Exhibit 4.2
THIS WARRANT AND THE STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND CAN BE
TRANSFERRED ONLY IN COMPLIANCE WITH THE ACT AND APPLICABLE STATE SECURITIES
LAWS. THIS WARRANT AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT, UNLESS, IN THE OPINION OF
COUNSEL FOR THE COMPANY OR COUNSEL FOR THE REGISTERED HOLDER (WHICH SHALL BE IN
FORM AND FROM SUCH COUNSEL AS SHALL BE REASONABLY SATISFACTORY TO THE COMPANY),
SUCH REGISTRATION IS NOT THEN REQUIRED.
CREST VIEW, INC.
No. WA --_____________ Redeemable Class A Common Stock Purchase Warrants
VOID AFTER __________, 2004
REDEEMABLE CLASS A WARRANT CERTIFICATE FOR
PURCHASE OF COMMON STOCK
This certifies that FOR VALUE RECEIVED, ______________________________
_______________________________________, or registered assigns (the "Registered
Holder"), is the owner of the number of redeemable Class A common stock purchase
warrants (each, "Class A Warrant" and collectively, the "Class A Warrants")
specified above. Each Class A Warrant initially entitles the Registered Holder
to purchase, subject to the terms and conditions set forth in this Warrant
Certificate, one fully paid and nonassessable share of common stock, par value
$0.001 per share the ("Common Stock"), and one redeemable Class B common stock
purchase warrant (collectively, "Class B Warrants" and each, a "Class B
Warrant") of Crest View, Inc. , a Nevada corporation (the "Company") , at any
time between ___________, 2000, and the Expiration Date (as hereinafter
defined), upon the presentation and surrender of this Warrant Certificate with
the subscription form hereon duly executed, at the principal office of the
Company, accompanied by payment of $6.00, subject to adjustment as hereinafter
provided (the "Exercise Price"), in lawful money of the United States of America
in cash or by official bank check or certified check made payable to the
Company. The Class B Warrants shall be exercisable at $9.00 per warrant for one
share of Common Stock and shall expire on ___________, 2005 subject to earlier
redemption. The Class B Warrant Certificates shall otherwise contain the same
terms and conditions as this Class A Warrant Certificate.
Each Class A Warrant represented hereby is exercisable at the option of the
Registered Holder, but no fractional shares of Common Stock will be issued. In
the case of the exercise of less than all of the Class A Warrants represented
hereby, the Company shall cancel this Warrant Certificate upon the surrender
hereof and shall execute and deliver a new Warrant Certificate or Warrant
Certificates of like tenor for the balance of such Class A Warrants. Each Class
A Warrant
shall be deemed to have been exercised immediately prior to the close of
business on the Exercise Date and the person entitled to receive the securities
deliverable upon such exercise shall be treated for all purposes as the holder
of those securities upon the exercise of the Class A Warrant as of the close of
business on the Exercise Date. Promptly following, and in any event within five
Business Days after the Exercise Date, the Company shall cause to be issued and
delivered by the Transfer Agent, to the person or persons entitled to receive
the same, a certificate or certificates for the securities deliverable upon such
exercise (plus a certificate for any remaining unexercised Class A Warrants of
the Registered Holder), unless prior to the date of issuance of such
certificates, the Company refrains from issuing certificates pending clearance
of checks received in payment of the Exercise Price of such Class A Warrants.
Definitions. The following terms will have the following definitions when used
in this Warrant Certificate, unless the context otherwise expressly requires:
"Common Stock" means capital stock of the Company of any class, whether now
or hereafter authorized, which has the right to participate in the distribution
of earnings and assets of the Company without limit as to amount or percentage.
"Board" means the board of directors of the Company or its successor as the
same may be constituted from time to time.
"Business Day" means a day which, in the State of Nevada, is not a public
holiday or a day on which banks are permitted or required to be closed.
"Exercise Date" means, as to the Class A Warrants represented by this
Warrant Certificate, the date on which the Company shall have received both (1)
this Warrant Certificate, with the subscription form hereon duly executed by the
Registered Holder hereof or his attorney duly authorized in writing, and (2)
payment in cash, by electronic funds transfer to a deposit account designated by
the Company or by official bank check or certified check made payable to the
Company, of an amount in lawful money of the United States of America equal to
the applicable Exercise Price.
"Exercise Price" means the price to be paid upon exercise of each Class A
Warrant in accordance with the terms hereof, subject to (i) adjustment from time
to time pursuant to the adjustment provisions of this Warrant Certificate and
(ii) the Company's right to reduce the Exercise Price as provided herein.
"Expiration Date" means 5:00 p.m. (Las Vegas, Nevada time) on ________,
2004, or such earlier date as the Class A Warrants shall be redeemed. If such
date shall not be a Business Day, then the Expiration Date shall mean 5:00 p.m.
(Las Vegas, Nevada time) on the next succeeding day which is a Business Day. The
Company shall have the right to extend the Expiration Date, provided prior
notice is given to all Registered Holders.
-2-
"Issue Date" means, with respect to the Warrants represented by this
certificate, _________, 2000.
"Redemption Price" means the price at which the Company may, at its option,
redeem the Class A Warrants represented by this certificate, in accordance
herewith, which price shall be $0.001 per Warrant.
"Registered Holder" means as to any Class A Warrant and as of any
particular date, the person in whose name a Warrant Certificate shall be
registered on that date on the books maintained by the Company for such purpose.
"Transfer Agent" means the Company, in its capacity as transfer agent for
the Common Stock, until such time as the Company shall authorize a successor as
such transfer agent.
Reservation of Shares; Payment of Taxes
(a) The Company will at all times reserve and keep available out of its
authorized Common Stock, solely for the purpose of issue upon exercise of the
Class A Warrants, such number of whole shares of Common Stock as shall then be
issuable upon the exercise of all outstanding Class A Warrants. Shares of Common
Stock issuable upon exercise of Class A Warrants shall, at the time of delivery,
be duly and validly issued, fully paid, nonassessable and free from all taxes
(including, but not limited to, transfer taxes), liens and charges with respect
to the issue thereof (other than those taxes, liens or charges which the Company
shall promptly pay or discharge) , and upon issuance, such shares shall be
listed on each national securities exchange or eligible for inclusion in each
automated quotation system, if any, on or in which the other shares of
outstanding Common Stock of the Company are then listed or eligible for
inclusion.
(b) If any securities to be reserved for the purpose of exercise of Class A
Warrants hereunder require registration with, or approval of, any governmental
authority under any federal securities law before such securities may be validly
issued or delivered upon such exercise, then the Company will, in good faith and
as expeditiously as reasonably possible, endeavor to secure such registration or
approval. The Company will use commercially reasonable efforts to obtain
appropriate approvals or registrations under applicable state securities laws.
With respect to any such securities, however, Warrants may not be exercised by,
or shares of Common Stock issued to, any Registered Holder in any state in which
such exercise would be unlawful.
(c) The Company will pay all documentary, stamp or similar taxes and other
governmental charges that may be imposed with respect to the issuance of Class A
Warrants, or the issuance, or delivery of any shares of Common Stock upon
exercise of the Class A Warrants; provided, however, that if the shares of
Common Stock are to be delivered in a name other than the name of the Registered
Holder, then no such delivery shall be made unless the person requesting the
same has paid to the Company the amount of transfer taxes or charges incident
thereto, if any.
-3-
Exchange and Registration of Transfer.
(a) This Warrant Certificate may be exchanged for other Warrant
Certificates representing an equal aggregate number of Class A Warrants of the
same class or may be transferred in whole or in part. Warrant Certificates to be
exchanged shall be surrendered to the Company at its principal office, and upon
satisfaction of the terms and provisions hereof, the Company shall execute,
issue and deliver in exchange therefor, the Warrant Certificate or Certificates
which the Registered Holder making the exchange shall be entitled to receive.
(b) The Company shall keep at its principal office books in which it shall
register Warrant Certificates and the transfer thereof. Upon due presentment for
registration of transfer of any Warrant Certificate at such office, the Company
shall execute, issue and deliver to the transferee or transferees, a new Warrant
Certificate or Certificates representing an equal aggregate number of Class A
Warrants.
(c) If this Warrant Certificate is presented for registration of transfer,
or for exchange or exercise, the subscription or assignment form, as applicable,
hereon shall be duly endorsed, or be accompanied by a written instrument or
instruments of transfer or subscription, as applicable in form satisfactory to
the Company, duly executed by the Registered Holder or his attorney-in-fact duly
authorized in writing.
(d) A service charge may be imposed by the Company for any exchange or
registration of transfer of Warrant Certificates.
Loss or Mutilation. Upon receipt by the Company of evidence satisfactory to it
of the ownership of, and loss, theft, destruction or mutilation of, this Warrant
Certificate and, in case of loss, theft or destruction, of indemnity
satisfactory to it, and, in the case of mutilation, upon surrender and
cancellation thereof, the Company shall, in the absence of notice that this
Warrant Certificate has been acquired by a bona fide purchaser, execute, sign
and deliver to the Registered Holder, in lieu thereof, a new Warrant Certificate
of like tenor representing an equal aggregate number of Warrants. Applicants for
a substitute Warrant Certificate shall comply with such other reasonable
regulations and pay such other reasonable charges as the Company may prescribe.
Redemption.
(a) Upon not less than 30 days notice given at any time after the
applicable date of issuance thereof, the outstanding Class A Warrants
represented by this Warrant Certificate may be redeemed, at the option of the
Company, at a Redemption Price of $0.001 per Class A Warrant. All Class A
Warrants must be redeemed if any are redeemed.
(b) If the conditions set forth in clause (a) above are satisfied, and the
Company desires to exercise its rights to redeem Warrants, it shall request the
Warrant Agent to send a notice of redemption to each of the Registered Holders
of the Warrants to be redeemed, first class mail,
-4-
postage prepaid, not later than the 30th day before the Redemption Date, at
their last address as shall appear on the Class A Warrant register maintained by
the Company. Any notice mailed in the manner provided herein shall be
conclusively presumed to have been duly given whether or not the Registered
Holder receives such notice.
(c) The notice of redemption shall specify: (i) the Redemption Price; (ii)
the date fixed for redemption (the "Redemption Date"); (iii) the place where
Warrant Certificates shall be delivered and the redemption price paid; and (iv)
that the right to exercise the Class A Warrants shall terminate at 5:00 p.m.
(Las Vegas, Nevada time) on the Business Day immediately preceding the
Redemption Date. No failure to mail such notice nor any defect therein or in the
mailing thereof shall affect the validity of the proceedings for such
redemption, except as to a Registered Holder (a) to whom notice was not mailed
or (b) whose notice was defective. An affidavit of the Secretary or an Assistant
Secretary of the Company that notice of redemption has been mailed shall, in the
absence of fraud, be conclusive evidence of the facts stated therein.
(d) Any right to exercise a Class A Warrant shall terminate at 5:00 p.m.
(Las Vegas, Nevada time) on the Business Day immediately preceding the
Redemption Date. Except as provided in clause (e) below, on and after the
Redemption Date, Registered Holders of the Class A Warrants shall have no
further rights, except to receive, upon surrender of the Warrant Certificates
representing such Class A Warrants, the Redemption Price.
(e) From and after the Redemption Date, the Company shall, at the place
specified in the notice of redemption, upon presentation and surrender to the
Company by or on behalf of the Registered Holder thereof of this Warrant
Certificates, deliver or cause to be delivered to or upon the written order of
such holder a sum of cash equal to the Redemption Price of each such Warrant,
provided that if the aggregate amount payable to any Registered Holder in
redemption of Class A Warrants held by such Registered Holder is $1.00 or less,
the Company shall have no liability to make payment of the Redemption Price to
such Registered Holder; such Registered Holder will have no claim against the
Company for the payment of such Redemption Price; and the Class A Warrants held
by such Registered Holders shall, nevertheless, be deemed to have been duly
redeemed on the applicable Redemption Date, whether or not the same are
surrendered. From and after the Redemption Date and upon the deposit or setting
aside by the Company of a sum sufficient to redeem all the Class A Warrants
called for redemption, such Class A Warrants shall expire and become void and
all rights hereunder and under the Warrant Certificates shall cease, except the
right, if any, to receive payment of the Redemption Price.
(f) The Company reserves the right to have standby purchasers of all
unexercised Class A Warrants on the Redemption Date exercise such Class A
Warrants during the two week period following the Redemption Date, with the
Company receiving the Exercise Price and paying the redemption price to the
registered holders of unexercised Class A Warrants.
Adjustment of Exercise Price and Number of Shares of Common Stock and Class B
Warrants. After each adjustment of the Exercise Price pursuant to these
adjustment provisions, the number of
-5-
shares of Common Stock and Class B Warrants purchasable upon the exercise of
each Class A Warrant shall, in each case, equal the number of shares of Common
Stock and Class B Warrants receivable upon exercise thereof prior to such
adjustment multiplied by a fraction, the numerator of which shall be the
original Exercise Price and the denominator of which shall be such adjusted
Exercise Price.
The Exercise Price shall be subject to adjustment as set forth below:
(a) (i) In case the Company shall hereafter: (A) pay a dividend or make a
distribution on shares of its Common Stock in shares of its capital stock
(whether shares of Common Stock or of capital stock of any other class), (B)
subdivide its outstanding shares of Common Stock, (C) combine its outstanding
shares of Common Stock into a smaller number of shares, or (D) issue by
reclassification of its shares of Common Stock, any shares of capital stock of
the Company, the Exercise Price in effect immediately prior to such action shall
be adjusted so that the Registered Holder of any Class A Warrant thereafter
exercised shall be entitled to receive the number of securities of the Company
which it would have owned immediately following such action had such Class A
Warrant been exercised immediately prior thereto. An adjustment made pursuant to
this subsection shall become effective immediately after the record date in the
case of a dividend or distribution of shares of Common Stock and shall become
effective immediately after the effective date in the case of a subdivision,
combination or reclassification. If, as a result of an adjustment made pursuant
to this clause (a)(i), the Registered Holder of any Class A Warrant thereafter
exercised shall become entitled to receive two or more securities of the
Company, the Board (whose determination shall be conclusive and shall be
described in a statement filed with the Warrant Agent) shall determine the
allocation of the adjusted Exercise Price between or among such securities.
(ii) In any case in which this clause (a) shall require that an adjustment
to the Exercise Price be made immediately following a record date, the Company
may elect to defer, but only until five Business Days following the filing with
the Secretary of the Company of the certificate of its chief financial officer
described in clause (d)(i) below, issuing to the holder of any Class A Warrants
exercised after such record date the shares of Common Stock and securities of
the Company issuable upon such exercise over and above the shares of Common
Stock and other securities of the Company issuable upon such exercise on the
basis of the Exercise Price prior to adjustment.
(iii) No adjustment in the Exercise Price shall be required to be made
unless such adjustment would require an increase or decrease of at least $0.10;
provided, however, that any adjustments which by reason of this subsection are
not required to be made shall be carried forward and taken into account in any
subsequent adjustment. All calculations under these adjustment provisions shall
be made to the nearest cent or to the nearest one-one hundredth of a share, as
the case may be, but in no event shall the Company be obligated to issue
fractional shares upon the exercise of any Class A Warrant.
(iv) No adjustment of the Exercise Price shall be made, except on the
conditions set forth in this clause (a). Without limitation to the foregoing,
there shall be no adjustment pursuant to this
-6-
clause (a) should the Company issue any capital stock for cash or other
consideration on terms approved by the Board.
(b) In case of any reclassification or change of outstanding shares of
Common Stock issuable upon exercise of the Class A Warrants (other than a change
in par value, or from par value to no par value, or from no par value to par
value, or as a result of a subdivision or combination), or in case of any
consolidation or merger of the Company with or into another corporation (other
than a merger with a subsidiary of the Company, in which merger, the Company is
the continuing corporation and which does not result in any reclassification or
change of the then outstanding shares of Common Stock or other securities
issuable upon exercise of the Class A Warrants, other than a change in par
value, or from par value to no par value, or from no par value to par value), or
in the case of any sale or conveyance to another corporation of the property of
the Company as an entirety or substantially as an entirety, then, as a condition
of such reclassification, change, consolidation, merger, sale or conveyance, the
Company, or such successor or purchasing corporation, as the case may be, shall
make lawful and adequate provision whereby the Registered Holder of each Class A
Warrant then outstanding shall have the right thereafter to receive on exercise
of such Warrant the kind and amount of shares of stock and other securities and
property receivable upon such reclassification, change, consolidation, merger
sale or conveyance by a holder of the number of shares of Common Stock issuable
upon exercise of such Warrant immediately prior to such reclassification,
change, consolidation, merger, sale or conveyance and the Company or its
successors shall forthwith file with its Secretary a statement setting forth
such provisions signed by (1) its President or a Vice President and (2) by its
Secretary or an Assistant Secretary, evidencing such provisions. Such provisions
shall include a provision for adjustments which shall be as nearly equivalent as
may be practicable to the adjustments provided for in clause (a) above. The
provisions of this clause (b) shall similarly apply to successive
reclassifications and changes of shares of Common Stock and to successive
consolidations, mergers, sales or conveyances.
(c) Before taking any action which would cause an adjustment reducing the
Exercise Price below the then par value of the shares of Common Stock issuable
upon exercise of the Class A Warrants, the Company will take any corporate
action which may, in the opinion of its counsel, be necessary in order that the
Company may validly and legally issue fully paid and nonassessable shares of
Common Stock at such adjusted Exercise Price.
(d) (i) Upon any adjustment of the Exercise Price required to be made
pursuant to these adjustment provisions, the Company within 30 days thereafter
shall (A) cause to be filed with the Secretary of the Company a certificate of
its Chief Financial Officer setting forth the Exercise Price after such
adjustment and setting forth in reasonable detail the method of calculation and
the facts upon which such calculation was based, which certificate shall be
conclusive evidence of the correctness of such adjustment, and (B) cause to be
mailed to the Registered Holder of this Warrant Certificate written notice of
such adjustment. Where appropriate, such notice may be given in advance and
included as a part of the notice required to be mailed under the notice
provisions set forth below.
-7-
(ii) In case at any time:
(A) the Company shall declare any dividend upon its Common Stock
payable otherwise than in cash or in shares of Common Stock of the
Company; or
(B) the Company shall offer for subscription to the holders of
its Common Stock (other than pursuant to the terms of the Warrants)
any additional shares of stock of any class or any other securities
convertible or exercisable into, or exchangeable for shares of Common
Stock or any rights to subscribe thereto; or
(C) there shall be any capital reorganization or reclassification
of the capital stock of the Company, or a sale of all or substantially
all of the assets of the Company, or a consolidation or merger of the
Company with another corporation (other than a merger with a
subsidiary of the Company in which merger the Company is the
continuing corporation and which does not result in any
reclassification or change of the then outstanding shares of Common
Stock or other capital stock issuable upon exercise of the Class A
Warrants other than a change in par value, or from par value to no par
value, or from no par value to par value); or
(D) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company; then, in any one or more of
such cases;
the Company shall cause to be mailed to the Registered Holder of this Warrant
Certificate, at the earliest practicable time (and, in any event, not less than
20 days before any record date or other date set for definitive action), written
notice of the date on which the books of the Company shall close or a record
shall be taken for such reorganization, reclassification, sale, consolidation,
merger, dissolution, liquidation or winding up shall take place, as the case may
be. Such notice shall also set forth such facts as shall indicate the effect of
such action (to the extent such effect may be known at the date of such notice)
on the Exercise Price and the kind and amount of the shares of stock and other
securities and property deliverable upon exercise of the Class A Warrants. Such
notice shall also specify the date as of which the holders of the Common Stock
of record shall participate in dividend, distribution or subscription rights or
shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reorganization, reclassification, sale,
consolidation, merger, dissolution, liquidation or winding up as the case may
be (on which date, in the event of voluntary or involuntary dissolution,
liquidation or winding up of the Company, the right to exercise the Class A
Warrants shall terminate).
(iii) Without limiting the obligation of the Company to provide notice to
the Registered Holders of the Warrant Certificates of corporate actions
hereunder, the failure of the Company to give notice shall not invalidate such
corporate action of the Company.
-8-
Fractional Securities.
(a) If the number of shares of Common Stock and other securities
purchasable upon the exercise of each Class A Warrant is adjusted as above
provided, the Company, nevertheless, shall not be required to issue fractions of
shares or Class B Warrants pertaining to fractional shares upon exercise of the
Class A Warrants or otherwise, or to distribute certificates that evidence
fractional shares or the right to purchase fractional shares. With respect to
any fraction of a share or Class B Warrant that would relate to a fraction of a
share called for upon any exercise hereof, the Company shall pay to the
Registered Holder an amount in cash equal to such fraction multiplied by the
current market value of such fractional share or Class B Warrants relating to
fractional shares, determined as follows:
(i) If the Common Stock or Class B Warrant is listed on a national
securities exchange or admitted to unlisted trading privileges on such exchange
or listed for quotation on the Nasdaq Stock Market Inc. ("Nasdaq"), the current
value shall be the last reported sale price of the Common Stock on such exchange
or Nasdaq 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 for such day on such exchange or Nasdaq; or
(ii) If the Common Stock or Class B Warrants are not listed or admitted to
unlisted trading privileges, the current value shall be the mean of the last
reported bid and asked prices reported by the NASD's Over-the-Counter Electronic
Bulletin Board or the National Quotation Bureau, Inc. on the last business day
prior to the date of the exercise of this Class A Warrant; or
(iii) If the Common Stock or Class B Warrants are not so listed or admitted
to unlisted trading privileges and bid and asked prices are not so reported, the
current value shall be an amount determined in such reasonable manner as may be
prescribed by the Board.
Agreement of Warrant Holders. The Registered Holder of this Warrant Certificate,
by his acceptance thereof, consents and agrees with the Company and every other
Registered Holder of a Warrant that:
(a) The Class A Warrants are transferable only on the Class A Warrant
registry books of the Company by the Registered Holder hereof in person or by
his attorney duly authorized in writing and only if this Warrant Certificate is
surrendered at the office of the Company, with the transfer form hereon attached
hereto duly endorsed, or accompanied by a proper instrument of transfer
satisfactory to the Company in its sole discretion, together with payment of any
applicable transfer taxes; and
(b) The Company may deem and treat the person in whose name this Warrant
Certificate is registered as the Registered Holder thereof and as the absolute,
true and lawful owner of the Warrants represented hereby for all purposes, and
the Company shall not be affected by any notice or knowledge to the contrary,
except as otherwise expressly provided herein.
-9-
Cancellation of Warrant Certificates. If the Company shall purchase or acquire
the Class A Warrants represented hereby, this Warrant Certificate shall be
surrendered to the Company and shall be canceled by the Company and retired.
Right to Extend Expiration Date or Reduce Exercise Price. The exercise price of
the Class A Warrants and/or the Class B Warrants may, at the Company's option,
upon 30 days prior written notice, be reduced from time to time for a period or
periods, none of which shall be for less than 15 nor more than 90 days. The
Company shall also have the right to extend the exercise period of the Class A
or Class B Warrants at the Company's sole option.
Notices. All notices, requests, consents and other communications hereunder
shall be in writing and shall be deemed to have been made when delivered or
mailed first class registered or certified mail, postage prepaid as follows:
(a) if to the Registered Holder of this Warrant Certificate, at the address
of such holder as shown on the registry books maintained by the Company;
(b) if to the Company, at 1700 W. Horizon Ridge Parkway, Henderson, Nevada
89012 or at such other address as may have been furnished to the Registered
Holders in writing by the Company;
Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Nevada without reference to choice of law rules
thereof.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed, manually or in facsimile by an officer thereof duly authorized.
CREST VIEW, INC.
Dated: __________, 2000 By __________________________
Johnny R. Thomas, President
-10-
SUBSCRIPTION FORM
To Be Executed by the Registered Holder
in order to Exercise Class A Warrants
The undersigned Registered Holder hereby irrevocably elects to exercise
Class A Warrants represented by this Warrant Certificates, and to purchase the
securities issuable upon the exercise of such Class A Warrants, and requests
that certificates for such securities shall be issued in the name of
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
_________________________________________
_________________________________________
_________________________________________
[please print or type name and address]
and be delivered to
_________________________________________
_________________________________________
_________________________________________
[please print or type name and address]
-11-
and if such number of Class A Warrants shall not be all of the Class A Warrants
evidenced by this Warrant Certificate, that a new Warrant Certificate for the
balance of such Class A Warrants be registered in the name of, and delivered to,
the Registered Holder at the address stated below.
Dated: ____________________________ x _________________________________
__________________________________
Address
__________________________________
__________________________________
Taxpayer Identification Number
__________________________________
Signature Guaranteed
-12-
ASSIGNMENT
To Be Executed by the Registered Holder
in Order to Assign Class A Warrants
FOR VALUE RECEIVED, ______________________________________________________
hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
______________________________________
______________________________________
______________________________________
[please print or type name and address]
_____________________of the Class A Warrants represented by this Warrant
Certificate, and hereby irrevocably constitutes and appoints
_________________________________________ Attorney to transfer this Warrant
Certificate on the books of the Company, with full power of substitution in the
premises.
Dated:________________________ x____________________________
Signature Guaranteed
THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE
GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE
AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR
MIDWEST STOCK EXCHANGE.