DRAFT DATED AUGUST 2, 2003
Exhibit 10.3
THIS WARRANT AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS. NEITHER THIS WARRANT NOR THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF
MAY BE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES
LAWS, OR (B) IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS. THIS
WARRANT IS SUBJECT TO THAT CERTAIN NOTE AND WARRANT PURCHASE AGREEMENT, DATED AS
OF AUGUST 4, 2003, BY AND AMONG THE COMPANY AND THE PURCHASERS NAMED THEREIN.
Warrant Issue Date: August 5, 2003 Warrant No. ______
COMMON STOCK PURCHASE WARRANT
For value received, United States Lime & Minerals, Inc., a Texas
corporation (the "Company"), hereby certifies that __________ (the "Holder") is
entitled to purchase from the Company, at any time, or from time to time, during
the Warrant Exercise Term (as defined below), in whole or in part, up to
_________ shares (the "Warrant Shares") of the Company's common stock, par value
$0.10 per share (the "Common Stock"), at a price per share equal to $3.85, as
may be adjusted at any time, or from time to time, pursuant to Section 4 below
(the "Exercise Price"). This warrant to purchase Warrant Shares (this "Warrant")
is one of a series of warrants issued pursuant to that certain Note and Warrant
Purchase Agreement, dated as of August 4, 2003, by and among the Company and the
Purchasers listed on Schedule A thereto (the "Note and Warrant Purchase
Agreement").
1. Exercise of Warrant; Warrant Shares Put Right.
1.1 Exercise Term. This Warrant may be exercised at the principal
executive offices of the Company during the period commencing on August 4, 2003
and ending at 5:00 p.m. local time on August 4, 2009 (the "Warrant Exercise
Term").
1.2 Cash Exercise. The purchase rights represented by this Warrant
are exercisable by the Holder, in whole or in part, during the Warrant Exercise
Term by the surrender of this Warrant, with the form of Subscription attached
hereto as Annex A duly completed and executed by the Holder, to the Company at
its principal executive offices accompanied by payment in cash, in lawful money
of the United States of America, including by certified or official bank check
made payable to the order of the Company or by wire transfer of immediately
available funds to an account designated by the
Company, of an amount equal to the Exercise Price multiplied by the number of
Warrant Shares being purchased pursuant to such exercise of the Warrant.
1.3 Cashless Exercise. If the fair market value of one share of
the Common Stock is greater than the Exercise Price (at the date of calculation
as set forth below), then in lieu of exercising this Warrant for cash, the
Holder may elect to receive Warrant Shares equal to the value (as determined
below) of this Warrant (or the portion thereof being exercised) by surrender of
this Warrant, with the form of Subscription attached hereto as Annex A duly
completed and executed by the Holder, to the Company at its principal executive
offices, in which event the Company shall issue to the Holder a number of
Warrant Shares computed using the following formula as of the date of such
cashless exercise:
X = Y(A - B)
--------
A
Where: X = the number of Warrant Shares to be issued to the Holder
Y = the number of Warrant Shares purchasable under the
Warrant or, if only a portion of the Warrant is being
exercised, the portion of the Warrant being exercised
(at the date of such calculation)
A = the fair market value of one share of the Common Stock
(at the date of such calculation)
B = the Exercise Price (as adjusted to the date of such
calculation)
For purposes of the above calculation, the fair market value of one share of the
Common Stock shall be determined as follows:
(a) If the Common Stock is traded on a national
securities exchange or through The Nasdaq National Market or The Nasdaq SmallCap
Market, the fair market value of one share of the Common Stock shall be deemed
to be the average of the closing prices of the Common Stock on such exchange or
market over the 30 trading days ending immediately preceding the date of the
calculation set forth above;
(b) If the Common Stock is not traded on a national
securities exchange or through The Nasdaq National Market or The Nasdaq SmallCap
Market, but the Common Stock is otherwise actively traded over-the-counter, the
fair market value of one share of the Common Stock shall be deemed to be the
average of the closing bid or sales price (whichever is applicable) over the 30
trading days ending immediately preceding the date of the calculation set forth
above; and
(c) If there is no active public market for the Common
Stock, the fair market value of one share of the Common Stock shall be as
reasonably determined by the
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Company's Board of Directors or a duly appointed committee of the Board of
Directors as of the date of the calculation set forth above (which determination
shall be described in a written notice delivered to the Holder together with the
certificate for Warrant Shares issued to the Holder).
1.4 Partial Exercise. This Warrant may be exercised at any time,
or from time to time, during the Warrant Exercise Term for less than the full
number of Warrant Shares then remaining subject to this Warrant; provided,
however, that this Warrant may not be exercised in part for less than a whole
number of Warrant Shares. Upon any such partial exercise, the Company at its
expense will forthwith issue to the Holder a new Warrant or Warrants of like
tenor exercisable for the number of Warrant Shares as to which rights have not
been exercised (subject to adjustment as herein provided).
1.5 Issuance of Warrant Shares. As soon as practicable after the
exercise of this Warrant, and in any event within 10 business days thereafter,
the Company, at its expense, will cause to be issued in the name of the Holder
or the Holder's nominee, or any permitted transferee of the Holder, and
delivered to the Holder or the Holder's nominee or such transferee a certificate
or certificates for the number Warrant Shares to which the Holder shall be
entitled upon such exercise, plus, in lieu of any fractional share to which the
Holder would otherwise be entitled, cash in an amount determined in accordance
with Section 4.5. In lieu of delivering a certificate or certificates for such
number of Warrant Shares, upon the Holder's instruction, the Company will
authorize its transfer agent to deliver to the Holder or the Holder's nominee,
or any permitted transferee of the Holder, such Warrant Shares through the
Delivery/Withdrawal at Custodian ("DWAC") electronic transfer system. The
Company agrees that the Warrant Shares so purchased shall be deemed to be issued
to the Holder or the Holder's nominee, or the permitted transferee of the
Holder, as the record owner of such Warrant Shares as of the close of business
on the date on which this Warrant shall have been exercised for such Warrant
Shares.
2. Warrant Shares Put Right.
2.1 Subject to the terms of Section 4 of the 14% Subordinated PIK
Note Due 2008 payable to the Holder (the "Note"), the Holder shall be entitled
to require the Company to repurchase any Warrant Shares that have been issued
upon exercise of this Warrant (the "Warrant Shares Put Right"), at the Aggregate
Repurchase Price (as defined below), at any time, or from time to time, on or
after the earlier of August 4, 2008 or a Change in Control (as defined in the
Note and Warrant Purchase Agreement).
2.2 The term "Repurchase Price" shall mean the repurchase price of
one share of the Common Stock as determined below:
(a) If the Common Stock is traded on a national
securities exchange or through The Nasdaq National Market or The Nasdaq SmallCap
Market, the Repurchase Price shall be deemed to be the average of the closing
prices of the Common Stock on such exchange or market over the 30 trading days
ending immediately preceding the date of receipt of the Warrant Shares Put Right
Notice (as defined below);
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(b) If the Common Stock is not traded on a national
securities exchange or through The Nasdaq National Market or The Nasdaq SmallCap
Market, but the Common Stock is otherwise actively traded over-the-counter, the
Repurchase Price shall be deemed to be the average of the closing bid or sales
price (whichever is applicable) over the 30 trading days ending immediately
preceding the date of receipt of the Warrant Shares Put Right Notice; and
(c) If there is no active public market for the Common
Stock, the Repurchase Price shall be the greater of (i) the fair market value of
one share of the Common Stock as reasonably determined and mutually agreed to by
the Company and the Holder, without application of any minority, liquidity or
similar discounts, or (ii) the book value of one Warrant Share, determined as of
the date of receipt of the Warrant Shares Put Right Notice.
2.3 The term "Aggregate Repurchase Price" means a number equal to
the product of the Repurchase Price multiplied by the number of Put Warrant
Shares (as defined below).
2.4 In order to exercise the Warrant Shares Put Right, the Holder
shall give the Company written notice (the "Warrant Shares Put Right Notice")
that the Holder desires to exercise such right. The Holder shall be deemed to
have exercised the Warrant Shares Put Right on the date on which the Company
receives the Warrant Shares Put Right Notice. The Warrant Shares Put Right
Notice shall set forth (i) the number of Warrant Shares the Holder desires the
Company to repurchase (the "Put Warrant Shares") and (ii) a date of closing
which shall be not less than 10 business days nor more than 20 business days
from the date on which the Company receives the Warrant Shares Put Right Notice
(the "Closing Date").
2.5 The closing of the purchase and sale of the Put Warrant Shares
(the "Closing") shall take place on the Closing Date at the principal executive
offices of the Company at 10:00 a.m. local time, or such other time or place as
the Company and Holder may mutually agree. At the Closing, the Company shall pay
the Aggregate Repurchase Price for the Put Warrant Shares by certified or
official bank check made payable to the order of the Holder or by wire transfer
of immediately available funds to an account designated by the Holder, against
delivery of a certificate or certificates representing the Put Warrant Shares,
together with a stock power duly endorsed to the Company.
2.6 If the funds of the Company legally available for repurchase
of Put Warrant Shares with respect to a given Warrant Share Put Right Notice are
insufficient to repurchase all of such Put Warrant Shares, the Company shall use
any funds which are legally available for such repurchase to repurchase the
maximum possible number of such Put Warrant Shares. At any time thereafter when
additional funds of the Company become legally available for the repurchase of
such Put Warrant Shares, such funds will be used to repurchase the maximum
possible number of such Put Warrant Shares remaining with respect to such
Warrant Share Put Right Notice.
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3. Negotiability. This Warrant is, and the Warrant Shares will be, issued
upon the following terms:
3.1 Transfer of Warrant and Warrant Shares
(a) The Holder may not sell, assign, pledge, dispose of
or otherwise transfer this Warrant, or any interest therein, without the prior
written consent of the Company. Subject to the preceding sentence, this Warrant
may be transferred only upon surrender of the original Warrant at the Company's
principal executive offices for registration of transfer accompanied by a duly
executed written instrument of transfer in form satisfactory to the Company.
Thereupon, a new warrant of like tenor and date and representing the right to
purchase the Warrant Shares then remaining subject to this Warrant will be
issued to, and registered in the name of, the transferee. The terms and
conditions of this Warrant shall inure to the benefit of and be binding upon the
respective successors and permitted assigns of the parties.
(b) The Holder further agrees not to make any permitted
disposition of the Warrant or the Warrant Shares unless and until:
(i) there is then in effect a registration
statement under the Securities Act of 1933, as amended, and applicable state
securities laws (collectively, the "Acts") covering such proposed disposition
and such disposition is made in accordance with such registration statement; or
(ii) the Holder shall have notified the Company
of the proposed disposition, and shall have furnished the Company with a
statement of the circumstances surrounding the proposed disposition and, at the
expense of the Holder or its transferee, with an opinion of counsel, reasonably
satisfactory to the Company, that such disposition will not require registration
of such securities under any of the Acts.
3.2 Transfer Taxes. The Company shall not be required to pay any
Federal or state transfer tax or charge that may be payable in respect of any
transfer involved in the transfer or delivery of this Warrant or the Warrant
Shares including without limitation upon the issuance or delivery of
certificates (or delivery through DWAC) of any Warrant Shares issued upon
exercise hereof in a name other than that of the Holder, and shall not be
required to issue or deliver any warrant issued in replacement of this Warrant
or certificates (or delivery through DWAC) of any Warrant Shares upon the
exercise of this Warrant until any and all such taxes and charges shall have
been paid by the Holder or until the Holder has established to the Company's
reasonable satisfaction that no such tax or charge is due.
3.3 No Rights as Shareholder. Prior to the exercise of this
Warrant, the Holder shall not be entitled to any rights of a shareholder of the
Company with respect to Warrant Shares for which this Warrant shall be
exercisable including without limitation the right to vote, to receive dividends
or other distributions (other than as set forth in Section 4.2) or to exercise
any preemptive rights, and shall not be entitled to receive any notice of any
proceedings of the Company.
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4. Adjustments.
4.1 Adjustments Generally. In order to prevent dilution or
enlargement of the rights granted hereunder, in the specific circumstances
contemplated by this Section 4, the Exercise Price shall be subject to
adjustment at any time, or from time to time, in accordance with this Section 4.
Upon each adjustment of the Exercise Price pursuant to this Section 4, the
Holder shall thereafter be entitled to acquire upon exercise, at the Exercise
Price resulting from such adjustment, the number of Warrant Shares determined by
(i) multiplying (a) the Exercise Price in effect immediately prior to such
adjustment by (b) the number of Warrant Shares remaining issuable upon exercise
hereof immediately prior to such adjustment, and (ii) dividing the product
thereof by the Exercise Price resulting from such adjustment.
4.2 Subdivisions, Stock Dividends and Combinations. In case the
Company shall at any time subdivide its outstanding shares of the Common Stock
into a greater number of shares (including without limitation through any stock
split effected by means of a dividend on the Common Stock which is payable in
the Common Stock), the Exercise Price in effect immediately prior to such
subdivision shall be proportionately reduced, and, conversely, in case the
outstanding shares of the Common Stock shall be combined into a smaller number
of shares, the Exercise Price in effect immediately prior to such combination
shall be proportionately increased.
4.3 Reorganization, Reclassification, Consolidation, Merger or
Sale of Assets. If any capital reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation shall be effected in such a way that holders of shares of the Common
Stock shall be entitled to receive stock, securities, cash or other property
with respect to or in exchange for the Common Stock, then, as a condition of
such reorganization, reclassification, consolidation, merger or sale, lawful and
adequate provision shall be made whereby the Holder shall have the right to
acquire and receive upon exercise of this Warrant such shares of stock,
securities, cash or other property of the successor corporation that a holder of
Warrant Shares deliverable upon exercise of this Warrant would have been
entitled to receive in such reorganization, reclassification, consolidation,
merger or sale if this Warrant had been exercised immediately before such
reorganization, reclassification, consolidation, merger or sale. The foregoing
provisions shall similarly apply to successive reorganizations,
reclassifications, consolidations, mergers or sales and to the stock or
securities of any other corporation that are at the time receivable upon the
exercise of this Warrant. In all events, appropriate adjustments (as determined
by the Board of Directors of the Company) shall be made in the application of
the provisions of this Warrant with respect to the rights and interests of the
Holder after the transaction, to the end that the provisions of this Warrant
shall be applicable after that event, as near as reasonably may be, in relation
to any shares or other property deliverable after that event upon exercise of
this Warrant.
4.4 Adjustment by Board of Directors. If any event occurs as to
which, in the opinion of the Board of Directors of the Company and as agreed by
the Holder, the
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provisions of this Section 4 are not strictly applicable or if strictly
applicable would not fairly protect the rights of the Holder in accordance with
the essential intent and principles of such provisions, then the Board of
Directors may make such adjustment in the application of such provisions, in
accordance with such essential intent and principles, as it deems appropriate so
as to protect such rights as aforesaid.
4.5 Fractional Shares. The Company shall not issue fractions of
Warrant Shares upon exercise of this Warrant or scrip in lieu thereof. If any
fraction of a Warrant Share would, except for the provisions of this Section
4.5, be issuable upon exercise of this Warrant, then the Company shall in lieu
thereof pay to the person entitled thereto an amount in cash equal to the
current value of such fraction, calculated to the nearest one-hundredth of a
Warrant Share, to be computed on the basis of the fair market value of one share
of the Common Stock in accordance with the provisions of Section 1.3.
4.6 Certificate as to Adjustments. Whenever the Exercise Price
shall be adjusted as provided in Section 4, the Company shall promptly compute
such adjustment and furnish to the Holder a certificate setting forth such
adjustment and showing in reasonable detail the facts requiring such adjustment,
the Exercise Price that will be effective after such adjustment and the number
of Warrant Shares and the amount, if any, of other shares or property that at
the time would be received upon the exercise of this Warrant.
5. Exchange and Replacement of this Warrant. Subject to Section 3, this
Warrant is exchangeable without expense upon the surrender hereof by the
registered Holder at the principal executive offices of the Company for a new
warrant or warrants of like tenor and date representing in the aggregate the
right to purchase the Warrant Shares in such denominations as shall be
designated by the Holder at the time of such surrender, subject to any
adjustment pursuant to Section 4. Upon receipt by the Company of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant, and, in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to it, and reimbursement to the Company of all
reasonable expenses incidental thereto, and upon surrender and cancellation of
this Warrant, if mutilated, the Company will make and deliver a new warrant of
like tenor for the Warrant Shares then subject to this Warrant.
6. Reservation of Warrant Shares. The Company shall at all times reserve
and keep available out of its authorized shares of Common Stock, solely for the
purpose of issuance upon the exercise of this Warrant, such number of Warrant
Shares as shall be issuable upon the exercise hereof. The Company covenants and
agrees that, upon issuance in accordance with the terms of this Warrant, the
Warrant Shares shall be duly authorized, validly issued, fully paid and
nonassessable.
7. Governing Law. This Warrant and all acts and transactions pursuant
hereto and the rights and obligations of the parties hereto shall be governed,
construed and interpreted in accordance with the laws of the State of Texas,
without giving effect to principles of conflicts of law and choice of law that
would cause the laws of any other jurisdiction to apply.
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8. Amendment or Waiver. Subject to Section 7.5 of the Note and Warrant
Purchase Agreement, any provision of this Warrant may be amended and the
observance thereof may be waived (either generally or in a particular instance
and either retroactively or prospectively), only upon the written consent of the
Company and the Holder. No consent shall be required of any other party,
including any Senior Creditor (as defined in the Note), to any such amendment or
waiver.
9. Notices. All notices required or permitted hereunder shall be in
writing and shall be deemed effectively given: (i) upon personal delivery to the
party to be notified; (ii) when sent by confirmed telex or facsimile if sent
during normal business hours of the recipient, if not, then on the next business
day; (iii) five days after having been sent by registered or certified mail,
return receipt requested, postage prepaid; or (iv) if the Holder is located
within the continental United States, the next business day after deposit with a
nationally recognized overnight courier, specifying next day delivery, with
written verification of receipt; or (v) if the Holder is located outside of the
continental United States, the third business day after deposit with an
internationally recognized courier, with written verification of receipt. All
communications shall be sent to the Company at the address as set forth on the
signature page hereof and to the Holder at the address set forth on the
signature page hereof, or at such other address as the Company or the Holder may
designate by 10 days' advance written notice to the other party hereto.
10. Titles and Subtitles. The titles of the sections and subsections of
this Warrant are for convenience of reference only and are not to be considered
in construing this Warrant.
11. Counterparts. This Warrant may be executed in two counterparts, each of
which shall be an original, but both of which together shall constitute one
instrument.
12. Benefits of this Warrant. Subject to Section 4 of the Note, nothing in
this Warrant shall be construed to give any person or corporation other than the
Company and the Holder any legal or equitable right, remedy or claim under this
Warrant and this Warrant shall be for the sole and exclusive benefit of the
Company and the Holder and any other permitted holder or holders of the Warrant
or the Warrant Shares.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed and delivered by its authorized officer, as of the date first above
written.
UNITED STATES LIME & MINERALS, INC.
By:_________________________________________
Name: Timothy W. Byrne
Title: President and Chief Executive Officer
Address: 13800 Montfort Drive, Suite 330
Dallas, Texas 75240
Telephone: (972) 991-8400
Facsimile: (972) 385-1805
AGREED TO AND ACCEPTED:
[_________________________________________]
By:_______________________________________
Name:_____________________________________
Title:____________________________________
Address:__________________________________
Telephone:________________________________
Facsimile:________________________________
ANNEX A
SUBSCRIPTION
Date: ____________________
To: United States Lime & Minerals, Inc.
Attn: Chief Financial Officer
13800 Montfort Drive, Suite 330
Dallas, Texas 75240
The undersigned (the "Purchaser"), pursuant to the provisions set forth
in the attached Warrant, hereby irrevocably elects (a) to purchase _____ shares
of common stock, par value $0.10 per share (the "Common Stock"), of United
States Lime & Minerals, Inc. (the "Company") covered by such Warrant and
herewith makes payment of $_________, representing the full purchase price for
such shares of Common Stock at the price per share provided for in such Warrant,
pursuant to the cash exercise provisions of Section 1.2 of the Warrant or (b) to
exercise the Warrant with respect to __________ shares of the Common Stock,
pursuant to the cashless exercise provisions of Section 1.3 of the Warrant
[STRIKE (a) OR (b) AS APPLICABLE].
The Purchaser represents and warrants to the Company as follows:
1. Investment Representations. The Purchaser understands that the
shares of Common Stock to be issued to the Purchaser in connection with this
exercise (the "Warrant Shares") have not been registered under the Securities
Act of 1933, as amended (the "Securities Act"), or any state securities laws.
The Purchaser also understands that the Warrant Shares are being offered and
sold pursuant to an exemption from registration contained in the Securities Act
and applicable state securities laws (collectively, the "Acts") based in part
upon the Purchaser's representations contained in this Subscription Agreement.
2. Experience; Risk. The Purchaser has such knowledge and
experience in financial and business matters that the Purchaser is capable of
evaluating the merits and risks of the purchase of the Warrant Shares and of
protecting the Purchaser's interests in connection therewith. The Purchaser is
able to fend for itself in the transactions contemplated by this Subscription
Agreement and has the ability to bear the economic risk of the investment,
including complete loss of the investment.
3. Investment. The Purchaser is acquiring the Warrant Shares for
investment for its own account, not as a nominee or agent, and not with a view
to, or for resale in connection with, any distribution thereof, and the
Purchaser has no present intention of selling, granting any participation in, or
otherwise distributing the same. The Purchaser understands that the Warrant
Shares have not been registered under the Acts by reason of a specific exemption
from the registration provisions of the Acts which depends upon,
among other things, the bona fide nature of the investment intent and the
accuracy of the Purchaser's representations as expressed herein.
4. Information. The Purchaser has been furnished with all
information which it deems necessary to evaluate the merits and risks of
purchasing the Warrant Shares and has had the opportunity to ask questions
concerning the Warrant Shares and the Company, and all questions posed have been
answered to the Purchaser's satisfaction. The Purchaser has been given the
opportunity to obtain any additional information the Purchaser deems necessary
to verify the accuracy of any information obtained concerning the Warrant Shares
and the Company. The Purchaser understands that an investment in the Warrant
Shares involves significant risks.
5. Restricted Securities; Restrictions on Transfer. The Purchaser
understands that the Warrant Shares will be "restricted securities" under the
Acts inasmuch as they are being acquired from the Company in a transaction not
involving a public offering, and that under such laws and applicable regulations
the Warrant Shares may be resold without registration under the Acts only in
certain limited circumstances. The Purchaser acknowledges that the Warrant
Shares must be held indefinitely unless subsequently registered under the Acts
or an exemption from such registration is available.
6. Accredited Investor Status; Tax Implications. The Purchaser is
an "accredited investor" within the meaning of Rule 501 promulgated under the
Securities Act. The Purchaser has considered the Federal and state income tax
implications of the exercise of the Warrant and the purchase and subsequent sale
of the Warrant Shares and has consulted with the Purchaser's own advisors with
respect thereto.
7. Residence. If the Purchaser is an individual, then the
Purchaser resides in the state identified in the address of the Purchaser set
forth on Schedule A to the Note and Warrant Purchase Agreement; if the Purchaser
is a partnership, corporation, limited liability company or other entity, then
the office or offices of the Purchaser in which its investment decision was made
are located at the address or addresses of the Purchaser set forth on Schedule A
the Note and Warrant Purchase Agreement.
8. Legend. The Purchaser understands that the Warrant Shares will
bear a legend substantially similar to the legend set forth below:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY
NOT BE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE
STATE SECURITIES LAWS, OR (B) IN A TRANSACTION WHICH IS EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES ARE SUBJECT TO A PUT
RIGHT AS DESCRIBED IN THAT CERTAIN COMMON STOCK PURCHASE
WARRANT, DATED AUGUST 4, 2003 (WARRANT NO. ___) AND TO THE TERMS OF
THAT CERTAIN REGISTRATION RIGHTS AGREEMENT, DATED AS OF AUGUST 4, 2003.
___________________________________
Signature
Print name:________________________
Address:___________________________