FORM OF
WARRANT AGREEMENT
BETWEEN
FRONTLINE COMMUNICATIONS CORPORATION
AND
PRIME CHARTER LTD.
DATED AS OF _________, 2000
WARRANT AGREEMENT, dated as of ________, 2000 (the "Effective Date"),
between FRONTLINE COMMUNICATIONS CORPORATION, a Delaware corporation (the
"Company"), and PRIME CHARTER LTD., a Delaware corporation ("Prime Charter").
The Company proposes to sell to Prime Charter and/or its designee(s)
warrants (the "Warrants") to purchase an aggregate of 100,000 shares (the
"Warrant Shares") of the Company's Series B Preferred Stock, par value $.01 per
share (the "Preferred Stock"), in connection with a public offering by the
Company of 1,000,000 shares of Preferred Stock (the "Offering") pursuant to a
registration statement (the "Registration Statement") on Form SB-2 (File No.
_________) filed by the Company with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act").
THEREFORE, in consideration of the mutual undertakings contained herein,
the Company and Prime Charter hereby agree as follows:
1. Issuance of Warrants. Concurrently with the initial closing (the "Closing")
under the Underwriting Agreement of even date herewith between the Company and
Prime Charter, as representative of the several underwriters named therein (the
"Underwriting Agreement"), related to the Offering, the Company shall issue,
sell and deliver the Warrants to Prime Charter and/or, at Prime Charter's
direction, to one or more underwriters or other members of the National
Association of Securities Dealers, Inc. that participate in the Offering and/or
the bona fide officers or partners of Prime Charter or such other participants
(each a "Permitted Designee") for a purchase price of $.001 per Warrant. Each
certificate for Warrants (a "Warrant Certificate") shall be substantially in the
form of Annex A attached hereto.
1. Registration. The Company shall maintain a register for the Warrants at its
principal executive offices for the registration of the issuance and transfer of
Warrants. The Company shall be entitled to treat the registered holder of any
Warrant (the "Holder") as the owner in fact thereof for all purposes and shall
not be bound to recognize any equitable or other claim to or interest in such
Warrant on the part of any other person. The Warrants shall be registered
initially in the name of Prime Charter and/or one or more Permitted Designees in
such denominations as Prime Charter may request not less than two business days
prior to the scheduled date of the Closing as set forth in the Underwriting
Agreement.
1. Transfer and Exchange of Warrants. Any Warrant shall be transferable only
upon surrender thereof at the Company's principal executive offices duly
endorsed by its Holder or by such Holder's duly authorized attorney or
representative, or accompanied by proper evidence of succession, assignment or
authority to transfer. Upon any registration of transfer, the Company shall
deliver a new Warrant or Warrants to the persons entitled thereto. In addition,
a Warrant Certificate may be exchanged, at the option of the Holder thereof, for
another Warrant Certificate or Warrant Certificates of different denominations,
of like tenor and representing in the aggregate the right to purchase a like
number of Warrant Shares upon surrender at the Company's principal executive
offices. Notwithstanding the foregoing, the Warrants may not be sold, assigned,
transferred, pledged, hypothecated or otherwise disposed of until after the
first anniversary of the Effective Date, except to a Permitted Designee, by
operation of law or by reason of a reorganization of the Company. Thereafter,
the Warrants and any Warrant Shares shall be freely transferable, subject only
to compliance with applicable securities laws.
1. Exercise of Warrants.
1.1 Exercise Price and Term. Each Warrant shall entitle the Holder thereof to
purchase from the Company one Warrant Share at a purchase price per share of
$____ (the "Exercise Price"), as such purchase price and number of Warrant
Shares may be adjusted from time to time pursuant to the provisions of Section 8
hereof, payable in full at the time of exercise of such Warrant. The Warrants
may be exercised, in whole or in part, at any time or from time to time during
the four-year period commencing on the first anniversary of the Effective Date
and ending at 5:00 p.m., New York City time, on the fifth anniversary of the
Effective Date (the "Expiration Date"). After the Expiration Date, any
unexercised Warrants shall be void and all rights of the Holders with respect
thereto shall cease.
1.1 Payment of Exercise Price. At the election of any Holder, the aggregate
Exercise Price for any Warrants being exercised may be paid: (a) in cash in the
amount of the aggregate Exercise Price then in effect for the number of Warrants
being exercised, (b) by surrender to the Company of shares of Common Stock
having an aggregate Fair Market Value (as defined below) on the date of exercise
equal to the aggregate Exercise Price then in effect for the number of Warrants
being exercised, (c) by a surrender of Warrants covering a number of Warrant
Shares having an aggregate Fair Market Value, net of the applicable aggregate
Exercise Price therefor, equal to the aggregate Exercise Price then in effect
for the number of Warrants being exercised, or (d) by a combination of the
aforementioned methods of payment. For purposes of this Agreement, the "Fair
Market Value" per share of Common Stock on a given date shall be: (i) if the
Common Stock is listed on a national securities exchange or included on the
Nasdaq National Market, the closing price per share of Common Stock on such date
(or, if there was no trading on such date, on the next preceding day on which
there was trading); (ii) if the Common Stock is not listed on a national
securities exchange or included on the Nasdaq National Market, the average of
the closing bid and asked quotations per share of Common Stock as reported by
Nasdaq (or the National Quotation Bureau Incorporated or any similar
organization) on such date (or, if there were no quotations for the Common Stock
on such date, on the next preceding day on which there were quotations) as
provided by such organization; and (iii) if the Common Stock is not traded on a
national securities exchange or included on the Nasdaq National Market and bid
and asked quotations are not provided by Nasdaq (or the National Quotation
Bureau Incorporated or any similar organization), as determined by the agreement
of the parties in good faith or, in the absence of such agreement, as determined
pursuant to arbitration under the auspices of the American Arbitration
Association.
1.1 Exercise Procedure. Warrants may be exercised by their surrender at the
Company's principal executive offices, with the Election to Purchase form
attached thereto duly completed and executed, accompanied by payment of the
aggregate Exercise Price for the Warrant Shares to be purchased upon such
exercise. Payment for the Warrant Shares shall be made (a) if payment is to be
made in cash, by a certified or bank cashier's check payable to the order of the
Company or by wire transfer to an account designated by the Company, (b) if
payment is to be made through a surrender of shares of Common Stock, by
surrender of certificates duly endorsed for transfer (with all transfer taxes
paid or provided for), and (c) if payment is to be made by a surrender of
Warrants, by surrender of certificates representing such Warrants. Promptly
after the exercise of any Warrants, upon compliance with Section 5 hereof, the
Company shall issue a certificate or certificates, for the number of full
Warrant Shares to which the Holder thereof is entitled, registered in accordance
with the instructions set forth in the Election to Purchase, together with cash
as provided in Section 10 of this Warrant Agreement payable in respect of
fractional shares and (if applicable) a new Warrant Certificate or Certificates
representing all remaining unexercised Warrants. All Warrant Shares shall be
duly authorized, validly issued, fully paid, non-assessable and free of
preemptive rights, and free from all liens and charges other than those
created by the Holder. Upon compliance with Section 5 hereof, certificates
representing such Warrant Shares and remaining unexercised Warrants shall be
issued by the Company in such names and denominations, and shall be delivered to
such persons, as are specified by written instructions of the Holder.
1.1 Record Holder. Each person in whose name any such certificate for Warrant
Shares is issued shall for all purposes be deemed to have become the holder of
record of the Warrant Shares represented thereby on the date upon which such
Warrants were surrendered for exercise, accompanied by payment of the aggregate
Exercise Price as aforesaid, irrespective of the date of issuance or delivery of
such certificate for Warrant Shares; provided, however, that if, at the date of
the surrender of such Warrants and payment of the aggregate Exercise Price, the
transfer books for the Common Stock or any other class of stock purchasable upon
the exercise of such Warrants shall be closed, the certificates for the Warrant
Shares or for shares of such other class of stock in respect of which such
Warrants are then exercisable shall be issuable as of the date on which such
books shall next be opened (whether before or after the Expiration Date) and,
until such date, the Company shall be under no duty to deliver any certificate
for such Warrant Shares or for shares of such other class of stock; and,
provided, further, that the transfer books of record, unless otherwise required
by law, shall not be closed at any one time for a period longer than 20 days.
1. Payment of Taxes. The Company shall promptly pay all documentary stamp taxes
attributable to the issuance of Warrants or the issuance of Warrant Shares upon
the exercise of any Warrants, except that any transfer taxes payable in
connection with the issuance of Warrants or Warrant Shares in any name other
than that of the Holder of the Warrants surrendered shall be paid by such Holder
and, if any such tax would otherwise be payable by the Company, no such issuance
or delivery shall be made unless and until the person requesting such issuance
has paid to the Company the amount of any such tax or it is established to the
reasonable satisfaction of the Company that any such tax has been paid.
1. Replacement Warrants. In case any Warrant Certificate shall be mutilated,
lost, stolen or destroyed, the Company shall issue and deliver in exchange and
substitution for and upon cancellation of the mutilated Warrant Certificate or
in lieu of and substitution for the lost, stolen or destroyed Warrant
Certificate, a new Warrant Certificate of like tenor and representing an
equivalent right or interest, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction of such Warrant
Certificate, together with an appropriate agreement regarding indemnification of
the Company relating to the issuance of a replacement Warrant Certificate.
1. Reservation of Warrant Shares. (i)The Company shall at all times reserve and
keep available for issuance the number of its authorized but unissued shares of
Preferred Stock or other stock sufficient to permit the exercise in full of the
Warrants and any transfer agent for the Preferred Stock or other stock issuable
upon the exercise of Warrants shall be directed at all times to reserve such
number as shall be sufficient for such purpose and (ii) the Company shall at all
times reserve and keep available for issuance the number of its authorized but
unissued shares of Common Stock or other stock sufficient to permit the
conversion in full of the Warrant Shares and any transfer agent for the Common
Stock or other stock issuable upon the exercise of Warrants shall be directed at
all times to reserve such number as shall be sufficient for such purpose. The
Company will keep a copy of this Warrant Agreement on file with each such
transfer agent and will supply such transfer agent with duly executed stock
certificates for such purpose and will provide or otherwise make available any
cash that may be payable as provided in Section 10 hereof. All Warrants
surrendered upon the exercise thereof shall be canceled. After the Expiration
Date, no shares shall be subject to reservation in respect of any unexercised
Warrants.
1. Adjustments.
1.1 Adjustment of Exercise Price.
1.1.1 Initial Exercise Price. The Exercise Price, which initially will be as
provided in Section 4.1, shall be adjusted and readjusted from time to time as
provided in this Section 8.1 and, as so adjusted or readjusted, shall remain in
effect until a further adjustment or readjustment thereof is required by this
Section 8.1.
1.1.1 Issuance of Additional Shares of Preferred Stock. In case the Company, at
any time after the date of the Closing, shall issue additional shares of
Preferred Stock for no consideration in connection with a dividend, stock split
or other distribution on the Preferred Stock (including, without limitation, any
distribution of Preferred Stock by way of spin-off, reclassification or
corporate rearrangement), then, and in each such case, the Exercise Price shall
be reduced concurrently with such issuance to a price (calculated to the nearest
cent) determined by multiplying such Exercise Price by a fraction of which:
(a) the numerator shall be the number of shares of Preferred Stock outstanding
immediately prior to such issuance, and
(a) the denominator shall be the number of shares of Preferred Stock outstanding
immediately after such issuance.
1.1.1 Dividends and Distributions. In case the Company, at any time after the
Effective Date, shall pay or make a dividend or other distribution on the
Preferred Stock (including, without limitation, any distribution of stock (other
than Preferred Stock) or other securities, including securities that are
convertible into or exchangeable or exercisable for Preferred Stock, property or
options by way of dividend, spin-off, reclassification or corporate
rearrangement) then, and in each such case, the Exercise Price in effect
immediately prior to the close of business on the record date fixed for the
determination of the holders of the Preferred Stock entitled to receive such
dividend or other distribution shall be reduced, effective as of the close of
business on such record date, to a price (calculated to the nearest cent)
determined by multiplying such Exercise Price by a fraction of which:
(a) the numerator shall be the Exercise Price in effect immediately prior to the
close of business on such record date minus the value of such dividend or other
distribution (as determined in good faith by the Board of Directors of the
Company) applicable to one share of Preferred Stock, and
(a) the denominator shall be such Exercise Price in effect immediately prior to
the close of business on such record date;
provided, however, that no such reduction shall be made pursuant to this Section
8.1.3 for a dividend payable in shares of Preferred Stock (which is subject to
Section 8.1.2) or payable in cash or other property and declared out of the
earned surplus (i.e., retained earnings) of the Company (excluding any portion
thereof resulting from a revaluation of property) or which is declared but is
then not paid or made. For purposes of the foregoing, a dividend or distribution
payable other than in cash shall be considered payable out of earned surplus
only to the extent that such earned surplus is charged an amount equal to the
fair value of such dividend or distribution at the time of payment as determined
in good faith
by the Board of Directors of the Company. If a dividend or distribution covered
under this Section 8.1.3 is declared prior to the Expiration Date but not paid
by such date, the Expiration Date shall be extended until the payment thereof.
1.1.1 Adjustments for Combinations, etc. In case the outstanding shares of
Preferred Stock shall be combined or consolidated, by reclassification or
otherwise, into a lesser number of shares of Preferred Stock, the Exercise Price
in effect immediately prior to such combination or consolidation shall be
proportionately increased concurrently with the effectiveness of such
combination or consolidation.
1.1.1 Minimum Adjustment of Exercise Price. If the amount of any adjustment of
the Exercise Price required pursuant to this Section 8.1 would be less than
$.01, such amount shall be carried forward, and an adjustment with respect
thereto shall be made at the time of and together with any subsequent adjustment
that, together with such amount and any other amount or amounts so carried
forward, shall aggregate at least $.01.
1.1.1 Minimum Exercise Price. Notwithstanding anything to the contrary set forth
herein, no adjustment provided for in this Section 8.1 shall reduce the Exercise
Price below the par or stated value of the Preferred Stock and the Company shall
have no obligation to change such value to permit a further reduction of the
Exercise Price; provided, however, that, except in the event of any transactions
of the type contemplated under Section 8.1.4 hereof, the Company agrees not to
change the par or stated value of the Preferred Stock.
1.1 Adjustment of Number of Warrant Shares. Upon each adjustment of the Exercise
Price pursuant to the provisions of Section 8.1, the number of Warrant Shares
that the Holder of a Warrant shall be entitled to receive upon exercise thereof
shall be adjusted to equal that number of Warrant Shares determined by
multiplying the number of Warrant Shares issuable upon exercise of such Warrant
immediately prior to such adjustment of the Exercise Price by a fraction of
which:
(a) the numerator shall be the Exercise Price in effect immediately prior to
such adjustment of the Exercise Price, and
(a) the denominator shall be the Exercise Price in effect immediately following
such adjustment of the Exercise Price.
1.1 Notice, Evidence of Adjustments. Whenever the Exercise Price is adjusted as
herein provided, the Company shall promptly cause a notice setting forth the
adjusted Exercise Price and adjusted number of Warrant Shares, issuable upon
exercise of each Warrant to be mailed to the Holders, at their last addresses
appearing in the Warrant register, and shall cause a copy thereof to be mailed
to each transfer agent for the Preferred Stock. The Company shall retain a firm
of independent public accountants of recognized standing selected by the Board
of Directors (who may be the regular accountants employed by the Company) to
make any computation required by this Section 8, and a certificate signed by
such firm shall accompany said notice and shall be conclusive evidence of the
correctness of such adjustments.
1. Consolidation, Merger, Sale of Assets, Reorganization, etc.
1.1 General Provisions. In case the Company at any time after the Effective Date
(a) shall consolidate with or merge into any other person and not be the
continuing or surviving person of such consolidation or merger, or (b) shall
permit any other person to consolidate with or merge into the Company and the
Company shall be the continuing or surviving person but, in connection with such
consolidation or merger, the Preferred Stock or other securities then issuable
upon exercise of the Warrants shall be changed into or exchanged for cash, stock
or other securities or property, or (c) shall transfer, directly or indirectly,
all or substantially all its properties and assets to any other person, or (d)
shall effect a capital reorganization or reclassification of the Preferred Stock
or other securities then issuable upon exercise of the Warrants (other than a
capital reorganization or reclassification resulting in an adjustment of the
Exercise Price as provided in Section 8.1), then, and in the case of each such
transaction, the Company shall make proper provision such that, upon the terms
and in the manner provided in this Warrant Agreement, the Holder of each
Warrant, upon the exercise thereof at any time after the consummation of such
transaction, shall be entitled to receive, at the Exercise Price then in effect,
in lieu of the Preferred Stock or other securities issuable upon such exercise
immediately prior to such transaction, the amount of cash, stock or other
securities or property to which such Holder would have been entitled if such
Warrant had been exercised in full immediately prior to such transaction,
subject to adjustments subsequent to such transaction as nearly equivalent as
possible to the adjustments provided for in Section 8 and this Section 9.
1.1 Assumption of Obligations. Notwithstanding anything contained in this
Warrant Agreement to the contrary, the Company shall not effect any of the
transactions described in Section 9.1(a), (b), (c) or (d) unless, prior to the
consummation thereof, the person (other than the Company) that may be required
to deliver any cash, stock or other securities or property upon exercise of any
Warrant as provided herein shall assume, by written instrument delivered to the
Holders of the Warrants, (a) the obligations of the Company under this Warrant
Agreement and the Warrants (and if the Company shall survive the consummation of
any such transaction, such assumption shall not release the Company from any
continuing obligations of the Company under this Warrant Agreement and the
Warrants) and (b) the obligation to deliver to such Holder such cash, stock or
other securities or other property as such Holder may be entitled to receive in
accordance with the provisions of this Section 9; provided, however, that this
Section 9.2 shall not be applicable to any transaction described in Section 9.1
if all such cash, stock, property or other consideration receivable upon
consummation of such transaction is delivered to the Company at such time. Such
person shall similarly deliver to the Company an opinion of counsel to the
effect that this Warrant Agreement and the Warrants shall continue in full force
and effect after any such transaction and that the terms hereof (including,
without limitation all of the provisions of Section 8 and this Section 9.2) and
thereof shall be applicable to the cash, stock or other securities or property
that such person may be required to deliver upon any exercise of the Warrants.
1.1 No Dilution or Impairment. The Company shall not, by amendment of its
certificate of incorporation or by-laws or through any consolidation, merger,
reorganization, transfer of assets, dissolution, issue, sale, grant or
assumption of securities or any other voluntary action, avoid or seek to avoid
the observance or performance of any of the terms of this Warrant Agreement or
the Warrants, but will at all times, whether or not requested to do so, in good
faith assist in the carrying out of all such terms and in the taking of all such
action as may be necessary or appropriate in order to protect the rights of the
Holders against dilution or other impairment. Without limiting the generality of
the foregoing, the Company agrees that it shall take all such reasonable action
as may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and non-assessable shares of stock upon the exercise of
all Warrants from time to time outstanding.
1. Fractional Interests. The Company shall not be required to issue fractions of
shares of Preferred Stock upon the exercise of any Warrants. If more than one
Warrant shall be presented for exercise at the same time by the same Holder, the
number of Warrant Shares that shall be
issuable upon the exercise thereof shall be computed on the basis of the
aggregate number of Warrant Shares purchasable on exercise of the Warrants so
presented. If any fraction of a share of Preferred Stock would, except for the
provisions of this Section 10, be issuable on the exercise of any Warrant, the
Company shall purchase such fraction for an amount in cash equal to the same
fraction of the Fair Market Value of one share of Preferred Stock on the date of
exercise.
1. Restrictions on Dispositions. The Warrants and the Warrant Shares have been
registered under the Act pursuant to the Registration Statement; however, Prime
Charter acknowledges that the Warrants and the Warrant Shares may not be
transferred except pursuant to (i) a post-effective amendment to the
Registration Statement, (ii) an effective registration statement under the Act
or (iii) any available exemption from registration under the Act permitting such
disposition of securities and upon delivery to the Company of an opinion of
counsel, reasonably satisfactory to counsel for the Company, that such exemption
from registration is available. Prime Charter agrees that the certificates
representing the Warrants and Warrant Shares shall bear an appropriate
restrictive legend to such effect.
1. Registration Rights.
1.1 Demand Registration. Upon written request of the Holder(s) of at least a
majority of the then outstanding Warrants and Warrant Shares made at any time
within the period commencing one year and ending five years after the Effective
Date, the Company shall file within a reasonable period of time and, in any
event within the time period provided in Section 12.3(a) after receipt of such
written request, on one occasion, a registration statement (or a post-effective
amendment to a registration statement) under the Act registering the Warrant
Shares. Within 15 days after receiving any such notice, the Company shall give
notice to the other Holders of the Warrants and the Warrant Shares advising that
the Company is proceeding with such registration statement or post-effective
amendment (the"Demand Registration Statement"), and offering to include therein
the Warrant Shares of such other Holders. The Company shall not be obligated to
include the Warrant Shares of any such other Holder in such registration unless
such other Holder shall accept such offer by notice in writing to the Company
within 15 days after receipt of such notice from the Company. The Company shall
use its reasonable best efforts to file and cause the Demand Registration
Statement to become effective as promptly as practicable and to remain effective
for the period of time provided in Section 12.3, to reflect in the Demand
Registration Statement financial statements that are prepared in accordance with
Section 10(a)(3) of the Act, and to amend or supplement the Demand Registration
Statement to reflect any facts or events arising that, individually or in the
aggregate, represent a material change in the information set forth in the
Demand Registration Statement to enable any Holders of Warrants to exercise
warrants and/or sell the underlying Warrant Shares during such time period
provided in Section 12.3. If any registration pursuant to this Section 12.1 is
an underwritten offering, the Holders of a majority of the Warrant Shares to be
included in such registration will select an underwriter (or managing
underwriter if such offering should be syndicated) approved by the Company, such
approval not to be unreasonably withheld. Notwithstanding anything in this
Warrant Agreement to the contrary, the Company shall be entitled to postpone for
a reasonable period of time (not exceeding 60 days in any 12-month period) the
filing or effectiveness of the Demand Registration Statement otherwise required
to be prepared and filed by it pursuant to this Section 12.1 if the Company's
Board of Directors determines, in its reasonable discretion, that such
registration and offering would adversely affect any financing, acquisition,
corporate reorganization or other material transaction involving the Company and
the Company promptly gives the Holders written notice of such determination
specifying the grounds therefor and an estimate of the anticipated delay. If the
Company shall so postpone the filing of the Demand Registration Statement, a
majority-in-interest of the requesting Holders shall have the right to withdraw
the request for demand registration by giving written notice to the Company
within 30 days after receipt of the notice of postponement.
1.1 Piggyback Registration. If, at any time within the period commencing one
year and ending seven years after the Effective Date, the Company proposes to
register any voting equity securities under the Act in a primary registration on
behalf of the Company and/or in a secondary registration on behalf of holders of
such securities, and the registration form to be used may be used for
registration of the Warrant Shares, the Company shall give prompt written notice
(which, in the case of a registration pursuant to the exercise of demand
registration rights other than those provided in Section 12.1, shall be within
10 business days after the Company's receipt of notice of such exercise and, in
any event, shall be at least 30 days prior to the date of such filing) to the
Holders of Warrants and/or Warrant Shares (regardless of whether some of the
Holders shall have theretofore availed themselves of the demand rights provided
in Section 12.1) of its intention to effect registration and shall offer to
include in such registration such number of Warrant Shares with respect to which
the Company has received written requests for inclusion therein within 10
business days after receipt of such, notice from, the Company upon generally the
same terms and conditions as the person or persons for whom such registration is
being effected has agreed to. This Section 12.2 is not applicable to any
registration statement to be filed by the Company on Forms S-4 or S-8 or any
successor forms. The Company shall not be obligated to cause to be effective any
registration statement as to which it has given notice to the Holders of
Warrants and/or Warrant Shares and shall have discretion to withdraw any such
registration without liability to Holders of Warrants and/or Warrant Shares.
Notwithstanding the foregoing, if the managing underwriter of the offering
shall determine in good faith and advise the Company in writing that the
inclusion of the Warrant Shares and other securities being offered in such
registration would materially and adversely affect the marketability of the
offering, then the Company and the managing underwriter may reduce the number of
Warrant Shares to be registered on a pro rata basis proportionate to the
reduction of all other holders of securities participating in such registration
pursuant to the exercise of piggyback registration rights. In such event, the
Company may reduce the number of Warrant Shares to be registered to zero as long
as no other securities are registered in such registration statement pursuant to
an exercise of piggyback registration rights.
1.1 Registration Procedures. If and whenever the Company is required by the
provisions of this Section 12 to use its reasonable best efforts to effect the
registration of any Warrant Shares under the Act, the Company will, as
expeditiously as possible:
(a) in connection with any registration pursuant to Section 12.1, prepare and
file with the Commission a registration statement (which shall be filed as soon
as practical after receipt of requisite requests from Holders of Warrant Shares
for registration, but not more than 90 days in the case of a registration
statement on Form S-1 or SB-2, or 45 days in the case of any other form) with
respect to the Warrant Shares and use its reasonable best efforts to cause such
registration statement to become and remain effective for the period of the
distribution contemplated thereby (determined as hereinafter provided);
(a) prepare and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may be
necessary to keep such registration statement effective for the period specified
in Section 12.3(a) and comply with the provisions of the Act with respect to the
disposition of all Warrant Shares covered by such registration statement in
accordance with the Holders' intended method of disposition set forth in such
registration statement for such period (so long as such registration statement
was filed pursuant to Section 12.1);
(a) furnish to each seller of Warrant Shares and to each underwriter such number
of copies of the registration statement and the prospectus included therein
(including each preliminary prospectus) as such persons reasonably may request
in order to facilitate the public sale or other disposition of the Warrant
Shares covered by such registration statement;
(a) use its reasonable best efforts to register or qualify the Warrant Shares
covered by such registration statement under such securities or blue sky laws of
such jurisdictions as each seller shall request, and do any and all other acts
and things which may be necessary under such securities or blue sky laws to
enable such seller to consummate the public sale or other disposition in such
jurisdictions of the securities to be sold by such seller, except that the
Company shall not for any such purpose be required to qualify to do business as
a foreign corporation in any jurisdiction wherein it is not qualified or to file
any general consent to service of process;
(a) use its reasonable best efforts to list the Warrant Shares covered by such
registration statement with any securities exchange or automated quotation
system on which the Preferred Stock of the Company is then listed;
(a) immediately notify each seller of Warrant Shares and each underwriter under
such registration statement, at any time when a prospectus relating thereto is
required to be delivered under the Act, of the happening of any event of which
the Company has knowledge as result of which the prospectus contained in such
registration statement, as then in effect, included an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing;
(a) enter into such agreements (including an underwriting agreement, if
applicable) and take all such other actions reasonably necessary in connection
therewith in order to expedite and facilitate the disposition of the Warrant
Shares to be registered;
(a) whether or not the offering is underwritten and at the request of any seller
of Warrant Shares, furnish: (i) such representations and warranties to such
seller and the underwriters, if any, as are customary in primary underwritten
offerings, (ii) an opinion of counsel representing the Company for the purposes
of such registration, addressed to the underwriters, if any, and to such seller
of Warrant Shares, dated the effective date of such registration statement and
in form and substance as is customarily given to underwriters in an underwritten
public offering and to such other effect as reasonably may be requested by
counsel for the underwriters or by such seller of Warrant Shares or its counsel
and (iii) a letter dated such effective date from the independent public
accountants retained by the Company, addressed to the underwriters, if any, and
to such seller of Warrant Shares, in form and substance as is customarily given
by independent certified public accountants to underwriters in an underwritten
public offering, and such letter shall additionally cover such other financial
matters (including information as to the period ending no more than five
business days prior to the date of such letter) with respect to such
registration as such underwriters reasonably may request;
(a) make available upon reasonable notice for inspection by each seller of
Warrant Shares, any underwriter participating in any distribution pursuant to
such registration statement, and any attorney, accountant or other agent
retained by such seller of Warrant Shares or underwriter, all financial and
other records, pertinent corporate documents and properties of the Company, and
cause the Company's officers, directors and employees to supply all information
reasonably requested by any such seller, underwriter, attorney, accountant or
agent in connection with such registration statement; and
(a) otherwise use its reasonable best efforts to comply with all applicable
rules and regulations of the Commission, and make available to its
securityholders, as soon as reasonably practicable, but not later than 18 months
after the effective date of the registration statement, an earnings statement
covering the period of at least 12 months beginning with the first full month
after the effective date of such registration statement, which earnings
statements shall satisfy the provisions of Section 11(a) of the Act.
For purposes of Section 12.3(a) and (b), the period of distribution of
Warrant Shares in a firm commitment underwritten public offering shall be deemed
to extend until each underwriter has completed the distribution of all
securities purchased by it, and the period of distribution of Warrant Shares in
any other registration shall be deemed to extend until the earlier of the sale
of all Warrant Shares covered thereby and 120 days after the effective date
thereof.
In connection with each registration hereunder the sellers of Warrant
Shares will furnish to the Company in writing such information with respect to
themselves and the proposed distribution by them as reasonably shall be
necessary and shall be requested by the Company in order to comply with federal
and applicable state securities laws.
In connection with each registration pursuant to this Section 12 covering
an underwritten public offering, the Company and each seller of Warrant Shares
agree to enter into a written agreement with the managing underwriter (unless
the Holder is the managing underwriter) in such form and containing such
provisions as are customary in the securities business for such an arrangement
between such underwriter and companies of the Company's size and investment
stature.
1.1 Expenses. All expenses incurred by the Company in complying with Sections
12.1, 12.2 and 12.3, including, without limitation, all registration and filing
fees, printing expenses, fees and disbursements of counsel and independent
public accountants for the Company, fees and expenses (including counsel fees)
incurred in connection with complying with state securities or "blue sky" laws,
fees of the National Association of Securities Dealers, Inc., transfer taxes,
fees of transfer agents and registrars, costs of insurance and reasonable fees
and disbursements of counsel for the sellers of Warrant Shares, but excluding
any Selling Expenses, are herein referred to as "Registration Expenses."
"Selling Expenses," as used herein, mean all underwriting discounts and selling
commissions applicable to the sale of Warrant Shares.
The Company will pay or cause to be paid all Registration Expenses of the
participating sellers of Warrant Shares in connection with each registration
statement under Sections 12.1 and 12.2. All Selling Expenses in connection with
each registration statement under Sections 12.1 and 12.2 shall be borne by the
participating sellers of Warrant Shares in proportion to the number of Warrant
Shares sold by each, or by such participating sellers of Warrant Shares other
than the Company (except to the extent the Company shall be a seller of
Preferred Stock) as they may agree.
1.1 No Conflicts. The Company will not enter into any agreement granting
registration rights to any person or entity on terms which conflict with the
provisions of this Section 12.
(a) Indemnification and Contribution. In the event of a registration of any
Warrant Shares under the Act pursuant to this Section 12, the Company will
indemnify and hold harmless, to the fullest extent permitted by law, each Holder
selling Warrant Shares thereunder, each underwriter thereunder, and each other
person, if any, who controls such selling Holder of Warrant Shares or
underwriter within the meaning of the Act or the Securities Exchange Act of
1934, as amended (the "Exchange Act"), against any losses, claims, damages,
liabilities and expenses, joint for several, to which
such selling Holder, underwriter or controlling person may become subject under
the Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained in any registration
statement under which such Warrant Shares were registered under the Act pursuant
to Section 12, any preliminary prospectus or final prospectus contained therein,
or any amendment or supplement thereof, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
will pay or reimburse each such selling Holder, each such underwriter and each
such controlling person for any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company (i) will not be liable
in any such case if and to the extent that (A) any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission so made in conformity with information
furnished by any such selling Holder, any such underwriter or any such
controlling person, as the case may be, in writing specifically for use in such
registration statement, prospectus, amendment or supplement or (B) in respect to
such statement, alleged statement omission or alleged omission with respect to
which such loss, claim, damage or liability directly relates, the final
prospectus for such registration statement corrected in all material respects
such statement alleged statement, omission or alleged omission and a copy of
such final prospectus was not sent or given by or on behalf of such Holder (or
otherwise delivered in accordance with applicable law or regulation) at or prior
to the confirmation of the sale of Warrant Shares of such Holder and (ii) will
not be liable for amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the
Company, such consent not to be unreasonably withheld or delayed.
(a) In the event of a registration of any Warrant Shares under the Act pursuant
to this Section 12, each Holder selling Warrant Shares thereunder, severally and
not jointly, will indemnify and hold harmless the Company, each person, if any,
who controls the Company within the meaning of the Act, each officer of the
Company who signs the registration statement, each director of the Company, each
underwriter and each person who controls any underwriter within the meaning of
the Act, against all losses, claims, damages or liabilities, joint or several,
to which the Company or such officer, director, underwriter or controlling
person may become subject under the Act or otherwise, but only to the extent
that such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon (i) an untrue statement or alleged untrue
statement or omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, made in reliance upon and in conformity with information pertaining
to such selling Holder, as such, furnished in writing to the Company by such
selling Holder specifically for use in such registration statement under which
such Warrant Shares was registered under the Act pursuant to this Section 12,
any preliminary prospectus or final prospectus contained therein, or any
amendment or supplement thereof, and will pay or reimburse the Company and each
such officer, director, underwriter and controlling person for any legal or
other expenses reasonably by them in connection with investigating or defending
any such loss, claim, damage liability or action or (ii) any statement, alleged
statement, omission or alleged omission made by the Company with respect to
which such loss, claim, damage or liability directly relates, if the final
prospectus for such registration statement corrected in all material respects
such statement, alleged statement, omission or alleged omission and a copy of
such final prospectus was not sent or given by or on behalf of such Holder (or
otherwise delivered in accordance with applicable law or regulation) at or prior
to the confirmation of the sale of Warrant Shares of such Holder, provided,
however, that (A) the liability of each selling Holder hereunder shall be
limited to the proportion of any such loss, claim, damage, liability or expense
which is equal to the proportion that the public offering price of the Warrant
Shares sold by such selling Holder under such registration statement bears to
the total public offering price of all securities sold thereunder, but not in
any event to exceed the net proceeds received by such selling Holder from the
sale of Warrant Shares
covered by such registration statement and (B) no selling Holder shall be liable
for amounts paid in settlement of any such loss, claim, damage, liability or
action if such settlement is effected without the consent of such selling
Holder, such consent not to be unreasonably withheld or delayed.
(a) Promptly after receipt by an indemnified party hereunder of written notice
of any claim or the commencement of any action or proceeding, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party hereunder, notify the indemnifying party in writing thereof,
but the omission so to notify the indemnifying party shall not relieve it from
any liability which it may have to such indemnified party, except to the extent
the indemnifying party is materially prejudiced by such omission. In case any
such action shall be brought against any indemnified party and the indemnified
party shall notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate in and, to the extent it
shall wish, to assume and undertake the defense thereof with counsel reasonably
satisfactory to such indemnified party and, after notice from the indemnifying
party to such indemnified party of its election so to assume and undertake the
defense thereof, the indemnifying party shall not be liable to such indemnified
party under this Section 12.6(c) for any legal or other professional expenses
subsequently incurred by such indemnified party in connection with the defense
thereof. No indemnifying party, in the defense of any such claim or litigation
against an indemnified party, shall consent to entry of any judgment or enter
into any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release from
all liability in respect of such claim or litigation, unless such indemnified
party shall otherwise consent in writing. An indemnifying party who elects to
assume the defense of a claim shall not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim (in addition to any local
counsel), unless any indemnified party reasonably concludes that there may be
legal defenses available to such indemnified party with respect to such claim
which are different from or additional to those available to any other of such
indemnified parties or that a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim, in which event the indemnifying party shall be obligated to pay the
reasonable fees and expenses of such additional counsel or counsels.
(a) In order to provide for just and equitable contribution in any case in which
either (i) any Holder exercising registration rights under this Section 12, or
any controlling person of any such Holder, makes a claim for indemnification
pursuant to this Section 12.6, but it is judicially determined (by the entry of
a final judgment or decree by a court of competent jurisdiction and following
the expiration of time to appeal or the denial of the last right of appeal) that
such indemnification may not be enforced in such case notwithstanding the fact
that this Section 12.6 provides for indemnification in such case or (ii)
contribution under the Act may be required on the part of any such Holder or any
such controlling person in circumstances for which indemnification is provided
under this Section 12.6, then, and in each such case, the Company and such
Holder shall contribute to the aggregate losses, claims, damages or liabilities
to which they may be subject (after contribution from others) in such proportion
as is appropriate to reflect both the relative benefit received by such Holder
and the relative fault of the Company and such Holder; provided, however, that,
in any such case, (A) no Holder will be required to contribute any amount in
excess of the public offering price of all such Warrant Shares offered by it
pursuant to such registration statement and (B) no person or entity guilty of
fraudulent misrepresentation (within, the meaning of Section 11(f) of the Act)
will be entitled to contribution from any person or entity who was not guilty of
such fraudulent misrepresentation. For purposes of the preceding sentence, the
relative benefit received by the Holder of Warrant Shares shall be deemed to be
in the same proportion as the public offering price of its Warrant Shares
offered by the registration statement bears to the public offering price of all
securities offered by such registration statement; and the relative fault of the
Company and such Holder shall be determined by reference to, among other things,
whether the
untrue or alleged untrue statement of a material fact or omission of a material
fact relates to information supplied by the Company or by the Holder and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.
1.1 Securities Law Compliance. The Company covenants that it will timely file
all reports required to be filed by it under the Act and the Exchange Act. So
long as the Company is subject to the periodic reporting requirements of the
Exchange Act, the Company covenants to make publicly available such information
as may be necessary to permit the sale of Warrant Shares without registration
under the Act pursuant to the exemption provided by Rule 144 under the Act, as
such rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission. Upon the request of any Holder of Warrants
or Warrant Shares at any time, if applicable the Company will deliver to such
Holder or such Holder's prospective transferee such information as may be
necessary to permit the sale of Warrants or Warrant Shares pursuant to Rule 144A
under the Act, as such rule may be amended from time to time. Upon request of
any Holder of Warrants or Warrant Shares, the Company will deliver to such
Holder a written statement as to whether it has complied with such information
requirements.
1. Notices to Holders.
1.1 Nothing contained in this Warrant Agreement or in any of the Warrants shall
be construed as conferring upon the Holders thereof as such the right to vote or
to receive dividends or to consent or to receive notice as stockholders in
respect of the meetings of stockholders or the election of directors of the
Company or any other matter or any other rights whatsoever as stockholders of
the Company.
1.1 In the event the Company intends to:
(a) make any distribution on or with respect to its Preferred Stock (or other
securities that may then be issuable in lieu thereof upon the exercise of
Warrants), including without limitation any dividend or distribution from earned
surplus, any dividend or distribution of stock, assets or evidences of
indebtedness, or any similar distribution,
(a) issue subscription rights or warrants to holders of its Preferred Stock,
(a) consolidate or merge with or into another entity,
(a) liquidate, dissolve or sell or otherwise dispose of substantially all its
assets, or
(a) take any other action that would result in an adjustment to the Exercise
Price or an adjustment to the number of Warrant Shares that the Holder of a
Warrant shall be entitled to receive upon exercise thereof, then the Company
shall cause a notice of its intention to take such action to be sent by
first-class mail, postage prepaid, at least 20 days prior to the date fixed as a
record date or the date of closing the transfer books for the determination of
the stockholders entitled to such distribution or issuance or to vote upon such
proposed consolidation, merger, liquidation, sale or conveyance to each Holder
at its address appearing on the Warrant register, but failure to mail or to
receive such notice or any defect therein or in the mailing thereof shall not
affect the validity of any action taken in connection with such distribution,
issuance, consolidation, merger, liquidation, sale or conveyance.
1. Notices. Any notice or demand required by this Warrant Agreement to be given
or made by any Holder to or on the Company shall be sufficiently given or made
if sent by registered or certified mail, postage prepaid, or by facsimile
transmission address as follows:
Frontline Communications Corporation
----------------------------
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Any notice or demand required by this Warrant Agreement to be given or made by
the Company to or on the Holder of any Warrant shall be sufficiently given or
made, whether or not such Holder receives the notice, if sent by first-class
mail, postage prepaid, addressed to such Holder at his last address as shown on
the books of the Company.
1. Governing Law. The validity, interpretation and performance of this Warrant
Agreement, of each Warrant issued hereunder and of the respective terms and
provisions thereof shall be governed by the laws of the State of New York
without giving effect to principles of conflicts of law.
1. Counterparts. This Warrant Agreement may be executed in two counterparts,
each of which when so executed shall be deemed to be an original; but such
counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Warrant Agreement as of
the date first set forth above.
FRONTLINE COMMUNICATIONS CORPORATION
By
Name:
Title:
PRIME CHARTER LTD.
By
Name:
Title:
ANNEX A
THE WARRANTS REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE
THEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"); HOWEVER, NONE OF SUCH SECURITIES MAY BE OFFERED, OR SOLD OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO (i) A POST-EFFECTIVE AMENDMENT TO THE
REGISTRATION STATEMENT UNDER WHICH SUCH SECURITIES WERE REGISTERED UNDER THE
ACT; (ii) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (iii) AN
AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION
OF SECURITIES AND UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL,
REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT SUCH EXEMPTION FROM
REGISTRATION UNDER THE ACT IS AVAILABLE. IN ADDITION, THE WARRANTS REPRESENTED
HEREBY MAY NOT BE TRANSFERRED OR EXERCISED EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF THE WARRANT AGREEMENT DATED AS OF FEBRUARY 26, ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ COMMUNICATIONS CORPORATION AND PRIME CHARTER LTD.
No. 1
120,000 Warrants
Void After 5:00 p.m. New York City Time
On February 26, 2004
FRONTLINE COMMUNICATIONS CORPORATION
Warrant Certificate
THIS CERTIFIES THAT, for value received, Prime Charter Ltd., or registered
assigns, is the Holder of the number of Warrants set forth above, each Warrant
entitling the owner thereof to purchase at any time after ________, 2000 and
prior to 5:00 p.m., New York City time, on ____, 2004 (the "Expiration Date"),
one fully paid and non-assessable share of Series B Preferred Stock, par value
$.01 per share ("Preferred Stock"), of Frontline Communications Corporation, a
Delaware corporation (the "Company"), at a purchase price per share (the
"Exercise Price") initially equal to $_____, upon presentation and surrender of
this Warrant Certificate with the Form of Election to Purchase (attached hereto)
duly executed. The number of Warrants evidenced by this Warrant Certificate (and
the number of shares that may be purchased upon exercise hereof (the "Warrant
Shares") set forth above and the Exercise Price set forth above are the number
and Exercise Price as of the date of original issuance of this Warrant
Certificate, based on the Preferred Stock as constituted at such date. As
provided in the Warrant Agreement referred to below, the Exercise Price and the
number or kind of shares that may be purchased upon the exercise of the Warrants
evidenced by this Warrant Certificate are subject to modification and adjustment
upon the happening of certain events.
This Warrant Certificate is subject to, and entitled to the benefits of,
all of the terms, provisions and conditions of the Warrant Agreement dated as of
________, 2000 between the Company and Prime Charter Ltd., which Warrant
Agreement is hereby incorporated herein reference and made a part hereof and to
which reference is hereby made for a full description of the rights, limitations
of rights, duties and immunities hereunder of the Company and the Holders of the
Warrant Certificates. A copy of the Warrant Agreement is on file at the
principal office of the Company.
This Warrant Certificate, with or without other Warrant Certificates, upon
surrender at the principal office of the Company, may be exchanged for another
Warrant Certificate or Warrant
Certificates of like tenor, evidencing Warrants entitling the Holder to purchase
a like aggregate number of shares of Common Stock as the Warrants evidenced by
the Warrant Certificate or Warrant Certificates surrendered entitled such Holder
to purchase. If this Warrant Certificate shall be exercised in part, the Holder
hereof shall be entitled to receive upon surrender hereof another Warrant
Certificate or Warrant Certificates for the number of whole Warrants not
exercised.
The Exercise Price may be paid in cash or by surrender of the appropriate
number of Warrants or shares of Preferred Stock in a cashless exercise or in a
combination thereof as provided in Section 4.2 of the Warrant Agreement.
No fractional shares of Preferred Stock will be issued upon the exercise of
any Warrant or Warrants evidenced hereby, but in lieu thereof a cash payment
will be made as provided in the Warrant Agreement.
[No Holder of this Warrant Certificate, as such, shall be entitled to vote
or to receive dividends or to consent or to receive notice as a stockholder of
the meetings of stockholders for the election of directors of the Company or any
other matter or to any rights whatsoever as stockholder of the Company, until
the Warrant or Warrant evidenced by this Warrant Certificate shall have been
exercised and the Warrant Shares shall have been delivered as provided in the
Warrant Agreement.]
If this Warrant Certificate shall be surrendered for exercise within any
period during which the transfer books for the Preferred Stock or other class of
stock issuable upon exercise of this Warrant Certificate are closed for any
purpose, the Company shall not be required to make delivery of certificates for
shares issuable upon such exercise until the date of the reopening of said
transfer books as provided in the Warrant Agreement.
IN WITNESS WHEREOF, Frontline Communications Corporation has caused the
signature (or facsimile signature) of its Chief Executive Officer and Secretary
to be printed hereon.
FRONTLINE COMMUNICATIONS CORPORATION
By
----------------------------------
Name:
Title:
Attest:
-------------------------------------
Secretary
FORM OF ASSIGNMENT
(To be executed by the Holder if such Holder desires to transfer this Warrant
Certificate).
TO FRONTLINE COMMUNICATIONS CORPORATION
FOR VALUE RECEIVED, __________________________________________ hereby
sells, assigns and transfers unto ________________________ this Warrant
Certificate, together with all rights, title and interest therein, and does
hereby irrevocably constitute and appoint ______________________, to transfer
the within Warrant Certificate on the books of the within-named Company, with
full power of substitution.
DATED:
Signature
Signature Guaranteed:
NOTICE:
The signature on the foregoing assignment must correspond to the name
as written upon the face of this Warrant Certificate in every particular,
without alteration or enlargement or any change whatsoever.
FORM OF ELECTION TO PURCHASE
(To be executed if Holder desires to exercise the Warrants evidenced by this
Warrant Certificate).
TO FRONTLINE COMMUNICATIONS CORPORATION
The undersigned hereby (1) irrevocably elects to exercise _____________________
___________________________________ Warrants represented by this Warrant
Certificate to purchase __________ shares of Preferred Stock issuable upon the
exercise of such Warrants, (2) makes payment in full of the aggregate Exercise
Price for such Warrants by enclosure of a bank cashier's check or money order
therefor or by surrendering Warrants or shares of Common Stock for application
to the aggregate Exercise Price, upon condition that new Warrants be issued for
the balance of the Warrants remaining, and (3) requests that certificates for
shares and Warrants be issued in the name of.
(Please insert social security or other
identifying number) __________________________
-------------------------------------------
(Please print name and address)
If such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, a new Warrant Certificate for the balance remaining of such
Warrants shall be registered in the name of and delivered to:
Please insert social security or other
identifying number) ___________________________
-------------------------------------------
(Please print name and address)
DATED: ___________________ , 20___
Signature
Signature Guaranteed:
NOTICE:
The signature on the foregoing election to purchase must correspond to the name
as written upon the face of this Warrant Certificate in every particular,
without alteration or enlargement or any change whatsoever.