EXHIBIT 10.21
EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS WARRANT MAY NOT BE TRANSFERRED AND THE
SHARES OF COMMON STOCK ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO
THE SHARES UNDER SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION, QUALIFICATION OR OTHER
SUCH ACTIONS ARE NOT REQUIRED UNDER ANY SUCH LAWS. THE OFFERING OF THIS SECURITY
HAS NOT BEEN REVIEWED OR APPROVED BY ANY STATE'S SECURITIES ADMINISTRATOR.
No. 4 Warrant to Purchase 830,000 Shares of
Common Stock (subject to adjustment)
WARRANT TO PURCHASE
COMMON STOCK
of
▇▇▇▇▇▇▇▇.▇▇▇, INC.
THIS CERTIFIES THAT, for value received, Big Dog USA, Inc. or its Permitted
Transferee ("Holder") is entitled, subject to the terms set forth below, to
purchase from ▇▇▇▇▇▇▇▇.▇▇▇, Inc., a Delaware corporation (the "Company"), Eight
Hundred Thirty Thousand (830,000) shares of the Common Stock (the "Common
Stock") of the Company, as of the date hereof (the "Warrant Issue Date"), upon
surrender hereof, at the principal office of the company referred to below, with
the subscription form attached hereto duly executed, and simultaneous payment
therefor in lawful money of the United States or otherwise as hereinafter
provided, at the Exercise Price as set forth in Section 2 below. The number,
---------
character and Exercise Price of such shares of Common Stock are subject to
adjustment as provided below. The term "Warrant" as used herein shall include
this Warrant, for the Common Stock of the Company, and any warrants delivered in
substitution or exchange therefor as provided herein.
This Warrant is issued in connection with the transactions described in
that certain Strategic Relationship Agreement between the Company, Holder and
Big Dogs Holdings, Inc., of even date herewith (the "SRA"). The exercise of
this Warrant is subject to certain provisions of the SRA. In accordance with
Section 11.2, 15 and 26.6 of the SRA, which sections are specifically
-------------------------
incorporated herein by this reference, this Warrant may be (i) amended by the
Company and the number of shares into which this Warrant is exercisable may be
reduced by the Company based upon the performance goals set forth therein or
(ii) cancelled.
1. Term of Warrant. Subject to the terms and conditions set forth
---------------
herein, this Warrant shall be exercisable, in whole or in part, during the term
commencing on the Warrant Issue Date and ending at the earlier of (i) three
years from the date of a firm commitment underwritten initial public offering of
capital stock by the Company ("IPO"), and (ii) 5:00 p.m., Pacific time, on the
fifth anniversary of the date of this Warrant Issue Date, and shall be void
thereafter.
2. Exercise Price. The Exercise Price at which this Warrant may be
--------------
exercised shall be 205,000 shares of Common Stock at $8.88 per share, 205,000
shares of Common Stock at $17.75 per share, 210,000 shares of Common Stock at
$26.63 per share and 210,000 shares of Common Stock at $35.50 per share (each
such group of shares of Common Stock that are purchasable upon exercise of this
Warrant at a particular price level is referred to as a "Tranche"), each as
adjusted from time to time pursuant to Section 11 hereof.
----------
3. Exercise of Warrant.
-------------------
(a) The purchase rights represented by this Warrant are exercisable
by the Holder 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, at the office of the Company (or such
other office or agency of the Company as it may designate by notice in
writing to the Holder at the address of the Holder appearing on the books
of the Company), upon payment:
(i) in cash or by check acceptable to the Company,
2
(ii) by cancellation by the Holder of indebtedness or other
obligations of the Company to the Holder (at the option of the
Company), or
(iii) by a combination of (i) and (ii) (at the option of the
Company), of the purchase price of the shares to be purchased.
(b) This Warrant shall be deemed to have been exercised immediately
prior to the close of business on the date of its surrender for exercise as
provided above, and the person entitled to receive the shares of Common
Stock issuable upon such exercise shall be treated for all purposes as the
holder of record of such shares as of the close of business on such date.
As promptly as practicable on or after such date and in any event within
ten (10) business days thereafter, the Company at its expense shall issue
and deliver to the person or persons entitled to receive the same a
certificate or certificates for the number of shares issuable upon such
exercise.
(c) Notwithstanding any provisions herein to the contrary, if the
fair market value of one share of Common Stock is greater than the Exercise
Price of a particular Tranche (at the date of calculation as set forth
below), in lieu of exercising this Warrant with respect to such Tranche for
cash, the Holder or the Company may require that the Holder receive shares
equal to the value (as determined below) of this Warrant with respect to
such Tranche(s) being cancelled (or the portion thereof being cancelled) by
surrender of this Warrant at the principal office of the Company together
with the properly endorsed Notice of Exercise and notice of such election
in which event the company shall issue to the Holder a number of shares of
Common Stock computed using the following formula:
X = Y (A-B)
-------
A
Where: X = the number of shares of Common Stock to be issued to the Holder
Y = the number of shares of Common Stock purchasable under a
particular Tranche of the Warrant or, if only a portion of a
Tranche of the Warrant is being exercised, the portion of the
3
particular Tranche of the Warrant being cancelled (at the date
of such calculation)
A = the fair market value of one share of the Company's Common Stock
(at the date of such calculation)
B = Exercise Price for a particular Tranche (as adjusted to the date
of such calculation)
For purposes of the above calculation, fair market value of one share of Common
Stock shall be determined by the Company's Board of Directors in good faith;
provided, however, that where there exists a public market for the Company's
Common Stock at the time of such exercise, the fair market value per share shall
be the product of (i) the average of the closing bid and asked prices of the
Common Stock quoted in the Over-The-Counter Market Summary or the last reported
sale price of the Common Stock or the closing price quoted on the NASDAQ
National Market or on any exchange on which the Common Stock is listed,
whichever is applicable, as published in the Western Edition of The Wall Street
Journal for the five (5) trading days prior to the date of determination of fair
market value and (ii) the number of shares of Common Stock at the time of such
exercise. Notwithstanding the foregoing, in the event the Warrant is exercised
in connection with the Company's initial public offering of Common Stock, the
fair market value per share shall be the per share offering price to the public
of the Company's initial public offering.
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 the Holder would otherwise be
entitled, the Company shall make a cash payment equal to the Exercise Price
multiplied by such fraction.
5. 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 any
indemnity agreement 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.
4
6. Rights of Stockholders. Subject to Sections 9 and 11 of this Warrant,
---------------------- -----------------
the Holder shall not be entitled to vote or receive dividends or be deemed the
holder of Common Stock or any other securities of the Company that may at any
time be issuable on the exercise hereof for any purpose, nor shall anything
contained herein be construed to confer upon the Holder, as such, any of the
rights of a stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action (whether upon any
recapitalization, issuance of stock, reclassification of stock, change of par
value, or change of stock to no par value, consolidation, merger, conveyance, or
otherwise) or to receive notice of meeting, or to receive dividends or
subscription rights or otherwise until the Warrant shall have been exercised as
provided herein.
7. Transfer of Warrant.
--------------------
(a) Warrant Register. The Company will maintain a register (the
---------------
"Warrant Register") containing the names and addresses of the Holder or
Holders. Any Holder of this Warrant or any portion thereof may change its
address as shown on the Warrant Register by written notice to the Company
requesting such change. Any notice or written communication required or
permitted to be given to the Holder may be delivered or given by mail to
such Holder as shown on the Warrant Register and at the address shown on
the Warrant Register. Until this Warrant is transferred on the Warrant
Register of the Company, the Company may treat the Holder as shown on the
Warrant Register as the absolute owner of this Warrant for all purposes,
notwithstanding any notice to the contrary.
(b) Warrant Agent. The Company may, by written notice to the Holder,
-------------
appoint an agent for the purpose of maintaining the Warrant Register
referred to in Section 7(a) above, issuing the Common Stock then issuable
------------
upon the exercise of this Warrant, exchanging this Warrant, replacing this
Warrant, or any or all of the foregoing. Thereafter any such registration,
issuance, exchange, or replacement, as the case may be, shall be made at
the office of such agent.
(c) Transferability and Nonnegotiability of Warrant. This Warrant
-----------------------------------------------
may not be transferred or assigned in whole or in part except as set forth
below. Except as set forth below, upon the transfer of this Warrant, this
Warrant shall be null and void ab initio. Notwithstanding the foregoing,(i)
---------
5
this Warrant may be transferred to any company merging with or acquiring
substantially all of the assets of Holder subject to Section 26.6 of the
SRA, and (ii) warrants to purchase up to 70,000 shares may be transferred
to employees of Holder other than ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇ (a
"Permitted Transferee") and in each instance after compliance with all
-----
applicable federal and state securities laws by the transferor and the
transferee (including the delivery of investment representation letters and
legal opinions reasonably satisfactory to the Company, if such are
requested by the Company). Subject to the provisions of this Warrant
described herein and compliance with the Securities Act of 1933, as amended
(the "Act"), title to this Warrant may be transferred by endorsement to a
Permitted Transferee (by the Holder executing the Assignment Form annexed
hereto) and delivery in the same manner as a negotiable instrument
transferable by endorsement and delivery.
(d) Exchange of Warrant Upon a Transfer. On surrender of this
-----------------------------------
Warrant for exchange, properly endorsed on the Assignment Form and subject
to the provisions of this Warrant with respect to compliance with the Act
and with the limitations on assignments and transfers contained in this
Section 7, the Company at its expense shall promptly issue to or on the
---------
order of the Holder a new warrant or warrants of like tenor, in the name of
the Holder or as the Holder (on payment by the Holder of any applicable
transfer taxes) may direct, for the number of shares issuable upon exercise
hereof.
(e) Compliance with Securities Laws.
-------------------------------
(i) The Holder of this Warrant, by acceptance hereof,
acknowledges that this Warrant and the shares of Common Stock to be
issued upon exercise hereof are being acquired solely for the Holder's
own account and not as a nominee for any other party, and for
investment, and that the Holder will not offer, sell or otherwise
dispose of this Warrant or any shares of Common Stock to be issued
upon exercise hereof except under circumstances that will not result
in a violation of the Act or any state securities laws. Upon exercise
of this Warrant, the Holder shall, if requested by the Company,
confirm in writing, in a form satisfactory to the Company, that the
shares of Common Stock so purchased are being acquired solely for the
Holder's own account and not as a nominee for any other party, for
investment, and not with a view toward distribution or resale.
6
(ii) The shares of Common Stock issued upon exercise hereof shall
be stamped or imprinted with a legend in substantially the following
form (in addition to any legend required by state securities laws):
THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE
STATE SECURITIES LAWS. SUCH SECURITIES AND ANY SECURITIES ISSUED HEREUNDER OR
THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR
AN EXEMPTION THEREFROM UNDER SAID ACT AND APPLICABLE LAWS. COPIES OF THE WARRANT
AGREEMENT COVERING THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY
BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO
THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.
8. Reservation of Stock. The Company covenants that during the term this
--------------------
Warrant is exercisable, the Company will reserve from its authorized and
unissued Common Stock a sufficient number of shares to provide for the issuance
of Common Stock upon the exercise of this Warrant and, from time to time, will
take all steps necessary to amend its Certificate of Incorporation to provide
sufficient reserves of shares of Common Stock issuable upon exercise of the
Warrant. The Company further represents and covenants that all shares that may
be issued upon the exercise of this Warrant, all as set forth herein, will be
duly and validly authorized, fully paid and nonassessable and free from all
taxes, liens and charges in respect of the issue thereof (other than taxes in
respect of any transfer occurring contemporaneously or otherwise specified
herein). The Company agrees that its issuance of this Warrant shall constitute
full authority to its officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for shares of
Common Stock upon the exercise of this Warrant. The capitalization of the
Company is as set forth on Schedule A hereto.
9. Notices.
-------
(a) Whenever the Exercise Price or number of shares purchasable
hereunder shall be adjusted pursuant to Section 11 hereof, the Company
----------
shall issue a certificate signed by its Chief Financial Officer setting
forth, in
7
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 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.
(b) In case:
(i) the Company shall take a record of the holders of its
Common Stock (or other stock or securities at the time receivable upon
the exercise of this Warrant) for the purpose of entitling them to
receive any dividend or other distribution, or any right to subscribe
for or purchase any shares of stock of any class or any other
securities, or to receive any other right, or
(ii) of any capital reorganization of the Company, any
reclassification of the capital stock of the Company, any
consolidation or merger of the Company with or into another
corporation, or any conveyance of all or substantially all of the
assets of the Company to another corporation, or
(iii) of any voluntary dissolution, liquidation or winding-up of
the Company,
then, and in each case, the Company will mail or cause to be mailed to
the Holder or Holders a notice specifying, as the case may be, (A) 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, or (B) the date on which such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up is to take place, and the time,
if any is to be fixed, as of which the holders of record of Common
Stock (or such stock or securities at the time receivable upon the
exercise of this Warrant) shall be entitled to exchange their shares
of Common Stock (or such other stock or securities) for securities or
other property deliverable upon such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation or
winding-up. Such notice shall be mailed at least 15 days prior to the
date therein specified.
8
(c) All such notices, advices and communications shall be deemed to
have been received (i) in the case of personal delivery, on the date of
such delivery and (ii) in the case of mailing, on the third business day
following the date of such mailing.
10. Amendments.
----------
(a) Any term of this Warrant may be amended or waived with the
written consent of the Company and the Holders of Warrants representing not
less than fifty-one percent (51%) of the shares of Common Stock issuable
upon exercise of any and all outstanding Warrants.
(b) No waivers of, or exceptions to, any term, condition or provision
of this Warrant, in any one or more instances, shall be deemed to be, or
construed as, a further or continuing waiver of any such term, condition or
provision.
11. Adjustments. The Exercise Price and the number of shares purchasable
-----------
hereunder are subject to adjustment from time to time as follows:
(a) Merger, Sale of Assets, etc. If at any time while this Warrant,
---------------------------
or any portion hereof, is outstanding and unexpired there shall be:
(i) a reorganization (other than a combination,
reclassification, exchange or subdivision of shares otherwise provided
for herein),
(ii) a merger or consolidation of the Company with or into
another corporation in which the Company is not the surviving entity,
or a reverse triangular merger in which the Company is the surviving
entity but the shares of the Company's capital stock outstanding
immediately prior to the merger are converted by virtue of the merger
into other property, whether in the form of securities, cash, or
otherwise, or
(iii) a sale or transfer of the Company's properties and assets
as, or substantially as, an entirety to any other person,
9
then, as a part of such reorganization, merger, consolidation, sale or
transfer, 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
Exercise Price then in effect, the number of shares of stock or other
securities or property of the successor entity resulting from such
reorganization, merger, consolidation, sale or transfer that a holder
of the shares deliverable upon exercise of this Warrant would have
been entitled to receive in such reorganization, consolidation,
merger, sale or transfer if this Warrant had been exercised
immediately before such reorganization, merger, consolidation, sale or
transfer, all subject to further adjustment as provided in this
Section 11. The foregoing provisions of this Section 11(a) shall
---------- -------------
similarly apply to successive reorganizations, consolidations,
mergers, sales and transfers and to the stock or securities of any
other entity that are at the time receivable upon the exercise of this
Warrant. If the per-share consideration payable to the holder hereof
for shares or other securities in connection with any such transaction
is in a form other than cash or marketable securities, then the value
of such consideration shall be determined in good faith by the
Company's Board of Directors. In all events, appropriate adjustment
(as determined in good faith by the Company's Board of Directors)
shall be made in the application of the provisions of this Warrant
with respect to the rights and interests of the Holder after the
transaction, to the end that the provisions of this Warrant shall be
applicable after that event, as near as reasonably may be, in relation
to any shares or other property deliverable after that event upon
exercise of this Warrant.
(b) Reclassification, etc. If the Company, at any time while this
---------------------
Warrant, or any portion hereof, remains outstanding and unexpired by
reclassification of securities or otherwise, shall 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 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 as would have been issuable as the
result of such change with respect to the securities that were subject to
the purchase rights under this Warrant immediately prior to such
reclassification or other change and the Exercise Price
10
therefor shall be appropriately adjusted, all subject to further adjustment
as provided in this Section 11.
----------
(c) Split, Subdivision or Combination of Shares. If the Company at
-------------------------------------------
any time while this Warrant, or any portion hereof remains outstanding and
unexpired shall split, subdivide or combine the securities as to which
purchase rights under this Warrant exist, into a different number of
securities of the same class, the Exercise Price for such securities shall
be proportionately decreased in the case of a split or subdivision or
proportionately increased in the case of a combination.
(d) Adjustments for Dividends in Stock or Other Securities or
---------------------------------------------------------
Property. If while this Warrant, or any portion hereof, remains outstanding
--------
and unexpired, the holders of the securities as to which purchase rights
under this Warrant exist at the time shall have received, or, on or after
the record date fixed for the determination of eligible stockholders, shall
have become entitled to receive, without payment therefor, other or
additional stock or other securities or property (other than cash) of the
Company by way of dividend, then in each case, this Warrant shall represent
the right to acquire, in addition to the number of shares of the security
receivable upon exercise of this Warrant, and without payment of any
additional consideration therefor, the amount of such other or additional
stock or other securities or property (other than cash) of the Company that
such holder would hold on the date of such exercise had it been the holder
of record of the security receivable upon exercise of this Warrant on the
date hereof and had thereafter, during the period from the date hereof to
and including the date of such exercise, retained such shares and/or all
other additional stock available by it as aforesaid during such period,
giving effect to all adjustments called for during such period by the
provisions of this Section 11.
----------
(e) Certificate as to Adjustments. Upon the occurrence of each
-----------------------------
adjustment or readjustment pursuant to this Section 11, the Company at its
----------
expense shall promptly compute such adjustment or readjustment in
accordance with the terms hereof and furnish to each Holder of this Warrant
a certificate setting forth such adjustment or readjustment and showing in
detail the facts upon which such adjustment or readjustment is based. The
Company shall, upon the written request, at any time, of any such Holder,
furnish or cause to be furnished to such Holder a like certificate setting
forth:
11
(i) such adjustments and readjustments;
(ii) the Exercise Price at the time in effect; and
(iii) the number of shares and the amount, if any, of other
property that at the time would be received upon the exercise of the
Warrant.
(f) No Impairment. The Company will not, by any voluntary action,
-------------
avoid or seek to avoid the observance or performance of any of the terms to
be observed or performed hereunder by the Company, but will at all times in
good faith assist in the carrying out of all the provisions of this Section
-------
11 and in the taking of all such action as may be necessary or appropriate
--
in order to protect the rights of the Holder of this Warrant against
impairment.
12. "Market Stand-Off" Agreement. Each Holder hereby agrees that, during
----------------------------
the period of duration (up to, but not excluding, 180 days) specified by the
Company and an underwriter of Common Stock or other securities of the Company,
following the effective date of a registration statement of the Company filed
under the Act, it shall not, to the extent requested by the Company and such
underwriter, directly or indirectly sell, offer to sell, contract to sell
(including, without limitation, any short sale), grant any option to purchase or
otherwise transfer or dispose of (other than to donees who agree to be similarly
bound) any securities of the Company held by it at any time during such period,
except to the extent such securities are included in such registered offering
which may be promulgated in the future, or a registration relating solely to an
SEC Rule 145 transaction on Form S-4 or similar forms which may be promulgated
in the future.
13. Miscellaneous.
-------------
(a) Governing Law. THIS WARRANT AND ALL ACTS AND TRANSACTIONS
-------------
PURSUANT HERETO AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL
BE GOVERNED, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF
LAW.
(b) Attorney's Fees. If any action at law or in equity (including
--------------
arbitration) is necessary to enforce or interpret the terms of this
Warrant, the
12
prevailing party shall be entitled to reasonable attorney's fees, costs and
necessary disbursements in addition to any other relief to which such party
may be entitled.
IN WITNESS WHEREOF, ▇▇▇▇▇▇▇▇.▇▇▇, Inc. has caused this Warrant to be executed by
its officers hereunto duly authorized.
Dated: October 19, 1999
HOLDER: Big Dog USA, Inc. ▇▇▇▇▇▇▇▇.▇▇▇, INC.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------- --------------------------------
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: ▇▇▇ ▇▇▇▇▇▇▇▇
------------------------ -----------------------------
Title: CEO Title: Chief Executive Officer
--------------------- --------------------------
13
NOTICE OF EXERCISE
To: ▇▇▇▇▇▇▇▇.▇▇▇, Inc.
The undersigned hereby irrevocably, subject to the terms and conditions
contained in the attached Warrant, (A) elects to purchase _____ shares of Common
Stock of ▇▇▇▇▇▇▇▇.▇▇▇, Inc., pursuant to the provisions of Section 3(a) of the
------------
attached Warrant, and tenders herewith payment of the purchase price for such
shares in full, or (B) as required by the Company, elects to exercise this
Warrant for the purchase of _____ shares of Common Stock, pursuant to the
provisions of Section 3(c) of the attached Warrant.
------------
(2) In exercising this Warrant, the undersigned hereby confirms and
acknowledges that the shares of Common Stock are being acquired solely for the
account of the undersigned and the undersigned will not offer, sell or otherwise
dispose of any such shares of Common Stock except under circumstances that will
not result in a violation of the Securities Act of 1933, as amended, or any
applicable state securities laws.
(3) Please issue a certificate or certificates representing said shares of
Common Stock in the name of the undersigned or in such other name as is
specified below.
_________________________________
(Name)
_________________________________
(Name)
(4) Please issue a new Warrant for the unexercised portion of the attached
Warrant in the name of the undersigned or in such other name as is specified
below:
________________________________
(Name)
_____________________________ ________________________________
(Date) (Name)
14
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned registered owner of this Warrant hereby
sells, assigns and transfers unto the Assignee named below the attached Warrant,
together with all of the rights of the undersigned under the Warrant, with
respect to the number of shares of Common Stock set forth below:
Name of Assignee Address No. of Shares
and does hereby irrevocably constitute and appoint ____________ Attorney to make
such transfer on the books of ▇▇▇▇▇▇▇▇.▇▇▇, Inc., maintained for the purpose,
with full power of substitution in the premises.
The undersigned also represents that, by assignment hereof, the Assignee
acknowledges that this Warrant and the securities to be issued upon exercise
hereof are being acquired for investment and that the Assignee will not offer,
sell or otherwise dispose of this Warrant or any securities to be issued upon
exercise hereof except (i) under circumstances which will not result in
violation of the Securities Act of 1933, as amended, or any state securities
laws and (ii) in accordance with the terms of the Warrant. Further, the Assignee
has acknowledged that upon exercise of this Warrant, the Assignee shall, if
requested by the Company, confirm in writing, in a form satisfactory to the
Company, that the securities so purchased are being acquired for investment and
not with a view toward distribution or resale.
Dated:_____________________
________________________________
Signature of Holder
Note: The above signature should
correspond exactly with the name on
the face of the attached Warrant.
15