EXHIBIT 4.4
EXECUTION COPY
THIS WARRANT, AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS
WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND NEITHER THIS
WARRANT, SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE
SECURITIES LAWS OR PURSUANT TO A WRITTEN OPINION OF COUNSEL SATISFACTORY
TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
THIS WARRANT SHALL BE VOID AFTER 5:00 P.M. MOUNTAIN TIME ON DECEMBER 1,
2008 (THE "EXPIRATION DATE").
No. SC-1 December 1, 2005
CANYON RESOURCES CORPORATION
SERIES C WARRANT TO PURCHASE COMMON STOCK
THIS CERTIFIES THAT, for value received, X. X. Xxxxxxxxxx & Co., Inc.
("Warrantholder"), is entitled to purchase, subject to the provisions of this
Warrant, from Canyon Resources Corporation, a Delaware corporation ("Company"),
at any time beginning December 1, 2005 and not later than 5:00 P.M., Mountain
time, on the Expiration Date (as defined above) (the "Exercise Period"), at an
exercise price per share initially equal to $0.76 (the exercise price in effect
being herein called the "Warrant Price"), 231,000 shares ("Warrant Shares") of
the Company's common stock, par value $0.01 per share ("Common Stock"). The
number of Warrant Shares purchasable upon exercise of this Warrant and the
Warrant Price shall be subject to adjustment from time to time as described
herein. Notwithstanding any other provision hereof, the Company, in its sole
discretion, may reduce the Warrant Price at any time and for such periods of
time as the Company deems advisable.
Section 1. Registration. The Company shall maintain books for the transfer
and registration of the Warrant. Upon the initial issuance of this Warrant, the
Company shall issue and register the Warrant in the name of the Warrantholder.
The Company may deem and treat the registered holder of the Warrant as the
absolute owner hereof for the purpose of any exercise or any distribution to
such holder and for all other purposes, absent actual notice to the contrary.
Section 2. Exercise of Warrant. (a) Subject to the provisions hereof, the
Warrantholder may exercise this Warrant in whole or in part at any time during
the Exercise Period upon surrender of the Warrant, together with delivery of the
duly executed Warrant exercise form attached hereto as APPENDIX A (the "Exercise
Agreement") and payment by (i) cash, certified check or wire transfer of funds
for the aggregate Warrant Price for that number of Warrant Shares then being
purchased to the Company during normal business hours on any
business day at the Company's principal executive offices (or such other office
or agency of the Company as it may designate by notice to the Warrantholder),
(ii) by "cashless exercise" in accordance with the provisions of subsection (b)
of this Section 2, but only when a registration statement under the Securities
Act of 1933, as amended (the "Act"), providing for the resale of the Warrant
Shares is not then in effect, or (iii) by a combination of the foregoing methods
of payment selected by the Warrantholder, but only to the extent the foregoing
clause (ii) is applicable. The Warrant Shares so purchased shall be deemed to be
issued to the Warrantholder or the Warrantholder's designee, as the record owner
of such shares, as of the close of business on the date on which this Warrant
shall have been surrendered (or the Warrantholder shall have delivered evidence
of loss, theft or destruction thereof and security or indemnity satisfactory to
the Company), the Warrant Price shall have been paid and the completed Exercise
Agreement shall have been delivered. Certificates for the Warrant Shares so
purchased, representing the aggregate number of shares specified in the Exercise
Agreement shall be delivered to the Warrantholder within a reasonable time, not
exceeding three (3) business days (the "Delivery Date"), after this Warrant
shall have been so exercised. The certificates so delivered shall be in such
denominations as may be requested by the Warrantholder and shall be registered
in the name of the Warrantholder or such other name as shall be designated by
the Warrantholder. If this Warrant shall have been exercised only in part, then,
unless this Warrant has expired, the Company shall, at its expense, at the time
of delivery of such certificates, deliver to the Warrantholder a new Warrant
representing the number of shares with respect to which this Warrant shall not
then have been exercised. As used herein, "business day" means a day, other than
a Saturday or Sunday, on which national banks in Colorado are open for the
general transaction of business.
(b) Cashless Exercise. Notwithstanding any provisions herein to the
contrary and commencing one (1) year following the issuance date of this
Warrant, if (i) the closing bid price of one share of Common Stock is greater
than the Warrant Price (at the date of calculation as set forth below) and (ii)
a registration statement under the Act, providing for the resale of the Warrant
Shares is not then in effect, in lieu of exercising this Warrant by payment of
cash, the Warrantholder may exercise this Warrant by a cashless exercise and
shall receive the number of shares of Common Stock equal to an amount (as
determined below) by surrender of this Warrant at the principal office of the
Company together with the properly endorsed Exercise Agreement in which event
the Company shall issue to the Warrantholder a number of shares of Common Stock
computed using the following formula:
X = Y - (A)(Y)/B
Where X = the number of shares of Common Stock to be issued to the
Warrantholder.
Y = the number of shares of Common Stock purchasable upon
exercise of all of the Warrant or, if only a portion of the
Warrant is being exercised, the portion of the Warrant being
exercised.
A = the Warrant Price.
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B = the closing bid price of one share of Common Stock.
(c) Compensation for Buy-In on Failure to Timely Deliver
Certificates Upon Exercise. In addition to any other rights available to the
Warrantholder, if the Company fails to cause its transfer agent to transmit to
the Warrantholder a certificate or certificates representing the Warrant Shares
pursuant to an exercise on or before the Delivery Date, and if after such date
the Warrantholder is required by its broker to purchase (in an open market
transaction or otherwise) shares of Common Stock to deliver in satisfaction of a
sale by the Warrantholder of the Warrant Shares which the Warrantholder
anticipated receiving upon such exercise (a "Buy-In"), then the Company shall
(1) pay in cash to the Warrantholder the amount by which (x) the Warrantholder's
total purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the
number of shares of Warrant Stock that the Company was required to deliver to
the Warrantholder in connection with the exercise at issue times (B) the price
at which the sell order giving rise to such purchase obligation was executed,
and (2) at the option of the Warrantholder, either reinstate the portion of the
Warrant and equivalent number of shares of Warrant Stock for which such exercise
was not honored or deliver to the Warrantholder the number of shares of Common
Stock that would have been issued had the Company timely complied with its
exercise and delivery obligations hereunder. For example, if the Warrantholder
purchases Common Stock having a total purchase price of $11,000 to cover a
Buy-In with respect to an attempted exercise of shares of Common Stock with an
aggregate sale price giving rise to such purchase obligation of $10,000, under
clause (1) of the immediately preceding sentence the Company shall be required
to pay the Warrantholder $1,000. The Warrantholder shall provide the Company
written notice indicating the amounts payable to the Warrantholder in respect of
the Buy-In, together with applicable confirmations and other evidence reasonably
requested by the Company. Nothing herein shall limit a Warrantholder's right to
pursue any other remedies available to it hereunder, at law or in equity
including, without limitation, a decree of specific performance and/or
injunctive relief with respect to the Company's failure to timely deliver
certificates representing shares of Common Stock upon exercise of this Warrant
as required pursuant to the terms hereof.
(d) Notwithstanding anything herein to the contrary, in no event
shall the Warrantholder be entitled to exercise any portion of this Warrant in
excess of that portion of this Warrant upon exercise of which the sum of (1) the
number of shares of Common Stock beneficially owned by the Warrantholder and its
Affiliates (other than shares of Common Stock which may be deemed beneficially
owned through the ownership of the unexercised portion of this Warrant or the
unexercised or unconverted portion of any other security of the Warrantholder
subject to a limitation on conversion analogous to the limitations contained
herein) and (2) the number of shares of Common Stock issuable upon the exercise
of the portion of this Warrant with respect to which the determination of this
proviso is being made, would result in beneficial ownership by the Warrantholder
and its Affiliates of more than 9.99% of the then outstanding shares of Common
Stock. As used herein, the term "Affiliate" means any person or entity that,
directly or indirectly through one or more intermediaries, controls or is
controlled by or is under common control with a person or entity, as such terms
are used in and construed under Rule 144 under the Act. For purposes of the
proviso to the immediately preceding sentence, beneficial ownership shall be
determined in accordance with Section 13(d)
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of the Securities Exchange Act of 1934, as amended, and Regulations 13D-G
thereunder, except as otherwise provided in clause (1) of such proviso.
Section 3. Compliance with the Securities Act of 1933. The Company shall
cause the legend set forth on the first page of this Warrant to be set forth on
each Warrant or similar legend on any security issued or issuable upon exercise
of this Warrant, unless counsel for the Company is of the opinion as to any such
security that such legend is unnecessary.
Section 4. Mutilated or Missing Warrants. In case this Warrant shall be
mutilated, lost, stolen, or destroyed, the Company shall issue in exchange and
substitution of and upon cancellation of the mutilated Warrant, or in lieu of
and in substitution for the Warrant lost, stolen or destroyed, a new Warrant of
like tenor and for the purchase of a like number of Warrant Shares, but only
upon receipt of evidence reasonably satisfactory to the Company of such loss,
theft or destruction of the Warrant, and with respect to a lost, stolen or
destroyed Warrant, reasonable indemnity or bond with respect thereto, if
requested by the Company.
Section 5. Reservation of Common Stock. The Company hereby represents and
warrants that there has been reserved, and the Company shall at all applicable
times keep reserved until issued (if necessary) as contemplated by this Section
5, out of the authorized and unissued shares of Common Stock, sufficient shares
to provide for the exercise of the rights of purchase represented by this
Warrant. The Company agrees that all Warrant Shares issued upon due exercise of
the Warrant shall be, at the time of delivery of the certificates for such
Warrant Shares, duly authorized, validly issued, fully paid and non-assessable
shares of Common Stock of the Company.
Section 6. Adjustments. Subject and pursuant to the provisions of this
Section 6, the Warrant Price and number of Warrant Shares subject to this
Warrant shall be subject to adjustment from time to time as set forth
hereinafter.
(a) If the Company shall, at any time or from time to time while
this Warrant is outstanding, pay a dividend or make a distribution on its Common
Stock in Common Stock, subdivide its outstanding shares of Common Stock into a
greater number of shares or combine its outstanding Common Stock into a smaller
number of shares or issue by reclassification of its outstanding Common Stock
any shares of its capital stock (including any such reclassification in
connection with a consolidation or merger in which the Company is the continuing
corporation), then the number of Warrant Shares purchasable upon exercise of
this Warrant and the Warrant Price in effect immediately prior to the date upon
which such change shall become effective, shall be adjusted by the Company so
that the Warrantholder thereafter exercising this Warrant shall be entitled to
receive the number of shares of Common Stock or other capital stock which the
Warrantholder would have received if this Warrant had been exercised immediately
prior to such event upon payment of a Warrant Price that has been adjusted to
reflect a fair allocation of the economics of such event to the Warrantholder.
Such adjustments shall be made successively whenever any event listed above
shall occur.
(b) If any capital reorganization, reclassification of the capital
stock of the Company, consolidation or merger of the Company with another
corporation in which the
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Company is not the survivor, or sale, transfer or other disposition of all or
substantially all of the Company's assets to another corporation shall be
effected, then, as a condition of such reorganization, reclassification,
consolidation, merger, sale, transfer or other disposition, lawful and adequate
provision shall be made whereby each Warrantholder shall thereafter have the
right to purchase and receive upon the basis and upon the terms and conditions
herein specified and in lieu of the Warrant Shares immediately theretofore
issuable upon exercise of the Warrant, such shares of stock, securities or
assets as would have been issuable or payable with respect to or in exchange for
a number of Warrant Shares equal to the number of Warrant Shares immediately
theretofore issuable upon exercise of the Warrant, had such reorganization,
reclassification, consolidation, merger, sale, transfer or other disposition not
taken place, and in any such case appropriate provision shall be made with
respect to the rights and interests of each Warrantholder to the end that the
provisions hereof (including, without limitation, provision for adjustment of
the Warrant Price) shall thereafter be applicable, as nearly equivalent as may
be practicable in relation to any shares of stock, securities or assets
thereafter deliverable upon the exercise hereof. The Company shall not effect
any such consolidation, merger, sale, transfer or other disposition unless prior
to or simultaneously with the consummation thereof the successor corporation (if
other than the Company) resulting from such consolidation or merger, or the
corporation purchasing or otherwise acquiring such assets or other appropriate
corporation or entity shall assume the obligation to deliver to the
Warrantholder, at the last address of the Warrantholder appearing on the books
of the Company, such shares of stock, securities or assets as, in accordance
with the foregoing provisions, the Warrantholder may be entitled to purchase,
and the other obligations under this Warrant. The provisions of this paragraph
(b) shall similarly apply to successive reorganizations, reclassifications,
consolidations, mergers, sales, transfers or other dispositions.
(c) In case the Company shall fix a payment date for the making of a
distribution to all holders of Common Stock (including any such distribution
made in connection with a consolidation or merger in which the Company is the
continuing corporation) of evidences of indebtedness or assets (other than cash
dividends or cash distributions payable out of consolidated earnings or earned
surplus or dividends or distributions referred to in Section 6(a)), or
subscription rights or warrants, the Warrant Price to be in effect after such
payment date shall be determined by multiplying the Warrant Price in effect
immediately prior to such payment date by a fraction, the numerator of which
shall be the total number of shares of Common Stock outstanding multiplied by
the Market Price per share of Common Stock immediately prior to such payment
date, less the aggregate fair market value (as determined by the Company's Board
of Directors in good faith) of such assets or evidences of indebtedness so
distributed, or of such subscription rights or warrants, and the denominator of
which shall be the total number of shares of Common Stock outstanding multiplied
by such Market Price per share of Common Stock immediately prior to such payment
date. "Market Price" as of a particular date (the "Valuation Date") shall mean
the following: (a) if the shares of Common Stock are then listed on a national
stock exchange, the Market Price shall be the average of the closing sale price
of the Common Stock on such exchange on the twenty (20) trading days prior to
the Valuation Date, provided that if the Common Stock has not traded in the
prior twenty (20) trading sessions, the Market Price shall be the average
closing sale price of the Common Stock in the most recent twenty (20) trading
sessions during which the Common Stock has traded; (b) if the shares of Common
Stock are then quoted on The Nasdaq Stock Market, Inc. ("Nasdaq"), the National
Association of
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Securities Dealers, Inc. OTC Bulletin Board (the "Bulletin Board") or such
similar exchange or association, the Market Price shall be the average of the
closing sale price of the Common Stock on Nasdaq, the Bulletin Board or such
other exchange or association on the twenty (20) trading days prior to the
Valuation Date, provided that if the Common Stock has not traded in the prior
twenty (20) trading sessions, the Market Price shall be the average closing sale
price of the Common Stock in the most recent twenty (20) trading sessions during
which the Common Stock has traded; or (c) if the shares of Common Stock are not
then listed on a national stock exchange or quoted on Nasdaq, the Bulletin Board
or such other exchange or association, the fair market value of the Common Stock
as of the Valuation Date, shall be determined in good faith by the Board of
Directors of the Company. If the shares of Common Stock are not then listed on a
national securities exchange, the Bulletin Board or such other exchange or
association, the Board of Directors of the Company shall respond promptly, in
writing, to an inquiry by the Warrantholder prior to the exercise hereunder as
to the fair market value of the Common Stock as determined by the Board of
Directors of the Company. Such adjustment shall be made successively whenever
such a payment date is fixed.
(d) An adjustment to the Warrant Price shall become effective
immediately after the payment date in the case of each dividend or distribution
referred to in paragraph (c) hereof and immediately after the effective date of
each other event referred to in paragraphs (a) or (b) hereof which requires an
adjustment.
(e) Notwithstanding any provision herein to the contrary, no
adjustment in the Warrant Price shall be required unless such adjustment would
require an increase or decrease of at least 1% in the Warrant Price; provided,
however, that any adjustments which by reason of this subsection (e) are not
required to be made shall be carried forward and taken into account in any
subsequent adjustment. All calculations under this Section 6 shall be made to
the nearest cent or the nearest one-hundredth of a share, as the case may be.
(f) In the event that, as a result of an adjustment made pursuant to
this Section 6, the Warrantholder shall become entitled to receive any shares of
capital stock of the Company other than Common Stock, the number of such other
shares so receivable upon exercise of this Warrant shall be subject thereafter
to adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Warrant Shares contained in
this Warrant.
Section 7. Fractional Interest. The Company shall not be required to issue
fractions of Warrant Shares upon the exercise of this Warrant. If any fractional
share of Common Stock would, except for the provisions of the first sentence of
this Section 7, be deliverable upon such exercise, the Company, in lieu of
delivering such fractional share, shall pay to the exercising Warrantholder an
amount in cash equal to the Market Price of such fractional share on the date of
exercise.
Section 8. Benefits. Nothing in this Warrant shall be construed to give
any person, firm or corporation (other than the Company and the Warrantholder)
any legal or equitable right, remedy or claim, it being agreed that this Warrant
shall be for the sole and exclusive benefit of the Company and the
Warrantholder.
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Section 9. Notices to Warrantholder. Upon the happening of any event
requiring an adjustment of the Warrant Price, the Company shall promptly give
written notice thereof to the Warrantholder at the address appearing in the
records of the Company, stating the adjusted Warrant Price and the adjusted
number of Warrant Shares resulting from such event and setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based. Failure to give such notice to the Warrantholder or any
defect therein shall not affect the legality or validity of the subject
adjustment.
Section 10. Identity of Transfer Agent. The Transfer Agent for the Common
Stock is Computershare Trust Company, Inc. Upon the appointment of any
subsequent transfer agent for the Common Stock or other shares of the Company's
capital stock issuable upon the exercise of the rights of purchase represented
by the Warrant, the Company will mail to the Warrantholder a statement setting
forth the name and address of such transfer agent.
Section 11. Notices. Unless otherwise provided, any notice required or
permitted under this Warrant shall be given in writing and shall be deemed
effectively given as hereinafter described on the earlier of (i) if given by
personal delivery, then such notice shall be deemed given upon such delivery,
(ii) if given by facsimile or electronic mail, then such notice shall be deemed
given upon receipt of confirmation of complete transmittal, (iii) if given by
mail, then such notice shall be deemed given upon the earlier of (A) receipt of
such notice by the recipient or (B) three (3) days after such notice is
deposited in first class mail, postage prepaid, (iv) if given by an
internationally recognized overnight air courier, then such notice shall be
deemed given one business day after delivery to such carrier, and (v) upon
actual receipt by the party to whom the notice is required to be given. All
notices shall be addressed as follows: if to the Warrantholder, at its address
as set forth in the Company's books and records and, if to the Company, at the
address as follows, or at such other address as the Warrantholder or the Company
may designate by ten (10) days' advance written notice to the other:
If to the Company:
Canyon Resources Corporation
00000 Xxxxxx Xxxx Xxxxxxx; Xxxxx 000
Xxxxxx, XX 00000
Attn: Xxxxx K. B. Xxxxxxx
Fax: (000) 000-0000
With a copy to:
Xxxxx & Xxxxxxx L.L.P.
One Xxxxx Center, Suite 1500
0000 Xxxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxx Xxxxxx or Xxxxxxx X. Xxxxxxx
Fax: (000) 000-0000
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Section 12. Registration Rights. The initial Warrantholder is entitled to
the benefit of certain registration rights with respect to the Common Stock
issuable upon the exercise of this Warrant as provided in that certain
Subscription Agreement, dated as of even date hereof, by and between the Company
and the Warrantholder, and any subsequent Warrantholder may be entitled to such
rights.
Section 13. Successors. All the covenants and provisions hereof by or for
the benefit of the Warrantholder shall bind and inure to the benefit of its
respective successors and assigns hereunder.
Section 14. Assignment. The Warrantholder may transfer its rights
hereunder, in whole or in part, to any other person provided that written notice
is given to the Company of any such transfer and such transfer is in accordance
with applicable law and the legends contained on the face page of this Warrant.
Upon surrender of the Warrant, together with delivery of the duly executed
Warrant assignment form attached hereto as APPENDIX B (the "Assignment
Agreement"), of a transfer of any portion of this Warrant in accordance with the
preceding sentence, the Company shall promptly deliver to a transferee a Warrant
in the form hereof exercisable for the number of Warrant Shares the right of
which to purchase has been transferred.
Section 15. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.
This Warrant shall be governed by, and construed in accordance with, the
internal laws of the State of Colorado, without reference to the choice of law
provisions thereof. The Company and, by accepting this Warrant, the
Warrantholder, each irrevocably submits to the exclusive jurisdiction of the
courts of the State of Colorado located in Denver County and the United States
District Court for the District of Colorado for the purpose of any suit, action,
proceeding or judgment relating to or arising out of this Warrant and the
transactions contemplated hereby. The Company and, by accepting this Warrant,
the Warrantholder, each irrevocably consents to the jurisdiction of any such
court in any such suit, action or proceeding and to the laying of venue in such
court. The Company and, by accepting this Warrant, the Warrantholder, each
irrevocably waives any objection to the laying of venue of any such suit, action
or proceeding brought in such courts and irrevocably waives any claim that any
such suit, action or proceeding brought in any such court has been brought in an
inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE
WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY
LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN
CONSULTED SPECIFICALLY AS TO THIS WAIVER.
Section 16. No Rights as Stockholder. Prior to the exercise of this
Warrant, the Warrantholder shall not have or exercise any rights as a
stockholder of the Company by virtue of its ownership of this Warrant.
Section 17. Modification and Waiver. This Warrant and any provision hereof
may be changed, waived, discharged or terminated only by an instrument in
writing signed by the Company and the then current Warrantholder, and such
change, waiver, discharge or termination shall be binding on all future
Warrantholders.
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Section 18. Section Headings. The section headings in this Warrant are for
the convenience of the Company and the Warrantholder and in no way alter,
modify, amend, limit or restrict the provisions hereof.
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the Company has caused this Series C Warrant to be
duly executed, as of the 1st day of December, 2005.
CANYON RESOURCES CORPORATION
By:________________________________________
Name: Xxxxx K. B. Hesketh
Title: President and CEO
Signature Page to Series C Warrant
APPENDIX A
ELECTION TO PURCHASE
The undersigned hereby irrevocably elects to exercise Series C Warrants
represented by this Series C Warrant and to purchase ___________ shares of
Common Stock of Canyon Resources Corporation upon the exercise of such Series C
Warrants, and requests that Certificates for such shares be issued and delivered
as follows:
ISSUE TO:
______________________________________________
(Name)
______________________________________________
(Address, Including Zip Code)
______________________________________________
(Social Security or Tax Identification Number)
DELIVER TO:
______________________________________________
(Name)
______________________________________________
(Address, Including Zip Code)
In payment of the purchase price for Common Stock of Canyon Resources
Corporation the undersigned hereby (a) tenders payment of $ in accordance with
Section 2(a) of the Warrant. If the number of Warrant Shares hereby exercised is
fewer than all the Warrant Shares represented by this Warrant, the undersigned
requests that a new Warrant representing the number of full Warrant Shares not
exercised to be issued and delivered as set forth below, in accordance with
Section 2(a) of the Warrant:
Name of Holder or Assignee: _____________________________
(Please Print)
SAddress: ______________________________________________________
______________________________________________________
Signature: ________________________________ DATED: _________________, 20__
(Signature must conform in all respects to name of holder as specified on the
fact of this Series C Warrant)
Signature Guaranteed: ___________________________________________
APPENDIX B
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto the Assignee named below all of the rights of the undersigned represented
by the within the Series C Warrant, with respect to the number of Warrant Shares
set forth below:
Taxpayer
Number of Identification
Name of Assignee Address Warrant Shares Number
---------------- ------- -------------- ---------------
and does hereby irrevocably constitute and appoint ___________________,
Attorney, to make such transfer on the Warrant Register maintained at the
principal office of the Company with full power of substitution in the premises.
Signature: _____________________________ DATED: ________________________, 20__
(Signature must conform in all respects to name of holder as specified on the
fact of this Series C Warrant)
Signature Guaranteed: _________________________________________________________
