Form of 1995 Unit Purchase Warrant
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On March 17, 1998, Procept, Inc. ("Procept") completed a merger (the "Merger")
with Pacific Pharmaceuticals, Inc. ("Pacific"). In accordance with the Agreement
and Plan of Merger Between Procept, Procept Acquisition Corp. and Pacific dated
December 10, 1998, as amended, each outstanding option and warrant to purchase
Pacific common stock, $0.02 par value, ("Pacific Common Stock") held by
investors and corporate partners has been assumed by Procept. Each such option
and warrant will continue to have, and be subject to, the terms and conditions
set forth in such option or warrant immediately prior to the Merger except that
(i) each option and warrant shall be exercisable (or will become exercisable in
accordance with its terms) for that number of shares of Procept common stock,
$0.01 par value, ("Procept Common Stock") equal to the product of the number of
shares of Pacific Common Stock that were issuable upon exercise of such option
or warrant immediately prior to the Merger multiplied by 0.10865, rounded down
to the nearest whole number of shares, and (ii) the per share exercise price for
the Procept Common Stock issuable upon exercise of such option and warrant shall
be equal to the quotient, rounded down to the nearest whole cent, determined by
dividing the exercise price per share of Pacific Common Stock at which such
option or warrant was exercisable immediately prior to the Merger by 0.10865.
As of March 25, 1999 there are outstanding 1995 Unit Purchase Warrants to
purchase an aggregate of (i) 47,331 Class A Warrants to purchase Procept Common
Stock and (ii) 37,865 shares of Procept Common Stock.
Warrant to Purchase
[ ] Units
Pacific Pharmaceuticals, Inc.
Form of Unit Purchase Warrant
Dated: November 27, 1995
THIS CERTIFIES THAT [ ] and/or his/its designees
(herein sometimes called the "Holder") is entitled to purchase from PACIFIC
PHARMACEUTICALS, INC., a Delaware corporation (hereinafter called the
"Company"), at the prices and during the periods as hereinafter specified, up to
[ ] Units (the "Units") of the Company at a purchase price of
$110,000 per Unit (the "Exercise Price'), with each Unit consisting of 80,000
shares of Common Stock, $.02 par value, of the Company (the "Common Stock") and
100,000 warrants (the "Warrants") to purchase 100,000 shares of Common Stock at
an exercise price of $1.00 (subject to adjustment pursuant to the Warrants, the
"Warrant Exercise Price") and exercisable for a period often years from the date
of issuance.
This Unit Purchase Warrant to purchase [ ] Units (the "Purchase
Warrant"), Subject to adjustment in accordance with Section 6 of this Agreement,
was issued pursuant to a private placement conducted by Paramount Capital, Inc.
Except as specifically otherwise provided herein, the Common Stock and
the Warrants issued pursuant to the Purchase Warrant herein granted shall bear
the same terms and conditions as described under the caption "Description of
Securities" in the Confidential Private Placement Memorandum dated September 18,
1995 (as supplemented and amended October 11, 1995 and October 12, 1995) and the
Warrants issued pursuant to the Purchase Warrant shall be governed by the terms
of the Warrant Agreement dated as of October 13, 1995 executed in connection
with the Offering (the "Warrant Agreement"), and the Holder shall have
registration rights under the Securities Act of 1933, as amended (the "Act"),
for the Common Stock and the Warrants included in the Purchase Warrant, and the
shares of Common Stock underlying the Warrants (the "Warrant Shares"). The
Company has listed the Common Stock and the Warrant Shares underlying this
Purchase Warrant on the American Stock Exchange ("AMEX"). In the event of any
extension of the expiration date or reduction of the Warrant Exercise Price of
the Warrants issued to the Purchasers of the Units, the same changes to the
Warrants included in this Purchase Warrant shall be simultaneously effected.
1. (a) The rights represented by this Purchase Warrant may be exercised
at any time in whole or in part, by (i) the surrender of this Purchase Warrant
(with the purchase form at the end hereof properly executed) at the principal
executive office of the Company (or such other office or agency of the Company
as it may designate by notice in writing to the Holder at the address of the
Holder appearing on the books of the Company); and (ii) payment to the Company
of the Exercise Price of 110,000 per Unit for the number of Units specified in
the above-mentioned purchase form together with applicable stock transfer taxes,
if any. This Purchase Warrant shall be deemed to have been exercised, in whole
or in part to the extent specified,
immediately prior to the close of business on the date this Purchase Warrant is
surrendered and payment is made in accordance with the foregoing provisions of
this Section 1, and the person or persons in whose name or names the
certificates for shares of Common Stock and Warrants shall be issuable upon such
exercise shall become the holder or holders of record of such Common Stock and
Warrants at that time and date. The certificates for the Common Stock and
Warrants so purchased shall be delivered to the Holder as soon as practicable
but not later than ten (10) days after the rights represented by this Purchase
Warrant shall have been so exercised.
(b) At any time during the period above specified, during which this
Purchase Warrant may be exercised, the Holder may, at its option, exchange this
Purchase Warrant, in whole or in part (an "Purchase Warrant Exchange"), into the
▇▇▇▇▇▇ of Units determined in accordance with this Section (b), by surrendering
this Purchase Warrant at the principal office of the Company or at the office of
its stock transfer agent, accompanied by a notice stating such ▇▇▇▇▇▇'s intent
to effect such exchange, the number of Units into which this Purchase Warrant is
to be exchanged and the date on which the Holder requests that such Purchase
Warrant Exchange occur (the "Notice of Exchange"). The Purchase Warrant Exchange
shall take place on the date specified in the Notice of Exchange or, if later,
the date the Notice of Exchange is received by the Company (the "Exchange
Date"). Certificates for the shares of Common Stock and Warrants issuable upon
such Purchase Warrant Exchange and, if applicable, a new Purchase Warrant of
like tenor evidencing the balance of the Units remaining subject to this
Purchase Warrant, shall be issued as of the Exchange Date and delivered to the
Holder within seven (7) days following the Exchange Date. In connection with any
Purchase Warrant Exchange, this Purchase Warrant shall represent the right to
subscribe for and acquire the number of Units (rounded to the next highest
integer) equal to (x) the number of Units specified by the Holder in its Notice
of Exchange up to the maximum number or Purchase Warrant Units subject to this
option (the "Total Number") less (y) the number of Purchase Warrant Units equal
to the quotient obtained by dividing (A) the product of the Total Number and the
existing Exercise Price by (B) the Fair Market Value of the Common Stock plus
the Fair Market Value of the Warrants. "Fair Market Value" shall mean first, if
there is a trading market as indicated in Subsection (1) below for the Units,
such Fair Market Value of the Units and if there is no such trading market in
the Units, then Fair Market Value shall have the meaning indicated in
Subsections (ii) through (v) below for the aggregate value of all shares of
Common Stock and Warrants which comprise a Unit:
(i) If the Units are listed on a national securities exchange
or listed or admitted to unlisted trading privileges on such exchange
or listed for trading on the AMEX, the Fair Market Value shall be the
average of the last reported sale prices or the average of the means of
the last reported bid and asked prices, respectively, of the Units on
such exchange or market for the twenty (20) business days ending on the
last business day prior to the Exchange Date; or
(ii) if the Common Stock or Warrants are listed on a national
securities exchange or admitted to unlisted trading privileges on such
exchange or listed for trading on the AMEX, the Fair Market Value shall
be the average of the last reported sale prices or the average of the
means of the last reported bid and asked prices, respectively, of
Common Stock or Warrants, respectively, on such exchange or market for
the twenty (20) business days ending on the last business day prior to
the Exchange Date; or
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(iii) If the Common Stock or Warrants are not so listed or
admitted to unlisted trading privileges, the Fair Market Value shall be
the average of the means of the last reported bid and asked prices of
the Common Stock or Warrants, respectively, for the twenty (20)
business days ending on the last business day prior to the Exchange
Date; or
(iv) If the Common Stock is not so listed or admitted to
unlisted trading privileges and bid and asked prices are not so
reported, the Fair Market Value shall be an amount, not less than book
value thereof as at the end of the most recent fiscal year of the
Company ending prior to the Exchange Date, determined in such
reasonable manner as may be prescribed by the Board of Directors of the
Company; or
(v) If the Warrants are not so listed or admitted to unlisted
trading privileges, and bid and asked prices are not so reported for
Warrants, then Fair Market Value for the Warrants shall be an amount
equal to the difference between (i) the Fair Market Value of the shares
of Common Stock which may be received upon the exercise of the
Warrants, as determined herein, and (ii) the Warrant Exercise Price.
2. This Purchase Warrant may not be sold, transferred, assigned or
hypothecated by the Holder except in compliance with the provisions of the Act.
The Company may treat the registered Holder of this Purchase Warrant as he or it
appears on the Company's books at any time as the Holder for all purposes. The
Company shall permit any Holder of a Purchase Warrant or his duly authorized
attorney, upon written request during ordinary business hours, to inspect and
copy or make extracts from its books showing the registered holders of Purchase
Warrants. All Purchase Warrants issued upon the transfer or assignment of this
Purchase Warrant will be dated the same date as this Purchase Warrant, and all
rights of the Holder thereof shall be identical to those of the Holder.
3. (a) The Holder represents, by accepting this Warrant, that he
understands that this Warrant and any securities obtainable upon exercise of
this Purchase Warrant have not been registered for sale under Federal or state
securities laws and are being offered and sold to the Holder pursuant to one or
more exemptions from the registration requirements of such securities laws. The
Holder understands that he must bear the economic risk of his investment in this
Purchase Warrant and any securities obtainable upon exercise of this Purchase
Warrant for an indefinite period of time, as this Purchase Warrant and such
securities have not been registered under Federal or state securities laws and
therefore cannot be sold unless subsequently registered under such laws, unless
an exemption from such registration is available.
(b) The Holder, by his acceptance of this Purchase Warrant,
represents to the Company that he is acquiring this Purchase Warrant and will
acquire any securities obtainable upon exercise of this Purchase Warrant for his
own account for investment and not with a view to, or for sale in connection
with, any distribution thereof in violation of the Securities Act of 1933. The
Holder agrees that this Purchase Warrant and any such securities will not be
sold or otherwise transferred unless (i) a registration statement with respect
to such transfer its effective under the Act and any applicable state securities
laws or (ii) the Holder delivers to the Company
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an opinion of counsel reasonably satisfactory to the Company that such
registration statement is not required.
(c) Notwithstanding the foregoing, this Purchase Warrant may be
sold, transferred, assigned or hypothecated (i) to any firm or corporation that
succeeds to all or substantially all of the business of Paramount, (ii) to any
of the officers or employees of Paramount or of any such successor firm or (iii)
in the case of an individual, pursuant to such individual's last will and
testament or the laws of descent and distribution, and is so transferable only
upon the books of the Company which it shall cause to be maintained for such
purpose. The Company may treat the registered Holder of this Purchase Warrant as
he or it appears on the Company's books at any time as the Holder for all
purposes. The Company shall permit any Holder of a Purchase Warrant or his duly
authorized attorney, upon written request during ordinary business hours, to
inspect and copy or make extracts from its books showing the registered holders
of Purchase Warrants. All warrants issued upon the transfer or assignment of
this Purchase Warrant will be dated the same date as this Purchase Warrant, and
all rights of the holder thereof shall be identical to those of the Holder.
(d) The Holder represents that the Holder is an "accredited
investor" as such term is defined in Rule 501 of Regulation D promulgated under
the Securities Act of 1933, as amended (the "Act"), as indicated by his
responses to the questions contained in Section 9 hereof, and that ▇▇▇▇▇▇ is
able to hear the economic risk of an investment in the Units.
4. This Purchase Warrant shall not entitle the Holder to any voting
rights or any other rights, or subject to the Holder to any liabilities, as a
stockholder of the Company.
5. (a) The Holder shall with respect to the shares of Common Stock and
the Warrant Shares underlying this Purchase Warrant, have the right to
participate in the registration rights granted to purchasers of the Units
pursuant to Section 4 of the subscription agreements (the "Subscription
Agreements") between such purchasers and the Company that were entered into at
the time of the initial sale of the Units. By acceptance of this Purchase
Warrant, the Holder agrees to comply with the provisions in Section 4 of the
Subscription Agreement to same extent as if it were a party thereto.
(b) Until all shares of Common Stock and the Warrant Shares
underlying this Purchase Warrant have been sold under a Registration Statement
or pursuant to Rule 144, the Company shall use its reasonable best efforts to
file with the Securities and Exchange Commission all current reports and the
information as may be necessary to enable the Holder to effect sales of its
shares in reliance upon Rule 144 promulgated under the Act.
6. The Exercise Price in effect at any time and the number and kind
of securities purchasable upon the exercise of the Warrants shall be subject to
adjustment from time to time upon the happening of certain events as follows:
(a) In case the Company shall (i) declare a dividend or make a
distribution on its outstanding shares of Common Stock in shares of Common Stock
(ii) subdivide or reclassify its outstanding shares of Common Stock into a
greater number of shares, or (iii) combine, or reclassify its outstanding shares
of Common Stock into a smaller number of shares, the Exercise
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Price in effect at the time of the record date for such dividend or distribution
or the effective date of such subdivision, combination or reclassification shall
be adjusted so that it shall equal the price determined by multiplying the
Exercise Price by a fraction, the denominator of which shall be the number of
shares of Common Stock outstanding after giving effect to such action, and the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such action. Such adjustment shall be successively whenever
any event listed above shall occur.
(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 to
subscribe for or purchase shares of Common Stock (or securities convertible into
Common Stock) at a price (the "Subscription Price") (or having a conversion
price per share) less than (i) the current market price of the Common Stock (as
defined in Subsection (d) below) on the record date mentioned below, or (ii) the
Exercise Price on a per share basis giving no value to the Warrants included in
the Units (the "Per Share Exercise Price") on such record date, the Exercise
Price shall be adjusted so that the same shall equal the lower of (i) the price
determined by multiplying the number of shares then comprising a Unit by the
product of the Per Share Exercise Price in effect immediately prior to the date
of such issuance multiplied by a fraction, the numerator of which shall be the
sum of the number of shares of Common Stock outstanding on the record date
mentioned below and the number of additional shares of Common Stock which the
aggregate offering price of the total number of shares of Common Stock so
offered (or the aggregate conversion price of the convertible securities so
offered) would purchase at such current market price per share of the Common
Stock, and the denominator of which shall be the sum of the number of shares of
Common Stock outstanding on such record date and the number of additional shares
of Common Stock offered for subscription or purchase (or into which the
convertible securities so offered are convertible) or (ii) in the event the
Subscription Price is equal to or higher than the current market price but is
less than the Per Share Exercise Price, the price determined by multiplying the
number of shares then comprising a Unit by the product of the Per Share Exercise
Price in effect immediately prior to the date of issuance multiplied by a
fraction, the numerator of which shall be the sum of the number of shares
outstanding on the record date mentioned below and the number of additional
shares of Common Stock which the aggregate offering price of the total number of
shares of Common Stock so offered (or the aggregate conversion price of the
convertible securities so offered) would purchase at the Per Share Exercise
Price in effect immediately prior to the date of such issuance, and the
denominator of which shall be the sum of the number of shares of Common Stock
outstanding an the record date mentioned below and the number of additional
shares of Common Stock offered for subscription or purchase (or into which the
convertible securities so offered are convertible). Such adjustment shall be
made successively whenever such rights or warrants are issued and shall become
effective immediately after the record date for the determination of
shareholders entitled to receive such rights or warrants; and to the extent that
shares of Common Stock are not delivered (or securities convertible into Common
Stock are not delivered) after the expiration of such rights or warrants the
Exercise Price shall be readjusted to the Exercise Price which would then be in
effect had the adjustments made upon the issuance of such rights or warrants
been made upon the basis of delivery of only the number of shares of Common
Stock (or securities convertible into Common Stock) actually delivered.
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(c) In case the Company shall hereafter distribute to the holders of
its Common Stock evidences of its indebtedness or assets (excluding cash
dividends or distributions and dividends or distributions referred to in
Subsection (a) above) or subscription rights or warrants (excluding those
referred to in Subsection (b) above), then in each such case the Exercise Price
in effect thereafter shall be determined by multiplying the number of shares
then comprising a Unit by the product of the Per Share Exercise Price in effect
immediately prior thereto multiplied by a fraction, the numerator of which shall
be the total number of shares of Common Stock outstanding multiplied by the
current market price per share of Common Stock (as defined in Subsection (d)
below), less the fair market value (as determined by the Company's Board of
Directors) of said assets or evidences of indebtedness so distributed or of such
rights or warrants, and the denominator of which shall be the total number of
shares of Common Stock outstanding multiplied by such current market price per
share of Common Stock. Such adjustment shall be made successively whenever such
a record date is fixed. Such adjustment shall be made whenever any such
distribution is made and shall become effective immediately after the record
date for the determination of shareholders entitled to receive such
distribution.
(d) For the purpose of any computation under Subsections (b) or (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 30 consecutive business
days before such date. The closing price for each day shall be the last sale
price regular way or, in case no such reported sale takes place on such day, the
average of the last reported bid and asked prices regular way, in either case on
the principal national securities exchange, including the AMEX. on which the
Common Stock is admitted to trading or listed, or if not listed or admitted to
trading on such exchange or market, the average of the highest reported bid and
lowest reported asked prices as reported by AMEX, or other similar organization
if AMEX is no longer reporting such information, or if not so available, the
fair market price as determined by the Board of Directors.
(e) Whenever the Exercise Price payable upon exercise of each
Purchase Warrant is adjusted pursuant to Subsection (a), (b) and (c) above, the
number of Shares purchasable upon exercise of this Purchase Warrant shall
simultaneously be adjusted by multiplying the number of shares initially
issuable upon exercise of this Purchase Warrant by the Exercise Price in effect
on the date hereof and dividing the product so obtained by the Exercise Price,
as adjusted.
(f) No adjustment in the Exercise Price shall be required unless
such adjustment would require an increase or decrease oft least five cents
(0.05) in such price; provided, however, that any adjustments which by reason of
this Subsection (f) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment required to be made hereunder.
All calculations under this Section 6 shall be made to the nearest cent or to
the nearest one-hundredth of a share, as the case may be. Anything in this
Section 6 to the contrary notwithstanding, the Company shall be entitled, but
shall not be required, to make such changes in the Exercise Price, in addition
to those required by this Section 6 as it shall determine, in its sole
discretion, to be advisable in order that any dividend or distribution in shares
of Common Stock or any subdivision, reclassification or combination of Common
Stock, hereafter made by the Company shall not result in any Federal Income tax
liability to the Registered Holder of Common Stock or securities convertible
into Common Stock (including Warrants).
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(g) Whenever the Exercise Price is adjusted, as herein provided, the
Company shall promptly but no later than 20 days after any request for such an
adjustment by the Registered Holder, cause a notice setting forth the adjusted
Exercise Price and adjusted number of shares issuable upon exercise of each
Purchase Warrant, and, if requested, information describing the transactions
giving rise to such adjustments, to be mailed to the Registered Holder at his
last address appearing in the warrant register of the Warrant Agent, and shall
cause a certified copy thereof to be mailed to its Warrant Agent. The Company
may retain a firm of independent certified public accountants selected by the
Board of Directors (who may be the regular accountants employed by the Company)
to make any computations required by this Section 6. and a certificate signed by
such firm shall be conclusive evidence of the correctness of such adjustment.
(h) In the event that at any time, as a result of an adjustment made
pursuant to Subsection (a) above, the Registered Holder of the Purchase Warrants
thereafter shall become entitled to receive any shares of the Company, other
than Common Stock, thereafter the number of such other shares so receivable upon
exercise of the Purchase Warrants 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 Common Stock contained in Subsection (a) above.
(i) Whenever the Exercise Price is adjusted, as herein provided, the
Company shall promptly but no later than 10 days after any request for such an
adjustment by the Holder, cause a notice setting forth the adjusted Exercise
Price and adjusted number of Purchase Warrant Units issuable upon exercise of
each Purchase Warrant and, if requested, information describing the transactions
giving rise to such adjustments, to be mailed to the Holders, at the address set
forth herein, and shall cause a certified copy thereof to be mailed to its
transfer agent, if any. The Company may retain a firm of independent certified
public accountants selected by the Board of Directors (who may be the regular
accountants employed by the Company) to make any computation required by this
Section 6, and a certificate signed by such firm shall be conclusive evidence of
the correctness of such adjustment.
(j) In the event that at any time, as a result of an adjustment made
pursuant to Subsection (a) above, the Holder of this Purchase Warrant thereafter
shall become entitled to receive any shares of the Company, other than Common
Stock, thereafter the number of such other shares so receivable upon exercise of
this Purchase 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 Common Stock contained in Subsections (a) to (i) inclusive above.
(k) In case any event shall occur as to which the other provisions
of this Section 6 are not strictly applicable but as to which the failure to
make any adjustment would not fairly protect the purchase rights represented by
this Purchase Warrant in accordance with the essential intent and principles
hereof then, in each such case, the Holders of Purchase Warrants representing
the right to purchase a majority of the Purchase Warrant Units may appoint a
firm of independent public accountants reasonably acceptable to the Company,
which shall give their opinion as to the adjustment, if any, on a basis
consistent with the essential intent and principles established herein,
necessary to preserve the purchase rights represented by the Purchase Warrants.
Upon receipt of such opinion, the Company will promptly mail a copy thereof to
the
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Holder of this Purchase Warrant and shall make the adjustments described
therein. The fees and expenses of such independent public accountants shall be
borne by the Company.
7. In case of any reclassification, capital reorganization or other
change of outstanding shares of Common Stock of the Company, or in case of any
consolidation or merger of the Company with or into another corporation (other
than a merger with a subsidiary in which merger the Company is the continuing
corporation and which does not result in any reclassification, capital
reorganization or other change of outstanding shares of Common Stock of the
class issuable upon exercise of the Purchase Warrant) or in case of any sale,
lease or conveyance to another corporation of the property of the Company as an
entirety, the Company shall, as a condition precedent to such transaction, cause
effective provisions to be made so that the holder shall have the right
thereafter by exercising this Purchase Warrant at any time prior to the
expiration of the Purchase Warrant to purchase the kind and amount of shares of
stock and other securities and property receivable upon such reclassification,
capital reorganization and other change, consolidation, merger, sale or
conveyance by a holder of the number of shares of Common Stock which might have
been purchased upon exercise of this Purchase Warrant immediately prior to such
reclassification, change, consolidation, merger, sale or conveyance. Any such
provision shall include provision for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this
Purchase Warrant. The foregoing provisions of this Section 7 shall similarly
apply to successive reclassifications, capital reorganizations and changes of
shares of Common Stock and to successive consolidations, mergers, sales or
conveyances. In the event that in connection with any such capital
reorganization or reclassification, consolidation, merger, sale or conveyance,
additional shares of Common Stock shall be issued in exchange, conversion,
substitution or payment, in whole or in part, for a security of the Company
other that Common Stock any such issue shall be treated as an issue of Common
Stock covered by the provisions of Subsection 6(a) hereof.
8. This Agreement shall be governed by and in accordance with the laws
of the State of New York, without giving effect to the principles of conflicts
of law thereof.
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IN WITNESS WHEREOF, Pacific Pharmaceuticals, Inc. has caused this
Purchase Warrant to be signed by its duly authorized officers under its
corporate seal, and this Purchase Warrant to be dated November 27, 1995.
PACIFIC PHARMACEUTICALS, INC.
By:
-------------------------
Name:
Title:
(Corporate Seal)
Attest:
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HOLDER
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PURCHASE FORM
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(To be signed only upon exercise of option)
The undersigned, the holder of the foregoing Purchase Warrant, hereby
irrevocably elects to exercise the purchase rights represented by such Purchase
Warrant for, and to purchase thereunder, ________ Units of Pacific
Pharmaceuticals Inc., each Unit consisting of _________ shares of $_______ Par
Value Common Stock and ________ Warrant(s) to purchase _________ share(s)
________ of Common Stock and herewith makes payment of $_______ thereof.
Dated: , 19 . Instructions for Registration of Stock and Warrants
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Print Name
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Address
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Signature
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PURCHASE WARRANT EXCHANGE
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The undersigned, pursuant to the provisions of the foregoing Purchase
Warrant, hereby elects to exchange its Purchase Warrant for _________ Units of
__________, each Unit consisting of shares of $_________ Par Value Common Stock
and _________ Warrant(s) to purchase _________ share(s) _________ of Common
Stock, pursuant to the Purchase Warrant Exchange provisions of the Purchase
Warrant.
Dated: , 19
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Print Name
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Address
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Signature
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TRANSFER FORM
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(To be signed only upon transfer of the Purchase Warrant)
For value received, the undersigned hereby sells, assigns, and
transfers unto ____________the right to purchase Units represented by the
foregoing Purchase Warrant to the extent of Units, and appoints _____________
attorney to transfer such rights on the books of __________, with full power of
substitution in the premises.
Dated: , 19
[ ]
By:
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Address
In the presence of:
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