Exhibit 4(bb)
▇▇▇▇▇ FARGO & COMPANY
Form of Common Stock Warrant Agreement
COMMON STOCK WARRANT AGREEMENT dated as of _______, ____, between ▇▇▇▇▇
Fargo & Company, a Delaware corporation (hereinafter called the "Company"), and
_________ having a corporate trust office in _________, as warrant agent
(hereinafter called the "Warrant Agent").
WHEREAS, the Company proposes to issue [Class ] Purchase Warrants
(hereinafter called the "Warrants") entitling the holders thereof to purchase an
aggregate of ___ shares of Common Stock of the Company (par value $1 2/3 per
share) (hereinafter called the "Shares") at an initial cash purchase price of
$___ per Share at any time [after ________ and] prior to 5:00 p.m., New York
City time, on ______, ____ (hereinafter called the "expiration date") (unless
extended as provided in ss.9A hereof); and
[IF WARRANTS ARE ATTACHED TO OTHER SECURITIES, INSERT --
WHEREAS, the Warrants will be offered in Units, each of which consists
of ______ and Warrants to purchase ____ Shares; and]
WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing so to act, in connection with the
issuance, registration, transfer, exchange and exercise of Warrants to be issued
from time to time by the Company,
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto agree as follows:
ss.1. Appointment of Warrant Agent. The Company hereby appoints the
Warrant Agent to act as agent for the Company in accordance with the
instructions hereinafter in this Agreement set forth, and the Warrant Agent
hereby accepts such appointment.
ss.2. Form of Warrant. The text of the Warrants and the form of
election to purchase Shares to be set forth on the reverse thereof shall be
substantially as set forth in Exhibit A attached hereto. Each Warrant shall,
subject to the terms of this Warrant Agreement, entitle the registered holder
thereof to initially purchase the number of Shares specified therein at an
initial exercise price of $___ per Share; provided, however, that the warrant
exercise price and the number of Shares issuable upon exercise of Warrants are
subject to adjustment upon the occurrence of certain events, all as hereinafter
provided. The Warrants shall be executed on behalf of the Company by the manual
or facsimile signature of the present or any future Chairman of the Board,
President or Vice President of the Company, under its seal, affixed or in
facsimile, and by the manual or facsimile signature of the present or any future
Secretary or Assistant Secretary of the Company.
The Company shall promptly notify the Warrant Agent from time to time
in writing of the number of Warrants to be issued and furnish written
instructions in connection therewith signed by an executive officer of the
Company; such notification and instructions may, but need not be, in the form of
a general or continuing authorization to the Warrant Agent.
The Warrants shall be dated by the Warrant Agent as of the date of each
initial issuance, and as of the date of issuance thereof upon any transfer or
exchange thereof.
ss.3. Countersignature and Registration. The Warrant Agent shall
maintain books for the transfer and registration of the Warrants. Upon the
initial issuance of the Warrants, the Warrant Agent shall issue and register the
Warrants in the names of the respective registered holders thereof. The Warrants
shall be countersigned by the Warrant Agent (or by any successor to the Warrant
Agent then acting as warrant agent under this Agreement) and shall not be valid
for any purpose unless so countersigned. Such Warrants may be so countersigned,
however, by the Warrant Agent (or by its successor as warrant agent) and be
delivered by the Warrant Agent, notwithstanding that the persons whose manual or
facsimile signatures appear thereon as proper officers of the Company shall have
ceased to be such officers at the time of such countersignature or delivery.
Upon issuance of any Warrant, the Company will present the same, or cause the
same to be presented, to the Warrant Agent for countersignature of such Warrant.
ss.4. Transfers and Exchanges. The Warrant Agent shall transfer, from
time to time, any outstanding Warrants upon the books to be maintained by the
Warrant Agent for that purpose, upon the surrender thereof for transfer properly
endorsed or accompanied by appropriate instructions for transfer. Upon any such
transfer, a new Warrant of like tenor shall be issued to the transferee and the
surrendered Warrant shall be cancelled by the Warrant Agent. All such Warrants
so cancelled shall be delivered by the Warrant Agent to the Company from time to
time. The Warrants may be exchanged at the option of the holder thereof, when
surrendered at the office in ____________ of the Warrant Agent, for another
Warrant, or other Warrants of different denominations, of like tenor and
representing in the aggregate the right to purchase a like number of Shares. The
Warrant Agent is hereby irrevocably authorized to countersign and deliver, in
accordance with the provisions of this Section and ss.3 of this Agreement, such
new Warrants required pursuant to the provisions of this Section, and the
Company, whenever required by the Warrant Agent, will supply the Warrant Agent
with Warrants duly executed on behalf of the Company for such purpose.
[IF THE WARRANTS ARE ATTACHED TO OTHER SECURITIES, INSERT --
Notwithstanding the foregoing, until ______, the Warrants shall not be
transferable apart from the ______ to which they are attached, any transfer of
the ______ shall be deemed a transfer of the Warrants attached thereto, and any
attempt to transfer the Warrants apart from the ______ shall be void and of no
effect. Each Warrant shall contain a legend to the foregoing effect.]
2
ss.5. Exercise of Warrants. The registered holder of each Warrant shall
have the right, which may be exercised as in such Warrant expressed, to purchase
from the Company (and the Company shall issue and sell to such registered
holder) the number of Shares specified in such Warrants, upon surrender to the
Company, at the office in _________ of the Warrant Agent of such Warrant, with
the form of election to purchase on the reverse thereof duly filled in and
signed, and upon payment to the Warrant Agent for the account of the Company of
the warrant exercise price, determined in accordance with the provisions of ss.9
of this Agreement, for the number of Shares in respect of which such Warrant is
then exercised. Payment of such warrant exercise price may be made in cash, or
by certified check or bank draft or postal or express money order, payable in
United States dollars, to the order of the Warrant Agent. No adjustment shall be
made for any dividends on any Shares issuable upon exercise of any Warrant.
Subject to ss.6, upon such surrender of Warrants, and payment of the warrant
exercise price as aforesaid, the Company shall issue and cause to be delivered
with all reasonable dispatch to or upon the written order of the registered
holder of such Warrants, and in such name or names as such registered holder may
designate, a certificate or certificates for the number of full Shares so
purchased upon the exercise of such Warrants, together with cash, as provided in
ss.9 of this Agreement, in respect of any fraction of a Share otherwise issuable
upon such surrender. Such certificate or certificates shall be deemed to have
been issued and any person so designated to be named therein shall be deemed to
have become a holder of record of such Shares as of the date of the surrender of
such Warrants and payment of the warrant exercise price as aforesaid; provided,
however, that if, at the date of surrender of such Warrants and payment of such
warrant exercise price, the transfer books for the Shares purchasable upon the
exercise of such Warrants shall be closed, no such surrender of such Warrants
and no such payment of such warrant exercise price shall be effective to
constitute the person so designated to be named therein as the holder of record
of such Shares on such date, but shall be effective to constitute such person as
the holder of record of such Shares for all purposes at the opening of business
on the next succeeding day on which the transfer books for the Shares
purchasable upon the exercise of such Warrants shall be opened, and the
certificates for the Shares in respect of which such Warrants are then exercised
shall be issuable as of the date on which such books shall next be opened, and
until such date the Company shall be under no duty to deliver any certificate
for such Shares. The rights of purchase represented by the Warrants shall be
exercisable, at the election of the registered holders thereof, either as an
entirety or from time to time for part only of the Shares specified therein and,
in the event that any Warrant is exercised in respect of less than all of the
Shares specified therein at any time prior to the date of expiration of the
Warrants, a new Warrant or Warrants of like tenor will be issued for the
remaining number of Shares specified in the Warrant so surrendered, and the
Warrant Agent is hereby irrevocably authorized to countersign and to deliver the
required new Warrants pursuant to the provisions of this Section and of ss.3 of
this Agreement, and the Company, whenever required by the Warrant Agent, will
supply the Warrant Agent with Warrants duly executed on behalf of the Company
for such purpose.
ss.6. Payment of Taxes. The Company will pay any documentary stamp
taxes attributable to the initial issuance of Shares issuable upon the exercise
of Warrants; provided, however, that the Company shall not be required to pay
any tax or taxes which may be payable in respect of any transfer involved in the
issue or delivery of any certificates for Shares in a
3
name other than that of the registered holder of Warrants in respect of which
such Shares are issued and the Company shall not be required to issue and
deliver the certificates for such Shares unless and until the holder has paid to
the Company the amount of any tax which may be payable in respect of any
transfer involved in such issuance or shall establish to the satisfaction of the
Company that such tax has been paid.
ss.7. Mutilated or Missing Warrants. In case any of the Warrants shall
be mutilated, lost, stolen or destroyed, the Company will issue and the Warrant
Agent will countersign and deliver in exchange and substitution for and upon
cancellation of the mutilated Warrant, or in lieu of and substitution for the
Warrant lost, stolen or destroyed, a new Warrant of like tenor and representing
an equivalent right or interest, but only upon receipt of evidence satisfactory
to the Company and the Warrant Agent of such loss, theft or destruction of such
Warrants and indemnity, if requested, also satisfactory to them. Applicants for
such substitute Warrants shall also comply with such other reasonable
regulations and pay such other reasonable charges as the Company or the Warrant
Agent may prescribe. Any such new Warrant shall constitute an original
contractual obligation of the Company whether or not the allegedly lost, stolen,
mutilated or destroyed Warrant shall be at any time enforceable by anyone.
ss.8. Reservation of Shares, etc. Prior to the issuance of any Warrants
there shall have been reserved, and the Company shall at all times through the
expiration date keep reserved, out of its authorized and unissued Common Stock,
a number of Shares sufficient to provide for the exercise of the rights of
purchase represented by the Warrants, and the Transfer Agent for the Shares and
every subsequent Transfer Agent for the Shares issuable upon the exercise of any
of the rights of purchase aforesaid are hereby irrevocably authorized and
directed at all times to reserve such number of authorized and unissued Shares
as shall be requisite for such purpose. The Company will keep a copy of this
Agreement on file with the Transfer Agent for the Shares and with every
subsequent Transfer Agent for the Shares issuable upon the exercise of the
rights of purchase represented by the Warrants. The Warrant Agent is hereby
irrevocably authorized to requisition from time to time from such Transfer Agent
certificates required to honor outstanding Warrants that have been exercised.
The Company will supply such Transfer Agent with duly executed certificates for
such purpose and will itself provide or otherwise make available any cash which
may be issuable as provided in ss.9 of this Agreement. All Warrants surrendered
in the exercise of the rights thereby evidenced or surrendered for transfer,
exchange or partial exercise shall be cancelled by the Warrant Agent and shall
thereafter be delivered to the Company.
ss.9. Warrant Price; Adjustments. A. The warrant price per share at
which Shares shall be purchasable upon exercise of Warrants (herein called the
"warrant exercise price") to and including the expiration date (unless the
expiration date is extended as provided below in this ss.9A) shall be $___ per
share, or, if adjusted as provided in this Section, shall be such price as so
adjusted. The Warrants will not be exercisable prior to [the close of business
on the date of any initial issuance thereof] [___] and will expire at 5:00 p.m.,
New York City time, on the expiration date; provided that the Company reserves
the right to, and may, in its sole discretion, at any time and from time to
time, at such time or times as the
4
Company so determines, extend the expiration date of the Warrants for such
periods of time as it chooses; further provided that in no case may the
expiration date of the Warrants (as extended) be extended beyond five years from
the expiration date set forth above. Whenever the expiration date of the
Warrants is so extended, the Company shall at least 20 days prior to the then
expiration date cause to be mailed to the Warrant Agent and the registered
holders of the Warrants in accordance with the provisions of ss.17 hereof a
notice stating that the expiration date has been extended and setting forth the
new expiration date.
B. The above provision is, however, subject to the following:
(1) The warrant purchase price, the number of Shares purchasable upon
exercise of each Warrant and the number of Warrants outstanding shall be subject
to adjustment as follows:
(a) In case the Company shall at any time after the date of
this Agreement (i) pay a dividend, or make a distribution, on the
Common Stock which is payable in shares of its capital stock (whether
shares of Common Stock or of capital stock of any other class), (ii)
subdivide or reclassify its outstanding shares of Common Stock into a
greater number of securities (including shares of Common Stock), or
(iii) combine or reclassify its outstanding shares of Common Stock into
a smaller number of shares (including shares of Common Stock), the
number of shares purchasable upon exercise of each Warrant immediately
prior to the occurrence of such event shall be adjusted so that the
holder of each Warrant shall be entitled to receive upon payment of the
warrant purchase price the aggregate number of shares of the Company
which, if such Warrant had been exercised immediately prior to the
occurrence of such event, such holder would have owned or have been
entitled to receive immediately after the occurrence of such event. An
adjustment made pursuant to this subparagraph (a) shall become
effective immediately after the record date in the case of a dividend
and shall become effective immediately after the effective date in the
case of a subdivision or combination. If, as a result of an adjustment
made pursuant to this subparagraph (a), the holder of any Warrant
thereafter exercised shall become entitled to receive shares of two or
more classes of capital stock of the Company, the Board of Directors of
the Company (whose determination shall be conclusive) shall determine
the allocation between or among shares of such classes of capital
stock.
In the event that at any time, as a result of an adjustment
made pursuant to this subparagraph (a), the holder of any Warrant
thereafter exercised shall become entitled to receive any shares or
other securities of the Company other than shares of Common Stock,
thereafter the number of such other shares so received upon exercise of
any Warrant shall be subject to adjustment from time to time in a
manner and on terms as nearly equivalent as practicable to the
provisions with respect to the shares of Common Stock contained in this
paragraph, and other provisions of this paragraph 9B(1) with respect to
the shares of Common Stock shall apply on like terms to any such other
shares or other securities.
[(b) In case the Company shall fix a record date for the
issuance of rights or warrants to all holders of its Common Stock
entitling them (for a period
5
expiring within 45 days after such record date) to subscribe for or
purchase Common Stock at a price per share less than the current market
price per share of Common Stock (as defined in subparagraph (e) below)
at such record date, the warrant purchase price shall be determined by
multiplying the warrant purchase price in effect immediately prior to
such record date by a fraction, the numerator of which shall be the
number of Shares of Common Stock outstanding on such record date plus
the number of Shares of Common Stock which the aggregate offering price
of the total number of Shares so offered would purchase at such current
market price, and the denominator of which shall be the number of
Shares of Common Stock outstanding on such record date plus the number
of additional Shares of Common Stock offered for subscription or
purchase. Such adjustment shall be made successively whenever such a
record date is fixed, and shall become effective immediately after such
record date. In determining whether any rights or warrants entitle the
holders to subscribe for or purchase Shares of Common Stock at less
than such current market price, and in determining the aggregate
offering price of such shares, there shall be taken into account any
consideration received by the Company for such rights or warrants, the
value of such consideration, if other than cash, to be determined by
the Board of Directors of the Company. Common Stock owned by or held
for the account of the Company or any majority owned subsidiary shall
not be deemed outstanding for the purpose of any adjustment required
under this subparagraph (b).]
[(c) In case the Company shall fix a record date for making a
distribution to all holders of its Common Stock of evidences of its
indebtedness or assets (excluding regular quarterly or other periodic
or recurring cash dividends or distributions and cash dividends or
distributions paid from retained earnings or referred to in
subparagraph (a) above) or rights or warrants to subscribe or warrants
to purchase (excluding those referred to in subparagraph (b) above),
then in each such case the warrant purchase price shall be determined
by multiplying the warrant purchase price in effect immediately prior
to such record date by a fraction (x) the numerator of which shall be
such current market price (as defined in subparagraph (e) below) per
Share of Common Stock on such record date, less the then fair market
value (as determined in good faith by the Board of Directors, whose
determination shall be conclusive) of the portion of the assets or
evidences of indebtedness so distributed or of such subscription rights
or warrants applicable to one share of the Common Stock and (y) the
denominator of which shall be the current market price per share of the
Common Stock on such record date. Such adjustment shall be made
successively whenever such a record date is fixed and shall become
effective immediately after such record date. Notwithstanding the
foregoing, in the event that the Company shall distribute any rights or
warrants to acquire capital stock ("Rights") pursuant to this
subparagraph (c), the distribution of separate certificates
representing such Rights subsequent to their initial distribution
(whether or not such distribution shall have occurred prior to the date
of the issuance of such Warrants) shall be deemed to be the
distribution of such Rights for purposes of this subparagraph (c),
provided that the Company may, in lieu of making any adjustment
pursuant to this subparagraph (c) upon a distribution of separate
certificates representing such Rights, make proper provision so that
each holder of such Warrants who exercises such Warrants (or any
portion thereof) (A) before the record date for such distribution of
separate certificates shall be entitled to receive upon such exercise
shares of Common Stock issued with Rights and (B) after such record
date and prior to the expiration, redemption or termination of such
Rights shall be
6
entitled to receive upon such exercise, in addition to the shares of
Common Stock issuable upon such exercise, the same number of such
Rights as would a holder of the number of shares of Common Stock that
such Warrants so exercised would have entitled the holder thereof to
purchase in accordance with the terms and provisions of and applicable
to the Rights if such Warrants were exercised immediately prior to the
record date for such distribution. Common Stock owned by or held for
the account of the Company or any majority owned subsidiary shall not
be deemed outstanding for the purpose of any adjustment required under
this subparagraph (c).]
(d) After each adjustment of the number of shares purchasable
upon exercise of each Warrant pursuant to subparagraph 9B(1)(a), the
warrant exercise price shall be adjusted by multiplying such warrant
exercise price immediately prior to such adjustment by a fraction of
which the numerator shall be the number of Shares purchasable upon
exercise of each Warrant immediately prior to such adjustment, and the
denominator of which shall be the number of Shares so purchasable
immediately thereafter. [After each adjustment of the warrant exercise
price pursuant to subparagraph 9B(1)(b) or (c), the total number of
Shares or fractional part thereof purchasable upon the exercise of each
Warrant shall be proportionately adjusted to such number of shares or
fractional parts thereof as the aggregate warrant exercise price of the
number of shares or fractional part thereof purchasable immediately
prior to such adjustment will buy at the adjusted warrant exercise
price.]
[(e) For the purpose of any computation under subparagraphs
9B(1)(b) and (c) above, the current market price per Share of Common
Stock at any date shall be deemed to be the average of the daily
closing prices for the 30 consecutive business days commencing 45
business days before the day in question. The closing price for each
day shall be (i) if the Common Stock is listed or admitted for trading
on the New York Stock Exchange, the last sale price (regular way), or
the average of the closing bid and ask prices (regular way), if no sale
occurred, of Common Stock, in either case as reported on the New York
Stock Exchange Composite Tape or, if the Common Stock is not listed or
admitted to trading on the New York Stock Exchange, on the principal
national securities exchange on which the Common Stock is listed or
admitted to trading or, if not listed or admitted to trading on any
national securities exchange, on the National Market System of the
National Association of Securities Dealers, Inc. Automated Quotations
System ("NASDAQ") or, (ii) if not listed or quoted as described in (i),
the mean between the closing high bid and low asked quotations of
Common Stock reported by NASDAQ, or any similar system for automated
dissemination of quotations of securities prices then in common use, if
so quoted, or (iii) if not quoted as described in clause (ii), the mean
between the high bid and low asked quotations for Common Stock as
reported by the National Quotation Bureau Incorporated if at least two
securities dealers have inserted both bid and asked quotations for
Common Stock on at least 5 of the 10 preceding days. If none of the
conditions set forth above is met, the closing price of Common Stock on
any day or the average of such closing prices for any period shall be
the fair market value of Common Stock as determined by a member firm of
the New York Stock Exchange selected by the Company.]
7
(f) (A) Nothing contained herein shall be construed to require
an adjustment as a result of the issuance of Common Stock pursuant to,
or the granting or exercise of any rights under, the Company's [List
employee and shareholder plans, if any, that might otherwise result in
adjustments].
(B) In addition, no adjustment in the warrant
exercise price shall be required unless and until the earlier
of the following shall have occurred: (x) such adjustment
would require an increase or decrease of at least 1% in the
warrant exercise price or (y) a period of 3 years shall have
elapsed from the date of the occurrence of any event requiring
any such adjustment pursuant to subparagraphs 9B(1)(a), (b) or
(c) above. All adjustments shall be made to the nearest one
hundredth of a Share and the nearest cent, and any adjustments
which by reason of this subparagraph (f) are not required to
be made shall be carried forward cumulatively and taken into
account in any subsequent adjustment which (including such
carry-forward) is required to be made under this subparagraph
(f).
(g) In any case in which this subparagraph 9B(1) shall require
that an adjustment be made retroactively immediately following a record
date, the Company may elect to defer (but only until five business days
following the mailing of the notice described in subparagraph 9B(5)
below) issuing to the holder of any Warrant exercised after such record
date the Shares of the Company issuable upon such exercise over and
above the Shares issuable upon such exercise only on the basis of the
warrant exercise price prior to adjustment.
(h) The Company may, at its option, at any time until the
expiration date, reduce the then current warrant exercise price to any
amount deemed appropriate by the Board of Directors of the Company for
any period not exceeding twenty (20) consecutive days (as evidenced in
a resolution adopted by such Board of Directors), but only upon giving
the notices required by subparagraph 9(B)(5) twenty (20) days prior to
taking such action.
(i) Except as herein otherwise expressly provided, no
adjustment in the warrant exercise price shall be made by reason of the
issuance of Shares, or securities convertible into or exchangeable for
Shares, or securities carrying the right to purchase any of the
foregoing or for any other reason whatsoever.
(j) Irrespective of any of the adjustments in the warrant
exercise price or the number of Shares, Warrant Certificates
theretofore issued may continue to express the same prices and number
of shares as are stated in a similar Warrant Certificate issuable
initially, or at some subsequent time, pursuant to this Agreement and
such number of Shares specified therein shall be deemed to have been so
adjusted.
(2) No fractional Shares of Common Stock shall be issued upon the
exercise of Warrants. If more than one Warrant shall be exercised at one time by
the same holder, the number of full Shares which shall be issuable upon such
exercise shall be computed on the basis of the aggregate number of Shares
purchased pursuant to the Warrants so
8
exercised. Instead of any fractional Share of Common Stock which would otherwise
be issuable upon exercise of any Warrant, the Company shall pay a cash
adjustment in respect of such fraction in an amount equal to the same fraction
of the last sales price (or bid price if there were no sales) per Share of
Common Stock, in either case as reported on the New York Stock Exchange
Composite Tape on the business day which next precedes the day of exercise or,
if the Common Stock is not then listed or admitted to trading on the New York
Stock Exchange, an amount equal to the same fraction of the market price per
share of Common Stock (as determined in a manner described by the Board of
Directors of the Company) at the close of business on the business day which
next precedes the day of exercise.
(3) In case any of the following shall occur while any Warrants are
outstanding: (a) any reclassification or change of the outstanding Shares of
Common Stock (other than a change in par value, or from par value to no par
value, or from no par value to par value); or (b) any consolidation or merger to
which the Company is a party (other than a consolidation or a merger in which
the Company is the continuing corporation and which does not result in any
reclassification of, or change in, the outstanding shares of Common Stock
issuable upon exercise of the Warrants); or (c) any sale or conveyance to
another corporation of the property of the Company as an entirety or
substantially as an entirety; then the Company, or such successor or purchasing
corporation, as the case may be, shall make appropriate provision by amendment
of this Agreement or otherwise so that the holders of the Warrants then
outstanding shall have the right at any time thereafter, upon exercise of such
Warrants, to purchase the kind and amount of shares of stock and other
securities and property receivable upon such reclassification, change,
consolidation, merger, sale or conveyance as would be received by a holder of
the number of shares of Common Stock issuable upon exercise of such Warrant
immediately prior to such reclassification, change, consolidation, merger, sale
or conveyance. Such provision shall provide for adjustments which shall be as
nearly equivalent as may be practicable to the adjustments provided for in this
Section 9. The above provisions of this subparagraph 9B(3) shall similarly apply
to successive reclassifications, changes, consolidations, mergers, sales or
conveyances.
(4) Notwithstanding anything to the contrary contained herein, no
adjustment to the warrant exercise price shall decrease such warrant exercise
price below the then par value of the shares of Common Stock.
(5) Whenever the warrant exercise price then in effect is adjusted as
herein provided, the Company shall mail to each holder of the Warrants at such
holder's address as it shall appear on the books of the Company a statement
setting forth the adjusted warrant exercise price then and thereafter effective
under the provisions hereof, together with the facts, in reasonable detail, upon
which such adjustment is based.
(6) In case (i) the Company shall declare a dividend (or any other
distribution) on its Common Stock payable otherwise than in cash out of its
current or retained earnings, or (ii) the Company shall authorize the granting
to the holders of its Common Stock of rights to subscribe for or purchase any
shares of capital stock of any class or of any other rights, or (iii) there is
to be any reclassification of the Common Stock of the Company (other
9
than a subdivision or combination of its outstanding shares of Common Stock), or
any consolidation or merger to which the Company is a party and for which
approval of any shareholders of the Company is required, or (iv) any
distribution is to be made on or in respect of the Common Stock in connection
with the dissolution, liquidation or winding up of the Company, then the Company
shall mail to each holder of Warrants at such holder's address as it shall
appear on the books of the Company, at least twenty days (or ten days in any
case specified in clause (i) or (ii) above) prior to the applicable record date
hereinafter specified, a notice stating (x) the record date for such dividend,
distribution or rights, or, if a record is not to be taken, the date as of which
the holders of Common Stock of record to be entitled to such dividend,
distribution or rights are to be determined, or (y) the date on which such
reclassification, consolidation, merger, dissolution, liquidation or winding up
is expected to become effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their shares of
Common Stock for securities or other property deliverable upon such
reclassification, consolidation, merger, dissolution, liquidation or winding up.
No failure to mail such notice nor any defect therein or in the mailing thereof
shall affect any such transaction or any adjustment in the warrant exercise
price required by this Section 9.
ss.10. Notice to Warrantholders. Nothing contained in this Agreement or
in any of the Warrants shall be construed as conferring upon the holders thereof
the right to vote or to consent or to receive notice as shareholders in respect
of the meetings of shareholders or the election of directors of the Company or
any other matter, or any rights whatsoever as shareholders of the Company.
ss.11. Certain Covenants of the Company.
A. So long as any unexpired Warrants remain outstanding and if required
in order to comply with the Securities Act of 1933, as amended (the "Act"), the
Company covenants and agrees that it will file such post-effective amendments to
the registration statement filed pursuant to the Act with respect to the
Warrants (File No. 333__ ) (or such other registration statements or
post-effective amendments or supplements) as may be necessary to permit the
Company to deliver to each person exercising a Warrant a prospectus meeting the
requirements of Section 10(a)(3) of the Act and otherwise complying therewith,
and will deliver such a prospectus to each such person. The Company further
covenants and agrees that it will obtain and keep effective all permits,
consents and approvals of governmental agencies and authorities, and will use
its best efforts to take all action which may be necessary to qualify the Shares
for sale under the securities laws of such of the United States, as may be
necessary to permit the free exercise of the Warrants, and the issuance, sale,
transfer and delivery of the Shares issued upon exercise of the Warrants, and to
maintain such qualifications during the entire period in which the Warrants are
exercisable.
B. The Company covenants and agrees that it shall take all such action
as may be necessary to ensure that all Shares will at the time of delivery of
certificates for such Shares (subject to payment of the warrant exercise price)
be duly and validly
10
authorized and issued and fully paid and nonassessable Shares, free from any
preemptive rights and taxes, liens, charges and security interests created by or
imposed upon the Company.
C. The Company covenants and agrees that it will take all action which
may be necessary to cause the Shares to be duly listed on the New York Stock
Exchange or any securities exchange on which the other shares of Common Stock of
the Company are listed or on the National Market System of NASDAQ at the dates
of exercise of the Warrants.
ss.12. Disposition of Proceeds, etc. A. The Warrant Agent shall account
promptly to the Company with respect to Warrants exercised and concurrently pay
to the Company all moneys received by the Warrant Agent for the purchase of
Shares through the exercise of such Warrants.
B. The Warrant Agent shall keep copies of this Agreement available for
inspection by holders of Warrants during normal business hours at its principal
office in the City of _______________, ____.
ss.13. Merger or Consolidation or Change of Name of Warrant Agent. Any
corporation into which the Warrant Agent may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to
which the Warrant Agent shall be a party, or any corporation succeeding to the
corporate trust business of the Warrant Agent, shall be the successor to the
Warrant Agent hereunder without the execution or filing of any paper or any
further act on the part of any of the parties hereto, provided that such
corporation would be eligible for appointment as a successor Warrant Agent under
the provisions of ss.15 of this Agreement. In case at the time such successor to
the Warrant Agent shall succeed to the agency created by this Agreement, and if
any of the Warrants shall have been countersigned but not delivered, any such
successor to the Warrant Agent may adopt the countersignature of the original
Warrant Agent and deliver such Warrants so countersigned; and in case at that
time any of the Warrants shall not have been countersigned, any successor to the
Warrant Agent may countersign such Warrants either in the name of the
predecessor Warrant Agent or in the name of the successor Warrant Agent; and in
all such cases such Warrant shall have the full force provided in the Warrants
and in this Agreement.
In case at any time the name of the Warrant Agent shall be changed and
at such time any of the Warrants shall have been countersigned but not
delivered, the Warrant Agent may adopt the countersignature under its prior name
and deliver Warrants so countersigned; and in case at that time any of the
Warrants shall not have been countersigned, the Warrant Agent may countersign
such Warrants either in its prior name or in its changed name; and in all such
cases such Warrants shall have the full force provided in the Warrants and in
this Agreement.
11
ss.14. Duties of Warrant Agent. The Warrant Agent undertakes the duties
and obligations imposed by this Agreement upon the following terms and
conditions, by all of which the Company and the holders of Warrants, by their
acceptance thereof, shall be bound:
A. The statements contained herein and in the Warrants shall be taken
as statements of the Company, and the Warrant Agent assumes no responsibility
for the correctness of any of the same except such as describe the Warrant Agent
or action taken or to be taken by it. The Warrant Agent assumes no
responsibility with respect to the distribution of the Warrants except as herein
otherwise provided.
B. The Warrant Agent shall not be responsible for any failure of the
Company to comply with any of the covenants contained in this Agreement or in
the Warrants to be complied with by the Company.
C. The Warrant Agent may execute and exercise any of the rights or
powers hereby vested in it or perform any duty hereunder either itself or by or
through its attorneys, agents or employees, and the Warrant Agent shall not be
answerable or accountable for any act, default, neglect or misconduct of any
such attorneys, agents or employees or for any loss to the Company resulting
from such neglect or misconduct, provided reasonable care shall have been
exercised in the selection and continued employment thereof.
D. The Warrant Agent may consult at any time with counsel satisfactory
to it (who may be counsel for the Company), and the Warrant Agent shall incur no
liability or responsibility to the Company or to any holder of any Warrant in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in accordance with the opinion or the advice of such counsel.
E. The Warrant Agent shall incur no liability or responsibility to the
Company or to any holder of any Warrant for any action taken in reliance on any
notice, resolution, waiver, consent, order, certificate, or other paper,
document or instrument believed by it to be genuine and to have been signed,
sent or presented by the proper party or parties.
F. The Company agrees to pay to the Warrant Agent agreed upon
compensation for all services rendered by the Warrant Agent in the execution of
this Agreement, to reimburse the Warrant Agent for all expenses, taxes and
governmental charges and other charges of any kind and nature incurred by the
Warrant Agent in the execution of this Agreement and to indemnify the Warrant
Agent and save it harmless against any and all liabilities, including judgments,
costs and reasonable counsel fees, for anything done or omitted by the Warrant
Agent in the execution of this Agreement except as a result of the Warrant
Agent's negligence, bad faith or willful misconduct.
G. The Warrant Agent shall be under no obligation to institute any
action, suit or legal proceeding or to take any other action likely to involve
expense unless the Company or one or more registered holders of Warrants shall
furnish the Warrant Agent with reasonable security and indemnity for any costs
and expenses which may be incurred, but this
12
provision shall not affect the power of the Warrant Agent to take such action as
the Warrant Agent may consider proper, whether with or without any such security
or indemnity. All rights of action under this Agreement or under any of the
Warrants may be enforced by the Warrant Agent without the possession of any of
the Warrants or the production thereof at any trial or other proceeding relative
thereto, and any such action, suit or proceeding instituted by the Warrant Agent
shall be brought in its name as Warrant Agent, and any recovery of judgment
shall be for the ratable benefit of the registered holders of the Warrants, as
their respective rights or interests may appear.
H. The Warrant Agent and any stockholder, director, officer or employee
of the Warrant Agent may buy, sell or deal in any of the Warrants or other
securities of the Company or become pecuniarily interested in any transaction in
which the Company may be interested, or contract with or lend money to or
otherwise act as fully and freely as though it were not Warrant Agent under this
Agreement. Nothing herein shall preclude the Warrant Agent from acting in any
other capacity for the Company or for any other legal entity.
I. The Warrant Agent shall act hereunder solely as agent and not in a
ministerial capacity, and its duties shall be determined solely by the
provisions hereof. The Warrant Agent shall not be liable for anything which it
may do or refrain from doing in connection with this Agreement except for its
own gross negligence or bad faith.
ss.15. Change of Warrant Agent. The Warrant Agent may resign and be
discharged from its duties under this Agreement by giving to the Company notice
in writing, and to the holders of the Warrants notice by publication, of such
resignation, specifying a date when such resignation shall take effect, which
notice shall be published at the expense of the Company at least once a week for
two consecutive weeks in a newspaper of general circulation in the City of New
York prior to the date so specified. The Warrant Agent may be removed by the
Company by like notice from the Company to the Warrant Agent and the holders of
Warrants at the expense of the Company. If the Warrant Agent shall resign or be
removed or shall otherwise become incapable of acting, the Company shall appoint
a successor to the Warrant Agent. If the Company shall fail to make such
appointment within a period of 30 days after such removal or after it has been
notified in writing of such resignation or incapacity by the resigning or
incapacitated Warrant Agent or by the registered holder of a Warrant (who shall,
with such notice, submit his Warrant for inspection by the Company), then, at
the expense of the Company, the Warrant Agent or the registered holder of any
Warrant may apply to any court of competent jurisdiction for the appointment of
a successor to the Warrant Agent. Any successor Warrant Agent, whether appointed
by the Company or by such a court, shall be a bank or trust company, in good
standing, incorporated under the laws of any State or of the United States of
America, having at the time of its appointment as Warrant Agent a combined
capital and surplus of at least [$100,000,000]. After appointment the successor
Warrant Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Warrant Agent without
further act or deed; but the former Warrant Agent shall deliver and transfer to
the successor Warrant Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary for
the purpose. Failure to file or publish any notice provided for in this Section,
however, or any
13
defect therein, shall not affect the legality or validity of the resignation or
removal of the Warrant Agent or the appointment of the successor Warrant Agent,
as the case may be.
ss.16. Identity of Transfer Agent. Forthwith upon the appointment of
any Transfer Agent for the Shares or of any subsequent Transfer Agent for Shares
issuable upon the exercise of the rights of purchase represented by the
Warrants, the Company will file with the Warrant Agent a statement setting forth
the name and address of such Transfer Agent.
ss.17. Notices. Any notice pursuant to this Agreement to be given or
made by the Warrant Agent or by the registered holder of any Warrant to or on
the Company shall be sufficiently given or made if sent by first-class mail,
postage prepaid, addressed (until another address is filed in writing by the
Company with the Warrant Agent) as follows:
▇▇▇▇▇ Fargo & Company
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Corporate Secretary
Any notice pursuant to this Agreement to be given or made by the Company or by
the registered holder of any Warrant to or on the Warrant Agent shall be
sufficiently given or made if sent by first-class mail, postage prepaid,
addressed (until another address is filed in writing by the Warrant Agent with
the Company) as follows:
______________________
______________________
______________________
Any notice pursuant to this Agreement to be given or made by the
Company or the Warrant Agent to the registered holder of any Warrant shall be
sufficiently given or made (unless otherwise specifically provided for herein)
if sent by first-class mail, postage prepaid, addressed to said registered
holder at his address appearing on the Warrant register.
ss.18. Supplements and Amendments. The parties hereto may from time to
time supplement or amend this Agreement without the approval of any holders of
Warrants in order to cure any ambiguity or to correct or supplement any
provision contained herein which may be defective or inconsistent with any other
provision herein, or to make any other provisions in regard to matters or
questions arising hereunder which the Company and the Warrant Agent may deem
necessary or desirable and which will not materially adversely affect the
interest of the registered holders of the Warrants.
The parties hereto may also modify or amend this Agreement and the
terms of the Warrant Certificates with the consent of the holders of not less
than a majority in number of the then outstanding unexercised Warrant
Certificates affected thereby; provided that no such modification or amendment
that accelerates the expiration date, increases the exercise
14
price or reduces the number of outstanding Warrant Certificates the consent of
the holders of which is required for any such modification or amendment, may be
made without the consent of each holder affected thereby.
ss.19. Successors. All the covenants and provisions of this Agreement
by or for the benefit of the Company or the Warrant Agent shall bind and inure
to the benefit of their respective successors and assigns hereunder.
ss.20. Law Governing. This Agreement and each Warrant issued hereunder
shall be deemed to be a contract made under the laws of the State of New York
and for all purposes shall be construed in accordance with the laws of said
State.
ss.21. Benefits of This Agreement. Nothing in this Agreement shall be
construed to give to any person or entity other than the Company and the Warrant
Agent and the holders of Warrants any legal or equitable right, remedy or claim
under this Agreement, but this Agreement shall be for the sole and exclusive
benefit of the Company and the Warrant Agent and the holders of Warrants.
ss.22. Counterparts. This Agreement may be executed in any number of
counterparts, and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
[IF THE WARRANTS ARE SUBJECT TO ACCELERATION BY THE COMPANY, INSERT --
ss.23. Acceleration of Warrants by the Company.
A. At any time on or after __________________, the Company shall have
the right to accelerate any or all Warrants at any time by causing them to
expire at the close of business on the day next preceding a specified date (the
"Acceleration Date"), if the Market Price (as hereinafter defined) of the Common
Stock equals or exceeds ___ percent (___%) of the then effective warrant
exercise price, adjusted as if no changes in such warrant exercise price had
been made pursuant to subsection 9B, on any 20 Trading Days (as hereinafter
defined) within a period of 30 consecutive Trading Days ending no more than five
Trading Days prior to the date on which the Company gives notice to the Warrant
Agent of its election to accelerate the Warrants.
B. "Market Price" for each Trading Day shall be, if the Common Stock is
listed or admitted for trading on the New York Stock Exchange, the last reported
sale price, regular way (or, if no such price is reported, the average of the
reported closing bid and asked prices, regular way) of Common Stock, in either
case as reported on the New York Stock Exchange Composite Tape or, if the Common
Stock is not listed or admitted to trading on the New York Stock Exchange, on
the principal national securities exchange on which the Common Stock is listed
or admitted to trading or, if not listed or admitted to trading on any national
securities exchange, on the National Market System of NASDAQ or, if not listed
or
15
admitted to trading on any national securities exchange or quoted on the
National Market System of NASDAQ, the average of the closing high bid and low
asked prices in the over-the-counter market, as reported by NASDAQ, or such
other system then in use, or if on any such date the Shares of Common Stock are
not quoted by any such organization, the average of the closing bid and asked
prices as furnished by any New York Stock Exchange firm selected from time to
time by the Company for the purpose. "Trading Day" shall be each Monday through
Friday, other than any day on which securities are not traded in the system or
on the exchange that is the principal market for the Common Stock, as determined
by the Board of Directors of the Company.
C. In the event of an acceleration of less than all of the Warrants,
the Warrant Agent shall select the Warrants to be accelerated by lot, pro rata
or in such other manner as it deems, in its discretion, to be fair and
appropriate.
D. Notice of an acceleration specifying the Acceleration Date shall be
sent by mailing first class, postage prepaid, to each registered holder of a
Warrant Certificate representing a Warrant accelerated at such holder's address
appearing on the Warrant register not more than 60 days nor less than 30 days
before the Acceleration Date. Such notice of an acceleration also shall be given
no more than 20 days, and no less than 10 days, prior to the mailing of notice
to registered holders of Warrants pursuant to this Section, by publication at
least once in a newspaper of general circulation in the City of New York.
E. Any Warrant accelerated may be exercised until 5:00 p.m., New York
City time, on the business day next preceding the Acceleration Date. The warrant
exercise price shall be payable as provided in ss.5.]
16
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, all as of the day and year first above written.
▇▇▇▇▇ FARGO & COMPANY
By_____________________________________
Its__________________________________
Attest:
_________________________________
_________________________________
______________________________
Warrant Agent
By_____________________________________
Its__________________________________
Attest:
_________________________________
17
EXHIBIT A
[Form of Warrant]
Unless extended, Void After 5:00 P.M.,
New York City time, _______*_______, ____
[IF THE WARRANTS ARE ATTACHED TO OTHER SECURITIES, INSERT THE FOLLOWING --
[UNTIL ______,] THE WARRANTS REPRESENTED BY THIS CERTIFICATE SHALL NOT BE
TRANSFERABLE APART FROM THE ___ TO WHICH THEY ARE ATTACHED, ANY TRANSFER OF THE
___ SHALL BE DEEMED A TRANSFER OF THE WARRANTS ATTACHED THERETO, AND ANY ATTEMPT
OF TRANSFER THE WARRANTS APART FROM THE ___ SHALL BE VOID AND OF NO EFFECT.]
No. WA Warrant to Purchase _______
Shares of Common Stock
CLASS___ WARRANT
▇▇▇▇▇ FARGO & COMPANY
FOR VALUE RECEIVED, ▇▇▇▇▇ Fargo & Company (the "Company"), upon the
surrender [after __________] and prior to 5:00 P.M., New York City time,
_____*_____, ____ (unless extended) of this Warrant for exercise, with the
exercise form on the reverse side hereof duly executed, at the office of
____________, will sell and deliver or cause to be sold and delivered to
______________ or assigns (the "Warrant Holder") a certificate or certificates
for the number of whole shares purchasable, as indicated above, of fully paid
and non-assessable shares of Common Stock ($1 2/3 par value) of the Company (the
"Shares"), for which this Warrant is exercised, at a price of $___ per Share
(the "Warrant Price"), subject to all the terms, provisions and conditions of a
Common Stock Warrant Agreement dated as of ___________, ____ (the "Warrant
Agreement"), executed by the Company and _____________________ (the "Warrant
Agent"), which Warrant Agreement is hereby incorporated herein by reference and
made a part hereof.
1. The Warrant Price shall be payable in cash, certified check, bank draft,
postal or express money order or by bank wire transfer, in each case, in
immediately available funds, payable in United States dollars, to the order of
the Warrant Agent. In certain events the Warrant Price and the number of Shares
deliverable on exercise of this Warrant are subject to adjustments, as provided
in the Warrant Agreement. No certificates for a fractional Share will be issued.
As to any fraction of a Share which would otherwise be purchasable on the
exercise of a Warrant, the Company shall pay the cash value thereof determined
as provided in the Warrant Agreement.
2. This Warrant is issued in accordance with the Warrant Agreement in which
the rights of the Warrant Holders and the terms, provisions and conditions upon
which
this Warrant has been executed and delivered and may be exercised are more fully
set forth. Every Warrant Holder, by acceptance hereof, assents to all the terms,
provisions and conditions of the Warrant Agreement. A counterpart of the Warrant
Agreement is on file at the office of the Company in San Francisco, California,
and at the office of the Warrant Agent in ____________, ____.
3. In the event this Warrant shall not be exercised on or before
_____*_____, ____, unless said date is extended as provided for in ss.9A of the
Warrant Agreement, this Warrant shall become void and all rights hereunder shall
cease.
Reference is made to the further provisions of this Warrant set forth on
the reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.
This Warrant shall not be valid for any purpose until it shall have been
countersigned by the Warrant Agent.
*/ The expiration date; see page 1 of the Warrant Agreement.
A-2
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed in
its name and on its behalf by the facsimile signatures of its duly authorized
officers and a facsimile of its seal.
Dated:______________, ________
▇▇▇▇▇ FARGO & COMPANY
By____________________________________
Its_________________________________
Attest:
______________________________
Countersigned:
______________________________
______________________________
Warrant Agent
By____________________________
Authorized Signature
A-3
[REVERSE OF WARRANT]
4. Subject to the provisions of paragraph 3 contained on the face of this
Warrant, (a) this Warrant, with or without other Warrants, upon surrender at the
office of the Warrant Agent, may be exchanged for another Warrant or Warrants of
like tenor in denominations entitling the Warrant Holder to purchase a like
aggregate number of Shares, but only to the extent provided in the Warrant
Agreement, or (b) this Warrant may be transferred at the office of the Warrant
Agent by the Warrant Holder or his assigns, in person or by attorney duly
authorized in writing, but only in the manner provided in the Warrant Agreement
and upon surrender of this Warrant. If this Warrant shall be exercised in part,
the Warrant Holder shall be entitled to receive, upon surrender hereof, another
Warrant or Warrants of like tenor for the number of whole Shares not purchased
upon such exercise.
5. No Warrant Holder shall be entitled to vote or receive dividends or be
deemed the holder of Shares of the Company for any purpose, nor shall anything
contained in the Warrant Agreement or herein be construed to confer upon the
Warrant Holder, as such, any of the rights of a stockholder of the Company or
any right to vote for the election of directors of the Company, or upon any
matter submitted to stockholders at any meeting thereof, or to give or withhold
consent to any action (whether upon any recapitalization, issue of securities,
reclassification of securities, consolidation, merger, conveyance or otherwise)
or to receive notice of meetings or other action affecting stockholders (except
for notices as provided for in the Warrant Agreement), or to receive dividends
or subscription rights or otherwise, until this Warrant shall have been
exercised and the Shares purchasable on the exercise hereof shall have become
deliverable as provided in the Warrant Agreement.
6. Every holder of a Warrant, by accepting this Warrant, consents and
agrees with the Company, the Warrant Agent and with every subsequent holder of
this Warrant that until this Warrant is transferred on the books of the Warrant
Agent, the Company and the Warrant Agent may treat the registered holder hereof
as the absolute owner hereof for all purposes notwithstanding any notice to the
contrary.
7. The Company represents and warrants that the Shares to be issued by it
as provided in the Warrant Agreement have been duly authorized and, when so
issued in accordance with the Warrant Agreement, will be validly issued,
fully-paid and non-assessable. The Company represents and warrants that it has
authority to execute and deliver the Warrant Agreement and the Warrants
thereunder, but the Warrant Agent makes no representation with respect thereto,
or with respect to the validity or sufficiency of the Warrants, the Warrant
Agreement or the Shares.
A-4
FORM OF EXERCISE
(Form of exercise to be executed by the Warrant Holder
at the time of exercise)
To______________________________
_______________________, Warrant
Agent:
The undersigned, holder of the within Warrant, (1) exercises his right to
purchase _________ of the Shares of Common Stock ($1 2/3 par value) of ▇▇▇▇▇
Fargo & Company, which the undersigned is entitled to purchase under the terms
of the within Warrant, and (2) makes payment in full for the number of Shares of
Common Stock so purchased by payment of $________ in cash.
Please issue the certificate for Shares of Common Stock (and any new
Warrants in the case of a partial exercise) as follows:
____________________________________________________
Print or Type Name
____________________________________________________
Social Security or other Identifying Number
______________________________________________________________________________
Street Address
______________________________________________________________________________
City State Zip Code
A-5
and deliver it (together with any new Warrants in the case of a partial
exercise) to the above address unless a different address is indicated below.
Dated:_____________________
______________________________________
Signature
(Signature must conform in all respects
to name of holder as specified on the
face of the Warrant)
To be used only for special
instructions for delivery.
Deliver to:
____________________________________________________
Print or Type Name
____________________________________________________
Social Security or other Identifying Number
______________________________________________________________________________
Street Address
______________________________________________________________________________
City State Zip Code
A-6
ASSIGNMENT
(Form of assignment to be executed if
Warrant Holder desires to transfer Warrant)
FOR VALUE RECEIVED, ____________________ hereby sells, assigns and
transfers unto ______________
____________________________________________________
Print or Type Name
____________________________________________________
Social Security or other Identifying Number
______________________________________________________________________________
Street Address
______________________________________________________________________________
City State Zip Code
____________________________________________________
Social Security or other Identifying Number
the right represented by the within Warrant to purchase ________ Shares of
Common Stock ($1 2/3 par value) of ▇▇▇▇▇ Fargo & Company to which the within
Warrant relates and appoints _____________ attorney to transfer such right on
the books of the Warrant Agent with full power of substitution in the Premises.
Dated: _______________________
______________________________________
Signature
(Signature must conform in all respects
to name of holder as specified on the
face of the Warrant)
Signature Guaranteed
_______________________________
A-7