NEITHER THIS WARRANT NOR THE SHARES ISSUABLE HEREUNDER HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
SECURITIES LAWS OF ANY STATE. AS A RESULT, NEITHER THIS WARRANT NOR THE SHARES
ISSUABLE HEREUNDER MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL THIS WARRANT OR SUCH SHARES ARE REGISTERED UNDER
THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS
NOT REQUIRED.
Warrant No. A-1 March 10, 2006
Number of Warrants: 472,671
WARRANT TO PURCHASE
CLASS A CONVERTIBLE COMMON STOCK
OF
AMERICAN ITALIAN PASTA COMPANY
For value received, American Italian Pasta Company, a Delaware corporation
(the "Company"), hereby grants to ▇▇▇▇▇▇▇ & Marsal, LLC (together with its
successors and assigns as set forth on the books of the Company, each a
"Registered Holder") the number of Warrants set forth above (the "Warrants" and
the certificate evidencing same being referred to herein as "this Warrant"),
each of the Warrants entitling the Registered Holder to purchase from the
Company, until the Expiration Date (as defined in Section 2.01), upon the terms
of this Warrant, one fully paid and non-assessable share (as same may be
adjusted pursuant to Section 1, each a "Warrant Share" and together the "Warrant
Shares") of the Company's Class A Convertible common stock, $.001 par value (the
"Common Stock") for a price of $5.67 per share (as same may be adjusted pursuant
to Section 1, the "Per Share Exercise Price"), subject to all adjustments set
forth herein. The total price to be paid by the Registered Holder upon purchase
of all of the Warrant Shares is $5.67 multiplied by the number of Warrants
evidenced by this certificate ("Total Exercise Price").
This Warrant is issued by the Company as required by the Letter Agreement,
dated as of September 28, 2005, and amended as of March 10, 2006 (the "Letter
Agreement"), by and am0ong the Company and the Registered Holder.
1. Adjustments
1.01 Adjustments for Certain Events.
(a) Stock Dividends, Subdivisions and Combinations. If at any time, or
from time-to-time, after January 26, 2006, the Company (i) declares a
dividend on the Common Stock that is payable with shares of Common Stock,
(ii) subdivides the outstanding shares of Common Stock into a greater
number of shares of Common Stock by a stock split, reclassification or
other method, or (iii) combines or consolidates the outstanding shares of
Common Stock into a lesser number of shares of Common Stock by a reverse
stock split, reclassification or other method, then the number of Warrant
Shares
issuable upon exercise of this Warrant shall be decreased or increased, as
appropriate, by multiplying the number of Warrant Shares issuable upon
exercise of this Warrant immediately before such event by a fraction, the
numerator of which is the number of issued and outstanding shares of Common
Stock immediately after such event and the denominator of which is the
number of issued and outstanding shares of Common Stock immediately before
such event. The events set forth above are deemed to occur on the date the
Company's Board of Directors (the "Board") declares the dividend or
authorizes the subdivision or combination of shares of Common Stock unless,
for any reason, the dividend is not subsequently paid or the subdivision or
combination is not subsequently completed. After any adjustment to the
number of Warrant Shares under this Section 1.01(a) the Per Share Exercise
Price shall be adjusted to that number determined by dividing the Total
Exercise Price by the number of Warrant Shares issuable upon exercise of
this Warrant after such adjustments.
(b) Reclassification, Etc. In case of any reclassification (other than
a reclassification governed by Section 1.01(a)) or change of the
outstanding securities of the Company or of any reorganization, sale or
conveyance to another entity of the property of the Company as an entirety
or substantially as an entirety, or in the case of any statutory exchange
of securities with another entity or merger of the Company (or any other
corporation the stock or securities of which are at the time receivable
upon the exercise of this Warrant) on or after January 26, 2006, then and
in each such case the Registered Holder upon the exercise hereof at any
time after the consummation of such reclassification, change,
reorganization, sale or conveyance, exchange of securities or merger shall
be entitled to receive, in lieu of the stock or other securities and
property receivable upon the exercise hereof prior to such consummation,
only the stock or other securities or cash or property to which such
Registered Holder would have been entitled upon such consummation if such
Registered Holder had exercised this Warrant immediately prior thereto.
(c) Issuances of Common Stock at below Per Share Exercise Price.
Except as provided in Section 1.01 (a) and the penultimate sentence of
Section 1.01(d), and except with respect to any issuance or sale of Common
Stock pursuant to any employee benefit plan or employment agreement, in
case the Company shall hereafter issue or sell any shares of Common Stock
for a consideration per share less than the Per Share Exercise Price in
effect immediately prior to such issuance or sale, the Per Share Exercise
Price shall be adjusted as of the date of such issuance or sale so that the
same shall equal the amount determined by multiplying the Per Share
Exercise Price in effect immediately prior to such issuance or sale by a
fraction, the numerator of which shall be the sum of (A) the number of
shares of Common Stock outstanding immediately prior to such issuance or
sale multiplied by the Per Share Exercise Price in effect immediately prior
to such issuance or sale plus (B) the aggregate consideration received by
the Company for the issuance or sale of capital stock, rights, options or
warrants to acquire capital stock, or securities convertible into capital
stock of the Company (including with respect to the shares contemplated by
this Section 1.01(c)) since the last previous change in the Per Share
Exercise Price or, if there has been no such previous change, since the
issuance of this Warrant, and the denominator of which shall be the total
number of shares of Common Stock outstanding immediately after such
issuance or sale multiplied
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by the Per Share Exercise Price in effect immediately prior to such
issuance or sale. After any adjustment to the Per Share Exercise Price
under this Section 1.01(c), the number of Warrant Shares issuable upon
exercise of this Warrant shall be adjusted to that number determined by
dividing the Total Exercise Price by the Per Share Exercise Price as so
adjusted.
(d) Issuance of Derivatives at below Per Share Exercise Price. In case
the Company shall hereafter, except pursuant to any employee benefit plan
or employment agreement, issue or sell any rights, options, warrants or
securities exercisable for, convertible into, or exchangeable for, Common
Stock (collectively, "Derivatives") for a consideration per share
(determined by dividing (i) the total amount, if any, received or
receivable by the Company in consideration of the issuance or sale of such
Derivatives plus, without duplication, the total consideration, if any,
payable to the Company upon exercise, conversion or exchange of such
Derivatives (the "Total Consideration") by (ii) the number of additional
shares of Common Stock issuable upon exercise, conversion or exchange of
such Derivatives) which is less than the then Per Share Exercise Price, the
Per Share Exercise Price in effect immediately prior to such issuance or
sale shall be adjusted as of the date of such issuance or sale so that the
same shall equal the amount determined by multiplying the Per Share
Exercise Price in effect immediately prior to such issuance or sale by a
fraction, the numerator of which shall be the sum of (A) the number of
shares of Common Stock outstanding immediately prior to such issuance or
sale multiplied by the Per Share Exercise Price in effect immediately prior
to such issuance or sale, plus (B) the Total Consideration plus (C) the
aggregate amount of consideration received by the Company for the issuance
or sale of capital stock, rights, options or warrants to acquire capital
stock, or securities convertible into capital stock of the Company
(excluding with respect to securities contemplated by this Section 1.01(d))
since the last previous change in the Per Share Exercise Price or, if there
has been no such previous change, since the issuance of this Warrant, and
the denominator of which shall be the number of shares of Common Stock
outstanding immediately after such issuance or sale plus the maximum number
of additional shares of Common Stock issuable upon exercise, conversion or
exchange of the Derivatives which causes an adjustment under this Section
1.01(d) multiplied by the Per Share Exercise Price in effect immediately
prior to such issuance or sale. After any adjustment to the Per Share
Exercise Price under this Section 1.01(d), the number of Warrant Shares
issuable upon exercise of this Warrant shall be adjusted to that number
determined by dividing the Total Exercise Price by the Per Share Exercise
Price as so adjusted. No further adjustments of the Per Share Exercise
Price or number of Warrant Shares issuable upon exercise of this Warrant
shall be made upon the actual issuance of Common Stock upon the exercise,
conversion or exchange of such Derivatives. Upon the expiration of any such
conversion or exchange of such Derivatives, without exercise, conversion or
exchange, the Per Share Exercise Price then in effect shall forthwith
automatically be increased to the Per Share Exercise Price that would have
been in effect at the time of such expiration or termination had such
conversion or exchange of such Derivatives, to the extent outstanding
immediately prior to such expiration or termination, never been issued, and
the shares issuable thereunder shall no longer be deemed outstanding and
the number of Warrant Shares issuable upon exercise of this Warrant shall
be correspondingly adjusted.
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(e) Effective Time of Adjustments. Any change in the Per Share
Exercise Price, the number of Warrant Shares or the kind and amount of
stock or other securities or property into which this Warrant shall be
exercisable shall be effective as of the closing of the transaction that
precipitated such adjustment.
1.02 General Adjustment Provisions
(a) Notice of Adjustments. Upon each event that causes an adjustment
of the Per Share Exercise Price, the number of Warrant Shares or the kind
and amount of stock or other securities or property into which this Warrant
shall be exercisable, the Company, at its expense, shall promptly compute
such adjustments in accordance with the terms hereof, reflect such
adjustment on its books and prepare and furnish the Registered Holder a
certificate setting forth such adjustment and showing in detail the facts
upon which such adjustment is based. The Company's Chief Financial Officer
shall attest to the accuracy of the certificate. Upon the Registered
Holder's written request at any time, but no more often than quarterly, the
Company shall furnish to the Registered Holder a certificate setting forth
(i) all prior adjustments to the Per Share Exercise Price, the number of
Warrant Shares or the kind and amount of stock or other securities or
property into which this Warrant shall be exercisable, (ii) the Per Share
Exercise Price currently in effect and (iii) the number of Warrant Shares
and the amount, if any, of other property, that the Registered Holder would
receive upon exercise of this Warrant.
(b) Miscellaneous. Unless specifically provided herein to the
contrary, all of the adjustments set forth in this Section 1 are
cumulative. No adjustment of the Per Share Exercise Price or the number of
Warrant Shares shall be made hereunder with respect to any shares of Common
Stock that have been issued to the Registered Holder upon exercise of this
Warrant.
(c) No Increase Per Share Exercise Price. In no event shall any such
adjustment have the effect of increasing the Per Share Exercise Price as
otherwise determined pursuant to this Section 1 except as contemplated by
Section 1.01(a)(iii), and then in no event to an amount larger than the Per
Share Exercise as adjusted pursuant to such Section.
(d) Disputes. In the event that there is any dispute as to the
computation of the Per Share Exercise Price or the number of Warrant Shares
required to be issued upon exercise of this Warrant, the Registered Holders
and the Company will retain a mutually acceptable independent and
nationally recognized accounting firm to re-compute the Per Share Exercise
Price and number of Warrant Shares required to be issued upon exercise of
this Warrant pursuant to the terms hereof, which firm may review the
financial statements or other information upon which such computations were
based. The determination of such firm shall, in the absence of manifest
error, be binding upon the Registered Holders of this Warrant and the
Company. If there shall be a dispute as to the selection of such nationally
recognized accounting firm, such firm shall be appointed by the American
Institute of Certified Public Accountants if willing, otherwise by the
American Arbitration Association in New York City, upon application by the
Company and Registered Holders of at least 25 percent of the then
outstanding Warrants, with
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notice to the other Registered Holders. The cost for the retention of such
firm shall be borne by the Company if the Company's original computation
was incorrect, and otherwise by the Registered Holders.
2. Exercise.
2.01 Exercise Period. The Registered Holder may exercise this Warrant
for all or less than all of the Warrant Shares at any time and from time to time
before 5:00 P.M. local time in Kansas City, Missouri on September 28, 2010 (the
"Expiration Date").
2.02 Manner. The Registered Holder shall exercise this Warrant by
delivering to the Secretary of the Company at its principal office (a) this
original Warrant, (b) a notice of exercise in the form attached hereto as
Exhibit A and (c) full payment in the amount of the Per Share Purchase Price
multiplied by the number of Warrant Shares that Registered Holder is purchasing
hereunder (the "Purchase Price").
2.03 Form of Payment. Registered Holder shall pay the Purchase Price
(a) in cash, (b) by bank cashier's check, (c) by Federal Reserve System wire
transfer of immediately available funds, or (d) by any combination of the
foregoing.
2.04 Cashless Exercise. Notwithstanding anything to the contrary in
Sections 2.02 or 2.03, in lieu of paying the Purchase Price in accordance with
Sections 2.02(c) and 2.03, the Registered Holder may elect, in the notice of
exercise, to cashless exercise all or part of this Warrant and receive, in lieu
of the number of Warrant Shares that the Registered Holder would receive had the
Registered Holder paid the Purchase Price in cash, a number of Warrant Shares
equal in Market Price (the "Market Price") to the difference between such Market
Price of the Warrant Shares subject to the Warrants being exercised and the
Total Exercise Price applicable to the portion of this Warrant being exercised.
For the purpose of any computation under Sections 2.04 or 7, the Market Price
per share of Common Stock at any date shall be deemed to be the average daily
Closing Price of the shares of Common Stock for five consecutive trading days
ending one trading day before the date the Company receives the documents
required under Section 2.02. The term "Closing Price" of the shares of Common
Stock for a day or days shall mean (i) if the shares of Common Stock are listed
or admitted for trading on a national securities exchange (including The Nasdaq
Stock Market ("Nasdaq") after Nasdaq becomes a national securities exchange),
the last reported sales price regular way, or, in case no such reported sale
takes place on such day or days, the average of the reported closing bid and
asked prices regular way, in either case on the principal national securities
exchange on which the shares of the Common Stock are listed or admitted for
trading, or (ii) if the shares of Common Stock are not listed or admitted for
trading on a national securities exchange, (A) until Nasdaq becomes a national
securities exchange, the last transaction price for the Common Stock on Nasdaq
or, in the case no such reported transaction takes place on such day or days,
the average of the reported closing bid and asked prices thereof quoted on
Nasdaq, or (B) if the shares of Common Stock are not quoted on Nasdaq, the
average of the closing bid and asked prices of the Common Stock as quoted on the
Over-The-Counter Bulletin Board maintained by the National Association of
Securities Dealers, Inc. (the "Bulletin Board"), or (C) if the shares of Common
Stock are neither listed or admitted for trading on a national securities
exchange nor quoted on Nasdaq or on the Bulletin Board, the average of the
closing bid and asked prices of the Common Stock in the over-
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the-counter market, as reported by The Pink Sheets, LLC, or an equivalent
generally accepted reporting service, or (iii) if on any such day or days the
shares of Common Stock are not quoted by any such organization, the fair market
value of the shares of Common Stock on such day or days, as determined in good
faith by the Board of Directors of the Company.
2.05 Delivery to Registered Holder. As soon as practicable after the
exercise of this Warrant in whole or in part, and in any event within ten (10)
business days thereafter, the Company at its expense will cause to be issued in
the name of, and delivered to, the Registered Holder, or as such Registered
Holder (upon payment by such Registered Holder of any applicable transfer taxes)
may direct:
(i) a certificate or certificates for the number of Warrant
Shares to which such Registered Holder shall be entitled; and
(ii) in case such exercise is in part only, a new Warrant of
like tenor for the number of Warrants (without giving effect to
any adjustment therein) called for on the face of this Warrant
minus the number of Warrants exercised.
3. Notice of Certain Events. If the Company proposes at any time (a) to declare
any dividend or distribution upon its Common Stock, or (b) to offer to the
holders of any class or series of its capital stock any additional shares of
stock of any class or series or other rights, the Company shall deliver written
notice thereof to Registered Holder. Such notice shall be given at least twenty
(20) calendar days before (i) the record date for such dividend, distribution or
offering and (ii) the earlier of any vote to approve or the closing of such
transaction. The notice shall generally describe the event expected to occur,
the anticipated date thereof and the name and telephone number of the Company's
representative whom the Registered Holder may contact to obtain additional
information concerning the anticipated event.
4. Reservation of Common Stock. During the period in which this Warrant may be
exercised, the Company will at all times have authorized, and in reserve, shares
of Common Stock equal to the maximum amount of the shares of Common Stock that
can be issued upon exercise of all of this Warrant and such other securities and
properties as from time to time shall be deliverable to the Registered Holder
upon the exercise of this Warrant, free and clear of all restrictions on sale or
transfer (except such as may be imposed under applicable federal and state
securities laws).
5. Issue or Transfer Taxes. The Company shall pay all issue and other non-income
based taxes that may be payable in respect of the issuance or delivery of the
Warrant Shares on exercise of the Warrant. The Registered Holder shall pay all
transfer taxes due upon any transfer requested by Registered Holder in
connection with any such exercise.
6. Transfers.
(a) Unregistered Security. Each holder of this Warrant acknowledges
that this Warrant and the Warrant Shares have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), and agrees not to
sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this
Warrant or any Warrant Shares issued upon its exercise in the absence of (i) an
effective registration statement under the
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Securities Act as to this Warrant or such Warrant Shares and registration or
qualification of this Warrant or such Warrant Shares under any applicable
federal or state securities law then in effect or (ii) an opinion of counsel,
satisfactory to the Company, that such registration and qualification are not
required. Each certificate or other instrument for Warrant Shares issued upon
the exercise of this Warrant shall bear a legend substantially to the foregoing
effect.
(b) Transferability. Subject to the provisions of Section 6(a) hereof,
this Warrant and all rights hereunder may only be transferred upon surrender of
the Warrant with a properly executed assignment (in the form of Exhibit B
hereto) at the principal office of the Company.
(c) Warrant Register. The Company will maintain a register containing
the names and addresses of the Registered Holders of this Warrant. Until any
transfer of this Warrant is made in the warrant register (which the Company
shall effect promptly following submission of this Warrant to it) the Company
may treat the Registered Holder of this Warrant as the absolute owner hereof for
all purposes; provided, however, that if this Warrant is properly assigned in
blank, the Company may (but shall not be required to) treat the bearer hereof as
the absolute owner hereof for all purposes, notwithstanding any notice to the
contrary. Any Registered Holder may change such Registered ▇▇▇▇▇▇'s address as
shown on the warrant register by written notice to the Company requesting such
change.
(d) Deliveries Upon Transfer. As soon as practicable after a transfer
of this Warrant in whole or in part, and in any event within ten (10) business
days thereafter, the Company at its expense will cause to be issued in the name
of, and delivered to:
(i) to the transferee a certificate or certificates registered in
the name of the transferee for the number of Warrants transferred to
such transferee; and
(ii) in case such transfer is in part only, to the Registered
Holder a new Warrant of like tenor for the number of Warrants (without
giving effect to any adjustment therein) called for on the face of
this Warrant minus the number of Warrants transferred.
(e) Loss, Etc. of Warrant. Upon receipt of evidence satisfactory to
the Company of the loss, theft, destruction or mutilation of this Warrant, and
of indemnity reasonably satisfactory to the Company, if lost, stolen or
destroyed, and upon surrender and cancellation of this Warrant, if mutilated,
and upon reimbursement of the Company's reasonable incidental expenses, the
Company shall execute and deliver to the Registered Holder a new Warrant of like
date, tenor and denomination.
7. Fractional Shares. No fractional share of Common Stock shall be issued upon
the exercise of this Warrant. All of the Warrant Shares issuable upon any
exercise of this Warrant shall be aggregated for purposes of determining whether
the exercise would result in the issuance of any fractional share. If, after
such aggregation, the exercise would result in the issuance of a fractional
share, the Company shall in lieu thereof pay the Registered Holder a cash amount
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equal to the fair market value of such fractional share on the date of exercise.
The Board, acting in good faith, shall determine the fair market value of the
fractional share.
8. Closing of Transfer Books. The right to exercise this Warrant shall not be
suspended during any period while the stock transfer book of the Company for its
Common Stock is closed. Notwithstanding the foregoing, the Company shall not be
required to deliver certificates of its Common Stock upon exercise of this
Warrant while its stock transfer book is duly closed and may postpone the
delivery of the certificates for its Common Stock until the opening of such
books.
9. Notices. Any notice given hereunder shall be deemed given (a) when delivery
is tendered if personally delivered, (b) three (3) days after the postmark if
mailed certified mail, return receipt requested, (c) on the first business day
after delivery to a nationally recognized company regularly providing overnight
delivery services if sent by next business day service and (d) on the day
receipt is confirmed, either by the recipient or electronically, if sent by
telecopy. If a party sends a notice by any other method, it shall be deemed
given when the addressee or addressee's authorized agent actually receives the
notice. In each case, notices shall be addressed to the Company at ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ and
to the Registered Holder at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇,
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇, telecopy: (▇▇▇) ▇▇▇-▇▇▇▇, or such address of the
Registered Holder reflected after March 10, 2006 (including as to any transfers
as reflected on an Assignment Form) in the warrant register maintained pursuant
to Section 6(c), or such other address as such party may indicate by a notice to
the other party.
10. Registered Holder Not Shareholder. This Warrant does not confer upon
Registered Holder any rights or liabilities as a shareholder of the Company,
including, but not limited to, any right to vote or to consent or to receive
notice as a shareholder of the Company until the first business day following
the Registered Holder's exercise of this Warrant and the Company's receipt of
the documentation required to be delivered to it by the Registered Holder
pursuant to Section 2.02, 2.03 and/or 2.04.
11. Amendment. The provisions of this Warrant may only be amended or modified in
writing by the Company and the Registered Holder.
12. Governing Law. This Warrant shall be governed by the laws of the State of
Delaware without regard to the choice of law provisions thereof that would defer
to the substantive laws of another jurisdiction.
13. Headings. The headings of this Warrant have been inserted as a matter of
convenience and shall not affect the construction thereof.
14. Severability. Wherever possible, each provision hereof shall be interpreted
in such manner as to be effective and valid under applicable law, but in case
any one or more of the provisions contained herein shall, for any reason, be
held to be invalid, illegal or unenforceable in any respect, such provision
shall be ineffective to the extent, but only to the extent, of such invalidity,
illegality or unenforceability without invalidating the remainder of such
provision or provisions or any other provisions hereof.
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IN WITNESS WHEREOF, the Company has executed this Warrant as of the date first
above written.
AMERICAN ITALIAN PASTA COMPANY
By:______________________________________
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EXHIBIT A
Form Notice of Exercise
TO: American Italian Pasta Company
(1) The undersigned hereby elects to exercise _______ Warrants to purchase
shares of the Class A Convertible Common Stock, par value $.001 per share (the
"Common Stock") of American Italian Pasta Company, a Delaware corporation (the
"Company"), pursuant to the terms of the attached Warrant, and:
|__| Tenders herewith payment of $___________ of the Total Exercise Price
which is applicable to the portion of this Warrant being exercised
though a cash payment pursuant to Section 2.02 of this Warrant.
|__| Elects to Cashless Exercise ________ Warrants pursuant to the
provisions of Section 2.04 of this Warrant.
(2) Please issue a certificate or certificates representing said shares of
the Common Stock of the Company or other securities or property deliverable upon
exercise of this Warrant in the name of the undersigned or in such other name
and address as is specified below:
__________________________
(Name)
__________________________
__________________________
(Address)
(3) The undersigned represents that (i) the aforesaid shares of Common
Stock are being acquired for the account of the undersigned, not as a nominee
for any other party, and for investment, by reason of a specific exemption from
the registration provisions of the Securities Act of 1933, as amended (the
"Securities Act"), which exemption depends upon, among other things, the bona
fide nature of the investment intent herein, (ii) the undersigned is aware of
the Company's business affairs and financial condition and has acquired
sufficient information about the Company to reach an informed and knowledgeable
decision regarding its investment in the Company; (iii) the undersigned is
experienced in making investments of this type and has such knowledge and
background in financial and business matters that the undersigned is capable of
evaluating the merits and risks of this investment and protecting the
undersigned's own interest; (iv) the undersigned understands that the shares of
Common Stock issuable upon exercise of this Warrant have not been registered
under the Securities Act, and they must be held indefinitely unless subsequently
registered under the Securities Act or an exemption from such registration is
available; (v) the undersigned is aware that the aforesaid shares of Common
Stock, may not be sold pursuant to Rule 144 adopted under the Securities Act
unless certain conditions are met and until the undersigned has held the shares
for the time period prescribed by Rule 144, and that among the conditions for
use of the Rule is the availability of current information to the public about
the Company and (vi) the undersigned agrees not to make any disposition of all
or any part of the aforesaid shares of Common Stock, unless and until there is
then in effect a registration statement under the Securities Act covering such
proposed disposition and such disposition is made in accordance with said
registration statement, or the undersigned has provided the Company with an
opinion of counsel satisfactory to the Company, stating that such registration
is not required.
_______________________ _________________________________________
Date (Signature)
_________________________________________
(Print Name)
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EXHIBIT B
ASSIGNMENT FORM
FOR VALUED RECEIVED, ___________________________ hereby sells, assigns and
transfers all of the rights of the undersigned under the attached Warrant with
respect to _______ Warrants, to:
Name of Assignee Address No. of Warrants
Dated:__________________ Signature:__________________________
__________________________
Witness:____________________________