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EXHIBIT 4.9
WARRANT CERTIFICATE
THE WARRANT REPRESENTED BY THIS CERTIFICATE (THE "WARRANT") HAS BEEN (I)
ACQUIRED FOR INVESTMENT AND (II) ISSUED AND SOLD IN RELIANCE UPON AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND
APPLICABLE STATE SECURITIES LAWS. THE WARRANT, AND THE SECURITIES ISSUABLE UPON
EXERCISE THEREOF, CANNOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED, OTHER THAN
PURSUANT TO (I) AN EFFECTIVE REGISTRATION UNDER THE ACT OR IN A TRANSACTION THAT
IS OTHERWISE IN COMPLIANCE WITH THE ACT AND (II) EVIDENCE REASONABLY
SATISFACTORY TO THE ISSUER OF COMPLIANCE WITH ALL APPLICABLE STATE AND FEDERAL
SECURITIES LAWS. THE ISSUER SHALL BE ENTITLED TO RELY UPON AN OPINION OF COUNSEL
SATISFACTORY TO IT WITH RESPECT TO COMPLIANCE WITH SUCH LAWS.
NO. 1 APRIL 30, 1999
VOID AFTER 5:00 P.M. EASTERN STANDARD TIME
ON APRIL 30, 2009
(THE "EXPIRATION DATE")
FLIGHTSERV.COM
WARRANT CERTIFICATE
THIS CERTIFIES THAT, as consideration to Vance for allowing its name
and reputation to be associated with flightserv.com, which will assist
flightserv.com in obtaining financing and customers, VANCE EXECUTIVE PROTECTION,
INC. ("Holder"), is the owner of a Warrant that, subject to the terms of this
Warrant Certificate, entitles the Holder to purchase up to One Million
(1,000,000) fully paid and non-assessable shares (the "Shares") of the common
stock, $0.04 par value per share (the "Common Stock"), of FLIGHTSERV.COM, a
Delaware corporation (the "Company"), in three increments as described in
Section 6 below, at the purchase price of fifty cents ($0.50) per share (the
"Exercise Price") upon presentation and surrender of this Warrant Certificate
with the Form of Election to Purchase attached hereto, duly executed, at any
time prior to the Expiration Date.
1. REGISTRATION. The Warrant has been numbered and registered in
a warrant register (the "Warrant Register"). The Company shall treat the Holder
of the Warrant as set forth in the Warrant Register as the owner in fact thereof
for all purposes. The Company is not liable for any registration or transfer of
any Warrant that is registered or any Warrant that will become registered in the
name of a fiduciary or its nominee unless the Company has actual knowledge
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that a fiduciary or its nominee is committing a breach of trust by requesting
such registration or transfer or has actual knowledge of such facts that its
participation therein amounts to bad faith.
2. RIGHT TO PIGGYBACK. If the Company shall determine to register
any of its securities either for its own account or the account of a security
holder or holders exercising their respective demand registration rights, other
than a registration relating solely to employee benefit plans, or a registration
relating solely to a Rule 145 transaction, or a registration on any registration
form that does not permit secondary sales, the Company will:
(a) give to the Holder written notice thereof; and
(b) use its best efforts to include in such registration (and any
related filing or qualification under applicable blue sky
laws), except as set forth in Section 3 below, and in any
underwriting involved therein, all the securities granted
under this Warrant Certificate ("Unregistered Securities")
specified in a written request or requests, made by the Holder
and received by the Company within seven (7) days after the
written notice from the Company described in clause (a) above
is received by Holder or delivered by the Company. Such
written request may specify all or a part of the Holder's
Unregistered Securities granted but no less than 25% of the
Holder's Unregistered Securities.
3. UNDERWRITING. If the registration of which the Company gives
notice is for a registered public offering involving an underwriting, the
Company shall so advise the Holder as a part of the written notice given
pursuant to Section 2(a). In such event, the right of the Holder to registration
pursuant to this Section 3 shall be conditioned upon such Holder's participation
in such underwriting and the inclusion of such Holder's Unregistered Securities
in the underwriting to the extent provided herein. All Holders proposing to
distribute their securities through such underwriting shall (together with the
Company and the other holders of securities of the Company with registration
rights to participate therein distributing their securities through such
underwriting) enter into an underwriting agreement in customary form with the
representative of the underwriter or underwriters selected by the Company.
Notwithstanding any other provision of this Section 3, if the
representative of the underwriters advises the Company in writing that marketing
factors require a limitation on the number of shares to be underwritten, the
representative may (subject to the limitations set forth below) exclude all
Unregistered Securities from, or limit the number of Unregistered Securities to
be included in, the registration and underwriting. The Company shall so advise
the Holder of securities if requesting registration, and the number of shares of
securities that are entitled to be included in the registration and underwriting
shall be allocated first to the Company for securities being sold for its own
account and thereafter in proportionate fractions to the number of shares
presented by all stockholders with equivalent registration rights. If any person
does not agree to the terms of any such underwriting, he shall be excluded
therefrom by written notice from the Company or the underwriter. Any
Unregistered Securities or other securities excluded or withdrawn from such
underwriting shall be withdrawn from such registration.
If shares are so withdrawn from the registration and if the number of
shares of securities to be included in such registration was previously reduced
as a result of marketing factors, the Company shall then offer to all persons
who have retained the right to include securities in the registration the right
to include additional securities in the registration in an aggregate amount
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equal to the number of shares so withdrawn, with such shares to be allocated
among the persons requesting additional inclusion in proportionate fractions to
the number of shares presented by all holders.
4. EXPENSES OF REGISTRATION INDEMNIFICATION.
(a) All Registration Expenses incurred in connection with any
registration, qualification or compliance pursuant to Section
3 hereof shall be borne by the Company. All Selling Expenses
relating to securities so registered shall be borne by the
Holder and other holders of such securities pro rata on the
basis of the number of shares of securities so registered on
their behalf.
(b) The Company will indemnify the Holder, and its officers,
directors, and agents and each person controlling the Holder
within the meaning of Section 15 of the Act, from and against
all expenses, claims, losses, damages and liabilities
(including reasonable attorney's fees and defense costs)
("Costs") arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any
prospectus, offering circular, or other document relating to
the registration of securities hereunder (collectively the
"Registration Documents"), or based on 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, or any violation by the Company of any federal
securities law or any state securities law or any rule or
regulation thereunder applicable to the Company. The Holder
will (if securities held by him are included in the
registration), indemnify the Company and each of its
directors, officers and agents and each person who controls
the Company within the meaning of Section 15 of the Act, from
and against all Costs arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact
contained in any Registration Document, or 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, to the extent, but only to the extent, that
such untrue statement (or alleged untrue statement) or
omission (or alleged omission) is made in such Registration
Document in reliance upon and in conformity with written
information furnished to the Company by Holder and stated to
be specifically for use therein. It is agreed that the
indemnity agreements contained in this section shall not apply
to amounts paid in settlement of any such loss, claim, damage,
liability, or action if such settlement is effected without
the consent of the indemnifying party (which consent shall not
be unreasonably withheld).
5. TRANSFER OF WARRANT. The Warrant is transferable on the books
of the Company only upon delivery of the Warrant to the Company, duly endorsed
by the Holder or by its duly authorized attorney or representative, or
accompanied by proper evidence of succession, assignment or authority to
transfer. In all cases of transfer by an attorney, the original power of
attorney, duly approved, or an official certified copy thereof, shall be
deposited with the Company. Should an executor, administrator, guardian or other
legal representative of a Holder effect such a transfer, then duly authenticated
evidence of its authority must be produced and may be required to be deposited
with the Company in its discretion. Upon any registration of transfer, the
Company agrees to deliver a new Warrant or Warrants to the persons entitled
thereto. Notwithstanding the foregoing, the Company has no obligation to
transfer the name of
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the Holder on its books to any person, unless the Holder furnishes the Company
evidence of compliance with the Act, in accordance with the provisions of
Section 13 hereof.
6. PERIOD OF EXERCISE. The Exercise Price and the number of
Shares issuable upon exercise of the Warrant are subject to adjustment upon the
occurrence of certain events, pursuant to the provisions of Section 12 hereof.
Subject to the provisions of this Warrant, the Holder has the right to purchase
from the Company (and the Company will issue and sell to such registered Holder)
the number of Shares equal to the following:
(a) No rights to purchase Shares hereunder shall arise until the
Closing Price for the Common Stock is at least One Dollar
($1.00) per share for fifteen (15) consecutive trading days,
at or after which time, and up to the Expiration Date, the
Holder shall be entitled to purchase the first increment equal
to 333,333 of the Shares, as the same may be adjusted in
accordance with the provisions of Section 11 hereof. For
purposes of this Warrant, the term "Closing Price" shall mean
the daily closing price per share of the Common Stock as
reported on the American Stock Exchange (the "AMEX") or if the
Common Stock is not listed on the AMEX, such other national
securities exchange on which the Common Stock is then listed,
or if the Common Stock is not then listed on any national
securities exchange, the last quoted price or if not quoted,
the closing bid price in the over the counter market as
reported by the National Association of Securities Dealers,
Inc. Automated Quotation System.
(b) At or after such time as the Closing Price for the Common
Stock is at least One Dollar and Fifty Cents ($1.50) per share
for fifteen (15) consecutive trading days, and up to the
Expiration Date, the Holder shall be entitled to purchase the
second increment equal to 333,333 of the Shares, as the same
may be adjusted in accordance with the provisions of Section
11 hereof.
(c) At or after such time as the Closing Price for the Common
Stock is at least Two Dollars ($2.00) per share for fifteen
(15) consecutive trading days, and up to the Expiration Date,
the Holder shall be entitled to purchase the third and final
increment equal to 333,334 of the Shares, as the same may be
adjusted in accordance with the provisions of Section 11
hereof.
(d) This Warrant shall expire and no longer be exercisable on and
after 5:00 p.m., April 30, 2009 or upon the earlier
consummation of any merger in which the Common Stock is
changed or converted into other securities, cash or property
(provided, however, that the Holder received notice of such
merger pursuant to Section 8 hereof).
7. EXERCISE OF WARRANT. The rights represented by this Warrant
may be exercised by the Holder in whole or in part (but not as to a fractional
Share), by surrendering the Warrant to the Company or its duly authorized agent,
with the Form of Election to Purchase, a copy of which is attached hereto, duly
completed and signed, and upon paying to the Company the Exercise Price, as may
be adjusted in accordance with the provisions of Section 11 hereof, for the
number of Shares for which this Warrant is exercised. Payment of such Exercise
Price may be made (a) in cash; (b) by certified check, bank draft or drawn
postal, express money order payable to the order of flightserv.com; or (c) by
reducing the actual number of Shares issuable
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upon the exercise of this Warrant (as set forth on the Election to Purchase) by
the smallest number of whole shares of the Common Stock which, when multiplied
by the Closing Price per share of the Common Stock as of the date this Warrant
is exercised, is sufficient to satisfy the Exercise Price for the number of
Shares for which this Warrant is exercised. Upon the surrender of this Warrant,
payment of the Exercise Price as described above and payment of all tax
obligations as described in Section 9 below, the Company agrees to cause to be
issued and delivered with all reasonable dispatch to or upon the written order
of the registered Holder and (subject to receipt of evidence of compliance with
the Act in accordance with the provisions of Section 12 hereof) in such name or
names as such registered Holder may designate, a certificate or certificates for
the number of full Shares so purchased upon the exercise of such Warrant,
together with cash, as provided in Section 14 hereof, in respect of any
fractional Share otherwise issuable upon such surrender. Such certificate or
certificates shall be deemed to have been issued and any person so designated to
be named therein shall be deemed to have become a holder of record of such
Shares as of the date of surrender of this Warrant, payment of the Exercise
Price as described above and payment of all tax obligations as described in
Section 9 hereof; provided, however, that if, at the date of surrender of this
Warrant and payment of the Exercise Price and taxes the transfer books for the
Common Stock or other class of stock purchasable upon the exercise of this
Warrant shall be closed, the certificates for the Shares for which this Warrant
is exercised shall be issuable as of the date on which such books shall next be
opened (whether before, on or after the Expiration Date) and until such date the
Company shall be under no duty to deliver any certificates for such Shares; and
provided further, however, that the transfer books shall not be closed at any
one time for a period longer than twenty (20) consecutive calendar days unless
otherwise required by law.
8. NOTICES.
(a) Notice of Adjustment. Whenever the number of shares of Common
Stock for which this Warrant is exercisable shall be adjusted
pursuant to Section 12, the Company shall forthwith prepare a
certificate to be executed by the President or Chief Financial
Officer of the Company setting forth, in reasonable detail,
the event requiring the adjustment, the method by which the
adjustment was calculated and describing the number of shares
of Common Stock for which this Warrant is exercisable after
giving effect to such adjustment or change. The Company shall
promptly cause a signed copy of such certificate to be
delivered to the Holder. The Company shall keep at its
principal office copies of all such certificates and cause the
same to be available for inspection during normal business
hours by the Holder of any prospective purchaser of the
Warrant designated by the Holder.
(b) Notice of Extraordinary Distributions. In the event that the
Company proposes to set a record date for the purpose of
entitling holders of its Common Stock to receive any dividend
or other distribution of:
(i) cash in an amount in excess of the previous regular
cash dividend, or
(ii) any evidences of its indebtedness, any shares of its
stock or any other securities or property of any
nature whatsoever, including any warrants or other
rights to subscribe for or purchase any evidences of
its indebtedness, any shares or its stock of any
other securities or property; then the
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Company shall deliver to the Holder written notice of
such proposed dividend or distribution at least 10
days prior to such proposed record date. A
reclassification of Common Stock (other than a change
in par value, or from par value to no par value or
from no par value to par value) into shares of Common
Stock and shares of any other class of stock shall be
deemed a distribution by the Company to the holders
of its Common Stock of such shares of such other
class of stock within the meaning of this Section
8(b) and, if the outstanding shares of Common Stock
shall be changed into a larger of smaller number of
shares of Common Stock as a part of such
reclassification, shall be deemed a subdivision or
combination, as the case may be, of the outstanding
shares of Common Stock within the meaning of Section
12.
(c) Notice of Certain Mergers and Asset Dispositions. In the event
that the Company proposes to consolidate with or merge into
another corporation in a transaction in which the Common Stock
will be changed or converted into other securities, cash or
property, or to sell, transfer or otherwise dispose of all or
substantially all of its property, assets or business to
another corporation or other entity, the Company shall deliver
to each Holder written notice of such proposed transactions at
least 15 days prior to the earlier of its consummation or the
taking of any record of the holders of its Common Stock for
the purpose of determining their rights pursuant to such
transactions.
(d) Notice of Registration Statement. In the event that the
Company shall propose to file a registration statement under
the Act with respect to any shares of Common Stock of the
Company, it shall deliver to each Holder (i) at least 15 days
advance notice of its intention to file such registration
statement and the anticipated range of prices at which the
shares of Common Stock are proposed to be offered; (ii) prompt
notice of any change in such anticipated range of prices; and
(iii) notice by 10:00 a.m., New York City time, on the day
prior to the date on which the registration statement is
expected to become effective.
(e) Notice Procedures. Unless otherwise expressly provided for in
this Warrant, any notices or other communications required or
permitted hereunder shall be given in writing and shall be
delivered personally, by overnight delivery service or by
registered or certified mail and shall be deemed to have been
given when so delivered personally, or one business day after
the date of deposit with such overnight courier or three
business days after the date mailed. All notices shall be
addressed to the respective parties as follows: if to Holder,
to Vance Executive Protection, Inc., 10467 White Granite
Drive, Oakton, Virginia 22124, Attn. President; and if to
Company, to flightserv.com, 3343 Peachtree Road, N.E., Suite
530, Atlanta, Georgia 30326 or such other address as the party
to whom notice is to be given may have furnished to the other
party in writing.
9. PAYMENT OF TAXES. The Holder agrees to pay all documentary
stamp taxes (whether federal, state or local) attributable to the exercise of
this Warrant and the issuance of Shares upon such exercise by delivery of cash
or a certified check payable to the Company in the amount of all such taxes. In
addition, as a condition to the exercise of the Warrant, the Company may require
the Holder to pay or reimburse the Company for any taxes which the
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Company determines are required to be withheld in connection with the grant or
any exercise of this Warrant. Such payment or reimbursement shall be in the
manner set forth in this Section 9.
10. MUTILATED OR MISSING WARRANTS. Should this Warrant be
mutilated, lost, stolen or destroyed, the Company may, in its discretion, issue
and deliver in exchange and substitution for, and upon cancellation of, the
mutilated Warrant, or in lieu of and substitution for the lost, stolen or
destroyed Warrant, a new Warrant of like tenor representing an equivalent right
or interest. The Company shall issue and deliver such new Warrant only upon
receipt of evidence reasonably satisfactory to the Company, if requested, of
such loss, theft or destruction of such Warrant and a reasonable indemnity.
Applicants for such substitute Warrants also shall comply with such other
reasonable regulations and pay such other reasonable charges as the Company may
prescribe.
11. RESERVATION OF COMMON STOCK, ETC. The Board of Directors of
the Company has approved this Warrant and the Company has reserved (and will
continue to reserve until the earlier of the exercise of this Warrant or the
Expiration Date) out of the authorized and unissued shares of the Common Stock a
number of shares sufficient to provide for the exercise of the rights of
purchase represented by this Warrant. The transfer agent for the Common Stock
(the "Transfer Agent") and every subsequent Transfer Agent for any shares of the
Common Stock issuable upon the exercise of any of the rights of purchase
aforesaid are hereby irrevocably authorized and directed at all times until the
Expiration Date to reserve such number of authorized and unissued shares of the
Common Stock as shall be required for such purpose. The Company will supply such
Transfer Agent with duly executed stock certificates for such purposes. Any
Warrant surrendered in the exercise of the rights hereby evidenced shall be
cancelled, and such cancelled Warrant shall constitute sufficient evidence of
the number of Shares that have been issued upon the exercise of such Warrant. No
shares of Common Stock shall be subject to reservation concerning any Warrant
not exercised on or prior to the Expiration Date.
12. ADJUSTMENTS OF WARRANT PRICE AND NUMBER AND KIND OF SHARES.
The Exercise Price and the number and kind of securities purchasable upon the
exercise of this Warrant shall be subject to adjustment from time to time upon
the occurrence of the following events subsequent to the date hereof.
(a) In case the Company shall (i) pay a dividend in shares of its
capital stock or make a distribution in shares of its capital
stock (whether of the Common Stock or of any other class of
capital stock), (ii) subdivide its outstanding Common Stock
into a greater number of shares or (iii) combine its
outstanding Common Stock into a smaller number of shares, then
the number of Shares (calculated immediately prior to such
change) shall be increased or decreased, as the case may be,
in direct proportion to the increase or decrease in the total
number of shares of Common Stock of the Company by reason of
such change, and the Exercise Price of the Shares after such
change shall, in the case of an increase in the number of
shares of Common Stock, be proportionately reduced, and, in
case of a decrease in the total number of shares of Common
Stock, be proportionately increased. An adjustment made
pursuant to this Paragraph (a) of this Section 12 shall become
effective immediately after the record date for determining
stockholders entitled to receive such dividend or distribution
in the case of a dividend or distribution in shares of the
Company's capital stock and shall become effective immediately
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after the effective date in the case of a subdivision,
combination or reclassification. If, as a result of an
adjustment made pursuant to this Paragraph (a) of this Section
12, the Holder shall become entitled to receive shares of two
or more classes of capital stock of the Company, the Board of
Directors of the Company (whose determination shall be
conclusive) shall in good faith determine the allocation of
the adjusted exercise price between or among shares of such
classes of capital stock.
(b) Reorganization, Reclassification. If the Company shall effect
any reorganization or reclassification of its capital stock in
connection with which a Holder has not exercised this Warrant,
then, upon any exercise of this Warrant subsequent to the
consummation thereof, such Holder shall be entitled to
receive, in lieu of the Common Stock issuable upon exercise
immediately prior to such consummation, the highest amount of
stock, other securities or property (including cash) to which
such Holder would have been entitled upon such consummation if
such Holder had exercised this Warrant immediately prior
thereto, all subject to further adjustments thereafter as
provided in this Section 12.
(c) No adjustment in the Exercise Price shall be required unless
and until such adjustments would require an increase or
decrease of at least five cents ($0.05) in such price;
provided, however, that any adjustments that by reason of this
Paragraph (b) of this Section 12 are not required to be made
shall be carried forward and taken into account in any
subsequent adjustment. All calculations under this Section 12
shall be made to the nearest cent or to the nearest whole
Share, as the case may be.
(d) If at any time as a result of any adjustment made pursuant to
Paragraph (a) of this Section 12, the Holder of this Warrant
shall become entitled to receive any shares of the Company's
capital stock other than Common Stock, then the number of such
other shares receivable upon exercise of this Warrant shall be
subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions
concerning the Common Stock contained in Paragraphs (a)
through (c), inclusive, of this Section 12.
(e) Irrespective of any adjustments in the Exercise Price or the
number or kind of Shares or shares of other capital stock of
the Company or of others purchasable upon exercise of this
Warrant, any warrants theretofore or thereafter issued may
continue to express the same price and number and kind of
Shares or shares of other capital stock of the Company as are
stated in such warrants when initially issued.
13. REGISTRATION UNDER THE SECURITIES ACT OF 1933. Neither this
Warrant nor the Shares have been registered under the Act in reliance on
exemption from such registration requirements provided by Section 4(2) of the
Act and Regulation D promulgated thereunder, and under exemptions provided by
applicable state securities laws. The Holder, by its acceptance hereof,
covenants and agrees that it will not transfer or dispose of this Warrant or any
of the Shares except pursuant to (a) an effective registration statement filed
under the Act or (b) an opinion of counsel, reasonably satisfactory to counsel
for the Company, that an exemption from
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the registration requirements under the Act and applicable state securities laws
is available and otherwise in accordance with the conditions set forth in
Section 13 hereof.
14. FRACTIONAL INTERESTS. No fractional shares of the Common Stock
will be issued upon the exercise of this Warrant or any future Warrants issued
in replacement hereof, but in lieu thereof a cash payment will be made to the
Holder.
15. RIGHTS OF WARRANT HOLDERS. No Holder of this Warrant
Certificate shall be entitled to vote or receive dividends or be deemed the
Holder of Common Stock or any other securities of the Company that may at any
time be issuable upon the exercise hereof for any purpose, nor shall anything
contained herein be construed to confer upon the Holder hereof, as such, any of
the rights of a stockholder of the Company or any right to vote for the election
of directors or upon any matter submitted to stockholders at any meeting
thereof, or to give or withhold consent to any corporate action (whether upon
any recapitalization, issue of stock, reclassification of stock, change of par
value, consolidation, merger, conveyance or otherwise) or to receive notice of
meetings, or to receive dividends or subscription rights or otherwise, until
this Warrant shall have been exercised and the Common Stock purchasable upon the
exercise hereof shall have become deliverable to such Holder.
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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
under seal and delivered as of the date and year first written above.
FLIGHTSERV.COM
BY: /s/ C.B. Lance
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PRESIDENT
[CORPORATE SEAL]
Attest: /s/ Judy Gordon
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Secretary
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FORM OF ELECTION TO PURCHASE
TO: flightserv.com
3343 Peachtree Road, N.E.
Suite 530
Atlanta, Georgia 30326
Attention: President
Pursuant to the Warrant Certificate (herein called the "Certificate"),
dated as of April 30, 1999, granted by flightserv.com (the "Company") to Vance
Executive Protection, Inc. ("Vance"), Vance hereby gives notice that it elects
to exercise the warrant granted under the Certificate with respect to ______
shares of the common stock of the Company as of the date on which this notice is
delivered to the Company, and accordingly hereby agrees to purchase such shares
at the price and on the terms established under the Certificate. To the extent
payment is made by cash, check or shares of the Company's stock previously owned
by the Company, full payment for such shares is enclosed. Such payment consists
of:
__________ Cash
__________ Check
__________ shares of the Company's common stock, _______ of which
are previously owned.
Vance hereby represents and warrants that it is purchasing such shares
for investment purposes only and not with a view to distribution or resale.
Vance hereby agrees that the warrant granted under the Certificate
shall be deemed to have been exercised to the extent specified in this notice on
the exercise date below the authorizing signature, and Vance hereby warrants
that on such date this notice was delivered to the Company.
Sincerely,
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Title:
DATED:
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