Attached files
file | filename |
---|---|
8-K - Precipio, Inc. | v207089_8k.htm |
EX-3.1 - Precipio, Inc. | v207089_ex3-1.htm |
EX-4.5 - Precipio, Inc. | v207089_ex4-5.htm |
EX-2.1 - Precipio, Inc. | v207089_ex2-1.htm |
EX-4.4 - Precipio, Inc. | v207089_ex4-4.htm |
EX-4.3 - Precipio, Inc. | v207089_ex4-3.htm |
EX-4.1 - Precipio, Inc. | v207089_ex4-1.htm |
EX-2.2 - Precipio, Inc. | v207089_ex2-2.htm |
EX-99.1 - Precipio, Inc. | v207089_ex99-1.htm |
EX-10.1 - Precipio, Inc. | v207089_ex10-1.htm |
EX-10.2 - Precipio, Inc. | v207089_ex10-2.htm |
EX-10.3 - Precipio, Inc. | v207089_ex10-3.htm |
Exhibit 4.2
NONE OF
THIS WARRANT, THE SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK TO BE ISSUED
UPON EXERCISE HEREOF OR THE SHARES OF COMMON STOCK TO BE ISSUED UPON CONVERSION
OF THE SERIES A CONVERTIBLE PREFERRED STOCK HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR “BLUE SKY” LAWS,
AND THE HOLDER OF THIS WARRANT REPRESENTS AND WARRANTS THAT THIS WARRANT HAS
BEEN, AND THE SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK TO BE ISSUED UPON
EXERCISE HEREOF WILL BE, ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR
RELEASE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NO SALE,
ASSIGNMENT, TRANSFER, GIFT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS
WARRANT OR THE SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK TO BE ISSUED UPON
EXERCISE HEREOF MAY BE MADE EXCEPT AS SPECIFICALLY SET FORTH IN THIS
WARRANT.
WARRANT
TO PURCHASE SHARES
OF
SERIES
A CONVERTIBLE PREFERRED STOCK
OF
TRANSGENOMIC,
INC.
Warrant
No. A-[__]
Issue
Date: December 29, 2010
THIS IS TO CERTIFY THAT, FOR VALUE
RECEIVED, [_________] (“Holder”)
is entitled, subject to the terms set forth below, to purchase from Transgenomic, Inc., a Delaware
corporation (the “Company”),
[____________] shares of the Company’s Series A Convertible Preferred Stock,
$0.01 par value per share (the “Series A
Preferred”), subject to adjustment as provided in Section 9 (the “Warrant
Shares”), at the Purchase Price set forth in Section
3.
1. Issuance. This
Warrant is issued to Holder by the Company pursuant to that certain Series A
Convertible Preferred Stock Purchase Agreement, dated December 29, 2010 (the
“Purchase
Agreement”).
2. Covenants as to Warrant
Shares. The Company has reserved, and at all times during the
period this Warrant is outstanding shall reserve, a sufficient number of shares
of Series A Preferred for issuance upon the exercise of this
Warrant. The Company has reserved, and at all times during the period
this Warrant is outstanding shall reserve, a sufficient number of shares of its
Common Stock, $0.01 par value per share (the “Common
Stock”), for issuance upon conversion of the Warrant Shares (the “Underlying
Common”). The
Warrant Shares are duly authorized, and, when issued to the Holder pursuant to
the terms of this Warrant and the Purchase Agreement, will be validly issued,
fully paid and nonassessable and, assuming the accuracy of the representations
and warranties of Holder in the Purchase Agreement, will be issued in compliance
with the registration and qualification requirements of all applicable
securities laws. The shares of Underlying Common are duly authorized
and, when issued in compliance with the provisions of the Company’s Certificate
of Incorporation (the “Certificate”),
will be validly issued, fully paid and nonassessable and will be issued in
compliance with the registration and qualification requirements of all
applicable securities laws.
3. Purchase Price; Number of
Shares; Notice of “Triggering Event.” Subject to the terms and
conditions hereinafter set forth, the Holder is entitled, at any time from the
date hereof to the Expiration Date (as defined in Section 8), upon
surrender of this Warrant, the delivery of the Exercise Notice attached hereto
as Attachment I (the
“Exercise
Notice”), fully completed and duly executed, and the delivery of an
agreement to be bound by the terms and conditions of that certain Registration
Rights Agreement, dated as of December 29, 2010, among the Company, Holder and
certain of the Company’s stockholders (as such agreement may be amended from
time to time pursuant to the terms thereof) (the “Registration
Rights Agreement”), each at the office of the Company, or such other
address as the Company shall notify the Holder of in writing, to purchase from
the Company the Warrant Shares (as adjusted pursuant to Section 9) at a fixed
price per share of $2.32 (the “Purchase
Price”). Until such time as this Warrant is exercised in full
or expires pursuant to the terms hereof, the Purchase Price and the number of
Warrant Shares issuable upon exercise of this Warrant are subject to adjustment
pursuant to Section
9. Notwithstanding anything to the contrary set forth in this
Warrant, unless waived in writing by the Holder, the Company shall provide
written notice to Holder if any Triggering Event (defined below)
occurs. A “Triggering
Event” shall be deemed to have occurred if: (i) the Company’s
Board of Directors (the “Board”)
adopts a resolution approving a plan of merger or share exchange or a
transaction involving the sale of all or substantially all of the Company’s
assets (each, an “Extraordinary
Transaction”) and proposes to submit such Extraordinary Transaction to
the Company’s stockholders for approval, (ii) any tender offer or exchange offer
(whether by the Company or another person or entity) is commenced pursuant to
which holders of Common Stock are permitted to tender or exchange their shares
for other securities, cash or property, or (iii) there is a Change in Control
(as defined in the Certificate of Designation with respect to the Series A
Preferred).
4. Payment of Purchase
Price.
(a) Subject
to the conditions set forth in Section 3, this
Warrant may be exercised in full or in part by the Holder by payment in cash, by
wire transfer or by certified or official bank check payable to the order of the
Company, for the purchase price of the Warrant Shares to be purchased
hereunder.
(b) The
Holder may elect to receive, without the payment by the Holder of any additional
consideration, Warrant Shares equal to the value of this Warrant or any portion
hereof by the surrender of this Warrant or such portion to the Company, with the
redemption notice attached hereto as Attachment II (the “Redemption
Notice”) duly executed, at the office of the
Company. Thereupon, the Company shall issue to the Holder such number
of fully paid and nonassessable Warrant Shares as is computed using the
following formula:
X = Y (A-B)
A
2
where
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X =
|
the
number of Warrant Shares to be issued to the Holder pursuant to this
Section
4(b).
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|
Y
=
|
the number of shares
covered by this Warrant in respect of which the net issue
election is made pursuant to this Section
4(b).
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|
A
=
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the
fair market value (“FMV”)
of one share of Series A Preferred on an as converted to Common Stock
basis, as determined below, at the time the net issue election is made
pursuant to this Section
4(b).
|
B =
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the
Purchase Price in effect under this Warrant at the time the net issue
election is made pursuant to this Section
4(b).
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For the
purposes of this Section 4(b), FMV
shall be determined at the time of exercise and shall mean the fair market value
of the shares of Common Stock determined as follows:
(x) if
the Common Stock is traded on a securities exchange, the value shall be deemed
to be the average of the closing prices of the Common Stock on such exchange
over the ten (10) trading day period ending three (3) days prior to the date of
determination;
(y) if
the Common Stock is actively traded over-the-counter, the value shall be deemed
to be the average of the closing bid over the ten (10) trading day period ending
three (3) days prior to the date of determination; or
(z) if
there is no active public market for the Common Stock, the value shall be the
fair market value thereof, as determined in good faith by the
Board.
The Board
shall promptly respond in writing to a reasonable inquiry by the Holder as to
the FMV of the Series A Preferred for purposes of this Section
4(b).
5. Partial
Exercise. For any partial exercise or redemption pursuant to
Section 4(a) or
4(b) hereof,
the Holder shall designate in the Exercise Notice or Redemption Notice (as the
case may be) the number of Warrant Shares that it wishes to purchase or the
aggregate number of underlying Warrant Shares represented by the portion of this
Warrant it wishes to redeem (as the case may be). On any such partial
exercise or redemption, the Company at its expense shall forthwith issue and
deliver to the Holder a new warrant of like tenor, in the name of the Holder,
which shall be exercisable for such number of Warrant Shares which have not been
purchased upon such exercise or redemption.
6. Issuance; Issuance
Date. As soon as practicable after the exercise of this
Warrant, and in any event within five (5) business days thereafter, the Company
at its expense will cause to be issued in the name of and delivered to the
Holder, a certificate or certificates for the number of Warrant Shares purchased
or acquired by the Holder as a result of such exercise, rounded down to the
nearest whole number. The person or entity or persons or entites in
whose name or names any certificate representing shares of Series A Preferred is
issued hereunder shall be deemed to have become the holder of record of the
shares represented thereby at the close of business on the date this Warrant is
exercised with respect to such shares, whether or not the transfer books of the
Company shall be closed.
3
7. Warrant
Shares. The Holder understands and agrees that all
certificates evidencing the shares to be issued to the Holder may bear the
following legend:
THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE
ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.
8. Expiration Date; Automatic
Exercise. This Warrant shall expire at the close of business
on December 28, 2015 (the “Expiration
Date”) and shall be void thereafter; provided, however, that in the event
that, upon the Expiration Date, the FMV of one Warrant Share (or other security
issuable upon the exchange hereof) as determined in accordance with Section 4(b) is
greater than the Purchase Price in effect on such date, then this Warrant shall
automatically be deemed on and as of such date to be exchanged pursuant to Section 4(b) as to
all Warrant Shares (or such other securities) for which it shall not previously
have been exchanged or converted into Series A Preferred (or if not then
outstanding, into such other class and series of securities into which the
Warrant Shares are then convertible), and the Company shall promptly deliver a
certificate representing such Warrant Shares (or such other securities) issued
upon such conversion to the Holder.
9. Adjustment of Number of
Warrant Shares Issuable Pursuant to this Warrant.
(a) Adjustment for Stock Splits
and Combinations. If the Company shall at any time or from
time to time after the date that the first share of Series A Preferred is issued
(the “Original Issue
Date”) effect a subdivision of the outstanding Series A Preferred, the
number of Warrant Shares issuable hereunder shall be proportionately increased
and the Purchase Price shall be proportionately
decreased. Conversely, if the Company shall at any time or from time
to time after the Original Issue Date combine the outstanding shares of Series A
Preferred into a smaller number of shares, the number of Warrant Shares issuable
hereunder shall be proportionately decreased and the Purchase Price shall be
proportionately increased. Any adjustment under this Section 9(a) shall
become effective at the close of business on the date the subdivision or
combination becomes effective.
(b) Adjustment for Common Stock
Dividends and Distributions. If the Company at any time or
from time to time after the Original Issue Date makes, or fixes a record date
for the determination of holders of Series A Preferred entitled to receive, a
dividend or other distribution payable in additional shares of Series A
Preferred, in each such event the number of Warrant Shares issuable hereunder
shall be proportionately increased and the Purchase Price shall be
proportionately decreased, as of the close of business on such record date;
provided, however, that
if such record date is fixed and such dividend is not fully paid or if such
distribution is not fully made on the date fixed therefor, the number of Warrant
Shares issuable hereunder and the Purchase Price shall be recomputed accordingly
as of the close of business on such record date and thereafter shall be adjusted
pursuant to this Section 9(b) to
reflect the actual payment of such dividend or distribution.
4
(c) Adjustment for
Reclassification, Exchange and Substitution. If at any time or
from time to time after the Original Issue Date, the Series A Preferred is
changed into the same or a different number of shares of any class or classes of
stock, whether by recapitalization, reclassification or otherwise (other than as
a result of a subdivision or combination of shares or stock dividend or a
reorganization, merger or consolidation in which the Company is the continuing
entity and which does not result in any change in the Series A Preferred) in any
such event this Warrant shall be exercisable for the kind and amount of stock
and other securities and property receivable upon such recapitalization,
reclassification or other change by holders of the maximum number of shares of
Series A Preferred for which this Warrant could have been exercised immediately
prior to such recapitalization, reclassification or change, all subject to
further adjustment as provided herein or with respect to such other securities
or property by the terms thereof.
(d) Reorganizations, Mergers,
Consolidations or Sales of Assets. If at any time or from time
to time after the Original Issue Date, there is a Change in Control transaction
or other capital reorganization of the Series A Preferred (other than a
recapitalization, subdivision, combination, reclassification, exchange or
substitution of shares), as a part of such Change in Control transaction or
capital reorganization, this Warrant shall be deemed exercised and 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 to which a holder of
the number of shares of Series A Preferred deliverable upon exercise of this
Warrant would have been entitled on such Change in Control transaction or
capital reorganization, subject to adjustment in respect of such stock or
securities by the terms thereof. In any such case, appropriate
adjustment shall be made in the application of the provisions of this Section 9 with
respect to the rights of the Holder after the Change in Control transaction or
capital reorganization to the effect that the provisions of this Section 9 shall be
applicable after that event and be as nearly equivalent as
practicable.
(e) Adjustments to Series A
Conversion Price.
The number of shares of Common Stock issuable upon conversion of the
Warrant Shares, shall be subject to adjustment from time to time in the manner
set forth in the Certificate. For so long as this Warrant is
outstanding and exercisable for shares of Series A Preferred, the Company shall
deliver to the Holder each certificate of adjustment sent to the holders of the
Company’s Series A Preferred pursuant to Section 4(h) of the Certificate of
Designation with respect to the Series A Preferred.
5
10. Conversion or Redemption of
Common Stock. Should all of the Company’s Common Stock be, or
if outstanding would be, at any time prior to the expiration of this Warrant or
any portion thereof, redeemed or converted into another class shares of the
Company’s stock, or if there shall be any reclassification, capital
reorganization or change of the Common Stock, or any consolidation of the
Company with, or merger of the Company into, another corporation or other
business organization (other than a consolidation or merger in which the Company
is the continuing corporation and which does not result in any reclassification
or change of the outstanding Common Stock), or any sale or conveyance to another
corporation or other business organization of all or substantially all of the
assets of the Company or any of its subsidiaries, taken as a whole, then the
Company shall mail or cause to be mailed to the Holder a notice specifying the
date on which any such record is to be taken for the purpose of such event and
stating the material provisions of such event, including the date upon which
such event shall be consummated. Such notice shall be mailed at least
ten (10) days prior to the earlier of the record date or the date specified in
such notice on which any such action is to be taken.
11. Fractional
Shares. No fractional shares shall be issuable upon exercise
or conversion of this Warrant and the number of shares to be issued shall be
rounded down to the nearest whole share. If a fractional share
interest arises upon any exercise or conversion of this Warrant, the Company
shall eliminate such fractional share interest by paying the Holder an amount
computed by multiplying the fractional interest by the FMV of a full Warrant
Share.
12. Notices of Record Date,
Etc. In the event of: (1) any taking by the Company
of a record of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive a dividend or other
distribution, or any right to subscribe for, purchase or otherwise acquire any
shares of stock of any class or any other securities or property; (2) any
reclassification or recapitalization of capital stock; or (3) any voluntary or
involuntary dissolution, liquidation or winding-up of the Company, then and in
each such event the Company will mail or cause to be mailed to the Holder a
notice specifying (A) the date on which any such record is to be taken for the
purpose of such dividend, distribution or right, and stating the amount and
character of such dividend, distribution or right, or (B) the date on which any
such reclassification, reorganization, consolidation, merger, sale or
conveyance, dissolution, liquidation or winding-up is to take place, and the
time, if any is to be fixed, as of which the holders of record shall be entitled
to exchange their shares for securities or other property deliverable upon such
reorganization, reclassification, recapitalization, transfer, consolidation,
merger, dissolution, liquidation or winding-up, and (C) the amount and character
of any stock or other securities, or rights or options with respect thereto,
proposed to be issued or granted, the date of the proposed issue or grant and
the person or class of persons to whom such proposed issue or grant is to be
offered or made. Such notice shall be mailed at least ten (10) days
prior to the date specified in such notice on which any such action is to be
taken.
13. No Stockholder
Rights. This Warrant in and of itself shall not entitle the
Holder to any voting rights or other rights as a stockholder of the
Company.
14. Amendment. The
terms of this Warrant may be amended, modified or waived only with the written
consent of the Company and the Holder hereof.
6
15. Transfers, Substitute
Warrant.
(a) This
Warrant may only be sold, assigned, transferred, pledged, hypothecated or
otherwise disposed of (each, a “Transfer”)
by the Holder (a) pursuant to an effective registration statement under the
Securities Act or (b) to an Affiliate (as defined below) of the Holder, provided that the Holder or
the Holder’s Affiliate delivers to the Company an opinion of qualified counsel
in form and substance satisfactory to the Company setting forth that such
Transfer is exempt from the registration requirements of the Securities Act and
does not otherwise violate federal or state securities laws (the “Opinion”)
and the Holder’s Affiliate delivers a representation letter (the “Representation
Letter”)
in form and substance satisfactory to the Company. In furtherance of
the foregoing, in order to affect the Transfer, the Holder shall deliver to the
Company this Warrant, the assignment form attached hereto as Attachment III properly
endorsed, and the Opinion and the Representation Letter. Upon delivery of the
foregoing, for Transfer of this Warrant in its entirety by the Holder, the
Company shall issue a new warrant of the same denomination to the
assignee. Upon delivery of the foregoing, for Transfer with respect
to a portion of the Warrant Shares purchasable hereunder, the Company shall
issue a new warrant to the assignee, in such denomination as shall be requested
by the Holder hereof, and shall issue to the Holder a new warrant covering the
number of shares in respect of which this Warrant shall not have been
Transferred.
(b) In
case this Warrant shall be mutilated, lost, stolen or destroyed, the Company
shall issue a new warrant of like tenor and denomination and deliver the same
(i) in exchange and substitution for and upon surrender and cancellation of any
mutilated Warrant, or (ii) in lieu of any Warrant lost, stolen or destroyed,
upon receipt of evidence reasonably satisfactory to the Company of the loss,
theft or destruction of such Warrant (including a reasonably detailed affidavit
with respect to the circumstances of any loss, theft or destruction) and of
indemnity reasonably satisfactory to the Company.
16. Governing
Law. The provisions and terms of this Warrant shall be
governed by and construed in accordance with the laws of the State of
Delaware.
17. Successors and
Assigns. This Warrant shall be binding upon and inure to the
benefit of the Company’s successors and assigns and shall be binding upon and
inure to the benefit of the Holder’s successors, legal representatives and
permitted assigns.
18. Business
Days. If the last or appointed day for the taking of any
action required or the expiration of any right granted herein shall be a
Saturday or Sunday or a federal holiday, then such action may be taken or right
may be exercised on the next succeeding day which is not a Saturday or Sunday or
such a federal holiday.
19. Notices. All
notices, requests, claims, demands, disclosures and other communications
required or permitted by this Warrant shall be in writing and shall be deemed to
have been given at the earlier of the date (a) when delivered personally or
by messenger, or (b) upon confirmed delivery as evidenced by the delivery
receipt of an nationally recognized overnight delivery service or registered or
certified United States mail, postage prepaid, return receipt requested, in all
cases addressed to the person or entity for whom it is intended at his address
set forth below or to such other address as a party shall have designated by
notice in writing to the other party in the manner provided by this Section
19:
7
If to
Holder:
c/o Third
Security, LLC
1881
Grove Avenue
Radford,
VA 24141
Attention:
Tad Fisher
Facsimile:
540-633-7939
With a
copy to (which shall not constitute notice):
Troutman
Sanders LLP
Troutman
Sanders Building
1001
Haxall Point
Richmond,
Virginia 23219
Attention:
John Owen Gwathmey
Facsimile:
804-698-5174
If to
Company:
Transgenomic,
Inc.
12325
Emmet Street
Omaha,
Nebraska 68164
Attention:
Craig J. Tuttle
Facsimile: 402-452-5461
With a
copy to (which shall not constitute notice):
Paul,
Hastings, Janofsky & Walker, LLP
4747
Executive Drive, 12th Floor
San
Diego, Ca 92121
Attention: Carl
R. Sanchez, Esq.
Facsimile: (858)
458-3005
23. Counterparts. This
Warrant may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
{Signature
Page Follows}
8
Dated: December
29, 2010
TRANSGENOMIC,
INC.
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|
By:
|
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Craig
J. Tuttle
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Chief
Executive Officer and
President
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{Signature
Page To Warrant}
9
Attachment
I
[FORM OF
EXERCISE NOTICE]
(TO BE
SIGNED ONLY ON EXERCISE OF WARRANT)
To: Transgenomic,
Inc.
|
Date:___________________
|
The undersigned, the Holder of the
within Warrant, hereby irrevocably elects to exercise this Warrant for, and to
purchase and subscribe for, _________ shares of Series A Convertible Preferred
Stock of Transgenomic, Inc. (the “Company”)
covered by this Warrant. The undersigned herewith makes payment of
$_______ thereof. The certificate(s) for such shares (the “Shares”)
shall be issued in the name of the undersigned as is specified
below:
|
(Name)
|
|
|
(Address)
|
The undersigned represents that: (i)
the aforesaid Shares are being acquired for the account of the undersigned for
investment and not with a view to, or for resale in connection with, the
distribution thereof and that the undersigned has no present intention of
distributing or reselling such shares; (ii) the undersigned is aware of the
Company’s business affairs and financial condition and has acquired sufficient
information about the Company to reach an informed and knowledgeable decision
regarding its investment in the Company; (iii) the undersigned is experienced in
making investments of this type and has such knowledge and background in
financial and business matters that the undersigned is capable of evaluating the
merits and risks of this investment and protecting the undersigned’s own
interests; (iv) the undersigned understands that the Shares issuable upon
exercise of this Warrant have not been registered under the Securities Act of
1933, as amended (the “Securities
Act”), by reason of a specific exemption from the registration provisions
of the Act, which exemption depends upon, among other things, the bona fide
nature of the investment intent as expressed herein, and, because such
securities have not been registered under the Securities Act, they must be held
indefinitely unless subsequently registered under the Securities Act or an
exemption from such registration is available; (v) the undersigned is aware that
the aforesaid Shares may not be sold pursuant to Rule 144 adopted under the
Securities Act unless certain conditions are met and until the undersigned has
held the shares for the number of years prescribed by Rule 144, that among the
conditions for use of Rule 144 is the availability of current information to the
public about the Company and the Company has not made such information available
and has no present plans to do so; and (vi) the undersigned agrees not to make
any disposition of all or any part of the aforesaid Shares unless and until
there is then in effect a registration statement under the Securities Act
covering such proposed disposition and such disposition is made in accordance
with said registration statement, or the undersigned has provided the Company
with an opinion of counsel satisfactory to the Company, stating that such
registration is not required.
|
Signature
(must conform to name of Holder as
|
specified
on the face of the Warrant)
|
Fed
Tax ID #
__________________________
|
[Signature
Pate to Exercise Notice]
Attachment
II
[FORM OF
REDEMPTION NOTICE]
(TO BE
SIGNED ONLY ON REDEMPTION OF WARRANT)
TO: Transgenomic,
Inc.
The undersigned, the Holder of the
within Warrant, hereby irrevocably elects, in accordance with and subject to the
provisions of Section 4(b) of such Warrant, to redeem, and to cause the
Company to redeem for shares of Series A Convertible Preferred Stock of
Transgenomic, Inc. (“Series A
Preferred”), such Warrant with respect to that portion of such Warrant
representing __________ * underlying shares of Series A Preferred. The undersigned requests
that the certificates for the shares of Series A Preferred issuable upon
redemption be issued in the name of, and delivered to
___________________________________,
whose
address is ____________________________________________.
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(Signature
must conform in all
|
respects
to name of Holder as
|
specified
on the face of the
|
Warrant)
|
|
|
(Address)
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Dated:
|
*Insert
here the number of underlying shares with respect to which the Warrant is being
redeemed.
Attachment
III
[FORM OF
ASSIGNMENT]
(TO BE
SIGNED ONLY ON TRANSFER OF WARRANT)
For value received the undersigned
hereby desires to sell, assign and transfer unto
_________________________________________________________________
_________________________________________________________________
Please print or typewrite name and
address of Assignee and include Fed Tax ID # of Assignee
_________________________________________________________________
the
within Warrant, and does hereby irrevocably constitute and appoint
______________________________ its attorney to transfer the within Warrant on
the books of the within named Company with full power of substitution on the
premises.
Dated:_________________________
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(Signature
must conform to name of Holder as
|
specified
on the face of the Warrant)
|
Signed in
the Presence of:
|