CHINA AOXING PHARMACEUTICAL COMPANY, INC.
(a Florida corporation)
SERIES B WARRANT
FOR THE PURCHASE OF _________
SHARES OF COMMON STOCK, $0.001 PAR VALUE
THIS WARRANT WILL BE VOID
AFTER 5:00 P.M. EASTERN STANDARD TIME
ON THE FIFTH ANNIVERSARY OF THE EFFECTIVE DATE
OF THE REGISTRATION STATEMENT REFERRED
TO IN SECTION 5(a)(iii) HEREOF
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR WITH THE SECURITIES COMMISSION OF ANY STATE
UNDER ANY APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS. THESE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE
TRANSFERRED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR
OTHER COMPLIANCE UNDER THE ACT OR THE LAWS OF THE APPLICABLE STATE OR A
"NO ACTION" OR INTERPRETIVE LETTER FROM THE SECURITIES AND EXCHANGE
COMMISSION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
ISSUER AND ITS COUNSEL TO THE EFFECT THAT THE SALE OR TRANSFER IS
EXEMPT FROM REGISTRATION UNDER THE ACT AND SUCH STATE STATUTES.
THIS WARRANT (this "Warrant") certifies that, for value received
______________________________________________________, or registered
assigns (the "Holder" or "Holders"), is entitled, at any time or from
time to time during the Exercise Period to subscribe for, purchase, and
receive at a price of $3.50 per share (the "Exercise Price")
__________________________________ (________) shares ("Shares") of
fully paid and nonassessable Common Stock, $.001 par value (the "Common
Stock") of China Aoxing Pharmaceutical Company, Inc., a Florida
corporation (the "Company"). The number of shares of Common Stock to
be received on exercise of this Warrant and the Exercise Price may be
adjusted on the occurrence of certain events as described herein. The
"Exercise Period" will commence on the date of issuance of this Warrant
and will terminate at 5:00 p.m. Eastern Standard Time on the fifth
anniversary of the effective date of the registration statement
referred to in Section 5(a)(iii) hereof (the "Expiration Date"). If the
rights represented hereby are not exercised by 5:00 p.m. Eastern
Standard on the "Expiration Date", this Warrant shall automatically
become void and of no further force or effect, and all rights
represented hereby shall cease and expire.
Subject to the terms set forth herein this Warrant may be
assigned by the Holder in whole or in part by execution of the form of
assignment attached hereto, or may be exercised by the Holder in whole
or in part by execution of the form of exercise attached hereto and
payment of the Exercise Price in the manner described above, all
subject to the terms hereof.
1. Exercise of Warrants. This Warrant may be exercised by
the Holder hereof, in whole or in part from time to time, by the
surrender of this Warrant, with the notice of exercise in the form
attached duly executed, at the address of the Company provided below
for giving notices, accompanied by payment to the Company, by cash or
check, of an amount equal to the Exercise Price per Share multiplied by
the number of shares then being purchased. On the exercise of all or
any portion of this Warrant in the manner provided herein, the Holder
exercising the same shall be deemed to have become a holder of record
of the Shares as to which this Warrant is exercised for all purposes,
and certificates for the securities so purchased shall be delivered to
the Holder within a reasonable time, but in no event longer than ten
(10) days after this Warrant shall have been exercised as set forth
above. If this Warrant shall be exercised in respect to only a part of
the Shares covered hereby, the Holder shall be entitled to receive a
similar Warrant of like tenor and date covering the number of Shares
with respect to which this Warrant shall not have been exercised. The
Holder shall have the rights of a shareholder only with respect to
Shares fully paid for by the Holder under this Warrant.
2. Call Provision. At any time after a registration statement
filed with the United States Securities and Exchange Commission to
register the common stock shares underlying the warrants has been
declared effective, the Company has the exclusive right to call the
exercise of the Warrant in its sole discretion at a price of one cent
($0.01) per share if the Common Stock underlying the Warrant has a
closing bid price equal to or greater than two hundred percent (200%)
of the exercise price of the warrant for five (5) consecutive trading
days with a minimum per day trading volume of fifty thousand (50,000)
shares. The Company shall provide the Holder with written notice of
its intent to exercise the Call Provision contained in this Section 2
and allow the Holder up to forty (40) days to exercise the Warrant.
Upon expiration of the forty (40) day period the Company will call and
cancel the Warrants.
3. Assignment of Warrants. The Holder may transfer this
Warrant, in whole or in part, by executing the form of assignment
attached hereto and delivering such assignment and the Warrant so
assigned to the assignee. In the event this Warrant is assigned in the
manner provided herein, the Company, upon request and upon surrender of
this Warrant by the Holder at the principal office of the Company
accompanied by payment of all transfer taxes, if any, payable in
connection therewith, shall transfer this Warrant on the books of the
Company. If the assignment is in whole, the Company shall execute and
deliver a new Warrant or Warrants of like tenor to this Warrant to the
appropriate assignee expressly evidencing the right to purchase the
aggregate number of Shares purchasable hereunder; and if the assignment
is in part, the Company shall execute and deliver to the appropriate
assignee a new Warrant or Warrants of like tenor expressly evidencing
the right to purchase the portion of the aggregate number of Shares as
shall be contemplated by any such agreement, and shall concurrently
execute and deliver to the Holder a new Warrant of like tenor to this
Warrant evidencing the right to purchase the remaining portion of the
Shares purchasable hereunder which have not been transferred to the
assignee.
4. Fully Paid Shares. The Company covenants and agrees that
the Shares of Common Stock which may be issued on the exercise of this
Warrant will, on issuance pursuant to the terms of this Warrant, be
fully paid and nonassessable, and free from all taxes, liens, and
charges with respect to the issue thereof. The Company further
covenants and agrees that during the period within which the rights
represented by this Warrant may be exercised, the Company will have
authorized and reserved a sufficient number of Shares of Common Stock
to provide for the exercise of the rights represented by this Warrant.
5. Adjustment of Exercise Price and Number of Shares.
(a) The number of Shares purchasable on the exercise of
this Warrant and the Exercise Price shall be adjusted
appropriately from time to time as follows:
(i) In the event the Company shall declare a
dividend or make any other distribution on any capital
stock of the Company payable in Common Stock, rights to
purchase Common Stock, or securities convertible into
Common Stock (hereinafter "Convertible Securities") or
shall subdivide its outstanding shares of Common Stock into
a greater number of shares or combine such outstanding
stock into a smaller number of shares, then in each such
event, the number of Shares subject to this Warrant shall
be adjusted so that the holder shall be entitled to
purchase the kind and number of Shares of Common Stock or
other securities of the Company which it would have owned
or have been entitled to receive after the happening of any
of the events described above, had such Warrant been
exercised immediately prior to the happening of such event
or any record date with respect thereto; an adjustment made
pursuant to this paragraph (a) shall become effective
immediately after the effective date of such event
retroactive to the record date for such event.
(ii) In case the Company shall issue shares of its
Common Stock (excluding the issuance of (i) Common Stock or
Convertible Securities issued in any of the transactions
described in paragraphs 5(b) or (ii) shares of Common Stock
issued upon the exercise of the Company's Series A through
D Warrants) at a price per share of Common Stock of less
than Two Dollars ($2.00), then the number of Warrant Shares
thereafter purchasable upon the exercise of this Warrant
shall be determined by multiplying the number of Warrant
Shares theretofore purchasable upon exercise of such
Warrant by a fraction, the numerator of which shall be the
sum of (a) the total number of shares of Common Stock and
shares of Common Stock issuable upon the exercise of
Convertible Securities (in each case, excluding all shares
being issued for which adjustment is being made pursuant to
this paragraph (a)(ii)), each as outstanding on such date
plus (b) the additional Number of Shares of Common Stock
issued in the transaction that causes the adjustment, and
the denominator of which shall be the sum of (x) the total
number of shares of Common Stock and shares of Common Stock
issuable upon the exercise of Convertible Securities (in
each case, excluding all shares being issued for which
adjustment is being made pursuant to this paragraph
(a)(ii)), each as outstanding on such date plus (y) the
number of shares of Common Stock which the aggregate
Proceeds of the transaction (including the conversion price
of Convertible Securities issued in the transacftion) would
purchase at a price of Three Dollars and Fifty Cents
($3.50) per share.
(iii) No adjustment in the number of Shares
purchasable hereunder shall be required unless such
adjustment would require an increase or decrease of at
least one percent (1%) in the number of Shares purchasable
on the exercise of this Warrant; provided, however, that
any adjustments which by reason of this paragraph are not
required to be made shall be carried forward and taken into
account in any subsequent adjustment.
(iv) Whenever the number of Shares purchasable on
the exercise of this Warrant is adjusted, as herein
provided, the Exercise Price payable on exercise shall be
adjusted by multiplying the Exercise Price immediately
prior to such adjustment by a fraction, the numerator of
which shall be the number of Shares purchasable on the
exercise of this Warrant immediately prior to such
adjustment and the denominator of which shall be the number
of Shares so purchasable immediately thereafter.
(v) Whenever the number of Shares purchasable on the
exercise of this Warrant or the Exercise Price of such
Shares are adjusted, as herein provided, the Company shall
cause to be promptly mailed by first class mail, postage
prepaid, to the Holder of this Warrant notice of such
adjustment or adjustments setting forth the number of
Shares purchasable on the exercise of this Warrant and the
Exercise Price of such Shares after such adjustment and a
brief statement of the facts requiring such adjustment,
together with the computation by which such adjustment was
made.
(vi) All such adjustments shall be made by the Company, which
shall be binding on the Holder in the absence of
demonstrable error.
(b) No Adjustment in Certain Cases. No adjustments shall
be made in connection with:
(i) the issuance of any Shares on the exercise of this Warrant;
(ii) the conversion of shares of preferred stock;
(iii) the exercise or conversion of any rights, options, warrants,
or convertible securities containing the right to purchase
or acquire Common Stock;
(iv) the issuance of additional Shares or other securities on
account of the anti-dilution provisions contained in or
relating to this Warrant or any other option, warrant, or
right to acquire Common Stock;
(v) the purchase or other acquisition by the Company of any
shares of Common Stock, evidences of its indebtedness or
assets, or rights, options, warrants, or convertible
securities containing the right to subscribe for or
purchase Common Stock; or
(vi) the sale or issuance by the Company of any shares of
Common Stock, evidences of its indebtedness or
assets, or rights, options, warrants, or convertible
securities containing the right to subscribe for or
purchase Common Stock or other securities pursuant to
options, warrants, or other rights to acquire Common Stock
or other securities.
(c) Notice of Certain Events. In the event the Company
provides to its shareholders notice of any of the following
events:
(i) any taking by the Company of a record of the holders of
any class of securities of the Company for the purpose
of determining the holders thereof who are entitled
to receive any dividends 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, or to receive any other rights;
(ii) any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock
of the Company, or any transfer of all or substantially all
of the assets of the Company to any other person, or any
consolidation, share exchange, or merger involving the
Company; or
(iii) any voluntary or involuntary dissolution, liquidation, or
winding up of the Company, then the Company will provide
to the Holder(s) of this Warrant a copy of such notice.
6. Limitation of Transfer. Subject to the restrictions set forth
herein, this Warrant is transferable at the offices of the Company. On such
transfer, every Holder hereof agrees that the Company may deem and treat the
registered Holder of this Warrant as the true and lawful owner thereof for
all purposes, and the Company shall not be affected by any notice to the
contrary.
7. Acquisition of Warrant and Shares. The grant to Holder of
this Warrant to purchase the Shares and the subsequent exercise thereof
contemplated herein constitutes the offer and sale of securities as
those terms are defined under the Securities Act of 1933, as amended
(the "Securities Act"), and applicable state statutes. Such
transactions shall be consummated in reliance on certain exemptions
from the registration and prospectus delivery requirements of such
statues that depend, among other items, on the circumstances under
which such securities are acquired.
(a) In order to provide documentation for reliance upon
such exemptions from the registration and prospectus delivery
requirements for such transactions, the acceptance of this
Warrant by the Holder or any assignee thereof shall constitute
each of their acceptance of, and concurrence in, the following
representations and warranties:
(i) Holder acknowledges that neither the Securities
and Exchange Commission ("SEC") nor the securities
commission of any state or other federal agency has made
any determination as to the merits of acquiring the
securities of the Company as contemplated by this Warrant
and that the exercise of the Warrant as herein contemplated
involves certain risks.
(ii) Holder has received and read this Warrant and understands the
risks related to the transactions herein contemplated.
(iii) Holder has been provided information about the business and
operations of the Company and has been provided any
information requested to verify any information furnished,
and has been provided the opportunity for direct communication
with the Company and its representatives regarding the
purchase made thereby.
(iv) Xxxxxx and Xxxxxx's representatives have such knowledge and
experience in business and financial matters that they are
capable of evaluating the Company, its business operations,
and the risks and merits of an investment in the Company.
(v) All information, which Xxxxxx has provided to the Company
or its agents or representatives and concerning Xxxxxx's
suitability to invest in the Company, is complete, accurate,
and correct.
(vi) Holder has not offered or sold any interest in this Warrant
and has no present intention of dividing the securities
acquired pursuant to or the rights under this Warrant
with others or of reselling or otherwise disposing
of all or any portion of the such securities or rights,
either currently or after the passage of a fixed or
determinable period of time or on the occurrence or
nonoccurrence of any predetermined event or circumstance.
(vii) Holder was at no time solicited by any leaflet, public
promotional meeting, circular, newspaper or magazine
article, radio or television advertisement, or any other
form of general advertising or solicitation in connection
with the offer, sale, or purchase of an investment in the
Company through this Warrant.
(viii) Holder has adequate means of providing for his or her
current needs and possible contingencies and
has no need now, and anticipates no need in the foreseeable
future, to sell this Warrant or any Shares that may be
acquired pursuant to this Warrant. Holder is able to bear
the economic risks of this investment, and, consequently,
without limiting the generality of the foregoing, is able
to hold such securities for an indefinite period of time,
and has a sufficient net worth to sustain a loss of the
entire investment, in the event such loss should occur.
(ix) Holder understands that the securities that may
be acquired pursuant to this Warrant have not been
registered, but are being acquired by reason of a specific
exemption under the Securities Act as well as under certain
state statutes for transactions by an issuer not involving
any public offering and that any disposition of the Warrant
or Shares may, under certain circumstances, be inconsistent
with this exemption and may make the undersigned an
"underwriter" within the meaning of the Securities Act. It
is understood that the definition of "underwriter" focuses
upon the concept of "distribution" and that any subsequent
disposition of the securities can only be effected in
transactions, which are not considered distributions.
(x) Holder acknowledges that the securities that may be
acquired pursuant to this Warrant must be held and
may not be sold, transferred, or otherwise disposed of
for value unless they are subsequently registered under the
Securities Act or an exemption from such registration is
available. The Company is under no obligation to register
the Shares under the Securities Act, except as expressly
provided in this Warrant. If Rule 144 is available (and no
assurance is given that it will be except as expressly set
forth in this Warrant), after one year and prior to two
years following the date when the Shares are acquired, only
routine sales of such securities in limited amounts can be
made in reliance upon Rule 144 in accordance with the terms
and conditions of that rule. the Company is under no
obligation to make Rule 144 available (which Holder
acknowledges is the case as of the date hereof), except as
may be expressly agreed to by it in writing in this
Warrant, and in the event Rule 144 is not available,
compliance with regulation A or some other disclosure
exemption may be required before Holder can sell, transfer,
or otherwise dispose of such securities without
registration under the Securities Act. The Company's
registrar and transfer agent will maintain a stop transfer
order against the registration of transfer of the Shares,
and the certificates representing such securities will bear
a legend in substantially the following form so restricting
the sale of such securities:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
AS AMENDED (THE "SECURITIES ACT") AND ARE "RESTRICTED
SECURITIES" WITHIN THE MEANING OF RULE 144
PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES
HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD
OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER
COMPLIANCE UNDER THE SECURITIES ACT.
(xi) Xxxxxx acknowledges that the Company may refuse to
register the transfer of the Shares pursuant to this
Warrant in the absence of compliance with Rule 144 unless
the holder furnishes the issuer with a "no-action" or
interpretive letter from the SEC or an opinion of counsel
reasonably acceptable to the Company stating that the
transfer is proper. Further, unless such letter or opinion
states that such securities are free of any restrictions
under the Securities Act, the issuer may refuse to transfer
such securities to any transferee who does not furnish in
writing to the issuer the same representations and agree to
the same conditions with respect to such securities as set
forth herein. The issuer may also refuse to transfer the
securities if any circumstances are present reasonably
indicating that the transferee's representations are not
accurate.
8. Disposition of Warrants or Shares. Each registered owner
of this Warrant, by acceptance hereof, agrees for itself and any
subsequent owner(s) that, before any disposition is made of any
Warrants or Shares of Common Stock, the owner(s) shall give written
notice to the Company describing briefly the manner of any such
proposed disposition. No such disposition shall be made unless and
until:
(a) The Company has received written assurances from the
proposed transferee confirming a factual basis for relying on
exemptions from registration under applicable federal and state
securities laws for such transfer or an opinion from counsel for
the Holder(s) of the Warrant or Shares stating that no
registration under the Securities Act or applicable state statute
is required with respect to such disposition; or
(b) A registration statement under the Securities Act has
been filed by the Company and made effective by the Commission
covering such proposed disposition and the disposition has been
registered or qualified or is exempt therefrom under the state
having jurisdiction over such disposition.
9. Restricted Securities: Registration of Securities. The
Holder acknowledges that this Warrant is, and that the Shares issuable
on exercise hereof will be, "Restricted Securities" as that term is
defined in Rule 144 promulgated under the Securities Act. Accordingly,
this Warrant must be taken for investment and held indefinitely and may
not be exercised or converted unless subsequently registered under the
Securities Act and/or comparable state securities laws or unless an
exemption from such registration is available. Likewise, any Shares
issued on exercise of this Warrant must be taken for investment and
held indefinitely and may not be resold unless such resale is
registered under the Securities Act and/or comparable state securities
laws or unless an exemption from such registration is available. A
legend to the foregoing effect shall be placed conspicuously on the
face of all certificates for Shares issuable on exercise of this
Warrant.
10. Piggyback Registration Rights. During the term of this
Warrant, the Company may not file any registration statement with the
Securities and Exchange Commission (other than registration statements
of the Company filed on Form S-8 or Form S-4, each as promulgated under
the Securities Act, pursuant to which the Company is registering
securities pursuant to a Company employee benefit plan or pursuant to a
merger, acquisition or similar transaction including supplements
thereto) at any time when there is not an effective registration
statement covering the resale of the Warrant Shares and naming the
Holder as a selling stockholder thereunder (unless the Warrant Shares
are otherwise freely transferable without volume restrictions pursuant
to Rule 144(k) promulgated under the Act), unless the Company provides
the Holder with not less than twenty (20) calendar days notice of its
intention to file such registration statement and provides the Holder
the option to include any or all of the applicable Warrant Shares
therein. The piggyback registration rights granted to the Holder
pursuant to this Section shall continue until all of the Holder's
Warrant Shares have been sold in accordance with an effective
registration statement or upon the Expiration Date. The Company will
pay all registration expenses in connection therewith. The Company
will also include the Warrants themselves in any registration statement
with the Securities and Exchange Commission pursuant to this paragraph.
11. Registration of Shares
(a) This Warrant is exercisable to purchase the Shares,
subject to the registration requirements of the Securities Act or
the availability of an exemption from such registration
requirements which must be established to the reasonable
satisfaction of the Company and its legal counsel. On their
issuance in the absence of such registration, the Shares issued
on exercise of this Warrant shall be Restricted Securities and
shall bear on their face a legend to the foregoing effect.
(b) The Company has no obligation to register the Warrant
or make any exemption from the registration requirements of the
Securities Act and applicable state securities law available in
order to permit the sale or transfer of this Warrant by the
Holder.
12. Governing Law. This agreement shall be construed under and
be governed by the laws of the State of New York.
13. Notices. all notices, demands, requests, or other
communications required or authorized hereunder shall be deemed given
sufficiently if in writing and if personally delivered; if sent by
facsimile transmission, confirmed with a written copy thereof sent by
overnight express delivery; if sent by registered mail or certified
mail, return receipt requested and postage prepaid; of if sent by
overnight express delivery:
If to the Holder, to:
__________________________________
__________________________________
__________________________________
__________________________________
If to the Company, to:
China Aoxing Pharmaceutical Company, Inc.
c/o American Union Securities, Inc.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
000-000-0000 x000
or other such addresses and facsimile numbers as shall be furnished by
any party in the manner for giving notices hereunder, and any such
notice, demand, request, or other communication shall be deemed to have
been given as of the date so delivered or sent by facsimile
transmission, three days after the date so mailed, or one day after the
date so sent by overnight delivery.
14. Loss, Theft, Destruction, or Mutilation. Upon receipt by
the Company of reasonable evidence of the ownership of and the loss,
theft, destruction, or mutilation of this Warrant, the Company will
execute and deliver, in lieu thereof, a new Warrant of like tenor.
15. Taxes. The Company will pay all taxes in respect of the
issue of this Warrant or the Shares issuable upon exercise thereof.
DATED effective this 28th day of September, 2006.
ATTEST: CHINA AOXING PHARMACEUTICAL COMPANY, INC.
By: By:
------------------- --------------------------
Xxxx Xxx, Secretary Xxx Xxxxxxxxx, President
* * * * * * *
FORM OF ASSIGNMENT
(to be signed only upon assignment of Warrant)
TO: China Aoxing Pharmaceutical Company, Inc.
c/o American Union Securities, Inc.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
000-000-0000 x000
ASSIGNMENT
FOR VALUE RECEIVED, __________________ does hereby sell, assign,
and transfer unto _____________________ the right to purchase _____
Shares of Common Stock, $0.001 par value, of China Aoxing
Pharmaceutical Company, Inc., and does hereby irrevocably constitute
and appoint ___________________ attorney to transfer such right on the
books of the Company with full power of substitution in the premises.
DATED this ___ day of ____________, 20__.
Signature:
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Signature Guaranteed:
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* * * * * *
NOTICE: The signature to the form of assignment must correspond with
the name as written upon the face of the attached Warrant in every
particular without alteration or enlargement or any change whatsoever,
and must be guaranteed by a bank, other than a savings bank, or by a
trust company or by a firm having membership on a registered national
securities exchange.
* * * * * * *
FORM OF PURCHASE
(to be signed only upon exercise of Warrant)
TO: China Aoxing Pharmaceutical Company, Inc.
c/o American Union Securities, Inc.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
000-000-0000 x000
The undersigned, the owner of the attached Warrant, hereby
irrevocable elects to exercise the purchase rights represented by the
Warrant for, and to purchase thereunder, ________ shares of Common
Stock, $0.001 par value, of China Aoxing Pharmaceutical Company, Inc.,
and herewith makes payment of $______ therefor. Please issue the
shares of Common Stock as to which this Warrant is exercised in
accordance with the instructions set forth below and, if the Warrant is
being exercised with respect to less than all of the Shares to which it
pertains, prepare and deliver a new Warrant of like tenor for the
balance of the Shares purchasable under the attached Warrant.
DATED this ____ day of ____________, 20___.
Signature:
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Signature Guaranteed:
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* * * * * * *
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name: ----------------------------------
(Please Type or Print)
Address:
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* * * * * *
NOTICE: The signature to the form of purchase must correspond with the
name as written upon the face of the attached Warrant in every
particular without alteration or enlargement or any change whatsoever,
and must be guaranteed by a bank, other than a savings bank, or by a
trust company or by a firm having membership on a registered national
securities exchange.
