Exhibit 10.7
------------
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED ( THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE
SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR
AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
Right to Purchase Shares of Common Stock
of GRC International, Inc.
_____________________________
Common Stock Purchase Warrant
GRC International, Inc., a Delaware corporation having an address at
1900 Gallows Road, Vienna, VA 22181, (the "Company"), hereby certifies that for
$10.00 and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Cripple Creek Securities, LLC having an address
at 40 West 57th Street, 15th Floor, New York, NY 10019, ("Purchaser") or any
other Warrant Holder is entitled, on the terms and conditions set forth below,
to purchase from the Company at any time after the date hereof (subject to the
provisions of Section 2 hereof) and ending eighty-four (84) months after the
date hereof up to 125,000 of fully paid and nonassessable shares of Common
Stock, $0.10 par value, of the Company together with any associated Common Stock
Purchase Rights (the "Common Stock") at the Purchase Price (hereinafter
defined), as the same may be adjusted pursuant to Section 5 herein.
1. Definitions.
------------
(a) the term "Warrant Holder" shall mean the Purchaser or any
assignee of all or any portion of this Warrant at any given time
who, at the time of assignment, acquired the right to purchase at
least 1000 Warrant Shares, (such number being subject to
adjustment after the date hereof pursuant to Section 5 herein).
(b) the term "Warrant Shares" shall mean the shares of Common
Stock or other securities issuable upon exercise of this Warrant.
(c) the term "Purchase Price" shall mean $8.47, which represents
140% of the average of the closing sale prices of the Common
Stock on the Principal Market (as hereinafter defined) for the
period from and including January 21, 1997 to and including
January 29, 1997.
(d) other terms used herein which are defined in the Structured
Equity Line Flexible FinancingSM Agreement dated as of January
21, 1997 (the "Agreement") or the Registration Rights Agreement,
dated as of January 30, 1997 (the "Registration Rights
Agreement") shall have the same meanings herein as therein.
2. Exercise of Warrant.
--------------------
This Warrant may be exercised by Warrant Holder, in whole or in part,
at any time and from time to time, on or after the date which is eighteen (18)
months following the date hereof, by surrender of this Warrant, together with
the Purchase Price (as defined in Section 1) for each share of Common Stock as
to which the Warrant is exercised, and the form of subscription attached hereto
as Exhibit A duly executed by Warrant Holder, to the Company it its principal
office; provided that in the event that prior to such date (i) the Company
declares a record date for a material dividend or distribution in respect of the
Common Stock (in cash or securities or other assets, other than Common Stock),
(ii) if at any time (A) there occurs any consolidation or merger of the Company
with or into any other corporation or other entity or person (whether or not the
Company is the surviving corporation) or there occurs any other corporate
reorganization or transaction or series of related transactions, and as a result
thereof the shareholders of the Company pursuant to such merger, consolidation,
reorganization or other transaction own in the aggregate less than 50% of the
voting power and common equity of the ultimate parent corporation or other
transaction (B) the Company transfers all or substantially all of the Company's
assets to another corporation or other entity or person or (iii) the Agreement
is terminated by the Investor pursuant to Section 2.6, of the Agreement, the
Warrant shall become exercisable thereafter in full at the Adjusted Purchase
Price. The Adjusted Purchase Price shall equal the lesser of (x) $8.47 (as
adjusted from time to time pursuant to Section 5 hereof) and (y) 80.0% (as
adjusted from time to time pursuant to Sections 5 (c) and 5(f) hereof) of the
Transaction Value per share of Common Stock issuable upon exercise of the
Warrant. The term "Transaction Value per share" means, in the case of a merger,
acquisition, sale of Common Stock, sale of assets or similar transaction, the
fair market value of the consideration to be received per share of Common Stock,
as evidenced by the average of the closing sale price for the Common Stock
during the ten (10) Trading Days following the announcement of such definitive
agreement and in the case of a material special dividend or distribution (which
material special dividend or distribution shall not include any grant of any
"poison pill" or any amendment or modification of the terms of any "poison pill"
that does not involve any increase in the consideration payable thereunder upon
redemption of the "poison pill"), the fair market value of the dividend or
distribution as determined in good faith by the Company's Board of Directors;
provided that if the dividend or distribution is in the form of an instrument
that trades "when issued" the fair market value thereof shall be determined by
reference to the average of the closing sale price for such instrument in the
when issued market or in the absence of a closing sale price, the average of the
closing bid and asked price) during the ten (10) Trading Days following such
record date. In the event that the Warrant is not exercised in full, the number
of Warrant Shares shall be reduced by the number of such Warrant Shares for
which this Warrant is exercised, and the Company, at its expense, shall
forthwith issue and deliver to or upon the order of the Warrant Holder a new
Warrant of like tenor in the name of the Warrant Holder or as Warrant Holder
(upon payment by the Warrant Holder of any applicable transfer taxes) may
request, reflecting such adjusted Warrant Shares.
(a) Subject to the terms of conditions of this Warrant, as soon
as practicable after the exercise of this Warrant in full or in
part, and in any event within three (3) Trading Days thereafter,
the Company at its expense (including, without limitation, the
payment by it of any applicable issue taxes) will cause to be
issued in the name of and delivered to Warrant Holder, or as
Warrant Holder (upon payment by Warrant Holder of any applicable
transfer taxes) may lawfully direct, certificate or
2
certificates for the number of fully paid and non-assessable
shares of Common Stock to which Warrant Holder shall be entitled
on such exercise, together with any other stock or other
securities or property (including cash, where applicable) to
which Warrant Holder is entitled upon such exercise.
(b) This Warrant may not be exercised as to fractional shares of
Common Stock. In the event that the exercise of this Warrant, in
full or in part, would result in the issuance of any fractional
share of Common Stock, then in such event the Warrant Holder
shall be entitled to cash equal to the Fair Market Value of such
fractional share. For purposes of this Warrant, Fair Market
Value equals the closing sale price of the Common Stock on the
New York Stock Exchange, the American Stock Exchange or the
Nasdaq National Market whichever is the principal trading
exchange or market for the Common Stock (the "Principal Market")
on the date of determination or, if the Common Stock is not
listed or admitted to trading on any national securities exchange
or quoted in the Nasdaq National Market, the average of the
closing bid and asked prices on the over-the-counter market as
furnished by any New York Stock Exchange member firm that makes a
market in the Common Stock reasonably selected from time to time
by the Company for that purpose, or, if the Common Stock is not
listed or admitted to trading on any national securities exchange
or quoted on the Nasdaq National Market or traded over-the-
counter and the average price cannot be determined as
contemplated above, the Fair Market Value of the Common Stock
shall be as reasonably determined in good faith by the Company's
Board of Directors.
(c) Notwithstanding any provision of this Section 2, as of any
date prior to the date of exercise of this Warrant or any portion
thereof, the aggregate number of shares of Common Stock into
which this Warrant, all other warrants and all other securities
convertible into or exchangeable for Common Stock held by the
Warrant Holder and its affiliates shall be convertible or
exchangeable, together with the shares of Common Stock then
beneficially owned (as such term is defined in the Exchange Act)
by such Warrant Holder and its affiliates, shall not exceed 4.9%
of the total outstanding shares of Common Stock as of such date.
This Warrant shall not be exercisable on any date to the extent
that such exercise would limit the ability of the Investor to
purchase shares of Common Stock as a result of a Mandatory
Purchase Notice or an Additional Purchase Notice (as such terms
are defined in the Agreement) pursuant to Section 2.1(c) of the
Agreement.
4. Covenants of the Company.
-------------------------
(a) The Company shall use its reasonable best efforts to insure
that a Registration Statement under the Securities Act covering the
resale of other disposition thereof of the Warrant Shares by Warrant
Holder is effective to the extent as provided in the Registration
Rights Agreement or, to the extent applicable, pursuant to Section
3.2(a) of the Agreement.
3
(b) The Company shall take all necessary actions and proceedings
as may be required and permitted by applicable law, rule and
regulation, including, without limitation the notification of the New
York Stock Exchange, for the legal and valid issuance of this Warrant
and the Warrant Shares to the Warrant Holder under this Warrant.
(c) From the date hereof through the last date on which this
Warrant is exercisable, the Company shall take all steps reasonably
necessary and within its control to insure that the Common Stock
remains listed on the Principal Market and shall not amend its
Certificate of Incorporation or Bylaws so as to constitute a breach of
the Company's obligations hereunder or so as to adversely affect any
rights of the Warrant Holder under this Warrant.
(d) The Company shall at all times reserve and keep available,
solely for issuance and delivery as Warrant Shares hereunder, such
shares of Common Stock as shall from time to time be issuable as
Warrant Shares.
(e) The Warrant Shares, when issued in accordance with the terms
hereof, will be duly authorized and, when paid for or issued in
accordance with the terms hereof, shall be validly issued, fully paid
and non-assessable. The Company has authorized and reserved for
issuance to the Warrant Holder the requisite number of shares of
Common Stock to be issued pursuant to this Warrant.
(f) With a view to making available to the Warrant Holder the
benefits of Rule 144 promulgated under the Securities Act and any
other rule or regulation of the SEC that may at any time permit the
Warrant Holder to sell securities of the Company to the public without
registration, the Company agrees to use its reasonable best efforts
to:
(i) make and keep public information available, as those
terms are understood an defined in Rule 144, at all times;
(ii) file with the SEC in a timely manner all reports and
other documents required of the Company under the Securities Act
and Exchange Act; and
(iii) furnish to any Warrant Holder forthwith upon request
a written statement by the Company that it has complied with the
reporting requirements of Rule 144 and of the Securities Act and
the Exchange Act, a copy of the most recent annual or quarterly
report of the Company, and such other reports and documents so
filed by the Company as may be reasonably requested to permit any
such Warrant Holder to take advantage of any rule or regulation
of the SEC permitting the selling of any such securities without
registration.
5. Adjustment of Exercise Price and Number of Shares.
--------------------------------------------------
The number of, and kind of, securities purchasable upon exercise
of this Warrant and the Purchase Price shall be subject to adjustment
from time to time as follows:
4
(a) Subdivisions, Combinations and Other Issuances. If the
----------------------------------------------
Company shall at any time after the date hereof, but prior to the
expiration of this Warrant subdivide its outstanding securities as to
which purchase rights under this Warrant exist, by split-up, spin-off,
or otherwise, or combine its outstanding securities as to which
purchase rights under this Warrant exist, the number of Warrant Shares
as to which this Warrant is exercisable as of the date of such
subdivision, split-up, spin-off or combination shall forthwith be
proportionately increased in the case of a subdivision, or
proportionately decreased in the case of a combination. Appropriate
adjustments shall also be made to the Purchase Price payable per
share, but the aggregate purchase price payable for the total number
of Warrant Shares purchasable under this Warrant as of such date shall
remain the same.
(b) Stock Dividend. If at any time after the date hereof the
--------------
Company declares a dividend or other distribution on Common Stock
payable in Common Stock or other securities or rights convertible into
Common Stock ("Common Stock Equivalents") without payment of any
consideration by holders of Common Stock for the additional shares of
Common Stock or the Common Stock Equivalents (including the additional
shares of Common Stock issuable upon exercise or conversion thereof),
then the number of shares of Common Stock for which this Warrant may
be exercised shall be increased as of the record date (or the date of
such dividend distribution if not record date is set) for determining
which holders of Common Stock shall be entitled to receive such
dividends, in proportion to the increase in the number of outstanding
shares (and shares of Common Stock issuable upon conversion of all
such securities convertible into Common Stock) of Common Stock as a
result of such dividend, and the Purchase Price per share shall be
adjusted so that the aggregate amount payable for the purchase of all
the Warrant Shares issuable hereunder immediately after the record
date (or on the date of such distribution, if applicable), for such
dividend shall equal the aggregate amount so payable immediately
before such record date (or on the date of such distribution, if
applicable).
(c) Other Distributions. If at any time after the date hereof
-------------------
the Company distributes to holders of its Common Stock, other than as
part of its dissolution, liquidation or the winding up of its affairs,
any shares of its capital stock, any evidence of indebtedness or any
of its assets (other than cash, Common Stock or securities convertible
into or exchangeable for Common Stock), then the Company shall
decrease the per share Purchase Price of this Warrant by an
appropriate amount based upon the value distributed on each share of
Common Stock as determined in good faith by the Company's Board of
Directors.
(d) Merger. etc. If at any time after the date hereof there
------
shall be a merger or consolidation of the Company with or into or a
transfer of all or substantially all of the assets of the Company to
another entity, then the Warrant Holder shall be entitled to receive
upon payment of the aggregate Purchase Price then in effect, the
number of shares or other securities or property of the Company or of
the successor corporation resulting from such merger or consolidation,
which would have been received by Warrant Holder for
5
the shares of stock subject to this Warrant had this Warrant been
exercised just prior to such transfer, merger or consolidation
becoming effective or to the applicable record date thereof, as the
case may be.
(e) Reclassification. Etc. If at any time after the date hereof
---------------------
there shall be a reorganization or reclassification of the securities
as to which purchase rights under this Warrant exist into the same or
a different number of securities of any other class or classes, then
the Warrant Holder shall thereafter be entitled to receive upon
exercise of this Warrant, during the period specified herein and upon
payment of the Purchase Price then in effect, the number of shares or
other securities or property resulting from such reorganization or
reclassification, which would have been received by the Warrant Holder
for the shares of stock subject to this Warrant had this Warrant at
such time been exercised.
(f) Purchase Price Adjustment. In the event that the Company
-------------------------
issues or sells any Common Stock or securities which are convertible
into or exchangeable for its Common Stock or any convertible
securities, or any warrants or other rights to subscribe for or to
purchase or any options for the purchase of its Common Stock or any
such convertible securities (other than issuance of the Company's 5%
Convertible Debentures due 2002 (the "Debentures") or of shares of
Common Stock upon conversion thereof, shares or options issued or
which may be issued pursuant to the Company's employee, officer,
director, or consultant stock or option or similar equity-based
compensations plans now or hereafter established or shares used upon
exercise of options, warrants or rights outstanding on the date of the
Agreement and listed in the SEC Documents) at an effective purchase
price per share which is less than ninety-five (95%) of the Fair
Market Value (including any applicable underwriting discounts and/or
commissions) of the Common Stock on the Trading Day next preceding
such issue or sale, then in each such case, the Purchase Price in
effect immediately prior to such issue or sale shall be reduced
effective concurrently with such issue or sale to an amount determined
by multiplying the Purchase Price then in effect by a fraction, (x)
the numerator of which shall be the sum of (1) the number of shares of
Common Stock outstanding immediately prior to such issue or sale,
including, without duplication, those deemed to have been issued under
any provision of the Debentures and the Warrant plus (2) the number of
shares of Common Stock which the aggregate consideration received by
the Company for such additional shares would purchase at such Fair
Market Value and (y) the denominator of which shall be the number of
shares of Common Stock of the Company outstanding immediately after
such issue or sale including, without duplication, those deemed to
have been issued under any provision of the Debentures and Warrants.
For purposes of the foregoing fraction, Common Stock outstanding shall
include, without limitation, any Equity Offerings (as defined in the
Agreement) then outstanding whether or not they are exercisable or
convertible when such fraction is to be determined.
The number of shares which may be purchased hereunder shall be
increased proportionately to any reduction in Purchase Price pursuant
to this paragraph 5(f), so that after such adjustments the aggregate
Purchase Price payable hereunder for the increased number of shares of
Common Stock shall
6
be the same as the aggregate Purchase Price in effect immediately
prior to such adjustment.
Notwithstanding anything else contained in this Warrant to the
contrary, there shall be no adjustment of the Purchase Price or the
number of shares of Common Stock issuable pursuant to the exercise of
this Warrant in the event that during the term of this Warrant, the
Company issues shares of Common Stock, or securities convertible into
Common Stock to the Purchaser.
(g) Adjustments: Additional Shares, Securities or Assets. In the
----------------------------------------------------
event that at any time, as a result of an adjustment made pursuant to
this Section 5, the Warrant Holder shall, upon exercise of this
Warrant, become entitled to receive shares and/or other securities
(other than Common Stock) then, wherever appropriate, all references
herein to shares of Common Stock shall be deemed to refer to and
include such shares and/or other securities or assets; and thereafter
the number of such shares and/or other securities or assets shall be
subject to adjustment from time to time in a manner and upon terms as
nearly equivalent as practicable to the provisions of this Section 5.
6. No Impairment.
--------------
The Company will not, by amendment of its Certificate of
Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms of this Warrant, but will at all times
in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order
to protect the rights of the Warrant Holder against impairment.
Without limiting the generality of the foregoing, the Company (a) will
not increase the par value of any Warrant Share above the amount
payable therefor on such exercise, and (b) will take all such action
as may be reasonably necessary or appropriate in order that the
Company may validly and legally issue fully paid and nonassessable
Warrant Shares on the exercise of this Warrant. By acceptance hereof,
the Holder of this Warrant acknowledges and agrees that the
transactions specified in Section 2(i) and (ii) hereof shall not
constitute an impairment of the rights of the Warrant Holder
hereunder.
7. Notice of Adjustments.
----------------------
Whenever the Purchase Price or number of Warrant Shares
purchasable hereunder shall be adjusted pursuant to Section 5 hereof,
the Company shall execute and deliver to the Warrant Holder a
certificate setting forth, in reasonable detail, the event requiring
the adjustment, the amount of the adjustment, the method by which such
adjustment was calculated and the Purchase Price and number of shares
purchasable hereunder after giving effect to such adjustment, and
shall cause a copy of such certificate to be mailed (by first class
mail, postage prepaid) to the Warrant Holder.
7
8. Rights as Stockholder.
---------------------
Prior to exercise of this Warrant, the Warrant Holder shall not
be entitled to any rights as a stockholder of the Company with respect
to the Warrant Shares, including (without limitation) the right to
vote such shares, receive dividends or other distributions thereon or
be notified of stockholder meetings. However, in the event of any
taking by the Company of a record of the holders of any class of
securities for the purpose of determining the holders thereof who are
entitled to receive any dividend (other than a cash dividend) or other
distribution, any right to subscribe for, purchase or otherwise
acquire any shares of stock of any class or any other securities or
property, or to receive any other right, the Company shall mail to
each Warrant Holder, at least 10 days prior to the date specified,
therein, a notice specifying the date on which any such record is to
be taken for the purpose of such dividend, distribution or right, and
the amount and character of such dividend, distribution or right.
9. Replacement of Warrant.
----------------------
Upon receipt of evidence reasonably satisfactory to the Company
of the loss, theft, destruction or mutilation of the Warrant and, in
the case of any such loss, theft or destruction of the Warrant, on
delivery of an indemnity agreement or security reasonably satisfactory
in form and amount to the Company or, in the case of any such
mutilation, on surrender and cancellation of such Warrant, the Company
at its expense will execute and deliver, in lieu thereof, a new
Warrant of like tenor.
10. Specific Enforcement: Consent to Jurisdiction: Waiver of Jury
-------------------------------------------------------------
Trial.
-----
(a) The Company and the Warrant Holder acknowledge and agree that
irreparable damage would occur in the event that any of the provisions
of this Warrant were not performed in accordance with their specific
terms or were otherwise breached. It is accordingly agreed that the
parties shall be entitled to an injunction or injunctions to prevent
or cure breaches of the provisions of this Warrant and to enforce
specifically the terms and provisions hereof, this being in addition
to any other remedy to which either of them may be entitled by law or
equity.
(b) Each of the Company and the Warrant Holder hereby (i) agree
that all actions or proceedings arising directly or indirectly from or
in connection with this Warrant shall be litigated only in the Supreme
Court of the Sate of New York or the United States District Court for
the Southern District of New York located in New York County, New York
and (ii) to the extent permitted by applicable law, consent to the
jurisdiction and venue of the foregoing courts and consent that any
process or notice of motion or other application to either of said
courts or a judge thereof may be served inside or outside the State of
New York or the Southern District of New York by registered mail,
return receipt requested, directed to the such party at its address,
set forth in this Warrant (and service so made shall be deemed
complete five (5) days after the same has been posted as aforesaid) or
by personal service or in such other manner
8
as may be permissible under the rules of said courts. The parties
hereby waive any right to a jury trial in connection with any
litigation pursuant to this Warrant.
11. Entire Agreement: Amendments.
----------------------------
This Warrant, the Exhibits hereto and the provisions contained in
the Agreement or the Registration Rights Agreement and incorporated
into this Warrant and the Warrant Shares contain the entire
understanding of the parties with respect to the matters covered
hereby and thereby and except as specifically set forth herein and
therein. This Warrant and any term thereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by
the party against which enforcement of such change, waiver, discharge
or termination is sought.
12. Restricted Securities.
---------------------
Sections 6.6, 7.1, 7.2 and 7.3 of the Agreement are incorporated
herein by reference and hereby made a part hereof.
13. Notices.
-------
Any notice or other communication required or permitted to be
given hereunder shall be in writing and shall be effective (a) upon
hand delivery or delivery by telex (with correction answer back
received), telecopy or facsimile at the address or number designated
below (if delivered on a business day during normal business hours
where such notice is to be received), or the first business day
following such delivery (if delivered other than on a business day
during normal business hours where such notice is to be received) or
(b) on the second business day following the date of mailing by
express courier service, fully prepaid, addressed to such address, or
upon actual receipt of such mailing, whichever shall first occur. The
addresses for such communications shall be:
to the Company:
Chairman, President & CEO
GRC International, Inc.
1900 Gallows Road
Vienna, VA 22182
with copies to:
Steve Parker, Esq.
C.D. McCoy, Esq.
Arnold & Porter
555 12th Street, N.W.
Washington, D.C. 20004
9
to the Warrant Holder:
Cripple Creek Securities, LLC
40 West 57th Street
15th Floor
New York, NY 10019
Attn: Robert Chender, Esq.
Fax: (212) 698-0554
with copies to:
The Palladin Group, L.P.
40 West 57th Street
15th Floor
New York, NY 10019
Attn: Andrew Kaplan
Fax: (212) 698-0599
and
Ramius Capital LLC
40 West 57th Street
15th Floor
New York, NY 10019
Attn: Jeffrey Solomon
Fax: (212) 698-0554
Either party hereto may from time to time change its address for
notices under this Section 13 by giving at least 10 days prior written
notice of such changed address to the other party hereto.
14. Miscellaneous.
-------------
This Warrant shall be construed and enforced in accordance with
and governed by the laws of the State of New York. The headings
in this Warrant are for purposes of reference only, and shall not
limit otherwise affect any of the terms hereof. The invalidity
or unenforceability of any provision hereof shall in no way
affect the validity or enforceability of any other provisions.
10
15. Expiration.
----------
The right to exercise this Warrant shall expire eighty-four (84)
months after the date hereof.
Dated: January 30, 1997 GRC INTERNATIONAL, INC.
By:
-----------------------------------
Title: Chairman, President & CEO
[CORPORATE SEAL]
Attest:
By:
-------------------------
Its: SVP, Gen. Cnsl. & Sec'y.
11
EXHIBIT A
---------
FORM OF WARRANT EXERCISE
(To be signed only on exercise of Warrant)
TO:
--------------------
The undersigned, the holder of the within Warrant, hereby irrevocably elects to
exercise this Warrant for, and to purchase thereunder, ____ shares of Common
Stock of GRC International, Inc., a Delaware corporation (the "Company"), and
herewith makes payment of $ _____ therefor, and requests that the certificates
for such shares be issued in the name of, and delivered to ________, whose
address is ______________________________________________________.
Dated:______________
(Signature must conform to name of holder as specified on
the face of the Warrant)
_________________________
(Address)
12
EXHIBIT B
---------
FORM OF ASSIGNMENT
------------------
(To be signed only on transfer of Warrant)
For value received, the undersigned hereby sells, assigns, and transfers unto
_____________________ the right represented by the within Warrant to purchase
________ shares of Common Stock of GRC International, Inc., a ______
corporation, to which the within Warrant relates, and appoints ________
Attorney to transfer such right on the books of GRC International, Inc., a
Delaware corporation, with full power of substitution the premises.
Dated:
----------------------------------
(Signature must conform to name of
holder as specified on the face of
the Warrant)
----------------------------------
Address
Signed in the presence of:
- -----------------------------
13