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Exhibit 10.9
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED. THE SECURITIES UNDERLYING THIS WARRANT MAY NOT BE SOLD,
PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS SUCH
SALE, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION SHALL HAVE
BEEN REGISTERED UNDER SAID ACT AND IN COMPLIANCE WITH ANY APPLICABLE
STATE SECURITIES LAWS OR UNTIL THE COMPANY SHALL HAVE RECEIVED A LEGAL
OPINION SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY, THAT SUCH
SECURITIES MAY BE LEGALLY SOLD OR OTHERWISE TRANSFERRED WITHOUT SUCH
REGISTRATION AND COMPLIANCE.
WARRANT
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To Purchase 6,508.866 Shares
of Common Stock, par value $.001, of
CONLEY, CANITANO & ASSOC., INC.
April 3, 1998
THIS IS TO CERTIFY that, for value received, Anthony Kelly ("Holder"),
is entitled to purchase, subject to the provisions of this Warrant, from Conley,
Canitano & Assoc., Inc., an Ohio corporation (the "Company") at any time on or
after the Exercise Date of this Warrant, [insert number] of shares of Common
Stock (the "Underlying Warrant Shares") at an Exercise Price of $.001 per share
and to exercise the other rights, powers and privileges hereinafter provided,
all on the terms and subject to the conditions hereinafter set forth.
Pursuant to the terms of the Stock Purchase Agreement, dated as of
April 3, 1998, (the "Purchase Agreement"), by and among the Company, Kelly-Levey
& Associates, Inc., a Kentucky corporation ("KLA") and certain of the principal
shareholders of KLA, the Company purchased all of the outstanding common shares
of KLA. As contemplated by the Purchase Agreement, this Warrant is one of three
Warrants (the "Warrants") of the same form and having the same terms as this
Warrant issued to the former three principal shareholders of KLA, entitling the
holders thereof (the "Holders") to purchase up to an aggregate of 26,000 shares
of Common Stock
1. DEFINITIONS. The terms defined in this Section 1 shall have the
following respective meanings:
"COMMON STOCK" shall mean the common stock, par value $.001, of the
Company.
"COMPANY" shall mean Conley, Canitano & Assoc., Inc., an Ohio
corporation.
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"CORPORATION" shall include an association, partnership, joint stock
company, business trust or other similar organization.
"EXERCISE DATE" shall mean the two year anniversary of the Closing (as
that term is defined in the Purchase Agreement).
"EXERCISE PRICE" shall mean $.001 per share of Common Stock.
"HOLDER" shall have the meaning set forth in the preamble hereto.
"HOLDERS" shall have the meaning set forth in the preamble hereto.
"NEW WARRANT" shall have the meaning set forth in Section 3(b) hereof.
"NOTICE OF EXERCISE" shall mean the form of Notice of Exercise
appearing at the end of this Warrant.
"SECURITIES ACT" shall mean the Securities Act of 1933, as amended.
"UNDERLYING WARRANT SHARES" shall mean the shares of Common Stock
issued or issuable, as the case may be, upon exercise of this Warrant,
including, without limitation, any shares of Common Stock issuable with respect
thereto by way of stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation, other
reorganization or otherwise.
"WARRANT" shall mean this Warrant.
"WARRANTS" shall have the meaning set forth in the preamble hereto.
2. Exercise of Warrant.
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(a) RIGHT TO EXERCISE WARRANT AT EXERCISE DATE. On or any time
after the Exercise Date, Holder shall have the right, at its option, to exercise
this Warrant in whole. Except as provided in Section 3(b), no partial exercise
of the Warrant is permitted.
(b) RIGHT TO EXERCISE WARRANT IF INITIAL PUBLIC OFFERING.
Holder shall have the right, at its option, to exercise this Warrant in whole
before the Exercise Date if at any time before the Exercise Date the Company
consummates the Company's first underwritten offering to the public pursuant to
an effective registration statement under the Securities Act provided that (i)
such registration statement covers the offer and sale of Common Stock of which
the aggregate net proceeds attributable to sales for the account of the Company
exceed $35,000,000, at a price per share equal to at least $110.00 (as
appropriately adjusted for any stock split, combination, reorganization,
recapitalization, stock dividend, or similar event) and (ii) such Common Stock
is listed for trading on the New York Stock Exchange, Inc., the American Stock
Exchange or the Nasdaq National Market (an "Initial Public Offering").
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(c) MANNER OF EXERCISE OF WARRANT. This Warrant may be
exercised five days after written notice to the Company of Holder's intent to
exercise, by presentation and surrender hereof to the Company and payment of the
Exercise Price for the Underlying Warrant Shares. Upon receipt by the Company of
this Warrant at the office of Company, in proper form for exercise, accompanied
by (i) payment of the Exercise Price (which may be in the form of a check),
along with the completed and signed Warrant Exercise Form attached hereto or
(ii) consistent with applicable law, through the surrender of rights by Holder
of a sufficient number of the Underlying Warrant Shares to pay the Exercise
Price, along with the completed and signed Cashless Exercise Form attached
hereto. The Company shall issue and send by hand delivery, by courier or by
first class mail (postage prepaid) to the Holder, at the address designated by
Holder, a certificate or certificates for the number of shares of Common Stock
to which Holder is entitled upon exercise of the Warrant.
3. Put Right.
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(a) PUT RIGHT. Notwithstanding Section 2, Holder shall have
the option, exercisable by it on or any time after the Exercise Date if the
Company has not consummated an Initial Public Offering on or before the Exercise
Date, to require the Company to purchase, and in such case the Company shall
purchase, the Underlying Warrant Shares for $76.93 per share (the "Put Price").
(b) PURCHASE PURSUANT TO PUT RIGHT. Holder may exercise its
right to require the Company to purchase the Underlying Warrant Shares by
written notice to the Company and presentation and surrender of the Warrant. The
Company shall purchase the Underlying Warrant Shares and pay Holder in the
following manner:
(i) Up to 25% of the Put Price would be payable
within ten (10) days after the Company receives Holder's
notice that Holder is requiring the Company to purchase the
Underlying Warrant Shares. The number of shares of Common
Stock represented by this Warrant will be decreased
proportionately and the Company will execute and deliver to
the Holder of this Warrant a new Warrant (the "New Warrant")
conveying the right to purchase that reduced number of shares
of Common Stock. The New Warrant would contain the same terms
as those set forth herein.
(ii) The New Warrant, or the Warrant if applicable,
would be subject to the Put Right, at the option of the
Holder, into the remaining balance of the Put Price at any
time after the first anniversary of the Exercise Date.
(c) EXPIRATION OF PUT RIGHT. The right of Holder put the
Underlying Warrant Shares to the Company set forth in Section 3(a) shall expire
at the consummation of an Initial Public Offering.
4. FRACTIONAL SHARES. Notwithstanding any other provision of this
Warrant, the Company shall not be obligated to issue fractional shares of Common
Stock upon exercise of this
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Warrant. Instead of fractional shares of Common Stock that would otherwise be
issuable to the Holder, the Company may pay cash to the Holder.
5. RESERVATION OF SHARES; STOCK FULLY PAID. The Company represents,
warrants, and agrees that there currently is and at all time there shall be
authorized and reserved for issuance upon exercise of the Warrants such number
of shares of Common Stock as shall be required for issuance or delivery upon
exercise hereof; and that all shares of Common Stock issuable upon exercise of
the Warrants will, upon issuance, be duly and validly issued, fully paid, and
non-assessable.
6. Antidilution Provisions.
------------------------
(a) STOCK DIVIDENDS, SUBDIVISIONS AND COMBINATIONS. If the
Company at any time and from time to time subsequent to the date hereof: (i)
declares a dividend upon, or makes any distribution in respect of, any of its
stock, payable in shares of Common Stock or (ii) subdivides its outstanding
shares of Common Stock into a larger number of shares of Common Stock, or (iii)
combines its outstanding shares of Common Stock into a smaller number of shares
of Common Stock, then the number of shares of Common Stock purchasable hereunder
shall immediately be increased or decreased, proportionally.
(b) RECLASSIFICATIONS, REORGANIZATIONS, CONSOLIDATIONS OR
MERGERS. If any capital reorganization or reclassification of the capital stock
of the Company, or consolidation or merger of the Company with another
corporation, or sale of all or substantially all of the Company's assets to
another corporation shall be effected in such a way that holders of Common Stock
shall be entitled to receive securities, cash or other assets with respect to or
in exchange for such Common Stock, then the Holder shall thereafter only have
the right to exercise this Warrant and receive the securities (including shares
of Common Stock if such would not have been extinguished), cash or other assets
that it would have received if it had exercised this Warrant for shares of
Common Stock immediately prior to such event.
(c) NOTICE OF ADJUSTMENT. Within ten (10) days of any
adjustment of the number of shares of Common Stock issuable upon the exercise of
this Warrant, the Company shall send to the Holder written notice of such
adjustment and the corresponding increase or decrease, as the case may be, in
the number of shares issuable upon exercise of this Warrant. The notice shall
set forth in reasonable detail the method of calculation and the facts upon
which such calculation is based, all of which shall be certified as true and
correct by the treasurer of the Company.
7. Registration.
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(a) RIGHT TO INCLUDE UNDERLYING WARRANT SHARES. If at any time
or times after the date hereof the Company shall seek to file a registration
statement under the Securities Act in connection with a public offering of
securities by the Company, a public offering of securities by shareholders of
the Company or both, the Company will give prompt written notice thereof to
Holders at least thirty (30) days prior to the anticipated initial filing date
of such registration statement. Upon the written request of Holder given to
Company within ten (10) days after the
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receipt of any such notice from the Company, the Company will use its reasonable
best efforts to effect the registration under the Securities Act of the
Underlying Warrant Shares which the Company has been so requested to register by
the Holder thereof, so that the Underlying Warrant Shares are entitled to the
same registration rights as all other shares of Common Stock to be registered
under the Securities Act by the Company. The provisions of this Section will not
apply to Underlying Warrant Shares that are freely tradable pursuant to Rule
144(k) under the Securities Act (or any successor provision thereto) as
evidenced by an opinion of counsel to the Company addressed to the Holder
thereof which opinion is reasonably satisfactory to counsel to the Holder or a
registration effected solely to implement (i) an employee benefit plan, or (ii)
a transaction to which Rule 145 or any similar rule of the Securities and
Exchange Commission (the "SEC") under the Securities Act is applicable. The
Company may withdraw any registration initiated by the Company pursuant to this
Section 7(a) at any time before it becomes effective, or postpone such offering
without obligation or liability to the Holders.
(b) PRIORITY IN REGISTRATION. If a registration pursuant to
this Section 7 involves an underwritten offering and the managing underwriter or
underwriters in good faith advises the Company that, in its opinion, the number
of securities which the Company, the Holders and any other parties intend to
include in such registration exceeds the largest number of securities which can
be sold in such offering without having an adverse effect on such offering
(including the price at which such securities can be sold), then the Company
will include in such registration (i) first, if the registration was initiated
by parties to whom the Company has granted registration rights, other than the
Holders ("Other Holders") exercising demand registration rights, 100% of the
securities such Other Holders propose to sell (except to the extent the terms of
such Other Holders' registration rights provide otherwise); (ii) second, 100% of
the securities the Company proposes to sell for its own account; (iii) third, to
the extent that the number of securities which such Other Holders exercising
demand registration rights and the Company propose to sell is less than the
number of securities which the Company has been advised can be sold in such
offering without having the adverse effect referred to above, such number of
Registerable Securities which the Investor Holders have requested to be included
in such registration pursuant to incidental or "piggyback" registration rights
granted to Investor Holders pursuant to Section 7 of the Stock Purchase and
Shareholders' Agreement, dated as of October 15, 1997, by and among the Company,
certain of the principal shareholders of the Company and certain Investors (the
"Investor Purchase Agreement"), which, in the opinion of such managing
underwriter or underwriters, can be sold without having the adverse effect
referred to above; and (iv) fourth, to the extent that the number of securities
which such Other Holders exercising demand registration rights, Investor Holders
exercising incidental or "piggyback" registration rights, and the Company
propose to sell is less than the number of securities which the Company has been
advised can be sold in such offering without having the adverse effect referred
to above, such number of Underlying Warrant Shares which the Holders have
requested to be included in such registration and such number of securities
which Other Holders have requested to be included in such registration, in each
case pursuant to Section 7(a) hereof or other "piggyback" or incidental
registration rights and which, in the opinion of such managing underwriter or
underwriters, can be sold without having the adverse effect referred to above,
such number of Underlying Warrant Shares and securities to be included on a pro
rata basis among all requesting Holders and Other Holders on the basis of the
relative number of shares of Common Stock beneficially owned (as such term is
used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the
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"Exchange Act")) by such Holders and Other Holders; provided that if the number
of Underlying Warrant Shares requested to be included in such registration by
the Holders pursuant to Section 7(a) hereof and permitted to be included in such
registration by the Holders pursuant to this Section 7(b) exceeds the number
which the Company has been advised can be sold in such offering without having
the adverse effect referred to above, the number of such Underlying Warrant
Shares to be included in such registration by the Holders shall be allocated pro
rata among such Holders on the basis of the relative number of Underlying
Warrant Shares each such Holder has requested to be included in such
registration. For the purposes of this Section 7(b), "Investor Holders" shall
have the same meaning as assigned to the term "Investor" in the Investor
Purchase Agreement, and the term "Registerable Securities" shall have the same
meaning as assigned to such term in the Investor Purchase Agreement.
8. FURTHER OBLIGATIONS OF THE COMPANY UPON REGISTRATION. Whenever the
Company is required hereunder to register any Underlying Warrant Shares, it
agrees that it shall also do the following:
(a) Pay all expenses of the Company for such registrations and
offerings (exclusive of underwriting discounts and commissions);
(b) Furnish to each selling Holder such copies of each
preliminary and final prospectus and such other documents as such Holder may
reasonably request to facilitate the public offering of its Underlying Warrant
Shares;
(c) Use its best efforts (with due regard to management of the
ongoing business of the Company and the allocation of managerial resources) to
register or qualify the securities covered by said registration statement under
the securities or "blue sky" laws of such jurisdictions as any selling Holder
may reasonably request, provided that the Company shall not be required to
register or qualify the securities in any jurisdictions which require it to
qualify to do business therein;
(d) Immediately notify each selling Holder, at any time when a
prospectus relating to his or her Underlying Warrant Shares is required to be
delivered under the Securities Act, of the happening of any event as a result of
which such prospectus contains an untrue statement of a material fact or omits
any material fact necessary to make the statements therein not misleading, and,
at the request of any such selling Holder, prepare a supplement or amendment to
such prospectus so that, as thereafter delivered to the purchasers of such
Underlying Warrant Shares, such prospectus will not contain any untrue statement
of a material fact or omit to state any material fact necessary to make the
statements therein not misleading;
(e) Cause all such Underlying Warrant Shares to be listed on
each securities exchange or quotation system on which similar securities issued
by the Company are then listed or quoted;
(f) Otherwise use its best efforts to comply with the
securities laws of the United States and other applicable jurisdictions and all
applicable rules and regulations of the
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SEC and comparable governmental agencies in other applicable jurisdictions and
make generally available to its holders, in each case as soon as practicable,
but not later than 45 days after the close of the period covered thereby, an
earnings statement of the Company which will satisfy the provisions of Section
11(a) of the Securities Act; and
9. OBLIGATIONS OF THE HOLDER UPON REGISTRATION. Whenever the Company is
required hereunder to register any Underlying Warrant Shares, Holder agrees that
it shall do the following:
(a) Enter into any reasonable underwriting agreement required
by the proposed underwriter, if any, in such form and containing such terms as
are customary; provided, however, that no Holder shall be required to make any
representations or warranties other than with respect to its title to the
Underlying Warrant Shares and any written information provided by the Holder to
the Company, and if the underwriter requires that representations or warranties
be made and that indemnification be provided, the Company shall make all such
representations and warranties and provide all such indemnities, including,
without limitation, in respect of the Company's business, operations and
financial information and the disclosures relating thereto in the prospectus;
and
(b) Otherwise cooperate with the underwriter or underwriters,
the SEC and other regulatory agencies and take all actions and execute and
deliver or cause to be executed and delivered all documents necessary to effect
the registration of any securities under Section 7.
10. Indemnification.
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(a) INDEMNIFICATION BY THE COMPANY. The Company agrees to
indemnify, to the full extent permitted by law, and hold harmless each Holder
from and against all losses, claims, damages, liabilities and expenses
(including reasonable attorneys' fees) arising out of or based upon any untrue
or alleged untrue statement of material fact contained in any registration
statement, any amendment or supplement thereto, any prospectus 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, except
insofar as the same arise out of or are based upon any such untrue statement or
omission based upon information with respect to such Holder furnished in writing
to the Company by or on behalf of such Holder expressly for use therein.
(b) INDEMNIFICATION BY HOLDERS. Each Holder will furnish to
the Company in writing such information with respect to the name and address of
such Holder and such other information as may be reasonably required for use in
connection with any such registration statement or prospectus and agrees to
indemnify, to the full extent permitted by law, the Company, its directors,
officers, employees, agents and trustees and each person who controls the
Company (within the meaning of either Section 15 of the Act or Section 20 of the
Exchange Act) against any losses, claims, damages, liabilities and expenses
arising out of or based upon any untrue statement of material fact or any
omission of a material fact required to be stated in the registration statement
or prospectus or any amendment thereof or supplement thereto or necessary to
make the statements therein not misleading, to the extent, but only to the
extent, that
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such untrue or alleged untrue statement is contained in or such omission or
alleged omission relates to any information with respect to such Holder so
furnished in writing or the accuracy of which was confirmed in writing by such
Holder specifically for inclusion in any prospectus or registration statement.
(c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. Any person
entitled to indemnification agrees to give prompt written notice to the
indemnifying party after the receipt by such person of any written notice of the
commencement of any action, suit, proceeding or investigation or threat thereof
made in writing for which such person will claim indemnification or contribution
and, unless in the judgment of counsel of such indemnified party a conflict of
interest may exist between such indemnified party and the indemnifying party
with respect to such claim, permit the indemnifying party to assume the defense
of such claim. Whether or not such defense is assumed by the indemnifying party,
the indemnifying party will not be subject to any liability for any settlement
made without its consent (but such consent will not be unreasonably withheld).
No indemnifying party will consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such indemnified party of a release from all
liability in respect of such claim or litigation. If the indemnifying party is
not entitled to, or elects not to, assume the defense of a claim, it will not be
obligated to pay the fees and expenses of more than one counsel with respect to
such claim, unless the judgment of any indemnified party a conflict of interest
may exist between such indemnified party and any other such indemnified parties
with respect to such claim, in which event the indemnifying party shall be
obligated to pay the fees and expenses of such additional counsel or counsels.
For the purpose of this Section 10, the term "conflict of interest" shall mean
that there are one or more legal defenses available to the indemnified party
that are different from or additional to those available to the indemnifying
party or such other indemnified parties, as applicable, such different or
additional defenses make joint representation inappropriate.
(d) CONTRIBUTION. If the indemnification from the indemnifying
party provided for in this Section 10 is unavailable or insufficient to hold
harmless an indemnified party hereunder in respect of any losses, claims,
damages, liabilities or expenses referred to herein, then the indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities or expenses in such proportion as is appropriate to
reflect the relative fault of the indemnifying party or parties, on the one
hand, and the indemnified party or parties, on the other hand, in connection
with the actions which resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable considerations. The relative
fault of such indemnifying party or parties and indemnified parties shall be
determined by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact, has been
made by, or relates to information supplied by, such indemnifying party as a
result of the losses, claims, damages, liabilities and expenses referred to
above shall be deemed to include, subject to the limitations set forth in
Section 10(c), any reasonable legal or other fees or expenses reasonably
incurred by such party in connection with any investigation or proceeding.
11. LEGEND ON CERTIFICATES. Each certificate for Underlying Warrant
Shares issued upon exercise of this Warrant, unless at the time of exercise such
shares are registered under the Securities Act, shall bear the following legend:
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"This security has not been registered under the Securities
Act of 1933, as amended, and may not be sold, pledged, hypothecated,
transferred or otherwise disposed of unless subsequently registered
under said Act or unless an exemption from such registration is
available. This security may not be sold, pledged, hypothecated,
transferred or otherwise disposed of unless such sale, pledge,
hypothecation, transfer or other disposition shall have been registered
under said Act and in compliance with any applicable state securities
laws or until the Company shall have received a legal opinion
satisfactory in form and substance to the Company, that such security
may be legally sold or otherwise transferred without such registration
and compliance."
Any certificate for shares issued at any time in exchange or
substitution for any certificate bearing such legend (except a new certificate
issued upon completion of a public distribution pursuant to a registration
statement under the Securities Act) shall also bear such legend unless, in the
opinion of counsel selected by the holder of such legended certificate (who may
be an employee of such holder) and reasonably acceptable to the Company, or
based on a letter from the staff of the Securities and Exchange Commission, the
securities represented thereby need no longer be subject to restrictions on
resale under the Securities Act.
12. EXPIRATION. This Warrant and the rights of the Holder under this
Warrant will expire on the ten year anniversary of the Closing.
13. EXERCISE IN COMPLIANCE WITH SECURITIES LAWS. The Warrant issued
hereunder shall not be exercisable if such exercise would involve a violation of
any applicable federal or state securities law, and the Company hereby agrees to
use its best efforts to cooperate with each Holder so as to comply promptly with
such securities laws at the time any exercise is requested. The Warrant issued
hereunder shall not be exercisable unless under such laws at the time of
exercise the Underlying Warrant Shares or other securities purchasable under the
Warrant are exempt, are the subject matter of an exempt transaction, or are
registered in accordance with such laws.
14. ASSIGNMENT OR TRANSFER OF WARRANT This Warrant and the rights of
the Holder under this Warrant may not be assigned or transferred, except if by
will or as provided in the laws of descent and distribution.
15. LOSS OF WARRANT. If this Warrant is lost or destroyed, the Company
shall, without charge, execute and deliver a new Warrant, with terms as set
forth herein, in the name of Holder upon receipt of a reasonably satisfactory
affidavit of loss and indemnity agreement, and this Warrant shall promptly be
canceled.
16. RIGHTS OF HOLDER. Holder shall not, by virtue hereof, be entitled
to any rights of a shareholder in the Company, either at law or in equity, and
the rights of Holder are limited to those expressed in this Warrant.
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17. NOTICES. All notices, payments, requests, demands, and other
communications required or permitted under this Warrant shall be made in
accordance with the provisions of the Purchase Agreement.
18. GOVERNING LAW. This Warrant shall be construed and enforced in
accordance with and governed by the laws of the State of Ohio.
19. FURTHER ASSURANCES. The parties agree to execute, acknowledge, and
deliver any and all such other documents and to take any and all such other
actions as they may, in the reasonable opinion of the Company or Holder, be
necessary or convenient to more efficiently carry out any and all of the
purposes of this Warrant.
20. SEVERABILITY. Any provision of this Warrant that shall be
prohibited by law or otherwise held invalid shall be ineffective only to the
extent of such prohibition or invalidity and shall not invalidate or otherwise
render ineffective any or all of the remaining provisions of this Warrant.
[Signatures on Following Page]
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IN WITNESS WHEREOF, CONLEY, CANITANO & ASSOC., INC. has caused this
Warrant to be executed as an instrument under seal as of the date first above
written.
CONLEY, CANITANO & ASSOC., INC.
By:
-----------------------------------
Name:
Title:
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FORM OF NOTICE OF EXERCISE
--------------------------
(To be executed only upon full exercise
of the within Warrant)
The undersigned registered Holder of the within Warrant irrevocably
exercises the within Warrant for and purchases _______ shares of Common Stock of
CONLEY, CANITANO & ASSOC., INC. and herewith makes payment therefor in the
amount of $.001 per share, all at the price and on the terms and conditions
specified in the within Warrant, and requests that a certificate (or ____
certificates in denominations of ______ shares) for such shares hereby purchased
be issued in the name of and delivered to (choose one) (a) the undersigned or
(b) _____________, whose address is ___________________________ .
Dated: _______________ __, ________.
[ ]
By
--------------------------------
Anthony Kelly
NOTICE: The signature on this Notice of Exercise 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. The within Warrant shall not be exercisable
if such exercise would involve a violation of any applicable
federal or state securities laws.
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FORM OF CASHLESS EXERCISE
-------------------------
(To be executed only upon full exercise
of the within Warrant)
The undersigned registered Holder of the within Warrant irrevocably
exercises the within Warrant for and purchases _______ shares of Common Stock of
CONLEY, CANITANO & ASSOC., INC. and herewith surrenders its rights with respect
to that number of shares required to pay the Exercise Price, all on the terms
and conditions specified in the within Warrant, and requests that a certificate
(or ____ certificates in denominations of ______ shares) for such shares hereby
purchased be issued in the name of and delivered to (choose one) (a) the
undersigned or (b) _____________, whose address is ___________________________ .
Dated: _______________ __, ________.
[ ]
By
---------------------------------
Anthony Kelly
NOTICE: The signature on this Form of Cashless Exercise 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. The within Warrant shall
not be exercisable if such exercise would involve a violation
of any applicable federal or state securities laws.
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FORM OF NOTICE OF MANDATORY PUT
-------------------------------
(To be executed only upon Company's purchase of
of the Underlying Warrant Shares)
The undersigned registered Holder of the within Warrant irrevocably
requires that CONLEY, CANITANO & ASSOC., INC. purchase __ shares of Common Stock
and herewith makes payment therefor in the amount of $______, on the terms and
conditions specified in the within Warrant, and requests that a New Warrant
representing ____ shares hereby be issued in the name of and delivered to the
undersigned.
Dated: _______________ __, ________.
[ ]
By
---------------------------------
Anthony Kelly
NOTICE: The signature on this Notice of Mandatory Put 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. The within Warrant shall not be exercisable
if such exercise would involve a violation of any applicable
federal or state securities laws.