PLACEMENT AGENT'S WARRANT
WARRANT NO. _______
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF,
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR FILED OR REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION OR WITH THE SECURITIES REGULATORY AUTHORITY OF ANY STATE, BUT ARE
BEING ISSUED PURSUANT TO CERTAIN EXEMPTIONS THEREUNDER. THIS WARRANT, AND SUCH
SHARES OF COMMON STOCK, HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION OR BY THE SECURITIES REGULATORY
AUTHORITY OF ANY STATE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE. THIS WARRANT, AND SUCH SHARES OF COMMON STOCK, ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AND RESALE, AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION THEREUNDER OR
EXEMPTION THEREFROM. THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY
U.S. PERSON UNLESS REGISTERED UNDER THE ACT OR AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE.
WAVETECH INTERNATIONAL, INC.
Warrant for the Purchase
of Shares of Common Stock
May 1, 2000 43,371 Shares
FOR VALUE RECEIVED, Wavetech International, Inc., a Nevada corporation (the
"Company"), hereby certifies that THOMSON KERNAGHAN & CO. LIMITED (the
"Holder"), is entitled, subject to the provisions of this Warrant, to purchase
from the Company, at any time or from time to time during the applicable
Exercise Period (as hereinafter defined) 43,371 fully paid and nonassessable
shares of common stock of the Company, par value $0.001 per share (the "Common
Stock") at the price of $8.07 per share, for an aggregate exercise price of
$350,000 (the "Exercise Price").
The number and character of shares of Common Stock or other securities to
be received upon exercise of this Warrant are subject to adjustment in
accordance with the provisions of Section 8).
For purposes of this Warrant, "Warrant Shares" means the shares of Common
Stock deliverable upon exercise of this Warrant, as adjusted from time to time.
Unless the context requires otherwise all references to Common Stock and Warrant
Shares in this Warrant shall, in the event of an adjustment pursuant to Section
7 hereof, be deemed to refer also to any securities or property then issuable
upon exercise of this Warrant as a result of such adjustment. This Warrant is
issued pursuant to the Securities Purchase Agreement dated May 1, 2000, between
the Company and Cedar Avenue LLC (the "Agreement"), and is subject to the
provisions thereof.
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Section 1. EXERCISE OF WARRANT. (a) This Warrant may be exercised, as a
whole or in part, at any time or from time to time during the applicable
Exercise Period (as hereinafter defined) or, if such day is a day on which
banking institutions in New York City are authorized by law to close, then on
the next succeeding day that shall not be such a day, by presentation and
surrender hereof to the Company at its principal office at the address set forth
on the signature page hereof (or at such other address as the Company may
hereafter notify the Holder in writing), or at the office of its stock transfer
agent or warrant agent, if any, with the Purchase Form annexed hereto duly
executed and accompanied by proper payment of the aggregate applicable Exercise
Price in lawful money of the United States of America in the form of a certified
or cashier's check to the order of the Company or by wire transfer of same day
funds, for the number of Warrant Shares specified in such form. If this Warrant
should be exercised in part only, the Company shall, upon surrender of this
Warrant, execute and deliver a new Warrant evidencing the rights of the Holder
thereof to purchase the balance of the Warrant Shares purchasable hereunder.
Upon receipt by the Company of this Warrant and such Purchase Form, together
with the aggregate applicable Exercise Price (as hereinafter defined) for the
number of Warrant Shares specified in such Purchase Form, at such office, or by
the stock transfer agent or warrant agent of the Company, if any, at its office,
the Company or the stock transfer agent or warrant agent, if any, shall issue
and deliver to or upon the written order of the Holder and in such name or names
as the Holder may designate, a certificate or certificates for the Warrant
Shares. 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 the
holder of record of such Warrant Shares as of the date of the surrender of this
Warrant, notwithstanding that the stock transfer books of the Company shall then
be closed or that certificates representing such Warrant Shares shall not then
be actually delivered to the Holder or its designee. The Company shall pay any
and all documentary stamp or similar issue or transfer taxes payable in respect
of the issue or delivery of the Warrant Shares.
(b) CASHLESS EXERCISE. Notwithstanding the foregoing, in lieu of paying the
Exercise Price, the Holder may, by designating a "cashless" exercise on the
Purchase Form and surrendering a part of the Warrant having an aggregate Spread
equal to the aggregate Exercise Price of the part Warrant being exercised,
acquire a number of Warrant Shares equal to (i) the difference between (x) the
Current Market Value of the Common Stock and (y) the Exercise Price, (ii)
multiplied by the number of shares of Common Stock purchasable under the portion
of the Warrant tendered to the Company, and (iii) divided by the Market Value of
the Company's Common Stock. "Spread" means the Current Market Value of the
Warrant Shares issuable upon exercise of such part of the Warrant less the
Exercise Price of such part of the Warrant, in each case as adjusted as provided
herein.
(c) LIMITATION ON RIGHT AND POWER TO EXERCISE. Any provision in this
warrant, the Securities Purchase Agreement or any other document to the contrary
not withstanding, the Holder shall not have the right or power to exercise this
warrant, either in whole or in part, and any attempt to do so shall be void if,
after having given effect to such exercise, the Holder shall be or shall be
deemed to be the beneficial owner of 10% or more of the then outstanding Common
Stock within the meaning or for the purposes of Section 13(d) or 13(g) of the
U.S. Securities Exchange Act of 1934, as amended, or as the term "beneficial
owner" is defined in Rule 13d-3 of the U.S. Securities and Exchange Commission
or otherwise.
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Section 2. EXERCISE PERIOD. This Warrant shall be exercisable during the
period (the "Exercise Period") beginning the date of execution of this Warrant
(the "Initial Exercise Date") and ending at 5:00 p.m. (New York City time) on
May 1, 2003 (the "Termination Date").
Section 3. RESERVATION OF SHARES. The Company hereby agrees that at all
times there shall be reserved for issuance and delivery upon exercise of this
Warrant all shares of its Common Stock or other shares of capital stock of the
Company or other property from time to time issuable upon exercise of this
Warrant. All such shares shall be duly authorized and, when issued upon such
exercise in accordance with the terms of this Warrant, shall be validly issued,
fully paid and nonassessable, free and clear of all liens, security interests,
charges and other encumbrances or restrictions on sale (other than any
restrictions on sale pursuant to applicable federal and state securities laws)
and free and clear of all preemptive rights.
Section 4. FRACTIONAL SHARES. The Company shall not be required to issue
fractional shares of Common Stock on the exercise of this Warrant. If any
fraction of a share of Common Stock would, except for the provisions of this
Section 4, be issuable on the exercise of this Warrant (or specified portion
thereof), the Company shall pay an amount in cash calculated by it to be equal
to the then Current Market Value (as hereinafter defined) per share of Common
Stock multiplied by such fraction computed to the nearest whole cent. For the
purposes of any computation under this Warrant, the Current Market Value per
share of Common Stock or of any other equity security (herein collectively
referred to as a "security") at the date herein specified shall be:
(i) if the security is not registered under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), the "Current Market Value" per share of
the security shall be determined in good faith by the Board of Directors of the
Company, or
(ii) if the security is registered under the Exchange Act, the "Current
Market Value" per share of the security shall be deemed to be the average of the
daily market prices of the security for the 10 consecutive trading days
immediately preceding the day as of which Current Market Value is being
determined or, if the security has been registered under the Exchange Act for
less than 10 consecutive trading days before such date, then the average of the
daily market prices for all of the trading days before such date for which daily
market prices are available. The market price for each such trading day shall
be: (A) in the case of a security listed or admitted to trading on any
securities exchange, the closing price on the primary exchange on which the
Common Stock is then listed, on such day, or if no sale takes place on such day,
the average of the closing bid and asked prices on such day, (B) in the case of
a security not then listed or admitted to trading on any securities exchange,
the last reported sale price on such day, or if no sale takes place on such day,
the average of the closing bid and asked prices on such day, as reported by a
reputable quotation source designated by the Company, (C) in the case of a
security not then listed or admitted to trading on any securities exchange and
as to which no such reported sale price or bid and asked prices are available,
the average of the reported high bid and low asked prices on such day, as
reported by a reputable quotation service, or a newspaper of general circulation
in the Borough of Manhattan, City and State of New York, customarily published
on each business day, designated by the Company, or if there shall be no bid and
asked prices on such day, the average of the high bid and low asked prices, as
so reported, on the most recent day (not more than 10 days prior to the date in
question) for which prices have been so reported, and (D) if there are no bid
and asked prices reported during the 10 days prior to the date in question, the
Current Market Value of the security shall be determined as if the security were
not registered under the Exchange Act.
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Section 5. EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.
(a) 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 or warrant agent, if any, for other warrants of
different denomination, entitling the Holder thereof to purchase in the
aggregate the same number of Warrant Shares and otherwise carrying the same
rights as this Warrant.
(b) This Warrant may be divided or combined by the Holder with other
warrants that carry the same rights upon presentation hereof at the office of
the Company or at the office of its stock transfer agent or warrant 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 for which it may be exchanged.
(c) 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 shall
execute and deliver a new Warrant of like tenor and date.
Section 6. RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be
entitled to any rights of a stockholder in the Company, either at law or in
equity, and the rights of the Holder are limited to those expressed in this
Warrant.
Section 7. ANTI-DILUTION PROVISIONS.
(a) So long as this Warrant is outstanding, except as provided in paragraph
(b) of this Section 7, the Company shall not, without prior consent of the
Holder, issue or sell (i) any Common Stock (other than treasury stock) without
consideration or for a consideration per share less than its fair market value
determined immediately prior to its issuance, or (ii) issue or sell any warrant,
option, right, contract, call, or other security or instrument granting the
holder thereof the right to acquire Common Stock (other than treasury stock)
without consideration or for a consideration per share less than such Common
Stock's fair market value determined immediately prior to its issuance. For the
purpose of this Section 7, the Common Stock's fair market value shall be the
closing bid price for the Common Stock on the trading day before its issuance as
reported by Bloomberg LP.
(b) The provisions of paragraph (a) of this Section 7 shall not apply to
(i) Common Stock or options to acquire Common Stock issued to directors,
officers or employees of the Company pursuant to bona fide compensation plans or
awards, or (ii) to the sale of securities in an underwritten public offering in
which the underwriters have established the price at which the securities shall
be offered to the public.
Section 8. RECLASSIFICATION, REORGANIZATION, CONSOLIDATION OR MERGER. In
the event of any reclassification, capital reorganization or other change of
outstanding shares of Common Stock of the Company (other than a subdivision or
combination of the outstanding Common Stock, a change in the par value of the
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Common Stock or a transaction subject to Section 7) or in the event of any
consolidation or merger of the Company with or into another corporation (other
than a merger in which merger the Company is the continuing corporation and that
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 the event of any sale, lease, transfer or conveyance to
another corporation of the property and assets of the Company as an entirety or
substantially as an entirety, the Company shall, as a condition precedent to
such transaction, cause effective provisions to be made so that such other
corporation shall assume all of the obligations of the Company hereunder and 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
(including cash) receivable upon such reclassification, capital reorganization
and other change, consolidation, merger, sale, lease, transfer or conveyance by
a holder of the number of shares of Common Stock that might have been received
upon exercise of this Warrant immediately prior to such reclassification,
capital reorganization, change, consolidation, merger, sale, lease or
conveyance. Any such provision shall include provision for adjustments in
respect of such shares of stock and other securities and property that shall be
as nearly equivalent as may be practicable to the adjustments provided for in
this Warrant. The foregoing provisions of this Section 8 shall similarly apply
to successive reclassification, capital reorganizations and changes of shares of
Common Stock and to successive changes, consolidations, mergers, sales, leases,
transfers or conveyances. In the event that in connection with any such capital
reorganization, or reclassification, consolidation, merger, sale, lease,
transfer or conveyance, additional shares of Common Stock shall be issued in
exchange, conversion, substitution or payment, as a whole or in part, for, or
of, a security of the Company other than Common Stock, any such issue shall be
treated as an issue of Common Stock covered by the provisions of Section 7(a).
Section 9. TRANSFER TO COMPLY WITH THE SECURITIES ACT. Neither this
Warrant, nor any of the Warrant Shares, nor any interest therein, may be sold,
assigned, pledged, hypothecated, encumbered or in any other manner transferred
or disposed of, as a whole or in part, except in compliance with applicable
United States federal and state securities or Blue Sky laws and the terms and
conditions hereof. Each Warrant shall bear a legend in substantially the same
form as the legend set forth on the first page of this initial Warrant. Each
certificate for Warrant Shares issued upon exercise of this Warrant, unless at
the time of exercise such exercise is registered under the Securities Act of
1933, as amended (the "Securities Act"), shall bear a legend substantially in
the following form:
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH
OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
TO A TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.
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Any certificate for any Warrant Shares issued at any time in exchange or
substitution for any certificate for any Warrant Shares bearing such legend
(except a new certificate for any Warrant Shares issued after registration of
such Warrant Shares under the Securities Act) shall also bear such legend
unless, in the opinion of counsel for the Company, the Warrant Shares
represented thereby need no longer be subject to the restriction contained
herein. The provisions of this Section 9 shall be binding upon all subsequent
holders of certificates for Warrant Shares bearing the above legend and all
subsequent Holders of this Warrant, if any. Warrant Shares sold pursuant to a
Registration Statement under the Securities Act pursuant to Section 12, sold by
the holder thereof in compliance with Rule 904 of the Securities Act or sold by
the holder thereof in compliance with Rule 144 under the Securities Act shall
thereafter cease to be deemed to be "Warrant Shares" for all purposes of this
Warrant.
Section 10. LISTING ON SECURITIES EXCHANGES. On or before the Initial
Exercise Date, the Company shall list on each national securities exchange on
which any Common Stock may at any time be listed, subject to official notice of
issuance upon the exercise of this Warrant, all shares of Common Stock from time
to time issuable upon exercise of this Warrant and the Company shall maintain,
so long as any other shares of its Common Stock shall be so listed, all shares
of Common Stock from time to time issuable upon the exercise of this Warrant;
and the Company shall so list on each national securities exchange, and shall
maintain such listing of, any other shares of capital stock of the Company
issuable upon the exercise of this Warrant if and so long as any shares of
capital stock of the same class shall be listed on such national securities
exchange by the Company. Any such listing shall be at the Company's expense.
Section 11. AVAILABILITY OF INFORMATION. The Company shall comply with the
reporting requirements of Sections 13 and 15(d) of the Exchange Act to the
extent it is required to do so under the Exchange Act, and shall likewise comply
with all other applicable public information reporting requirements of the
Securities and Exchange Commission (including those required to make available
the benefits of Rule 144 under the Securities Act) to which it may from time to
time be subject. The Company shall also cooperate with the holder of this
Warrant and the holder of any Warrant Shares in supplying such information as
may be necessary for such holder to complete and file any information reporting
forms currently or hereafter required by the Commission as a condition to the
availability of Rule 144 or any successor rule under the Securities Act for the
sale of this Warrant or the Warrant Shares. The provisions of this Section 11
shall survive termination of this Warrant, whether upon exercise of this Warrant
in full or otherwise. The Company shall also provide to holders of this Warrant
the same information that it provides to holders of its Common Stock.
Section 12. REGISTRATION RIGHTS. Registration rights with respect to this
Warrant and the Warrant Shares shall be governed by the Registration Rights
Agreement, dated as of the date hereof, by and between the Company and the
Holder.
Section 13. SUCCESSORS AND ASSIGNS. All the provisions of this Warrant by
or for the benefit of the Company or the Holder shall bind and inure to the
benefit of their respective successors, assigns, heirs and personal
representatives.
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Section 14. HEADINGS. The headings of sections of this Warrant have been
inserted for convenience of reference only, are not to be considered a part
hereof and shall in no way modify or restrict any of the terms or provisions
hereof.
Section 15. AMENDMENTS. This Warrant may not be amended except by the
written consent of the Company and the Holder.
Section 16. NOTICES. Unless otherwise provided in this Warrant, all
notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (i) personally served, (ii) deposited in the mail,
registered or certified, return receipt requested, postage prepaid, (iii)
delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such party shall have specified most recently
by written notice. Any notice or other communication required or permitted to be
given hereunder shall be deemed effective (a) upon hand delivery or delivery by
facsimile, with accurate confirmation generated by the transmitting facsimile
machine, 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 reputable
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:
IF TO THE HOLDER: IF TO THE COMPANY:
Thomson Kernaghan & Co. Limited Wavetech International, Inc.
365 Bay Street, Tenth Floor 5210 East Williams Circle, Suite 200
Toronto, Ontario M5H 2V2, Canada Tucson, Arizona 85711
Attention: Michelle McKinnon Attention: Gerald I. Quinn, President
Facsimile No. (284) 494-4771 Facsimile No. (520) 750-9194
Either party hereto may from time to time change its address or facsimile number
for notices under this Section 11.1 by giving at least ten (10) days' prior
written notice of such changed address or facsimile number to the other party
hereto.
Section 17. CHOICE OF LAW; VENUE; JURISDICTION. This Warrant and the other
Transaction Documents defined in the Agreement shall be construed and enforced
in accordance with the laws of the State of Arizona, except for (i) matters
arising under the federal securities laws, which shall be construed and enforced
in accordance with those laws, (ii) matters relating to the Company's
organization, which shall be governed by the laws of the jurisdictions of its
incorporation, and (iii) if any provision of this Agreement or any other
Transaction Document is unenforceable under Arizona law but is enforceable under
the laws of the State of New York, then New York law shall govern the
construction and enforcement of that provision. Any controversy or claim arising
out of or relating to this Agreement or any other Transaction Document (whether
in contract or tort, or both, or at law or in equity) shall be determined by
binding arbitration in the Borough of Manhattan, City of New York, in accordance
with the Commercial Arbitration Rules (the "Rules") of the American Bar
Association, before a panel of three arbitrators, one appointed by each of the
Investor and the Company, and the third chosen by the two so appointed. If the
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two arbitrators chosen by the parties cannot agree on a third, then the third
shall be selected in accordance with the Rules. The prevailing party in any
arbitration proceeding shall be awarded reasonable attorneys fees and costs of
the proceeding. The arbitration award shall be final, and may be entered in any
court having jurisdiction. Nothing in this paragraph shall preclude either party
from applying to a court for temporary equitable relief, when appropriate,
pending and subject to such temporary orders and permanent award as the
arbitrator or arbitrators may make. The parties hereby consent to the exclusive
jurisdiction of the United States District Court for the Southern District of
New York for that purpose.
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed, as of the day and year first above written.
WAVETECH INTERNATIONAL, INC.
By /s/ Gerald I. Quinn
--------------------------------------
Gerald I. Quinn, President
Date Signed May 1, 2000
-----------------------------
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PURCHASE FORM
To: Wavetech International, Inc.:
The undersigned irrevocably exercises the Warrant for the purchase of
____________________ shares (subject to adjustment) of Common Stock of Wavetech
International, Inc. (the "Company"): for the Warrant and herewith makes payment
of $____________________ (the "Exercise Price") through the following method:
such payment of the Exercise Price being in cash or by certified or
official bank check payable to the order of The Company .
or
By a "cashless exercise," with payment of the Exercise Price made by
surrendering of such additional part of the Warrant having an aggregate
Spread (as such term is defined in the Warrant) equal to the aggregate
Exercise Price,
all at the Exercise Price and on the terms and conditions specified in the
within the Warrant Agreement therein referred to, surrenders the Warrant and all
right, title and interest therein to The Company Corp. and directs (subject to
Section 9 of the Warrant Agreement) that the shares of Common Stock deliverable
upon the exercise of such Warrant be registered or placed in the name and at the
address specified below and delivered thereto..
Date: ________________, _______
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(Signature of Owner)(1)
----------------------------------------
(Street Address)
----------------------------------------
(City) (State) (Zip Code)
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(1) The signature must correspond with the name as written upon the face of the
within Warrant in every particular, without alteration or enlargement or
any change whatever.
Securities and/or check to be issued to:
Please insert social security or identifying number:
Name:
Street Address:
City, State and Zip Code:
Any unexercised part of the Warrant evidenced by the within Warrant to be issued
to:
Please insert social security or identifying number:
Name:
Street Address:
City, State and Zip Code:
FORM OF ASSIGNMENT
FOR VALUE RECEIVED the undersigned registered holder of the within Warrant
hereby sells, assigns, and transfers unto the Assignee(s) named below (including
the undersigned with respect to any part of the Warrant not being assigned
hereby) all of the right of the undersigned under the within Warrant, with
respect to the number of shares of Common Stock set forth below:
Social Security or Number of Shares of
Other Identifying Common Stock
Name of Assignee Address of Assignee Number of Assignee Assigned to Assignee
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- ---------------- ------------------- ------------------ --------------------
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and does hereby irrevocably constitute and appoint ______________________ as the
undersigned's attorney to make such transfer on the books of
______________________ Wavetech International, Inc. maintained for that purpose,
with full power of substitution in the premises.
Date: ______________, ____
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(Signature of Owner)(1)
----------------------------------------
(Street Address)
----------------------------------------
(City) (State) (Zip Code)
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(1) The signature must correspond with the name as written upon the face of the
within Warrant in every particular, without alteration or enlargement or
any change whatever.