THESE SECURITIES HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933. THEY MAY
NOT BE SOLD OR OTHERWISE TRANSFERRED
UNLESS THEY ARE REGISTERED UNDER SUCH ACT
AND APPLICABLE STATE SECURITIES LAWS OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.
7,500 Warrants
Void after 5:00 p.m. New York time on October 6. 2004
WARRANT TO PURCHASE COMMON STOCK
OF
DEL GLOBAL TECHNOLOGIES CORP.
This warrant certificate ("Warrant Certificate") certifies that for
value received, Steven Anreder, 10 East 40th Street, Suite 1308, New
York, SS# ###-##-#### is the owner of the number of warrants
("Warrants") specified above, each of which entitles the holder thereof
to purchase, at any time on or before the Expiration Date, as
hereinafter defined, one fully paid and non-assessable share ("Share")
of common stock, par value $.10 per share ("Common Stock"), of Del
Global Technologies Corp. (the "Company"), a New York corporation, at a
purchase price of SEVEN DOLLARS AND SIXTY NINE CENTS ($7.69) per share
in lawful money of the United States of America in cash or by check or
a combination of cash and check, subject to adjustment as hereinafter
provided.
1. Warrant; Exercise Price; Payout Amount.
1.1. Each Warrant shall entitle the Warrant Holder the right to
purchase one Share of Common Stock of the Company (individually, a "Warrant
Share"; severally, the "Warrant Shares").
1.2. The purchase price payable upon exercise of each Warrant
("Exercise Price") shall be SEVEN DOLLARS AND SIXTY NINE CENTS ($7.69), subject
to adjustment as hereinafter provided. The Exercise Price and number of
Warrants evidenced by each Warrant Certificate are subject to adjustment as
provided in Section 7 hereof.
2. Exercise of Warrant; Expiration Date.
2.1. This Warrant Certificate is exercisable, in whole or from
time to time in part, at the option of the Warrant Holder, at any time after the
date of issuance and on or before the Expiration Date, upon surrender of this
Warrant Certificate to the Company together with a duly completed exercise form
and payment of the Exercise Price. In the case of exercise of less than all the
Warrants represented by this Warrant Certificate, the Company shall cancel the
Warrant Certificate upon the surrender thereof and shall execute and deliver a
new Warrant Certificate for the balance of such Warrants.
2.2. The term "Expiration Date" shall mean 5:00 p.m. New York time
on October 6, 2004, or if such date shall in the State of New York be a holiday
or a day on which banks are authorized to close, then 5:00 p.m. New York time
the next following day which in the State of New York is not a holiday or a day
on which banks are authorized to close, or in the event of any merger,
consolidation, or sale of all or substantially all the assets of the Company as
an entirety resulting in any distribution to the Company's stockholders prior to
the Expiration Date, the Warrant Holder shall have the right to exercise this
Warrant commencing at such time through the Expiration Date into the kind and
amount of shares of stock and other securities and property (including cash)
receivable by a holder of the number of shares of Common Stock into which this
Warrant might have been exercisable immediately prior thereto.
3. Registration and Transfer on Company Books.
3.1. The Company shall maintain books and records for the
registration and transfer of Warrant Certificates.
3.2. Prior to due presentment for registration of transfer of this
Warrant Certificate, the Company may deem and treat the registered holder as the
absolute owner thereof.
3.3. The Company shall register upon its books any transfer of a
Warrant Certificate upon surrender of same to the Company accompanied by a
written instrument of transfer duly executed by the registered holder. Upon any
such registration of transfer, new Warrant Certificate(s) shall be issued to the
transferee(s) and the surrendered Warrant Certificate shall be canceled by the
Company. A Warrant Certificate may also be exchanged, at the option of the
holder, for new Warrant
2
Certificates representing in the aggregate the number of Warrants evidenced by
the Warrant Certificate surrendered.
4. Reservation of Shares. The Company covenants that it will at all
times reserve and keep available out of its authorized Common Stock, solely for
the purpose of issuance upon exercise of the Warrants, such number of shares of
Common Stock as shall then be issuable upon the exercise of all outstanding
Warrants. The Company covenants that all shares of Common Stock which shall be
issuable upon exercise of the Warrants shall be duly and validly issued and
fully paid and non-assessable and free from all taxes, liens and charges with
respect to the issuance thereof, and that upon issuance such shares shall be
listed on each national securities exchange, if any, on which the other shares
of outstanding Common Stock of the Company are then listed.
5. Exchange, Transfer, Assignment, Loss or Mutilation of Warrant
Certificate. This Warrant Certificate is exchangeable, without expense, at the
option of the Warrant Holder, upon presentation and surrender hereof to the
Company or at the office of its stock transfer agent, if any, for other Warrants
of different denominations entitling the holder thereof to purchase in the
aggregate the same number of shares of Common Stock purchasable hereunder. This
Warrant Certificate may be transferred or assigned by the Warrant Holder upon
surrender of this Warrant Certificate to the Company at its principal office or
at the office of its transfer agent, if any, with the Assignment Form annexed
hereto duly executed and funds sufficient to pay any transfer tax. Upon such
surrender the Company shall, without charge, execute and deliver a new Warrant
Certificate in the name of the assignee named in such instrument of assignment
and this Warrant Certificate shall be promptly canceled. This Warrant may be
divided or combined with other warrants which carry the same rights upon
presentation hereof at the principal office of the Company or at the office of
its stock transfer agent, if any, together with a written notice specifying the
names and denominations in which new Warrants are to be issued and signed by the
Warrant Holder hereof. The term "Warrant Certificate" as used herein includes
any Warrant Certificates into which this Warrant Certificate may be divided or
exchanged. Upon receipt by the Company of reasonable evidence of the ownership
of and the loss, theft, destruction or mutilation of this Warrant Certificate
and, in the case of loss, theft or destruction, of indemnity reasonably
satisfactory to the Company, or, in the case of mutilation, upon surrender and
cancellation of the mutilated Warrant Certificate, the Company shall execute and
deliver in lieu thereof a new Warrant Certificate of like tenor and date
representing an equal number of Warrants.
6. Rights of the Holder. The Warrant Holder shall not, by virtue
hereof, be entitled to any voting or other rights of a stockholder in the
Company, either at law or equity, and the rights of the Warrant Holder are
limited to
3
those expressed in the Warrant Certificate and are not enforceable against the
Company except to the extent set forth herein.
7. Adjustment of Exercise Price and Number of Shares Deliverable. The
Exercise Price and the number of shares of Common Stock purchasable pursuant to
each Warrant shall be subject to adjustment from time to time as hereinafter set
forth in this Section 7:
(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 Price in effect at the time of the
record date for such dividend or distribution or of 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 made successively whenever any event listed above
shall occur.
(b) Whenever the Exercise Price payable upon exercise of each
Warrant is adjusted pursuant to Subsection (a) above, the number of
Shares purchasable upon exercise of this Warrant shall simultaneously
be adjusted by multiplying the number of Shares initially issuable
upon exercise of this Warrant by the Exercise Price in effect on the
date hereof and dividing the product so obtained by the Exercise
Price, as adjusted.
(c) Notwithstanding the provisions of Subsections (a) and (b) of
this Section 7, no adjustment in the Exercise Price shall be required
unless such adjustment would require an increase or decrease of at
least five cents ($0.05) in such price; provided, however, that any
adjustments which by reason of this Subsection (c) 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 7 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 7 to the contrary
4
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 7, 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 holders of Common
Stock or securities convertible into Common Stock (including
Warrants).
(d) Whenever the Exercise Price is adjusted as herein provided,
the Company shall promptly cause a notice setting forth the adjusted
Exercise Price and adjusted number of Shares issuable upon exercise of
each Warrant, and if requested by the Warrant Holder, information
describing the transactions giving rise to such adjustments, to be
mailed to the Warrant Holders at their last addresses appearing in the
books and records of the Company, 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 7, and a
certificate signed by such firm shall be conclusive evidence of the
correctness of such adjustment.
(e) In the event that at any time, as a result of an adjustment
made pursuant to Subsection (a) above, the Warrant Holder of this
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 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 (c), inclusive above.
(f) Irrespective of any adjustments in the Exercise Price or the
number or kind of shares purchasable upon exercise of this Warrant,
Warrants theretofore or thereafter issued may continue to express the
same price and number and kind of shares as are stated in the similar
Warrants initially issuable pursuant to this Warrant Certificate.
5
8. Fractional Shares. No certificate for fractional Shares shall be
issued upon the exercise of the Warrants. With respect to any fraction of a
Share called for upon any exercise hereof, the Company shall pay to the Warrant
Holder an amount in cash equal to such fraction calculated to the nearest cent
multiplied by the current market value of a Share, determined as follows:
(a) If the Common Stock is listed on a national securities
exchange or admitted to unlisted trading privileges on such exchange
or listed for trading on the NASDAQ system, the current market value
of a Share shall be the last reported sale price per Share of the
Common Stock on such exchange or system on the last business day prior
to the date of exercise of this Warrant or if no such sale is made on
such day, the average of the closing bid and asked prices per Share
for such day on such exchange or system; or
(b) If the Common Stock is not so listed or admitted to unlisted
trading privileges, the current market value of a Share shall be the
mean of the last reported bid and asked prices per Share reported by
the National Quotation Bureau, Inc. on the last business day prior to
the date of the exercise of this Warrant; or
(c) If the Common Stock is not so listed or admitted to unlisted
trading privileges and bid and asked prices are not so reported, the
current market value of a Share 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 date of the exercise of the Warrant,
determined in such reasonable manner as may be prescribed by the Board
of Directors of the Company.
9. Officer's Certificate. Whenever the Exercise Price shall be adjusted
as required by the provisions of Section 7 hereof, the Company shall forthwith
file in the custody of its Secretary or Assistant Secretary at its principal
office and with its stock transfer agent, if any, an officer's certificate
showing the adjusted Exercise Price as herein provided setting forth in
reasonable detail the facts requiring such adjustment, including a statement of
the number of additional shares of Common Stock, if any, and such other facts as
shall be necessary to show the reason for and the manner of computing such
adjustment. Each such officer's certificate shall be made available at all
reasonable times for inspection by the holder or any holder of a Warrant
executed and delivered pursuant to Section 2, and the Company shall, forthwith
after each such adjustment, mail a copy by certified mail of such certificate to
the Warrant Holder or any such holder.
6
10. Notices to Warrant Holders. So long as this Warrant shall be
outstanding, (i) if the Company shall pay any dividend or make any distribution
upon the Common Stock; or (ii) if the Company shall offer to the holders of
Common Stock for subscription or purchase by them any shares of any class or any
other rights; or (iii) if any capital reorganization of the Company,
reclassification of the capital stock of the Company, consolidation or merger of
the Company with or into another corporation, sale, lease or transfer of all or
substantially all of the property and assets of the Company to another
corporation, or voluntary or involuntary dissolution, liquidation or winding up
of the Company shall be effected, then in any such case, the Company shall cause
to be mailed by certified mail to the Warrant Holder, at least fifteen days
prior to the date specified in (x) or (y) below, as the case may be, a notice
containing a brief description of the proposed action and stating the date on
which (x) a record is to be taken for the purpose of such dividend, distribution
or rights, or (y) such reclassification, reorganization, consolidation, merger,
conveyance, lease, dissolution, liquidation or winding up is to take place and
the date, if any, which is to be fixed, as of which the holders of Common Stock
or other securities shall receive cash or other property deliverable upon such
reclassification, reorganization, consolidation, merger, conveyance,
dissolution, liquidation or winding up.
11. Reclassification, Reorganization or Merger. 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 this
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
Warrant Holder shall have the right thereafter by exercising this Warrant at any
time prior to the expiration of the 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 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
Warrant. The foregoing provisions of this Section 11 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,
7
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 than Common Stock, any such issue shall be treated
as an issue of Common Stock covered by the provisions of Subsection (a) of
Section 7 hereof.
12. Voluntary Adjustment by the Company. The Company may, at its
option, at any time prior to the Expiration Date, reduce the then current
Exercise Price to any amount deemed appropriate by the Board of Directors of the
Company and/or extend the date of the expiration of the Warrants.
13. Registration Under the Securities Act of 1933. The Warrant Holder
shall be entitled to the following registration rights;
(a) Demand Rights. The Company covenants and agrees that, during
the two (2) year period commencing on the exercise of this warrant,
within forty-five (45) days after the receipt of a written request
from the Warrant holder, or a majority of holders if there is more
than one holder, that he desires and intends to transfer all or a
portion of his Shares under such circumstances that a public offering,
within the meaning of the Securities Act of 1933, as amended (the
"Act"), will be involved, the Company shall file with the Securities
and Exchange Commission (the "Commission") with all deliberate speed a
Registration Statement on Form S-3 (or any shortform successor
thereto), or if not eligible for the use of Form S-3, any other Form,
covering all such securities and use its best efforts to cause such
Registration Statement with respect to such securities to become
effective under the Act. The Company shall pay all costs of preparing
and filing such Registration Statement. The Company shall not be
required to comply with more than one request for registration
pursuant to this Section 13(a). The Company need not comply with any
request for registration pursuant to this Section 13(a) if at such
time the Company would be required to use, in connection with the
filing of the Registration Statement, pursuant to the requirements of
the Act and the rules and regulations of the Commission thereunder,
audited financial statements as of a date other than the end of a
fiscal year of the Company. If the Company includes Shares to be sold
by it in any registration requested pursuant to
8
this Section 13(a), such registration shall be deemed to have been a
registration under Section 13 (b).
(b) Piggyback Rights. If at any time after the date hereof, the
Company shall propose to file a registra tion statement ("Registration
Statement") under the Act (o ther than a reorganization or an offering
pursuant to a stock option or other employee benefit plan or an of
fering on Form S-4 or S-5 (or any successor forms thereto) relating to
an acquisition of another corporation), then, during the two(2) year
period commencing on the date hereof, and subject to Subsection (3) of
this Section 13(b), the Company shall in each case deliver written
notice thereof to the Holder of this Warrant or of the Warrant Shares
and/or any then holder of Warrants or Warrant Shares (such persons
being collectively referred to herein as " holders") at least 15 days
before the anticipated filing date. Such notice shall offer to each
holder the option to include Warrant Shares in such Registration
Statement, subject to the conditions set forth in this Section 13(b);
provided, however, that the Company shall be under no obligation to
register Warrant Shares of any holder if in the opinion of counsel to
such holder no registration under the Act is required with respect to
a public disposition of such Warrant Shares.
(1)Should a holder desire to have any Warrant Shares
registered under this Section 13(b), such holder shall so advise
in writing no later than 15 days after the date of receipt by the
holder of the Company's written notice, setting forth the number
of such Warrant Shares for which registration is requested.
Subject to Subsection (3) of this Section 13(b), the Company
shall thereupon include in such Registration Statement such
Warrant Shares.
(2)Neither the giving of notice by the Company nor any
request by any holders to register Warrant Shares pursuant to
this Section 13(b) shall in any way obligate the Company to file
any such Registration Statement, and notwithstanding the filing
of such Registration Statement, the Company may, at any time
prior to the effective date thereof, determine not to offer the
securities to which such registration relates and/or withdraw the
Registration Statement from the Commission, without liability of
the Company to any holders.
9
(3)If the securities covered by such Registration Statement
are to be sold by underwriters in an underwritten public offering
(including, without limitation, a so-called "best efforts"
undertaking by an underwriter), the Company shall use its best
efforts to cause the managing underwriter, if any, of a proposed
offering to grant a request by a holder that Warrant Shares be
included in the proposed offering on terms and conditions which
are customary industry practice for such underwriter under the
existing circumstance, provided that any Warrant Shares to be
sold by holders pursuant to this Section 13(b), shall be sold or
distributed in a manner identical to the manner in which the
securities which are the subject of such Registration Statement
are to be sold or distributed. Notwithstanding the foregoing, if
any such managing underwriter shall advise the Company in writing
that, in good faith and in its reasonable opinion, the
distribution of Warrant Shares requested to be included in the
Registration Statement concurrently with the securities being
registered by the Company would adversely affect the distribution
of such securities by such underwriters, the Company shall give
notice of such determination to the holders requesting
registration, and the number of Warrant Shares proposed to be
offered by the holders and any other persons other than the
Company shall be reduced pro rata (as specified by the Company in
such notice) to aggregate a quantity of Warrant Shares (so
specified) which said managing underwriter shall not consider
excessive.
(4)The rights of holders to have their Warrant Shares be
included in any Registration Statement pursuant to the provisions
of Section 13(b) of this Warrant Certificate, shall be subject to
the condition that the holders requesting registration shall
furnish to the Company in writing such information and documents
as may be reasonably required to properly prepare and file such
Registration Statement in accordance with applicable provisions
of the Act.
(5)The Company shall bear the entire cost and expense of any
registration of securities initiated by it notwithstanding that
Warrant Shares may be included in any such registration. Any
holder whose Warrant Shares are included in any such registration
statement pursuant to this Section 13(b) shall, however, bear the
fees of his own counsel and any registration
10
fees, transfer taxes or underwriting discounts or commissions
applicable to the Warrant Shares sold by him pursuant thereto.
(c) Indemnification. (i) The Company shall indemnify and
hold harmless each such holder and each underwriter, within the
meaning of the Act, who may purchase from or sell for any such
holder any Warrant Shares (collectively, "Indemnified Persons")
from and against any and all losses, claims, damages and
liabilities caused by any untrue statement or alleged untrue
statement of a material fact contained in the Registration
Statement or any post-effective amendment thereto or any
registration statement under the Act or any prospectus included
therein required to be filed or furnished by reason of this
Section 13 or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except
insofar as such losses, claims, damages or liabilities are caused
by any such untrue statement or alleged untrue statement or
omission or alleged omission based upon information furnished or
required to be furnished in writing to the Company by such holder
or underwriter expressly for use therein, which indemnification
shall include each person, if any, who controls any such
underwriter within the meaning of such Act; provided, however,
that the Company shall not be obliged so to indemnify any such
holder, underwriter or controlling person unless such holder,
underwriter or controlling person shall at the same time
indemnify the Company, its directors, each officer signing the
related registration statement and each person, if any, who
controls the Company within the meaning of such Act, from and
against any and all losses, claims, damages and liabilities
caused by any untrue statement or alleged untrue statement of a
material fact contained in any registration statement or any
prospectus required to be filed or furnished by reason of this
Section 13 or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, insofar
as such losses, claims, damages or liabilities are caused by any
untrue statement or alleged untrue statement or omission or
alleged omission based upon information furnished or required to
be furnished in writing to the Company by any such holder,
underwriter or controlling person expressly for use therein.
11
(ii) The holders registering Warrant Shares pursuant to this
Warrant Certificate shall indemnify and hold harmless the
Company, its directors and officers, and each person, if any who
controls the Company within the meaning of either Section 15 of
the Act or Section 20 of the Securities Exchange Act of 1934, as
amended ("Exchange Act"), to the same extent as the indemnity
from the Company to each Indemnified Person set forth in
paragraph (i) of this Subsection (c), but only with respect to
information relating to such Indemnified Person furnished in
writing by such Indemnified Person to the Company expressly for
use in the Registration Statement or related Prospectus
(preliminary or final), or any amendment or supplement thereto.
In case any action or proceeding shall be brought against the
Company or its directors or officers or any such controlling
person, in respect of which indemnity may be sought against a
holder, each shall have the rights and duties given to the
Company and the Company or its directors or its officers or its
controlling persons each shall have the rights and duties given
to a holder by Subsection (c).
(iii) In order to provide for just and equitable
contribution in circumstances in which the indemnification
provided for in this Section 13(c) is due in accordance with its
terms but is, for any reason, held by a court to be unavailable,
the Company and the holders shall contribute to the aggregate
losses, claims, damages and liabilities (including reasonable
legal or other expenses incurred in connection with investigation
or defending of same) to which the Company and the holders may be
subject based on their comparative fault; provided, however, that
no holder shall have any liability hereunder in excess of the
gross proceeds realized by such holder from the sale by it of the
Warrant Shares to which the third party claim relates; provided,
further, however, that no person who has committed an intentional
misrepresentation shall be entitled to contribution from any
person who has not committed an intentional misrepresentation.
For the purposes of this paragraph (iii) any person controlling,
controlled by or under common control with the holders, or any
partner, director, officer, employee, representative or agent of
any thereof, shall have the same rights to contribution as the
holders, and each person who controls the Company within the
meaning of Section 15 of the Act or Section 20 of the Exchange
Act, each officer and each director of the Company shall have the
same rights to contribution as the Company. Any party entitled to
contribution shall, promptly after
12
receipt of notice of commencement of any action, suit or
proceeding against such party in respect of which a claim for
contribution may be made against the other party under this
paragraph (iii), notify such party from whom contribution may be
sought, but the omission to so notify such party shall not
relieve the party from which contribution may be sought from any
obligation it or they may have hereunder or otherwise.
The Company's agreements with respect to Warrant Shares in this Section
13 shall continue in effect regardless of the exercise and surrender of this
Warrant.
14. Governing Law. This Warrant Certificate shall be governed by,
enforced and construed in accordance with the laws of the State of New York
without regard to the principles of conflicts of law thereof. IN WITNESS
WHEREOF, the Company has caused this Warrant Certificate to be duly executed by
its officers thereunto duly authorized and its corporate seal to be affixed
herein.
DEL GLOBAL TECHNOLOGIES CORP.
By:/S/LEONARD A. TRUGMAN
---------------------
Name: Leonard A. Trugman
Title: Chairman, CEO and President
[SEAL]
Dated: January 11, 2000
Attest:
/S/MICHAEL TABER
- ---------------------------
Michael Taber, Secretary
13
EXERCISE FORM
Dated: ________________, 20__
The undersigned hereby irrevocably elects to exercise the right to
purchase __________ shares of Common Stock covered by this Warrant according to
the conditions hereof and herewith makes payment of the Exercise Price for such
shares in full.
--------------------------------
Signature [Print Name]
--------------------------------
(STREET ADDRESS)
--------------------------------
(CITY) (STATE) (ZIP CODE)
14
ASSIGNMENT FORM
FOR VALUE RECEIVED, ___________________________________________________
hereby sells, assigns and transfers unto
Name _________________________________________________________________________
(Please typewrite or print in bold letters)
Address_______________________________________________________________________
the right to purchase Common Stock represented by this Warrant to the extent of
__________ shares as to which such right is exercisable and does hereby
irrevocably constitute and appoint _____________________ Attorney, to transfer
the same on the books of the Company with full power of substitution in the
premises.
Date _____________, 20__
Signature __________________________
[PRINT NAME]
15