EXHIBIT 4.13
____________
THE WARRANTS AND WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND THE WARRANTS AND THE WARRANT
SHARES MAY NOT BE SOLD UNLESS THERE IS A REGISTRATION STATEMENT IN
EFFECT COVERING THE WARRANTS AND WARRANT SHARES OR THERE IS
AVAILABLE AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT OF 1933 AS AMENDED.
Void after 5:00 p.m. New York Time, on the Expiration Date.
Warrant to Purchase 15,000 Shares of Common Stock.
WARRANT TO PURCHASE COMMON STOCK
OF
CADIZ INC.
(First Warrant - B)
This is to Certify that, FOR VALUE RECEIVED, OZF Credit
Opportunities Master Fund, Ltd. ("OZF"), or assigns ("Holder"), is
entitled to purchase, subject to the provisions of this Warrant, from
Cadiz Inc., a Delaware corporation ("Company"), Fifteen Thousand (15,000)
shares of Common Stock, $0.01 par value, of the Company ("Common Stock")
at a price of Seven Dollars and Seventy-Five Cents ($7.75) per share at
any time during the period commencing on the date set forth on the
signature page hereof (the "Initial Exercise Date") to the third
anniversary of the Initial Exercise Date (the "Expiration Date"), but not
later than 5:00 p.m., New York Time, on the Expiration Date. The shares
of Common Stock (or other stock or securities) deliverable upon such
exercise are hereinafter sometimes referred to as "Warrant Shares" and
the exercise price of each share of Common Stock (as such price may be
adjusted from time to time as provided herein or in the Registration
Rights Addendum attached as an exhibit to the Credit Agreement dated as
of even date herewith between OZF, the Company and Sun World
International, Inc.) is hereinafter sometimes referred to as the
"Exercise Price".
(a) EXERCISE OF WARRANT. Subject to the provisions of Section (k)
hereof, this Warrant may be exercised in whole or in part at any time or
from time to time on or after the Initial Exercise Date and until the
Expiration Date, or if either such day is a day on which banking
institutions in the State of New York are authorized by law to close,
then on the next succeeding day which shall not be such a day, by
presentation and surrender hereof to the Company at its principal office,
or at the office of its stock transfer agent, if any, with the Purchase
Form annexed hereto duly executed and accompanied by payment of the
Exercise Price for the number of Warrant Shares specified in such form.
The Holder may exercise this Warrant, in whole or in part, without the
payment of any cash or other property, by presentation and surrender of
this Warrant to the Company at its principal office or at the office of
its stock transfer agent, if any, with the Purchase Form duly executed
and accompanied by a written request from the Holder instructing the
Company to issue to the Holder a number of Warrant Shares equal to the
product of (1) a fraction, (i) the numerator of which shall be the excess
of the current market price (as defined in Section (f)(8) below) of the
Common Stock on the date preceding the date of such exercise of the
Warrant over the then Exercise Price per Warrant Share and (ii) the
denominator of which shall be the current market price (as defined in
Section (f)(8) below) of the Common Stock on such date, times (2) the
number of Warrant Shares as to which the Warrant is being exercised. If
this Warrant should be exercised in part only, the Company shall, upon
surrender of this Warrant for cancellation, execute and deliver a new
Warrant evidencing the rights of the Holder thereof to purchase the
balance of the Warrant Shares purchasable thereunder. Upon receipt by
the Company of this Warrant at its office, or by the stock transfer agent
of the Company at its office, in proper form for exercise, the Holder
shall be deemed to be the holder of record of the shares of Common Stock
issuable upon such exercise, notwithstanding that the stock transfer
books of the Company shall then be closed or that certificates
representing such shares of Common Stock shall not then be actually
delivered to the Holder. The Company shall pay all expenses, transfer
taxes and other charges payable in connection with the preparation, issue
and delivery of stock certificates under this Section (a), except that,
in case such stock certificates shall be registered in a name or names
other than the name of the holder of this Warrant, all stock transfer
taxes which shall be payable upon the issuance of such stock certificate
or certificates shall be paid by the Holder at the time of delivering the
Purchase Form.
(b) RESERVATION OF SHARES. The Company hereby agrees that at all
times following the Initial Exercise Date there shall be reserved for
issuance and/or delivery upon exercise of this Warrant such number of
shares of its Common Stock (or other stock or securities deliverable upon
exercise of this Warrant) as shall be required for issuance and delivery
upon exercise of this Warrant. All shares of Common Stock issuable upon
the exercise of this Warrant shall be duly authorized, validly issued,
fully paid and nonassessable and free and clear of all liens and other
encumbrances.
(c) FRACTIONAL SHARES. No fractional shares or script representing
fractional shares shall be issued upon the exercise of this Warrant.
With respect to any fraction of a share called for upon any exercise
hereof, the Company shall pay to the Holder an amount in cash equal to
such fraction multiplied by the current market value of a share,
determined as follows:
(1) 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
shall be the last reported sale price 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 closing bid and asked prices for such day on such exchange
or system; or
(2) If the Common Stock is not so listed or admitted to
unlisted trading privileges, the current market value shall be the
mean of the last reported bid and asked prices reported by the
National Quotation Bureau, Inc. on the last business day prior to
the date of the exercise of this Warrant; or
(3) 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 shall be an amount not less than
the 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 good faith and in such reasonable manner as
may be prescribed by the Board of Directors of the Company, and
reasonably acceptable to the Holder.
(d) EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This Warrant
is exchangeable, without expense, at the option of the 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 is transferable and may be assigned or hypothecated, in whole or
in part, at any time and from time to time from the date hereof. Subject
to the provisions of Section (k), upon surrender of this Warrant to the
Company at its principal office or at the office of its stock transfer
agent, if any, with the Assignment Form annexed hereto duly executed and
funds sufficient to pay any transfer tax, the Company shall, without
charge, execute and deliver a new Warrant registered in the name of the
assignee named in such instrument of assignment and this Warrant shall
promptly be 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
Holder hereof. The term "Warrant" as used herein includes any Warrants
into which this Warrant may be divided or exchanged. Upon receipt by the
Company of evidence satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant, and in the case of loss, theft or
destruction, of reasonably satisfactory indemnification and upon
surrender and cancellation of this Warrant, if mutilated, the Company
will execute and deliver a new Warrant of like tenor and date. Any such
new Warrant executed and delivered shall constitute an additional
contractual obligation on the part of the Company, whether or not this
Warrant so lost, stolen, destroyed, or mutilated shall be at any time
enforceable by anyone.
(e) RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof,
be entitled to any rights of a shareholder in the Company, either at law
or equity, and the rights of the Holder are limited to those expressed in
the Warrant and are not enforceable against the Company except to the
extent set forth herein. Furthermore, the Holder by acceptance hereof,
consents to and agrees to be bound by and to comply with all the
provisions of this Warrant, including, without limitation, all the
obligations imposed upon the holder hereof by Section (k). In addition,
the holder of this Warrant, by accepting the same, agrees that the
Company and the transfer agent may deem and treat the person in whose
name this Warrant is registered as the absolute, true and lawful owner
for all purposes whatsoever, and neither the Company nor the transfer
agent shall be affected by any notice to the contrary.
(f) ANTI-DILUTION PROVISIONS. The Exercise Price and the number and
kind of securities purchasable upon the exercise of this Warrant (the
"Warrant Shares") shall be subject to adjustment from time to time upon
the happening of certain events as hereinafter provided. The Exercise
Price in effect at any time and the Warrant Shares shall be subject to
adjustment as follows:
(1) In case the Company shall (i) pay a dividend or make a
distribution on its shares of Common Stock in shares of Common Stock,
(ii) subdivide or reclassify its outstanding Common Stock in shares
of Common Stock into a greater number of shares, or (iii) combine or
reclassify its outstanding Common Stock into a smaller number of
shares, then 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 such Exercise Price shall equal the price determined by
multiplying the Exercise Price in effect immediately prior to such
record date or effective date by a fraction, the numerator of which
is the number of shares of Common Stock outstanding on such record
date or effective date, and the denominator of which is the number of
shares of Common stock outstanding immediately after such dividend,
distribution, subdivision, combination or reclassification. For
example, if the Company declares a 2 for 1 stock dividend or stock
split and the Exercise Price immediately prior to such event was
$8.00 per share, the adjusted Exercise Price immediately after such
event would be $4.00 per share.
Such adjustment shall be made successively whenever any event
listed in this Subsection (1) shall occur.
(2) In case the Company shall hereafter issue rights or
warrants to all holders of its Common Stock entitling them to
subscribe for or purchase shares of Common Stock (or securities
convertible into Common Stock) at a price (or having a conversion
price per share) less than the Exercise Price on the record date
mentioned below, then the Exercise Price shall be adjusted so that
the same shall equal the price determined by multiplying the Exercise
Price in effect immediately prior to the record date mentioned below
by a fraction, the numerator of which shall be the sum of the number
of shares of Common Stock outstanding on the record date mentioned
below and the number of additional shares of Common Stock which the
aggregate offering price of the total number of shares of Common
Stock so offered (or the aggregate conversion price of the
convertible securities so offered) would purchase at Exercise Price,
and the denominator of which shall be the sum of the number of shares
of Common Stock outstanding on such record date and the number of
additional shares of Common Stock offered for subscription or
purchase (or into which the convertible securities so offered are
convertible). Such adjustment shall be made successively whenever
such rights or warrants are issued and shall become effective
immediately after the record date for the determination of
shareholders entitled to receive such rights or warrants; and to the
extent that shares of Common Stock are not delivered (or securities
convertible into Common Stock are not delivered) after the expiration
of such rights or warrants the Exercise Price shall be readjusted to
the Exercise Price which would then be in effect had the adjustments
made upon the issuance of such rights or warrants been made upon the
basis of delivery of only the number of shares of Common Stock (or
securities convertible into Common Stock) actually delivered.
(3) In case the Company shall hereafter declare any dividend
outside the ordinary course of business ("extraordinary dividend") to
all holders of its Common Stock (excluding those referred to in
Subsections (1) or (2) above), then in each such case the Exercise
Price in effect thereafter shall be determined by multiplying the
Exercise Price in effect immediately prior thereto by a fraction, the
numerator of which shall be the total number of shares of Common
Stock outstanding multiplied by the current market price per share of
Common Stock (as defined in Subsection (8) below), less the aggregate
fair market value (as determined in good faith by the Company's Board
of Directors and reasonably acceptable to the holders of a majority
of the Series D Preferred Stock) of said extraordinary dividend, and
the denominator of which shall be the total number of shares of
Common Stock outstanding multiplied by such current market price per
share of Common Stock.
Such adjustment shall be made successively whenever any such
distribution is made and shall become effective immediately after the
record date for the determination of shareholders entitled to receive
such distribution.
(4) In case the Company shall issue shares of its Common Stock
excluding shares issued (i) in any of the transactions described in
Subsection (1) above, (ii) upon exercise or conversion of options or
other equity securities granted to the Company's employees under a
plan or plans adopted by the Company's Board of Directors and
approved by its shareholders (if required), if such shares would
otherwise be included in this Subsection (4) (but only to the extent
that the aggregate number of shares excluded hereby issued after the
date hereof shall not exceed in the aggregate 13% of the Company's
Common Stock outstanding as of the date hereof, (iii) upon exercise
of convertible securities outstanding at the date hereof, this
Warrant, or any convertible securities issued subsequent to the date
hereof which are convertible into Common Stock at an exercise price
equal or greater to the Exercise Price as of the date upon which the
conversion or exercise price for such securities is fixed
(notwithstanding any subsequent adjustment of such exercise price as
may be provided under the terms of such convertible security), (iv)
upon the exercise of any convertible security as to which the
Exercise Price has already been adjusted pursuant to Subsection (5)
below, and (v) to shareholders of any corporation which merges into
the Company in proportion to their stock holdings of such corporation
immediately prior to such merger, upon such merger, but only if no
adjustment is required pursuant to any other specific subsection of
this Section (f) (without regard to Subsection (9) below) with
respect to the transaction giving rise to such rights) for a
consideration per share less than the Exercise Price, then on the
date the Company fixes the offering price of such additional shares,
the Exercise Price shall be adjusted immediately thereafter so that
it shall equal the price determined by multiplying the Exercise Price
in effect immediately prior thereto by a fraction, the numerator of
which shall be the sum of the number of shares of Common Stock
outstanding immediately prior to the issuance of such additional
shares and the number of shares of Common Stock which the aggregate
consideration received (determined as provided in Subsection (7)
below) for the issuance of such additional shares would purchase at
such Exercise Price, and the denominator of which shall be the number
of shares of Common Stock outstanding immediately after the issuance
of such additional shares.
Such adjustment shall be made successively whenever such an
issuance is made.
(5) In case the Company shall issue any securities convertible
into or exchangeable for its Common Stock (excluding securities
issued in transactions described in Subsections (2) and (3) above)
for a consideration per share of Common Stock initially deliverable
upon conversion or exchange of such securities (determined as
provided in Subsection (7) below) less than the Exercise Price in
effect as of the date upon which the conversion or exercise price for
such securities is fixed, then the Exercise Price shall be adjusted
immediately thereafter so that it shall equal the price determined by
multiplying the Exercise Price in effect immediately prior thereto by
a fraction, the numerator of which shall be the sum of the number of
shares of Common Stock outstanding immediately prior to the issuance
of such securities and the number of shares of Common Stock which the
aggregate consideration received (determined as provided in
Subsection (7) below) for such securities would purchase at such
Exercise Price, and the denominator of which shall be the sum of the
number of shares of Common Stock outstanding immediately prior to
such issuance and the maximum number of shares of Common Stock of the
Company deliverable upon conversion of or in exchange for such
securities at the initial conversion or exchange price or rate.
Such adjustment shall be made successively whenever such an
issuance is made.
(6) Whenever the Exercise Price payable upon exercise of each
Warrant is adjusted pursuant to Subsections (1), (2), (3), (4) and
(5) above, the number of Warrant Shares purchasable upon exercise of
this Warrant shall simultaneously be adjusted by multiplying the
number of Warrant Shares issuable upon exercise of this Warrant
immediately prior to such adjustment by the Exercise Price in effect
immediately prior to such adjustment and dividing the product so
obtained by the Exercise Price, as adjusted.
(7) For purposes of any computation respecting consideration
received pursuant to Subsections (4) and (5) above, the following
shall apply:
(A) in the case of the issuance of shares of Common
Stock for cash, the consideration shall be the amount of such
cash, provided that in no case shall any deduction be made for
any commissions, discounts or other expenses incurred by the
Company for any underwriting of the issue or otherwise in
connection therewith:
(B) in the case of the issuance of shares of Common
Stock for a consideration in whole or in part other than cash,
the consideration other than cash shall be deemed to be the fair
market value thereof as determined in good faith by the Board of
Directors of the Company (irrespective of the accounting
treatment thereof) and reasonably acceptable to the Holder; and
(C) in the case of the issuance of securities
convertible into or exchangeable for shares of Common Stock, the
aggregate consideration received therefor shall be deemed to be
the consideration received by the Company for the issuance of
such securities plus the additional minimum consideration, if
any, to be received by the Company upon the conversion or
exchange thereof [the consideration in each case to be
determined in the same manner as provided in clauses (A) and (B)
of this Subsection (7)].
(8) For the purpose of any computation under Subsections (2),
(3), (4) and (5) above, the current market price per share of Common
Stock at any date shall be deemed to be the average of the daily
closing prices for 30 consecutive business days before such date.
The closing price for each day shall be the last sale price regular
way or, in case no such reported sale takes place on such day, the
average of the last reported bid and asked prices regular way, in
either case on the principal national securities exchange on which
the Common Stock is admitted to trading or listed, or if not listed
or admitted to trading on such exchange, the average of the last
reported bid and asked prices as reported by Nasdaq, or other similar
organization if Nasdaq is no longer reporting such information, of if
not so available, the fair market price as determined in good faith
by the Board of Directors and reasonably acceptable to the Holder.
(9) No adjustment in the Exercise Price shall be required
unless such adjustment would require an increase or decrease of at
least one cent ($0.01) in such price; provided, however, that any
adjustments which by reason of this Subsection (9) 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 (f) 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 (f) to the contrary notwithstanding, the
Company shall be entitled, but shall not be required, to reduce the
Exercise Price, in addition to those changes required by this Section
(f), as it, in its sole discretion, shall determine to be advisable
in order that any dividend or distribution in shares of Common Stock,
subdivision, reclassification or combination of Common Stock,
issuance of warrants to purchase Common Stock or distribution or
evidences of indebtedness or other assets (excluding cash dividends)
referred to hereinabove in this Section (f) hereafter made by the
Company to the holders of its Common Stock shall not result in any
tax to such holders of its Common Stock or securities convertible
into Common Stock.
(10) In the event that at any time, as a result of an adjustment
made pursuant to Subsection (1) above, the 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 (1) to (9), inclusive above.
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 Section (f), and a certificate signed by such firm shall
be conclusive evidence of the correctness of such adjustment absent
manifest error or negligence.
(11) 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
this Warrant.
(g) OFFICER'S CERTIFICATE. Whenever the Exercise Price or number of
Warrant Shares shall be adjusted as required by the provisions of the
foregoing Section, the Company shall forthwith file in the custody of its
Secretary or an Assistant Secretary at its principal office and with its
stock transfer agent, if any, an officer's certificate showing the
adjusted Exercise Price or number of Warrant Shares determined 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 Sections (a) and (d) and the Company shall,
forthwith after each such adjustment, mail a copy by certified mail of
such certificate to such Holder or any such holder.
(h) 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
share of or class of its capital stock 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 entity, sale, lease, or transfer of all or substantially
all of the property and assets of the Company to another entity, 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 Holder, at least fifteen days prior
the record 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 offer of rights, or (y) such reclassification,
reorganization, consolidation, merger, conveyance, lease, transfer, sale
dissolution, liquidation or winding up is to take place and the date, if
any is to be fixed, as of which the holders of Common Stock or other
securities shall be entitled to receive cash or other property
deliverable upon such reclassification, reorganization, consolidation,
merger, conveyance, lease, transfer, sale, dissolution, liquidation or
winding up.
(i) 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 entity (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 entity of all or substantially all of the
property and assets of the Company, the Company shall, as a condition
precedent to such transaction, cause effective provisions to be made so
that such 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, lease 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, lease 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 Company shall not effect any such reorganization,
consolidation, merger, sale or conveyance (i) unless prior to or
simultaneously with the consummation thereof the survivor or successor
corporation (if other than the Company) resulting from such
reorganization, consolidation or merger or the corporation purchasing
such assets shall assume by written instrument executed and sent to each
holder of this Warrant, the obligation to deliver to such holder such
shares of stock, securities or assets as, in accordance with the
foregoing provisions, such holder may be entitled to receive, and
containing the express assumption by such successor corporation of the
due and punctual performance and observance of every provision herein to
be performed and observed by the Company and of all liabilities and
obligations of the Company hereunder, and (ii) in which the Company, as
opposed to another party to the reorganization, consolidation, merger,
sale or conveyance, shall be required under any circumstances to make a
cash payment at any time to the holders of this Warrant. The foregoing
provisions of this Section (i) shall similarly apply to successive
reclassifications, capital reorganizations, and changes of shares of
Common Stock and to successive consolidations, mergers, sales, leases or
conveyances. In the event that in connection with any such capital
reorganization or reclassification, consolidation, merger, sale, lease
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 (1) of Section (f) hereof.
(j) REGISTRATION UNDER THE SECURITIES ACT OF 1933. The Holder of
this Warrant or of the Warrant Shares shall have such registration rights
with respect to this Warrant and the Warrant Shares as are set forth in
that certain Registration Rights Addendum to Subscription Agreement dated
concurrently herewith by and between the Company and the Holder (the
"Registration Rights Addendum").
(l) FURTHER ADJUSTMENT TO EXERCISE PRICE. In addition to any
adjustments provided for in Section (f) hereof, the Exercise Price in
effect at any time shall also be subject to adjustment pursuant to the
liquidated damages provisions of the Registration Rights Addendum.
CADIZ INC.
By: /s/ Stanley E. Speer
----------------------
Stanley E. Speer
Its: Chief Financial Officer
Dated: December 29, 2000
PURCHASE FORM
Dated:_______________,
The undersigned hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing _____ shares of Common Stock and
hereby makes payment of ____in payment of the actual exercise price
thereof.
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name______________________________________________________
(Please typewrite or print in block letters)
Address_____________________________________________
Signature___________________
ASSIGNMENT FORM
FOR VALUE RECEIVED, ______________hereby sells, assigns and
transfers unto
Name________________________________________________________
(Please typewrite or print in block 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 _________________________
Signature_________________________