CUSIP NO. 983701 400
XCL Ltd.
293,765 Units
Consisting of
Amended Series A, Cumulative Convertible Preferred Stock
and
Warrants to Purchase Shares of Common Stock
THIS GLOBAL UNIT IS COMPRISED OF THE ATTACHED GLOBAL
PREFERRED STOCK CERTIFICATE AND GLOBAL WARRANT.
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT",
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE
UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION
HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL
"ACCREDITED INVESTOR" (AS DEFINED IN RULE 501 (a)(1), (2),
(3) OR (7) UNDER THE SECURITIES ACT) (AN "ACCREDITED
INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING
THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
RULE 903 OR 904 UNDER THE SECURITIES ACT, (2) AGREES THAT IT
WILL NOT, WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF
THIS SECURITY, RESELL OR OTHERWISE TRANSFER THIS SECURITY
EXCEPT (A) TO XCL LTD. (THE "COMPANY") OR ANY SUBSIDIARY
THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN
INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH
TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A
U.S. BROKER DEALER) TO THE COMPANY AND THE TRUSTEE A SIGNED
LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE TRANSACTIONS ON TRANSFER OF THIS SECURITY
(THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE COMPANY
OR THE TRUSTEE AND WARRANT CLIENTS FOR THIS SECURITY), (D)
OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E)
PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE
144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (F) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM
THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIAL TO THE
EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF
THIS SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE
OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN
INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO
SUCH TRANSFER, FURNISH TO THE TRUSTEE OR THE WARRANT AGENT
AND THE COMPANY SUCH CERTIFICATIONS, WRITTEN LEGAL OPINIONS
OR OTHER INFORMATION AS ANY OF THEM MAY REASONABLY REQUIRE
TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED
HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES"
AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT.
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
WARRANT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED
IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR
A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE
FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN
THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE WARRANT AGREEMENT, AND NO
TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS
SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE
DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE
DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE
REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE WARRANT AGREEMENT.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
[FACE OF AMENDED SERIES A, CUMULATIVE CONVERTIBLE
PREFERRED STOCK CERTIFICATE]
Incorporated Under the Laws of Delaware
CUSIP No. _____________
NUMBER ______ SHARES __________
Amended Series A, Cumulative Convertible Preferred
Stock (par value $1.00 per share) of XCL Ltd.
THIS CERTIFIES THAT __________________________ is
the registered holder of
________________________________________ shares
transferable only on the books of the Corporation
by the holder hereof in person or by Attorney upon
surrender of this Certificate properly endorsed.
IN WITNESS WHEREOF, the said Corporation has caused
this Certificate to be signed by its duly
authorized officers and its Corporate Seal to be
hereunto affixed this _____ day of
________________, 19__.
_______________________ [CORPORATE SEAL] ______________________
Secretary/Treasurer Vice President/President
[REVERSE SIDE OF AMENDED SERIES A, CUMULATIVE
CONVERTIBLE PREFERRED STOCK CERTIFICATE]
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE
OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT
AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE
HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL
"ACCREDITED INVESTOR" (AS DEFINED IN RULE
501(a)(1), (2), (3), or (7) UNDER THE SECURITIES
ACT) (AN "ACCREDITED INVESTOR") OR (C) IT IS NOT A
U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR
904 UNDER THE SECURITIES ACT, (2) AGREES THAT IT
WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL
ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE
TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR
ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED
STATES TO A QUALIFIED INSTITUTIONAL BUYER IN
COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,
(C) INSIDE THE UNITED STATES TO AN INSITUTIONAL
ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSER,
FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S.
BROKER DEALER) TO THE COMPANY OR THE TRANSFER
AGENT, AS THE CASE MAY BE, A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS
SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED
FROM THE COMPANY OR TRANSFER AGENT FOR THIS
SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE
SECURITEIS ACT, (E) PURSUANT TO THE EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE), OR (F) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO
EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.
IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY
WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF
THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN
INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST,
PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY,
INITIAL PURCHASER OR THE TRANSFER AGENT SUCH
CERTIFICATIONS, WRITTEN LEGAL OPINIONS OR OTHER
INFORMATION AS EITHER OF THEM MAY REASONABLY
REQUIRED TO CONFIRM THAT SUCH TRANSFER IS BEING
MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, AS USED HEREIN,
THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES"
AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT.
THIS SECURITY IS SUBJECT TO A REGISTRATION RIGHTS
AGREEMENT DATED AS OF MAY 20, 1997 BETWEEN THE
COMPANY AND THE INITIAL PURCHASER, A COPY OF WHICH
IS ON FILE WITH THE SECRETARY OF THE COMPANY.
For Value Received ________________ hereby sell,
assign and transfer unto
__________________________________________
__________ Shares represented by the within
Certificate, and do hereby irrevocably constitute
and appoint ______________________________________
Attorney to transfer the said Shares on the books
of the within named Corporation with full power of
substitution in the premises.
Dated ________________________, 19__
In presence of
_________________________________
Notice: The signature of this assignment must
corresponde with the name as written upon the face
of the certificate in every particular without
alteration or enlargement or any change whatever.
[EQUITY]
WARRANT CERTIFICATE
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE
UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS EXCEPT ASSET FORTH BELOW. BY ITS ACQUISITION
HEREOF, THE HOLDER (1)REPRESENTS THAT (A) IT IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED
INVESTOR" ( AS DEFINED IN RULE 501(a)(l), (2), (3) OR (7)
UNDER THE SECURITIES ACT)(AN "ACCREDITED INVESTOR") OR (C)
IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR 904
UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN
TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY
RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO XCL
LTD. (THE "COMPANY") OR ANY SUBSIDIARY THEREOF, (B) INSIDE
THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN
COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,
(C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED
INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR
FURNISHES ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE
COMPANY AND THE WARRANT AGENT A SIGNED LETTER CONTAINING
CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
RESTRICTIONS ON TRANSFER OF THIS SECURITY, (D) OUTSIDE THE
UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE), OR (F) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS
SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT
OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS
SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF
THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN
INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO
SUCH TRANSFER, FURNISH TO THE WARRANT AGENT AND THE COMPANY
SUCH CERTIFICATIONS, WRITTEN LEGAL OPINIONS OR OTHER
INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO
CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED
HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES"
AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT. THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.
THIS SECURITY IS SUBJECT TO A REGISTRATION RIGHTS
AGREEMENT DATED AS OF MAY 20, 1997 BETWEEN THE COMPANY AND
JEFFERIES & COMPANY, INC., A COPY OF WHICH IS ON FILE WITH
THE SECRETARY OF THE COMPANY.
CUSIP #983701-145
No. RE-__ _____ Warrants
WARRANT CERTIFICATE
XCL LTD.
This Warrant Certificate certifies that ___________
________________ or registered assigns, is the registered
holder of ________________ Warrants (the "Warrants") to
purchase shares of Common Stock, par value $0.01 per share
(the "Common Stock"), of XCL Ltd., a Delaware corporation
(the "Company"). Each Warrant entitles the holder to
purchase from the Company at any time on or after the later
of May 20, 1998 or such date on which the Company has
reserved or has available a sufficient number of shares of
its Common Stock to permit exercise of all outstanding
Warrants and until 5:00 p.m., New York City time, on May 20,
2004 (the "Expiration Date"), 327 fully paid and non
assessable shares of Common Stock (as such number may be
adjusted from time to time, the "Shares", which may also
include any other securities or property purchasable upon
exercise of a Warrant, such adjustment and inclusion each as
provided in the Warrant Agreement) at the exercise price
(the "Exercise Price") of $0.2063 per Share upon surrender
of this Warrant Certificate and payment of the Exercise
Price at any office or agency maintained for that purpose by
the Company (the "Warrant Agent Office"), subject to the
conditions set forth herein and in the Warrant Agreement.
The Exercise Price shall be payable in cash or by
certified or official bank check in the lawful currency of
the United States of America which as of the time of payment
is legal tender for payment of public or private debts. The
Company has initially designated its principal executive
offices in Lafayette, Louisiana, as the initial Warrant
Agent Office. The number of Shares issuable upon exercise
of the Warrants ("Exercise Rate") is subject to adjustment
upon the occurrence of certain events set forth in the
Warrant Agreement.
Any Warrants not exercised on or prior to 5:00
p.m., New York City time, on May 20, 2004 shall
thereafter be void.
Reference is hereby made to the further
provisions on the reverse hereof, which provisions
shall for all purposes have the same effect as though
fully set forth at this place. Capitalized terms
used in this Warrant Certificate but not defined
herein shall have the meanings ascribed thereto in
the Warrant Agreement.
This Warrant Certificate shall not be valid unless
authenticated by the Warrant Agent, as such term is
used in the Warrant Agreement. Initially, the
Company shall act as its own Warrant Agent.
THE WARRANTS REPRESENTED BY THIS WARRANT
CERTIFICATE SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK.
WITNESS the corporate seal of the Company and the
signatures of its duly authorized officers.
Dated: May 20, 1997
XCL LTD.
By:___________________________
Marsden W. Miller, Jr.
Chairman and Chief
Executive Officer
Attest:
By:_______________________________
David A. Melman
Secretary
Certificate of Authentication:
This is one of the Warrants
referred to in the within-
mentioned Warrant Agreement:
XCL LTD.,
as Warrant Agent
By:_____________________________
Authorized Signatory
GLOBAL WARRANT CERTIFICATE REVERSE
XCL LTD.
The Warrants evidenced by this Warrant
Certificate are part of a duly authorized issue of
Warrants, each of which represents the right to
purchase at any time on or after the later of May
20, 1998, or such date on which the Company has
reserved or has available a sufficient number of
shares of its Common Stock to permit exercise of
all outstanding Warrants and until 5:00 p.m., New
York City time, on May 20, 2004, 327 Shares,
subject to adjustment as set forth in the Warrant Agreement.
The Warrants are issued pursuant to a Warrant Agreement
dated as of May 20, 1997 (the "Warrant Agreement"),
duly executed and delivered by the Company for the
benefit of the holders from time to time of the Warrant
Certificates, which Warrant Agreement is hereby
incorporated by reference in and made a part of
this instrument and is hereby referred to for a
description of the rights, limitation of rights,
obligations, duties and immunities thereunder of
the Warrant Agent, the Company and the holders (the
words "holders" or holder" meaning the registered
holders or registered holder) of the Warrant
Certificates. Warrants may be exercised by
(i) surrendering at any Warrant Agent Office this
Warrant Certificate with the form of Election to
Exercise set forth hereon duly completed and
executed and (ii) paying in full the Warrant
Exercise Price for each such Warrant exercised and
any other amounts required to be paid pursuant to
the Warrant Agreement.
If all of the items referred to in the last
sentence of the preceding paragraph are received by
the Warrant Agent at or prior to 2:00 p.m., New
York City time, on a Business Day, the exercise of
the Warrant to which such items relate will be
effective on such Business Day. If any items
referred to in the last sentence of the preceding
paragraph are received after 2:00 p.m., New York
City time, on a Business Day, the exercise of the
Warrants to which such item relates will be deemed
to be effective on the next succeeding Business
Day. Notwithstanding the foregoing, in the case of
an exercise of Warrants on the Expiration Date, if
all of the items referred to in the last sentence
of the preceding paragraph are received by the
Warrant Agent at or prior to 5:00 p.m., New York
City time, on such Expiration Date, the exercise of
the Warrants to which such items relate will be
effective on the Expiration Date.
Subject to the terms of the Warrant Agreement,
as soon as practicable after the exercise of any
Warrant or Warrants, the Company shall issue or
cause to be issued to or upon the written order of
the registered holder of this Warrant Certificate,
a certificate or certificates evidencing the Share
or Shares to which such holder is entitled, in
fully registered form, registered in such name or
names as may be directed by such holder pursuant to
the Election to Exercise, as set forth on the
reverse of this Warrant Certificate. Such
certificate or certificates evidencing the Share or
Shares shall be deemed to have been issued and any
persons who are designated to be named therein
shall be deemed to have become the holder of record
of such Share or Shares as of the close of business
on the date upon which the exercise of this Warrant
was deemed to be effective as provided in the
preceding paragraph.
The Company will not be required to issue
fractional shares of Common Stock upon exercise of
the Warrants or distribute Share certificates that
evidence fractional shares of Common Stock. In
lieu of fractional shares of Common Stock, there
shall be paid to the registered Holder of this
Warrant Certificate at the time such Warrant
Certificate is exercised an amount in cash equal to
the same fraction of the current market price per
share of Common Stock as determined in accordance
with the Warrant Agreement.
Warrant Certificates, when surrendered at any
Warrant Agent Office by the holder thereof in
person or by legal representative or attorney duly
authorized in writing, may be exchanged for a new
Warrant Certificate or new Warrant Certificates
evidencing in the aggregate a like number of
Warrants, in the manner and subject to the
limitations provided in the Warrant Agreement,
without charge except for
any tax or other governmental charge imposed in
connection therewith.
Upon due presentment for registration of transfer
of this Warrant Certificate at any office or agency
maintained by the Company for that purpose, a new
Warrant Certificate evidencing in the aggregate a
like number of Warrants shall be issued to the
transferee in exchange for this Warrant
Certificate, subject to the limitations provided in
the Warrant Agreement, without charge except for
any tax or other governmental charge imposed in
connection therewith.
The Company and the Warrant Agent may deem and treat
the registered holder hereof as the absolute owner
of this Warrant Certificate (notwithstanding any
notation of ownership or other writing hereon made
by anyone) for the purpose of any exercise hereof
and for all other purposes, and neither the Company
nor the Warrant Agent shall be affected by any
notice to the contrary.
The term "Business Day" shall mean any day on which
(i) banks in New Orleans, (ii) the principal
national securities exchange or market on which the
Common Stock is listed or admitted to trading and
(iii) the principal national securities exchange or
market, if any, on which the Warrants are listed or
admitted to trading are open for business.
ELECTION TO EXERCISE
(To be executed upon exercise of Warrants on the Exercise Date)
The undersigned hereby irrevocably elects to exercise
_______________ of the Warrants represented by this
Warrant Certificate and purchase the whole number
of Shares issuable upon the exercise of such
Warrants and herewith tenders payment for such
Shares in the amount of $_____in cash or by
certified or official bank check, in accordance
with the terms hereof. The undersigned requests
that a certificate representing such Shares be
registered in the name of _________________, whose
address is _____________, and that such certificate
be delivered to ____________, whose address is
____________________. Any cash payments to be paid
in lieu of a fractional Share should be made to
__________, whose address is _____________________,
and the check representing payment thereof should
be delivered to _______________, whose address is
_______________________.
Name of holder of
Warrant Certificate:_________________________
(Please Print)
Tax Identification or
Social Security Number:_________________________
Signature:_____________________________________
Note: The above signature must
correspond with the name as
written upon the face of this Warrant
Certificate in every
particular, without alteration
or enlargement or any change
whatever.
Dated ______________ , ___
ASSIGNMENT
For value received,_________________________________ hereby sells,
assigns and transfers unto _________________________________ the within
Warrant Certificate, together with all right, title
and interest therein, and does hereby irrevocably
constitute and appoint _________________________________
attorney, to transfer said Warrant Certificate on the books of
the within-named Company, with full power of
substitution in the premises.
Dated _________________ , ____
Signature:________________________
Note: The above signature must
correspond with the name as
written upon the face of this
Warrant Certificate in every
particular, without alteration
or enlargement
or any change whatever.