Exhibit 4.2
Warrant to Purchase
**________**
WE-1 Shares of Common Stock
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND NEITHER THIS WARRANT NOR SUCH SHARES MAY BE SOLD, ENCUMBERED OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT, AND, IF AN EXEMPTION
SHALL BE APPLICABLE, THE HOLDER SHALL HAVE DELIVERED AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
VOID AFTER 5:30 P.M. NEW YORK CITY TIME ON ________ __, 200_
SERIES E COMMON STOCK PURCHASE WARRANT
OF
NETSMART TECHNOLOGIES, INC.
This is to certify that, FOR VALUE RECEIVED, Newbridge Securities Corporation or
registered assigns ("Holder"), is entitled to purchase, on the terms and subject
to the provisions of this Warrant, from Netsmart Technologies, Inc., a Delaware
corporation (the "Company"), _____________________ (______) shares of the common
stock, par value $.01 per share ("Common Stock"), of the Company at an exercise
price per share (the "Exercise Price") of [$________], at any time during the
period (the "Exercise Period") commencing on the date of this Warrant and ending
at 5:30 P.M. New York City time, on ___________ __, 200_; provided, however,
that if such date is a day on which banking institutions in the State of New
York are authorized by law to close, then on the next succeeding day on which
such banks are not authorized to be closed. Reference to the Warrants shall mean
all of the Series E Common Stock Purchase Warrants issued by the Company and any
Warrants issued as a result of the transfer or partial exercise of any of such
Warrants. The Warrants were issued pursuant to an agreement dated April 10,
2002, by and between Newbridge Securities Corporation and the Company (the
"Agreement"). This Warrant shall terminate and the Holder shall have no rights
under this Warrant if the date of the termination of Warrant exercise, as
defined in the Agreement, occurs prior to the first day of the Exercise Period.
In such event, the Holder shall immediately, upon request of the Company and for
no consideration, return this Warrant to the Company.
(a) EXERCISE OF WARRANT. This Warrant may be exercised in whole at any time
or in part from time to time during the Exercise Period by presentation and
surrender of this Warrant to the Company at its principal office, or at the
office of its stock transfer agent, if any, with the Purchase Form annexed
hereto duly executed and accompanied by payment of the Exercise Price for the
number of shares of Common Stock specified in such form. Payment of the Exercise
Price shall be made by wire transfer or check (subject to collection) in the
amount of the Exercise Price payable to the order of the Company. If this
Warrant should 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 to purchase the balance of the shares of Common Stock
purchasable hereunder. Upon receipt by the Company of this Warrant at its
office, or by the stock transfer agent of the Company at its office, in proper
form for exercise, the Holder shall be deemed to be the holder of record of the
shares of Common Stock issuable upon such exercise, notwithstanding that the
stock transfer books of the Company shall then be closed or that certificates
representing such shares of Common Stock shall not then be actually delivered to
the Holder. The shares of Common Stock issued or issuable upon exercise of this
Warrant are referred to as the "Warrant Shares."
(b) RESERVATION OF SHARES. The Company hereby agrees that at all times
there shall be reserved for issuance and/or delivery upon exercise or conversion
of this Warrant such number of shares of Common Stock as shall be required for
issuance and delivery upon exercise of this Warrant and that it shall not,
without the prior approval of the holders of a majority of the Warrants then
outstanding, increase the par value of the Common Stock.
(c) FRACTIONAL SHARES. No fractional shares or script representing
fractional shares shall be issued upon the exercise of this Warrant. With
respect to any fraction of a share called for upon any exercise of this Warrant,
the Company shall issue to the Holder cash equal to the value of the fractional
share. The value of a shares, for purposes of computing fractional share
interests shall mean: The current value per share of Common Stock shall be
determined as follows:
(1) If the Common Stock is listed on a national securities exchange or
admitted to unlisted trading privileges on such exchange or listed for trading
on the Nasdaq Stock Market ("Nasdaq") or other automated quotation system which
provides information as to the last sale price, the current value shall be the
average of the reported last sale prices of one share of Common Stock on such
exchange or system on the last five (5) trading days prior to the date of
exercise of this Warrant, or if, on any of such dates, no such sale is made on
such day, the closing bid price for such date on such exchange or system shall
be used; or
(2) If the Common Stock is not so listed or admitted to unlisted
trading privileges, the current value shall be the mean the average of the
reported last bid price of one share of Common Stock as reported by Nasdaq, the
National Quotation Bureau, Inc. or other similar reporting service, on the last
five (5) trading day prior to the date of the exercise of this Warrant; or
(3) If the Common Stock is not so listed or admitted to unlisted
trading privileges and bid and asked prices are not so reported, the current
value of one share of Common Stock shall be an amount, not less than book value,
determined in such reasonable manner as may be prescribed by the Board of
Directors of the Company.
(d) EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is
exchangeable, without expense, at the option of the Holder, upon presentation
and surrender hereof to the Company or at the office of its stock transfer
agent, if any, for other Warrants of different denominations entitling the
holder thereof to purchase in the aggregate the same number of shares of Common
Stock purchasable hereunder. Subject to the provisions of Paragraph (k) of this
Warrant, upon surrender of this Warrant to the Company or at the office of its
stock transfer agent, if any, with the Assignment Form annexed hereto duly
executed and funds sufficient to pay any transfer tax, the Company shall,
without charge, execute and deliver a new Warrant in the name of the assignee
named in such instrument of assignment and this Warrant shall promptly be
canceled. This Warrant may be divided or combined with other Warrants which
carry the same rights upon presentation hereof at the office of the Company or
at the office of its stock transfer agent, if any, together with a written
notice specifying the names and denominations in which new Warrants are to be
issued and signed by the Holder hereof. The term "Warrant" as used herein
includes any Warrants into which this Warrant may be divided or exchanged. Upon
receipt by the Company of evidence satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and (in the case of loss, theft or
destruction) of reasonably satisfactory indemnification, and upon
surrender and cancellation of this Warrant, if mutilated, the Company will
execute and deliver a new Warrant of like tenor. Any such new Warrant executed
and delivered shall constitute an additional contractual obligation on the part
of the Company, whether or not this Warrant so lost, stolen, destroyed, or
Mutilated shall be at any time enforceable by anyone.
(e) RIGHTS OF THE HOLDER. The Holder shall not, by virtue of this Warrant,
be entitled to any rights of a stockholder in the Company, either at law or
equity, and the rights of the Holder are limited to those expressed in the
Warrant and are not enforceable against the Company except to the extent set
forth in this Warrant.
(f) ANTI-DILUTION PROVISIONS. The Exercise Price in effect at any time and
the number and kind of securities purchasable upon exercise of each Warrant
shall be subject to adjustment in case the Company shall, subsequent to March
31, 2002, (i) pay a dividend or make a distribution on its shares of Common
Stock in shares of Common Stock (ii) subdivide or reclassify its outstanding
Common Stock into a greater number of shares, or (iii) combine or reclassify its
outstanding Common Stock into a smaller number of shares or otherwise effect a
reverse split, the Exercise Price in effect at the time of the record date for
such dividend or distribution or of the effective date of such subdivision,
combination or reclassification shall be proportionately adjusted so that the
Holder of this Warrant exercised after such date shall be entitled to receive
the aggregate number and kind of shares which, if this Warrant had been
exercised immediately prior to such time, he would have owned upon such exercise
and been entitled to receive upon such dividend, subdivision, combination or
reclassification. Such adjustment shall be made successively whenever any event
listed in this Paragraph (f) shall occur.
(g) OFFICER'S CERTIFICATE. Whenever the Exercise Price shall be adjusted as
required by the provisions of Paragraph (f) of this Warrant, the Company shall
forthwith file in the custody of its Secretary or an Assistant Secretary at its
principal office and with its stock transfer agent, if any, an officer's
certificate showing the adjusted Exercise Price and the adjusted number of
shares of Common Stock issuable upon exercise of each Warrant, determined as
herein provided, setting forth in reasonable detail the facts requiring such
adjustment. Each such officer's certificate shall be made available at all
reasonable times for inspection by the Holder, and the Company shall, forthwith
after each such adjustment, mail, by first class mail, a copy of such
certificate to the Holder at the Holder's address set forth in the Company's
Warrant Register.
(h) NOTICES TO WARRANT HOLDERS. So long as this Warrant shall be
outstanding, (1) if the Company shall pay any dividend or make any distribution
upon Common Stock (other than a regular cash dividend payable out of retained
earnings) or (2) if the Company shall offer to the holders of Common Stock for
subscription or purchase by them any share of any class or any other rights or
(3) if any capital reorganization of the Company, reclassification of the
capital stock of the Company, consolidation or merger of the Company with or
into another corporation, sale, lease or transfer of all or substantially all of
the property and assets of the Company to another corporation, or voluntary or
involuntary dissolution, liquidation or winding up of the Company shall be
effected, then in any such case, the Company shall cause to be mailed by
certified mail, return receipt requested, to the Holder, at least fifteen days
prior to the date specified in clauses (i) and (ii), as the case may be, of this
Paragraph (h) a notice containing a brief description of the proposed action and
stating the date on which (i) a record is to be taken for the purpose of such
dividend, distribution or rights, or (ii) such reclassification, reorganization,
consolidation, merger, conveyance, lease, dissolution, liquidation or winding up
is to take place and the date, if any is to be fixed, as of which the holders of
Common Stock or other securities shall receive cash or other property
deliverable
upon such reclassification, reorganization, consolidation, merger, conveyance,
dissolution, liquidation or winding up.
(i) RECLASSIFICATION, REORGANIZATION OR MERGER.
(1) In case of any reclassification, capital reorganization or other
change of outstanding shares of Common Stock of the Company, or in case of any
consolidation or merger of the Company with or into another corporation (other
than a merger in which the Company is the continuing corporation and which does
not result in any reclassification, capital reorganization or other change of
outstanding shares of Common Stock of the class issuable upon exercise of this
Warrant) or in case of any sale, lease or conveyance to another corporation of
the property of the Company as an entirety, the Company shall, as a condition
precedent to such transaction, cause effective provisions to be made so that the
Holder shall have the right thereafter by exercising this Warrant, to purchase
the kind and amount of shares of stock and other securities and property
receivable upon such reclassification, capital reorganization and other change,
consolidation, merger, sale or conveyance by a holder of the number of shares of
Common Stock which might have been purchased upon exercise of this Warrant
immediately prior to such reclassification, change, consolidation, merger, sale
or conveyance. Any such provision shall include provision for adjustments which
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Warrant. The foregoing provisions of this Paragraph (i)(1) shall
similarly apply to successive reclassifications, capital reorganizations and
changes of shares of Common Stock and to successive consolidations, mergers,
sales or conveyances.
(2) Notwithstanding the provisions of Paragraph (i)(1) of this
Warrant, in the event of a cash merger, this Warrant, if not exercised prior to
the effective time of the cash merger, shall, at the effective time of the cash
merger, without any action on the part of the holder, become and be converted
into the right to receive cash equal to the amount determined by (a) multiplying
the number of shares of Common Stock issuable upon exercise of this Warrant by
the amount by which (i) the consideration payable with respect to one share of
Common Stock in the cash merger exceeds (ii) the Exercise Price, and (b)
dividing the result so obtained by the consideration payable with respect to one
share of Common Stock in the cash merger. A cash merger shall mean merger or
consolidation of the Company into another corporation or entity or the sale by
the Company of all or substantially all of its business and assets in a
transaction in which the net proceeds from such sale are distributed to the
Company's stockholders in liquidation of their shares of Common Stock, if, and
only if, the sole consideration to be received by the holders of the Common
Stock is cash, including any contingent cash.
(j) REGISTRATION UNDER THE SECURITIES ACT OF 1933.
(1) In the event that, at any time during the period commencing with
the issuance of this Warrant and ending March 1, 2005, the Company registers its
securities pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), in connection with a public offering of its securities (other than a
registration statement on Form S-4 or S-8 or subsequent similar forms), the
Company shall advise the registered holders of the Warrants or the Warrant
Shares (each such person being referred to herein as a "holder") by written
notice at least one week prior to the filing of any registration statement under
the Securities Act covering any securities of the Company and will upon the
request of any such holder include in any such registration statement such
information as may be required to permit a public offering of the Warrant
Shares; provided, however, that the Company shall not be required to include
such Warrant Shares in a registration statement relating to an offering by the
Company of securities for its own account if the
managing underwriter shall have advised the Company in writing that the
inclusion of such Warrant Shares will have a material adverse effect upon the
ability of the Company to sell securities for its own account, and provided,
further, that the holders are not treated less favorably than others having
piggyback registration rights. The Company shall keep the registration statement
current and effective for the holders for a period of nine (9) months from the
effective date of such registration statement or until such earlier date as all
of the registered Warrant Shares shall have been sold. In connection with such
registration, if requested by the managing underwriter as a condition to the
inclusion of the Warrant Shares in the registration statement, the holders shall
agree not to sell or otherwise distribute the Warrant Shares pursuant to the
registration statement for such period not to exceed six months (the "lock-up
period") as the managing underwriter shall request, in which event the Company
will keep the registration statement current and effective for nine (9) months
after the expiration of the lock-up period or such earlier date as all of the
registered Warrant Shares shall have been sold. If the Company is eligible to
register the Warrant Shares on a Form S-3 or similar short-form registration
statement, the Company shall use such form and shall keep the registration
statement current and effective until all of the Warrant Shares shall have been
sold.
(2) Notwithstanding the provisions of Paragraphs (j)(1) of this
Warrant, the Company's obligations to keep a registration statement current and
effective shall be suspended for an Excusable Reason, as hereinafter defined. If
an Excusable Reason shall occur, the Company shall give the holders prompt
notice thereof, and the holders shall refrain from thereafter making sales
pursuant to the registration statement until the cessation of the Excusable
Reason. An "Excusable Reason" shall mean the occurrence of negotiations with
respect to a material agreement prior to the either the announcement of the
execution of the agreement or the termination of the negotiations with respect
to such proposed agreement and other similar material corporate events to which
the Company is a party or expects to be a party if, in the reasonable judgment
of the Company, disclosure of the negotiations or other event would be required
to be included in a registration statement filed pursuant to the Securities Act
or filed with the Commission in a filing which would be incorporated by
reference in such a registration statement and such disclosure would be adverse
to the best interests of the Company; provided that the Company is continuing to
treat such negotiations as confidential and provided, further, that the period
during which the Company is precluded from filing the registration statement (or
suspended the use of an effective registration statement) as a result thereof
has not exceeded sixty (60) days and provided, further, that the Company shall
not, without the consent of the holders of a majority of the then outstanding
Warrant Shares, determined as if all outstanding Series E Warrants had been
exercised, be permitted to suspend the use of an effective registration
statement for an Excusable Reason more than twice in any twelve-month period. In
the event that the use of a registration statement is suspended for an Excusable
Reason, the period during which the registration statement shall be kept current
and effective shall be extended for the number of days that the use of the
registration statement is suspended for an Excusable Reason; provided, that the
Company shall not be required to keep the registration statement current and
effective subsequent to the December 31, 2007. The Company shall advise the
holders in writing of the occurrence and termination of an Excusable Reason. The
Company shall not be in violation of this Paragraph (j) if such delays exceed
those provided for in this Paragraph (j)(2) and are caused by action or inaction
by the Commission, the National Association of Securities Dealers, Inc., NASD
Regulation, Inc., any stock exchange or market or any state securities
commission or any holder.
(3) The following provision of this Paragraph (j) shall also be
applicable:
(A) The Company shall bear the entire cost and expense of any
registration of securities pursuant to Paragraph (j)(1) of this Warrant. Any
holder whose Warrant Shares are included
in any such registration statement pursuant to this Paragraph (j) shall,
however, bear any transfer taxes or underwriting discounts or commissions
applicable to the Warrant Shares sold by him pursuant thereto as well as any
fees and disbursements of counsel for the holder.
(B) The Company shall indemnify and hold harmless each holder and
each underwriter, within the meaning of the Securities Act, who may purchase
from or sell for any such holder any Warrant Shares from and against any and all
losses, claims, damages and liabilities (including fees and expenses of counsel,
which counsel shall, if, in the reasonable opinion of counsel for the Company,
the representation by such counsel of both the Company and the indemnified
parties constitutes a conflict of interest under applicable Code of Professional
Responsibility, be separate from counsel for the Company, provided, that the
Company shall not be required to pay the fees of more than one firm representing
all holders, including all underwriters engaged by the holders and the
controlling persons of such holders and underwriters, which counsel shall be
selected by the holders of a majority of shares of Common Stock registered in
the offering, including shares registered by holders other than holders of
Series E Warrants or Warrant Shares, and in other offerings where the claim is
essentially the same) caused by any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement or any post-effective
amendment thereto or any registration statement under the Securities Act or any
prospectus included therein required to be filed or furnished by reason of this
Paragraph (j) or any application or other filing under any state securities law
caused by any omission or alleged omissions to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading to which such holder or any such underwriter or any of them may
become subject under the Securities Act, the Securities Exchange Act of 1934, as
amended, or other Federal or state statutory law or regulation, at common law or
otherwise, except insofar as such losses, claims, damages or liabilities are
caused by any such untrue statement or alleged untrue statement or omission or
alleged omission based upon information furnished to the Company by any such
holder or underwriter expressly for use therein, which indemnification shall
include each person, if any, who controls any such underwriter within the
meaning of the Securities Act; provided, however, that any such holder or
underwriter shall at the same time indemnify the Company, its directors, each
officer signing the related registration statement, each person, if any, who
controls the Company within the meaning of the Securities Act and each other
holder, in the manner set forth in this Paragraph (j)(3)(B), from and against
any and all losses, claims, damages and liabilities caused by any untrue
statement or alleged untrue statement of a material fact contained in any
registration statement or any prospectus required to be filed or furnished by
reason of this Paragraph (j) or caused by any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, insofar as such losses, claims, damages
or liabilities are caused by any untrue statement or alleged untrue statement or
omission based upon information furnished to the Company by any such holder or
underwriter expressly for use therein.
(C) Within five (5) days after receipt by an indemnified party
under Paragraph (f)(3)(B) of this Warrant of notice of the commencement of any
action, such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party under such subsection, notify the
indemnifying party in writing of the commencement thereof. The failure so to
notify the indemnifying party shall not relieve the indemnifying party from any
liability under said Paragraph (f)(3)(B) as to the particular item for which
indemnification is then being sought, unless such indemnifying party was
materially prejudiced from such failure to give timely notice, and will not
relieve the indemnifying party from any liability that it may have to any
indemnified party otherwise than under said Paragraph (f)(3)(B). If any such
action is brought against any indemnified party and it notifies the indemnifying
party of the commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may elect by written notice
delivered to the indemnified party promptly after receiving the aforesaid notice
from such indemnified party, to assume the defense thereof; provided, that if
the defendants in any such action include both the indemnified party and the
indemnifying party and either (i) the indemnifying party or parties agree, or
(ii) representation of both the indemnifying party or parties and the
indemnified party or parties by the same counsel is, in the opinion of counsel
for the indemnifying party, inappropriate under applicable standards of
professional conduct as provided in Paragraph (f)(3)(B) of this Warrant. The
indemnifying party will not be liable to such indemnified party under this
Paragraph (f)(3)(C) for any legal or other expenses subsequently incurred by
such indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed counsel in connection with the assumption
of legal defenses in accordance with the proviso to the immediately preceding
sentence in each jurisdiction, such counsel to be selected as provided in said
Paragraph (f)(3)(B); (ii) the indemnifying party shall not have employed counsel
to represent the indemnified party within a reasonable time after notice of
commencement of the action, or (iii) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense of the
indemnifying party. In no event shall an indemnifying party be liable under
Paragraphs (f)(3) (B) and (C) of this Warrant for any settlement effected
without its written consent, which consent shall not be unreasonably withheld,
of any claim or action against an indemnified party.
(D) Neither the giving of any notice by any holder nor the making
of any request for prospectuses shall impose any upon any holder making such
request any obligation to sell any Warrant Shares or exercise any Warrants.
(E) In connection with any registration statement filed pursuant
to this Paragraph (j), the Company shall supply prospectuses and qualify the
Warrant Shares for sale in such states as the Company is otherwise registering
or qualifying its securities; provided, that the Company shall not be required
to qualify or register the Warrant Shares in any jurisdiction where such
qualification or registration would require the Company to submit generally to
the jurisdiction of such state.
(F) As used in this Paragraph (j) the Warrant Shares which may be
registered shall mean the Warrant Shares which have not been sold either
pursuant to a registration statement or pursuant to Rule 144 of the Commission
pursuant to the Securities Act or any similar rule. Notwithstanding the
foregoing, if a holder may sell, pursuant to Rule 144 or any subsequent similar
rule, all of the Warrant Shares which the holder proposes to sell without
restriction on quantity or method of sale, the Company shall not be required to
register the holder's Warrant Shares or maintain the effectiveness of any
registration statement.
(G) As a condition to the inclusion of the Warrant Shares of the
holder of this Warrant, such holder shall:
(i) furnish the information and indemnification as set forth
in Paragraph (j)(3)(B) of this Warrant;
(ii) not sell any Shares pursuant to the registration
statement except in the manner set forth in the registration statement;
(iii) comply with the prospectus delivery requirements and
the provisions of Regulation M of the Commission pursuant to the Securities Act;
and
(iv) agree not to sell or otherwise transfer any Warrant
Shares pursuant to a registration statement upon receipt of advice from the
Company that the registration statement is no longer current until the Holder is
advised that the Warrant Shares may be sold pursuant to the registration
statement.
(H) The registration rights contained in this Paragraph (j) shall
relate to the Warrant Shares held by the holder and any transferee unless such
the holder or such transferee may sell such Warrant Shares pursuant to Rule 144
of the Commission under the Securities Act or any subsequent similar rule
without limitation as to the number of shares which may be sold.
(I) The Company's agreements with respect to the Warrant Shares
in this Paragraph (j) shall continue in effect regardless of the exercise of the
Warrants.
(k) TRANSFER TO COMPLY WITH THE SECURITIES ACT. This Warrant or the Warrant
Shares or any other security issued or issuable upon exercise of this Warrant
may not be sold or otherwise disposed of except as follows:
(1) To a person who, in the opinion of counsel for the Company, is a
person to whom this Warrant or Warrant Shares may legally be transferred without
registration and without the delivery of a current prospectus under the
Securities Act and in compliance with applicable state securities laws with
respect thereto and then only against receipt of an agreement of such person to
comply with the provisions of this Paragraph (j) with respect to any resale or
other disposition of such securities which agreement shall be satisfactory in
form and substance to the Company and its counsel; or
(2) To any person upon delivery of a prospectus then meeting the
requirements of the Securities Act and state securities laws relating to such
securities and the offering thereof for such sale or disposition.
Dated as of _____________ __, 200_
NETSMART TECHNOLOGIES, INC.
By:______________________________
James L. Conway, CEO
PURCHASE FORM
Dated: , 20
The undersigned hereby irrevocably exercises this Warrant to the extent of
purchasing _______ shares of Common Stock and hereby makes payment of $_______
in payment of the Exercise Price therefor.
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name:___________________________________________________________________________
(Please typewrite or print in block letters)
Signature:___________________________________________
Social Security or Employer Identification No.________________________
ASSIGNMENT FORM
FOR VALUE RECEIVED,____________________________________________________________
hereby sells, assigns and transfer unto
Name___________________________________________________________________________
(Please typewrite or print in block letters)
Address________________________________________________________________________
Social Security or Employer Identification No._______________________
The right to purchase Common Stock represented by this Warrant to the extent of
_________shares as to which such right is exercisable and does hereby
irrevocably constitute and appoint __________________ attorney to transfer the
same on the books of the Company with full power of substitution.
Dated: , 20
Signature_________________________________________
Signature Medallion Guaranteed:
__________________________________________________