Exhibit 4.3
-----------
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE (COLLECTIVELY, THE "ACTS"). NEITHER
THIS WARRANT NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
WITH RESPECT HERETO UNDER ALL OF THE APPLICABLE ACTS, OR AN OPINION OF COUNSEL
SATISFACTORY TO I.D.SYSTEMS, INC. TO THE EFFECT THAT SUCH REGISTRATIONS ARE NOT
REQUIRED.
WARRANT
to Purchase Common Stock of
I.D. SYSTEMS, INC.
Expiring on January 22, 2007
THIS IS TO CERTIFY THAT, for value received, SANDERS MORRIS HARRIS INC., a
Texas corporation, or permitted assigns, is entitled to purchase from I.D.
SYSTEMS, INC., a Delaware corporation (the "Company"), at the place where the
Warrant Office designated pursuant to Section 2.1 is located, at a purchase
price per share of $9.58 (as adjusted pursuant to the terms of this Warrant, the
"Exercise Price"), 82,125 shares of duly authorized, validly issued, fully paid
and nonassessable shares of Common Stock, $.01 par value, of the Company (the
"Common Stock"), and is entitled also to exercise the other appurtenant rights,
powers and privileges hereinafter set forth. The number of shares of the Common
Stock purchasable hereunder and the Exercise Price are subject to adjustment in
accordance with Article III hereof. This Warrant shall expire at 5:00 p.m.,
C.S.T., on January 22, 2007.
Certain Terms used in this Warrant are defined in Article IV.
ARTICLE I
Exercise of Warrant
-------------------
1.1 Method of Exercise. This Warrant may be exercised as a whole or in part
from time to time until January 22, 2007, at which time this Warrant shall
expire and be of no further force or effect; provided, however, that the minimum
number of Warrant Shares that may be purchased on a single exercise shall be
10,000. To exercise this Warrant, the holder hereof or permitted assignees of
all rights of the registered owner
hereof shall deliver to the Company, at the Warrant Office designated in Section
2.1, (a) a written notice in the form of the Subscription Notice attached as an
exhibit hereto, stating therein the election of such holder or such permitted
assignees of the holder to exercise this Warrant in the manner provided in the
Subscription Notice, (b) payment in full of the Exercise Price (in the manner
described below) for all Warrant Shares purchased hereunder, and (c) this
Warrant. Subject to compliance with Section 3.1(a)(vi), this Warrant shall be
deemed to be exercised on the date of receipt by the Company of the Subscription
Notice, accompanied by payment for the Warrant Shares to be purchased and
surrender of this Warrant, as aforesaid, and such date is referred to herein as
the "Exercise Date." Upon such exercise (subject as aforesaid), the Company
shall issue and deliver to such holder a certificate for the full number of the
Warrant Shares purchasable by such holder hereunder, against the receipt by the
Company of the total Exercise Price payable hereunder for all such Warrant
Shares in cash or by certified or cashier's check. The Person in whose name the
certificate(s) for Common Stock is to be issued shall be deemed to have become a
holder of record of such Common Stock on the Exercise Date.
1.2 Fractional Shares. In lieu of any fractional shares of Common Stock
which would otherwise be issuable upon exercise of this Warrant, the Company
shall issue a certificate for the next lower number of whole shares of Common
Stock for any fraction of a share which is one-half or greater. No shares will
be issued for less than one-half a share.
ARTICLE II
Warrant Office; Transfer
------------------------
2.1 Warrant Office. The Company shall maintain an office for certain
purposes specified herein (the "Warrant Office"), which office shall initially
be the Company's office at One University Plaza, Hackensack, New Jersey 07601,
and may subsequently be such other office of the Company or of any transfer
agent of the Common Stock in the continental United States of which written
notice has previously been given to the holder of this Warrant. The Company
shall maintain, at the Warrant Office, a register for the Warrant in which the
Company shall record the name and address of the person in whose name this
Warrant has been issued, as well as the name and address of each permitted
assignee of the rights of the registered owner hereof.
2.2 Ownership of Warrant. The Company may deem and treat the person in
whose name this Warrant is registered as the holder and owner hereof
(notwithstanding any notations of ownership or writing hereon made by anyone
other than the Company) for all purposes and shall not be affected by any notice
to the contrary, until presentation of this Warrant for registration of transfer
as provided in this Article II.
2.3 Transfer of Warrants. The Company agrees to maintain at the Warrant
Office books for the registration and transfer of this Warrant. This Warrant may
be transferred in whole or in part only in compliance with the applicable law
and only to shareholders, officers, and employees of Sanders Morris Harris Inc.
or to any person who
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succeeds to all of the assets of Sanders Morris Harris Inc. The Company, from
time to time, shall register the transfer of this Warrant in such books upon
surrender of this Warrant at the Warrant Office, properly endorsed or
accompanied by appropriate instruments of transfer and written instructions for
transfer satisfactory to the Company. Upon any such transfer, a new Warrant
shall be issued to the transferee, and the surrendered Warrant shall be canceled
by the Company. The registered holder of this Warrant shall pay all taxes and
all other expenses and charges payable in connection with the transfer of
Warrants pursuant to this Section 2.3.
2.4 Registration Rights. The Company agrees to include the Warrant Shares
on any registration statement filed by the Company with respect to shares of
Common Stock of the Company issued and sold pursuant to the terms of the
Placement Agent Agreement dated January 7, 2002, between the Company and
Sanders Morris Harris Inc.; provided, however, that the Company need not include
on any such registration statement any Warrant Shares sold to the public either
pursuant to a registration statement or Rule 144 or that may be sold immediately
under Rule 144(k).
2.5 Acknowledgment of Rights. The Company will, at the time of the exercise
of this Warrant in accordance with the terms hereof, upon the request of the
registered holder hereof, acknowledge in writing its continuing obligation to
afford to such holder any rights (including without limitation, any right to
registration of the Warrant Shares) to which such holder shall continue to be
entitled after such exercise in accordance with the provisions of this Warrant,
provided that if the holder of this Warrant shall fail to make any such request,
such failure shall not affect the continuing obligation of the Company to afford
to such holder any such rights.
2.6 Expenses of Delivery of Warrants. Except as provided in Section 2.3
above, the Company shall pay all reasonable expenses, taxes (other than transfer
taxes) and other charges payable in connection with the preparation, issuance
and delivery of Warrants and related Warrant Shares hereunder.
2.7 Compliance with Securities Laws. The holder hereof understands and
agrees that the following restrictions and limitations shall be applicable to
all Warrant Shares and resales or other transfers thereof pursuant to the
Securities Act:
(a) The holder hereof agrees that the Warrant Shares shall not be sold or
otherwise transferred unless the Warrant Shares are registered under the
Securities Act and state securities laws or are exempt therefrom.
(b) A legend in substantially the following form has been or will be placed
on the certificate(s) evidencing the Warrant Shares:
"The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended, or the securities laws of any
state (collectively, the "Acts"). Neither the shares nor any interest
therein may be offered, sold, transferred, pledged, or otherwise disposed
of in the absence of an
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effective registration statement with respect to the shares under the
Securities Act of 1933, as amended, or an opinion of counsel satisfactory
to I.D. Systems, Inc. to the effect that such registrations are not
required."
(c) Stop transfer instructions have been or will be imposed with respect to
the Warrant Shares so as to restrict resale or other transfer thereof, subject
to this Section 2.7.
ARTICLE III
Anti-Dilution Provisions
------------------------
3.1 Adjustment of Exercise Price and Number of Warrant Shares. The Exercise
Price shall be subject to adjustment from time to time as hereinafter provided
in this Article III. Upon each adjustment of the Exercise Price, except pursuant
to Sections 3.1(a)(iii), (iv), and (v), the registered holder of the Warrant
shall thereafter be entitled to purchase, at the Exercise Price resulting from
such adjustment, the number of shares of the Common Stock (calculated to the
nearest whole share pursuant to Section 1.2) obtained by multiplying the
Exercise Price in effect immediately prior to such adjustment by the number of
shares of the Common Stock purchasable pursuant hereto immediately prior to such
adjustment and dividing the product thereof by the Exercise Price resulting from
such adjustment.
(a) Exercise Price Adjustments. The Exercise Price shall be subject to
adjustment from time to time as follows:
(i) Adjustment for Stock Splits and Combinations. If the Company shall
at any time or from time to time after the date hereof (the "Original Issue
Date") effect a subdivision of the outstanding Common Stock, the Exercise
Price in effect immediately before such subdivision shall be
proportionately decreased. Conversely, if the Company shall at any time or
from time to time after the Original Issue Date combine the outstanding
shares of Common Stock into a smaller number of shares, the Exercise Price
in effect immediately before such combination shall be proportionately
increased. Any adjustment under this Section 3.1(a)(i) shall become
effective at the close of business on the date the subdivision or
combination becomes effective.
(ii) Adjustment for Common Stock Dividends and Distributions. If the
Company at any time or from time to time after the Original Issue Date
makes, or fixes a record date for the determination of holders of Common
Stock entitled to receive, a dividend or other distribution payable in
additional shares of Common Stock, in each such event the Exercise Price
that is then in effect shall be decreased as of the time of such issuance
or, in the event such record date is fixed, as of the close of business on
such record date, by multiplying the Exercise Price then in effect by a
fraction (i) the numerator of which is the total number of shares of Common
Stock issued and outstanding immediately prior to the time of such issuance
or the close of business on such record date, and (ii) the denominator of
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which is the total number of shares of Common Stock issued and outstanding
immediately prior to the time of such issuance or the close of business on
such record date plus the number of shares of Common Stock issuable in
payment of such dividend or distribution; provided, however, that if such
record date is fixed and such dividend is not fully paid or if such
distribution is not fully made on the date fixed therefor, the Exercise
Price shall be recomputed accordingly as of the close of business on such
record date, and thereafter the Exercise Price shall be adjusted pursuant
to this Section 3.1(a)(ii) to reflect the actual payment of such dividend
or distribution.
(iii) Adjustment for Reclassification, Exchange and Substitution. If
at any time or from time to time after the Original Issue Date, the Common
Stock is changed into the same or a different number of shares of any class
or classes of stock, whether by recapitalization, reclassification or
otherwise (other than an Acquisition, Asset Transfer, subdivision or
combination of shares, stock dividend, reorganization, merger,
consolidation, or sale of assets provided for elsewhere in this Section
3.1(a)), in any such event the holder hereof shall have the right
thereafter to convert such stock into the kind and amount of stock and
other securities and property receivable upon such recapitalization,
reclassification or other change by holders of the maximum number of shares
of Common Stock into which such shares of Common Stock could have been
converted immediately prior to such recapitalization, reclassification or
change, all subject to further adjustment as provided herein or with
respect to such other securities or property by the terms thereof.
(iv) Reorganizations, Mergers, Consolidations or Sales of Assets. If
at any time or from time to time after the Original Issue Date, there is a
capital reorganization of the Common Stock (other than an Acquisition,
Asset Transfer, recapitalization, or subdivision, combination,
reclassification, exchange, or substitution of shares provided for
elsewhere in this Section 3.1(a)), as a part of such capital
reorganization, provision shall be made so that the holder of this Warrant
shall thereafter be entitled to receive upon exercise hereof the number of
shares of stock or other securities or property of the Company to which a
holder of the number of shares of Common Stock deliverable upon exercise
immediately prior to such event would have been entitled as a result of
such capital reorganization, subject to adjustment in respect of such stock
or securities by the terms thereof. In any such case, appropriate
adjustment shall be made in the application of the provisions of this
Section 3.1(a) with respect to the rights of the holder hereof after the
capital reorganization to the end that the provisions of this Section
3.1(a) (including adjustment of the Exercise Price then in effect and the
number of shares issuable upon exercise) shall be applicable after that
event and be as nearly equivalent as practicable.
(v) Rounding of Calculations; Minimum Adjustment. All calculations
under this Section 3.1(a) and under Section 3.1(b) shall be made to the
nearest cent or to the nearest whole share (as provided in Section 1.2), as
the case may be.
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Any provision of this Section 3.1 to the contrary notwithstanding, no
adjustment in the Exercise Price shall be made if the amount of such
adjustment would be less than one percent, but any such amount shall be
carried forward and an adjustment with respect thereto shall be made at the
time of and together with any subsequent adjustment which, together with
such amount and any other amount or amounts so carried forward, shall
aggregate one percent or more.
(vi) Timing of Issuance of Additional Common Stock Upon Certain
Adjustments. In any case in which the provisions of this Section 3.1(a)
shall require that an adjustment shall become effective immediately after a
record date for an event, the Company may defer until the occurrence of
such event issuing to the holder of this Warrant after such record date and
before the occurrence of such event the additional shares of Common Stock
or other property issuable or deliverable upon exercise by reason of the
adjustment required by such event over and above the shares of Common Stock
or other property issuable or deliverable upon such exercise before giving
effect to such adjustment; provided, however, that the Company upon request
shall deliver to such holder a due bill or other appropriate instrument
evidencing such holder's right to receive such additional shares or other
property, and such cash, upon the occurrence of the event requiring such
adjustment.
(b) Statement Regarding Adjustments. Whenever the Exercise Price shall be
adjusted as provided in Section 3.1(a), and upon each change in the number of
shares of the Common Stock issuable upon exercise of this Warrant, the Company
shall forthwith file, at the office of any transfer agent for this Warrant and
at the principal office of the Company, a statement showing in detail the facts
requiring such adjustment and the Exercise Price and new number of shares
issuable that shall be in effect after such adjustment, and the Company shall
also cause a copy of such statement to be given to the holder of this Warrant.
Each such statement shall be signed by the Company's chief financial or
accounting officer. Where appropriate, such copy may be given in advance and may
be included as part of a notice required to be mailed under the provisions of
Section 3.1(c).
(c) Notice to Holders. In the event the Company shall propose to take any
action of the type described in clause (iii) or (iv) of Section 3.1(a), the
Company shall give notice to the holder of this Warrant, in the manner set forth
in Section 6.6, which notice shall specify the record date, if any, with respect
to any such action and the approximate date on which such action is to take
place. Such notice shall also set forth such facts with respect thereto as shall
be reasonably necessary to 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 number, kind or class of shares or other securities or property which shall
be deliverable upon exercise of this Warrant. In the case of any action which
would require the fixing of a record date, such notice shall be given at least
10 days prior to the date so fixed, and in case of all other action, such notice
shall be given at least 15 days prior to the taking of such proposed action.
Failure to give such notice, or any defect therein, shall not affect the
legality or validity of any such action.
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(d) Treasury Stock. For the purposes of this Section 3.1, the sale or other
disposition of any Common Stock of the Company theretofore held in its treasury
shall be deemed to be an issuance thereof.
3.2 Costs. The registered holder of this Warrant shall pay all documentary,
stamp, transfer or other transactional taxes attributable to the issuance or
delivery of shares of Common Stock of the Company upon exercise of this Warrant.
Additionally, the Company shall not be required to pay any taxes which may be
payable in respect of any transfer involved in the issuance or delivery of any
certificate for such shares. The holder of this Warrant shall reimburse the
Company for any such taxes assessed against the Company.
3.3 Reservations of Shares. The Company shall reserve at all times so long
as this Warrant remains outstanding, free from preemptive rights, out of its
treasury Common Stock or its authorized but unissued shares of Common Stock, or
both, solely for the purpose of effecting the exercise of this Warrant,
sufficient shares of Common Stock to provide for the exercise hereof.
3.4 Valid Issuance. All shares of Common Stock which may be issued upon
exercise of this Warrant will upon issuance by the Company be duly and validly
issued, fully paid and nonassessable and free from all taxes, liens and charges
with respect to the issuance thereof attributable to any act or omission by the
Company, and the Company shall take no action which will cause a contrary result
(including without limitation, any action which would cause the Exercise Price
to be less than the par value, if any, of the Common Stock).
ARTICLE IV
Terms Defined
-------------
As used in this Warrant, unless the context otherwise requires, the
following terms have the respective meanings set forth below or in the Section
indicated:
Acquisition -- any consolidation or merger of the Company with or into any
other corporation or other entity or Person, or any other corporate
reorganization, in which the stockholders of the Company immediately prior to
such consolidation, merger or reorganization, own less than 50% of the Company's
voting power immediately after such consolidation, merger or reorganization, or
any transaction or series of related transactions to which the Company is a
party in which in excess of fifty percent (50%) of the Company's voting power is
transferred.
Asset Transfer -- a sale, lease or other disposition of all or
substantially all of the assets of the Company.
Board of Directors -- the Board of Directors of the Company.
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Common Stock -- the Company's authorized Common Stock, $0.01 par value per
share.
Company - I.D. Systems, Inc., a Delaware corporation, and any other
corporation assuming or required to assume the obligations undertaken in
connection with this Warrant.
Outstanding -- when used with reference to Common Stock at any date, all
issued shares of Common Stock (including, but without duplication, shares deemed
issued pursuant to Article III) at such date, except shares then held in the
treasury of the Company.
Person -- any individual, corporation, partnership, trust, organization,
association or other entity.
Securities Act -- the Securities Act of 1933 and the rules and regulations
promulgated thereunder, all as the same shall be in effect at the time.
Trading Day - See Section 3.1(b).
Warrant -- this Warrant and any successor or replacement Warrant delivered
in accordance with Section 2.3 or 6.8.
Warrant Office - See Section 2.1.
Warrant Shares -- shall mean the shares of Common Stock purchased or
purchasable by the registered holder of this Warrant or the permitted assignees
of such holder upon exercise of this Warrant pursuant to Article I hereof.
ARTICLE V
Covenant of the Company
-----------------------
The Company covenants and agrees that this Warrant shall be binding upon
any corporation succeeding to the Company by merger, consolidation, or
acquisition of all or substantially all of the Company's assets.
ARTICLE VI
Miscellaneous
-------------
6.1 Entire Agreement. This Warrant contains the entire agreement between
the holder hereof and the Company with respect to the Warrant Shares that it can
purchase upon exercise hereof and the related transactions and supersedes all
prior arrangements or understanding with respect thereto.
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6.2 Governing Law. This Warrant shall be governed by and construed in
accordance with the internal laws of the State of Texas, without regard to its
conflict of law provisions.
6.3 Waiver and Amendment. Any term or provision of this Warrant may be
waived at any time by the party which is entitled to the benefits thereof, and
any term or provision of this Warrant may be amended or supplemented at any time
by agreement of the holder hereof and the Company, except that any waiver of any
term or condition, or any amendment or supplementation, of this Warrant must be
in writing. A waiver of any breach or failure to enforce any of the terms or
conditions of this Warrant shall not in any way affect, limit or waive a party's
rights hereunder at any time to enforce strict compliance thereafter with every
term or condition of this Warrant.
6.4 Illegality. In the event that any one or more of the provisions
contained in this Warrant shall be determined to be invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in any other respect and the remaining
provisions of this Warrant shall not, at the election of the party for whom the
benefit of the provision exists, be in any way impaired.
6.5 Copy of Warrant. A copy of this Warrant shall be filed among the
records of the Company.
6.6 Notice. Any notice or other document required or permitted to be given
or delivered to the holder hereof shall be delivered at, or sent by certified or
registered mail to such holder at, the last address shown on the books of the
Company maintained at the Warrant Office for the registration of this Warrant or
at any more recent address of which the holder hereof shall have notified the
Company in writing. Any notice or other document required or permitted to be
given or delivered to the Company, other than such notice or documents required
to be delivered to the Warrant Office, shall be delivered at, or sent by
certified or registered mail to, the office of the Company at One University
Plaza, Hackensack, New Jersey 07601 or any other address within the continental
United States of America as shall have been furnished by the Company to the
holder of this Warrant.
6.7 Limitation of Liability; Not Stockholders. No provision of this Warrant
shall be construed as conferring upon the holder hereof the right to vote,
consent, receive dividends or receive notices other than as herein expressly
provided in respect of meetings of stockholders for the election of directors of
the Company or any other matter whatsoever as a stockholder of the Company. No
provision hereof, in the absence of affirmative action by the holder hereof to
purchase shares of Common Stock, and no mere enumeration herein of the rights or
privileges of the holder hereof, shall give rise to any liability of such holder
for the purchase price of any shares of Common Stock or as a stockholder of the
Company, whether such liability is asserted by the Company or by creditors of
the Company.
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6.8 Exchange, Loss, Destruction, etc. of Warrant. Upon receipt of evidence
satisfactory to the Company of the loss, theft, mutilation or destruction of
this Warrant, and in the case of any such loss, theft or destruction upon
delivery of a bond of indemnity in such form and amount as shall be reasonably
satisfactory to the Company, or in the event of such mutilation upon surrender
and cancellation of this Warrant, the Company will make and deliver a new
Warrant of like tenor, in lieu of such lost, stolen, destroyed or mutilated
Warrant; provided, however, that the original recipient of this Warrant shall
not be required to provide any such bond of indemnity and may in lieu thereof
provide his agreement of indemnity. Any Warrant issued under the provisions of
this Section 6.8 in lieu of any Warrant alleged to be lost, destroyed or stolen,
or in lieu of any mutilated Warrant, shall constitute an original contractual
obligation on the part of the Company. This Warrant shall be promptly canceled
by the Company upon the surrender hereof in connection with any exchange or
replacement. The registered holder of this Warrant shall pay all taxes
(including securities transfer taxes) and all other expenses and charges payable
in connection with the preparation, execution and delivery of Warrants pursuant
to this Section 6.8.
6.9 Headings. The Article and Section and other headings herein are for
convenience only and are not a part of this Warrant and shall not affect the
interpretation thereof.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in its
name.
Dated: January __, 2002
I.D. SYSTEMS, INC.
By
-------------------------------
Name:
----------------------------
Title:
----------------------------
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SUBSCRIPTION NOTICE
-------------------
The undersigned, the holder of the foregoing Warrant, hereby elects to
exercise purchase rights represented by said Warrant for, and to purchase
thereunder __________ shares of the Common Stock covered by said Warrant and
herewith makes payment in full therefor pursuant to Section 1.1 of such Warrant,
and requests (a) that certificates for such shares (and any securities or other
property issuable upon such exercise) be issued in the name of, and delivered
to, __________________, _____________________ and (b) if such shares shall not
include all of the shares issuable as provided in said Warrant, that a new
Warrant of like tenor and date for the balance of the shares issuable thereunder
be delivered to the undersigned.
The undersigned represents that (1) the aforesaid shares of Common Stock
are being acquired for the account of the undersigned for investment not with
view to, or for resale in connection with, the distribution thereof and that the
undersigned has no present intention of distributing or reselling such shares;
(2) the undersigned is aware of the Company's business affairs and financial
condition and has acquired sufficient information about the Company to reach an
informed and knowledgeable decision regarding its investment in the Company; (3)
the undersigned is experienced in making investments of this type and has such
knowledge and background in financial and business matters that the undersigned
is capable of evaluating the merits and risks of this investment and protecting
the undersigned's own interests; (4) the undersigned understands that the shares
of Common Stock issuable upon exercise of this Warrant have not been registered
under the Securities Act of 1933, as amended (the "Securities Act"), by reason
of a specific exemption from the registration provisions of the Securities Act,
which exemption depends upon, among other things, the bona fide nature of the
investment intent as expressed herein, and, because such securities have not
been registered under the Securities Act, they must be held indefinitely unless
subsequently registered under the Securities Act or an exemption from such
registration is available; (5) the undersigned is aware that the aforesaid
shares of Common Stock may not be sold pursuant to Rule 144 adopted under the
Securities Act unless certain conditions are met and until the undersigned has
held the shares for the number of years prescribed by Rule 144, that among the
conditions for use of the Rule is the availability of current information to the
public about the Company, and the Company has not made such information
available and has no present plans to do so; and (6) the undersigned agrees not
to make any disposition of all or any part of the aforesaid shares of Common
Stock unless and until there is then in effect a registration statement under
the Securities Act covering such proposed disposition and such disposition is
made in accordance with said registration statement, or the undersigned has
provided the Company with an opinion of counsel satisfactory to the Company,
stating that such registration is not required.
--------------------------------
Dated:___________________, _____
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ASSIGNMENT
For value received, _____________________________, hereby sells, assigns and
transfers unto _______________________________ the within Warrant, together with
all right, title and interest therein and does hereby irrevocably constitute and
appoint _____________________________ attorney, to transfer said Warrant on the
books of the Company, with full power of substitution.
--------------------------------
Dated: ___________________, 2002
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