[FORM OF SERIES F WARRANTS - COLLATERAL WARRANTS]
NEITHER THE WARRANTS REPRESENTED BY THIS CERTIFICATE
NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS
AND MAY NOT BE TRANSFERRED
IN VIOLATION OF SUCH ACT OR LAWS, THE RULES AND
REGULATIONS THEREUNDER OR THE PROVISIONS
OF THIS WARRANT CERTIFICATE.
No. [ ] [ ] Warrants
WARRANTS TO PURCHASE AN AGGREGATE OF [ ] SHARES
OF COMMON STOCK OF
DDL ELECTRONICS, INC.
(INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE)
ISSUED TO
[ ]
DATED: February 29, 1996
THIS IS TO CERTIFY that, for value received, [ ], or [its] [his] [their]
registered assigns (herein collectively referred to as the "Warrantholder"),
is entitled to the number of Warrants (the "Warrants") set forth above, each
of which represents the right, upon the due exercise hereof, at any time
commencing upon and after (the "Commencement Date") the occurrence of an Event
of Default (as hereinafter defined) and ending upon (the "Expiration Date")
the payment in full by the Company of all amounts now or hereafter due to the
Warrantholder under the Operative Documents (as hereinafter defined), whether
for principal, interest, fees, costs, expenses or otherwise (including,
without limitation, any and all expenses (including reasonable attorneys' fees
and legal expenses) incurred by the Warrantholder in the collection of the
Notes and in the enforcement and protection of its rights hereunder and under
the other Operative Documents (collectively, the "Obligations"), to purchase
from DDL Electronics, Inc., a Delaware corporation (the "Company"), one share
of common stock, par value $.01 per share (the "Common Stock"), of the Company
upon surrender hereof, with the form of election to purchase included herein
(the "Election to Purchase") completed and duly executed, at the principal
executive office of the Company, and upon simultaneous payment therefor (as
set forth in Section 1 below) of an exercise price per share equal to the
Purchase Price (as defined in Section 1 below). The number of shares of
Common Stock issuable upon exercise of the Warrants (individually, a "Share"
and collectively, the "Shares") is subject to adjustment as provided herein.
This warrant certificate is one of a series of warrant certificates
issued by the Company in connection with its issuance of 10% Senior Secured
Notes due July 1, 1997 (the "Notes") pursuant to the Securities Purchase
Agreement, dated as of February 29, 1996 (the "Securities Purchase
Agreement"), by and among the Company and each of the Purchasers who are
signatories thereto. All capitalized terms used herein without definition
(including, without limitation, Event of Default, Operative Documents, Pledge
Agreement and Collateral Agency Agreement) shall have the respective meanings
given such terms as set forth in the Securities Purchase Agreement.
Pursuant to Section 4.3 of the Securities Purchase Agreement, the Company
has the right, but not the obligation, to fund the optional prepayment of all,
but not less than all, of the amounts outstanding under the Notes with the net
proceeds of the sale of the Shares. Upon prepayment of all amounts
outstanding under the Notes and the satisfaction in full of all of the
Obligations, this warrant certificate will become void and all rights
evidenced hereby will terminate after such time. The number of Shares
purchasable hereunder shall not be adjusted or otherwise adversely affected as
a result of any partial prepayment of any amounts outstanding under the Notes.
Pursuant to Section 14.10 of the Securities Purchase Agreement, all
actions required or permitted to be taken by the Warrantholder hereunder,
including, without limitation, the exercise hereof, shall be taken by the
Majority Noteholders (individually or by a trustee or other agent designated
by the Majority Noteholders to act on behalf of the Majority Noteholders); and
the decision of the Majority Noteholders (or such trustee or agent, as
applicable) shall be binding on the Warrantholder.
1. Purchase Price; Method of Payment
The purchase price for the Shares purchasable hereunder (the "Purchase
Price") shall be equal to (a) in the case of the Warrantholder's sale (whether
public or private) of the Shares to satisfy the Obligations, the net proceeds
of such sale realized by the Warrantholder and (b) in the case of the
Warrantholder's retention of the Shares to satisfy the Obligations, the lower
of (x) the average of the daily closing sale prices of the Common Stock for
the twenty (20) consecutive trading days preceding the date the Warrants were
exercised by the Warrantholder, less a discount of 6% of such amount or (y)
the closing sale price of the Common Stock on the date the Warrants were
exercised by the Warrantholder, less a discount of 6% of such amount. If the
date the Warrants are exercised by the Warrantholder is not a day that the New
York Stock Exchange is open, then such closing sale price shall be as of the
first day the New York Stock Exchange is open preceding the day on which the
Warrants are exercised. The closing sale price of the Common Stock for each
trading day as used herein shall be the "Market Price" (as defined in Section
2 below).
The Warrantholder shall pay the Purchase Price for exercising the
Warrants by the cancellation of all or a portion of the Obligations in lieu of
cash. The Obligations shall be reduced by $1.00 for each $1.00 of the
Purchase Price for the Shares being purchased hereunder. If the dollar value
of the Obligations exceeds the Purchase Price for the Shares being purchased
hereunder, then the Obligations will be cancelled in the following priority:
(a) first, all fees, costs and expenses due to the Warrantholder under the
Notes, (b) second, all interest due to the Warrantholder under the Notes and
(c) third, all principal due to the Warrantholder under the Notes. Upon any
exercise of the Warrants, the Warrantholder shall present its Note(s) to the
Company for notation thereon of the cancellation of the Obligations, or
portion thereof, as a result of such exercise.
Notwithstanding anything contained herein to the contrary, the exercise of the
Warrants and the payment of the Purchase Price therefor shall be deemed to
take place simultaneously.
2. Definition of Market Price
Unless otherwise provided herein, for purposes of any computations made
hereunder, "Market Price" per share of Common Stock on any date shall be: (a)
if the Common Stock is listed or admitted for trading on any national
securities exchange or included in the Nasdaq National Market or Nasdaq Small-
Cap Market, the last reported sales price as reported on such exchange or
market, as the case may be; (b) if the Common Stock is not listed or admitted
for trading on any national securities exchange or included in the Nasdaq
National Market or Nasdaq Small-Cap Market, the average of the last reported
closing bid and asked quotation for the Common Stock as reported on the
Automated Quotation System of NASDAQ or a similar service if NASDAQ is not
reporting such information; (c) if the Common Stock is not listed or admitted
for trading on any national securities exchange or included in the Nasdaq
National Market or Nasdaq Small-Cap Market or quoted by NASDAQ or a similar
service, the average of the last reported bid and asked quotation for the
Common Stock as quoted by a market maker in the Common Stock (or if there is
more than one market maker, the bid and asked quotation shall be obtained from
two market makers and the average of the lowest bid and highest asked
quotation shall be the "Market Price"); or (d) if the Common Stock is not
listed or admitted for trading on any national securities exchange or included
in the Nasdaq National Market or Nasdaq Small-Cap Market or quoted by NASDAQ
and there is no market maker in the Common Stock, the fair market value of
such shares as determined jointly by the Company and the Majority Noteholders,
or if no such determination can be reached within fifteen (15) days, such
determination shall be made by an appraiser who shall be mutually selected by
the Company and the Majority Noteholders, the costs of such appraiser to be
borne by the Company.
3. Registration, Transfer and Exchange of the Warrants
The Company will keep at its principal executive office a warrant
register in which, subject to such reasonable regulations as it may prescribe
but at its expense, it will provide for the registration, transfer and
exchange of the Warrants.
The Warrants may not be pledged, sold, assigned, hypothecated or
otherwise transferred until (a) a registration statement with respect thereto
is effective under the Securities Act and any applicable state securities laws
or (b) the Company receives an opinion of counsel to the Company or other
counsel to the Warrantholder, which other counsel is reasonably satisfactory
to the Company, that the Warrants may be pledged, sold, assigned, hypothecated
or transferred without an effective registration statement under the
Securities Act or applicable state securities laws.
The Warrantholder, at its option, may surrender this warrant certificate
for transfer or exchange at the principal executive office of the Company,
accompanied in the case of a transfer or assignment by a written instrument of
transfer or assignment in form satisfactory to the Company duly executed by
the registered Warrantholder thereof or by such Warrantholder's attorney duly
authorized in writing. In case any Warrantholder shall so request the
transfer, assignment or exchange of any warrant certificate, the Company, at
its expense, will execute and deliver (in each case insured to the
Warrantholder's reasonable satisfaction) in exchange therefor one or more new
warrant certificates, as may be requested by such Warrantholder, to purchase
the same aggregate number of Shares as are purchasable upon exercise of the
warrant certificate so surrendered.
Prior to due presentment for registration of transfer of this warrant
certificate, the Company shall deem and treat the Warrantholder as the
absolute owner of the Warrants (notwithstanding any notation of ownership or
other writing on this warrant certificate made by anyone other than the
Company) for the purpose of any exercise hereof or any distribution to the
Warrantholder and for all other purposes, and the Company shall not be
affected by any notice to the contrary.
4. Issuance of Shares
Subject to the restrictions set forth in Section 5 below, upon surrender
of the Warrants and payment of the Purchase Price as aforesaid, the Company
shall issue and deliver with all reasonable dispatch the certificate(s) for
the Shares to or upon the written order of the Warrantholder and in such name
or names as the Warrantholder may designate. Such certificate(s) shall
represent the number of Shares issuable upon the exercise of the Warrants,
together with a cash amount in respect of any fraction of a Share otherwise
issuable upon such exercise.
Certificates representing the Shares shall be deemed to have been issued
and the person so designated to be named therein shall be deemed to have
become a holder of record of such Shares simultaneously with the surrender of
the Warrants and payment of the Purchase Price as aforesaid; notwithstanding
that the transfer books for the shares of Common Stock or other classes of
stock purchasable upon the exercise of the Warrants shall then be closed or
the certificate(s) for the Shares in respect of which the Warrants is then
exercised shall not then have been actually delivered to the Warrantholder.
As soon as practicable after each such exercise of the Warrants, the Company
shall issue and deliver the certificate(s) for the Shares issuable upon such
exercise, registered as requested. The Warrants shall be exercisable, at the
election of the registered holder hereof, either as an entirety or from time
to time for part of the number of Shares specified herein. In the event that
only a portion of the Warrants is exercised at any time prior to the
Expiration Date, a new warrant certificate shall be issued to the
Warrantholder for the remaining number of Shares purchasable pursuant hereto.
In no event shall fractional Shares be issued with regard to the exercise of
the Warrants. The Company shall cancel the Warrants when they are surrendered
upon exercise.
5. Payment of Expenses, Taxes, etc. upon Exercise
The Company shall pay all documentary stamp taxes, if any, attributable
to the initial issuance of the Shares issuable upon the exercise of the
Warrants; including, without limitation, any tax or taxes which may be payable
in respect of any transfer involved in the issue or delivery of any
certificates for Shares in a name other than that of the Warrantholder upon
the exercise of the Warrants.
6. Lost, Stolen, or Mutilated Warrant Certificate
In case this 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 warrant certificate lost, stolen or destroyed, a new
warrant certificate of like tenor and representing an equivalent number of
Shares purchasable upon exercise, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction of such warrant
certificate and reasonable indemnity, if requested, also reasonably
satisfactory to the Company. No bond or other security shall be required from
the original Warrantholder in connection with the replacement by the Company
of a lost, stolen or mutilated warrant certificate.
7. Covenants of the Company
(a) The Company shall at all times through the Expiration Date
reserve and keep available, free from pre-emptive rights and out of its
aggregate authorized but unissued shares of Common Stock, the number of Shares
deliverable upon the exercise of the Warrants.
(b) The Company covenants that all Shares issued upon exercise of
the Warrants shall, upon issuance in accordance with the terms hereof, be
fully paid and nonassessable and free and clear of all Liens, claims, security
interests, pledges, charges, encumbrances, stockholders' agreements and voting
trusts created by the Company with respect to the issuance and holding
thereof.
8. Rights Upon Expiration
Unless the Warrants are surrendered and payment made for the Shares as
herein provided prior to the Expiration Date, this warrant certificate will
become wholly void and all rights evidenced hereby will terminate after such
time.
9. Adjustment for Certain Events
(a) In case the Company shall at any time after the date the
Warrants are first issued (i) declare a dividend on the Common Stock payable
in shares of the Company's capital stock (whether in shares of Common Stock or
of capital stock of any other class), (ii) subdivide the outstanding Common
Stock, (iii) reverse split the outstanding Common Stock into a smaller number
of shares, or (iv) issue any shares of the Company's capital stock in a
reclassification of the Common Stock (including any such reclassification in
connection with a consolidation or merger in which the Company is the
continuing corporation), then, in each case, the number and kind of shares of
capital stock issuable upon exercise of the Warrants on such date shall be
proportionately adjusted so that the holder of any Warrant exercised after
such time shall be entitled to receive the aggregate number and kind of
securities which, if such Warrant had been exercised immediately prior to such
date, such holder would have owned upon such exercise and been entitled to
receive by virtue of such dividend, subdivision, reverse split or
reclassification. Such adjustments shall be made successively whenever any
event listed above shall occur.
(b) In the event that at any time, as a result of an adjustment
made pursuant to Section 9 hereof, the holder of any Warrant thereafter
exercised shall become entitled to receive any shares of capital stock or
warrants or other securities of the Company other than the Shares, thereafter
the number of such other shares of capital stock or warrants or other
securities so receivable upon exercise of this Warrant shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Shares contained in this
Section 9, and the provisions of this warrant certificate with respect to the
Shares shall apply, to the extent applicable, on like terms to any such other
shares of capital stock or warrants or other securities.
(c) In case of any capital reorganization of the Company or of
any reclassification of the Common Stock (other than a change in par value or
from a specified par value to no par value or from no par value to a specified
par value or as a result of subdivision or combination) or in case of the
consolidation of the Company with, or the merger of the Company into, any
other corporation (other than a consolidation or merger in which the Company
is the continuing corporation) or of the sale of the properties and assets of
the Company as, or substantially as, an entirety, each Warrant shall, after
such reorganization, reclassification, consolidation, merger or sale, be
exercisable, upon the terms and conditions specified herein, for the number of
shares of Common Stock or other capital stock or warrants or other securities
or property to which a holder of the number of shares of Common Stock
purchasable (at the time of such reorganization, reclassification,
consolidation, merger or sale) upon exercise of such Warrant would have been
entitled upon such reorganization, reclassification, consolidation, merger or
sale; and in any such case, if necessary, the provisions set forth in this
Section 9(c) with respect to the rights and interests thereafter of the
registered holders of all Warrants shall be appropriately adjusted so as to be
applicable, as nearly as may reasonably be, to any shares of Common Stock or
other capital stock or warrants or other securities or property thereafter
deliverable on the exercise of the Warrants. The subdivision, reverse split
or combination of shares of Common Stock at any time outstanding into a
greater or lesser number of shares shall not be deemed to be a
reclassification of the Common Stock for the purposes of this Section 9(c).
(d) In any case in which this Section 9 shall require that an
adjustment in the number of Shares purchasable hereunder be made effective as
of a record date for a specified event, the Company may elect to defer until
the occurrence of such event issuing to the Warrantholder, if such
Warrantholder exercised any Warrant after such record date, shares of capital
stock or warrants or other securities of the Company, if any, issuable upon
such exercise over and above the Shares issuable prior to such adjustment;
provided, however, that the Company shall deliver to the holder a due bill or
other appropriate instrument evidencing such holder's right to receive such
shares of capital stock or warrants or other securities upon the occurrence of
the event requiring such adjustment.
10. Fractional Shares
Upon exercise of the Warrants the Company shall not be required to issue
fractional shares of Common Stock or other capital stock. In lieu of such
fractional shares, the Warrantholder shall receive an amount in cash equal to
the same fraction of the (i) current Market Price of one whole Share if clause
(a), (b) or (c) in the definition of Market Price in Section 2 above is
applicable or (ii) book value of one whole Share as reported in the Company's
most recent audited financial statements if clause (d) in the definition of
Market Price in Section 2 above is applicable. All calculations under this
Section 10 shall be made to the nearest cent.
11. Securities Act Legend
The Warrantholder shall not be entitled to any rights of a stockholder of
the Company with respect to any Shares purchasable upon the exercise hereof,
including voting, dividend or dissolution rights, until such Shares have been
paid for in full. As soon as practicable after such exercise, the Company
shall deliver a certificate or certificates for the securities issuable upon
such exercise, all of which shall be fully paid and nonassessable, to the
person or persons entitled to receive the same; provided, however, that, if
applicable, such certificate or certificates delivered to the holder of the
surrendered Warrants shall bear a legend reading substantially as follows:
"These securities have not been registered under the
Securities Act of 1933, as amended, or the securities
laws of any state and may not be sold or transferred
in the absence of such registration or any exemption
therefrom under such Act and laws, if applicable. The
Company, prior to permitting a transfer of these
securities, may require an opinion of counsel or other
assurances satisfactory to it as to compliance with or
exemption from such Act and laws."
12. Notice of Adjustment
(a) Upon any adjustment of the number of Shares issuable upon
exercise of the Warrants pursuant to Section 9 above, the Company, within
thirty (30) calendar days thereafter, shall have on file for inspection by the
Warrantholder a certificate of the Board of Directors of the Company setting
forth the number of Shares issuable upon exercise of the Warrants after such
adjustment, the method of calculation thereof in reasonable detail and the
facts upon which such calculations were based, which certificate shall be
conclusive evidence of the correctness of the matters set forth therein.
(b) In case:
(i) the Company shall authorize the issuance to all holders
of Common Stock of rights, options or warrants to subscribe for or purchase
capital stock of the Company or of any other subscription rights, options or
warrants; or
(ii) the Company shall authorize the distribution to all
holders of Common Stock of evidences of its indebtedness or assets (including,
without limitation, cash dividends or cash distributions payable out of
earnings, consolidated earnings, if the Company shall have one or more
subsidiaries, or earned surplus, or dividends payable in Common Stock); or
(iii) of any consolidation or merger to which the Company
is a party and for which approval of any stockholders of the Company is
required, of the conveyance or transfer of the properties and assets of the
Company substantially as an entirety or of any capital reorganization or any
reclassification of the Common Stock (other than a change in par value or from
a specified par value to no par value or from no par value to a specified par
value or as a result of a subdivision or combination); or
(iv) of the voluntary or involuntary dissolution,
liquidation or winding up of the Company; or
(v) the Company proposes to take any other action which
would require an adjustment of the number of Shares issuable upon exercise of
the Warrants pursuant to Section 9 above;
then, in each such case, the Company shall give to the Warrantholder at its
address appearing below at least twenty (20) calendar days prior to the
applicable record date hereinafter specified in (A), (B) or (C) below, by
first class mail, postage prepaid, a written notice stating (A) the date as of
which the holders of record of shares of Common Stock to be entitled to
receive any such rights, options, warrants or distribution are to be
determined or (B) the date on which any such consolidation, merger,
conveyance, transfer, reorganization, reclassification, dissolution,
liquidation or winding up is expected to become effective, and the date as of
which it is expected that holders of record of shares of Common Stock shall be
entitled to exchange such shares for securities or other property, if any,
deliverable upon such consolidation, merger, conveyance, transfer,
reorganization, reclassification, dissolution, liquidation or winding up or
(C) the date of such action which would require an adjustment of the number of
Shares issuable upon exercise of the Warrants. The failure to give the notice
required by this Section 12(b) or any defect therein shall not affect the
legality or validity of any such issuance, distribution, consolidation,
merger, conveyance, transfer, reorganization, reclassification, dissolution,
liquidation, winding up or other action or the vote upon any such action.
Except as provided herein, nothing contained herein shall be construed as
conferring upon the Warrantholder the right to vote on any matter submitted to
the stockholders of the Company for their vote or to receive notice of
meetings of stockholders or the election of directors of the Company or any
other proceedings of the Company, or any rights whatsoever as a stockholder of
the Company.
13. Notices
All notices and other communications provided for or permitted hereunder
shall be in writing and shall be deemed to have been duly given if delivered
personally or sent by telex or telecopier, registered or certified mail
(return receipt requested), postage prepaid or courier to the parties at the
following address (or at such other address for any party as shall be
specified by like notice, provided that notices of a change of address shall
be effective only upon receipt thereof). Notices sent by mail shall be
effective two (2) days after mailing; notices sent by telex shall be effective
when answered back, notices sent by telecopier shall be effective when receipt
is acknowledged, and notices sent by courier guaranteeing next day delivery
shall be effective on the next business day after timely delivery to the
courier.
(i) if to the Company:
DDL ELECTRONICS, INC.
2151 Anchor Court
Newbury Park, CA 91320
Attention: Chief Executive Officer
Telephone: (805) 376-9415
Telecopy: (805) 376-9015
(ii) if to the Warrantholder, at the address of such
Warrantholder as it appears on the warrant register.
14. Miscellaneous
(a) The Warrantholder shall be entitled to all the registration
and other rights, benefits and privileges set forth in the Registration Rights
Agreement and the Securities Purchase Agreement.
(b) All the covenants and provisions herein by or for the
benefit of the Company shall bind and inure to the benefit of and be
enforceable by the Company and its successors or assigns, and all of the
covenants and provisions herein for the benefit of the Warrantholder hereof
shall inure to the benefit of and be enforceable by the Warrantholder and its
successors or assigns.
(c) This warrant certificate shall be governed by, and construed
in accordance with, the laws of the State of New York applicable to contracts
made and to be performed entirely in the State of New York the internal laws
of such State.
The Company (i) hereby irrevocably submits to the jurisdiction of the
state courts of the State of New York and the jurisdiction of the United
States District Court for the Southern District of New York, for the purpose
of any suit, action or other proceeding arising out of or based upon this
warrant certificate or the subject matter hereof brought by the Warrantholder,
(ii) hereby waives and agrees not to assert, by way of motion, as a defense or
otherwise, in any such suit, action or proceeding, any claim that it is not
subject personally to the jurisdiction of the above-named courts, that its
property is exempt or immune from attachment or execution, that the suit,
action or proceeding is brought in an inconvenient forum, that the venue of
the suit, action or proceeding is improper or that this warrant certificate or
the subject matter hereof may not be enforced in or by such court and (iii)
hereby waives in any such action, suit, or proceeding any offsets or
counterclaims. The Company hereby consents to service of process by certified
mail at the address set forth herein and agrees that its submission to
jurisdiction and its consent to service of process by mail is made for the
express benefit of the Warrantholder. Final judgment against the Company in
any such action, suit or proceeding shall be conclusive and may be enforced in
other jurisdictions (A) by suit, action or proceeding on the conclusive
evidence of the fact and of the amount of any indebtedness or liability of the
Company therein described or (B) in any other manner provided by or pursuant
to the laws of such other jurisdiction; provided, however, that the
Warrantholder may at its option bring suit, or institute other judicial
proceedings, against the Company or any of its assets in any state or Federal
court of the United States or of any country or place where the Company or its
assets may be found.
(d) Nothing in this warrant certificate shall be construed to
give any person or corporation other than the Company and the Warrantholder
and its permitted transferees any legal or equitable right, remedy or claim
under this warrant certificate; but this warrant certificate shall be for the
sole and exclusive benefit of the Company and the Warrantholder and its
permitted transferees.
IN WITNESS WHEREOF, an authorized officer of the Company has signed and
delivered to the Warrantholder this warrant certificate as of the date first
written above.
DDL ELECTRONICS, INC.
By: _______________________________
Gregory L. Horton
President and Chief Executive Officer
ATTEST:
By: _________________________
C.L. Haslam
Secretary
[CORPORATE SEAL]
ELECTION TO PURCHASE
(To be executed by the registered holder if such holder desires to exercise
the within warrant certificate)
To: DDL Electronics, Inc.
2151 Anchor Court
Newbury Park, CA 91320
The undersigned hereby (1) irrevocably elects to exercise his or its
rights to purchase ____ shares of Common Stock covered by the within warrant
certificate, (2) makes payment in full of the Purchase Price by enclosure of
certain 10% Senior Secured Notes due June __, 1997, (3) requests that
certificates for such shares be issued in the name of:
Please print name, address and Social Security or Tax Identification Number:
_________________________________________________
_________________________________________________
_________________________________________________
and (4) if said number of shares shall not be all the shares evidenced by the
within warrant certificate, requests that a new warrant certificate for the
balance of the shares covered by the within warrant certificate be registered
in the name of, and delivered to:
Please print name and address:
__________________________________________________
__________________________________________________
__________________________________________________
In lieu of receipt of a fractional share of Common Stock, the
undersigned will receive a check representing payment therefor.
Dated:___________________ ________________________________
By: ____________________________
____________________________
By: ____________________________
President