EXHIBIT 10.12
THE WARRANT EVIDENCED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK
PURCHASABLE UPON EXERCISE OF THE WARRANT ARE SUBJECT TO A SECOND AMENDED AND
RESTATED STOCKHOLDERS AGREEMENT DATED AS OF NOVEMBER 7, 1996, REGISTRATION
RIGHTS AGREEMENT DATED AS OF JUNE 1, 1997, AND A SUBSCRIPTION AGREEMENT DATED
MARCH 3, 1997 COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE
COMPANY AND WILL BE FURNISHED TO THE HOLDER ON REQUEST TO THE SECRETARY OF
THE COMPANY. SUCH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, REGISTRATION
RIGHTS AGREEMENT AND SUBSCRIPTION AGREEMENT PROVIDE, AMONG OTHER THINGS, FOR
CERTAIN RESTRICTIONS ON VOTING, SALE, TRANSFER, PLEDGE, HYPOTHECATION OR
OTHER DISPOSITION OF THE WARRANT EVIDENCED BY THIS CERTIFICATE AND THE SHARES
OF COMMON STOCK PURCHASABLE UPON EXERCISE OF THE WARRANT AND THAT SUCH SHARES
OF COMMON STOCK ARE SUBJECT TO PURCHASE BY THE COMPANY AS WELL AS CERTAIN
OTHER PERSONS UPON THE OCCURRENCE OF CERTAIN EVENTS. ANY EVIDENCE, SALE,
ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY THIS
CERTIFICATE TO PERSONS OTHER THAN IN ACCORDANCE WITH SUCH SECOND AMENDED AND
RESTATED STOCKHOLDERS AGREEMENT, REGISTRATION RIGHTS AGREEMENT AND
SUBSCRIPTION AGREEMENT SHALL BE NULL AND VOID.
THE WARRANT EVIDENCED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK
PURCHASABLE UPON EXERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED PURSUANT TO
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES
LAW, AND SUCH WARRANT AND SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED AND QUALIFIED IN
ACCORDANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR IN THE
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SUCH REGISTRATION
AND QUALIFICATION ARE NOT REQUIRED.
No. _____ Warrant to Purchase
_____ Shares Dated
as of March 3, 1997
WARRANT
To Purchase Common Stock of
INTERNATIONAL LOGISTICS LIMITED
Purchase Price of Common Stock: Purchase price per share
as set forth below.
THIS WARRANT CERTIFIES that, for value received, ____________________ or
registered assigns is entitled, prior to the close of business on the
Expiration Date (defined below), to purchase _____ shares of Common Stock in
International Logistics Limited, a Delaware corporation (the "COMPANY"), at a
purchase
price per share equal to $__________ (the "WARRANT PURCHASE PRICE") upon
surrender of this Warrant at the principal office of the Company, and payment
of such purchase price in cash, by bank cashier's or certified check or by a
cashless exercise as set forth in SECTION 2.B.2. below.
This Warrant is issued by the Company in connection with the execution
of the Employment Agreement (as defined herein). The terms and conditions of
the Warrant are set forth herein. Any capitalized terms used herein and not
defined herein shall have the meanings set forth in the Stockholders
Agreement (as defined herein).
SECTION 1
DEFINITIONS
"BUSINESS DAY" means any day other than a Saturday, a Sunday, or any day
on which commercial banks in the city of Chicago, Illinois are authorized or
required by law to close.
"COMMON STOCK" means the Common Stock of the Company, $.001 par value
per share, authorized on the date of the original issue of this Warrant and
shall also include any capital stock of any class of the Company then or
thereafter authorized which shall not be limited to a fixed sum or percentage
of par value in respect of the rights of the holders thereof to participate
in dividends and in the distribution of assets upon the voluntary or
involuntary liquidation, dissolution or winding-up of the Company, and shall
also include, in case of any reorganization, reclassification, consolidation,
merger or sale of assets of the character referred to in SECTION 5 hereof,
the stock, securities or assets provided for in such Section; PROVIDED that
the shares purchasable pursuant to this Warrant shall include only shares of
such class.
"EMPLOYMENT AGREEMENT" means the Employment Agreement dated as of March
3, 1997, as amended, by and between the Company and ____________________.
"EXPIRATION DATE" means March 3, 2007.
"FAIR MARKET VALUE" shall mean the fair market value of the Company's
Common Stock (or other securities if in the context of untraded securities
distributed in connection with a Qualified Sale) as determined on a
fully-distributed basis without regard to liquidity or size relative to the
number of shares outstanding; PROVIDED that such valuation (x) be performed
by a nationally recognized investment banking, valuation or appraisal
- 2 -
firm paid for by the Company and (y) shall ascribe value to warrants as the
amount, if any, by which the value of the Common Stock underlying the warrant
shall exceed the aggregate exercise price related thereto.
"INITIAL PUBLIC OFFERING" means the first underwritten public offering
of Common Stock by the Company pursuant to a registration of shares under the
Securities Act on a Form S-1 Registration Statement (or equivalent or
successor form).
"OCM" means OCM Principal Opportunities Fund, L.P., a Delaware limited
partnership.
"OCM AFFILIATES" means any investor in or any employee of OCM or Oaktree
Capital Management, LLC ("OAKTREE"), a California limited liability company,
or in any company, joint venture, limited liability company, association or
partnership of which the OCM or Oaktree, is a shareholder, manager or general
partner, as the case may be.
"PUBLIC OFFERING" means any offering of Common Stock to the public,
including the Initial Public Offering, either on behalf of the Company or any
of its stockholders, pursuant to an effective registration statement under
the Securities Act.
"QUALIFIED SALE" shall mean (i) any sale of all or substantially all of
the assets of the Company or (ii) any sale, merger or liquidation of the
Company with or into any entity other than OCM, TCW, WES&S, an OCM Affiliate,
a TCW Affiliate or a WES&S Affiliate whereby such entity shall obtain (A) at
least a majority of the voting stock of the surviving entity and (B) the
right to elect a majority of the surviving entity's board of directors.
"REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement
dated as of June 1, 1997, by and among the Company and each of the Investors
listed on EXHIBIT A thereto, as the same may be amended from time to time.
"SECURITIES ACT" means the Securities Act of 1933, as amended and as the
same may be amended from time to time.
"SIMON ENTITY" means Logistical Simon, L.L.C., a Delaware limited
liability company, WESINVEST, Inc., a Delaware corporation or William E.
Simon & Sons, L.L.C., a Delaware limited liability company.
- 3 -
"STOCKHOLDERS AGREEMENT" means the Second Amended and Restated
Stockholders Agreement dated as of November 7, 1996, by and among the Company
and each of the Holders listed on EXHIBIT A thereto, as the same may be
amended from time to time.
"TCW" means TCW Special Credits Fund V - The Principal Fund, a
California limited partnership.
"TCW AFFILIATES" means any investor in or any employee of TCW, TCW Asset
Management Company, a California corporation ("TAMCO"), Trust Company of the
West, a California trust company ("TRUSTCO") or Oaktree Capital Management,
LLC ("OAKTREE"), a California limited liability company, or in any company,
joint venture, limited liability company, association or partnership of which
TCW, TAMCO, Trustco or Oaktree, is a shareholder, manager or general partner,
as the case may be.
"TRADING PRICE" means the trading price for each such trading day: (a)
if the Common Stock is traded on a national securities exchange, its last
reported sale price on the preceding Business Day on such national securities
exchange or, if there was no sale on that day, the last reported sale price
on such national securities exchange on the next preceding Business Day on
which there was a sale, all as made available over the Consolidated Last Sale
Reporting System of the CTA Plan (the "CLSRS") or, if the Common Stock is not
then eligible for reporting over the CLSRS, its last reported sale price on
the preceding Business Day on such national securities exchange or, if there
was no sale on that day, on the next preceding Business Day on which there
was a sale on such exchange or (b) if the principal market for the Common
Stock is the over-the-counter market, but the Common Stock is not then
eligible for reporting over the CLSRS, but the Common Stock is quoted on the
National Association of Securities Dealers Automated Quotations System
("NASDAQ"), the last sale price reported on NASDAQ on the preceding Business
Day or, if the Common Stock is an issue for which last sale prices are not
reported on NASDAQ, the closing bid quotation on such day, but in each of the
next preceding two cases, if the relevant NASDAQ price or quotation did not
exist on such day, then the price or quotation on the next preceding Business
Day in which there was such a price or quotation.
"WES&S" means Logistical Simon, L.L.C., a Delaware limited liability
company.
"WES&S AFFILIATE" means any Simon Entity or any partnership, limited
liability company or corporation that directly or indirectly, through one or
more intermediaries, has control of, is controlled by or is under common
control with (i) any Simon Entity or (ii) any shareholders, partner or member
of a
- 4 -
Simon Entity or any such shareholder's, partner's or member's spouse,
siblings, children, children's spouses, grandchildren or their spouses or any
trusts for the benefit of any of the foregoing.
"WARRANT PURCHASE PRICE" has the meaning assigned to that term in the
introductory paragraph hereof.
"WARRANT SHARES" means the shares of Common Stock purchased or
purchasable by the Warrantholder upon the exercise of the Warrant pursuant to
SECTION 2 hereof.
"WARRANTHOLDER" means the registered holder of the Warrant and any
related Warrant Shares.
SECTION 2
EXERCISE
A. GENERAL. The Warrantholder shall be entitled to exercise the
Warrant, in whole or in part, at any time or from time to time on or before
5:00 p.m., Chicago, Illinois time, on the Expiration Date; PROVIDED, HOWEVER,
that __________ shares underlying the Warrant shall be subject to vesting on
March 3, _____. The Warrant is not exercisable as to fractions of shares.
Unvested portions of the Warrant shall be forfeited and cancelled if at any
time (i) ____________________'s employment with the Company is terminated as
a result of death, disability or retirement, (ii) ____________________'s
employment with the Company is terminated for "Cause" or (iii)
____________________ voluntarily resigns from the Company (unless such
resignation is due to a significant diminution of responsibility). Unvested
portions of the Warrant shall be automatically fully vested upon a Qualified
Sale or the termination of ____________________'s employment from the Company
without Cause. For purposes of this Agreement, "Cause" shall have the
meaning set forth in the Employment Agreement.
B. MANNER OF EXERCISE. The Warrantholder may exercise the vested
portion of the Warrant, in whole or in part, by either of the following
methods:
1. The Warrantholder shall complete one of the Subscription Forms
attached hereto, and deliver it to the Company, at its principal offices
located at 330 S. Mannheim Road, Hillside, IL 60162, Attention: President
(or at such other location as the Company may designate by notice in writing
to the Warrantholder), together with the Warrant and either cash, a certified
check or a bank cashier's check, in an amount equal to
-5-
the then aggregate Warrant Purchase Price of the shares of Common Stock being
purchased; or
2. The Warrantholder may also exercise this Warrant, in whole or
in part, in a "cashless" exercise by delivering to the Company, at its
principal offices located at 330 S. Mannheim Road, Hillside, IL 60162,
Attention: President (or at such other location as the Company may designate
by notice in writing to the Warrantholder), (i) one of the Subscription Forms
attached hereto, which notice shall specify the number of Warrant Shares to
be delivered to such Warrantholder and the number of Warrant Shares with
respect to which this Warrant is being surrendered in payment of the
aggregate Exercise Price for the Warrant Shares to be delivered to the
Warrantholder, and (ii) the Warrant. For purposes of this cashless exercise
provision, all Warrant Shares as to which the Warrant is surrendered will be
attributed the following value: (i) prior to an Initial Public Offering and
in the context of a Qualified Sale: at the Fair Market Value of the
consideration received by stockholders with respect to their outstanding
shares of Common Stock; (ii) concurrently with an Initial Public Offering:
a value equal to the Initial Public Offering offer price to the public; or
(iii) subsequent to an Initial Public Offering, a price equal to the average
Trading Price of the Company's Common Stock for the twenty (20) preceding
trading days ending on the day prior to the date on which the request for
cashless exercise is received by the Company. The costs and expenses
associated with determination of any of the preceding valuations shall be
borne by the Company. Cashless exercises shall be permitted only to the
extent that such exercise is permitted by the terms of the Company's
indebtedness. Notwithstanding the foregoing, commencing on the day after the
Initial Public Offering through the twentieth trading day following the
Initial Public Offering, the Warrantholder shall not be permitted to make a
cashless exercise pursuant to this Section.
Upon receipt thereof by the Company, the Warrantholder shall be deemed
to be a holder of record of the shares of Common Stock specified in said
Subscription Form, and the Company shall, as promptly as practicable, and in
any event within ten (10) Business Days thereafter, execute and deliver or
cause to be delivered to the Warrantholder a certificate or certificates
representing the aggregate number of shares of Common Stock specified in said
Subscription Form. Each stock certificate so delivered shall be registered in
the name of the Warrantholder or such other name as shall be designated by
the Warrantholder, subject to compliance with federal and state securities
laws. Before being required to transfer any Common Stock, the Company may
require the Warrantholder at the Warrantholder's expense to provide an
opinion of counsel satisfactory to the Company that
- 6 -
any such exercise is exempt from registration or qualification under the
federal and state securities laws. If the Warrant shall have been exercised
only in part, the Company shall, at the time of delivery of said stock
certificate or certificates, deliver to the Warrantholder a like Warrant
representing the right to purchase the remaining number of shares purchasable
thereunder. The Company shall pay all expenses, taxes and other charges
payable in connection with the preparation, execution and delivery of stock
certificates pursuant to this SECTION 2, except that, in case such stock
certificates shall be registered in a name or names other than the name of
the Warrantholder, funds sufficient to pay all stock transfer taxes which
shall be payable upon the execution and delivery of such stock certificate or
certificates shall be paid by the Warrantholder to the Company at the time of
delivering the Warrant to the Company as mentioned above.
C. TRANSFER RESTRICTION LEGEND. The Warrant and each certificate for
Warrant Shares issued upon exercise or conversion of the Warrant, unless at
the time of exercise or conversion such Warrant Shares are registered under
the Securities Act, shall bear the legends described in SECTION 10(A) of the
Stockholders Agreement.
D. CHARACTER OF WARRANT SHARES. All shares of Common Stock issuable
upon the exercise of the Warrant shall be duly authorized, validly issued,
fully paid and nonassessable.
SECTION 3
OWNERSHIP AND EXCHANGE OF THE WARRANT
A. REGISTERED HOLDER. The Company may deem and treat the person in
whose name the Warrant is registered as the holder and owner thereof
(notwithstanding any notations of ownership or writing thereon made by anyone
other than the Company) for all purposes and shall not be affected by any
notice to the contrary, until presentation of the Warrant for exchange as
provided in this SECTION 3.
B. EXCHANGE AND REPLACEMENT. The Warrant is exchangeable upon the
surrender thereof by the Warrantholder to the Company at its principal offices
for a new Warrant or Warrants of like tenor and date representing in the
aggregate the right to purchase the number of shares purchasable hereunder, each
new Warrant to represent the right to purchase such number of shares as shall be
designated by the Warrantholder at the time of surrender. Subject to compliance
with SECTION 4 hereof, each Warrant and all rights thereunder are transferable
in whole or in part upon the
- 7 -
books of the Company by the Warrantholder in person or by its duly authorized
attorney, and a new Warrant or Warrants shall be made and delivered by the
Company, of the same tenor and date as the Warrant but registered in the name
of the transferee, upon surrender of the Warrant, duly endorsed, at the
principal offices of the Company. The Company will issue a replacement
certificate for the Warrant upon the loss, theft, destruction or mutilation
thereof pursuant to SECTION 10(B) of the Stockholders Agreement. The Warrant
shall be promptly canceled by the Company upon the surrender thereof in
connection with any exchange, transfer or replacement. Except as set forth
in the Stockholders Agreement, the Company shall pay all expenses, taxes
(other than stock transfer taxes) and other charges payable in connection
with the preparation, execution and delivery of the Warrant pursuant to this
SECTION 3.
SECTION 4
TRANSFER OF WARRANT OR WARRANT SHARES
A. GENERAL PROVISIONS. The Warrant shall not be transferable. The
related Warrant Shares shall not be transferable except in accordance with
the terms and conditions specified in the Stockholders Agreement.
B. REGISTRATION RIGHTS. The Company has agreed to provide certain
piggyback registration rights in respect of the Warrant Shares, the terms and
conditions of which are set forth in the Registration Rights Agreement. Upon
any transfer of any Warrant Shares in accordance with the provisions of the
Stockholders Agreement (other than transfers made after an Initial Public
Offering), the registration rights pertaining thereto may be transferred,
pursuant to the terms and provisions of Section 9 of the Registration Rights
Agreement, upon giving notice to the Company and the transferee's agreement
to be bound by the provisions of the Stockholders Agreement.
SECTION 5
ANTI-DILUTION PROVISIONS
A. STOCK SPLITS AND REVERSE SPLITS. In the event that the Company
shall at any time subdivide its outstanding shares of Common Stock into a
greater number of shares, the Warrant Purchase Price in effect immediately
prior to such subdivision shall be proportionately reduced and the number of
Warrant Shares purchasable pursuant to this Warrant immediately prior to such
subdivision shall be proportionately increased, and conversely,
- 8 -
in the event that the outstanding shares of Common Stock of the Company shall
at any time be combined into a smaller number of shares, the Warrant Purchase
Price in effect immediately prior to such combination shall be
proportionately increased and the number of Warrant Shares purchasable upon
the exercise of this Warrant immediately prior to such combination shall be
proportionately reduced. Except as provided in this SECTION 5.A, no
adjustment in the Warrant Purchase Price and no change in the number of
Warrant Shares purchasable shall be made under this SECTION 5 as a result of
or by reason of any such subdivision or combination.
B. REORGANIZATION AND ASSET SALES. Subject to the terms and provisions
in the Stockholders Agreement, if any capital reorganization or
reclassification of the capital stock of the Company, or any consolidation or
merger of the Company with another corporation, or the sale of all or
substantially all of its assets to another corporation, shall be effected in
such a way that holders of Common Stock shall be entitled to receive stock,
securities or assets with respect to or in exchange for Common Stock, then
the following provisions shall apply:
1. As a condition of such reorganization, reclassification,
consolidation, merger or sale (except as otherwise provided below in this
SECTION 5.B), lawful and adequate provisions shall be made whereby the
Warrantholder shall thereafter have the right to purchase and receive upon
the terms and conditions specified in this Warrant and in lieu of the Warrant
Shares immediately theretofore receivable upon the exercise of the rights
represented hereby, such shares of stock, securities or assets as may be
issued or payable with respect to or in exchange for a number of outstanding
shares of such Common Stock equal to the number of Warrant Shares immediately
theretofore so receivable had such reorganization, reclassification,
consolidation, merger or sale not taken place.
2. In the event of a merger or consolidation of the Company with or
into another corporation as a result of which a number of shares of Common
Stock of the surviving corporation greater or lesser than the number of
shares of Common Stock of the Company outstanding immediately prior to such
merger or consolidation are issuable to holders of Common Stock of the
Company, then the Warrant Purchase Price in effect immediately prior to such
merger or consolidation shall be adjusted in the same manner as though there
were a subdivision or combination of the outstanding shares of Common Stock
of the Company.
3. The Company shall not effect any such consolidation, merger or
sale unless prior to or simultaneously with the consummation thereof the
successor corporation (if other
- 9 -
than the Company) resulting from such consolidation or merger or the
corporation purchasing such assets shall assume, by written instrument
executed and mailed or delivered to the Warrantholder at the last address of
the Warrantholder appearing on the books of the Company, the obligation to
deliver to the Warrantholder such shares of stock, securities or assets as,
in accordance with the foregoing provisions, the Warrantholder may be
entitled to receive, and all other liabilities and obligations of the Company
hereunder. Upon written request by the Warrantholder such successor
corporation will issue a new warrant revised to reflect the modifications in
this Warrant effected pursuant to this SECTION 5.B.
C. NOTICE OF ADJUSTMENT. Whenever the Warrant Purchase Price and the
number of Warrant Shares issuable upon the exercise of this Warrant shall be
adjusted as herein provided, or the rights of the Warrantholder shall change
by reason of other events specified herein, the Company shall compute the
adjusted Warrant Purchase Price and the adjusted number of Warrant Shares in
accordance with the provisions hereof and shall prepare a certificate signed
by its President, Vice President, Treasurer or Secretary setting forth the
adjusted Warrant Purchase Price and the adjusted number of Warrant Shares
issuable upon the exercise of this Warrant or specifying the other shares of
stock, securities or assets receivable as a result of such change in rights,
and showing in reasonable detail the facts and calculations upon which such
adjustments or other changes are based, including a statement of the
consideration received or to be received by the Company for, and the amount
of, any Common Stock, options and convertible securities issued since the
last such adjustment or change (or since the date hereof in the case of the
first adjustment or change). The Company shall cause to be mailed to the
Warrantholder copies of such officer's certificate together with a notice
stating that the Warrant Purchase Price and the number of Warrant Shares
purchasable upon exercise of this Warrant have been adjusted and setting
forth the adjusted Warrant Purchase Price and the adjusted number of Warrant
Shares purchasable upon the exercise of this Warrant.
SECTION 6
NOTICES
Any notice or other document required or permitted to be given or
delivered to the Warrantholder shall be delivered in writing or sent by
certified or registered mail to the Warrantholder at the address furnished to
the Company in writing by the Warrantholder. Any notice or other document
required or permitted to be given or delivered to the Company shall be
- 10 -
delivered personally (including delivery by courier or by facsimile if
received during normal working hours), or be sent by certified or registered
mail to the Company, at 330 S. Mannheim Road, Hillside, IL 60162, Attention:
President, or other such address as shall have been furnished to the
Warrantholder by the Company. Except as otherwise provided, each such notice
shall be deemed given when delivered or on a date which is four (4) days
after it is mailed in any post office or branch post office regularly
maintained by the United States Postal Service (registered or certified, with
postage prepaid and properly addressed).
SECTION 7
NO RIGHTS AS STOCKHOLDER; LIMITATION OF LIABILITY
The Warrant shall not entitle the Warrantholder to any of the rights of
a stockholder of the Company. No provision hereof, in the absence of
affirmative action by the Warrantholder to purchase shares of Common Stock,
and no mere enumeration herein of the rights or privileges of the
Warrantholder, shall give rise to any liability of the Warrantholder for the
Warrant Purchase Price or as a stockholder of the Company, whether such
liability is asserted by the Company or by creditors of the company.
SECTION 8
MISCELLANEOUS
This Warrant shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware without regard to
principles of conflict of laws. This Warrant and any provision hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party (or any predecessor in interest thereof) against which
enforcement of the same is sought. The headings in this Warrant are for
purposes of reference only and shall not affect the meaning or construction
of any of the provisions hereof.
- 11 -
WITNESS the due execution of this Warrant by a duly authorized officer
of the Company.
INTERNATIONAL LOGISTICS LIMITED
a Delaware corporation
By: ___________________________
Roger E. Payton
President and
Chief Executive Officer
- 12 -
FULL SUBSCRIPTION FORM
(To Be Executed by the Registered Holder
If It Desires to Exercise the Warrant in Full)
The undersigned hereby exercises the right to purchase the total number
of shares of Common Stock covered by the attached Warrant at the date of this
subscription and herewith makes payment of the sum of $______, or hereby
tenders __________ Warrant Shares as payment therefor, representing the
Warrant Purchase Price of $_____ per share in effect at this date.
Certificates for such shares shall be issued in the name of and delivered to
the undersigned, unless otherwise specified in written instructions signed by
the undersigned and accompanying this subscription.
Dated: ____________________, 19__.
_____________________________
[Signature]
Address:
_____________________________
_____________________________
- 13 -
PARTIAL SUBSCRIPTION FORM
(To Be Executed by the Registered Holder
If It Desires to Exercise the Warrant in Part)
The undersigned hereby exercises the right to purchase ______ shares of
Common Stock covered by the attached Warrant at the date of this subscription
and herewith makes payment of the sum of $_____, or hereby tenders ______
Warrant Shares as payment therefor, representing the Warrant Purchase Price
of $_____ per share in effect at this date. Certificates for such shares and
a new Warrant of like tenor and date for the balance of the shares not
subscribed for shall be issued in the name of and delivered to the
undersigned, unless otherwise specified in written instructions signed by the
undersigned and accompanying this subscription.
Dated: _____________________, 19__.
_____________________________
[Signature]
Address:
_____________________________
_____________________________
- 14 -