Exhibit 99.1
NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"), OR ANY STATE SECURITIES LAW, AND NEITHER THIS
WARRANT NOR SUCH SECURITIES MAY BE TRANSFERRED OR OTHERWISE DISPOSED OF
UNLESS THEY HAVE BEEN REGISTERED UNDER THE 1933 ACT OR SUCH SECURITIES
LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
THIS WARRANT IS TRANSFERABLE ONLY UPON THE PRIOR WRITTEN CONSENT OF THE
COMPANY.
SERACARE LIFE SCIENCES, INC.
WARRANT TO PURCHASE COMMON STOCK
No. W-1 Date: September 24, 2001
EXERCISABLE COMMENCING ON THE DATE OF ISSUANCE
HEREOF AND ENDING ON THE EXPIRATION DATE
SeraCare Life Sciences, Inc., a California corporation (the
"COMPANY"), certifies for value received that Probitas Pharma, S.A. is, subject
to and in accordance with the terms and conditions herein set forth, the
registered holder ("WARRANTHOLDER") of a warrant to purchase up to five hundred
sixty-three thousand three hundred forty-seven (563,347) shares (as adjusted
from time to time in accordance with this Warrant) (the "WARRANT SHARES"), of
the Company's common stock, no par value ("COMMON STOCK"), at an exercise price
determined as provided hereinafter (such exercise price per share as adjusted
from time to time being referred to herein as the "EXERCISE PRICE"), at any time
prior to the Expiration Date (as defined in SECTION 1) at the Company's
principal executive office, with the appropriate form of Notice of Exercise set
forth herein, duly executed and by paying in full the Exercise Price, plus
transfer taxes, if any payable by Warrantholder in accordance with Section 9, in
the manner set forth in SECTION 1.
1. EXERCISE; EXPIRATION AND TERMINATION.
1.1 Subject to adjustment pursuant to SECTION 3, the initial
Exercise Price shall be the average twenty day closing price of the Common Stock
following the Separation Date as defined in the Master Separation and
Distribution Agreement dated as of the date hereof between the Warrantholder and
the Company.
1.2 Unless earlier terminated pursuant to Section 1.9 below,
this Warrant may be exercised from time to time, in whole or in part, at the
Company's principal executive office from the date hereof until 5:00 p.m.,
California time, on the fifth anniversary of the date of issuance (the
"EXPIRATION DATE"), by delivering a duly completed and executed Notice of
Exercise in the form attached hereto (indicating the number of the Warrant
Shares to be purchased) and paying (subject to Section 1.7) the applicable
Exercise Price, plus transfer taxes,
if any payable by Warrantholder in accordance with Section 9, of the Warrant
Shares so purchased.
1.3 The Exercise Price shall be payable, at the option of the
Warrantholder, (i) by cash, cashier's check or wire transfer or (ii) by net
issue exercise as provided in SECTION 1.4.
1.4 In lieu of payment of the Exercise Price by cash,
cashier's check or wire transfer, the Warrantholder may elect to exchange all or
some of the Warrant for shares of Common Stock equal to the value of the amount
of the Warrant being exchanged on the date of exchange. If the Warrantholder
elects to exchange this Warrant as provided in this SECTION 1.4, the
Warrantholder will tender to the Company the Warrant for the amount being
exchanged, along with written notice of the Warrantholder's election to exchange
some or all of the Warrant, and the Company will issue to the Warrantholder the
number of shares of the Common Stock computed using the following formula:
X = Y (A-B)
-------
A
Where X = the number of shares of Common Stock to be issued to
the Warrantholder;
Y = the number of shares of Common Stock purchasable under the
amount of the Warrant being exchanged (as adjusted to the
date of such calculation);
A = the Fair Market Value (as defined in SECTION 1.5) of one
share of the Common Stock; and
B = Exercise Price (as adjusted to the date of such
calculation).
All references herein to an "exercise" of the Warrant will
include an exchange pursuant to this SECTION 1.4.
1.5 "Fair Market Value" of a share of Common Stock as of a
particular date means:
(A) If traded on a securities exchange or the Nasdaq National
Market, the Fair Market Value will be deemed to be the average of the closing
prices of the Common Stock of the Company on such exchange or market over the 5
business days ending immediately prior to the applicable date of valuation;
(B) If actively traded over-the-counter, the Fair Market Value
will be deemed to be the average of the closing bid prices over the 30-day
period ending immediately prior to the applicable date of valuation; and
(C) If there is no active public market, the Fair Market Value
will be the value thereof as determined in good faith by the audit committee of
the Board of Directors of the Company.
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1.6 "EASY SALE" EXERCISE. In lieu of the payment methods set
forth in Sections 1.3 and 1.4 above, when permitted by law and applicable
regulations (including Nasdaq and NASD rules), the Warrantholder may pay the
Exercise Price through a "same day sale" commitment from the Warrantholder (and
if applicable a broker-dealer that is a member of the National Association of
Securities Dealers (a "NASD Dealer")), whereby the Warrantholder irrevocably
elects to exercise this Warrant and to sell at least that number of Warrant
Shares so purchased to pay the Exercise Price for all of the Warrant Shares so
purchased and the Warrantholder (or, if applicable, the NASD Dealer) commits
upon sale (or, in the case of the NASD Dealer, upon receipt) of such Warrant
Shares to forward the Exercise Price directly to the Company, with any sale
proceeds in excess of the Exercise Price being for the benefit of the
Warrantholder.
1.7 HSR ACT. The Company hereby acknowledges that exercise of
this Warrant by Warrantholder may subject the Company and/or the Warrantholder
to the filing requirements of the HSR Act and that Warrantholder may be
prevented from exercising this Warrant until the expiration or early termination
of all waiting periods imposed by the HSR Act ("HSR Act Restrictions"). If on or
before the Expiration Date the Warrantholder has sent the Notice of Exercise to
Company and the Warrantholder has not been able to complete the exercise of this
Warrant prior to the Expiration Date because of HSR Act Restrictions, the
Warrantholder will be entitled to complete the process of exercising this
Warrant in accordance with the procedures contained herein notwithstanding the
fact that completion of the exercise of this Warrant would take place after the
Expiration Date.
1.8 EFFECTIVE DATE OF EXERCISE. This Warrant will be deemed to
have been exercised immediately prior to the close of business on the date of
its surrender for exercise as provided above. However, if the Warrantholder is
subject to HSR Act filing requirements this Warrant will be deemed to have been
exercised on the date immediately following the date of the expiration of all
HSR Act Restrictions. The person entitled to receive the shares of Common Stock
issuable upon exercise of this Warrant will be treated for all purposes as the
holder of record of such shares as of the close of business on the date the
Warrantholder is deemed to have exercised this Warrant.
1.9 TERMINATION. This Warrant will terminate upon a material
breach by Warrantholder of the Supply and Services Agreement, dated as of the
date hereof, by and between the Company and Warrantholder.
2. ISSUANCE OF SHARE CERTIFICATES. Subject to SECTION 1.1, upon
surrender of this Warrant, delivery of a duly completed and executed form of
Notice of Exercise and payment of the applicable Exercise Price, the Company
shall issue certificates representing the Warrant Shares ("SHARE CERTIFICATES")
in the name of the tendering Warrantholder or its designee and deliver the Share
Certificates to the tendering Warrantholder or its designee. In case of any
partial exercise of this Warrant, the Company will cancel this Warrant upon
surrender hereof and will execute and deliver a new Warrant of like tenor and
date for the balance of the Warrant Shares purchasable hereunder. If the
securities of the Company deliverable upon exercise of this Warrant have not
been registered for resale under the 1933 Act, any Share Certificate delivered
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shall bear appropriate private placement legends thereon, including, without
limitation, a legend in substantially the following form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933
ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE TRANSFERRED OR
OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THE 1933
ACT OR SUCH SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE."
3. ADJUSTMENTS TO EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The
Exercise Price and the number of Warrant Shares purchasable upon the exercise of
this Warrant are subject to adjustment from time to time upon the occurrence of
the events specified in this SECTION 3.
3.1 ADJUSTMENTS FOR STOCK SPLITS AND COMBINATIONS. If, while
this Warrant is outstanding, the Company effects a subdivision of the
outstanding Common Stock, the Exercise Price then in effect shall be
proportionately decreased and the number of Warrant Shares issuable
upon exercise of this Warrant shall be increased in proportion to such
increase of outstanding Common Stock, and conversely, if, while this
Warrant is outstanding, the Company combines the outstanding Common
Stock, the Exercise Price then in effect shall be proportionately
increased and the number of Warrant Shares issuable upon exercise of
this Warrant shall be decreased in proportion to such decrease in
outstanding Common Stock. Any adjustment under this SECTION 3.1 shall
become effective as of the record date for such event and if such
subdivision or combination is not consummated in full the Exercise
Price and the number of Warrant Shares shall be readjusted accordingly.
For purposes of this SECTION 3.1, a stock dividend shall be considered
a stock split.
3.2 ADJUSTMENT FOR RECLASSIFICATION, EXCHANGE AND
SUBSTITUTION. If the Warrant Shares issuable upon exercise of this
Warrant are changed into the same or a different number of shares of
the same or any other class or classes of stock, whether by
reclassification or otherwise (other than a subdivision or combination
of shares provided for in SECTION 3.1 or a capital reorganization,
merger or consolidation provided for in SECTION 3.3), or if all or any
portion of the class of securities then purchasable by this Warrant are
redeemed or cease to exist, then and in any such event the
Warrantholder shall have the right thereafter, upon exercise of this
Warrant, to receive in lieu of Warrant Shares the kind and amount of
stock and other securities or property receivable upon such
reclassification or other change, in an amount equal to the amount that
the Warrantholder would have been entitled to had this Warrant been
exercised to such extent prior to such event, and the Exercise Price
shall be proportionally adjusted, all subject to further adjustment as
set forth herein.
3.3 ADJUSTMENT FOR CAPITAL REORGANIZATION, MERGER OR
CONSOLIDATION. In case of any capital reorganization of the capital
stock of the Company (other than a combination, reclassification,
exchange or subdivision of shares otherwise
4
provided for herein), or any merger or consolidation of the Company
with or into another person or entity, or the sale of all or
substantially all the assets of the Company then, and in each such
case, as a part of such reorganization, merger, consolidation, sale or
transfer, lawful provision will be made so that the holder of this
Warrant will thereafter be entitled to receive upon exercise of this
Warrant, during the period specified herein and upon payment of the
Exercise Price then in effect, the number of shares of stock or other
securities or property of the successor person or entity resulting from
such reorganization, merger, consolidation, sale or transfer that a
holder of the shares deliverable upon exercise of this Warrant would
have been entitled to receive in such reorganization, consolidation,
merger, sale or transfer if this Warrant had been exercised immediately
before such reorganization, merger, consolidation, sale or transfer,
all subject to further adjustment as provided in this SECTION 3. The
foregoing provisions of this SECTION 3.3 will similarly apply to
successive reorganizations, consolidations, mergers, sales and
transfers and to the stock or securities of any other person or entity
that are at the time receivable upon the exercise of this Warrant. If
the per-share consideration payable to the holder hereof for shares in
connection with any such transaction is in a form other than cash or
marketable securities, then the value of such consideration will be
determined in good faith by the audit committee of the Company's Board
of Directors. In all events, appropriate adjustment (as determined in
good faith by the audit committee of the Company's Board of Directors)
will be made in the application of the provisions of this Warrant with
respect to the rights and interests of the Warrantholder after the
transaction, to the end that the provisions of this Warrant will be
applicable after that event, as near as reasonably may be, in relation
to any shares or other property deliverable after that event upon
exercise of this Warrant.
3.4 ADJUSTMENT FOR DIVIDENDS OR DISTRIBUTIONS OF STOCK OR
OTHER SECURITIES OR PROPERTY. In case the Company will make or issue,
or will fix a record date for the determination of eligible holders
entitled to receive, a dividend or other distribution with respect to
the Common Stock (or any shares of stock or other securities at the
time issuable upon exercise of the Warrant) payable in: (i) securities
of the Company (other than a stock dividend for which adjustment is
made pursuant to SECTION 3.1) or (ii) assets (excluding cash dividends
paid or payable solely out of retained earnings), then, in each such
case, the Warrantholder on exercise hereof at any time after the
consummation, effective date or record date of such dividend or other
distribution, will receive, in addition to the shares of Common Stock
(or such other stock or securities) issuable on such exercise prior to
such date, and without the payment of additional consideration
therefor, the securities or such other assets of the Company to which
such Warrantholder would have been entitled upon such date if such
Warrantholder had exercised this Warrant on the date hereof and had
thereafter, during the period from the date hereof to and including the
date of such exercise, retained such shares and/or all other additional
stock available by it as aforesaid during such period giving effect to
all adjustments called for by SECTION 3.
3.5 DETERMINATION OF ADJUSTMENT. Any determination as to
whether an adjustment is required to be made under SECTION 3 to (i) the
Exercise Price in effect hereunder, (ii) the number of Warrant Shares
issuable upon exercise of this Warrant, or (iii) as to the amount of
any such adjustment described in clauses (i) or (ii) of this SECTION
5
3.5, shall be binding upon the Warrantholder and the Company if made in
good faith by the audit committee of the Company's Board of Directors.
4. FRACTIONAL WARRANTS AND FRACTIONAL SHARES. The Company shall not be
required to issue fractional shares of Common Stock on the exercise of this
Warrant or issue fractions of warrants on any distribution of warrants to the
Warrantholder or distribute warrant certificates that evidence fractional
warrants. If more than one warrant shall be presented for exercise in full at
the same time by the same Warrantholder, the number of full shares of Common
Stock which shall be issuable upon the exercise thereof shall be computed on the
basis of the aggregate number of shares of Common Stock represented by the
warrants so presented. If any fraction of a share would, except for the
provisions of this SECTION 4, be issuable on the exercise of any warrant (or
specified portion thereof), the Company shall pay an amount in cash equal to the
same fraction of the then current fair market value of a full share of Common
Stock.
5. EXCHANGE OF WARRANT. Subject to SECTION 10, This Warrant may be
divided or combined upon request to the Company by the Warrantholder, into a
certificate or certificates representing the right to purchase the same
aggregate number of Warrant Shares. Unless the context indicates otherwise, the
term "WARRANTHOLDER" shall include any permitted transferee or transferees of
this Warrant and the term "WARRANT" shall include any and all warrants issued
upon division, exchange, substitution or transfer of this Warrant.
6. MUTILATED OR MISSING WARRANT. If this Warrant shall be mutilated,
lost, stolen or destroyed, the Company shall issue and deliver, in exchange and
substitution for and upon cancellation of the mutilated Warrant, or in lieu of
and substitution for the lost, stolen or destroyed Warrant, a new warrant of
like tenor, but only upon receipt of evidence reasonably satisfactory to the
Company of such loss, theft or destruction of this Warrant and an indemnity, if
requested, reasonably satisfactory to the Company. The applicant shall also
comply with such other reasonable regulations and pay such other reasonable
administrative charges as the Company may prescribe.
7. NO IMPAIRMENT. The Company will not hereafter reorganize, dissolve
or take any other voluntary action, a primary purpose or effect of which is to
avoid or seek to avoid the observance or performance of any of the terms of this
Warrant.
8. RESERVATION AND ISSUANCE OF WARRANT SHARES. The Company represents
and warrants that (i) there have been reserved, and the Company shall at all
times keep reserved so long as this Warrant remains outstanding, out of its
authorized capital a number of shares of Common Stock sufficient to provide for
the exercise of this Warrant, and (ii) the Common Stock issued upon exercise of
this Warrant will, upon issuance in accordance with the terms of this Warrant,
be duly and validly issued, fully paid and nonassessable shares of Common Stock.
9. PAYMENT OF TAXES. The Company will pay all documentary stamp taxes
attributable to the initial issuance of Common Stock issuable upon the exercise
of this Warrant; PROVIDED, HOWEVER, that the Company shall not be required to
pay any tax or other charges that may be payable in respect of any transfer
involved in the issuance of any warrants or any Share Certificates in a name
other than that of the Warrantholder of record, and the Company shall not be
required to issue or deliver such Share Certificates unless and until the person
or persons
6
requesting the issuance thereof shall have paid to the Company the amount of
such tax or shall have established to the reasonable satisfaction of the Company
that such tax has been paid.
10. RESTRICTIONS ON TRANSFER; ACCREDITED INVESTOR REPRESENTATIONS.
10.1 This Warrant may not be sold, transferred, assigned,
hypothecated or otherwise disposed of except with the prior written consent of
the Company. In addition to the restrictions on transfer of the Warrant in the
preceding sentence, absent an effective registration statement under the 1933
Act (and/or compliance with any applicable state securities law registration
requirements) covering the disposition of this Warrant or the Warrant Shares
issued or issuable upon exercise of this Warrant, neither this Warrant nor the
Warrant Shares issued or issuable upon exercise of this Warrant may be sold,
transferred, assigned, hypothecated or otherwise disposed of without first
providing the Company with evidence reasonably satisfactory to the Company that
such sale, transfer, assignment, hypothecation or other disposal will be exempt
from the registration and prospectus delivery requirements of applicable federal
and state securities laws and regulations.
10.2 The Warrantholder, by its acceptance hereof, represents,
warrants, covenants and agrees, and upon the exercise of this Warrant shall be
deemed to have represented, warranted, covenanted and agreed as of the date of
such exercise, that (i) the Warrantholder has sufficient knowledge of the
business and affairs of the Company and the Company has made available to the
Warrantholder or its agents all documents and information relating to an
investment in the Warrant Shares requested by or on behalf of the Warrantholder;
(ii) the Warrantholder is acquiring the Warrant Shares for investment for its
own account, and not with a view to or for sale in connection with any
distribution thereof; (iii) the Warrantholder understands that the Warrant
Shares to be purchased have not been registered pursuant to the 1933 Act or any
state securities laws, and the offer and sale of the Warrant Shares is intended
to be exempt from registration under the 1933 Act and under applicable state
securities laws, which exemption depends upon, among other things, the bona fide
nature of the investment intent and the accuracy of the Warrantholder's
representations as expressed herein; (iv) the Warrantholder was not organized or
reorganized for the purpose of purchasing the Warrant or the Warrant Shares; (v)
if the Warrant Shares are not listed for trading on a national securities
exchange or quoted on The Nasdaq Stock Market, the Warrantholder understands
that no public market exists for the Warrant Shares and that there is no
assurance that a public market will ever exist for the Warrant Shares; (vi) the
Warrantholder has such knowledge and experience in financial and business
matters so as to be capable of evaluating the merits and risks of its investment
in the Warrant Shares, and the Warrantholder is capable of bearing the economic
risks of such investment, including the risk of loss of its entire investment in
the Warrant Shares; and (vii) the Warrantholder is an "accredited investor" as
defined in Rule 501 promulgated by the Securities and Exchange Commission under
the 1933 Act.
11. NO RIGHTS AS A SHAREHOLDER. Nothing contained herein shall be
construed as conferring upon the Warrantholder any rights whatsoever as a
shareholder of the Company, including the right to vote, to receive dividends,
to consent or to receive notices as a shareholder in respect of any meeting of
shareholders for the election of directors of the Company or any other matter.
If, however, at any time prior to the expiration of this Warrant and prior to
its exercise, a dissolution, liquidation or winding up of the Company (other
than in connection with
7
a consolidation, merger or sale of its property, assets and business, as an
entirety) shall be proposed, then the Company shall give notice in writing of
such event to the Warrantholder at least 15 days prior to the date fixed as a
record date or the date of closing the transfer books or other applicable date
with respect thereto. Such notice shall specify such record date or the date of
closing the transfer books, as the case may be.
12. "MARKET STAND-OFF" AGREEMENT. Warrantholder hereby agrees that it
will not, to the extent requested by the Company and an underwriter of the
Common Stock (or other securities of the Company), sell or otherwise transfer or
dispose of any Warrant Shares in a market transaction during the 180-day period
following the effective date of a registration statement of the Company filed
under the 1933 Act; provided that the foregoing restrictions shall apply to
Warrantholder only if all executive officers and directors of the Company enter
into similar agreements. The underwriters in connection with an underwritten
public offering by the Company are intended third party beneficiaries of this
SECTION 12 and shall have the right, power and authority to enforce the
provisions hereof as though they were a party hereto. In order to enforce the
foregoing covenant, the Company may impose stop-transfer instructions with
respect to the Warrant Shares until the end of the 180-day period.
13. NOTICE. Any notice or other communication hereunder must be given
in writing and shall be deemed to have been given for all purposes (a) upon
personal delivery, (b) one business day after being sent, when sent by
professional overnight courier service from and to locations within the
continental United States, or (c) five days after posting when sent by
registered or certified mail (return receipt requested), addressed to the
Company or the Warrantholder as follows:
IF TO WARRANTHOLDER, ADDRESSED TO:
Name: Probitas Pharma, S.A.
Address: X/xx xx Xxxxxx, 00-00
Xxxxx Xxxxxx, Xx. 00
00000 Xxxxxxxxx
Xxxxx
Attn: Xx. Xxxxxx Grifols
Facsimile No: 34 93 571 0267
IF TO THE COMPANY, ADDRESSED TO:
SeraCare Life Sciences, Inc.
0000 Xxxxxxx xxx Xxx, Xxxxx X
Xxxxxxxxx, Xxxxxxxxxx 00000
Attn: President
Facsimile No: 000-000-0000
14. SUPPLEMENTS AND AMENDMENTS. Neither this Warrant nor any term
hereof may be changed or waived except pursuant to an instrument in writing
signed by the party against which enforcement of the change or waiver is sought.
8
15. SUCCESSORS. All the representations, warranties, agreements,
covenants and provisions of this Warrant by or for the benefit of the Company or
the Warrantholder shall bind and inure to the benefit of their respective
permitted successors and assigns hereunder.
16. GOVERNING LAW. This Warrant shall be governed by, interpreted
under, and construed and enforced in accordance with the internal laws, and not
the laws pertaining to conflicts or choice of laws, of the State of California.
17. BENEFITS OF THIS WARRANT. Nothing in this Warrant shall be
construed to give to any person or entity other than the Company and the
Warrantholder any legal or equitable right, remedy or claim under this Warrant;
and this Warrant shall be for the sole and exclusive benefit of the Company and
the Warrantholder.
18. INVALIDITY OF PROVISIONS. If any provision of this Warrant is or
becomes invalid, illegal or unenforceable in any respect, such provision shall
be deemed amended to the extent necessary to cause it to express the intent of
the parties to the maximum possible extent and be valid, legal and enforceable.
The invalidity or deemed amendment of such provision shall not affect the
validity, legality or enforceability of any other provision hereof.
19. SECTION HEADINGS. The section headings contained in this Warrant
are for convenience only and shall be without substantive meaning or content.
9
IN WITNESS WHEREOF, the Company has caused this Warrant to be
duly executed as of the day and year first above written.
SERACARE LIFE SCIENCES, INC.
By: /s/ Xxxxx X. Xxxxxxx
--------------------------
Name: Xxxxx X. Xxxxxxx
--------------------------
Title: Secretary
--------------------------
ACCEPTED AND AGREED TO:
PROBITAS PHARMA, S.A.
Name of Warrantholder
By: /s/ Xxxxxx Grifols
-----------------------------
Name: Xxxxxx Grifols
-----------------------------
Title: Chief Executive Officer
-----------------------------
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EXHIBIT A
NOTICE OF EXERCISE
(TO BE EXECUTED UPON EXERCISE OF WARRANT)
[ ] WARRANT NO. ___
The undersigned hereby irrevocably elects to exercise the
right of purchase represented by the within Warrant Certificate for, and to
purchase thereunder, the securities of SeraCare Life Sciences, Inc., as provided
for therein, and (check the applicable box):
|_| Tenders herewith payment of the exercise price in full in the
form of cash or a certified or official bank check in same-day
funds in the amount of $____________ for _________ such
securities.
|_| Elects the Net Issue Exercise option pursuant to Section 1.4
of the Warrant, and accordingly requests delivery of a net of
______________ of such securities, according to the following
calculation:
X = Y (A-B) ( ) = (____) [(_____) - (_____)]
-------
A (_____)
Where X = the number of shares of Common Stock to be issued to
Warrantholder.
Y = the number of shares of Common Stock purchasable under the
amount of the Warrant being exchanged (as adjusted to the date
of such calculation).
A = the Fair Market Value of one share of the Company's Common
Stock.
B = Exercise Price (as adjusted to the date of such
calculation).
Please issue a certificate or certificates for such securities
in the name of, and pay any cash for any fractional share to (please print name,
address and social security number):
Name: ____________________________________
Address: ____________________________________
Warrantholder:
-------------------------------------
Print name
_____________________________________ Executed as of ____________, ____.
Signature
(Signature must conform in all respects to name of holder as specified on the
face of the Warrant tendered with this Notice of Exercise.)
A-1
