Exhibit 10.1
THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). NEITHER THIS WARRANT NOR SUCH SECURITIES MAY BE TRANSFERRED
EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS OR (B) UPON RECEIPT BY THE ISSUER OF AN OPINION
OF COUNSEL, WHICH OPINION OF COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE
ISSUER, TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE
ACT AND SUCH STATE SECURITIES LAWS.
WARRANT
TO PURCHASE COMMON STOCK
OF
MONSTERDAATA, INC.
WARRANT NO. D-___
THIS CERTIFIES that, for value received,
_________________________________, or its permitted assigns registered on the
books of the Company (collectively, the "Holder"), is entitled to purchase from
MonsterDaata, Inc., a Delaware corporation (the "Company"), at any time, and
from time to time, during the exercise period referred to in Section 1 hereof,
___________________ shares (the "Warrant Shares") of Common Stock, par value
$.01 per share (the "Common Stock"), of the Company. The purchase price for each
Warrant Share is $1.25 (as may be adjusted, the "Warrant Share Price").
Securities issuable upon exercise of this Warrant and the price payable therefor
are subject to adjustment from time to time as hereinafter set forth. As used
herein, the term "Warrant" shall include any warrant or warrants hereafter
issued in consequence of the exercise of this Warrant in part or transfer of
this Warrant in whole or in part.
1. Exercise; Payment for Ownership Interest. The Company shall have
reserved sufficient Common Stock (given all other Common Stock share
reservations) to allow for the exercise of this Warrant.
(a) Upon the terms and subject to the conditions set forth herein,
this Warrant may be exercised in whole or in part by the Holder hereof at any
time, or from time to time, on or after the date hereof and prior to 5:30 p.m.,
New York time, on July 31, 2003, by presentation and surrender of this Warrant
to the principal offices of the Company, together with the Purchase Form annexed
hereto, duly executed, and accompanied by payment to the Company of an amount
equal to the Warrant Share Price multiplied by the number of Warrant Shares as
to which this Warrant is then being exercised. Moreover, any transfer of Warrant
Shares obtained by the Holder in exercise of this Warrant is subject to the
requirement that such securities be registered under the Securities Act of 1933,
as amended (the "1933 Act"), and applicable state securities laws or exempt from
registration under such laws. The Holder of this Warrant shall be deemed
to be a shareholder owning the Warrant Shares as to which this Warrant is
exercised in accordance herewith effective immediately after the close of
business on the date on which the Holder shall have delivered to the Company
this Warrant in proper form for exercise and payment by certified or official
bank check or wire transfer of the cash purchase price for the number of Warrant
Shares as to which this Warrant is then being exercised, or by delivery to the
Company of securities of the Company having a value equal to the cash purchase
price for such number of Warrant Shares determined as of the date of delivery.
(b) All or any portion of the Warrant Share Price may be paid by
surrendering Warrants effected by presentation and surrender of this Warrant to
the Company with a Cashless Exercise Form annexed hereto duly executed (a
"Cashless Exercise"). Such presentation and surrender shall be deemed a waiver
by the Company, of the Holder's obligation to pay all or any portion of the
aggregate Warrant Share Price. In the event of a Cashless Exercise, the Holder
shall exchange its Warrant for that number of shares of Common Stock determined
by multiplying the number of Warrant Shares for which the Holder desires to
exercise this Warrant by a fraction, the numerator of which shall be the
difference between the then current market price per share of the Common Stock
and the Warrant Share Price, and the denominator of which shall be the then
current market price per share of Common Stock. For purposes of any computation
under this Section 1(b), the then current market price per share of Common Stock
at any date shall be deemed to be the average for the ten consecutive business
days immediately prior to the Cashless Exercise of the daily closing prices of
the Common Stock on the principal national securities exchange on which the
Common Stock is admitted to trading or listed, including the National
Association of Securities Dealer's Over-The-Counter Bulletin Board, or if not
listed or admitted to trading on any such exchange, the closing prices as
reported by the Nasdaq National Market, or if not then listed on the Nasdaq
National Market, the average of the highest reported bid and lowest reported
asked prices as reported by the National Association of Securities Dealers, Inc.
Automated Quotations System ("Nasdaq") or if not then publicly traded, the fair
market price of the Common Stock as determined by the Board of Directors of the
Company in good faith.
(c) If this Warrant shall be exercised in part only, the Company
shall, upon surrender of this Warrant for cancellation, execute and deliver a
new Warrant evidencing the rights of the Holder thereof to purchase the balance
of the Warrant Shares purchasable hereunder as to which this Warrant has not
been exercised. If this Warrant is exercised in part, such exercise shall be for
a whole number of Warrant Shares. Upon any exercise and surrender of this
Warrant, the Company (i) will issue and deliver to the Holder a certificate or
certificates in the name of the Holder for the largest whole number of Warrant
Shares to which the Holder shall be entitled and, if this Warrant is exercised
in whole, in lieu of any fractional Warrant Share to which the Holder otherwise
might be entitled, cash in an amount equal to the fair value of such fractional
Warrant Share (determined in such reasonable and equitable manner as the Board
of Directors of the Company shall in good faith decide), and (ii) will deliver
to the Holder such other securities, properties and cash which the Holder may be
entitled to receive upon such exercise, or the proportionate part thereof if
this Warrant is exercised in part, pursuant to the provisions of this Warrant.
2. Adjustments. Securities issuable upon exercise of this Warrant and the
Warrant Share Price shall be subject to adjustment from time to time as
follows:
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2.1 Reorganization, Reclassification, Consolidation, Merger or Sale. If
any capital reorganization or reclassification of the Company, or any
consolidation or merger of the Company with another person, or the sale,
transfer or lease of all or substantially all of its assets to another person
shall be effected in such a way that holders of shares of Common Stock shall be
entitled to receive stock, securities or assets with respect to or in exchange
for their shares, then provision shall be made, in accordance with this Section
2.1, whereby the Holder hereof shall thereafter have the right to purchase and
receive, upon the basis and upon the terms and conditions specified in this
Warrant Agreement and in addition to or in exchange for, as applicable, the
Warrant Shares subject to this Warrant immediately theretofore purchasable and
receivable upon the exercise of the rights represented hereby, such securities
or assets as would have been issued or payable with respect to or in exchange
for the aggregate Warrant Shares immediately theretofore purchasable and
receivable upon the exercise of the rights represented hereby if exercise of the
Warrant had occurred immediately prior to such reorganization, reclassification,
consolidation, merger or sale. The Company will not effect any such
consolidation, merger, sale, transfer or lease unless prior to the consummation
thereof the successor entity (if other than the Company) resulting from such
consolidation or merger or the entity purchasing or leasing such assets shall
assume by written instrument (i) the obligation to deliver to the Holder such
securities or assets as, in accordance with the foregoing provisions, the Holder
may be entitled to purchase, and (ii) all other obligations of the Company under
this Warrant. The provisions of this Section 2.1 shall similarly apply to
successive consolidations, mergers, exchanges, sales, transfers or leases.
2.2 Stock Dividends and Securities Distributions. If, at any time or from
time to time after the date of this Warrant, the Company shall distribute to the
holders of shares of Common Stock (i) securities or (ii) property, other than
cash, without fair payment therefor, then, and in each such case, the Holder,
upon the exercise of this Warrant, shall be entitled to receive such securities
or property which the Holder would have held on the date of such exercise if, on
the date of this Warrant, the Holder had been the holder of record of the shares
of Common Stock acquireable upon such exercise and, during the period from the
date of this Warrant to and including the date of such exercise, had retained
such shares of Common Stock and the securities and property receivable by the
Holder during such period, subject, however, to the Holder agreeing to any
conditions to such distribution as were required of all other holders of shares
of Common Stock in connection with such distribution. If the securities to be
distributed by the Company involve rights, warrants, options or any other form
of convertible securities and the right to exercise or convert such securities
would expire in accordance with its terms prior to the exercise of this Warrant,
then the terms of such securities shall provide that such exercise or
convertibility right shall remain in effect until thirty (30) days after the
date the Holder of this Warrant receives such securities pursuant to the
exercise hereof.
2.3 Other Adjustments. In addition to those adjustments set forth in
Sections 2.1 and 2.2, but without duplication of the adjustments to be made
under such Sections, if the Company:
(i) pays a dividend or makes a distribution on its Common Stock
in shares of its Common Stock;
(ii) subdivides its outstanding shares of Common Stock into a
greater number of shares;
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(iii)combines its outstanding shares of Common Stock into a
smaller number of shares;
(iv) makes a distribution on its Common Stock in shares of its
capital stock other than Common Stock; and/or
(v) issues, by reclassification of its Common Stock, any shares
of its capital stock;
then the number and kind of Warrant Shares purchasable upon exercise of this
Warrant shall be adjusted so that the Holder upon exercise hereof shall be
entitled to receive the kind and number of Warrant Shares or other securities of
the Company that the Holder would have owned or have been entitled to receive
after the happening of any of the events described above had this Warrant been
exercised immediately prior to the happening of such event or any record date
with respect thereto. An adjustment made pursuant to this Section 2.3 shall
become effective immediately after the record date in the case of a dividend or
distribution and shall become effective immediately after the effective date in
the case of a subdivision, combination or issuance. If, as a result of an
adjustment made pursuant to this Section 2.3, the Holder of this Warrant shall
become entitled to receive shares of two or more classes of capital stock or
shares of Common Stock and any other class of capital stock of the Company, the
Board of Directors (whose determination shall be conclusive and shall be
described in a written notice to all holders of Warrants promptly after such
adjustment) shall determine the allocation of the adjusted Warrant Share Price
between or among shares of such classes of capital stock or shares of Common
Stock and such other class of capital stock.
The adjustment to the number of Warrant Shares purchasable upon the
exercise of this Warrant described in this Section 2.3 shall be made each time
any event listed in paragraphs (i) through (v) of this Section 2.3 occurs.
Simultaneously with all adjustments to the number and/or kind of
securities and property to be issued in connection with the exercise of this
Warrant, the Warrant Share Price shall, subject to Section 12, also be
appropriately and proportionately adjusted such that the amount determined by
multiplying the number of Warrant Shares by the Warrant Share Price will be the
same as before the adjustment.
2.4 Sale of Securities. If the Company, at any time after the date of this
Warrant, issues additional Common Stock, convertible preferred stock, options,
warrants, or other securities convertible into or exercisable for Common Stock
other than securities currently outstanding as of the date hereof or issuable
upon the conversion or exercise of any securities outstanding as of the date
hereof, at a purchase price less than the Warrant Share Price in effect
immediately prior to such issuance or sale, then the Warrant Share Price shall,
subject to Section 12, be automatically reduced to such lower purchase price and
the number of Warrant Shares shall be increased proportionately; provided,
however, that no adjustment to the Warrant Share Price or the number of Warrant
Shares shall be made pursuant to this Section 2.4 if (i) the Company grants
options to employees, consultants, officers or directors of the Company pursuant
to contracts or plans approved by the Board of Directors of the Company, (ii)
the Company issues securities to a "strategic partner" as determined by the
Board of Directors of the
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Company, (iii) the Company issues securities pursuant to a strategic acquisition
as determined by the Board of Directors, or (iv) if the Company issues up to an
aggregate of 100,000 shares (as appropriately adjusted for stock splits, stock
dividends and similar adjustments after the date hereof) of Common Stock (or
convertible preferred stock, options, warrants or other securities convertible
into or exercisable for Common Stock) at a purchase price less than the Warrant
Share Price and not otherwise excepted pursuant to (i), (ii) or (iii) above.
(a) For the purpose of making any adjustment in the Warrant Share
Price as provided in this Section 2.4, the consideration received by the Company
for any issue or sale of Common Stock will be computed:
(i) to the extent it consists of cash, as the amount of cash
received by the Company before deduction of any offering
expenses payable by the Company and any underwriting or
similar commissions, compensation, or concessions paid
or allowed by the Company in connection with such issue
or sale;
(ii) to the extent it consists of property other than cash,
at the fair market value of that property as determined
in good faith by the Company's Board of Directors; and
(iii) if Common Stock is issued or sold together with other
stock or securities or other assets of the Company for a
consideration which covers both, as the portion of the
consideration so received that may be reasonably
determined in good faith by the Company's Board of
Directors to be allocable to such Common Stock.
(b) If the Company (i) issues, grants or sells any rights or options
to subscribe for, purchase, or otherwise acquire shares of Common Stock, or (ii)
issues or sells any security convertible into shares of Common Stock, then, in
each case, the price per share of Common Stock issuable on the exercise of the
rights or options or the conversion of the securities will be determined by
dividing (x) the total amount, if any, received or receivable by the Company as
consideration for the granting or sale of the rights or options or the issue or
sale of the convertible securities, plus the minimum aggregate amount of
additional consideration payable to the Company on exercise or conversion of the
securities, by (y) the maximum number of shares of Common Stock issuable on the
exercise or conversion. Such granting or issue or sale will be considered to be
an issue or sale for cash of the maximum number of shares of Common Stock
issuable on exercise or conversion at the price per share determined under this
Section 2.4, and the Warrant Share Price will be adjusted as above provided to
reflect (on the basis of that determination) the issue or sale. No further
adjustment of the Warrant Share Price will be made as a result of the actual
issuance of shares of Common Stock on the exercise of any such rights or options
or the conversion of any such convertible securities.
(c) Upon the redemption or repurchase of any such securities or the
expiration or termination of the right to convert into, exchange for, or
exercise with respect to, Common Stock, the Warrant Share Price will be
readjusted to such price as would have been obtained had the adjustment made
upon their issuance been made upon the basis of the issuance of only the
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number of such securities as were actually converted into, exchanged for, or
exercised with respect to, Common Stock. If the purchase price or conversion or
exchange rate provided for in any such security changes at any time, then, upon
such change becoming effective, the Warrant Share Price then in effect will be
readjusted to such price as would have been obtained had the adjustment made
upon the issuance of such securities been made upon the basis of (i) the
issuance of only the number of shares of Common Stock theretofore actually
delivered upon the conversion, exchange or exercise of such securities, and the
total consideration received therefor, and (ii) the granting or issuance, at the
time of such change, of any such securities then still outstanding for the
consideration, if any, received by the Company therefor and to be received on
the basis of such changed price or rate.
2.5 Other Action Affecting Warrant Shares. If the Company takes any action
affecting its shares of Common Stock after the date hereof, that would be
covered by Sections 2.1, 2.2 or 2.3 but for the manner in which such action is
taken or structured, other than an action described in Sections 2.1, 2.2 or 2.3
which would in any way diminish the value of this Warrant, then the Warrant
Share Price shall, subject to Section 12, be adjusted in such manner as the
Board of Directors of the Company shall in good faith determine to be equitable
under the circumstances.
2.6 Notice of Adjustments. Upon the occurrence of each adjustment or
readjustment of the Warrant Share Price pursuant to this Section 2, the Company
at its expense will promptly compute such adjustment or readjustment in
accordance with the terms of this Warrant and prepare a certificate setting
forth such adjustment or readjustment and showing in detail the facts upon which
such adjustment or readjustment is based. The Company will forthwith mail, by
first class mail, postage prepaid, a copy of each such certificate to the Holder
of this Warrant at the address of such Holder as shown on the books of the
Company.
2.7 Other Notices. If at any time:
(a) the Company shall (i) offer for subscription pro rata to the
holders of shares of the Common Stock any additional equity in the Company or
other rights; (ii) pay a dividend in additional shares of the Common Stock or
distribute securities or other property to the holders of shares of the Common
Stock (including, without limitation, evidences of indebtedness and equity and
debt securities); or (iii) issue securities convertible into, or rights or
Warrants to purchase, securities of the Company;
(b) there shall be any capital reorganization or reclassification or
consolidation or merger of the Company with, or sale, transfer or lease of all
or substantially all of its assets to, another entity; or
(c) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;
then, in any one or more of said cases, the Company shall give, by first class
mail, postage prepaid, to the Holder of this Warrant at the address of such
Holder as shown on the books of the Company, (a) at least 15 days' prior written
notice of the date on which the books of the Company shall close or a record
shall be taken for such subscription rights, dividend, distribution
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or issuance, and (b) in the case of any such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding up, at least 15
days' prior written notice of the date when the same shall take place if no
stockholder vote is required and at least 15 days' prior written notice of the
record date for stockholders entitled to vote upon such matter if a stockholder
vote is required. Such notice in accordance with the foregoing clause (a) shall
also specify, in the case of any such subscription rights, the date on which the
holders of shares of Common Stock shall be entitled to exercise their rights
with respect thereto, and such notice in accordance with the foregoing clause
(b) shall also specify the date on which the holders of shares of Common Stock
shall be entitled to exchange their shares of Common Stock for securities or
other property deliverable upon such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding up, as the case
may be. Failure to give the notice referred to herein shall not affect the
validity or legality of the action which should have been the subject of the
notice.
3. No Voting Rights. Except as otherwise provided herein, this Warrant shall
not be deemed to confer upon the Holder any right to vote or to consent to or
receive notice as a stockholder of the Company, as such, in respect of any
matters whatsoever, or any other rights or liabilities as a stockholder, prior
to the exercise hereof.
4. Warrants Transferable. This Warrant and all rights hereunder are
transferable, in whole or in part, at the principal offices of the Company by
the Holder hereof, upon surrender of this Warrant properly endorsed; provided,
however, that without the prior written consent of the Company, this Warrant and
all rights hereunder may be transferred only (i) to an affiliate of the initial
Holder hereof or successor in interest to any such person in a transaction
exempt from registration under the 1933 Act; or (ii) pursuant to the
registration of this Warrant or the Warrant Shares under the 1933 Act or
subsequent to one year from the date hereof under Rule 144 or other exemption
from such registration.
5. Warrants Exchangeable; Loss, Theft, Destruction, Etc. This Warrant is
exchangeable, upon surrender hereof by the Holder hereof at the principal
offices of the Company, for new Warrants of like tenor representing in the
aggregate the right to subscribe for and purchase the Warrant Shares which may
be subscribed for and purchased hereunder, each such new Warrant to represent
the right to subscribe for and purchase such Warrant Shares (not to exceed the
maximum aggregate Warrant Shares which may be purchased hereunder) as shall be
designated by such Holder hereof at the time of such surrender. Upon receipt of
evidence satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, in the case of any such loss, theft or
destruction, upon delivery of a bond or indemnity satisfactory to the Company,
or, in the case of any such mutilation, upon surrender or cancellation of this
Warrant, the Company will issue to the Holder hereof a new Warrant of like
tenor, in lieu of this Warrant, representing the right to subscribe for and
purchase the Warrant Shares which may be subscribed for and purchased hereunder.
6. Legends; Investment Representations. Any certificate evidencing the
securities issued upon exercise of this Warrant shall bear a legend in
substantially the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
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"ACT"). SUCH SECURITIES MAY NOT BE TRANSFERRED EXCEPT (A) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS OR (B) UPON RECEIPT BY THE ISSUER OF AN OPINION OF
COUNSEL, WHICH OPINION OF COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE
ISSUER, TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER
THE ACT AND SUCH STATE SECURITIES LAWS.
7. Redemption. (a) This Warrant may be called by the Company with respect
to 100% of the Warrant Shares at a price of $.01 per Warrant Share on thirty
(30) days' notice (the "Notice") to the Holder if all of the following shall
have occurred:
(i) the average closing bid price of the Company's Common Stock for
thirty (30) consecutive trading days exceeds 200% of the Warrant Share Price, as
adjusted, at least ten days' prior to the Company sending the Notice to the
Holder; and
(ii) the Common Stock of the Company is trading on a national
securities exchange or the Nasdaq SmallCap or National Market Systems; and
(iii) a registration statement covering the Warrant Shares has been
declared effective by the Securities and Exchange Commission and such
registration statement remains effective thirty days prior to the date of the
Notice and the Warrant Shares are not otherwise subject to any lock-up
restrictions.
8. Modifications and Waivers. The terms of the Warrants may be amended,
modified or waived by written agreement of the Company and the holders of
warrants issued in connection with the "Offering" (as defined in the
Subscription Agreement, dated as of the date hereof, between the Company and the
initial Holder) representing a majority of the Common Stock represented by all
such warrants then outstanding.
9. Miscellaneous. The Company shall pay all expenses and other charges payable
in connection with the preparation, issuance and delivery of this Warrant and
all substitute Warrants other than as set forth in this Section 9. The Holder
shall pay all taxes (other than any issuance taxes, including, without
limitation, documentary stamp taxes, transfer taxes and other governmental
charges, which shall be paid by the Company) in connection with such issuance
and delivery of the Warrants and the Warrant Shares.
The Company shall maintain, at the office or agency of the Company
maintained by the Company, books for the registration and transfer of the
Warrant.
10. Reservation of Warrant Shares. The Company will at all times reserve and
keep available, free from preemptive rights, out of the aggregate of its
authorized but unissued Common Stock or its authorized and issued Common Stock
held in its treasury, solely for the purpose of enabling it to satisfy any
obligation to issue Warrant Shares upon exercise of this Warrant, the maximum
number of shares of Common Stock which may then be deliverable upon the exercise
of this Warrant.
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The Company or, if appointed, 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 required for such purpose.
The Company will keep a copy of this Warrant on file with the Transfer Agent 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 this
Warrant. The Company will furnish such Transfer Agent a copy of all notices of
adjustments and certificates related thereto transmitted to the Holder pursuant
to Section 2.6 hereof.
The Company covenants that all Warrant Shares which may be issued upon
exercise of this Warrant will, upon issue, be fully paid, nonassessable, free of
preemptive rights and free from all taxes, liens, charges and security interests
with respect to the issue thereof.
11. Adjustment of Number of Warrant Shares Issuable and Exercise Price. The
number of Warrant Shares issuable upon the exercise of this Warrant and the
Warrant Share Price are subject to adjustment from time to time upon the
occurrence of the events enumerated in Section 2; provided, however, that the
Warrant Share Price shall not be adjusted until such time as events shall have
occurred requiring the adjustment of the then applicable Warrant Share Price by
not less than 1% in the aggregate pursuant to Section 2.
12. Descriptive Headings and Governing Law. The descriptive headings of the
several paragraphs of this Warrant are inserted for convenience only and do not
constitute a part of this Warrant. This Warrant shall be construed and enforced
in accordance with the laws of the State of New York, and the rights of the
parties shall be governed by, the law of such state.
IN WITNESS WHEREOF, this Warrant has been executed as of this 31st day of
July, 2001.
MONSTERDAATA, INC.
By: ______________________________________
Samuel B. Petteway, Jr.
President and Chief Executive Officer
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PURCHASE FORM
Dated:__________, ____
The undersigned hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing __________ Warrant Shares (as such Warrant
Shares have been adjusted to date) and hereby makes payment of $__ in payment of
the exercise price thereof.
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CASHLESS EXERCISE
Dated:__________, ____
The undersigned irrevocably elects to exercise the within Warrant
for __________ Warrant Shares (as such Warrant Shares have been adjusted to
date) and hereby makes payment pursuant to the Cashless Exercise provision of
the within Warrant, and directs that the payment of the Warrant Share Price be
made by cancellation as of the date of exercise of a portion of the within
Warrant in accordance with the terms and provisions of Section 1(b) of the
within Warrant.
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