a member of the Holder's family
or a trust for the benefit of an individual Holder or (iii) a successor by
inheritance or intestate succession to any interest in this Warrant or any
portion thereof and (b) accepts by written instrument reasonably acceptable
to
the Company each of the terms and conditions that govern this Warrant. Any
certificate for shares of Common Stock issued upon exercise of this Warrant
shall bear an appropriate legend describing the foregoing restrictions, unless
such shares of Common Stock have been effectively registered under the
applicable Securities Laws.
8
Section
3.02 Provision
of Information by Holder.
The
Holder shall make available to the Company such written information, presented
in form and content satisfactory to the Company, as the Company may reasonably
request, from time to time, in order to make the determination provided for
in
Section 3.01.
ARTICLE
IV.
MISCELLANEOUS
Section
4.01 Transfer
of Warrants.
No
right or interest in this Warrant shall be transferable except as provided
in
Article III.
Section
4.02 Notices.
Any
notice or communication to be given pursuant to this Warrant shall be in writing
and shall be delivered in person or by certified mail, return receipt requested,
in the United States mail, postage prepaid. Notices to the Company shall be
addressed to the Company's principal office. Notices to the Holder shall be
addressed to the Holder's address as reflected in the records of the Company.
Notices shall be effective upon delivery in person, or, if mailed, at midnight
on the fifth business day after mailing.
Section
4.03 No
Shareholder Rights.
This
Warrant shall not entitle the Holder to any voting rights or other rights as
a
shareholder of the Company.
Section
4.04 Governing
Law.
This
Warrant shall be governed by, and construed in accordance with, the internal
laws of the State of New York, without reference to the choice of law provisions
thereof. The Company and, by accepting this Warrant, the Holder, each
irrevocably submits to the exclusive jurisdiction of the courts of the State
of
New York located in New York County and the United States District Court for
the
Southern District of New York for the purpose of any suit, action, proceeding
or
judgment relating to or arising out of this Warrant and the transactions
contemplated hereby. Service of process in connection with any such suit, action
or proceeding may be served on each party hereto anywhere in the world by the
same methods as are specified for the giving of notices under this Warrant.
The
Company and, by accepting this Warrant, the Holder, each irrevocably consents
to
the jurisdiction of any such court in any such suit, action or proceeding and
to
the laying of venue in such court. The Company and, by accepting this Warrant,
the Holder, each irrevocably waives any objection to the laying of venue of
any
such suit, action or proceeding brought in such courts and irrevocably waives
any claim that any such suit, action or proceeding brought in any such court
has
been brought in an inconvenient forum.
9
Section
4.05 Headings;
Interpretation.
The
section headings used herein are for convenience of reference only and are
not
intended to define, limit or describe the scope or intent of any provision
of
this Warrant. When used in this Warrant, the term "including" shall mean
"including, without limitation.”
Section
4.06 Successors.
The
covenants, agreements and provisions of this Warrant shall bind the parties
hereto and their respective successors and permitted assigns.
Section
4.07 Amendment;
Waiver.
This
Warrant is one of a series of Warrants of like tenor issued by the Company
pursuant to the Purchase Agreement and initially covering an aggregate of
1,200,000 shares of Common Stock (collectively, the “Company
Warrants”).
Any
term of this Warrant may be amended or waived (including the adjustment
provisions included in Article II of this Warrant) upon the written consent
of
the Company and the holders of Company Warrants representing at least 50% of
the
number of shares of Common Stock then subject to all outstanding Company
Warrants (the “Majority
Holders”);
provided,
that
(x) any such amendment or waiver must apply to all Company Warrants; and (y)
the
number of Warrant Shares subject to this Warrant, the Exercise Price and the
Expiration Date may not be amended, and the right to exercise this Warrant
may
not be altered or waived, without the written consent of the
Holder.
Section
4.08 Registration
Rights.
The
Holder is entitled to the benefit of certain registration rights with respect
to
the shares of Common Stock issuable upon the exercise of this Warrant as
provided in the Registration Rights Agreement entered into with the original
Holder, and any subsequent Holder may be entitled to such rights.
IN
WITNESS WHEREOF, the Company has caused this Warrant to be issued effective
as
of the 9th day of August, 2006.
|
ISORAY,
INC.,
a
Minnesota corporation
|
|
By:__________________________________
▇▇▇▇▇
▇. ▇▇▇▇▇▇, CEO
|
10
Exhibit
A
SUBSCRIPTION
FORM
(To
be Executed only upon Exercise of Warrant)
The
undersigned registered owner of this Warrant irrevocably exercises this Warrant
and purchases __________ shares of Common Stock of IsoRay, Inc., a Minnesota
corporation, that may be issued under this Warrant and herewith delivers the
sum
of $____________ in full payment of the Exercise Price for such shares, all
on
the terms and conditions specified in this Warrant. Such shares are to be
delivered to such holder at the address reflected in the records of the Company
unless contrary instructions are herein given.
Deliver
certificates to:
____________________
| Dated: _____________ | ||
| (Signature of Registered Owner) | ||
| (Street Address) | ||
| (City) (State) (Zip Code) | ||
1