THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 NOR UNDER APPLICABLE STATE
SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER
SUCH LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE
THE SALE, TRANSFER AND ENCUMBRANCE OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
CONDITIONS OF A STOCKHOLDERS' AGREEMENT, DATED AS OF
MAY 25, 1994, AMONG XXXXXXX WASTE SYSTEMS, INC. AND
CERTAIN HOLDERS OF ITS OUTSTANDING CAPITAL STOCK AND RIGHTS
TO ACQUIRE CAPITAL STOCK. COPIES OF SUCH AGREEMENT MAY BE
OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF
RECORD OF THIS CERTIFICATE TO THE SECRETARY
OF XXXXXXX WASTE SYSTEMS, INC.
May 25, 1994
STOCK PURCHASE WARRANT
To Subscribe for and Purchase Class A Common Stock of
XXXXXXX WASTE SYSTEMS, INC.
VOID AFTER OCTOBER 31, 2003
R1994-8
THIS CERTIFIES that, for value received, XXXXXXX X. XXXXXXX, or
registered assigns, is entitled, subject to the terms of Section 1 hereof, to
subscribe for and purchase from Xxxxxxx Waste Systems, Inc., a Delaware
corporation (hereinafter called the "Company"), at the price of $0.01 per share
(such price, as from time to time to be adjusted as hereinafter provided, being
hereinafter called the "Warrant Price"), at any time on or prior to October 31,
2003 up to 13,500 fully paid, nonassessable shares of Class A Common Stock, $.01
par value, of the Company ("Class A Common Stock"), subject, however, to the
provisions and upon the terms and conditions hereinafter set forth.
Section 1. Exercise of Warrant. This Warrant may be exercised by the
holder hereof, in whole or in part (but not as to a fractional share of Class A
Common Stock), by the completion of the subscription form attached hereto and by
the surrender of this Warrant (properly endorsed) at the office of the Company
in Rutland, Vermont (or at such other agency or office of the Company in the
United States as it may designate by notice in writing to the holder hereof at
the address of the holder hereof appearing on the books of the Company), and by
payment to the
Company of the Warrant Price, in cash or by certified or official bank check,
for each share being purchased. In the event of any exercise of the rights
represented by this Warrant, a certificate or certificates for the shares of
Class A Common Stock so purchased, registered in the name of the holder hereof,
shall be delivered to the holder hereof within a reasonable time, not exceeding
five business days, after the rights represented by this Warrant shall have been
so exercised; and, unless this Warrant has expired or been exercised in full, a
new Warrant representing the number of shares (except a remaining fractional
share), if any, with respect to which this Warrant shall not then have been
exercised shall also be issued to the holder hereof within such time. With
respect to any such exercise, the holder hereof shall for all purposes be deemed
to have become the holder of record of the number of shares of Class A Common
Stock evidenced by such certificate or certificates from the date on which this
Warrant was surrendered and payment of the Warrant Price was made irrespective
of the date of delivery of such certificate, except that, if the date of such
surrender and payment is a date on which the stock transfer books of the Company
are closed, such person shall be deemed to have become the holder of such shares
at the close of business on the next succeeding date on which the stock transfer
books are open. No fractional shares shall be issued upon exercise of this
Warrant. If any fractional interest in a share of Class A Common Stock would,
except for the provisions of this Section 1, be delivered upon any such
exercise, the Company, in lieu of delivering the fractional share thereof, shall
pay to the holder hereof an amount in cash equal to the current market price of
such fractional interest as determined in good faith by the Board of Directors
of the Company.
Section 2. Adjustment of Number of Shares. Upon each adjustment of the
Warrant Price as provided herein, the holder of this Warrant shall thereafter be
entitled to purchase, at the Warrant Price resulting from such adjustment, the
number of shares (calculated to the nearest tenth of a share) obtained by
multiplying the Warrant Price in effect immediately prior to such adjustment by
the number of shares purchasable pursuant hereto immediately prior to such
adjustment and dividing the product thereof by the Warrant Price resulting from
such adjustment.
Section 3. Adjustment of Price Upon Issuance of Common Stock. Except with
respect to the issuance of shares of Class A Common Stock that constitute a
Permitted Stock Transaction under Subsection 5.7 of the 1994 Purchase Agreement,
if and whenever the Company shall issue or sell any shares of its Common Stock
(as defined in paragraph (n) of this Section 3) for a consideration per share
less than the Warrant Price in effect immediately prior to the time of such
issue or sale, then, forthwith upon such issue or sale, the Warrant Price shall
be reduced to the price (calculated to the nearest $.001) determined by dividing
(a) an amount equal to the sum of: (x) the number of shares of Common Stock
outstanding immediately prior to such issue or sale (including as outstanding
all shares of Class A Common Stock issuable upon exercise of this Warrant
immediately prior to such issue or sale) multiplied by the then existing Warrant
Price; and (y) the consideration, if any,
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received by the Company upon such issue or sale, by (b) the total number of
shares of Common Stock outstanding immediately after such issue or sale
(including as outstanding all shares of Class A Common Stock issuable upon
exercise of this Warrant immediately prior to such issue or sale). No
adjustments of the Warrant Price, however, shall be made in an amount less than
$.001 per share, but any such lesser adjustment shall be carried forward and
shall be made at the time and together with the next subsequent adjustment which
together with any adjustments so carried forward shall amount to $.001 per share
or more.
For purposes of this Section 3, the following paragraphs (a) to (n),
inclusive, shall also be applicable:
(a) Issuance of Rights or Options. In case at any time the Company
shall in any manner grant (whether directly or by assumption in a
merger or otherwise) any rights to subscribe for or to purchase,
or any options for the purchase of, Common Stock or any stock or
securities convertible into or exchangeable for Common Stock (such
rights or options being herein called "Options" and such
convertible or exchangeable stock or securities being herein
called "Convertible Securities"), whether or not such Options or
the right to convert or exchange any such Convertible Securities
are immediately exercisable, and the price per share for which
Common Stock is issuable upon the exercise of such Options or upon
conversion or exchange of such Convertible Securities (determined
by dividing: (i) the total amount, if any, received or receivable
by the Company as consideration for the granting of such Options,
plus the minimum aggregate amount of additional consideration
payable to the Company upon the exercise of all such Options,
plus, in the case of such Options which relate to Convertible
Securities, the minimum aggregate amount of additional
consideration, if any, payable upon the issue or sale of such
Convertible Securities and upon the conversion or exchange
thereof; by (ii) the total maximum number of shares of Common
Stock issuable upon the exercise of such Options or upon the
conversion or exchange of all such Convertible Securities issuable
upon the exercise of such Options) shall be less than the Warrant
Price in effect immediately prior to the time of the granting of
such Options, then the total maximum number of shares of Common
Stock issuable upon the exercise of such Options or upon
conversion or exchange or the total maximum amount of such
Convertible Securities issuable upon the exercise of such options
shall be deemed to have been issued for such price per share as of
the date of granting of such Options and thereafter shall be
deemed to be outstanding. Except as otherwise provided in
paragraph (c), no adjustment of the Warrant Price shall be made
upon the actual issue of such Common Stock or of such Convertible
Securities
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upon exercise of such Options or upon the actual issue of such
Common Stock upon conversion or exchange of such Convertible
Securities.
(b) Issuance of Convertible Securities. In case the Company shall
in any manner issue (whether directly or by assumption in a merger
or otherwise) or sell any Convertible Securities, whether or not
the rights to exchange or convert thereunder are immediately
exercisable, and the price per share for which Common Stock is
issuable upon such conversion or exchange (determined by dividing:
(i) the total amount received or receivable by the Company as
consideration for the issue or sale of such Convertible
Securities, plus the minimum aggregate amount of additional
consideration, if any, payable to the Company upon the conversion
or exchange of all such Convertible Securities; by (ii) the total
maximum number of shares of Common Stock issuable upon the
conversion or exchange of all such Convertible Securities) shall
be less than the Warrant Price in effect immediately prior to the
time of such issue or sale, then the total maximum number of
shares of Common Stock issuable upon conversion or exchange of all
such Convertible Securities shall be deemed to have been issued
for such price per share as of the date of the issue or sale of
such Convertible Securities and thereafter shall be deemed to be
outstanding, provided that: (i) except as otherwise provided in
paragraph (c) below, no adjustment of the Warrant Price shall be
made upon the actual issue of such Common Stock upon conversion or
exchange of such Convertible Securities; and (ii) if any such
issue or sale of such Convertible Securities is made upon exercise
of any Option to purchase any such Convertible Securities for
which adjustments of the Warrant Price have been or are to be made
pursuant to other provisions of this Section 3, no further
adjustment of the Warrant Price shall be made by reason of such
issue or sale.
(c) Change in Option Price or Conversion Rate. Upon the happening
of any of the following events, namely, if the purchase price
provided for in any Option referred to in paragraph (a), the
additional consideration, if any, payable upon the conversion or
exchange of any Convertible Securities referred to in paragraph
(a) or (b), or the rate at which any Convertible Securities
referred to in paragraph (a) or (b) are convertible into or
exchangeable for Common Stock shall change at any time (other than
under or by reason of provisions designed to protect against
dilution), the Warrant Price in effect at the time of such event
shall forthwith be readjusted to the Warrant Price which would
have been in effect at such time had such Options or Convertible
Securities still outstanding provided for such changed purchase
price, additional consideration or conversion rate, as the case
may be, at the time initially granted, issued or sold; and on the
expiration of any such Option or the
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termination of any such right to convert or exchange such
Convertible securities, the Warrant Price then in effect hereunder
shall forthwith be increased to the Warrant Price which would have
been in effect at the time of such expiration or termination had
such Option or Convertible Securities, to the extent outstanding
immediately prior to such expiration or termination, never been
issued, and the Common Stock issuable thereunder shall no longer
be deemed to be outstanding.
(d) Stock Dividends. In case the Company shall declare a dividend
or make any other distribution upon any stock of the Company
payable in Common Stock, Options or Convertible Securities, any
Common Stock, Options or Convertible Securities, as the case may
be, issuable in payment of such dividend or distribution shall be
deemed to have been issued in a subdivision of outstanding shares
as provided in paragraph (h) below.
(e) Consideration for Stock. In case any shares of Common Stock,
Options or Convertible Securities shall be issued or sold for
cash, the consideration received therefor shall be deemed to be
the amount received by the Company therefor, without reduction
therefrom of any expenses incurred or any underwriting commissions
or concessions paid or allowed by the Company in connection
therewith. In case any shares of Common Stock, Options or
Convertible Securities shall be issued or sold for a consideration
other than cash, the amount of the consideration other than cash
received by the Company shall be deemed to be the fair value of
such consideration as determined in good faith by the Board of
Directors of the Company, without deduction of any expenses
incurred or any underwriting commissions or concessions paid or
allowed by the Company in connection therewith. The amount of
consideration deemed to be received by the Company pursuant to the
foregoing provisions of this paragraph (e) upon any issue or sale,
pursuant to an established compensation plan of the Company to
directors, officers or employees of the Company in connection with
their employment, of shares of Common Stock, Options or
Convertible Securities shall be increased by the amount of any tax
benefit realized by the Company as a result of such issue or sale,
the amount of such tax benefit being the amount by which the
Federal and/or State income or other tax liability of the Company
shall be reduced by reason of any deduction or credit in respect
of such issue or sale. In case any Options
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shall be issued in connection with the issue and sale of other
securities of the Company, together comprising one integral
transaction in which no specific consideration is allocated to
such Options by the parties thereto, such options shall be deemed
to have been issued without consideration. In case any shares of
Common Stock, Options or Convertible Securities shall be issued in
connection with any merger or consolidation in which the Company
is the surviving corporation, the amount of consideration therefor
shall be deemed to be the fair value as determined in good faith
by the Board of Directors of the Company of such portion of the
assets and business of the non-surviving corporation as such Board
shall determine to be attributable to such Common Stock, Options
or Convertible Securities, as the case may be. In the event of any
consolidation or merger of the Company in which the Company is not
the surviving corporation or in the event of any sale of all or
substantially all the assets of the Company for stock or other
securities of any corporation, the Company shall be deemed to have
issued a number of shares of its Common Stock for stock or
securities of the other corporation computed on the basis of the
actual exchange ratio on which the transaction was predicated and
for a consideration equal to the fair market value on the date of
such transaction of such stock or securities of the other
corporation, and, if any such calculation results in adjustment of
the Warrant Price, the determination of the number of shares of
Common Stock receivable under this Warrant immediately prior to
such merger, consolidation or sale, for purposes of paragraph (j),
shall be made after giving effect to such adjustment of the
Warrant Price.
(f) Record Date. In case the Company shall take a record of the
holders of its Common Stock for the purpose of entitling them: (i)
to receive a dividend or other distribution payable in Common
Stock, Options or Convertible Securities; or (ii) to subscribe for
or purchase Common Stock, Options or Convertible Securities, then
such record date shall be deemed to be the date of the issue or
sale of the shares of Common Stock deemed to have been issued or
sold upon the declaration of such dividend or the making of such
other distribution or the date of the granting of such right of
subscription or purchase, as the case may be.
(g) Treasury Shares. The number of shares of Common Stock
outstanding at any given time shall not include shares owned or
held by or for the account of the Company, and the disposition of
any such shares shall be considered an issue or sale of Common
Stock for the purposes of this Section 3.
(h) Subdivision or Combination of Stock. In case the Company shall
at any time subdivide its outstanding shares of Common Stock into
a greater number of shares, the Warrant Price in effect
immediately prior to such subdivision shall be proportionately
reduced, i.e., the holder shall be entitled to purchase after such
subdivision, for the same consideration as applicable prior to
such subdivision, the same
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percentage of outstanding Common Stock that such holder was
entitled to purchase prior to such subdivision, and conversely, in
case the outstanding shares of Common Stock of the Company shall
be combined into a smaller number of shares, the Warrant Price in
effect immediately prior to such combination shall be
proportionately increased.
(i) Reorganization, Reclassification, Consolidation, Merger or
Sale. If any capital reorganization or reclassification of the
capital stock of the Company or any consolidation or merger of the
Company with another corporation, or the sale of all or
substantially all its assets to another corporation shall be
effected in such a way that holders of Common Stock shall be
entitled to receive stock, securities or assets with respect to or
in exchange for Common Stock, then, as a condition of such
reorganization, reclassification, consolidation, merger or sale,
lawful and adequate provisions shall be made whereby each holder
of the Warrants shall thereafter have the right to receive upon
the basis and upon the terms and conditions specified herein and
in lieu of the shares of Common Stock of the Company immediately
theretofore receivable upon the exercise of such Warrant or
Warrants, such shares of stock, securities or assets (including
cash) as may be issued or payable with respect to or in exchange
for a number of outstanding shares of Common Stock equal to the
number of shares of such stock immediately theretofore so
receivable had such reorganization, reclassification,
consolidation, merger or sale not taken place, and in any such
case appropriate provision shall be made with respect to the
rights and interests of such holder to the end that the provisions
hereof (including, without limitation, provisions for adjustments
of the Warrant Price) shall thereafter be applicable, as nearly as
may be, in relation to any shares of stock, securities or assets
thereafter deliverable upon the exercise of such Warrants
(including an immediate adjustment, by reason of such
consolidation or merger, of the Warrant Price to the value for the
Common Stock reflected by the terms of such consolidation or
merger if the value so reflected is less than the Warrant Price in
effect immediately prior to such consolidation or merger). In the
event of a merger or consolidation of the Company as a result of
which a greater or lesser number of shares of Common Stock of the
surviving corporation are issuable to holders of Common Stock of
the Company outstanding immediately prior to such merger or
consolidation, the Warrant Price in effect immediately prior to
such merger or consolidation shall be adjusted in the same manner
as though there were a subdivision or combination of the
outstanding shares of Common Stock of the Company. The Company
will not effect any such consolidation, merger or sale, unless
prior to the consummation thereof
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the successor corporation (if other than the Company) resulting
from such consolidation or merger or the corporation purchasing
such assets shall assume, by written instrument executed and
mailed or delivered to each Warrantholder at the last address of
such holder appearing on the books of the Company, the obligation
to deliver to such holder such shares of stock, securities or
assets as, in accordance with the foregoing provisions, such
holder may be entitled to receive upon exercise of such Warrants.
(j) Notice of Adjustment. Upon any adjustment of the Warrant
Price, then and in each such case the Company shall give written
notice thereof, by first class mail, postage prepaid, addressed to
each Warrantholder at the address of such holder as shown on the
books of the Company, which notice shall state the Warrant Price
resulting from such adjustment, setting forth in reasonable detail
the method of calculation and the facts upon which such
calculation is based.
(k) Stock to Be Reserved. The Company will at all times reserve
and keep available out of its authorized Common Stock or its
treasury shares, solely for the purpose of issuance upon the
exercise of this Warrant as herein provided, such number of shares
of Common Stock as shall then be issuable upon the exercise of
this Warrant. The Company covenants that all shares of Common
Stock which shall be so issued shall be duly and validly issued
and fully paid and nonassessable and free from all taxes, liens
and charges with respect to the issue thereof, and, without
limiting the generality of the foregoing, the Company covenants
that it will from time to time take all such action as may be
requisite to assure that the par value per share of the Common
Stock is at all times equal to or less than the effective Warrant
Price. The Company will take all such action as may be necessary
to assure that all such shares of Common Stock may be so issued
without violation of any applicable law or regulation, or of any
requirements of any national securities exchange upon which the
Common Stock of the company may be listed. The Company will not
take any action which results in any adjustment of the Warrant
Price if the total number of shares of Common Stock issued and
issuable after such action upon exercise of this Warrant would
exceed the total number of shares of Common Stock then authorized
by the Company's Certificate of Incorporation. The Company has not
granted and will not grant any right of first refusal with respect
to shares issuable upon exercise of this Warrant, and there are no
preemptive rights associated with such shares.
(l) Issue Tax. The issuance of certificates for shares of Common
Stock upon exercise of this Warrant shall be made without charge
to the
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holder hereof for any issuance tax in respect thereof, provided
that the Company shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and
delivery of any certificate in a name other than that of the
Warrantholder.
(m) Closing of Books. The Company will at no time close its
transfer books against the transfer of the shares of Common Stock
issued or issuable upon the exercise of this Warrant in any manner
which interferes with the timely exercise of this Warrant.
(n) Definition of Common Stock. As used herein the term "Common
Stock" shall mean and include the Class A Common Stock, $.01 par
value, of the Company and the Class B Common Stock, $.01 par
value, of the Company, as authorized on May 25, 1994 and also any
capital stock of any class of the Company hereinafter authorized
which shall not be limited to a fixed sum or percentage in respect
of the rights of the holders thereof to participate in dividends
or in the distribution of assets upon the voluntary or involuntary
liquidation, dissolution or winding up of the Company; provided,
however, that the shares purchasable pursuant to this Warrant
shall include only shares designated as Class A Common Stock, $.01
par value, of the Company on May 25, 1994, or shares of any class
or classes resulting from any reclassification or
reclassifications thereof and in case at any time there shall be
more than one such resulting class, the shares of each class then
so issuable shall be substantially in the proportion which the
total number of shares of such class resulting from all such
reclassifications bears to the total number of shares of all such
classes resulting from all such reclassifications.
Section 4. Notices of Record Dates. In the event of:
(a) any taking by the Company of a record of the holders of any
class of securities for the purpose of determining the holders
thereof who are entitled to receive any dividend or other
distribution (other than cash dividends out of earned surplus), 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 right to sell shares of stock of any class or
any other right; or
(b) 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 the assets of
the Company to or consolidation or merger of the Company with or
into any other corporation or entity; or
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(c) any voluntary or involuntary dissolution, liquidation or
winding-up of the Company, then and in each such event the Company
will give notice to the holder of this Warrant specifying: (i) the
date on which any such record is to be taken for the purpose of
such dividend, distribution or right and stating the amount and
character of such dividend, distribution or right; and (ii) the
date on which any such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution,
liquidation or winding-up is to take place, and the time, if any
is to be fixed, as of which the holders of record of Common Stock
will be entitled to exchange their shares of Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, recapitalization, transfer, consolidation,
merger, dissolution, liquidation or winding-up. Such notice shall
be given at least 20 days and not more than 90 days prior to the
date therein specified, and such notice shall state that the
action in question or the record date is subject to (x) the
effectiveness of a registration statement under the Securities Act
of 1933 and applicable state securities laws, or (y) a favorable
vote of stockholders, if either is required.
Section 5. No Stockholder Rights or Liabilities.
(a) Except as set forth in paragraph (b) of this Section 5 and in
the Stockholders Agreement, this Warrant shall not entitle the
holder hereof to any voting rights or other rights as a
stockholder of the Company. No provision hereof, in the absence of
affirmative action by the holder hereof to purchase shares of
Common Stock, and no mere enumeration herein of the rights or
privileges of the holder hereof shall give rise to any liability
of such holder for the Warrant price or as a stockholder of the
Company, whether such liability is asserted by the Company or by
creditors of the Company.
(b) At any time while this Warrant is outstanding, the Company
shall, prior to making any distribution of its property or assets
to the holders of its Common Stock as a dividend in liquidation or
partial liquidation or by way of return of capital or any dividend
payable out of funds legally available for dividends under the
laws of the State of Delaware, give to the holder of this Warrant,
not less than 20 days, prior written notice of any such
distribution. If such holder shall exercise this Warrant on or
prior to the date of such distribution set forth in such notice,
such holder shall be entitled to receive, upon such exercise: (i)
the number of shares of Common Stock receivable pursuant to such
exercise; and (ii) without payment of any additional
consideration, a sum equal to the amount of such property or
assets as would have been payable to the holder hereof as an owner
of the shares described in clause (i) of this
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paragraph (b) had the holder hereof been the holder of record of
such shares on the record date for such distribution; and an
appropriate provision with respect to such payment to such holder
as described in this paragraph (b) shall be made a part of any
such distribution.
Section 6. Lost, Stolen, Mutilated or Destroyed Warrant.. If this Warrant
is lost, stolen, mutilated or destroyed, the Company may, on such terms as to
indemnity or otherwise as it may in its discretion reasonably impose (which
shall, in the case of a mutilated Warrant, include the surrender thereof), issue
a new Warrant of like denomination and tenor as the Warrant so lost, stolen,
mutilated or destroyed. Any such new Warrant shall constitute an original
contractual obligation of the Company, whether or not the allegedly lost,
stolen, mutilated or destroyed Warrant shall be at any time enforceable by
anyone.
Section 7. Notices. All notices, requests and other communications
required or permitted to be given or delivered hereunder shall be in writing,
and shall be delivered, or shall be sent by certified or registered mail,
postage prepaid and addressed, if to the holder to such holder at the address
shown on the records of the Company or at such other address as shall have been
furnished to the Company by notice from such holder. All notices, requests and
other communications required or permitted to be given or delivered hereunder
shall be in writing, and shall be delivered, or shall be sent by certified or
registered mail, postage prepaid and addressed to the Company, at X.X. Xxx 000,
Xxxxxxx, Xxxxxxx 00000; Attention: President, or at such other address as shall
have been furnished to the holder by notice from the Company.
Section 8. Law Governing. This Warrant shall be governed by and construed
in accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, XXXXXXX WASTE SYSTEMS, INC., has executed this
Warrant on and as of the 25th day of May, 1994.
XXXXXXX WASTE SYSTEMS, INC.
By: _________________________________
President
[Corporate Seal]
Attest:
____________________________
Secretary
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SUBSCRIPTION FORM TO BE EXECUTED
UPON EXERCISE OF THE WARRANT
[Date]
To Xxxxxxx Waste Systems, Inc.:
The undersigned, pursuant to the provisions set forth in the Warrant,
hereby agrees to subscribe for and purchase [specify] shares of Class A Common
Stock covered by such Warrant, and herewith tenders $[specify] in full payment
of the purchase price for such shares.
Name of Holder: _____________________
By: _________________________________
Address: ____________________________
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