EXHIBIT 4.1
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THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ANY EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD
OR OTHERWISE TRANSFERRED TO ANY PERSON, INCLUDING A PLEDGEE, UNLESS (i) EITHER
(A) A REGISTRATION STATEMENT WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE
SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT IS AVAILABLE, AND (ii) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL
APPLICABLE STATE SECURITIES OR "BLUE-SKY" LAWS.
No. ______________ For the Purchase
of up to __________ shares
of Common Stock
WARRANT TO PURCHASE
COMMON STOCK
OF
MEDIAVEST, INC.
(A NEW JERSEY CORPORATION)
Mediavest, Inc., a New Jersey corporation (the "COMPANY"), for value
received, the sufficiency of which is hereby acknowledged, certifies that
________________, or his, her or its permitted assigns (the "HOLDER"), is
entitled, subject to the terms set forth below, to purchase from the Company, at
any time or from time to time at or before the earlier of 5:00 p.m. New York
City local time on August 2, 2008 (the "EXPIRATION DATE") and the termination of
this Warrant as provided in Section 7 hereof, up to ___________ shares of common
stock, par value $0.0001 per share, of the Company ("COMMON STOCK"), at a
purchase price per share equal to $2.50 per share (the "BASE PRICE"), as
adjusted upon the occurrence of certain events as set forth in Section 2 of this
Warrant. The shares of Common Stock issuable upon exercise of this Warrant, and
the purchase price per share, are hereinafter referred to as "WARRANT STOCK" and
the "PURCHASE PRICE," respectively.
1. Exercise.
1.1 Manner of Exercise; Payment in Cash. This Warrant may be
exercised by the Holder, in whole or in part, by surrendering this
Warrant, with the purchase form appended hereto as EXHIBIT A duly
executed by the Holder, at the principal office of the Company, or at
such other place as the Company may designate, accompanied by payment
in full of the Purchase Price payable in respect of the number of
shares of Warrant Stock purchased upon such exercise. Payment of the
Purchase Price shall be in cash or by certified or official bank check
payable to the order of the Company.
1.2 Effectiveness. Each exercise of this Warrant shall be
deemed to have been effected immediately prior to the close of business
on the day on which this Warrant shall have been surrendered to the
Company as provided in Section 1.1 above. At such time, the person or
persons in whose name or names any certificates for Warrant Stock shall
be issuable upon such exercise as provided in Section 1.3 below shall
be deemed to have become the holder or holders of record of the Warrant
Stock represented by such certificates.
1.3. Delivery of Certificate(s). As soon as practicable after
the exercise of this Warrant in full or in part, and in any event
within three (3) business days thereafter, the Company, at its sole
expense, will cause to be issued in the name of, and delivered to, the
Holder, or, subject to the terms and conditions hereof, as such Holder
(upon payment by such Holder of any applicable transfer taxes) may
direct:
(a) A certificate or certificates for the number of
full shares of Warrant Stock to which such Holder shall be
entitled upon such exercise, plus, in lieu of any fractional
share to which such Holder would otherwise be entitled, cash
in an amount determined pursuant to Section 1.4 hereof, and
(b) In case such exercise is in part only, a new
warrant or warrants (dated the date hereof) of like tenor,
calling in the aggregate on the face or faces thereof for the
number of shares of Warrant Stock (without giving effect to
any adjustment therein) equal to the number of such shares
called for on the face of this Warrant minus the number of
such shares purchased by the Holder upon such exercise as
provided in Section 1.1 above.
1.4. Fractional Shares. The Company shall not be required upon
the exercise of this Warrant to issue any fractional shares, but shall
make an adjustment therefor in cash on the basis of the fair market
value of the Warrant Stock reasonably determined by the Board of
Directors of the Company (and, in the case of a conversion of this
Warrant, in accordance with Section 1.5(c)).
1.5 Right to Convert Warrant into Stock; Net Issuance.
(a) Right to Convert. Subject to Section 7, in addition to and
without limiting the rights of the Holder under the terms of this
Warrant, the Holder shall have the right to convert this Warrant or any
portion thereof (the "CONVERSION RIGHT") into shares of Warrant Stock
as provided in this Section 1.5 at any time or from time to time during
the term of this Warrant. Upon exercise of the Conversion Right with
respect to a particular number of shares subject to this Warrant (the
"CONVERTED WARRANT SHARES"), the Company shall deliver to the Holder
(without payment by the Holder of any Purchase Price or any cash or
other consideration) that number of shares of fully paid and
nonassessable Warrant Stock equal to the quotient obtained by dividing
(X) the value of this Warrant (or the specified portion hereof) on the
Conversion Date (as defined in subsection (b) hereof), which value
shall be determined by subtracting (A) the aggregate Purchase Price of
the Converted Warrant Shares immediately prior to the exercise of the
Conversion Right from (B) the aggregate fair market value of the
Converted Warrant Shares issuable upon exercise of this Warrant (or the
specified portion hereof) on the Conversion Date (as herein defined) by
(Y) the fair market value of one share of Warrant Stock on the
Conversion Date (as herein defined).
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Expressed as a formula, such conversion shall be computed as follows:
N = B-A
---
Y
where: N = the number of shares of Warrant Stock that may
be issued to Holder
Y = the fair market value (FMV) of one share of
Warrant Stock
A = the aggregate Warrant Price (Converted Warrant
Shares x Purchase Price)
B = the aggregate FMV (i.e., FMV x Converted Warrant
Shares)
No fractional shares shall be issuable upon exercise of the Conversion
Right, and, if the number of shares to be issued determined in
accordance with the foregoing formula is other than a whole number, the
Company shall pay to the Holder an amount in cash equal to the fair
market value of the resulting fractional share of the Conversation Date
(as herein defined).
(b) Method of Exercise. The Conversion Right may be exercised
by the Holder by the surrender of this Warrant at the principal office
of the Company together with the Subscription Form in the form attached
hereto, duly completed and executed and indicating the number of shares
subject to this Warrant which are being surrendered (referred to in
Section 1.5(a) hereof as the Converted Warrant Shares) in exercise of
the Conversion Right. Such conversion shall be effective upon receipt
by the Company of this Warrant, together with the aforesaid written
statement, or on such later date as is specified therein (the
"CONVERSION DATE"), and, at the election of the Holder hereof, may be
made contingent upon the occurrence of any of the events specified in
Section 7. Certificates for the shares issuable upon exercise of the
Conversion Right and, if applicable, a new warrant (date the date
hereof) evidencing the balance of the shares remaining subject to this
Warrant, shall be issued as of the Conversion Date and shall be
delivered to the Holder within thirty (30) days following the
Conversion Date.
(c) Determination of Fair Market Value. For purposes of this
Section 1.5, "FAIR MARKET VALUE" of a share of Warrant Stock as of a
particular date (the "DETERMINATION DATE") shall mean:
(1) If the Company's Common Stock is traded
on an exchange or is quoted on the Nasdaq National or
Small Cap Market, then the closing price on the day
before the Determination Date;
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(2) If the Company's Common Stock is not
traded on an exchange or on the Nasdaq National or
Small Cap Market but is traded in the
over-the-counter market, then the closing price on
the day before the Determination Date;
(3) In the event that the Determination Date
is the date of a liquidation, dissolution or winding
up, or any event deemed to be a liquidation,
dissolution or winding up with respect to the Warrant
Stock under the Company's Certificate of
Incorporation, then the fair market value per share
of the Warrant Stock shall be determined by
aggregating all amounts to be payable per share to
holders of the Warrant Stock in the event of such
liquidation, dissolution or winding up; or
(4) In all other cases, the fair market
value per share of the Warrant Stock shall be
determined in good faith by the Company's Board of
Directors upon review of relevant factors.
2. Certain Adjustments. The Purchase Price and the number of shares of
Warrant Stock deliverable upon exercise of the Warrant shall be subject to
adjustment from time to time as follows:
2.1 Subdivision, Reclassification or Change in Common
Stock. In the event of any subdivision, reclassification or change of
the Common Stock into a greater number or different class or classes of
stock, the number of shares of Warrant Stock deliverable upon exercise
of this Warrant shall be determined in accordance with the terms of the
Certificate of Incorporation, and the Purchase Price for such Warrant
Stock shall be proportionately reduced.
2.2 Consolidation, Reclassification or Change in Common Stock.
In the event of any consolidation, reclassification or change of the
Common Stock into a lesser number or different class or classes of
stock, the number of shares of Warrant Stock deliverable upon exercise
of this Warrant shall be determined in accordance with the terms of the
Certificate of Incorporation, and the Purchase Price for such Warrant
Stock shall be proportionately increased.
2.3 Reorganizations. If there shall occur any capital
reorganization of the Common Stock (other than a subdivision,
combination, reclassification or change in par value), then, as part of
any such reorganization, lawful provision shall be made so that the
Holder shall have the right thereafter to receive upon the exercise of
this Warrant the kind and amount of shares of stock or other securities
or property which such Holder would have been entitled to receive if,
immediately prior to any such reorganization, such Holder had held the
number of shares of Common Stock which were then purchasable upon the
exercise of this Warrant. In any such case, appropriate adjustment (as
reasonably determined by the Board of Directors of the Company) shall
be made in the application of the provisions set forth herein with
respect to the rights and interests thereafter of the Holder such that
the provisions set forth in this Section 2 (including provisions with
respect to adjustment of the Purchase Price) shall thereafter be
applicable, as nearly as is reasonably practicable, in relation to any
shares of stock or other securities or property thereafter deliverable
upon the exercise of this Warrant.
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2.4 Merger, Consolidation or Sale of Assets. Subject to the
provisions of Section 7, if there shall be a merger or consolidation of
the Company with or into another corporation (other than a merger or
reorganization involving only a change in the state of incorporation of
the Company or the acquisition by the Company of other businesses where
the Company survives as a going concern), or the sale of all or
substantially all of the Company's capital stock or assets to any other
person, then as a part of such transaction, provision shall be made so
that the Holder shall thereafter be entitled to receive the number of
shares of stock or other securities or property of the Company, or of
the successor corporation resulting from the merger, consolidation or
sale, to which the Holder would have been entitled if the Holder had
exercised its rights pursuant to this Warrant immediately prior
thereto. In any such case, appropriate adjustment shall be made in the
application of the provisions of this Section 2 to the end that the
provisions of this Section 2 shall be applicable after that event in as
nearly equivalent a manner as may be practicable.
2.5 Certificate of Adjustment. When any adjustment is required
to be made in the Purchase Price, the Company shall promptly mail to
the Holder a certificate setting forth the Purchase Price after such
adjustment and setting forth a brief statement of the facts requiring
such adjustment. Delivery of such certificate shall be deemed to be a
final and binding determination with respect to such adjustment unless
challenged by the Holder within ten (10) days of receipt thereof. Such
certificate shall also set forth the kind and amount of stock or other
securities or property into which this Warrant shall be exercisable
following the occurrence of any of the events specified in this Section
2.
3. Compliance with Securities Act.
3.1 Unregistered Securities. The Holder acknowledges that this
Warrant and the Warrant Stock have not been registered under the
Securities Act, and agrees not to sell, pledge, distribute, offer for
sale, transfer or otherwise dispose of this Warrant or any Warrant
Stock in the absence of (i) an effective registration statement under
the Securities Act covering this Warrant or such Warrant Stock and
registration or qualification of this Warrant or such Warrant Stock
under any applicable "blue-sky" or state securities law then in effect,
or (ii) an opinion of counsel, satisfactory to the Company, that such
registration and qualification are not required. The Company may delay
issuance of the Warrant Stock until completion of any action or
obtaining of any consent, which the Company deems necessary under any
applicable law (including without limitation state securities or
"blue-sky" laws).
3.2 Legend. Certificates delivered to the Holder pursuant to
Section 1.3 shall bear the following legend or a legend in
substantially similar form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE
OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE
ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION OF
COUNSEL, IN A REASONABLY ACCEPTABLE FORM, THAT REGISTRATION IS
NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES
LAWS, OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
ACT."
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4. Reservation of Stock. The Company agrees that, prior to the
expiration of this Warrant, the Company will at all times have authorized and in
reserve, and will keep available, solely for issuance or delivery upon the
exercise of this Warrant, the shares of Common Stock and other securities and
properties as from time to time shall be receivable upon the exercise of this
Warrant, free and clear of all restrictions on sale or transfer and free and
clear of all preemptive rights and rights of first refusal.
5. Replacement of Warrants. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company, or (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will issue, in lieu thereof, a new
Warrant of like tenor.
6. Registration Rights.
6.1. "Piggy Back" Registration. If at any time the Company
shall determine to register under the Securities Act, any of its Common
Stock, other than on Form S-8 or its then equivalent, it shall send to
the Holder written notice of such determination and, if within thirty
(30) days after receipt of such notice, the Holder shall so request in
writing, the Company shall use its best efforts to include in such
registration statement all or any part of the Warrant Stock except that
if, in connection with any offering involving an underwriting of Common
Stock to be issued by the Company, the managing underwriter shall
impose a limitation on the number of shares of such Common Stock which
may be included in any such registration statement because, in its
judgment, such limitation is necessary to effect an orderly public
distribution, and such limitation is imposed pro rata among the holders
of such Common Stock having an incidental ("PIGGY BACK") right to
include such Common Stock in the registration statement according to
the amount of such Common Stock which each holder had requested to be
included pursuant to such right, then the Company shall be obligated to
include in such registration statement only such limited portion of the
Warrant Stock with respect to which the Holder has requested inclusion
hereunder.
6.2. Effectiveness. The Company will use its best efforts to
maintain the effectiveness for up to twelve (12) months of any
registration statement pursuant to which any of the Warrant Stock is
being offered, and from time to time will amend or supplement such
registration statement and the prospectus contained therein as and to
the extent necessary to comply with the Securities Act and any
applicable state securities statute or regulation. The Company will
also provide the Holder with as many copies of the prospectus contained
in any such registration statement as it may reasonably request.
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6.3. Indemnification of Holder. In the event that the Company
registers any of the Warrant Stock under the Securities Act, the
Company will indemnify and hold harmless the Holder from and against
any and all losses, claims, damages, expenses or liabilities, to which
it becomes subject under the Securities Act or under any other statute
or at common law or otherwise, and, except as hereinafter provided,
will reimburse the Holder for any legal or other expenses reasonably
incurred by it in connection with investigating or defending any
actions whether or not resulting in any liability, insofar as such
losses, claims, damages, expenses, liabilities or actions arise out of
or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the registration statement, in any
preliminary or amended preliminary prospectus or in the prospectus (or
the registration statement or prospectus as from time to time amended
or supplemented by the Company) or arise out of or are based upon the
omission or alleged omission to state therein a material fact required
to be stated therein or necessary in order to make the statements
therein not misleading or any violation by the Company of any rule or
regulation promulgated under the Securities Act applicable to the
Company and relating to action or inaction required of the Company in
connection with such registration, unless such untrue statement or
omission was made in such registration statement, preliminary or
amended, preliminary prospectus or prospectus in reliance upon and in
conformity with information furnished in writing to the Company in
connection therewith by the Holder expressly for use therein. Promptly
after receipt by the Holder of notice of the commencement of any action
in respect of which indemnity may be sought against the Company, the
Holder will notify the Company in writing of the commencement thereof,
and, subject to the provisions hereinafter stated, the Company shall
assume the defense of such action (including the employment of counsel,
who shall be counsel reasonably satisfactory to the Holder), and the
payment of expenses insofar as such action shall relate to any alleged
liability in respect of which indemnity may be sought against the
Company. The Holder shall have the right to employ separate counsel in
any such action and to participate in the defense thereof but the fees
and expenses of such counsel shall not be at the expense of the Company
unless the employment of such counsel has been specifically authorized
by the Company. The Company shall not be liable to indemnify any person
for any settlement of any such action effected without the Company's
consent.
6.4. Indemnification of Company. In the event that the Company
registers any of the Warrant Stock under the Securities Act, the Holder
will indemnify and hold harmless the Company, each of its directors,
each of its officers who have signed the registration statement, each
underwriter of the shares so registered (including any broker or dealer
through whom such of the shares may be sold) and each person, if any,
who controls the Company within the meaning of Section 15 of the
Securities Act from and against any and all losses, claims, damages,
expenses or liabilities, joint or several, to which they or any of them
may become subject under the Securities Act or under any other statute
or at common law or otherwise, and, except as hereinafter provided,
will reimburse the Company and each such director, officer, underwriter
or controlling person for any legal or other expenses reasonably
incurred by them or any of them in connection with investigating or
defending any actions whether or not resulting in any liability,
insofar as such losses, claims, damages, expenses, liabilities or
actions arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in the registration
statement, in any preliminary or amended preliminary prospectus or in
the prospectus (or in the registration statement or prospectus as from
time to time amended or supplemented) or arise out of or are based upon
the omission or alleged omission to state therein a material fact
required to be stated therein or necessary in order to make the
statements therein not misleading, but only insofar as any such
statement or omission was made in reliance upon and in conformity with
information furnished in writing to the Company in connection therewith
by the Holder expressly for use therein. Promptly after receipt of
notice of the commencement of any action in respect of which indemnity
may be sought against the Holder, the Company will notify the Holder in
writing of the commencement thereof, and the Holder shall, subject to
the provisions hereinafter stated, assume the defense of such action
(including the employment of counsel, who shall be counsel reasonably
satisfactory to the Company) and the payment of expenses insofar as
such action shall relate to the alleged liability in respect of which
indemnity may be sought against the Holder. The Company and each such
director, officer, underwriter or controlling person shall have the
right to employ separate counsel in any such action and to participate
in the defense thereof but the fees and expenses of such counsel shall
not be at the expense of the Holder unless employment of such counsel
has been specifically authorized by the Holder. The Holder shall not be
liable to indemnify any person for any settlement of any such action
effected without the Holder's consent.
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7. Termination Upon Certain Events. If there shall be a merger
or consolidation of the Company with or into another corporation (other
than a merger or reorganization involving only a change in the state of
incorporation of the Company or the acquisition by the Company of other
businesses where the Company survives as a going concern), or the sale
of all or substantially all of the Company's capital stock or assets to
any other person, or the liquidation or dissolution of the Company,
then as a part of such transaction, at the Company's option, either:
(a) provision shall be made so that the Holder shall
thereafter be entitled to receive the number of shares of stock or
other securities or property of the Company, or of the successor
corporation resulting from the merger, consolidation or sale, to which
the Holder would have been entitled if the Holder had exercised its
rights pursuant to this Warrant immediately prior thereto (and, in such
case, appropriate adjustment shall be made in the application of the
provisions of this Section 7(a) to the end that the provisions of
Section 2 shall be applicable after that event in as nearly equivalent
a manner as may be practicable); or
(b) this Warrant shall terminate on the effective date of such
merger, consolidation or sale (the "TERMINATION DATE") and become null
and void, provided that if this Warrant shall not have otherwise
terminated or expired, (i) the Company shall have given the Holder
written notice of such Termination Date at least twenty (20) business
days prior to the occurrence thereof and (ii) the Holder shall have the
right until 5:00 p.m., New York City local time, on the day immediately
prior to the Termination Date to exercise its rights hereunder to the
extent not previously exercised.
8. Transferability. Without the prior written consent of the Company,
this Warrant shall not be assigned, pledged or hypothecated in any way (whether
by operation of law or otherwise) and shall not be subject to execution,
attachment or similar process. Any attempted transfer, assignment, pledge,
hypothecation or other disposition of this Warrant or of any rights granted
hereunder contrary to the provisions of this Section 8, or the levy of any
attachment or similar process upon this Warrant or such rights, shall be null
and void.
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9. No Rights as Stockholder. Until the exercise of this Warrant, the
Holder shall not have or exercise any rights by virtue hereof as a stockholder
of the Company.
10. Notices. All notices, requests and other communications hereunder
shall be in writing, shall be either (i) delivered by hand, (ii) made by telex,
telecopy or facsimile transmission, (iii) sent by overnight courier, or (iv)
sent by registered mail, postage prepaid, return receipt requested. In the case
of notices from the Company to the Holder, they shall be sent to the address
furnished to the Company in writing by the last Holder who shall have furnished
an address to the Company in writing. All notices from the Holder to the Company
shall be delivered to the Company at its offices at 2121 Avenue of the Stars,
Suite 1650, Los Angeles, California 90067, Attention: Chief Executive Officer,
or such other address as the Company shall so notify the Holder. All notices,
requests and other communications hereunder shall be deemed to have been given
(i) by hand, at the time of the delivery thereof to the receiving party at the
address of such party described above, (ii) if made by telex, telecopy or
facsimile transmission, at the time that receipt thereof has been acknowledged
by electronic confirmation or otherwise, (iii) if sent by overnight courier, on
the next business day following the day such notices is delivered to the courier
service, or (iv) if sent by registered mail, on the fifth business day following
the day such mailing is made.
11. Waivers and Modifications. Any term or provision of this Warrant
may be waived only by written document executed by the party entitled to the
benefits of such terms or provisions. The terms and provisions of this Warrant
may be modified or amended only by written agreement executed by the parties
hereto.
12. Headings. The headings in this Warrant are for convenience of
reference only and shall in no way modify or affect the meaning or construction
of any of the terms or provisions of this Warrant.
13. Governing Law. This Warrant will be governed by and construed in
accordance with and governed by the laws of New York without giving effect to
the conflict of law principles thereof.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed, by one of its officers thereunto duly authorized.
MEDIAVEST, INC.
By:
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Name:
Title:
EXHIBIT A
PURCHASE FORM
To: MEDIAVEST, INC.
The undersigned pursuant to the provisions set forth in the attached Warrant
hereby irrevocably elects to (check one):
_____
(A) purchase ___________________ shares of Common
Stock, par value $0.0001 per share, of Mediavest,
Inc. (the "COMMON STOCK"), covered by such Warrant
and herewith makes payment of $_____________,
representing the full purchase price for such shares
at the price per share provided for in such Warrant;
or
_____
(B) convert ______________________ Warrant Shares
into that number of shares of fully paid and
nonassessable shares of Common Stock, determined
pursuant to the provisions of Section 1.5 of the
Warrant.
Common Stock for which the Warrant may be exercised or converted shall
be known herein as "WARRANT Stock."
The undersigned is aware that Warrant Stock has not been and will not
be registered under the Securities Act of 1933, as amended (the "SECURITIES
ACT"), or any state securities laws. The undersigned understands that reliance
by the Company on exemptions under the Securities Act is predicated in part upon
the truth and accuracy of the statements of the undersigned in this Purchase
Form.
The undersigned represents and warrants that (i) he has been furnished
with all information which he deems necessary to evaluate the merits and risks
of the purchase of Warrant Stock, (ii) he has had the opportunity to ask
questions concerning Warrant Stock and the Company and all questions posed have
been answered to his satisfaction, (iii) he has been given the opportunity to
obtain any additional information he deems necessary to verify the accuracy of
any information obtained concerning Warrant Stock and the Company and (iv) he
has such knowledge and experience in financial and business matters that he is
able to evaluate the merits and risks of purchasing Warrant Stock and to make an
informed investment decision relating thereto.
The undersigned hereby represents and warrant that he is purchasing
Warrant Stock for his own account for investment and not with a view to the sale
or distribution of all or any part of Warrant Stock.
The undersigned understands that because Warrant Stock has not been
registered under the Securities Act, he must continue to bear the economic risk
of the investment for an indefinite period of time and Warrant Stock cannot be
sold unless it is subsequently registered under applicable federal and state
securities laws or an exemption from such registration is available.
The undersigned agrees that he will in no event sell or distribute or
otherwise dispose of all or any part of Warrant Stock unless (i) there is an
effective registration statement under the Securities Act and applicable state
securities laws covering any such transaction involving Warrant Stock, or (ii)
the Company receives an opinion legal counsel acceptable to the Company stating
that such transaction is exempt from registration. The undersigned consents to
the placing of a legend on his certificate for Warrant Stock stating: (i) that
the resale or transfer of the Warrant Stock has not been registered and setting
forth the restriction on transfer contemplated hereby; and (ii) to the placing
of a stop-transfer order on the books of the Company and with any transfer
agents against Warrant Stock until Warrant Stock may be legally resold or
distributed without restriction.
The undersigned has considered the federal and state income tax
implications of the exercise of the Warrant and the purchase and subsequent sale
of the Warrant Stock.
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Signature
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Print Name
or
Entity Name:
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By:
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Signature
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Print Name
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Title