EXHIBIT 4.7
THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE UNDERLYING SHARES
ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES OR
BLUE SKY LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT
AND NOT WITH A VIEW TO DISTRIBUTION, AND NEITHER THESE SECURITIES NOR ANY
INTEREST OR PARTICIPATION THEREIN MAY BE SOLD, ASSIGNED OR IN ANY OTHER MANNER
TRANSFERRED OR DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS THEREOF AND IN COMPLIANCE WITH APPLICABLE STATE
SECURITIES OR BLUE SKY LAWS.
AMERICA'S SHOPPING MALL, INC.
WARRANT CERTIFICATE No.
Dated May 21, 1999
Warrants to Purchase Common Stock
AMERICA'S SHOPPING MALL, INC., a Nevada corporation (the "Company"), hereby
certifies that, for value received, Pioneer Ventures Associates Limited
Partnership ("Holder"), or its registered assigns, is the registered owner of
One Million (1,000,000) Warrants (the "Warrants"), each of which will entitle
the Holder thereof to purchase one share, as adjusted from time to time as
provided in Section 7, of the Common Stock, par value $.001 per share, of the
Company (the "Common Stock", each such share being a "Warrant Share" and all
such shares being the "Warrant Shares") at the exercise price of Four Dollars
and Fifty Cents ($4.50) per share (as adjusted from time to time as provided in
Section 3(e) or Section 7, the "Exercise Price") at any time on or after the
date hereof (the "Initial Exercise Date") until and including May 21, 2004 (the
"Expiration Date"), all subject to the following terms and conditions.
This Warrant is being issued and delivered pursuant to that certain
Investment Agreement between the Company and the Pioneer Ventures Associates
Limited Partnership (the "Investment Agreement"). Capitalized terms used and not
otherwise defined herein shall have the meanings given such terms in the
Investment Agreement.
For purposes of calculating the Exercise Price, the following definitions
shall apply:
"Per Share Market Value" means on any particular date (a) the closing bid
price per share of the Common Stock on such date on the Nasdaq National Market
or other stock exchange on which
the Common Stock is then listed, as reported on Bloomberg, L.P. or if there is
no such bid price on such date, then the last closing bid price on such exchange
on the date nearest preceding such date, as reported on Bloomberg, L.P., or (b)
if the Common Stock is not listed on the Nasdaq National Market or any stock
exchange, the closing bid price for a share of Common Stock on such date on the
Nasdaq SmallCap Market or the OTC Bulletin Board, as reported on Bloomberg, L.P.
(or similar organization or agency succeeding to its functions of reporting
prices), or (c) if the Common Stock is no longer reported on Bloomberg, L.P. (or
similar organization or agency succeeding to its functions of reporting prices),
then the average of the "Pink Sheet" bids on such date, or (d) if the Common
Stock is no longer publicly traded, the fair market value of a share of Common
Stock as determined by an Appraiser (as defined below) selected in good faith by
the Holder; provided, however, that the Company, after receipt of the
determination by such Appraiser, shall have the right to select an additional
Appraiser, in which case, the fair market value shall be equal to the average of
the determinations by each such Appraiser.
"Trading Day" means (a) a day on which the Common Stock is traded on the
Nasdaq National Market or Nasdaq SmallCap Market or principal national
securities exchange or market on which the Common Stock has been listed or
quoted, or (b) if the Common Stock is not listed or quoted on the Nasdaq
National Market or Nasdaq SmallCap Market or any principal national securities
exchange or market, a day on which the Common Stock is traded in the
over-the-counter market, as reported by the National Quotation Bureau
Incorporated (or any similar organization or agency succeeding its functions of
reporting prices).
1. Registration of Warrants. The Company shall register each Warrant, upon
records to be maintained by the Company for that purpose (the "Warrant
Register"), in the name of the record Holder of such Warrant from time to time.
The Company may deem and treat the registered Holder of each Warrant as the
absolute owner thereof for the purpose of any exercise thereof or any
distribution to the Holder thereof, and for all other purposes, and the Company
shall not be affected by the notice to the contrary.
2. Registration of Transfers and Exchanges.
a. The Company shall register, or instruct the Transfer Agent to register,
the transfer of any Warrants in the Warrant Register, upon surrender of this
Warrant Certificate, with the Form of Assignment attached hereto duly completed
and signed, to the Transfer Agent or the Company at the office specified in or
pursuant to Section 3(c). Upon any such registration of transfer, a new Warrant
Certificate, in substantially the form of this Warrant Certificate ("New
Warrants"), evidencing the Warrants so transferred shall be issued to the
transferee and a New Warrant evidencing the remaining Warrants not so
transferred, if any, shall be issued to the then registered holder thereof.
b. This Warrant Certificate is exchangeable, upon the surrender hereof by
the holder hereof to the Transfer Agent or at the office of the Company
specified in or pursuant to Section 3(c), for New Warrants evidencing in the
aggregate the right to purchase the number of Warrant Shares which may then be
purchased hereunder, each of such New Warrants to be dated the
date of such exchange and to represent the right to purchase such number of
Warrant Shares as shall be designated by said holder hereof at the time of such
surrender.
3. Duration and Exercise of Warrants.
a. Warrants shall be exercisable by the registered holder thereof on any
business day before 5:00 P.M., Eastern time, at any time and from time to time
on or after the Initial Exercise Date to and including the Expiration Date. At
5:00 P.M., Eastern time, on the Expiration Date, each Warrant not exercised
prior thereto shall be and become void and of no value.
b. Subject to the limitations set forth in Section 3(c) and to the other
provisions of this Warrant Certificate, including adjustments to the number of
Warrant Shares issuable on the exercise of each Warrant and to the Exercise
Price pursuant to Section 3(e) and Section 7, the Holder of this Warrant shall
have the right to purchase from the Company (and the Company shall be obligated
to issue and sell to the Holder) at the Exercise Price one fully paid Warrant
Share which is non-assessable.
c. Subject to Sections 2(b), 4 and 8, upon surrender of this Warrant
Certificate, with the Form of Election to Purchase attached hereto duly
completed and signed, to the Company at its office at 382 Route 59, #310,
Monsey, N.Y., 10952, Attention: Irwin Schneidmill, President, or at such other
address as the Company may specify in writing to the then registered Holder of
the Warrants, and upon payment of the Exercise Price multiplied by the number of
Warrant Shares then issuable upon exercise of the Warrants being exercised in
lawful money of the United States of America, all as specified by the Holder of
this Warrant Certificate in the Form of Election to Purchase, the Company shall
promptly issue and cause to be delivered to or upon the written order of the
registered Holder of such Warrants, and in such name or names as such registered
Holder may designate, a certificate for the Warrant Shares issued upon such
exercise of such Warrants, free of restrictive legends other than legends that
may be required in the opinion of the Company's counsel in the event at such
time there is not an effective Registration Statement as contemplated by the
Investment Agreement. Any person so designated to be named therein shall be
deemed to have become Holder of record of such Warrant Shares as of the Date of
Exercise of such Warrants.
The "Date of Exercise" of any Warrant means the date on which the Transfer
Agent or the Company shall have received (i) this Warrant Certificate (or any
New Warrant, as applicable) with the Form of Election to Purchase attached
hereto (or thereto) appropriately completed and duly signed, and (ii) payment of
the Exercise Price for such Warrant.
d. The Warrants evidenced by this Warrant Certificate shall be exercisable,
either as an entirety or, from time to time, for part of the number of Warrants
evidenced by this Warrant Certificate so long as at least twenty-five hundred
(2,500) Warrant Shares are exercised. If less than all of the Warrants evidenced
by this Warrant Certificate are exercised at any time, the Company shall issue,
at its expense, a New Warrant for the remaining number of Warrants evidenced by
this Warrant Certificate.
e. The Exercise Price shall be subject to reset as follows. In the event
that the Per Share Market Value for the twenty (20) trading days immediately
preceding the ninetieth (90th) day after the Company's Common Stock is eligible
for public trading (the "Reset Average Price"), the Exercise Price shall be
reset to a price per share of Common Stock equal to seventy-five percent (75%)
of the Reset Average Price. Once reset in accordance with the provisions of this
Section 3(e), the Conversion Price shall remain at the reset Conversion Price,
subject to adjustment in accordance with Section 7, below.
4. Payment of Taxes. The Company will pay all documentary stamp taxes
attributable to the issuance of Warrant Shares upon the exercise of the Warrants
represented by this Warrant Certificate; provided, however, that the Company
shall not be required to pay any tax or taxes which may be payable in respect of
any transfer involved in the registration of any certificates for Warrant Shares
in a name other than that of the Holder, and the Company shall not be required
to issue or deliver the certificates for Warrant Shares unless or until the
person or persons requesting the issuance thereof shall have paid to the Company
the amount of such tax or shall have established to the satisfaction of the
Company that such tax has been paid. The Holder shall be responsible for all
other tax liability that may arise as a result of holding or transferring the
Warrants represented by this Warrant Certificate or receiving the Warrant Shares
under this Warrant Certificate.
5. Replacement of Warrant. If this Warrant is mutilated, lost, stolen or
destroyed, the Company may in its discretion issue in exchange and substitution
for and upon cancellation hereof, or in lieu of and substitution for this
Warrant, a new Warrant of like tenor, but only upon receipt of evidence
reasonably satisfactory to the Company and the Transfer Agent of such loss,
theft or destruction and bond or other indemnity, if requested, satisfactory to
it. Applicants for a substitute Warrant certificate also shall comply with such
other reasonable regulations and pay such other reasonable charges as the
Company may prescribe.
6. Reservation of Warrant Shares. The Company will at all times reserve and
keep available, free from preemptive rights, out of the aggregate of its
authorized but unissued Common Stock or its authorized and issued Common Stock
held in its treasury, for the purpose of enabling it to satisfy any obligation
to issue Warrant Shares upon exercise of the Warrants, a number of shares of
Common Stock equal to at least the maximum number of Warrant Shares (as adjusted
from time to time pursuant to Section 7 hereof) which may then be deliverable
upon the exercise of this Warrant and all other outstanding warrants issued and
sold pursuant to the Investment Agreement. The Company covenants that all
Warrant Shares that shall be so issuable and deliverable shall, upon issuance
thereof, be duly and validly authorized, issued and fully paid, and
nonassessable.
7. Adjustment to the Number of Warrant Shares Issuable. The number of
Warrant Shares issuable upon the exercise of this Warrant is subject to
adjustment from time to time as set forth in Section 3(e) and this Section 7.
Upon each such adjustment of the Exercise Price pursuant to Section 3(e) or this
Section 7, the Holder shall thereafter prior to the Expiration Date be entitled
to purchase, at the Exercise Price resulting from such adjustment, the number of
Warrant Shares obtained by multiplying the Exercise Price in effect immediately
prior to such adjustment by the number of Warrant Shares issuable upon exercise
of this Warrant immediately prior to such
adjustment and dividing the product thereof by the Exercise Price resulting from
such adjustment. In the event the Company and the holders of the Warrants issued
pursuant to the Investment Agreement that are then outstanding disagree as to
any adjustment to the Exercise Price hereunder, an Appraiser selected by the
holders of a majority of the Warrants issued pursuant to the Investment
Agreement that are then outstanding (the "Majority Holders") shall give its
opinion as to the adjustment, if any (not inconsistent with the standards
established in this Section 7), of the Exercise Price; provided, however that
the Company, after receipt of the determination by such Appraiser, shall have
the right to promptly select an additional Appraiser, in which case the
adjustment shall be equal to the average of the adjustments recommended by each
such Appraiser. The Board of Directors shall make the adjustment recommended
forthwith upon the receipt of such opinion or opinions; provided, however, that
no such adjustment of the Exercise Price shall be made which in the opinion of
the Appraiser(s) giving the aforesaid opinion or opinions would result in an
increase of the Exercise Price to more than the Exercise Price then in effect.
a. If the Company, at any time while this Warrant is outstanding, (i) shall
pay a stock dividend or otherwise make a distribution or distributions on shares
of its Junior Securities (as such term is defined in the Convertible Debentures)
payable in shares of its capital stock (whether payable in shares of its Common
Stock or of capital stock of any class), (ii) subdivide outstanding shares of
Common Stock into a larger number of shares, (iii) combine outstanding shares of
Common Stock into a smaller number of shares, or (iv) issue by reclassification
of shares of Common Stock any shares of capital stock of the Company, the
Exercise Price shall be multiplied by a fraction of which the numerator shall be
the number of shares of Common Stock outstanding before such event and of which
the denominator shall be the number of shares of Common Stock outstanding after
such event. Any adjustment made pursuant to this Section 7(a) shall become
effective immediately after the record date for the determination of
stockholders entitled to receive such dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision,
combination or reclassification.
b. In case of any reclassification of the Common Stock, any consolidation
or merger of the Company with or into another person, the sale or transfer of
all or substantially all of the assets of the Company or any compulsory share
exchange pursuant to which the Common Stock is converted into other securities,
cash or property, then the Holder shall have the right thereafter to exercise
this Warrant only into the shares of stock and other securities and property
receivable upon or deemed to be held by holders of Common Stock following such
reclassification, consolidation, merger, sale, transfer or share exchange, and
the Holder shall be entitled upon such event to receive such amount of
securities or property as the shares of the Common Stock into which this Warrant
could have been converted immediately prior to such reclassification,
consolidation, merger, sale, transfer or share exchange would have been
entitled. The terms of any such consolidation, merger, sale, transfer or share
exchange shall include such terms so as to continue to give to the Holder the
right to receive the securities or property set forth in this Section 7(c) upon
any exercise following such consolidation, merger, sale, transfer or share
exchange. This provision shall similarly apply to successive reclassifications,
consolidations, mergers, sales, transfers or share exchanges.
c. For the purposes of this Section 7, the following clauses shall also be
applicable:
(i) Record Date. In case the Company shall take a record of the holders of
its Common Stock for the purpose of entitling them (A) to receive a dividend or
other distribution payable in Common Stock or in convertible securities, or (B)
to subscribe for or purchase Common Stock or convertible securities, then such
record date shall be deemed to be the date of the issue or sale of the shares of
Common Stock deemed to have been issued or sold upon the declaration of such
dividend or the making of such other distribution or the date of the granting of
such right of subscription or purchase, as the case may be.
(ii) Treasury Shares. The number of shares of Common Stock outstanding at
any given time shall not include shares owned or held by or for the account of
the Company, and the disposition of any such shares shall be considered an issue
or sale of Common Stock for the purposes of this subsection (e).
(iii) Certain Issues Excepted. Anything herein to the contrary
notwithstanding, the Company shall not be required to make any adjustment of any
Exercise Price in case of the issuance of the Preferred Stock, the Warrants, the
Underlying Shares and the Warrant Shares pursuant to the Investment Agreement,
or in the event that the Company shall grant options to purchase the Company's
Common Stock pursuant to a bona fide employee stock option, stock purchase or
non-employee director plan duly adopted by its shareholders in accordance with
the Investment Agreement or for (i) securities issued upon the exercise or
conversion of the Debentures or (ii) any shares of Common Stock issued pursuant
to the exercise of options, warrants or other securities, options, rights or
securities convertible into or exchangeable for capital stock of the Company in
connection with any stock split, stock dividend or similar event affecting the
Company Common Stock.
d. If:
i. the Company shall declare a dividend (or any other
distribution) on its Common Stock (other than a subdivision
of the outstanding shares of Common Stock) or shall
authorize a repurchase or redemption or otherwise enter into
any other transaction (including stock split,
recapitalization or other transaction) which would cause a
decrease in the number of its shares of Common Stock issued
and outstanding (other than transactions that similarly
decrease the number of shares of Common Stock for which this
Warrant is exercisable); or
ii. the Company shall declare a special nonrecurring cash
dividend on its then-outstanding Common Stock; or
iii. the Company shall authorize the granting to all holders of
the Common Stock rights or warrants to subscribe for or
purchase any shares of capital stock of any class or of any
rights, or
iv. the approval of any stockholders of the Company shall be
required in connection with any reclassification of the
Common Stock of the Company (other than a subdivision or
combination of the outstanding shares of Common Stock), any
consolidation or merger to which the Company is a party, any
sale or transfer of all or substantially all of the assets
of the Company, or any compulsory share exchange whereby the
Common Stock is converted into other securities, cash or
property, or
v. the Company shall authorize the voluntary or involuntary
dissolution, liquidation or winding-up of the affairs of the
Company;
then the Company shall cause to be mailed to each Holder at their last addresses
as they shall appear upon the Warrant Register, at least thirty (30) days prior
to the applicable record or effective date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution, repurchase, redemption, rights or warrants, or if a
record is not to be taken, the date as of which the holders of Common Stock of
record to be entitled to such dividend, distributions, repurchase, redemption,
rights or warrants are to be determined, or (y) the date on which such
reclassification, consolidation, merger, sale, transfer, share exchange,
dissolution, liquidation or winding-up is expected to become effective, and the
date as of which it is expected that holders of Common Stock of record shall be
entitled to exchange their shares of Common Stock for securities or other
property deliverable upon such reclassification, consolidation, merger, sale,
transfer, share exchange, dissolution, liquidation or winding-up; provided,
however, that the failure to mail such notice or any defect therein or in the
mailing thereof shall not affect the validity of the corporate action required
to be specified in such notice.
e. In any case in which this Section 7 shall require that an adjustment be
made effective as of the record date for a specified event, the Company may
elect to defer until occurrence of such event (A) issuing to the Holder, if this
Warrant is exercised after such record date, the Warrant Shares and other
capital stock of the Company, if any, issuable upon such exercise over and above
the Warrant Shares and other capital stock of the Company, if any, issuable upon
such exercise on the basis of the Exercise Price prior to adjustment and (B)
paying to the Holder any amount in cash in lieu of a fractional share pursuant
to Section 8 hereof, provided, however, that the Company shall deliver to the
Holder a due bill or other appropriate instrument evidencing the Holder's right
to receive such additional Warrant Shares, other capital stock and/or cash upon
the occurrence of the event requiring such adjustment.
f. Any determination that the Company or the Board of Directors must make
pursuant to this Section 7 shall be conclusive if made in good faith.
g. If at any time conditions shall arise by reason of action taken by the
Company which in the opinion of the Board of Directors are not adequately
covered by the other provisions hereof and which might materially affect the
rights of the Holders (different than or distinguished from the effect generally
on rights of holders of any class of the Company's capital stock) or if at any
time such conditions are expected to arise by reason of any action contemplated
by the Company, the Company shall mail a written notice briefly describing the
action contemplated and the material adverse effects of such action on the
rights of the Holders at least 30 calendar days prior to the effective date of
such action, and an Appraiser selected by the Holders of majority in interest of
the Warrants shall give its opinion as to the adjustment, if any (not
inconsistent with the standards established in Section 7(e)), of the Exercise
Price (including, if necessary, any adjustment as to the Warrant Shares to be
purchased upon exercise of this Warrant) and any distribution which is or would
be required to be preserved without diluting the rights of the Holders.
8. Fractional Shares. The Company shall not be required to issue fractional
Warrant Shares on the exercise of this Warrant. The number of full Warrant
Shares which shall be issuable upon the exercise of this Warrant shall be
computed on the basis of the aggregate number of Warrant Shares purchasable on
exercise of this Warrant so presented. If any fraction of a Warrant Share would,
except for the provisions of this Section 8, be issuable on the exercise of this
Warrant, the Company shall, at its option (a) pay an amount in cash equal to the
Exercise Price multiplied by such fraction or (b) shall round the number of
Warrant Shares issuable, up to the next whole number of such shares.
9. Warrant Agent.
a. The Company shall serve as warrant agent under this Warrant. Upon thirty
(30) days' notice to the holders of Warrants issued pursuant to the Investment
Agreement, the Company and the Majority Holders may appoint a new warrant agent.
b. Any corporation into which the Company or any new warrant agent may be
merged or any corporation resulting from any consolidation to which the Company
or any new warrant agent shall be a party or any corporation to which the
Company or any new warrant agent transfers substantially all of its corporate
trust or shareholders services business shall be a successor warrant agent under
this Warrant without any further act. Any such successor warrant agent shall
promptly cause notice of its succession as warrant agent to be mailed (by first
class mail, postage prepaid) to the Holder at the Holder's last address as shown
on the register maintained by the warrant agent pursuant to this Warrant.
10. Notices. All notices or other communications hereunder shall be given,
and shall be deemed duly given and received if given, by facsimile and by mail,
postage prepaid: (1) if to the Company, addressed as follows: America's Shopping
Mall, Inc., 382 Route 59 #310, Monsey, New
York 10952, Attention: Irwin Schneidmill, President, or by facsimile to
914-369-0136; or (ii) if to the Holder, addressed to the Holder at the facsimile
telephone number and address of the Holder appearing on the Warrant Register or
such other address or facsimile number as the Holder may provide to the Company
in accordance with this Section 10. Any such notice shall be deemed given and
effective upon the earliest to occur of (i) receipt of such facsimile at the
facsimile telephone number specified in this Section 10, (ii) five (5) Business
Days after deposit in the United States mails or (iii) upon actual receipt by
the party to whom such notice is required to be given.
11. Miscellaneous.
a. This Warrant shall be binding on and inure to the benefit of the parties
hereto and their respective successors and assigns (provided that the Company's
obligation to a transferee of this Warrant arises only if such transfer is made
in accordance with the terms of the Investment Agreement and the transferee
agrees to be bound by the terms of the Investment Agreement and the other
Documents executed in connection therewith).
b. Subject to Section 11(a) above, nothing in this Warrant shall be
construed to give to any person or corporation other than the Company, the
Holder and any registered holder of Warrant Shares any legal or equitable right,
remedy or cause under this Warrant; this Warrant shall be for the sole and
exclusive benefit of the Company, the Holder and any other registered holder of
Warrant Shares.
c. This Warrant shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York without regard to the
principles of conflicts of law thereof.
d. The headings herein are for convenience only, do not constitute a part
of this Warrant and shall not be deemed to limit or affect any of the provisions
hereof.
e. In case any one or more of the provisions of this Warrant shall be
invalid or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Warrant shall not in any way be affected
or impaired thereby and the parties will attempt in good faith to agree upon a
valid and enforceable provision which shall be a commercially reasonable
substitute therefor, and upon so agreeing, shall incorporate such substitute
provision in this Warrant.
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed by its authorized officer as of the date first indicated above.
AMERICA'S SHOPPING MALL, INC.
By: /s/ Irwin Schneidmill
--------------------------
Name: Irwin Schneidmill
Title: President
FORM OF ELECTION TO PURCHASE
(To Be Executed by the Holder if the Holder Desires to Exercise Warrants
Evidenced by the Foregoing Warrant Certificate)
To America's Shopping Mall, Inc.:
The undersigned hereby irrevocably elects to exercise ________ Warrants
evidenced by the foregoing Warrant Certificate for, and to purchase thereunder,
__________ full shares of Common Stock issuable upon exercise of said Warrants
and delivery of $________ in cash and any applicable taxes payable by the
undersigned pursuant to such Warrant Certificate.
The undersigned requests that certificates for such shares be issued in the
name of
PLEASE INSERT SOCIAL SECURITY OR
TAX IDENTIFICATION NUMBER
________________________________
________________________________________________________________________________
(Please print name and address)
________________________________________________________________________________
________________________________________________________________________________
If said number of Warrants shall not be all the Warrants evidenced by the
foregoing Warrant Certificate, the undersigned requests that a new Warrant
Certificate evidencing the Warrants not so exercise be issued in the name of and
delivered to:
________________________________________________________________________________
(Please print name and address)
________________________________________________________________________________
________________________________________________________________________________
Dated:______________________, 19 Name of Holder:
(Print)___________________________
(By:)_____________________________
(Title:)
FORM OF ASSIGNMENT
FOR VALUE RECEIVED, hereby sells, assigns, and transfers to each assignee
set forth below all of the rights of the undersigned in and to the number of
Warrants (as defined in and evidenced by the foregoing Warrant Certificate) set
opposite the name of such assignee below and in and to the foregoing Warrant
Certificate with respect to said Warrants and the shares of Common Stock
issuable upon exercise of said Warrants:
Name of Assignee Address Number of Warrants
- ---------------- ------- ------------------
If the total of said Warrants shall not be all the Warrants evidenced by
the foregoing Warrant Certificate, the undersigned requests that a new Warrant
Certificate evidencing the Warrants not so assigned be issued in the name of and
delivered to the undersigned.
Dated:________________, 19__ Name of Holder:
(Print)_______________________________
(By:)_________________________________
(Title:)