Exhibit 10.21
THE SECURITIES REPRESENTED BY THIS WARRANT AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS, AND MAY NOT BE
SOLD OR OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND APPLICABLE
STATE SECURITIES LAWS UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED TO
EFFECTUATE SUCH TRANSACTION.
FORM OF PARTICIPATION WARRANT AGREEMENT
To Purchase Shares of Common Stock
Dated as of
▇▇▇▇▇▇▇▇▇.▇▇▇ INCORPORATED
a Delaware Corporation
Issue Date:
THIS CERTIFIES THAT, (the "Warrant Holder"), with a place
of business at , for value received, is entitled, upon
the terms and subject to the conditions of this Participation Warrant Agreement
(this "Warrant Agreement"), to subscribe for and purchase fully-paid and
non-assessable shares of common stock, par value $.01 per share (the "Common
Stock"), of ▇▇▇▇▇▇▇▇▇.▇▇▇ Incorporated, a Delaware corporation (the "Company").
1. ISSUANCE OF WARRANTS. On the Issue Date, the Company will issue to
the Warrant Holder warrants (the "Warrants") to acquire ( ) shares
of the Common Stock (the "Shares").
2. EXERCISE PRICE. The Warrants have an exercise price of $4.00 per
share of Common Stock, as adjusted pursuant to the provisions of Section 8 of
this Warrant Agreement (the "Exercise Price").
3. TERM. Except as otherwise provided for herein, the term of the
Warrants and the right to purchase Shares as granted herein shall be
exercisable, at any time and from time to time, during the period commencing 210
days following the completion of an initial public offering of shares of Common
Stock of the Company pursuant to an effective Registration Statement under the
Securities Act of 1933, as amended (an "IPO"), and terminating at 5:00 p.m. New
York City local time on the third anniversary of the Issue Date (the Expiration
Date"), PROVIDED, HOWEVER, that if the Company has not completed an IPO on or
prior to such Expiration Date, then the term of the Warrants and the exercise
thereof shall be extended on a year to year basis thereafter until such time as
the Company has completed an IPO[: and provided further, that the Warrant Holder
shall have up to six months after completion of such IPO to exercise the
Warrants; and the term of the Warrants should be correspondingly extended if
necessary].
4. EXERCISE OF PURCHASE RIGHTS.
(a) EXERCISE. The purchase rights represented by this Warrant
Agreement are exercisable by the Warrant Holder, in whole or in part, at any
time, or from time to time during the period set forth in Section 3 above, by
tendering to the Company at its principal office: a duly completed and executed
notice of exercise in the form attached hereto as EXHIBIT A (the "Notice of
Exercise"), the Warrants and the Exercise Price. Upon receipt of such items in
accordance with the terms set forth below, the Company shall issue to the
Warrant Holder a certificate for the number of shares of Common Stock purchased.
The Warrant Holder, upon exercise of the Warrants, shall be deemed to have
become the holder of the Shares represented thereby (and such Shares shall be
deemed to have been issued) immediately prior to the close of business on the
date or dates upon which the Warrants are exercised. In the event of any
exercise of the rights represented by the Warrants, certificates for the Shares
so purchased shall be delivered to the Warrant Holder or its designee as soon as
practical and in any event within ten (10) business days after receipt of such
notice and,
unless the Warrants have been fully exercised or expired, new Warrants
representing the remaining portion of the Warrants and the underlying Shares, if
any, with respect to which this Warrant Agreement shall not then have been
exercised shall also be issued to the Warrant Holder as soon as possible and in
any event within such ten-day period.
(b) METHOD OF EXERCISE. The purchase rights hereby
represented may be exercised, at the election of the Warrant Holder, by the
tender of the Notice of Exercise and the surrender of the Warrants at the
principal office of the Company and by the payment to the Company, by check,
cancellation of indebtedness or other form of payment acceptable to the Company,
of an amount equal to the then applicable Exercise Price per share multiplied by
the number of Shares then being purchased.
(c) NET ISSUE EXERCISE. Notwithstanding any provisions herein
to the contrary, if the fair market value of one share of the Company's Common
Stock is greater than the Exercise Price (at the date of calculation as set
forth below), in lieu of exercising the Warrants for cash, the Warrant Holder
may elect to receive shares equal to the value (as determined below) of the
Warrants (or portion thereof being canceled) by surrender of the Warrants at the
principal office of the Company together with the duly executed Notice of
Exercise in which event the Company shall issue to the Warrant Holder a number
of shares of the Common Stock computed using the following formula:
X= Y (A-B)
-------
A
WHERE X= the number of shares of Common Stock to be issued to
the Warrant Holder;
Y= the number of shares of the Common Stock purchasable under
the warrants or, if only a portion of the Warrants is being
exercised, the portion of the Warrants being canceled (at the
date of such calculation);
A= the fair market value of one share of the Company's Common
Stock (at the date of such calculation); and
B= Exercise Price (at the date of such calculation).
For purposes of the above calculation, fair market value of one share of the
Common Stock shall be equal to the closing trading price of the Company's Common
Stock on the day immediately prior to the date the Notice of Exercise is
tendered to the Company.
5. RESERVATION OF SHARES. The Company will at all times have authorized
and reserved a sufficient number of shares of Common Stock to provide for the
exercise of the rights to purchase the Shares as provided in this Warrant
Agreement. All of the Shares shall be duly authorized and, when issued upon such
exercise, shall be validly issued, fully paid and nonassessable, and free and
clear of all preemptive rights.
6. NO FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of the Warrant Holder's
rights to purchase the Shares.
7. NO RIGHTS AS SHAREHOLDER. This Warrant Agreement does not entitle
the Warrant Holder to any voting rights or other rights as a shareholder of the
Company prior to the exercise of the Warrant Holder's rights to purchase the
Shares as provided for herein.
8. ADJUSTMENT RIGHTS. The Exercise Price and the number of shares of
Common Stock purchasable hereunder are subject to adjustment from time to time,
as follows:
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(a) MERGER. If at any time there shall be a merger or
consolidation of the Company with or into another corporation when the Company
is not the surviving corporation, then, as part of such merger or consolidation,
lawful provision shall be made so that the holder of the Warrants evidenced
hereby shall thereafter be entitled to receive upon exercise of rights herein
granted, during the period specified herein and upon payment of the aggregate
Exercise Price, the number of shares of stock or other securities or property of
the successor corporation resulting from such merger or consolidation, to which
a holder of the stock deliverable upon exercise of the rights granted in this
Warrant Agreement would have been entitled in such merger or consolidation if
such rights had been exercised immediately before such merger or consolidation.
In any such case, appropriate adjustment shall be made in the application of the
provisions of this Warrant Agreement with respect to the rights and interests of
the holder after the merger or consolidation. The Company will not effect any
such merger or consolidation unless, prior to the consummation thereof, the
successor corporation shall assume, by written instrument reasonably
satisfactory in form and substance to the Warrant Holder, the obligations of the
Company under the Warrants[ and this Warrant Agreement].
(b) RECLASSIFICATION, ETC. If the Company at any time shall,
by subdivision, combination or reclassification of securities or otherwise,
change any of the securities as to which purchase rights under this Warrant
Agreement exist into the same or a different number of securities of any other
class or classes, this Warrant Agreement shall thereafter represent the right to
acquire such number and kind of securities as would have been issuable as the
result of such change with respect to the securities which were subject to the
purchase rights under this Warrant Agreement immediately prior to such
subdivision, combination, reclassification or other change.
(c) SPLIT, SUBDIVISION OR COMBINATION OF SHARES. If the
Company at any time shall split or subdivide its Common Stock, the Exercise
Price shall be proportionately decreased and the number of Shares issuable
pursuant to this Warrant Agreement shall be proportionately increased. If the
Company at any time shall combine or reverse split its Common Stock, the
Exercise Price shall be proportionately increased and the number of Shares
issuable pursuant to this Warrant Agreement shall be proportionately decreased.
(d) STOCK DIVIDENDS. If the Company at any time shall pay a
dividend payable in Common Stock, then the Exercise Price shall be adjusted,
from and after the date of determination of stockholders entitled to receive
such dividend, to that price determined by multiplying the Exercise Price in
effect immediately prior to such date of determination by a fraction (i) the
numerator of which shall be the total number of shares of Common Stock
outstanding immediately prior to such dividend and (ii) the denominator of which
shall be the total number of shares of Common Stock outstanding immediately
after such dividend. The Warrant Holder shall thereafter be entitled to
purchase, at the Exercise Price resulting from such adjustment, the number of
shares of Common Stock (calculated to the nearest whole share) obtained by
multiplying (i) the Exercise Price in effect immediately prior to such
adjustment by (ii) the number of shares of Common Stock issuable upon the
exercise hereof immediately prior to such adjustment and dividing the product
thereof by the Exercise Price resulting from such adjustment.
(e) ISSUE OF ADDITIONAL STOCK. For so long as the term of the
Warrants have not expired, upon each issuance or sale (or deemed issuance or
sale) by the Company of any additional shares of Common Stock (or securities
convertible or exercisable into Common Stock) which results or would have
resulted in a reduction in the Conversion Price of the Convertible Preferred (as
each such term is defined in the Company's Certificate of the Powers,
Designations, Preferences and Rights of the Series A Convertible Preferred Stock
(the "Certificate of Designation")) under Section 7(d)(ii) of the Company's
Certificate of Designation, then the Exercise Price in effect immediately prior
to each such issuance or sale shall, upon such issue or sale, be reduced by a
percentage equal to the same percentage that the applicable Conversion Price has
been reduced (or would have been reduced) as a result of such issuance or sale.
(f) OTHER CHANGES. If any change in the outstanding Common
Stock of the Company or any other event occurs as to which the other provisions
of this Section 8 are not strictly applicable or if
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strictly applicable, would not fairly protect the purchase rights of the Warrant
Holder in accordance with such provisions, then the Board of Directors of the
Company shall make an adjustment in the number of and class of shares available
under the Warrants, the Exercise Price or the application of such provisions, so
as to protect such purchase rights as aforesaid. The adjustment shall be such as
will give the Warrant Holder upon exercise for the same aggregate Exercise Price
the total number, class and kind of shares as the Warrant Holder would have
owned had the Warrants been exercised prior to the event and had the Warrant
Holder continued to hold such shares until after the event requiring adjustment.
(g) NOTICE OF ADJUSTMENTS; NOTICES. Whenever the Exercise
Price or number of shares purchasable hereunder shall be adjusted pursuant to
Section 4 hereof, the Company shall issue a certificate signed by its Chief
Executive Officer or Chief Financial Officer setting forth, in reasonable
detail, the event requiring the adjustment, the amount of the adjustment, the
method by which such adjustment was calculated and the Exercise Price and number
of shares purchasable hereunder after giving effect to such adjustment, and
shall cause a copy of such certificate to be mailed (by first class mail,
postage prepaid) to the holder of this Warrant. The Company shall give written
notice to the Warrant Holder at least 10 [business] days prior to the date on
which the Company closes its books or takes a record for determining rights to
receive any dividends or distributions. The Company shall also give written
notice to the Warrant Holder at least 30 business days prior to the date on
which a merger or consolidation of the Company with or into another corporation
when the Company is not the surviving corporation shall take place.
(h) NO CHANGE OF WARRANT NECESSARY. Irrespective of any
adjustment in the Exercise Price or in the number or kind of securities issuable
upon exercise of the Warrant, unless the Warrant Holder otherwise requests, this
Warrant Agreement may continue to express the same price and number and kind of
shares of Common Stock as are stated in this Warrant Agreement as initially
executed.
9. REDEMPTION. The Warrants represented by this Warrant Agreement are
not redeemable by the Company.
10. COMPLIANCE WITH SECURITIES ACT; TRANSFERABILITY OF WARRANT OR
SHARES OF COMMON STOCK.
(a) COMPLIANCE WITH SECURITIES ACT. The Warrant Holder, by
acceptance hereof, agrees that the Warrants, and the shares of Common Stock to
be issued upon exercise of the Warrants, are being acquired for investment and
that such Warrant Holder will not offer, sell or otherwise dispose of the
Warrants, or any shares of Common Stock to be issued upon exercise of the
Warrants except under circumstances which will not result in a violation of the
Securities Act of 1933, as amended (the "Securities Act"), or any applicable
state securities laws. The Warrants and all shares of Common Stock issued upon
exercise of the Warrants (unless registered under) the Securities Act and any
applicable state securities laws) shall be stamped or imprinted with a legend in
substantially the following form:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAW. THEY MAY NOT BE SOLD OR OFFERED FOR SALE, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO UNDER SAID
ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH
REGISTRATION IS NOT REQUIRED TO EFFECTUATE SUCH TRANSACTION,
AND IF [REASONABLY] REQUESTED BY THE COMPANY, THE COMPANY HAS
RECEIVED AN OPINION OF COUNSEL TO THAT EFFECT."
(b) TRANSFER. Subject to the provisions of the Securities Act
and any applicable state securities laws, the Warrants and any related rights
hereunder may be sold, transferred, pledged or otherwise
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disposed of (collectively, "Sold"), in whole or in part, to any person. Any
transfer or sale or attempted transfer or sale of this Warrant in violation of
any provision of this Warrant shall be void, and the Company shall not record
such transfer on its books or treat any purported transferee of the Warrant as
the owner of the Warrant for any purpose.
(c) EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANTS. The
Warrants cannot be exchanged, transferred or assigned otherwise than in
accordance with the provisions of this Agreement. If the provisions of this
Agreement are complied with, upon surrender of the Warrants to the Company with
the Assignment Form annexed hereto as Exhibit B duly executed, and funds
sufficient to pay any transfer tax, the Company shall, without charge, execute
and deliver a new Warrant Agreement in the name of the heir, devisee or assignee
named in such instrument of assignment and this Warrant Agreement shall promptly
be canceled.
11. RESTRICTED SECURITIES. The Warrant Holder understands that the
Warrants and the Shares issuable upon vesting and exercise of the Warrants, will
not be registered at the time of their issuance under the Securities Act for the
reason that the sale provided for in this Agreement is exempt pursuant to
Section 4(2) of the Securities Act based on the representations of the warrant
Holder set forth herein. The Warrant Holder represents that it is experienced in
evaluating companies such as the Company, has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of its investment and has the ability to suffer the total loss of the
investment. The Warrant Holder further represents that it has had the
opportunity to ask questions of and receive answers from the Company concerning
the terms and conditions of the Warrants, the business of the Company, and to
obtain additional information to such Warrant Holder's satisfaction. The Warrant
Holder is an "Accredited Investor" within the meaning of Rule 501 of Regulation
D under the Securities Act, as presently in effect.
12. REGISTRATION RIGHTS. [Within ninety (90) days of the date hereof,]
The Company will use its best efforts to cause the Warrant Holder to become a
party to that certain Amended Registration Rights Agreement, dated as of
December 8, 1998, by and among the Company and the stockholders of the Company
named therein[(the "Amended Registration Rights Agreement"), with the right to
demand registration of the Shares issuable upon vesting and exercise of the
Warrants], on such terms and conditions as may be reasonably acceptable to the
Company, the Warrant Holder and the other stockholders a party to such Amended
Registration Rights Agreement. [If the Company is unable to cause the Warrant
Holder to become a party to the Amended Registration Rights Agreement in
accordance with the immediately preceding sentence, the Company will, within 120
days after the date hereof, enter into a registration rights agreement (the
"Warrant Holder Registration Rights Agreement"), with the Warrant Holder on
substantially the same terms and conditions as apply to the "Demand
Stockholders" under the Amended Registration Rights Agreement (but excluding any
terms and conditions that are contrary to or in conflict with the terms of the
Amended Registration Rights Agreement). The inclusion of the Warrant Holder as a
party to the Amended Registration Rights Agreement or the entering into by the
Company of the Warrant Holder Registration Rights Agreement, in each case as
contemplated by this Section 12, will satisfy the Company's obligation under
this Section 12.]
13. MISCELLANEOUS.
(a) NO CONSEQUENTIAL DAMAGES. No party hereto shall be
entitled to consequential damages as a result of any breach of a covenant,
representation or warranty contained herein.
(b) NOTICES. All notices, demands and other communications
provided for or permitted hereunder shall be made in writing and shall be by
registered or certified first-class mail, return receipt requested, telecopier,
courier service or personal delivery:
(i) if to the Company, to:
▇▇▇▇▇▇▇▇▇.▇▇▇ Incorporated
▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Attention:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq.
and to:
Skadden, Arps, Slate, Meagher, & ▇▇▇▇,
L.L.P.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Chuff, Esq.
(ii) if to the Warrant Holder, to:
Telecopy:
Attention:
and to:
Telecopy:
Attention:
All such notices and communications shall be deemed to have
been duly given when delivered by hand, if personally delivered; when delivered
by courier, if delivered by commercial courier service; five (5) business days
after being deposited in the mail, postage prepaid, if mailed; and when receipt
is mechanically acknowledged, if telecopied.
(c) SUCCESSORS AND ASSIGNS; THIRD PARTY BENEFICIARIES. This
Agreement shall inure to the benefit of and be binding upon the successors and
permitted assigns of the parties hereto. No person, other than the parties
hereto and their successors and permitted assigns, is intended to be a
beneficiary of this Agreement.
(d) AMENDMENT AND WAIVER.
(i) No failure or delay on the part of the Company, or
the Warrant Holder in exercising any right, power or remedy hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right, power or remedy preclude any other or further exercise thereof or
the exercise of any other right, power or remedy. The remedies provided for
herein are cumulative and are not exclusive of any remedies that may be
available to the Company and the Warrant Holder at law, in equity or
otherwise.
(ii) Any amendment, supplement or modification of or
to any provision of this Warrant Agreement, any waiver of any provision of
this Warrant Agreement, and any consent to any departure by the Company or
the Warrant Holder from the terms of any provision of this Agreement, shall
be effective only if it is made or given in writing and signed by the Company
and the Warrant Holder.
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(e) COUNTERPARTS. This Warrant Agreement may be executed in
any number of counterparts and by the parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.
(f) HEADINGS. The headings in this Warrant Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.
GOVERNING LAW. THIS [WARRANT] AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF , WITHOUT REGARD TO
THE PRINCIPLES OF CONFLICTS OF LAW OF ANY JURISDICTION.
(g) SEVERABILITY. If any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired, unless the
provisions held invalid, illegal or unenforceable shall substantially impair
the benefits of the remaining provisions hereof.
(h) ENTIRE AGREEMENT. This Warrant Agreement, together with
the exhibits and schedules hereto is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. This Warrant Agreement, together with the
exhibits and schedules hereto, supersedes all prior agreements and
understandings between the parties with respect to such subject matter.
(i) PUBLICITY. Except as may be required by law, none of the
parties hereto shall issue a publicity release or public announcement or
otherwise make any disclosure concerning this Warrant Agreement or the
transactions contemplated hereby, without prior approval by the other party
(which approval shall not be unreasonably withheld); PROVIDED, HOWEVER, that
nothing in this Warrant Agreement shall restrict the Warrant Holder from
disclosing information (a) that is already publicly available and (b) to its
attorneys, accountants, consultants and other advisors to the extent necessary
to obtain their services in connection with the Warrant Holder's investment or
participation in the Company. If any announcement is required by law to be made
by any party hereto concerning this Warrant Agreement or the transactions
contemplated hereby, prior to making such announcement such party will deliver a
draft of such announcement to the other parties and shall give the other
parties an opportunity to comment thereon.
(j) CHARGES; TAXES AND EXPENSES. Issuance of certificates for
shares upon the exercise of the Warrants shall be made without charge to the
Warrant Holder for any issue or transfer tax or other incidental expense in
respect of the issuance of such certificates, all of which taxes and expenses
shall be paid by the Company.
(k) SATURDAYS, SUNDAYS, HOLIDAYS, ETC. If the last or
appointed day for the taking of any action or the expiration of any right
required or granted herein shall be a Saturday, Sunday or a legal holiday, then
such action may be taken or such right may be exercised on the next succeeding
day not a Saturday, Sunday or a legal holiday.
(l) LOST WARRANTS. The Company covenants to the Warrant
Holder that, upon receipt of evidence reasonably satisfactory to the Company of
the loss, theft, destruction or mutilation of this Warrant Agreement and, in the
case of any such loss, theft or destruction, upon receipt of an indemnity
reasonably satisfactory to the Company, or in the case of any such mutilation,
upon surrender and cancellation of this Warrant Agreement, the Company will make
and deliver a new Warrant Agreement of like tenor, in lieu of the lost, stolen,
destroyed or mutilated document.
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(m) FURTHER ASSURANCES. Each of the parties shall execute
such documents and perform such further acts (including, without limitation,
obtaining any consents, exemptions, authorizations or other actions by, or
giving any notices to, or making any filings with, any governmental authority or
any other person, and otherwise fulfilling, or causing the fulfillment of, the
various obligations made herein, as may be reasonably required or desirable to
carry out or to perform the provisions of this Warrant Agreement and to
consummate and make effective as promptly as possible the transactions
contemplated by this [Warrant] Agreement.
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IN WITNESS WHEREOF, this Warrant Agreement has been duly executed and delivered
by the authorized officers of each of the undersigned.
▇▇▇▇▇▇▇▇▇.▇▇▇ INCORPORATED
By:
---------------------------
Name:
Title:
By:
---------------------------
Name:
Title:
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EXHIBIT A
NOTICE OF EXERCISE
To: ▇▇▇▇▇▇▇▇▇.▇▇▇ Incorporated
1. / / The undersigned hereby elects to purchase __________ shares
of the Common Stock of ▇▇▇▇▇▇▇▇▇.▇▇▇ Incorporated pursuant to the terms of
the Warrant Participation Agreement, dated as of , by and between
▇▇▇▇▇▇▇▇▇.▇▇▇ Incorporated and the undersigned, and tenders herewith payment
of the purchase price of such shares in full.
[/ / The undersigned hereby elects to convert percent (%)
of the value of the Warrants pursuant to the provisions of Section 4 (c) of
the Warrant Agreement.]
2. Please issue a certificate or certificates representing said shares
in the name of the undersigned.
By:
--------------------------------
-----------------------------------
(Print Name of Signatory)
-----------------------------------
(Title of Signatory)
Date:
----------------
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EXHIBIT B
ASSIGNMENT FORM
TO: ▇▇▇▇▇▇▇▇▇.▇▇▇ Incorporated
The undersigned hereby assigns and transfers unto _____________________________
of _________________________________________________________________
(Please typewrite or print in block letters)
the right to purchase ____________ shares of the common stock of ▇▇▇▇▇▇▇▇▇.▇▇▇
Incorporated subject to the Warrant Participation Agreement, dated as of
_________________________________________, by and between ▇▇▇▇▇▇▇▇▇.▇▇▇
Incorporated and the undersigned (the "Warrant Agreement").
This assignment complies with the provisions of Section 10(c) of the Warrant
Agreement and is accompanied by funds sufficient to pay all applicable transfer
taxes.
By:
--------------------------------
-----------------------------------
(Print Name of Signatory)
-----------------------------------
(Title of Signatory)
Date:
---------------------
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