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EXHIBIT 10.26
BEVERAGE WORKS, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
1. PURPOSE. The purpose of this Plan is to promote the
interests of Beverage Works, Inc. and its affiliates and
stockholders by helping to attract and retain highly qualified non-
employee directors.
2. DEFINITIONS. Unless the context clearly indicates
otherwise, the following terms, when used in the Plan, shall have
the meanings set forth in this section:
A. "Annual Meeting" shall mean the Company's regular
annual meeting of shareholders.
B. "Board" shall mean the Board of directors of the
Company.
C. "Company" shall mean Beverage Works, Inc., a
California corporation, and any successor corporation.
D. "Director" shall mean a member of the Board.
E. "Non-Employee Director" shall mean a Director who is
not also an officer or salaried employee of the Company or any of
its subsidiaries.
F. "Plan" shall mean this Beverage Works, Inc. Non-
Employee Director Compensation Plan, as set forth herein and as it
may be amended from time to time.
G. "Shares" shall mean shares of the voting Common
Stock of the Company, no par value.
3. ANNUAL RETAINER. Each Non-Employee Director shall be paid for
each year of service a retainer at an annualized rate of Five Thousand Dollars
($5,000), payable in arrears in four equal quarterly installments on each of
June 1, September 1, December 1, and March 1 (each, "Payment Date") following
the Annual Meeting at which such director was elected or re-elected to the
Board, as the case may be. A Non-Employee Director who becomes a member of the
Board between Annual Meetings shall be paid the quarterly installment on each
Payment Date which falls between the date he becomes a member of the Board and
the date of the next Annual Meeting. A Non-Employee Director who resigns from
the Board between Annual Meetings shall be paid the quarterly installment for
the Payment Date next following the date of such resignation. Such annual
retainer may be increased by the Board from time to time in its discretion.
4. EXPENSES. Non-Employees Director shall be reimbursed for
reasonable travel expenses for board meetings and other pre-
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approved business expenses.
5. ISSUANCE OF DIRECTORS' WARRANTS.
A. On each Payment Date for which a Non-Employee Director
shall be entitled to an installment payment under the provisions of Section 3
herein, such Non-Employee Director shall also receive One Thousand Two Hundred
Fifty (1,250) warrants under the Directors' Warrant Agreement.
B. Directors' Warrants or the shares issuable upon exercise of
the Directors' Warrants shall not be issued unless such issuance shall comply
with all relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, applicable state securities laws, the
Securities Exchange Act of 1934, as amended, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange (including
Nasdaq) upon which the Company's common stock may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance. The Company may require the Non-Employee Director to represent and
warrant at the time of any such issuance that the Directors' Warrants and the
shares issuable upon exercise of the Directors' Warrants are being acquired only
for investment and without any present intention to sell or distribute such
securities if, in the opinion of counsel for the Company, such a representation
is required by any of the aforementioned relevant provisions of law.
C. The Company, during the term of this Plan, will at all
times reserve and keep available such number of shares of common stock as shall
be sufficient to satisfy the requirements of the Plan. Inability of the Company
to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company's counsel to be necessary to the lawful
issuance of any Directors' Warrants or the shares issuable upon exercise of the
Directors' Warrants hereunder, shall relieve the Company of any liability in
respect of the failure to issue such Directors' Warrants or the shares issuable
upon exercise of the Directors' Warrants as to which such requisite authority
shall not have been obtained.
6. EFFECTIVE DATE. The Plan shall be effective upon the
later of the closing of the Company's first initial public offering
or approval by the Board ("Effective Date").
7. AMENDMENT AND TERMINATION OF THE PLAN. The Board in its
discretion may terminate the Plan or alter or amend the Plan or any part thereof
from time to time; provided, however, this Plan shall terminate no later than
two years from the Effective Date.
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THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 ("THE ACT") OR QUALIFIED OR REGISTERED UNDER ANY STATE SECURITIES OR
BLUE SKY LAWS. NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED,
SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH STATE LAWS UNLESS SUCH
OFFER, SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION
OR QUALIFICATION UNDER THE ACT AND SUCH STATE LAWS.
BEVERAGE WORKS, INC.
DIRECTORS' WARRANT AGREEMENT
RECITALS. This Directors' Warrant Agreement ("Agreement") dated January
____, 1997 certifies that the registered owners ("Holders") of the Directors'
Warrants (herein referred to as the "Directors' Warrants") to purchase up to,
subject to anti-dilution provisions herein, One Hundred Thousand (100,000)
shares of the common stock, no par value ("Shares"), of Beverage Works, Inc., a
California corporation (herein referred to as the "Company") entitles the
Holders to purchase from the Company, for a five (5) year period commencing on
the date hereof, one fully-paid and nonassessable Share for each Directors'
Warrant at an exercise price equal $5.20 (the "Exercise Price"), upon
presentation and surrender of the Directors' Warrant certificate at the
principal corporate office of the Company, with the Form of Election to Purchase
duly executed, and upon payment of the Exercise Price per Share.
1. REGISTRATION. The Directors' Warrants shall be numbered and shall be
registered in the Directors' Warrant Register. The Company shall be entitled to
treat the Holder of any Directors' Warrant as the owner in fact thereof for all
purposes and shall not be bound to recognize any equitable or other claim to or
interest in such Directors' Warrant on the part of any other person, and shall
not be liable for any registration of transfer of Directors' Warrants which are
registered or to be registered in the name of a fiduciary or the nominee of a
fiduciary unless made with actual knowledge that a fiduciary or nominee is
committing a breach of trust in requesting such registration of transfer, or
with such knowledge of such facts that its participation therein amounts to bad
faith.
2. TRANSFER. The Directors' Warrants shall be transferable only on the
books of the Company maintained at the Company's principal office upon delivery
thereof duly endorsed by a Holder or by its duly authorized attorney or
representative, or accompanied by proper evidence of succession, assignment, or
authority to transfer. In all cases of transfer by an attorney, the original
letter of attorney, duly approved, or an official copy thereof, duly certified,
shall be deposited and remain with the Company. In case of transfer by
executors, administrators, guardians or other legal representatives, duly
authenticated evidence of their authority shall be produced. Upon any
registration of transfer,
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the Company shall countersign and deliver new Directors' Warrants to the person
entitled thereto.
3. FORM OF DIRECTORS' WARRANTS. The text of the Directors' Warrants and
of the form of election to purchase Shares shall be substantially as set forth
in Exhibit "A" attached hereto. The price of Shares and the number of Shares
issuable upon exercise of Directors' Warrants are subject to adjustment upon the
occurrence of certain events, all as hereinafter provided. The Directors'
Warrants shall be executed on behalf of the Company by its President or one of
its Vice Presidents, under its corporate seal reproduced thereon attested by its
Secretary or an Assistant Secretary. The signature of any of these officers on
the Directors' Warrants may be manual or facsimile. Directors' Warrants bearing
the manual or facsimile signatures of individuals who were at any time the
proper officers of the Company shall bind the Company, notwithstanding that such
individuals or any one of them shall have ceased to hold such offices prior to
the delivery of such Directors' Warrants or did not hold such office on the date
of this Agreement. Directors' Warrants shall be dated as of the date of
counter-signature thereof by the Company either upon initial issuance or upon
division, exchange, substitution, or transfer.
4. EXCHANGE. Directors' Warrant certificates may be exchanged for
another certificate or certificates entitling the Holder thereof to purchase a
like aggregate number of Shares as the certificate or certificates surrendered
then entitle such Holder to purchase. Any Holder of a Directors' Warrant
desiring to exchange Directors' Warrant certificates shall make such request in
writing delivered to the Company, and shall surrender, properly endorsed, the
certificate or certificates evidencing the Directors' Warrant or Directors'
Warrants to be so exchanged. Thereupon, the Company shall countersign and
deliver to the person entitled thereto a new Directors' Warrant certificate or
certificates, as the case may be, as so requested.
5. TERM OF DIRECTORS' WARRANTS. Subject to the terms of this Agreement,
each Holder shall have the right, at any time during the period commencing at
10:00 A.M., New York time, on the date of this Agreement until 3:00 P.M. New
York time, on January ___, 2002 (the date five (5) years from the date of this
Agreement) (the "Termination Date"), to purchase from the Company the number of
fully paid and nonassessable Shares to which the Holder may at the time be
entitled to purchase pursuant to such Directors' Warrants, upon surrender, to
the Company at the principal office of the Company of the certificate or
certificates evidencing the Directors' Warrants to be exercised, together with
the form of election to purchase duly completed and signed, and upon payment to
the Company of the Exercise Price, for the number of Shares in respect of which
such Directors' Warrants are then exercised.
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6. PAYMENT UPON EXERCISE. Payment of the aggregate Exercise Price shall
be made in cash or by certified or cashier's check. Upon such surrender of
Directors' Warrants and payment of the Exercise Price as aforesaid, the Company
shall issue and cause to be delivered with all reasonable dispatch to or upon
the written order of the Holder and in such name or names as the Holder may
designate, a certificate or certificates for the number of full Shares so
purchased upon the exercise of such Directors' Warrants, together with cash, as
provided in Section 15 hereof, in respect of any fractional Shares otherwise
issuable upon such surrender. Such certificate or certificates shall be deemed
to have been issued and any person so designated to be named therein shall be
deemed to have become a holder of record of such Shares as of the date of the
surrender of such Directors' Warrants and payment of the Exercise Price, as
aforesaid; provided, however, that if, at the date of surrender of such
Directors' Warrants and payment of such Exercise Price, the transfer books for
the Shares or other class of stock purchasable upon the exercise of such
Directors' Warrants shall be closed, the certificates for the Shares in respect
of which such Directors' Warrants are then exercised shall be issuable as of the
date on which such books shall next be opened (whether before or after the
Termination Date) and until such date the Company shall be under no duty to
deliver any certificate for such Shares; provided further, however, that the
transfer books of record, unless otherwise required by law, shall not be closed
at any one time for a period longer than twenty days. The rights of purchase
represented by the Directors' Warrants shall be exercisable, at the election of
the Holders thereof either in full or from time to time in part and, in the
event that a certificate evidencing Directors' Warrants is exercised in respect
of less than all of the Shares specified therein at any time prior to the date
of expiration of the Directors' Warrants, a new certificate evidencing the
remaining Directors' Warrant or Directors' Warrants will be issued.
7. TAXES. The Company will pay all documentary stamp taxes, if any,
attributable to the initial issuance of Shares issuable upon the exercise of
Directors' Warrants; 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 issue or delivery of any Directors' Warrants or certificates for Shares.
8. [RESERVED].
9. MUTILATED OR MISSING WARRANTS. In case any of the certificates
evidencing the Directors' Warrants shall be mutilated, lost, stolen or
destroyed, the Company may, in its discretion, issue and deliver in exchange and
substitution for and upon cancellation of the mutilated Directors' Warrant
certificate, or in lieu of and substitution for the Directors' Warrant
certificate lost, stolen or destroyed, a new Warrant certificate of like tenor
and representing an equivalent right or interest; but only upon receipt of
evidence satisfactory to the Company of such loss, theft
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or destruction of such Warrant and indemnity, if requested, also satisfactory to
them. Applicants for such substitute Directors' Warrant certificate shall also
comply with such other reasonable regulations and pay such other reasonable
charges as the Company may prescribe.
10. RESERVATION OF SHARES. There have been reserved, and the Company
shall at all times keep reserved, out of its authorized Common stock a number of
shares of common stock sufficient to provide for the exercise of the rights of
purchase represented by the outstanding Directors' Warrants. The Transfer Agent
for the Common Stock (the "Transfer Agent") and every subsequent transfer agent
for any shares of the Company's capital stock issuable upon the exercise of any
of the rights of purchase aforesaid will be irrevocably authorized and directed
at all times to reserve such number of authorized shares as shall be requisite
for such purpose. The Company will keep a copy of this Agreement on file with
the Transfer Agent for the Common Stock and with every subsequent transfer agent
for any shares of the Company's capital stock issuable upon the exercise of the
rights of purchase represented by the Directors' Warrants. The Company will
supply such Transfer Agent with duly executed stock certificates for such
purpose and will provide or otherwise make available any cash which may be
payable as provided herein. All Directors' Warrants surrendered in the exercise
of the rights thereby evidenced shall be cancelled by the Company.
11. ANTI-DILUTION. In case the Company shall (i) pay a dividend in
shares of Common Stock or make a distribution in shares of Common Stock, (ii)
subdivide its outstanding shares of Common Stock, (iii) combine its outstanding
shares of Common Stock into a smaller number of shares of Common Stock or (iv)
issue by reclassification of its shares of Common Stock other securities of the
Company, the number of Shares purchasable upon exercise of each Directors'
Warrant immediately prior thereto shall be adjusted so that the Holder of each
Directors' Warrant shall be entitled to receive the kind and number of Shares or
other securities of the Company which he would have owned or have been entitled
to receive after the happening of any of such event or any record date with
respect thereto. An adjustment shall become effective immediately after the
effective date of such event retroactive to the record date, if any, for such
event. Whenever the number of Shares purchasable upon the exercise of each
Directors' Warrant is adjusted, as herein provided, the Exercise Price per Share
payable upon exercise of each Directors' Warrant shall be adjusted by
multiplying such Exercise Price immediately prior to such adjustment by a
fraction, of which the numerator shall be the number of Shares purchasable upon
the exercise of each Directors' Warrant immediately prior to such adjustment,
and of which the denominator shall be the number of Shares so purchasable
immediately thereafter. Whenever the number of Shares purchasable upon the
exercise of each Directors' Warrant or the Exercise Price
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is adjusted, as herein provided, the Company shall promptly mail by first class
mail, postage prepaid, to each Holder of a Directors' Warrant or Directors'
Warrants notice of such adjustment or adjustments setting forth the number of
Shares purchasable upon the exercise of each Directors' Warrant after such
adjustment, a brief statement of the facts requiring such adjustment and the
computation by which such adjustment was made. Such certificate shall be
conclusive evidence of the correctness of such adjustment.
12. NO ADJUSTMENT FOR DIVIDENDS. Except as provided in Section 11, no
adjustment in respect of any dividends shall be made during the term of the
Directors' Warrants or upon the exercise of the Directors' Warrants.
13. PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION,
CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger
of the Company into another corporation or in case of any sale or conveyance to
another corporation of the property, assets or business of the Company as an
entirety or substantially as an entirety, the Company or such successor or
purchasing corporation, as the case may be, shall execute an agreement that each
Holder of a Directors' Warrant shall have the right thereafter upon payment of
the Exercise Price in effect immediately prior to such action to purchase upon
exercise of each Directors' Warrant the kind and amount of Shares and other
securities and property which he would have owned or have been entitled to
receive after the happening of such consolidation, merger, sale or conveyance
had such Directors' Warrant been exercised immediately prior to such action.
Such agreement shall provide for adjustments, which shall be as nearly
equivalent as may be practicable to the adjustments provided for in Section 11.
The Company shall mail by first class mail, postage prepaid, to the Holder of
each Directors' Warrant, notice of the execution of any such agreement. The
provisions of this Section 13 shall similarly apply to successive
consolidations, mergers, sales, or conveyances.
14. STATEMENT ON WARRANTS. Irrespective of any adjustments in the
number or kind of Shares purchasable upon the exercise of the Directors'
Warrants, Directors' Warrants theretofore or thereafter issued may continue to
express the same number and kind of Shares as are stated in the Directors'
Warrants initially issuable pursuant to this Agreement.
15. FRACTIONAL INTERESTS. The Company shall not be required to issue
fractional Shares on the exercise of Directors' Warrants. If more than one
Directors' Warrant shall be presented for exercise in full at the same time by
the same Holder, the number of full Shares which shall be issuable upon the
exercise thereof shall be computed on the basis of the aggregate number of
Shares represented by the Directors' Warrants so presented. If any fraction of a
Share would, except for the provisions of this Section 15, be issuable on the
exercise of any Directors' Warrant (or specified
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portion thereof), the Company shall pay an amount in cash equal to the current
market price per Share multiplied by such fraction.
16. NO RIGHTS AS STOCKHOLDER. Nothing contained in this Agreement or in
any of the Directors' Warrants shall be construed as conferring upon the Holders
or their transferees the right to vote or to receive dividends or to consent or
to receive notice as stockholders in respect of any meeting of stockholders for
the election of directors of the Company or any other matter, or any rights
whatsoever as stockholders of the Company.
17. NOTICES. Any notice pursuant to this Agreement by the Company or
by the Holder of any Directors' Warrant, shall be in writing and shall be deemed
to have been duly given if delivered or mailed, certified mail, return receipt
requested:
(a) If to the Company addressed as follows:
Beverage Works, Inc.
9800 S. Sepulveda Blvd., Suite 720
Los Angeles, CA 90045
Attn: Lyle Maul, CFO
with a copy to :
Hecht & Steckman, P.C.
60 East 42nd Street, Suite 5101
New York, NY 10165-5101
Attn: James G. Smith, Esq.
(b) If to the Holder addressed to the address as
reflected on the Company's books.
Any notice mailed pursuant to this Agreement by the Company or to the Holders of
Directors' Warrants shall be in writing and shall be deemed to have been duly
given if mailed, postage prepaid, to such Holders at their respective addresses
on the books of the Company.
18. AMENDMENTS. The Company may from time to time supplement or amend
this Agreement, without the approval of any Holders of Directors' Warrants, in
order to cure any ambiguity or to correct or supplement any provision contained
herein which may be defective or inconsistent with any other provisions herein,
or to make any other provisions in regard to matters or questions arising
hereunder which the Company may deem necessary or desirable and which shall not
be inconsistent with the provisions of the Directors' Warrants and which shall
not materially adversely affect the interest of the Holders of Directors'
Warrants.
19. MERGER OR CONSOLIDATION OF COMPANY. The Company will not merge or
consolidate with or into any other corporation unless the corporation resulting
from such merger or consolidation (if not the Company) shall expressly assume,
by supplemental agreement, the due and punctual performance and observance of
each and every covenant
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and condition of this Agreement to be performed and observed by the
Company.
20. RESTRICTED SECURITIES. The Directors' Warrants and the shares of
Common Stock issuable upon exercise of the Directors' Warrants have not been
registered under the Securities Act of 1933, as amended, and that the Directors'
Warrants and the Shares issuable upon exercise of the Directors' Warrants may be
sold, transferred, assigned or disposed of, except in accordance with such Act
and the Rules and Regulations of the Securities and Exchange Commission
promulgated thereunder. Holders consent that the Directors' Warrant certificates
and certificates evidencing Shares issuable upon exercise of the Directors'
Warrants may contain the following legend:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 ("THE ACT") OR QUALIFIED OR REGISTERED UNDER ANY
STATE SECURITIES OR BLUE SKY LAWS. NEITHER THE SECURITIES NOR ANY
INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT AND SUCH STATE LAWS UNLESS SUCH OFFER, SALE,
TRANSFER, PLEDGE OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR
QUALIFICATION UNDER THE ACT AND SUCH STATE LAWS.
21. APPLICABLE LAW. This Agreement and each Directors' Warrant
referred to hereunder shall be deemed to be a contract made under the laws of
the State of California and for all purposes shall be construed in accordance
with the laws of said state.
22. SUCCESSORS. All the covenants and provisions of this Agreement by
or for the benefit of the Company or the Holders shall bind and inure to the
benefit of their respective successors and assigns hereunder.
23. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement shall be
construed to give to any person or corporation other than the Company and the
Holders of Directors' Warrants any legal or equitable right, remedy or claim
under this Agreement and this Agreement shall be for the sole and exclusive
benefit of the Company and the Holders of Directors' Warrants.
24. CAPTIONS. The captions of sections and paragraphs of this
Agreement have been inserted for convenience only and shall have no substantive
effect.
25. WARRANT AGENT. The Company shall act as the initial warrant agent
in connection with the issuance, transfer and exchange of the certificates and
the exercise of the Directors' Warrants. The Company may, without prior consent
of any of the Holders, appoint a successor warrant agent. Notice of the
appointment of a successor warrant agent shall be promptly given by
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the Company to all registered Holders.
BEVERAGE WORKS, INC. Attest:
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By: Frederik G.M. Rodenhuis, By: Lyle R. Maul,
President Secretary
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THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 ("THE ACT") OR QUALIFIED OR REGISTERED UNDER ANY STATE SECURITIES OR
BLUE SKY LAWS. NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED,
SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH STATE LAWS UNLESS SUCH
OFFER, SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION
OR QUALIFICATION UNDER THE ACT AND SUCH STATE LAWS.
BEVERAGE WORKS, INC.
DIRECTORS' WARRANT CERTIFICATE
Certificate Number ___ ________ Warrants
This Warrant Certificate certifies that ____________________ is the
registered holder of the number of Warrants indicated above (herein referred to
as the "Warrants") to purchase shares of the Common Stock, no par value
("Shares"), of Beverage Works, Inc., a California corporation (herein referred
to as the "Company"). Each Warrant entitles the holder thereof to purchase from
the Company, for a five (5) year period commencing on _________________, 1996
one fully-paid and nonassessable Share at an exercise price of $5.20 (the
"Exercise Price") upon presentation and surrender of this Warrant Certificate at
the principal corporate office of the Company, with the Form of Election to
Purchase duly executed, and upon payment of the Exercise Price per share of such
Common Stock. Payment of the Exercise Price shall be made in lawful money of the
United States of America. This Warrant Certificate is subject to terms,
provisions and conditions of the Directors' Warrant Agreement, which is
incorporated by reference and to which reference is hereby made for a full
description of the rights, limitations, obligations, duties and immunities
hereunder of the Company and the holder of the Warrant Certificates. This
Warrant Certificate, upon surrender to the Company, may be exchanged for another
Warrant Certificate or Warrant Certificates evidencing a like aggregate number
of Warrants. If this Warrant Certificate shall be exercised in part, the holder
hereof shall be entitled to receive upon surrender hereof, another Warrant
Certificate or Warrant Certificates evidencing the number of Warrants not
exercised.
COMPANY:
BEVERAGE WORKS, INC. Attest:
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By: Frederik G.M. Rodenhuis, By: Lyle R. Maul,
President Secretary
EXHIBIT "A"
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The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM -as tenants in common
TEN ENT -as tenants by the entireties
JT TEN -as joint tenants, with right of
survivorship and not as tenants in common
UNIF GIFT MIN ACT -Uniform Gifts to Minors Act of ______(State)______
Additional abbreviations may also be used thought not in the above list.
ELECTION TO PURCHASE
The undersigned Registered Holder hereby irrevocably elects to exercise _____
Directors' Warrants represented by this Directors' Warrant certificate, and to
purchase the securities issuable upon the exercise of such Directors' Warrants,
and requests that certificates for such securities shall be issued in the name
of and be delivered to:
Name ____________________________________________________
Address ____________________________________________________
Taxpayer I.D. ____________________________________________________
Soliciting Broker ____________________________________________________
and if such number of Directors' Warrants shall not be all the Directors'
Warrants evidenced by this Directors' Warrant certificate, that a new Directors'
Warrant Certificate for the balance of such Directors' Warrants be registered in
the name of, and delivered to, the Registered Holder at the address stated
below:
Name ____________________________________________________
Address ____________________________________________________
Taxpayer I.D. ____________________________________________________
ASSIGNMENT
FOR VALUE RECEIVED __ HEREBY SELL, ASSIGN AND TRANSFER UNTO
Name ____________________________________________________
Address ____________________________________________________
Taxpayer I.D. ____________________________________________________
Directors' Warrants represented by the within Certificate and do hereby
irrevocably constitute and appoint_____________________________________
__________ attorney to transfer the said shares on the books of the within named
Corporation with full power of substitution in the premises.
SIGNATURE
Dated: __________________________
Signed: __________________________
In presence of
__________________________________ _______________________________
THE SIGNATURE TO THE ELECTION TO PURCHASE OR ASSIGNMENT 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.