Exhibit 4.2
FORM OF WARRANT
Warrant to Purchase Up To
______________ Shares Of Common Stock of
BioSante Pharmaceuticals, Inc.
THIS CERTIFIES that, for value received, ________________ ("Investor")
or any transferee of Investor (Investor or such transferee being hereinafter
referred to as the "Holder"), is entitled, upon the terms and subject to the
conditions hereinafter set forth, to purchase from BioSante Pharmaceuticals,
Inc., a Wyoming corporation (the "Company"), that number of fully paid and
nonassessable shares of common stock, no par value (the "Warrant Shares") of the
Company (the "Common Stock") at the purchase price per share as set forth in
Section 1 below (the "Exercise Price"). The number of Warrant Shares purchasable
and Exercise Price are subject to adjustment as provided in Section 10 hereof.
1. NUMBER OF WARRANT SHARES; EXERCISE PRICE; TERM.
(a) Subject to adjustments as provided herein, the Holder of
this Warrant may, at the Holder's option, exercise this Warrant in
whole at any time or in part from time to time for
_____________________________ (__________) Warrant Shares at an
Exercise Price of $0.625 per Warrant Share.
(b) Subject to the terms and conditions set forth herein, this
Warrant and all rights and options hereunder shall expire at 5:00 p.m.
central standard time on __________________, 2006. This Warrant and all
options and rights hereunder shall be wholly void to the extent this
Warrant is not exercised before it expires.
2. TRANSFERABILITY OF WARRANT. The Warrant and all rights hereunder are
not transferable, in whole or in part.
3. EXERCISE OF WARRANT. The Warrant is exercisable by the Holder, in
whole or in part, at any time, or from time to time, during the term hereof as
described in Section l above, by the surrender of the Warrant and the Notice of
Exercise annexed hereto duly completed and executed on behalf of the Holder
hereof, at the office of the Company in Lincolnshire, Illinois (or such other
office or agency of the Company as it may designate by notice in writing to the
Holder hereof at the address of the Holder appearing on the books of the
Company), and subject to Section 4 hereof, upon payment of the Exercise Price in
cash or check, whereupon the Holder of the Warrant shall be entitled to receive
shares of Common Stock of the Company for the number of Warrant Shares so
purchased and, if the Warrant is exercised for fewer than all of the Warrant
Shares, a new Warrant representing the right to acquire the number of Warrant
Shares in respect of which this Warrant shall not have been exercised.
Notwithstanding the foregoing, payment of the Exercise Price may also be made by
(a) delivering shares of Common Stock already owned by the Holder having a total
Fair Market Value (as defined in Section 4) on the date of delivery equal to the
aggregate Exercise Price; (b) authorizing the Company to return Warrant Shares
which would otherwise be issuable upon exercise of this Warrant having a total
Fair Market Value on the date of exercise equal to the aggregate Exercise Price;
or (c) any combination of the foregoing. The Company agrees that, upon exercise
of the Warrant in
accordance with the terms hereof, the Warrant Shares so purchased shall be
deemed to be issued to the Holder as the record owner of such Warrant Shares as
of the close of business on the date on which the Warrant shall have been
exercised.
Certificates for Warrant ▇▇▇▇▇▇ purchased hereunder and, on exercise of
fewer than all of the Warrant Shares purchasable hereunder, a new Warrant
representing the right to acquire Warrant Shares not so purchased shall be
delivered to the Holder hereof as promptly as practicable after the date on
which the Warrant shall have been exercised.
The Company covenants that all Warrant Shares which may be issued upon
the exercise of the Warrant shall, upon exercise of the Warrant and payment of
the Exercise Price, be fully paid and nonassessable and free from all taxes,
liens and charges in respect of the issue thereof (other than taxes in respect
of any transfer occurring contemporaneously or otherwise specified herein).
4. NO FRACTIONAL WARRANT SHARES OR SCRIP. No fractional Warrant Shares
or scrip representing fractional shares shall be issued upon the exercise of the
Warrant. In lieu of any fractional Warrant Share to which the Holder would
otherwise be entitled, such Holder shall be entitled, at its option, to receive
either (a) a cash payment equal to the excess of Fair Market Value (as defined
herein) for such fractional Warrant Share above the Exercise Price for such
fractional share or (b) a whole share if the Holder tenders the Exercise Price
for one whole Warrant Share. For purposes hereof, the term "Fair Market Value"
shall mean an amount determined as follows: (A) if the Common Stock is listed on
a national or regional securities exchange or admitted to unlisted trading
privileges on such exchange or listed for trading on the Nasdaq National Market
System or the Nasdaq Small Cap Market (collectively, "Nasdaq"), the Fair Market
Value on a particular day shall be the last reported sale price of a share of
Common Stock on such exchange or on Nasdaq, on the last business day prior to
such day or, if no such sale is made on such business day, the business day
before such business day, or (B) if the Common Stock is not listed or admitted
to unlisted trading privileges on an exchange or on Nasdaq, the fair market
value on a particular day shall be the mean of the last reported bid and asked
prices reported by the National Quotation Bureau, Inc., or the National
Association of Securities Dealers, Inc. OTC Bulletin Board on the last business
day prior to such day, or (C) if the Common Stock is not so listed or admitted
to unlisted trading privileges on an exchange or on Nasdaq and bid and asked
prices are not so reported, the Fair Market Value on a particular day shall be
an amount determined in such reasonable manner as may be prescribed by the board
of directors of the Company.
5. CHARGES, TAXES AND EXPENSES. Issuance of certificates for Warrant
Shares upon the exercise of the Warrant shall be made without charge to the
Holder hereof for any issue or transfer tax or other incidental expense in
respect of the issuance of such certificates, all of which taxes and expenses
shall be paid by the Company, and such certificates shall be issued in the name
of the Holder of the Warrant or in such name or names as may be directed by the
Holder of the Warrant; provided, however, that in the event certificates for
Warrant Shares are to be issued in a name other than the name of the Holder of
the Warrant, the Warrant when surrendered for exercise shall be accompanied by
the Assignment Form attached hereto duly executed by the Holder and the Notice
of Exercise duly completed and executed and stating in whose name the
certificates are to be issued; and provided further, that such assignment shall
be subject to applicable laws and regulations.
6. NO RIGHTS AS WARRANT SHAREHOLDERS. The Warrant does not entitle the
Holder hereof to any voting rights, dividend rights or other rights as a
shareholder of the Company prior to the exercise thereof.
7. EXCHANGE AND REGISTRY OF WARRANT. The Company shall maintain a
registry showing the name and address of the Holder of the Warrant. The Warrant
may be surrendered for exchange, transfer or exercise, in accordance with the
terms hereof, at the office of the Company, and the Company shall be entitled to
rely in all respects, prior to written notice to the contrary, upon such
registry.
8. LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT. Upon receipt by
the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of the Warrant, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it, and upon
reimbursement to the Company of all reasonable expenses incidental thereto, and
upon surrender and cancellation of the Warrant, if mutilated, the Company will
make and deliver a new Warrant of like tenor and dated as of such cancellation,
in lieu of the Warrant.
9. SATURDAYS, SUNDAYS, HOLIDAYS, ETC. If the last or appointed day for
the taking of any action or the expiration of any right required or granted
herein shall be a Saturday or a Sunday or shall be a legal holiday, then such
action may be taken or such right may be exercised on the next succeeding day
not a Saturday or a Sunday or a legal holiday.
10. ADJUSTMENTS. The above provisions are, however, subject to the
following:
(a) The Exercise Price shall be subject to adjustment from
time to time as hereinafter provided. Upon each adjustment of the
Exercise Price, the Holder shall thereafter be entitled to purchase, at
the Exercise Price resulting from such adjustment, the number of shares
obtained by multiplying the Exercise Price in effect immediately prior
to such adjustment by the number of shares purchasable pursuant to this
Warrant immediately prior to such adjustment and dividing the product
thereof by the Exercise Price resulting from such adjustment.
(b) Except for (i) shares of capital stock of the Company
issued to employees, directors, advisors and consultants of the
Company, vendors and other similar persons to whom the Company owes
money, (ii) options and warrants granted to employees, directors,
advisors and consultants of the Company, (iii) shares of Common Stock
of the Company issuable upon the exercise of options and warrants
granted to employees, directors, advisors and consultants, (iv) shares
of Common Stock issuable upon the exercise of all currently outstanding
warrants and other convertible securities and (v) shares of capital
stock issuable upon the conversion of all currently outstanding shares
of preferred stock of the Company, if the Company shall issue or sell
any shares of Common Stock during the next twelve months for a
consideration per share less than $0.50, then, forthwith upon such
issue or sale, the Exercise Price shall be reduced to the price
(calculated to the nearest cent) determined by dividing (A) an amount
equal to the
sum of (1) the number of shares of Common Stock outstanding immediately
prior to such issue or sale multiplied by the then existing Exercise
Price, and (2) the consideration, if any, received by the Company upon
such issue or sale by (B) an amount equal to the sum of (1) the number
of shares of Common Stock outstanding immediately prior to such issue
or sale and (2) the number of shares of Common Stock thus issued or
sold.
(c) For the purposes of paragraph (b), the following
provisions (i) to (vi), inclusive, shall also be applicable:
(i) In case at any time the Company shall grant
(whether directly or by assumption in a merger or otherwise)
any rights to subscribe for or to purchase, or any options for
the purchase of, Common Stock or any obligations, stock or
securities convertible into or exchangeable for Common Stock
(such convertible or exchangeable stock or securities being
herein called "Convertible Securities") whether or not such
rights or options or the right to convert or exchange any such
Convertible Securities are immediately exercisable, and the
price per share at which shares of Common Stock are issuable
upon the exercise of such rights or options or upon conversion
or exchange of such Convertible Securities (determined by
dividing (A) the total amount, if any, received or receivable
by the Company as consideration for the granting of such
rights or options, plus the minimum aggregate amount of
additional consideration payable to the Company upon the
exercise of such rights or options, plus, in the case of such
rights or options which relate to Convertible Securities, the
minimum aggregate amount of additional consideration, if any,
payable upon the issue or sale of such Convertible Securities
and upon the conversion or exchange thereof, by (B) the total
maximum number of shares of Common Stock issuable upon the
exercise of such rights or options or upon the conversion or
exchange of all such Convertible Securities issuable upon the
exercise of such rights or options) shall be less than the
Exercise Price in effect immediately prior to the time of the
granting of such rights or options, then the total maximum
number of shares of Common Stock issuable upon the exercise of
rights or options or upon conversion or exchange of the total
maximum amount of such Convertible Securities issuable upon
the exercise of such rights or options shall (as of the date
of granting of such rights or options) be deemed to have been
issued for such price per share. Except as provided in
paragraph (f) below, no further adjustments of the Exercise
Price shall be made upon the actual issue of such Common Stock
or of such Convertible Securities upon exercise of such rights
or options or upon the actual issue of such Common Stock upon
conversion or exchange of such Convertible Securities.
(ii) In case the Company shall issue or sell (whether
directly or by assumption in a merger or otherwise) any
Convertible Securities, whether or not the rights to exchange
or convert thereunder are immediately exercisable, and the
price per share for which Common Stock is issuable upon such
conversion or exchange (determined by dividing (A) the total
amount received or receivable by the Company as consideration
for the issue or sale of such Convertible Securities, plus the
minimum aggregate amount of additional consideration, if any,
payable to the Company upon the conversion or exchange
thereof, by (B) the total
maximum number of shares of Common Stock issuable upon the
conversion or exchange of all such Convertible Securities)
shall be less than the Exercise Price in effect immediately
prior to the time of such issue or sale, then the total
maximum number of shares of Common Stock issuable upon
conversion or exchange of all such Convertible Securities
shall (as of the date of the issue or sale of such Convertible
Securities) be deemed to be outstanding and to have been
issued for such price per share, provided that (x) except as
provided in paragraph (f) below, no further adjustments of the
Exercise Price shall be made upon the actual issue of such
shares of Common Stock upon conversion or exchange of such
Convertible Securities, and (y) if any such issue or sale of
such Convertible Securities is made upon exercise of any
rights to subscribe for or to purchase or any option to
purchase any such Convertible Securities for which adjustments
of the Exercise Price have been or are to be made pursuant to
other provisions of this paragraph (c), no further adjustment
of the Exercise Price shall be made by reason of such issue or
sale.
(iii) In case the Company shall declare a dividend or
make any other distribution upon any stock of the Company
payable in Common Stock or Convertible Securities, or in any
rights or options to purchase any Common Stock or Convertible
Securities, any Common Stock or Convertible Securities, or any
such rights or options, as the case may be, issuable in
payment of such dividend or distribution shall be deemed to
have been issued or sold without consideration.
(iv) In case any shares of Common Stock or
Convertible Securities or any rights or options to purchase
any shares of Common Stock or Convertible Securities shall be
issued or sold for cash, the consideration received therefor
shall be deemed to be the amount received by the Company
therefor, without deduction therefrom of any expenses incurred
or any underwriting commissions, discounts or concessions paid
or allowed by the Company in connection therewith. In case any
shares of Common Stock or Convertible Securities or any rights
or options to purchase any shares of Common Stock or
Convertible Securities shall be issued or sold for a
consideration other than cash, the amount of the consideration
other than cash received by the Company shall be deemed to be
the fair value of such consideration as determined by the
Board of Directors of the Company, without deduction of any
expenses incurred or any underwriting commissions, discounts
or concessions paid or allowed by the Company in connection
therewith. In case any shares of Common Stock or Convertible
Securities or any rights or options to purchase shares of
Common Stock or Convertible Securities shall be issued in
connection with any merger or consolidation in which the
Company is the surviving corporation, the amount of
consideration therefor shall be deemed to be the fair value as
determined by the Board of Directors of the Company of such
portion of the assets and business of the non-surviving
corporation or corporations as such Board shall have
determined to be attributable to such shares of Common Stock,
Convertible Securities, rights or options, as the case may be.
In the event of any consolidation or merger of the Company in
which the Company is not the surviving corporation or in the
event of any sale of all or substantially all of the assets of
the Company
for stock or other securities of any other corporation, the
Company shall be deemed to have issued a number of shares of
its Common Stock for stock or securities of the other
corporation computed on the basis of the actual exchange ratio
on which the transaction was predicated and for a
consideration equal to the fair market value on the date of
such transaction of such stock or securities of the other
corporation, and if any such calculation results in adjustment
of the Exercise Price, the determination of the number of
shares of Common Stock issuable upon exercise immediately
prior to such merger, consolidation or sale, for purposes of
paragraph (f) below, shall be made after giving effect to such
adjustment of the Exercise Price.
(v) In case the Company shall take a record of the
holders of its Common Stock for the purpose of entitling them
(A) to receive a dividend or other distribution payable in
shares of Common Stock or in Convertible Securities, or in any
rights or options to purchase any shares of Common Stock or
Convertible Securities, or (B) to subscribe for or purchase
shares of Common Stock or Convertible Securities, then such
record date shall be deemed to be the date of the issue or
sale of the shares of Common Stock deemed to have been issued
or sold upon the declaration of such dividend or the making of
such other distribution or the date of the granting of such
rights of subscription or purchase, as the case may be.
(vi) The number of shares of Common Stock outstanding
at any given time shall not include shares owned or held by or
for the account of the Company, and the disposition of any
such shares shall be considered an issue or sale of Common
Stock for the purposes of this paragraph (c).
(d) In case the Company shall at any time subdivide its
outstanding shares of Common Stock into a greater number of shares, the
Exercise Price in effect immediately prior to such subdivision shall be
proportionately reduced, and conversely, in case the outstanding shares
of Common Stock of the Company shall be combined into a smaller number
of shares, the Exercise Price in effect immediately prior to such
combination shall be proportionately increased.
(e) Upon the happening of any of the following events, namely,
if the purchase price provided for in any rights or options referred to
in clause (i) of paragraph (c), the additional consideration, if any,
payable upon the conversion or exchange of Convertible Securities
referred to in clause (i) or clause (ii) of paragraph (c), or the rate
at which any Convertible Securities referred to in clause (i) or clause
(ii) of paragraph (c) are convertible into or exchangeable for Common
Stock shall change (other than under or by reason of provisions
designed to protect against dilution), the Exercise Price in effect at
the time of such event shall forthwith be increased or decreased to the
Exercise Price which would have obtained had the adjustments made upon
the issuance of such rights, options or Convertible Securities been
made upon the basis of (i) the issuance of the number of shares of
Common Stock theretofore actually delivered upon the exercise of such
options or rights or upon the conversion or exchange of such
Convertible Securities, and the total consideration received therefor,
and (ii) the issuance at the time of such
change of any such options, rights or Convertible Securities then still
outstanding for the consideration, if any, received by the Company
therefor and to be received on the basis of such changed price; and on
the expiration of any such option or right or the termination of any
such right to convert or exchange such Convertible Securities, the
Exercise Price then in effect hereunder shall forthwith be increased to
the Exercise Price which would have obtained had the adjustments made
upon the issuance of such rights or options or Convertible Securities
been made upon the basis of the issuance of the shares of Common Stock
theretofore actually delivered (and the total consideration received
therefor) upon the exercise of such rights or options or upon the
conversion or exchange of such Convertible Securities. If the purchase
price provided for in any such right or option referred to in clause
(i) of paragraph (c) or the rate at which any Convertible Securities
referred to in clause (i) or clause (ii) of paragraph (c) are
convertible into or exchangeable for Common Stock shall decrease at any
time under or by reason of provisions with respect thereto designed to
protect against dilution, then in case of the delivery of Common Stock
upon the exercise of any such right or option or upon conversion or
exchange of any such Convertible Securities, the Exercise Price then in
effect hereunder shall forthwith be decreased to such Exercise Price as
would have obtained had the adjustments made upon the issuance of such
right, option or Convertible Securities been made upon the basis of the
issuance of (and the total consideration received for) the shares of
Common Stock delivered as aforesaid.
(f) If any capital reorganization or reclassification of the
capital stock of the Company, or consolidation or merger of the Company
with another corporation, or the sale of all or substantially all of
its assets to another corporation shall be effected in such a way that
holders of Common Stock shall be entitled to receive stock, securities
or assets with respect to or in exchange for shares of Common Stock
(such stock, securities or assets being hereinafter referred to as
"substituted property"), then, as a condition of such reorganization,
reclassification, consolidation, merger or sale, lawful and adequate
provision shall be made whereby the holder of this Warrant shall
thereafter have the right to purchase and receive upon the basis and
upon the terms and conditions specified herein and in lieu of the
shares of the Common Stock of the Company immediately theretofore
purchasable and receivable upon the exercise of this Warrant, such
substituted property as may be issued or payable with respect to or in
exchange for a number of outstanding shares of such Common Stock equal
to the number of shares of such stock immediately theretofore
purchasable and receivable upon the exercise of this Warrant had such
reorganization, reclassification, consolidation, merger or sale not
taken place, and in any such case appropriate provision shall be made
with respect to the rights and interests of the holder of this Warrant
to the end that the provisions hereof (including without limitation
provisions for adjustments of the Exercise Price and of the number of
shares purchasable upon the exercise of this Warrant) shall thereafter
be applicable, as nearly as may be, in relation to any substituted
property thereafter purchasable and receivable upon the exercise of
this Warrant. The Company shall not effect any such consolidation,
merger or sale, unless prior to the consummation thereof the successor
corporation (if other than the Company) resulting from such
consolidation or merger or the corporation purchasing such assets shall
assume by written instrument executed and mailed to the holder of this
Warrant at the last address of such holder appearing on the books of
the Company, the obligation to deliver to such holder such substituted
property as, in
accordance with the foregoing provisions, such holder may be entitled
to purchase and receive.
(g) If the Company takes any other action, or if any other
event occurs, which does not come within the scope of the provisions of
Paragraphs (a) through (f) of this Section 10 but which should result
in adjustment in the Exercise Price and/or the number of shares subject
to the Warrant in order to fairly protect the purchase rights of the
holder of this Warrant, an appropriate adjustment of such Exercise
Price shall be made by the Company.
(h) Upon any adjustment of the Exercise Price, then and in
each such case, the Company shall give written notice thereof, by
first-class mail, postage prepaid, addressed to the holder of this
Warrant at the address of such holder as shown on the books of the
Company, which notice shall state the Exercise Price resulting from
such adjustment and the increase or decrease, if any, in the number of
shares purchasable at such price upon the exercise of this Warrant,
setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based.
(i) In case any time:
(i) the Company shall pay any dividend payable in
stock upon its Common Stock or make any distribution (other
than regular cash dividends) to the holders of its Common
Stock;
(ii) the Company shall offer for subscription pro
rata to the holders of its Common Stock any additional shares
of stock of any class or other rights;
(iii) there shall be any capital reorganization,
reclassification of the capital stock of the Company, or
consolidation or merger of the Company with, or sale of all or
substantially all of its assets to, another corporation; or
(iv) there shall be a voluntary or involuntary
dissolution, liquidation or winding up of the Company;
then, in any one or more of said cases, the Company shall give written
notice, by first-class mail, postage prepaid, addressed to the holder
of this Warrant at the address of such holder as shown on the books of
the Company, of the date on which (A) the books of the Company shall
close or a record shall be taken for such dividend, distribution or
subscription rights, or (B) such reorganization, reclassification
consolidation, merger, sale, dissolution, liquidation or winding up
shall take place, as the case may be. Such notice shall also specify
the date as of which the holders of Common Stock of record shall
participate in such dividend distribution or subscription rights, or
shall be entitled to exchange their Common Stock for securities or
other property deliverable upon such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding up, as
the case may be. Such written notice shall be at least 20 days prior to
the action in question and not less than 20 days prior to the record
date or the date on which the Company's transfer books are closed in
respect thereto.
(j) Notwithstanding anything in this Warrant to the contrary,
no adjustment will be made to the Exercise Price as a result of the
issuance of securities by the Company after twelve months after the
date of this Warrant.
11. MISCELLANEOUS.
(a) GOVERNING LAW. The Warrant shall be binding upon any
successors or assigns of the Company. The Warrant shall constitute a
contract under the laws of Illinois and for all purposes shall be
construed in accordance with and governed by the laws of said state,
without giving effect to the conflict of laws principles.
(b) RESTRICTIONS. THIS WARRANT AND THE COMMON STOCK TO BE SOLD
UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. THEY MAY NOT
BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN EXEMPTION
THEREFROM.
(c) AMENDMENTS. The Warrant may be amended and the observance
of any term of the Warrant may be waived with the written consent of
the Company and the Holder.
(d) SECTION HEADINGS. The section headings used herein are for
convenience of reference only, are not part of this Warrant and are not
to affect construction of or be taken into consideration in
interpreting this Warrant.
(e) NOTICES. Any notice required or permitted hereunder shall
be deemed effectively given upon personal delivery to the party to be
notified upon deposit with the United States Post Office, by certified
mail, postage prepaid and addressed to the party to be notified at the
address: with respect to the Company, at its principal address in
Lincolnshire, Illinois (or such other office or agency of the Company
as it may designate by notice in writing to the Holder); and with
respect to the Holder, at the address of the Holder appearing on the
books of the Company.
* * * *
THIS WARRANT AND THE COMMON STOCK TO BE SOLD UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE
SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED
THERETO OR AN EXEMPTION THEREFROM.
IN WITNESS WHEREOF, BioSante Pharmaceuticals, Inc. has caused this
Warrant to be executed by its officer thereunto duly authorized.
Dated: _______________________, 2001
BIOSANTE PHARMACEUTICALS, INC.
By:_________________________________
Title:______________________________
NOTICE OF EXERCISE
To: BioSante Pharmaceuticals, Inc.
1. The undersigned hereby elects to exercise the right to purchase
represented by the attached Warrant for, and to purchase thereunder, _______
shares of common stock, no par value (the "Warrant Shares") of BioSante
Pharmaceuticals, Inc. (the "Company") and tenders herewith payment of the
purchase price and any transfer taxes payable pursuant to the terms of the
Warrant.
2. The Warrant Shares to be received by the undersigned upon exercise
of the Warrant are being acquired for its own account, not as a nominee or
agent, and not with a view to resale or distribution of any part thereof, and
the undersigned has no present intention of selling, granting any participation
in, or otherwise distributing the same. The undersigned further represents that
it does not have any contract, undertaking, agreement or arrangement with any
person to sell, transfer or grant participation to such person or to any third
person, with respect to the Warrant Shares. The undersigned believes it has
received all the information it considers necessary or appropriate for deciding
whether to purchase the Warrant Shares.
3. Please issue a certificate or certificates representing said Warrant
Shares in the name set forth below:
_____________________________________
[Name]
4. If said number of Warrant Shares are not all the Warrant Shares
purchasable under the Warrant, please issue a new Warrant for the balance of
such Warrant Shares in the name set forth below:
_____________________________________
[Name]
Executed on __________________________ (date).
_________________________________________
[NAME OF ▇▇▇▇▇▇]
By:___________________________________________________________
Printed Name:_________________________________________________
Title (if applicable):________________________________________