EXHIBIT 4.27
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL
HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS
AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.
AN INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. HOLDERS MUST
RELY ON THEIR OWN ANALYSIS OF THE INVESTMENT AND ASSESSMENT OF THE RISKS
INVOLVED.
Warrant to Purchase
810,000 shares
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WARRANT TO PURCHASE COMMON STOCK
OF
▇▇▇▇▇▇.▇▇▇, INC.
THIS CERTIFIES that ▇▇▇▇▇▇ PRIVATE EQUITY, LLC or any subsequent holder
hereof pursuant to Section 8 hereof ("Holder"), has the right to purchase from
▇▇▇▇▇▇.▇▇▇, INC., a Delaware corporation (the "Company"), up to 810,000 fully
paid and nonassessable shares of the Company's common stock, $0.01 par value per
share ("Common Stock"), subject to adjustment as provided herein, at a price
equal to the Exercise Price as defined in Section 3 below, at any time beginning
on the Date of Issuance (defined below) and ending at 5:00 p.m., New York, New
York time the date that is five (5) years after the Date of Issuance (the
"Exercise Period").
Holder agrees with the Company that this Warrant to Purchase Common
Stock of the Company (this "Warrant") is issued and all rights hereunder shall
be held subject to all of the conditions, limitations and provisions set forth
herein.
1. DATE OF ISSUANCE AND TERM.
This Warrant shall be deemed to be issued on June 23, 2000 ("Date of
Issuance"). The term of this Warrant is five (5) years from the Date of
Issuance.
Of this Warrant to purchase eight hundred ten thousand (810,000) shares
of Common Stock of the Company, the Warrant is exercisable as to two hundred
seventy thousand (270,000) shares of Common Stock of the Company after the
fifteen (15) business day document review period, or such longer period as the
parties may mutually agree, (the "Review Period") referenced in the Equity Line
Letter of Agreement dated on or about June 23, 2000, between ▇▇▇▇▇▇ Private
Equity, LLC and Company (the "Letter of Agreement") has ended, shall be further
exercisable as to the an additional two hundred seventy thousand (270,000)
shares of Common Stock of the Company upon the execution by the Company and
▇▇▇▇▇▇ Private Equity, LLC of an Investment Agreement, pursuant to the Letter of
Agreement ("Investment Agreement") and shall be further exercisable as to the
remaining two hundred seventy thousand (270,000) shares of Common Stock of the
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Company upon the earlier of (i) the date of effectiveness of Company's
registration statement (the "Registration Statement") to be filed pursuant to
the Investment Agreement and related documents, or (ii) December 23, 2000.
Anything in this Warrant to the contrary notwithstanding, if
the Company delivers written notice to ▇▇▇▇▇▇ Private Equity, LLC prior to the
expiration of the Review Period that the legal documents for the transaction are
unacceptable and the Company wishes to terminate the transaction (a "Company
Termination Notice"), Holder shall return this Warrant to the Company and all of
Holder's rights under this Warrant shall be null and void and of no effect,
provided that, if the Company has not delivered a Company Termination Notice to
▇▇▇▇▇▇ Private Equity, LLC, prior to the expiration of the Review Period,
ownership of this Warrant shall irrevocably vest to the Holder, regardless of
whether a Company Termination Notice is delivered anytime thereafter.
Notwithstanding anything to the contrary herein, the Holder shall not
exercise this warrant if and to the extent that the number of shares of Common
Stock to be issued to Holder upon such exercise, when added to the number of
shares of Common Stock, if any, that the Holder otherwise beneficially owns at
the time of such exercise, would equal or exceed 4.99% of the number of shares
of Common Stock then outstanding, as determined in accordance with Section 13(d)
of the Exchange Act (the "4.99% Limitation"). The 4.99% Limitation shall be
conclusively satisfied if the applicable Exercise Notice includes a signed
representation by the Holder that the issuance of the shares in such Exercise
Notice will not violate the 4.99% Limitation, and the Company shall not be
entitled to require additional documentation of such satisfaction.
2. EXERCISE.
(A) MANNER OF EXERCISE. During the Exercise Period, this Warrant may be
exercised as to all or any lesser number of full shares of Common Stock covered
hereby (the "Warrant Shares") upon surrender of this Warrant, with the Exercise
Form attached hereto as EXHIBIT A (the "Exercise Form") duly completed and
executed, together with the full Exercise Price (as defined below) for each
share of Common Stock as to which this Warrant is exercised, at the office of
the Company, Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President, ▇▇▇▇▇▇.▇▇▇, Inc., ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇; Telephone: (▇▇▇) ▇▇▇-▇▇▇▇,
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇, or at such other office or agency as the Company may
designate in writing, by overnight mail, with an advance copy of the Exercise
Form sent to the Company and its Transfer Agent by facsimile (such surrender and
payment of the Exercise Price hereinafter called the "Exercise of this
Warrant").
(B) DATE OF EXERCISE. The "Date of Exercise" of the Warrant shall be
defined as the date that the advance copy of the completed and executed Exercise
Form is sent by facsimile to the Company, provided that the original Warrant and
Exercise Form are received by the Company as soon as practicable thereafter.
Alternatively, the Date of Exercise shall be defined as the date the original
Exercise Form is received by the Company, if Holder has not sent advance notice
by facsimile.
(C) DELIVERY OF SHARES OF COMMON STOCK UPON EXERCISE. Upon any exercise
of this Warrant, the Company shall use its best efforts to deliver to the
Holder, or to cause its transfer agent to deliver to the Holder, a stock
certificate or certificates representing the number of shares of Common Stock
for which this Warrant was exercised, within three (3) trading days of the Date
of Exercise (as defined above) and in any event shall cause such stock
certificates to be delivered to the Holder within five (5) trading days of the
Date of Exercise. Assuming that the Holder has notified the Company that such
shares of Common Stock have been sold pursuant to a current and effective
registration statement covering the resale of such shares of Common Stock, and
that the Holder has or will deliver or cause to be delivered to the Purchaser a
prospectus meeting the requirements of Section 10 of the Act prior to or
simultaneously with the delivery to the Purchaser of such shares, such stock
certificates shall be issued in the name of the buyer or the buyer's broker
without any legend restricting transfer. If shares of Common Stock issued upon
exercise of this Warrant, in the opinion of counsel for the Company, may be
immediately resold pursuant to an exemption from registration, including but not
limited to Rule 144 under the Securities Act of 1933, such stock certificates
shall be issued in the name of the Holder without any legend restricting
transfer. If the
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Company has not delivered stock certificates representing the requisite number
of shares of Common Stock (unlegended, if so required per the above) within five
(5) trading days of the Date of Exercise, the Company shall pay to the Holder
liquidated damages equal to $1,000 per day until such share certificates
(unlegended, if so required per the above) are received by the Holder.
(D) CANCELLATION OF WARRANT. This Warrant shall be canceled upon the
Exercise of this Warrant, and, as soon as practical after the Date of Exercise,
Holder shall be entitled to receive Common Stock for the number of shares
purchased upon such Exercise of this Warrant, and if this Warrant is not
exercised in full, Holder shall be entitled to receive a new Warrant (containing
terms identical to this Warrant) representing any unexercised portion of this
Warrant in addition to such Common Stock.
(E) HOLDER OF RECORD. Each person in whose name any Warrant for shares
of Common Stock is issued shall, for all purposes, be deemed to be the Holder of
record of such shares on the Date of Exercise of this Warrant, irrespective of
the date of delivery of the Common Stock purchased upon the Exercise of this
Warrant. Nothing in this Warrant shall be construed as conferring upon Holder
any rights as a stockholder of the Company.
3. PAYMENT OF WARRANT EXERCISE PRICE.
The Exercise Price per share ("Exercise Price") shall initially equal
(the "Initial Exercise Price") the lowest Closing Price for the five (5) trading
days immediately preceding June 23, 2000, which is $1.75. If the lowest Closing
Price of the Company's Common Stock for the five (5) trading days immediately
preceding the date, if any, that ▇▇▇▇▇▇ Private Equity, LLC executes an
Investment Agreement pursuant to the Letter of Agreement (the "Closing Market
Price") is less than the Initial Exercise Price, the Exercise Price shall be
reset to equal the Closing Market Price, or, if the Date of Exercise is more
than six (6) months after the Date of Issuance, the Exercise Price shall be
reset to equal the lesser of (i) the Exercise Price then in effect, or (ii) the
"Lowest Reset Price," as that term is defined below. The Company shall calculate
a "Reset Price" on each six-month anniversary date of the Date of Issuance which
shall equal the lowest Closing Price of the Company's Common Stock for the five
(5) trading days ending on such six-month anniversary date of the Date of
Issuance. The "Lowest Reset Price" shall equal the lowest Reset Price determined
on any six-month anniversary date of the Date of Issuance preceding the Date of
Exercise, taking into account, as appropriate, any adjustments made pursuant to
Section 5 hereof.
For purposes hereof, the term "Closing Price" shall mean the closing
price on the Nasdaq Small Cap Market, the National Market System ("NMS"), the
New York Stock Exchange, or the O.T.C. Bulletin Board, or if no longer traded on
the Nasdaq Small Cap Market, the National Market System ("NMS"), the New York
Stock Exchange, or the O.T.C. Bulletin Board, the "Closing Price" shall equal
the closing price on the principal national securities exchange or the
over-the-counter system on which the Common Stock is so traded and, if not
available, the mean of the high and low prices on the principal national
securities exchange on which the Common Stock is so traded.
Payment of the Exercise Price may be made by either of the following,
or a combination thereof, at the election of Holder:
(i) CASH EXERCISE: The Holder may exercise this Warrant in a Cash
Exercise at any time that this Warrant is exercisable by making payment of the
applicable Exercise Price by cash, bank or cashiers check or wire transfer; or
(ii) CASHLESS EXERCISE: The Holder, at its option, may exercise
this Warrant in a cashless exercise transaction under this subsection (ii)
anytime after October 23, 2000 if and only if, on the Date of Exercise, there is
not then in effect a current registration statement that covers the resale of
the shares of Common Stock to be issued upon exercise of this Warrant. In order
to effect a Cashless Exercise, the Holder shall surrender this Warrant at the
principal office of the Company together with notice of cashless election, in
which event the Company shall issue Holder a number of shares of Common Stock
computed using the following formula:
X = Y (A-B)/A
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where: X = the number of shares of Common Stock to be issued to Holder.
Y = the number of shares of Common Stock for which this Warrant is
being exercised.
A = the Market Price of one (1) share of Common Stock (for
purposes of this Section 3(ii), the "Market Price" shall be
defined as the average Closing Price of the Common Stock for
the five (5) trading days prior to the Date of Exercise of
this Warrant (the "Average Closing Price"), as reported by the
O.T.C. Bulletin Board, National Association of Securities
Dealers Automated Quotation System ("Nasdaq") Small Cap
Market, or if the Common Stock is not traded on the Nasdaq
Small Cap Market, the Average Closing Price in any other
over-the-counter market; provided, however, that if the Common
Stock is listed on a stock exchange, the Market Price shall be
the Average Closing Price on such exchange for the five (5)
trading days prior to the date of exercise of the Warrants. If
the Common Stock is/was not traded during the five (5) trading
days prior to the Date of Exercise, then the closing price for
the last publicly traded day shall be deemed to be the closing
price for any and all (if applicable) days during such five
(5) trading day period.
B = the Exercise Price.
For purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is
intended, understood and acknowledged that the Common Stock issuable upon
exercise of this Warrant in a cashless exercise transaction shall be deemed to
have been acquired at the time this Warrant was issued. Moreover, it is
intended, understood and acknowledged that the holding period for the Common
Stock issuable upon exercise of this Warrant in a cashless exercise transaction
shall be deemed to have commenced on the date this Warrant was issued.
4. TRANSFER AND REGISTRATION.
(a) TRANSFER RIGHTS. Subject to the provisions of Section 8 of this
Warrant, and in compliance with applicable securities laws, this Warrant may be
transferred on the books of the Company, in whole or in part, in person or by
attorney, upon surrender of this Warrant properly completed and endorsed. This
Warrant shall be canceled upon such surrender and, as soon as practicable
thereafter, the person to whom such transfer is made shall be entitled to
receive a new Warrant or Warrants as to the portion of this Warrant transferred,
and Holder shall be entitled to receive a new Warrant as to the portion hereof
retained.
(b) REGISTRABLE SECURITIES. In addition to any other registration
rights of the Holder, if the Common Stock issuable upon exercise of this Warrant
is not registered for resale at any time after October 23, 2000 that the Company
proposes to register (including for this purpose a registration effected by the
Company for stockholders other than the Holders) any of its Common Stock under
the Act (other than a registration relating solely for the sale of securities to
participants in a Company stock plan or a registration on Form S-4 promulgated
under the Act or any successor or similar form registering stock issuable upon a
reclassification, upon a business combination involving an exchange of
securities or upon an exchange offer for securities of the issuer or another
entity)(a "Piggyback Registration Statement"), the Company shall cause to be
included in such Piggyback Registration Statement ("Piggyback Registration") all
of the Common Stock issuable upon the exercise of this Warrant ("Registrable
Securities") to the extent such inclusion does not violate the registration
rights of any other securityholder of the Company granted prior to the date
hereof. Nothing herein shall prevent the Company from withdrawing or abandoning
the Piggyback Registration Statement prior to its effectiveness. The rights
hereunder to Piggyback Registration with respect to Warrant Shares that have
been issued upon one or more prior exercises of this Warrant shall terminate
when, in the written opinion of the Company's legal counsel, all of such Warrant
Shares can be sold in any three (3) month period without registration under Rule
144 or may be sold without restriction under Rule 144(k) of the Act. Holder
agrees to cooperate with counsel in connection with the issuance of such
opinion.
(c) LIMITATION ON OBLIGATIONS TO REGISTER UNDER A PIGGYBACK
REGISTRATION. In the case of a
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Piggyback Registration pursuant to an underwritten public offering by the
Company, if the managing underwriter determines and advises in writing that the
inclusion in the registration statement of all Registrable Securities proposed
to be included would interfere with the successful marketing of the securities
proposed to be registered by the Company, then the number of such Registrable
Securities to be included in the Piggyback Registration Statement, to the extent
such Registrable Securities may be included in such Piggyback Registration
Statement, shall be allocated among all Holders who had requested Piggyback
Registration pursuant to the terms hereof, in the proportion that the number of
Registrable Securities which each such Holder seeks to register bears to the
total number of Registrable Securities sought to be included by all Holders. If
required by the managing underwriter of such an underwritten public offering,
the Holders shall enter into a reasonable agreement limiting the number of
Registrable Securities to be included in such Piggyback Registration Statement
and the terms, if any, regarding the future sale of such Registrable Securities.
5. ANTI-DILUTION ADJUSTMENTS.
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(a) STOCK DIVIDEND. If the Company shall at any time declare a
dividend payable in shares of Common Stock, then Holder, upon Exercise of this
Warrant after the record date for the determination of holders of Common Stock
entitled to receive such dividend, shall be entitled to receive upon Exercise of
this Warrant, in addition to the number of shares of Common Stock as to which
this Warrant is exercised, such additional shares of Common Stock as such Holder
would have received had this Warrant been exercised immediately prior to such
record date and the Exercise Price will be proportionately adjusted.
(b) RECAPITALIZATION OR RECLASSIFICATION.
(i) STOCK SPLIT. If the Company shall at any time effect a
recapitalization, reclassification or other similar transaction of such
character that the shares of Common Stock shall be changed into or become
exchangeable for a LARGER number of shares (a "Stock Split"), then upon the
effective date thereof, the number of shares of Common Stock which Holder shall
be entitled to purchase upon Exercise of this Warrant shall be increased in
direct proportion to the increase in the number of shares of Common Stock by
reason of such recapitalization, reclassification or similar transaction, and
the Exercise Price shall be proportionally decreased.
(ii) REVERSE STOCK SPLIT. If the Company shall at any time
effect a recapitalization, reclassification or other similar transaction of such
character that the shares of Common Stock shall be changed into or become
exchangeable for a SMALLER number of shares (a "Reverse Stock Split"), then upon
the effective date thereof, the number of shares of Common Stock which Holder
shall be entitled to purchase upon Exercise of this Warrant shall be
proportionately decreased and the Exercise Price shall be proportionally
increased. The Company shall give Holder the same notice it provides to holders
of Common Stock of any transaction described in this Section 5(b).
(c) DISTRIBUTIONS. If the Company shall at any time distribute for
no consideration to holders of Common Stock cash, evidences of indebtedness or
other securities or assets (other than cash dividends or distributions payable
out of earned surplus or net profits for the current or preceding years) then,
in any such case, Holder shall be entitled to receive, upon Exercise of this
Warrant, with respect to each share of Common Stock issuable upon such exercise,
the amount of cash or evidences of indebtedness or other securities or assets
which Holder would have been entitled to receive with respect to each such share
of Common Stock as a result of the happening of such event had this Warrant been
exercised immediately prior to the record date or other date fixing shareholders
to be affected by such event (the "Determination Date") or, in lieu thereof, if
the Board of Directors of the Company should so determine at the time of such
distribution, a reduced Exercise Price determined by multiplying the Exercise
Price on the Determination Date by a fraction, the numerator of which is the
result of such Exercise Price reduced by the value of such distribution
applicable to one share of Common Stock (such value to be determined by the
Board of Directors of the Company in its discretion) and the denominator of
which is such Exercise Price.
(d) NOTICE OF CONSOLIDATION OR MERGER. In the event of a merger,
consolidation, exchange of shares, recapitalization, reorganization, or other
similar event, as a result of which shares of Common Stock shall be changed into
the same or a different number of shares of the same or another class or classes
of stock or securities or
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other assets of the Company or another entity or there is a sale of all or
substantially all the Company's assets (a "Corporate Change"), then this Warrant
shall be exerciseable into such class and type of securities or other assets as
Holder would have received had Holder exercised this Warrant immediately prior
to such Corporate Change; provided, however, that Company may not affect any
Corporate Change unless it first shall have given thirty (30) days notice to
Holder hereof of any Corporate Change.
(e) EXERCISE PRICE ADJUSTED. As used in this Warrant, the term
"Exercise Price" shall mean the purchase price per share specified in Section 3
of this Warrant, until the occurrence of an event stated in subsection (a), (b)
or (c) of this Section 5, and thereafter shall mean said price as adjusted from
time to time in accordance with the provisions of said subsection. No such
adjustment under this Section 5 shall be made unless such adjustment would
change the Exercise Price at the time by $0.01 or more; provided, however, that
all adjustments not so made shall be deferred and made when the aggregate
thereof would change the Exercise Price at the time by $0.01 or more.
(f) ADJUSTMENTS: ADDITIONAL SHARES, SECURITIES OR ASSETS. In the
event that at any time, as a result of an adjustment made pursuant to this
Section 5, Holder shall, upon Exercise of this Warrant, become entitled to
receive shares and/or other securities or assets (other than Common Stock) then,
wherever appropriate, all references herein to shares of Common Stock shall be
deemed to refer to and include such shares and/or other securities or assets;
and thereafter the number of such shares and/or other securities or assets shall
be subject to adjustment from time to time in a manner and upon terms as nearly
equivalent as practicable to the provisions of this Section 5.
6. FRACTIONAL INTERESTS.
No fractional shares or scrip representing fractional shares
shall be issuable upon the Exercise of this Warrant, but on Exercise of this
Warrant, Holder may purchase only a whole number of shares of Common Stock. If,
on Exercise of this Warrant, Holder would be entitled to a fractional share of
Common Stock or a right to acquire a fractional share of Common Stock, such
fractional share shall be disregarded and the number of shares of Common Stock
issuable upon exercise shall be the next higher number of shares.
7. RESERVATION OF SHARES.
The Company shall at all times reserve for issuance such
number of authorized and unissued shares of Common Stock (or other securities
substituted therefor as herein above provided) as shall be sufficient for the
Exercise of this Warrant and payment of the Exercise Price. The Company
covenants and agrees that upon the Exercise of this Warrant, all shares of
Common Stock issuable upon such exercise shall be duly and validly issued, fully
paid, nonassessable and not subject to preemptive rights, rights of first
refusal or similar rights of any person or entity.
8. RESTRICTIONS ON TRANSFER.
(a) REGISTRATION OR EXEMPTION REQUIRED. This Warrant has been
issued in a transaction exempt from the registration requirements of the Act by
virtue of Regulation D and exempt from state registration under applicable state
laws. The Warrant and the Common Stock issuable upon the Exercise of this
Warrant may not be pledged, transferred, sold or assigned except pursuant to an
effective registration statement or unless the Company has received an opinion
from the Company's counsel to the effect that such registration is not required,
or the Holder has furnished to the Company an opinion of the Holder's counsel,
which counsel shall be reasonably satisfactory to the Company, to the effect
that such registration is not required; the transfer complies with any
applicable state securities laws; and, except in the circumstances specified in
Section 2(c), the Holder consents to a legend being placed on certificates for
the Warrant Shares stating that the securities have not been registered under
the Securities Act and referring to such restrictions on transferability and
sale.
(b) ASSIGNMENT. If Holder can provide the Company with
reasonably satisfactory evidence that the conditions of (a) above regarding
registration or exemption have been satisfied, Holder may sell, transfer,
assign, pledge or otherwise dispose of this Warrant, in whole or in part. Holder
shall deliver a written notice to Company,
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substantially in the form of the Assignment attached hereto as EXHIBIT B,
indicating the person or persons to whom the Warrant shall be assigned and the
respective number of warrants to be assigned to each assignee. The Company shall
effect the assignment within ten (10) days, and shall deliver to the assignee(s)
designated by Holder a Warrant or Warrants of like tenor and terms for the
appropriate number of shares.
9. BENEFITS OF THIS WARRANT.
Nothing in this Warrant shall be construed to confer upon any
person other than the Company and Holder any legal or equitable right, remedy or
claim under this Warrant and this Warrant shall be for the sole and exclusive
benefit of the Company and Holder.
10. APPLICABLE LAW.
This Warrant is issued under and shall for all purposes be
governed by and construed in accordance with the laws of the state of Delaware,
without giving effect to conflict of law provisions thereof.
11. LOSS OF WARRANT.
Upon receipt by the Company of evidence of the loss, theft,
destruction or mutilation of this Warrant, and (in the case of loss, theft or
destruction) of indemnity or security reasonably satisfactory to the Company,
and upon surrender and cancellation of this Warrant, if mutilated, the Company
shall execute and deliver a new Warrant of like tenor and date.
12. NOTICE OR DEMANDS.
Notices or demands pursuant to this Warrant to be given or
made by Holder to or on the Company shall be sufficiently given or made if sent
by certified or registered mail, return receipt requested, postage prepaid, and
addressed, until another address is designated in writing by the Company, to the
address set forth in Section 2(a) above. Notices or demands pursuant to this
Warrant to be given or made by the Company to or on Holder shall be sufficiently
given or made if sent by certified or registered mail, return receipt requested,
postage prepaid, and addressed, to the address of Holder set forth in the
Company's records, until another address is designated in writing by Holder.
IN WITNESS WHEREOF, the undersigned has executed this Warrant as of the
____ day of July, 2000.
▇▇▇▇▇▇.▇▇▇, INC.
By: ________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
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EXHIBIT A
EXERCISE FORM FOR WARRANT
TO: ▇▇▇▇▇▇.▇▇▇, INC.
The undersigned hereby irrevocably exercises the right to purchase
____________ of the shares of Common Stock (the "Common Stock") of ▇▇▇▇▇▇.▇▇▇,
INC. a Delaware corporation (the "Company"), evidenced by the attached warrant
(the "Warrant"), and herewith makes payment of the exercise price with respect
to such shares in full, all in accordance with the conditions and provisions of
said Warrant.
1. The undersigned agrees not to offer, sell, transfer or otherwise dispose of
any of the Common Stock obtained on exercise of the Warrant, except in
accordance with the provisions of Section 8(a) of the Warrant.
2. The undersigned requests that stock certificates for such shares be issued
free of any restrictive legend, if appropriate, and a warrant representing any
unexercised portion hereof be issued, pursuant to the Warrant in the name of the
undersigned and delivered to the undersigned at the address set forth below:
Dated:
----------------
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Signature
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Print Name
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Address
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NOTICE
The signature to the foregoing Exercise Form must correspond to the name as
written upon the face of the attached Warrant in every particular, without
alteration or enlargement or any change whatsoever.
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EXHIBIT B
ASSIGNMENT
(To be executed by the registered holder
desiring to transfer the Warrant)
FOR VALUE RECEIVED, the undersigned holder of the attached warrant (the
"Warrant") hereby sells, assigns and transfers unto the person or persons below
named the right to purchase _______ shares of the Common Stock of ▇▇▇▇▇▇.▇▇▇,
INC., evidenced by the attached Warrant and does hereby irrevocably constitute
and appoint _______________________ attorney to transfer the said Warrant on the
books of the Company, with full power of substitution in the premises.
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Dated:
---------------------------------
Signature
Fill in for new registration of Warrant:
-----------------------------------
Name
-----------------------------------
Address
-----------------------------------
Please print name and address of assignee
(including zip code number)
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NOTICE
The signature to the foregoing Assignment must correspond to the name as written
upon the face of the attached Warrant in every particular, without alteration or
enlargement or any change whatsoever.
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