EXHIBIT 4.20
SERIES H DEALER WARRANT AGREEMENT
THIS SERIES H DEALER WARRANT AGREEMENT (the "Agreement"), dated as of
November 23, 2005, is made and entered into by and between RAPTOR NETWORKS
TECHNOLOGY, a Colorado corporation (the "Company"), and
_________________________________________________ (the "Warrantholder").
The Company offered for sale, in a private offering (the "Offering")
3,564,188 units of its securities (the "Units") to accredited investors only at
a purchase price of $2.00 per Unit for total gross offering proceeds of
$7,128,375 (the "Offering"). Each Unit consisted of four shares of the Company's
Common Stock (the "Unit Shares") and one warrant to purchase one share of the
Company's Common Stock (the "Investor Warrants"). Brookstreet Securities
Corporation ("Brookstreet") was the Managing Dealer of the Offering pursuant to
a Managing Dealer Agreement dated as of March 22, 2005 (the "Managing Dealer
Agreement") between the Company and Brookstreet. The Managing Dealer Agreement
provides that, on consummation of the sale of the Units, the Company shall sell
and issue to Brookstreet, its designees, and members of the selling group who
participated in the Offering, Warrants (as defined by Section 1.1) entitling the
holders to purchase, on the terms and conditions hereinafter set forth, shares
of Company Common Stock (the "Shares").
In consideration of the foregoing and in satisfaction of the Company's
obligations contained in the Managing Dealer Agreement and for the purpose of
defining the terms and provisions of the Warrants and the respective rights and
obligations with respect thereto, the Company and the Warrantholder, for value
received, hereby agree as follows:
Section 1. ISSUANCE OF WARRANTS; TRANSFERABILITY AND FORM OF WARRANTS.
1.1 ISSUANCE AND VESTING OF THE WARRANTS. The Company hereby issues to
the Warrantholder a total of __________ warrants to purchase Shares representing
15% of the Unit Shares sold in the Offering by the Warrantholder (the
"Warrants"). The Warrants are hereby fully vested.
1.2 NUMBER OF SHARES AND CERTIFICATION. Each Warrant entitles the
Warrantholder to purchase one Share at the Warrant Price (as defined in Section
8 hereof). The Warrants being sold and issued pursuant to this Agreement shall
be evidenced by Warrant Certificates substantially in the form of Exhibit A
hereto (the "Warrant Certificate").
1.3 REGISTRATION. The Warrants shall be numbered and shall be
registered on the books of the Company when issued.
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1.4 TRANSFER. The Warrantholder, at Warrantholder's sole discretion,
may transfer the Warrants, in whole or in part only, to affiliates, employees,
selected dealers, and others, in accordance with applicable federal and state
securities laws. The Warrants shall be transferable in whole or in part only on
the books of the Company maintained at its principal office in Santa Ana,
California, or wherever its principal office may then be located, upon delivery
thereof duly endorsed by the Warrantholder or by its duly authorized attorney or
representative, accompanied by proper evidence of succession, assignment or
authority to transfer. Upon any registration of transfer, the Company shall
promptly execute and deliver new Warrants to the person or persons entitled
thereto.
1.5 FORM OF WARRANTS. The text of the Warrants and of the form of
election to purchase Shares shall be substantially as set forth in Exhibit A
attached hereto. The number of Shares issuable upon exercise of the Warrants is
subject to adjustment upon the occurrence of certain events, all as hereinafter
provided. The Warrants shall be executed on behalf of the Company by its
President, its Chief Financial Officer or by a Vice President. A Warrant bearing
the signature of an individual who was at the time of signature the proper
officer of the Company shall bind the Company, notwithstanding that such
individual shall have ceased to hold such office prior to the delivery of such
Warrant or did not hold such office on the date of this Agreement. The Warrants
shall be dated as of the date of signature thereof by the Company either upon
initial issuance or upon division, exchange, substitution or transfer.
1.6 LEGEND ON SHARES. Each Warrant certificate and certificate for
Shares initially issued upon exercise of the Warrants shall bear the following
legend, unless, at the time of exercise, such Shares are subject to a currently
effective registration statement under the Securities Act of 1933, as amended
(the "Act"):
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS AND MAY NOT BE SOLD, EXCHANGED, HYPOTHECATED OR TRANSFERRED IN ANY MANNER
EXCEPT PURSUANT TO A REGISTRATION OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE AND THAT SUCH TRANSFER IS IN COMPLIANCE WITH SECTION 4 OF THE
AGREEMENT PURSUANT TO WHICH THEY WERE ISSUED, IF APPLICABLE TO SUCH TRANSFER."
Any certificate issued at any time in exchange or substitution for any
certificate bearing such legend (except a new certificate issued upon completion
of a public distribution pursuant to a registration statement under the Act, of
the securities represented thereby) shall also bear the above legend unless, in
the opinion of the Company's counsel, the securities represented thereby need no
longer be subject to such restrictions.
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Section 2. EXCHANGE OF WARRANT CERTIFICATE. Any Warrant certificate may be
exchanged for another certificate or certificates entitling the Warrantholder to
purchase a like aggregate number of Shares as the certificate or certificates
surrendered then entitled such Warrantholder to purchase. Any Warrantholder
desiring to exchange a Warrant certificate shall make such request in writing
delivered to the Company, and shall surrender, properly endorsed, with
signatures guaranteed, the certificate evidencing the Warrant to be so
exchanged. Thereupon, the Company shall execute and deliver to the person or
persons entitled thereto a new Warrant certificate as so requested.
Section 3. TERM OF WARRANTS; EXERCISE OF WARRANTS.
3.1 Subject to the terms of this Agreement, each Warrantholder shall
have the right, at any time during the period commencing at 9:00 a.m., Pacific
Time, on November 23, 2005 and ending at 5:00 p.m. Pacific time on November 23,
2007 (the "Termination Date"), to purchase from the Company up to the number of
fully paid and nonassessable Shares to which the Warrantholder may at the time
be entitled to purchase pursuant to this Agreement; provided, however that the
right to exercise the Warrants shall terminate immediately upon a merger,
acquisition, sale of voting control or sale of substantially all of the assets
of the Company in which the shareholders of the Company do not own a majority of
the outstanding shares of the surviving corporation (collectively, a "Change in
Control"). Such purchase of Shares shall be effectuated by the surrender to the
Company, at its principal office, of the certificate evidencing the Warrants to
be exercised, together with the Purchase Form attached hereto as Appendix A duly
filled in and signed, with signatures guaranteed, and upon payment to the
Company of the Warrant Price (as defined in and determined in accordance with
the provisions of this section 3 and section 8 hereof), for the number of Shares
in respect of which such Warrants are then exercised.
3.2 Payment of the aggregate Warrant Price shall be made pursuant to
Section 3.3 hereof. Upon surrender of the Warrants and payment of such Warrant
Price as aforesaid, the Company shall issue and cause to be delivered with all
reasonable dispatch to or upon the written order of the Warrantholder, and in
such name or names as the Warrantholder may designate, a certificate or
certificates for the number of full Shares so purchased upon the exercise of the
Warrant, together with cash, as provided in Section 11 hereof, in respect of any
fractional Shares otherwise issuable upon such surrender. Such certificate or
certificates shall be deemed to have been issued and any person so designated to
be named therein shall be deemed to have become a holder of record of such
securities as of the date of surrender of the Warrants and payment of the
Warrant Price, as aforesaid, notwithstanding that the certificate or
certificates representing such securities shall not actually have been delivered
or that the stock transfer books of the Company shall then be closed. The
Warrants shall be exercisable, at the election of each Warrantholder, either in
full or from time to time in part and, in the event that a certificate
evidencing the Warrants is exercised in respect of less than all of the Shares
specified therein at any time prior to the Termination Date, a new certificate
evidencing the remaining portion of the Warrants shall be issued by the Company
to such Warrantholder.
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3.3 MANNER OF EXERCISING WARRANT.
(a) In order to exercise this Warrant with respect to all or
any part of the Shares for which this Warrant is at the time exercisable,
Warrantholder (or any other person or persons exercising the Warrant) must take
the following actions:
(i) Execute and deliver to the Company a written
notice of exercise stating the number of Shares being purchased (in whole shares
only) and such other information set forth on the form of Purchase Form attached
hereto as Appendix A; and
(ii) Pay the aggregate Exercise Price for the Shares
in one or more of the following forms:
(A) Cash or check made payable to the
Company.
(B) A promissory note payable to the
Company, but only to the extent authorized by the President of the Company in
writing.
Should the Company's common stock be
registered under Section 12 of the Exchange Act at the time the Warrant is
exercised, then the Exercise Price may also be paid as follows:
(C) If a registration statement permitting
the Warrantholder to resell the Shares is not then in effect, in shares of
common stock held by the Warrantholder (or any other person or persons
exercising the Warrant) for the requisite period necessary to avoid a charge to
the Company's earnings for financial reporting purposes and valued at Fair
Market Value on the Exercise Date; or
(D) Through a special sale and remittance
procedure pursuant to which the Warrantholder (or any other person or persons
exercising the Warrant) shall concurrently provide irrevocable instructions (a)
to a Company-approved brokerage firm to effect the immediate sale of the
purchased shares and remit to the Company, out of the sale proceeds available on
the settlement date, sufficient funds to cover the aggregate Exercise Price
payable for the purchased shares plus all applicable Federal, State and local
income, employment and similar taxes required to be withheld by the Company by
reason of such exercise and (b) to the Company to deliver the certificates for
the purchased shares directly to such brokerage firm in order to complete the
sale.
For purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is
intended, understood and acknowledged that the Common Stock issuable upon
exercise of this Warrant in a cashless exercise transaction as described in
3.3(a)(ii)(C) shall be deemed to have been acquired at the time this Warrant was
issued. Moreover, it is intended, understood and acknowledged that the holding
period for the Common Stock issuable upon exercise of this Warrant in a cashless
exercise transaction as described in 3.3(a)(ii)(C) shall be deemed to have
commenced on the date this Warrant was issued.
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(b) As soon as practical after the Exercise Date, the Company
shall issue to or on behalf of the Warrantholder (or any other person or persons
exercising this Warrant) a certificate for the purchased Shares, with the
appropriate legends affixed thereto.
(c) In no event may this Warrant be exercised for any
fractional Shares.
Section 4. REGISTRATION RIGHTS.
4.1 PIGGYBACK REGISTRATION. Not later than January 23, 2006, the
Company shall file a registration statement (the "Registration Statement")
covering the public sale of the Shares together with the other Registrable
Securities (as defined in the Company's Private Placement Memorandum dated March
22, 2005), and the Company will cause such Shares to be registered under the
Securities Act of 1933, as amended, (the "1933 Act") and continue to keep the
Registration Statement effective for a period of two years in accordance with
Section 4.3.
4.2 EXPENSES OF REGISTRATION. All expenses of registration
("Registration Expenses") incurred in connection with any registration,
qualification or compliance pursuant to Section 4.1 (including the reasonable
fees and expenses not to exceed $25,000 of one counsel for all holders of
Registrable Securities) shall be borne by the Company. All expenses of sale of
the Shares on the public market after registration shall be borne by the
Warrantholders.
4.3 REGISTRATION PROCEDURES. In the case of each registration,
qualification or compliance effected by the Company pursuant to this Agreement,
the Company will keep each Warrantholder advised in writing as to the initiation
of each registration, qualification and compliance and as to the completion
thereof. At its expense, the Company will:
(a) EFFECTIVENESS. Prepare and file with the Securities and
Exchange Commission (the "Commission") a registration statement with respect to
such securities and use its commercially reasonable best efforts to cause such
registration statement to become and remain effective for at least two years or
until the distribution described in the registration statement has been
completed, whichever is shorter;
(b) AMENDMENTS. Prepare and file with the Commission such
amendments and supplements to such registration statement and the prospectus
used in connection with such registration statement as may be necessary to
comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement;
(c) COPIES OF DOCUMENTS. Furnish to the Warrantholders
participating in such registration and to the underwriters of the securities
being registered such reasonable number of copies of the registration statement,
preliminary prospectus, final prospectus and such other documents as such
underwriters or such Warrantholders may reasonably request in order to
facilitate the public offering of such securities;
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(d) BLUE SKY LAWS. Use its commercially reasonable best
efforts to register and qualify the securities covered by such registration
statement under such other securities or blue sky laws of such jurisdictions as
shall be reasonably requested by the Warrantholders; provided that the Company
shall not be required in connection therewith or as a condition thereto to
qualify to do business or to file a general consent to service of process in any
such states or jurisdictions, unless the Company is already subject to service
in such jurisdiction and except as may be required by the Act;
(e) NOTIFICATION. Notify each Warrantholder whose Shares are
covered by such registration statement if at any time the Company shall
determine that the registration statement or any prospectus included therein
shall contain an untrue statement of material fact or omit to state a material
fact necessary to make the statements therein, in the light of the circumstances
in which they were made, not misleading, and thereafter, subject to Section
4.3(f) and the last paragraph of this Section 4, promptly prepare and file with
the Commission an amendment to the registration statement or a supplement to the
prospectus as may be necessary to correct such untrue statement or omission, and
notify the selling Warrantholders of such filing;
(f) AMENDMENT OR SUPPLEMENT TO REGISTRATION STATEMENT. Prepare
and file as soon as reasonable with the Commission and promptly notify each
Warrantholder whose Shares are covered by such registration statement of the
filing of such amendment or supplement to the registration statement or
prospectus as may be necessary to correct any statements or omissions if, at the
time when a prospectus relating to such securities is required to be delivered
under the Securities Act, the Company determines that any event shall have
occurred as the result of which any such prospectus or any other prospectus as
then in effect would include an untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading or if the Company
determines that an amendment to the registration statement or supplement to the
prospectus is advisable before further sales of Shares should be made; provided
that if the Board of Directors of the Company determines that amending the
registration statement or supplementing the prospectus might be detrimental to
the Company, then notwithstanding this Section 4.3(f) the Company may defer such
amendment or supplement for up to 120 days, provided that: (i) the Company shall
not use such right of deferral with respect to any registration statement for
more than an aggregate of 120 days in any 12-month period; and (ii) the number
of days the Company is required to keep the registration statement effective
shall be extended by the number of days for which the Company shall have used
such right of deferral;
(g) STOP ORDER. Advise each Warrantholder whose Shares are
covered by such registration statement promptly after it shall receive notice or
obtain knowledge thereof, of the issuance of any stop order by the Commission
suspending the effectiveness of the Registration Statement or the initiation or
threatening of any proceeding for that purpose and promptly use its commercially
reasonable best efforts to prevent the issuance of any stop order or to obtain
its withdrawal if such stop order should be issued;
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(j) LISTING. Cause such Shares registered pursuant hereunder
to be listed on each securities exchange on which similar securities issued by
the Company are then listed; and
(i) TRANSFER AGENT AND REGISTRAR. Provide a transfer agent and
registrar for all Shares registered pursuant hereunder and a CUSIP number for
all such Shares, in each case not later than the effective date of such
registration.
If a Warrantholder receives a notification from the Company pursuant to
this Section 4 that a registration statement or prospectus contains an untrue
statement or omission or that the Company is exercising its rights pursuant to
Section 4.3(f), then such Warrantholder shall: (i) keep the fact of such
notification and its contents confidential and (ii) immediately suspend all
sales of securities of the Company and any use of the registration statement or
prospectus as to which the notification applies, until such time as such
Warrantholder receives notification from the Company that an amendment to the
registration statement or a supplement to the prospectus has been filed and that
sales may be made.
4.4 TRANSFER OF REGISTRATION RIGHTS. The rights granted hereunder to
cause the Company to register securities or to participate in a registration of
the Company may not be assigned to any transferee or assignee of the Warrants
unless the transferee agrees to be bound by the terms and conditions of this
Agreement.
Section 5. PAYMENT OF TAXES. The Company will pay all documentary stamp taxes,
if any, attributable to the initial issuance of the Warrants or the securities
comprising the Shares; provided, however, the Company shall not be required to
pay any tax which may be payable in respect of any secondary transfer of the
Warrants or the securities comprising the Shares.
Section 6. MUTILATED OR MISSING WARRANTS. In case the certificate or
certificates evidencing the Warrants shall be mutilated, lost, stolen or
destroyed, the Company shall, at the request of the Warrantholder, issue and
deliver in exchange and substitution for and upon cancellation of the mutilated
certificate or certificates, or, upon receipt of an indemnity reasonably
satisfactory to the Company, in lieu of and substitution for the certificate or
certificates lost, stolen or destroyed, a new Warrant certificate or
certificates of like tenor and representing an equivalent right or interest, but
only upon receipt of an indemnity reasonably satisfactory to the Company and of
evidence reasonably satisfactory to the Company of such loss, theft or
destruction of such Warrant and payment of the reasonable out-of-pocket expenses
incurred by the Company in issuing a replacement Warrant Certificate.
Section 7. RESERVATION OF SHARES. There has been reserved, out of its authorized
Capital Stock, such number of shares of Common Stock as shall be subject to
purchase under the Warrants, and the Company shall at all times keep reserved,
for so long as any of the Warrants remain outstanding, such shares of Common
Stock that from time to time are, and such additional Shares or other securities
that, pursuant to Section 10 hereof, become issuable on exercise of the
Warrants.
Section 8. WARRANT PRICE. The price per Share at which Shares shall be
purchasable upon the exercise of the Warrants shall be $0.50, subject to any
adjustments thereto required pursuant to Section 10 hereof (and as so adjusted,
the "Warrant Price").
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Section 9. ANTI-DILUTION PROVISIONS. The Exercise Price of the Warrants shall be
subject to adjustment from time to time as follows:
9.1 ISSUANCE OF ADDITIONAL STOCK BELOW PURCHASE PRICE. If the Company
shall issue, after the date upon which any Warrants were first issued (the
"Purchase Date"), any Additional Stock (as defined below) without consideration
or for a consideration per share less than the then current Exercise Price, the
Exercise Price for the Warrants in effect immediately prior to each such
issuance shall automatically be adjusted as set forth in this Section 9.1,
unless otherwise provided in this Section 9.1.
(a) ADJUSTMENT FORMULA. Whenever the Exercise Price is
adjusted pursuant to this Section 9.1(a), the new Exercise Price shall be
determined by multiplying the Exercise Price then in effect by a fraction, (x)
the numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such issuance (the "Outstanding Common") plus the number of
shares of Common Stock that the aggregate consideration received by the Company
for such issuance would purchase at such Exercise Price; and (y) the denominator
of which shall be the number of shares of Outstanding Common plus the number of
shares of such Additional Stock. For purposes of the foregoing calculation, the
term "Outstanding Common" shall not include shares of Common Stock deemed issued
pursuant to Section 9.1(e) below.
(b) DEFINITION OF "ADDITIONAL STOCK." For purposes of this
Section 9.1, "Additional Stock" shall mean any shares of Common Stock issued (or
deemed to have been issued pursuant to Section 9.1(e)) by the Company after the
Purchase Date) other than:
(1) Shares of Common Stock issued pursuant to a
transaction described in Section 9.2 hereof;
(2) Shares of Common Stock issued to employees,
officers, directors, consultants, contractors or advisors of the Company
pursuant to stock purchase or stock option plans or agreements or other
incentive stock arrangements approved by the Board of Directors of the Company;
(3) Shares of Common Stock issued to lenders,
equipment lessors or other parties providing goods or services to the Company;
(4) Shares of Common Stock issued in connection with
acquisition transactions;
(5) Shares of Common Stock issued upon exercise of
already outstanding warrants;
(6) Shares of Common Stock issued in strategic
partnership transactions;
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(7) Shares of Common Stock issued in any other
transaction in which exemption from the anti-dilution provisions of this Section
9.1(b)(7) is approved by the holders of a majority of the then-outstanding
shares of common stock; and
(8) Common Stock, warrants, convertible notes or any
other securities issued to investors, brokers, dealers or any other persons or
entities in conjunction with, and/or pursuant to the terms of, the Company's
Private Placement Memorandum dated March 15, 2005.
(c) NO FRACTIONAL ADJUSTMENTS. No adjustment of the Exercise
Price for the Warrants shall be made in an amount less than one cent per share,
provided that any adjustments which are not required to be made by reason of
this sentence shall be carried forward and shall be either taken into account in
any subsequent adjustment made prior to three years from the date of the event
giving rise to the adjustment being carried forward, or shall be made at the end
of three years from the date of the event giving rise to the adjustment being
carried forward.
(d) DETERMINATION OF CONSIDERATION. In the case of the
issuance of Common Stock for cash, the consideration shall be deemed to be the
amount of cash paid therefor before deducting any reasonable discounts,
commissions or other expenses allowed, paid or incurred by the Company for any
underwriting or otherwise in connection with the issuance and sale thereof. In
the case of the issuance of Common Stock for a consideration in whole or in part
other than cash, the consideration other than cash shall be deemed to be the
fair value thereof as determined by the Board of Directors irrespective of any
accounting treatment.
(e) DEEMED ISSUANCES OF COMMON STOCK. In the case of the
issuance (whether before, on or after the applicable Purchase Date) of options
to purchase or rights to subscribe for Common Stock, securities by their terms
convertible into or exchangeable for Common Stock or options to purchase or
rights to subscribe for such convertible or exchangeable securities, the
following provisions shall apply for all purposes of this Section 9.1, except as
otherwise provided in Section 9.1(a):
(1) The aggregate maximum number of shares of Common
Stock deliverable upon exercise (assuming the satisfaction of any conditions to
exercisability, including without limitation, the passage of time, but without
taking into account potential antidilution adjustments) of such options to
purchase or rights to subscribe for Common Stock shall be deemed to have been
issued at the time such options or rights were issued and for a consideration
equal to the consideration (determined in the manner provided in Section
9.1(d)), if any, received by the Company upon the issuance of such options or
rights plus the minimum exercise price provided in such options or rights
(without taking into account potential antidilution adjustments) for the Common
Stock covered thereby.
(2) The aggregate maximum number of shares of Common
Stock deliverable upon exercise of or in exchange (assuming the satisfaction of
any conditions to convertibility or exchangeability, including, without
limitation, the passage of time, but without taking into account potential
antidilution adjustments) for any such convertible or exchangeable securities or
upon the exercise of options to purchase or rights to subscribe for such
convertible or exchangeable securities and subsequent exercise or exchange
thereof shall be deemed to have been issued at the time such securities were
issued or such options or rights were issued and for a consideration equal to
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the consideration, if any, received by the Company for any such securities and
related options or rights (excluding any cash received on account of accrued
interest or accrued dividends), plus the minimum additional consideration, if
any, to be received by the Company (without taking into account potential
antidilution adjustments) upon the exercise or exchange of such securities or
the exercise of any related options or rights (the consideration in each case to
be determined in the manner provided in Section 9.1(d)).
(3) In the event of any change in the number of
shares of Common Stock deliverable or in the consideration payable to the
Company upon exercise of such options or rights or upon exercise of or in
exchange for such convertible or exchangeable securities, including, but not
limited to, a change resulting from the antidilution provisions thereof, the
Exercise Price of the Warrants, to the extent in any way affected by or computed
using such options, rights or securities, shall be recomputed to reflect such
change, but no further adjustment shall be made for the actual issuance of
Common Stock or any payment of such consideration upon the exercise of any such
options or rights or the exercise or exchange of such securities.
(4) Upon the expiration of any such options or
rights, the termination of any such rights to convert or exchange or the
expiration of any options or rights related to such convertible or exchangeable
securities, the Exercise Price of the Warrants, to the extent in any way
affected by or computed using such options, rights or securities or options or
rights related to such securities, shall be recomputed to reflect the issuance
of only the number of shares of Common Stock (and convertible or exchangeable
securities which remain in effect) actually issued upon the exercise of such
options or rights, upon the exercise or exchange of such securities or upon the
exercise of the options or rights related to such securities.
(5) The number of shares of Common Stock deemed
issued and the consideration deemed paid therefor pursuant to Sections 9.1(e)(1)
and 9.1(e)(2) shall be appropriately adjusted to reflect any change, termination
or expiration of the type described in either Section 9.1(e) (3) or 9.1(e)(4).
(f) NO INCREASED EXERCISE PRICE. Notwithstanding any other
provisions of this Section 9.1, except to the limited extent provided for in
Sections 9.1(e)(3) and 9.1(e)(4), no adjustment of the Exercise Price pursuant
to this Section 9.1 shall have the effect of increasing the Exercise Price above
the Exercise Price in effect immediately prior to such adjustment.
9.2 STOCK SPLITS AND DIVIDENDS. In the event the Company should at any
time or from time to time after the Purchase Date, fix a record date for the
effectuation of a split or subdivision of the outstanding shares of Common Stock
or the determination of holders of Common Stock entitled to receive a dividend
or other distribution payable in additional shares of Common Stock or other
securities or rights convertible into, or entitling the holder thereof to
receive directly or indirectly, additional shares of Common Stock (hereinafter
referred to as "Common Stock Equivalents") without payment of any consideration
by such holder for the additional shares of Common Stock or the Common Stock
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Equivalents (including the additional shares of Common Stock issuable upon
exercise thereof), then, as of such record date (or the date of such dividend
distribution, split or subdivision if no record date is fixed), the Exercise
Price of the Warrants shall be appropriately decreased so that the number of
shares of Common Stock issuable on exercise of each Warrant shall be increased
in proportion to such increase of the aggregate of shares of Common Stock
outstanding and those issuable with respect to such Common Stock Equivalents,
with the number of shares issuable with respect to Common Stock Equivalents
determined from time to time in the manner provided for deemed issuances in
Section 9.1(e).
9.3 REVERSE STOCK SPLITS. If the number of shares of Common Stock
outstanding at any time after the Purchase Date is decreased by a combination of
the outstanding shares of Common Stock, then, following the record date of such
combination, the Exercise Price for the Warrants shall be appropriately
increased so that the number of shares of Common Stock issuable on exercise of
the Warrants shall be decreased in proportion to such decrease in outstanding
shares.
Section 10. ADJUSTMENT OF NUMBER OF SHARES. Unless otherwise set forth in
Section 9 of this Agreement, the number and kind of securities purchasable upon
the exercise of the Warrants and the Warrant Price shall be subject to
adjustment from time to time upon the happening of certain events, as follows:
10.1 ADJUSTMENT OF NUMBER OF SHARES AND CLASS OF CAPITAL STOCK
PURCHASABLE. If the Company:
(a) subdivides its outstanding shares of Common Stock into a
greater number of shares; or
(b) issues by reclassification of its shares of Common Stock
any shares of its capital stock;
then the number and classes of shares purchasable upon exercise of each Warrant
in effect immediately prior to such action shall be adjusted so that the holder
of any Warrant thereafter exercised may receive the number and classes of shares
of capital stock of the Company which such holder would have owned immediately
following such action if such holder had exercised the Warrant immediately prior
to such action. The adjustment shall become effective immediately after the
effective date of the subdivision or reclassification.
If after an adjustment, the holder of a Warrant upon exercise of it may
receive shares of two or more classes of capital stock of the Company, the Board
of Directors of the Company shall in good faith determine the allocation of the
adjusted Exercise Price between or among the classes of capital stock. After
such allocation, that portion of the Exercise Price applicable to each share of
each such class of capital stock shall thereafter be subject to adjustment on
terms comparable to those applicable to Common Stock in this Agreement.
Notwithstanding the allocation of the Exercise Price between or among shares of
capital stock as provided by this Section 10.1, a Warrant may only be exercised
in full by payment of the entire Exercise Price currently in effect.
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10.2 PAR VALUE OF SHARES OF COMMON STOCK. Before taking any action
which would cause an adjustment effectively reducing the portion of the Warrant
Price allocable to each Share below the then par value (if any) per share of the
Common Stock issuable upon exercise of the Warrants, the Company will take any
corporate action which may, in the opinion of its counsel, be necessary in order
that the Company may validly and legally issue fully paid and nonassessable
Common Stock upon exercise of the Warrants.
10.3 INDEPENDENT PUBLIC ACCOUNTANTS. The Company may retain a firm of
independent public accountants of recognized national standing (which may be any
such firm regularly employed by the Company) to make any computation required
under this Section 10, and a certificate signed by such firm shall be conclusive
evidence of the correctness of any computation made under this Section 10.
10.4 STATEMENT ON WARRANT CERTIFICATES. Irrespective of any adjustments
in the number of Shares or other securities issuable upon exercise of Warrants,
Warrant certificates theretofore or thereafter issued may continue to express
the same number of securities as are stated in the similar Warrant certificates
initially issuable pursuant to this Agreement. However, the Company may, at any
time in its sole discretion (which shall be conclusive), make any change in the
form of Warrant certificate that it may deem appropriate and that does not
affect the substance thereof; and any Warrant certificate thereafter issued,
whether upon registration of transfer of, or in exchange or substitution for, an
outstanding Warrant certificate, may be in the form so changed.
Section 11. FRACTIONAL INTERESTS; CURRENT MARKET PRICE. The Company shall not be
required to issue fractional Shares on the exercise of any of the Warrants. If
any fraction of a Warrant Share would, except for the provisions of this Section
11, be issuable on the exercise of the Warrants (or any specified portion
thereof being exercised), the Company shall pay to the Warrantholder, in lieu of
the issuance of such fractional Warrant Share, an amount in cash equal to the
then Current Market Price multiplied by such fraction. For purposes of this
Agreement, the term "Current Market Price" shall mean (i) if the Common Stock is
traded in the over-the-counter market and not in the NASDAQ National Market
System nor on any national securities exchange, the average of the per share
closing bid prices of the Common Stock on the 30 consecutive trading days
immediately preceding the date in question, as reported by NASDAQ or an
equivalent generally accepted reporting service, or (ii) if the Common Stock is
traded in the NASDAQ National Market System or on a national securities
exchange, the average for the 30 consecutive trading days immediately preceding
the date in question of the daily per share closing prices of the Common Stock
in the NASDAQ National Market System or on the principal stock exchange on which
it is listed, as the case may be. For purposes of clause (i) above, if trading
in the Common Stock is not reported by NASDAQ, the bid price referred to in said
clause shall be the lowest bid price as reported in the "pink sheets" published
by National Quotation Bureau, Incorporated. The closing price referred to in
clause (ii) above shall be the last reported sale price or, in case no such
reported sale takes place on such day, the average of the reported closing bid
and asked prices, in either case in the NASDAQ National Market System or on the
national securities exchange on which the Common Stock is then listed.
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Section 12. NO RIGHTS AS SHAREHOLDER; NOTICES TO WARRANTHOLDER. Nothing
contained in this Agreement or in the Warrants shall be construed as conferring
upon the Warrantholder or its transferees any rights as a shareholder of the
Company, including the right to vote, receive dividends, consent or receive
notices as a shareholder in respect of any meeting of shareholders for the
election of directors of the Company or any other matter, unless and until the
Warrantholder or such transferee (as the case may be) exercises the Warrants, in
whole or in part, and pays the Warrant Price thereof to the Company.
Notwithstanding the foregoing, however, if at any time prior to the earlier of
the expiration of the Warrants and or their exercise in full, any one or more of
the following events shall occur:
(a) any action which would require an adjustment pursuant to
Section 10.1; or
(b) a dissolution, liquidation or winding up of the Company
(other than in connection with a consolidation, merger or sale of its property,
assets and business as an entirety or substantially as an entirety) shall be
proposed;
then, the Company shall give notice in writing of such event to the
Warrantholder, in the manner provided in Section 15 hereof, at least 20 days
prior to the date fixed as a record date or the date of closing the transfer
books for the determination of the shareholders entitled to any relevant
dividend, distribution, subscription rights or other rights or for the
determination of shareholders entitled to vote on such proposed dissolution,
liquidation or winding up. Such notice shall specify such record date or the
date of closing of the transfer books, as the case may be.
Section 13. INDEMNIFICATION.
13.1 INDEMNIFICATION OF WARRANTHOLDER. In the event of the filing of
any Registration Statement with respect to the Shares pursuant to Section 4
hereof, the Company agrees to indemnify and hold harmless each Warrantholder and
any holder of such Shares and each person, if any, who controls the
Warrantholder or any holder of such Shares within the meaning of the Act,
against any losses, claims, damages or liabilities, joint or several (which
shall, for all purposes of this Agreement, include, but not be limited to, all
costs of defense and investigation and all attorneys' fees), to which such
Warrantholder or any holder of such Shares or such controlling person may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any such Registration Statement, or any related preliminary prospectus, final
prospectus, or amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading;
provided, however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in such Registration Statement, preliminary prospectus, final
prospectus or amendment or supplement thereto in reliance upon, and in
conformity with, written information furnished to the Company by such
Warrantholder or the holder of such Shares specifically for inclusion therein.
This indemnity will be in addition to any liability which the Company may
otherwise have.
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13.2 INDEMNIFICATION OF THE COMPANY. The Warrantholder and the holders
of the Shares agree that they will indemnify and hold harmless the Company, each
other person referred to in subparts (1), (2) and (3) of Section 11(a) of the
Act in respect of the Registration Statement and each person, if any, who
controls the Company within the meaning of the Act, against any losses, claims,
damages or liabilities (which shall, for all purposes of this Agreement, include
but not be limited to, all costs of defense and investigation and all attorneys'
fees) to which the Company or any such director, officer or controlling person
may become subject under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in such Registration Statement, or any related preliminary prospectus,
final prospectus or amendment or supplement thereto, or arise out of or are
based upon the omission or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, but in each case only to the extent that such untrue statement or
alleged untrue statement or omission or alleged omission was made in such
Registration Statement, preliminary prospectus, final prospectus or amendment or
supplement thereto in reliance upon, and in conformity with, written information
furnished to the Company by the Warrantholder or such holder of Shares
specifically for inclusion therein. This indemnity agreement will be in addition
to any liability which the Warrantholder or such holder of Shares may otherwise
have.
13.3 INDEMNIFICATION PROCEDURES. Promptly after receipt by an
indemnified party under this Section 13 of notice of the commencement of any
action, such indemnified party will, if a claim in respect thereof is to be made
against the indemnifying party under this Section 13, notify the indemnifying
party of the commencement thereof; but the omission so to notify the
indemnifying party will not relieve the indemnifying party from any liability
which it may have to any indemnified party, except to the extent the
indemnifying party is prejudiced by such omission to notify. In case any such
action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate in, and, to the extent that it may wish, jointly with
any other indemnifying party similarly notified, reasonably assume the defense
thereof, subject to the provisions herein stated, and after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party will not be liable to such indemnified
party under this Section 13 for any legal or other expenses subsequently
incurred by such indemnified party in connection with the defense thereof other
than reasonable costs of investigation, unless the indemnifying party shall not
pursue the action to its final conclusion. The indemnified party shall have the
right to employ separate counsel in any such action and to participate in the
defense thereof, but the fees and expenses of such counsel shall not be at the
expense of the indemnifying party if the indemnifying party has assumed the
defense of the action with counsel reasonably satisfactory to the indemnified
party; provided, however, that if the indemnified party is a Warrantholder or a
holder of Shares or a person who controls a Warrantholder or a holder of Shares
within the meaning of the Act, the fees and expenses of such counsel shall be at
the expense of the indemnifying party if (i) the employment of such counsel has
14
been specifically authorized in writing by the indemnifying party or (ii) the
named parties to any such action, including any impleaded parties, include both
a Warrantholder or a holder of Shares or such controlling person and the
indemnifying party and a Warrantholder or a holder of Shares or such controlling
person shall have been advised by such counsel that there may be one or more
legal defenses available to a Warrantholder or a holder of Shares or controlling
person which are not available to or in conflict with any legal defenses which
may be available to the indemnifying party (in which case the indemnifying party
shall not have the right to assume the defense of such action on behalf of a
Warrantholder or a holder of Shares or such controlling person, it being
understood, however, that the indemnifying party shall not, in connection with
any one such action or separate but substantially similar or related actions in
the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the reasonable fees and expenses of more than one
separate firm of attorneys for the Warrantholder, the holders of the Shares and
controlling persons, which firm shall be designated in writing by a majority in
interest of such holders and controlling persons based upon the value of the
securities included in the Registration Statement). No settlement of any action
against an indemnified party shall be made without the consent of the
indemnified and the indemnifying parties, which shall not be unreasonably
withheld in light of all factors of importance to such parties.
Section 14. CONTRIBUTION. In order to provide for just and equitable
contribution under the Act in any case in which (i) a Warrantholder or any
holder of the Shares or controlling person makes a claim for indemnification
pursuant to Section 13 hereof but it is judicially determined (by the entry of a
final judgment or decree by a court of competent jurisdiction and the expiration
of time to appeal or the denial of the last right of appeal) that such
indemnification may not be enforced in such case notwithstanding the fact that
the express provisions of Section 13 hereof provide for indemnification in such
case or (ii) contribution under the Act may be required on the part of any
Warrantholder or any holder of the Shares or controlling person, then the
Company and any Warrantholder or any such holder of the Shares or controlling
person shall contribute to the aggregate losses, claims, damages or liabilities
to which they may be subject (which shall, for all purposes of this Agreement,
include, but not be limited to, all costs of defense and investigation and all
attorneys' fees), in either such case (after contribution from others) on the
basis of relative fault as well as any other relevant equitable considerations.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company on the one hand or a Warrantholder or holder of Shares
or controlling person on the other and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The Company and such holders of such securities and such controlling
persons agree that it would not be just and equitable if contribution pursuant
to this Section 14 were determined by pro rata allocation or by any other method
which does not take account of the equitable considerations referred to in this
Section 14. The amount paid or payable by an indemnified party as a result of
the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this Section 14 shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.
15
Section 15. NOTICES. Any notice pursuant to this Agreement by the Company or by
a Warrantholder or a holder of Shares shall be in writing and shall be deemed to
have been duly given on the date of delivery or refusal indicated on the return
receipt if delivered or mailed by certified mail, return receipt requested:
15.1 WARRANTHOLDER ADDRESS. If to the Warrantholder or a holder of
Shares, addressed to Brookstreet Securities Corporation, 0000 Xxxxxx Xxxxx,
Xxxxx 000, Xxxxxx, XX, 00000, Attention: Xxxxxxx X. Xxxxxx, President.
15.2 COMPANY ADDRESS. If to the Company addressed to it at 0000 X. Xxxx
Xxxx, Xxxxx 000, Xxxxx Xxx, XX 00000, Attention: Xxxxxx Xxxxxxxxxxxxxxx, CEO.
Each party may from time to time change the address to which notices to it are
to be delivered or mailed hereunder by notice in accordance herewith to the
other party.
Section 16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All statements contained
in any schedule, exhibit, certificate or other instrument delivered by or on
behalf of the parties hereto, or in connection with the transactions
contemplated by this Agreement, shall be deemed to be representations and
warranties hereunder. Notwithstanding any investigations made by or on behalf of
the parties to this Agreement, all representations, warranties and agreements
made by the parties to this Agreement or pursuant hereto shall survive.
Section 17. MISCELLANEOUS.
17.1 APPLICABLE LAW. This Agreement shall be deemed to be a contract
made under the laws of the State of California and for all purposes shall be
construed in accordance with the laws of said State, without regard to conflicts
of law principles thereof.
17.2 JURISDICTION. The parties submit to the jurisdiction of the Courts
of the County of Orange, State of California or a Federal Court empaneled in the
Central District of the State of California for the resolution of all legal
disputes arising under the terms of this Agreement, including, but not limited
to, enforcement of any arbitration award.
17.3 SUCCESSORS. All the covenants and provisions of this Agreement by
or for the benefit of the Company, the Warrantholder, or the holders of Shares
shall bind and inure to the benefit of their respective permitted successors and
assigns hereunder. Notwithstanding the foregoing, however, nothing in this
Agreement shall be construed to give to any person or corporation other than the
Company, the Warrantholder and the holders of Shares, and their respective
permitted transferees (other than transferees who acquire any Shares that are
free of restrictions on transfer under this Agreement and under the Act), any
legal or equitable right, remedy or claim under this Agreement. This Agreement
shall be for the sole and exclusive benefit of the Company, the Warrantholder
and the holders of Shares and such permitted transferees (other than transferees
who acquire any Shares that are free of restrictions on transfer under this
Agreement and under the Act).
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17.4 AMENDMENTS. This Agreement may be amended only by a written
instrument executed by duly authorized representatives of the Company and the
Warrantholder.
17.5 SEVERABILITY. In the event any provision of this Agreement becomes
or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said
provision, but only to the extent necessary to cure the infirmity that caused
such provision to be held illegal, unenforceable or void.
17.6 INTERPRETATION. This Agreement is the result of arms'-length
negotiations between the parties hereto and no provision hereof, because of any
ambiguity found to be contained in any of the provisions hereof, shall be
construed against a party by reason of the fact that such party or its legal
counsel was the draftsman of those provisions. Unless otherwise indicated
elsewhere in this Agreement, (i) the term "or" shall not be exclusive, (ii) the
term "including" shall mean "including, but not limited to," and (iii) unless
the context indicates otherwise the terms "herein," "hereof," "hereto,"
"hereunder" and other terms similar to such terms shall refer to this Agreement
as a whole and not merely to the specific section, subsection, paragraph or
clause where such terms may appear.
17.7 HEADINGS. The captions or headings of the sections and subsections
of this Agreement are for convenience of reference only and shall be disregarded
in interpreting, construing or applying any of the provisions of this Agreement.
17.8 COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which shall be an original of and all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly
executed, all as of the day and year first above written.
RAPTOR NETWORKS TECHNOLOGY, INC.,
a Colorado corporation
/S/ XXX XXX XXXXX
---------------------------------
BY: Xxx xxx Xxxxx
ITS: Chief Financial Officer
_________________________________
BY:______________________________
17
EXHIBIT A
================================================================================
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,
EXCHANGED, HYPOTHECATED OR TRANSFERRED IN ANY MANNER EXCEPT PURSUANT TO A
REGISTRATION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY
THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THAT SUCH TRANSFER IS
IN COMPLIANCE WITH SECTION 1.4 OF THE AGREEMENT PURSUANT TO WHICH THEY WERE
ISSUED, IF APPLICABLE TO SUCH TRANSFER.
Warrant Certificate No. W-H- _____
SERIES H WARRANTS TO PURCHASE ___________ SHARES OF COMMON STOCK
RAPTOR NETWORKS TECHNOLOGY, INC.,
A COLORADO CORPORATION
This certifies that, for value received,
________________________________________, the registered holder hereof or
assigns (the "Warrantholder"), is entitled to purchase from Raptor Networks
Technology, Inc., a Colorado corporation (the "Company"), at any time prior to:
5:00 PM Pacific time on November 23, 2007, at the purchase price per share of
$0.50 (the "Warrant Price"), the number of Shares of Common Stock of the Company
set forth above (the "Shares"); provided however that the right to exercise the
Warrants shall terminate immediately upon a merger, acquisition, sale of voting
control or sale of substantially all of the assets of the Company in which the
shareholders of the Company do not own a majority of the outstanding shares of
the surviving corporation (collectively, a "Change in Control."). The number of
Shares issuable upon exercise of each Warrant evidenced hereby and the Warrant
Price shall be subject to adjustment from time to time as set forth in the
Warrant Agreement referred to below.
The Warrants evidenced hereby represent the right to purchase an
aggregate of up to 2,138,513 Shares, subject to certain adjustments, and are
issued under and in accordance with a Series H Dealer Warrant Agreement, dated
as of November 23, 2005 (the "Warrant Agreement"), between the Company and the
Warrantholder and are subject to the terms and provisions contained in the
Warrant Agreement, to all of which the Warrantholder by acceptance hereof
consents. All capitalized terms in this Warrant Certificate, to the extent not
otherwise defined herein, shall have the meaning assigned to such terms in the
Warrant Agreement.
The Warrants evidenced hereby may be exercised in whole or in part by
presentation of this Warrant Certificate with the Purchase Form attached hereto
duly executed (with a signature guarantee as provided thereon) and simultaneous
payment of the Warrant Price at the principal office of the Company. Payment of
such price shall be made as described in the Warrant Agreement.
Upon any partial exercise of the Warrants evidenced hereby, there shall
be signed and issued to the Warrantholder a new Warrant Certificate in respect
of the Shares as to which the Warrants evidenced hereby shall not have been
exercised. These Warrants may be exchanged at the office of the Company by
surrender of this Warrant Certificate properly endorsed for one or more new
Warrants of the same aggregate number of Shares as evidenced by the Warrant or
Warrants exchanged. No fractional Shares of Common Stock will be issued upon the
exercise of rights to purchase hereunder, but the Company shall pay the cash
value of any fraction upon the exercise of one or more Warrants. These Warrants
are transferable at the office of the Company in the manner and subject to the
limitations set forth in the Warrant Agreement.
This Warrant Certificate does not entitle any Warrantholder to any of
the rights of a stockholder of the Company unless and until the Warrantholder
exercises its rights to purchase Shares hereunder.
RAPTOR NETWORKS TECHNOLOGY, INC.,
a Colorado corporation
Dated: November 23, 2005 /S/ XXX XXX XXXXX
--------------------------------
By: Xxx xxx Xxxxx
Its: CFO
================================================================================
18
PURCHASE FORM
RAPTOR NETWORKS TECHNOLOGY, INC.,
___________________________
___________________________
The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant Certificate for, and to purchase
thereunder, ____________ Shares of Common Stock (the "Shares") provided for
therein, and requests that certificates for the Shares be issued in the name of:
________________________________________________________________________________
(Please Print or Type Name)
________________________________________________________________________________
________________________________________________________________________________
(Address, including zip code)
________________________________________________________________________________
(Social Security No. or Tax I.D. No.)
and, if said number of Shares shall not be all the Shares purchasable hereunder,
that a new Warrant Certificate for the balance of the Shares purchasable under
the within Warrant Certificate be registered in the name of the undersigned
Warrantholder or his Assignee as below indicated and delivered to the address
stated below.
Name of Warrantholder
or Assignee: ___________________________________________________________________
(Please Print)
Address:________________________________________________________________________
________________________________________________________________________________
Signature:____________________________________________ Dated: _________________
Note: The above signature must correspond with the name as written upon the face
of this Warrant Certificate in every particular, without alteration or
enlargement or any change whatever, unless these Warrants have been assigned.
Signatures Guaranteed:__________________________________________________________
(Signature must be guaranteed by a bank or trust company having an office or
correspondent in the United States or by a member firm of a registered
securities exchange or the National Association of Securities Dealers, Inc.)
ASSIGNMENT
(To be signed only upon assignment of Warrants)
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 attached Warrant with respect to the number of Shares covered by the
Warrant set forth below:
(Name and Address of Assignee Must Be Printed or Typewritten)
Name of Assignee Social Security No. Address No. of
or Tax ID No. Shares
________________________________________________________________________________
and does hereby irrevocably constitute and appoint _____________________________
_________________________________ Attorney to transfer said Warrants on the
books of the Company, with full power of substitution in the premises.
Dated: _____________________________ ______________________________________
Signature of Registered Holder
Note: The signature on this assignment must correspond with the name as it
appears upon the face of the within Warrant Certificate in every particular,
without alteration or enlargement or any change whatever.
Signature Guaranteed: __________________________________________________________
(Signature must be guaranteed by a bank or trust company having an office or
correspondent in the United States or by a member firm of a registered
securities exchange or the National Association of Securities Dealers, Inc.)
