WARRANT NO. CSW-___ NUMBER OF SHARES: ____________
Exhibit
10.2
NEITHER
THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OR CONVERSION OF
THESE SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PROVIDED BY ARTICLE
IV OF THAT CERTAIN SECURITIES PURCHASE AGREEMENT, DATED AS OF MARCH [__], 2009,
BY AND AMONG SUNESIS PHARMACEUTICALS, INC. AND THE PURCHASERS IDENTIFIED ON THE
SIGNATURE PAGES THERETO.
|
WARRANT
NO. CSW-___
|
NUMBER
OF SHARES: ____________
|
|
DATE
OF ISSUANCE: [___________], 2009
|
(subject
to adjustment)
|
|
VOID
AFTER [___________], 200__
|
WARRANT
TO PURCHASE SHARES OF COMMON STOCK
Sunesis
Pharmaceuticals, Inc.
This
Certifies That, for value received, [____], or its
permitted registered assigns (the “Holder”),
is entitled to subscribe for and purchase at the Exercise Price (defined below)
from Sunesis Pharmaceuticals, Inc., a Delaware corporation (the “Company”),
up to [____] shares of the common stock of the Company, par value $0.0001 per
share (the “Common
Stock”). This warrant is one of a series of warrants issued by
the Company as of the date hereof (individually, a “Warrant,” and collectively, the
“Warrants”)
pursuant to that certain Securities Purchase Agreement between the Company and
each of the Purchasers that is a party thereto, dated as of March 31, 2009 (the
“Purchase
Agreement”).
1. Definitions. Capitalized
terms used herein but not otherwise defined herein shall have their respective
meanings as set forth in the Purchase Agreement. As used herein, the
following terms shall have the following respective meanings:
(A) “Eligible
Market” means any of The NASDAQ Global Market, The NASDAQ Global Select
Market or The NASDAQ Capital Market.
(B) “Exercise
Period” shall mean the period ending seven (7) years from the date
hereof, unless sooner terminated as provided below.
(C) “Exercise
Price” shall mean $0.22 per share, subject to adjustment pursuant to
Section 4
below.
(D) “Exercise
Shares” shall mean the shares of Common Stock issuable upon exercise of
this Warrant.
(E) “Fundamental
Transaction” means (i) any consolidation or merger of the Company with or
into any other corporation or other entity or person, or any other corporate
reorganization, in which the stockholders of the Company immediately prior to
such consolidation, merger or reorganization own less than 50% of the voting
power of the surviving entity immediately after such consolidation, merger or
reorganization, or the Common Stock is converted into or exchanged for
securities, cash or other property (ii) any transaction or series of related
transactions to which the Company is a party in which in excess of 50% of the
Company’s voting power is transferred other than the sale of equity securities
issued pursuant to the Purchase Agreement or (iii) any sale, exclusive license
or exclusive partnering (in either case, on a worldwide or regional basis) of a
majority or more of the assets of the Company.
(F) “Parent
Entity” of a Person means an entity that, directly or indirectly,
controls the applicable Person and whose common stock or equivalent equity
security is quoted or listed on an Eligible Market, or, if there is more than
one such Person or Parent Entity, the Person or Parent Entity with the largest
public market capitalization as of the date of consummation of the Fundamental
Transaction.
(G) “Person”
means an individual, a limited liability company, a partnership, a joint
venture, a corporation, a trust, an unincorporated organization, any other
entity and a government or any department or agency thereof.
(H) “Successor
Entity” means the Person (or, if so elected by the Holder, the Parent
Entity) formed by, resulting from or surviving any Fundamental Transaction or
the Person (or, if so elected by the Holder, the Parent Entity) with which such
Fundamental Transaction shall have been entered into.
(I) “Trading
Day” shall mean (a) any day on which the Common Stock is listed or quoted
and traded on its primary Trading Market, (b) if the Common Stock is not then
listed or quoted and traded on any Eligible Market, then a day on which trading
occurs on the OTC Bulletin Board (or any successor thereto), or (c) if trading
does not occur on the OTC Bulletin Board (or any successor thereto), any
Business Day.
(J) “Trading
Market” shall mean the OTC Bulletin Board or any Eligible Market or any
other national securities exchange, market or trading or quotation facility on
which the Common Stock is then listed or quoted.
2. Exercise of
Warrant.
2.1 Exercise. The
rights represented by this Warrant may be exercised in whole or in part at any
time during the Exercise Period, by delivery of the following to the Company at
its address set forth on the signature page hereto (or at such other address as
it may designate by notice in writing to the Holder):
(A) An
executed Notice of Exercise in the form attached hereto;
(B) Payment
of the Exercise Price either (i) in cash or by check or (ii) pursuant to Section 2.2 below;
and
(C) This
Warrant.
Execution
and delivery of the Notice of Exercise shall have the same effect as
cancellation of the original Warrant and issuance of a new Warrant evidencing
the right to purchase the remaining number of Exercise Shares, if
any.
Certificates
for shares purchased hereunder shall be transmitted by the transfer agent of the
Company to the Holder by crediting the account of the Holder’s prime broker with
the Depository Trust Company through its Deposit Withdrawal Agent Commission
system if the Company is a participant in such system, and otherwise by physical
delivery to the address specified by the Holder in the Notice of Exercise within
three business days from the delivery to the Company of the Notice of Exercise,
surrender of this Warrant and payment of the aggregate Exercise Price as set
forth above. This Warrant shall be deemed to have been exercised on
the date the Exercise Price is received by the Company.
2.
The
person in whose name any certificate or certificates for Exercise Shares are to
be issued upon exercise of this Warrant shall be deemed to have become the
holder of record of such shares on the date on which this Warrant was
surrendered and payment of the Exercise Price was made, irrespective of the date
of delivery of such certificate or certificates, except that, if the date of
such surrender and payment is a date when 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.
Subject
to the final sentence of this paragraph, Section 2.3 below and to the
extent permitted by law, the Company’s obligations to issue and deliver Exercise
Shares in accordance with the terms hereof are absolute and unconditional,
irrespective of any action or inaction by the Holder to enforce the same, any
waiver or consent with respect to any provision hereof, the recovery of any
judgment against any person or entity or any action to enforce the same, or any
setoff, counterclaim, recoupment, limitation or termination, or any breach or
alleged breach by the Holder or any other person or entity of any obligation to
the Company or any violation or alleged violation of law by the Holder or any
other person or entity, and irrespective of any other circumstance which might
otherwise limit such obligation of the Company to the Holder in connection with
the issuance of Exercise Shares. The Holder shall, subject to the
following proviso, have the right to pursue any remedies available to it
hereunder, at law or in equity including, without limitation, a decree of
specific performance and/or injunctive relief with respect to the Company’s
failure to timely deliver Exercise Shares upon exercise of this Warrant as
required pursuant to the terms hereof; provided, however, that notwithstanding
anything to the contrary in this Warrant or in the Purchase Agreement, if the
Company is unable to deliver Exercise Shares upon exercise of this Warrant as
required pursuant to the terms hereof because the exercise of this Warrant is
prior to the Stockholder Approval Date (as defined in Section 2.3 below) and
such exercise would result in a violation of the Warrant Exercise Cap, the
Company shall have no obligation to pay to the Holder any cash or other
consideration or otherwise “net cash settle” this Warrant.
Except
for cash in lieu of fractional shares as provided in Section 5, this Warrant may
not be settled by the Company for cash to the Holder in lieu of Common
Stock.
2.2 Net Exercise. If
during the Exercise Period the fair market value of one share of the Common
Stock is greater than the Exercise Price (at the date of calculation as set
forth below), in lieu of exercising this Warrant by payment of cash or by check,
the Holder may, at its election, effect a “net exercise” of this Warrant, in
which event, if so effected, the Holder shall receive Exercise Shares equal to
the value (as determined below) of this Warrant (or the portion thereof being
canceled) by surrender of this Warrant at the principal office of the Company,
together with the properly endorsed Notice of Exercise, in which event the
Company shall issue to the Holder a number of shares of Common Stock computed
using the following formula:
X = Y (A-B)
A
| Where | X = | the number of Exercise Shares to be issued to the Holder |
|
|
Y
=
|
the
number of Exercise Shares with respect to which this Warrant is being
exercised
|
|
|
A
=
|
the
Fair Market Value (as defined below) of one share of the Company’s Common
Stock (at the date of such
calculation)
|
|
|
B
=
|
Exercise
Price (as adjusted to the date of such
calculation)
|
3.
For
purposes of this Warrant, the “Fair Market
Value” of one share of Common Stock shall mean (i) the average of the
closing sales prices for the shares of Common Stock on The NASDAQ Global Market
or other Eligible Market where the Common Stock is listed or traded as reported
by Bloomberg Financial Markets (or a comparable reporting service of national
reputation selected by the Company and reasonably acceptable to the Holder if
Bloomberg Financial Markets is not then reporting sales prices of such security)
(collectively, “Bloomberg”)
for the ten (10) consecutive trading days immediately prior to the Exercise
Date, or (ii) if an Eligible Market is not the principal Trading Market for the
shares of Common Stock, the average of the reported sales prices reported by
Bloomberg on the principal Trading Market for the Common Stock during the same
period, or, if there is no sales price for such period, the last sales price
reported by Bloomberg for such period, or (iii) if neither of the foregoing
applies, the last sales price of such security in the over-the-counter market on
the pink sheets or bulletin board for such security as reported by Bloomberg, or
if no sales price is so reported for such security, the last bid price of such
security as reported by Bloomberg or (iv) if fair market value cannot be
calculated as of such date on any of the foregoing bases, the fair market value
shall be as determined by the Board of Directors of the Company in the exercise
of its good faith judgment.
2.3 Limitations On Exercises Subject to
Stockholder Approval. In the event that any exercise pursuant
to this Section 2 prior
to the date of the Stockholder Approval (as defined below) would result in a
Holder becoming the
beneficial owner, directly or indirectly, of more than 19.99% of the aggregate
ordinary voting power represented by issued and outstanding Capital Stock
(the “Warrant Exercise
Cap”), notwithstanding anything to the contrary in this Warrant or in the
Purchase Agreement, the Company shall have no obligation to issue and deliver
Exercise Shares in accordance with the terms hereof unless and until the
approval of the requisite holders of the issued and outstanding voting capital
stock of the Company shall have been attained as contemplated by the Purchase
Agreement (the
Stockholder
Approval”).
2.4 Issuance Of New
Warrants. Upon any partial exercise of this Warrant, the
Company, at its expense, will forthwith and, in any event within five (5)
business days, issue and deliver to the Holder a new warrant or warrants of like
tenor, registered in the name of the Holder, exercisable, in the aggregate, for
the balance of the number of shares of Common Stock remaining available for
purchase under this Warrant.
2.5 Payment Of Taxes And
Expenses. The Company shall pay any recording, filing, stamp
or similar tax which may be payable in respect of any transfer involved in the
issuance of, and the preparation and delivery of certificates (if applicable)
representing, (i) any Exercise Shares purchased upon exercise of this Warrant
and/or (ii) new or replacement warrants in the Holder’s name or the name of any
transferee of all or any portion of this Warrant; provided, however, that the
Company shall not be required to pay any tax which may be payable in respect of
any transfer involved in the issuance, delivery or registration of any
certificates for Exercise Shares or Warrants in a name other than that of the
Holder. The Holder shall be responsible for all other tax liability
that may arise as a result of holding or transferring this Warrant or receiving
Exercise Shares upon exercise hereof.
3. Covenants
of the Company.
3.1 Covenants as to Exercise
Shares. The Company covenants and agrees that all Exercise
Shares that may be issued upon the exercise of the rights represented by this
Warrant will, upon issuance, be validly issued and outstanding, fully paid and
nonassessable, and free from all taxes, liens and charges with respect to the
issuance thereof. The Company further covenants and agrees that the
Company will at all times during the Exercise Period, have authorized and
reserved, free from preemptive rights, a sufficient number of shares of Common
Stock to provide for the exercise of the rights represented by this
Warrant. If at any time during the Exercise Period the number of
authorized but unissued shares of Common Stock shall not be sufficient to permit
exercise of this Warrant, the Company will use its commercially reasonable
efforts to take such corporate action in compliance with applicable law as may,
in the opinion of its counsel, be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as shall be sufficient
for such purposes.
4.
3.2 Notices of Record Date and Certain
Other Events. In the event of 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, the Company shall mail to the Holder, at least twenty (20) days
prior to the date on which any such record is to be taken for the purpose of
such dividend or distribution, a notice specifying such date. In the
event of any voluntary dissolution, liquidation or winding up of the Company,
the Company shall mail to the Holder, at least twenty (20) days prior to the
date of the occurrence of any such event, a notice specifying such
date. In the event the Company authorizes or approves, enters into
any agreement contemplating, or solicits stockholder approval for any
Fundamental Transaction, the Company shall mail to the Holder, at least twenty
(20) days prior to the date of the closing of such event, a notice specifying
such date. Notwithstanding the foregoing, the failure to deliver such
notice or any defect therein shall not affect the validity of the corporate
action required to be described in such notice.
4. Adjustment
of Exercise Price and Shares.
The
Exercise Price and number of Exercise Shares issuable upon exercise of this
Warrant are subject to adjustment from time to time as set forth in this Section 4.
(A) If
the Company, at any time while this Warrant is outstanding, (i) pays a stock
dividend on its Common Stock or otherwise makes a distribution on any class of
capital stock that is payable in shares of Common Stock, (ii) subdivides
outstanding shares of Common Stock into a larger number of shares, or (iii)
combines outstanding shares of Common Stock into a smaller number of shares,
then in each such case the Exercise Price shall be multiplied by a fraction of
which the numerator shall be the number of shares of Common Stock outstanding
immediately before such event and of which the denominator shall be the number
of shares of Common Stock outstanding immediately after such
event. Any adjustment made pursuant to clause (i) of this paragraph
shall become effective immediately after the record date for the determination
of stockholders entitled to receive such dividend or distribution, and any
adjustment pursuant to clause (ii) or (iii) of this paragraph shall become
effective immediately after the effective date of such subdivision or
combination.
(B) If
the Company, at any time while this Warrant is outstanding, distributes to
holders of Common Stock (i) evidences of its indebtedness, (ii) any security
(other than a distribution of Common Stock covered by the preceding paragraph),
(iii) rights or warrants to subscribe for or purchase any security, or (iv) any
other asset (in each case, “Distributed
Property”), then in each such case the Holder shall be entitled upon
exercise of this Warrant for the purchase of any or all of the Exercise Shares,
to receive the amount of Distributed Property which would have been payable to
the Holder had such Holder been the holder of such Exercise Shares on the record
date for the determination of stockholders entitled to such Distributed
Property. The Company will at all times set aside in escrow and keep
available for distribution to such holder upon exercise of this Warrant a
portion of the Distributed Property to satisfy the distribution to which such
Holder is entitled pursuant to the preceding sentence.
(C) Upon
the occurrence of each adjustment pursuant to this Section 4, the Company at its
expense will, at the written request of the Holder, promptly compute such
adjustment in accordance with the terms of this Warrant and prepare a
certificate setting forth such adjustment, including a statement of the adjusted
Exercise Price and adjusted number or type of Exercise Shares or other
securities issuable upon exercise of this Warrant (as applicable), describing
the transactions giving rise to such adjustments and showing in detail the facts
upon which such adjustment is based. Upon written request, the
Company will promptly deliver a copy of each such certificate to the Holder and
to the Company’s transfer agent.
5.
5. Fractional
Shares. No fractional shares shall be issued upon the exercise
of this Warrant as a consequence of any adjustment pursuant
hereto. All Exercise Shares (including fractions) issuable upon
exercise of this Warrant may be aggregated for purposes of determining whether
the exercise would result in the issuance of any fractional
share. If, after aggregation, the exercise would result in the
issuance of a fractional share (a) the Company shall, in lieu of issuance of any
fractional share, pay the Holder otherwise entitled to such fraction a sum in
cash equal to the product resulting from multiplying the then-current fair
market value of an Exercise Share by such fraction and (b) the number of
Exercise Shares to be issued will be rounded down to the nearest whole
share.
6. Fundamental
Transactions. The Company shall not enter into or be party to
a Fundamental Transaction unless the Successor Entity assumes this Warrant in
accordance with the provisions of this Section 6. Upon the
occurrence of any Fundamental Transaction, the Successor Entity shall succeed
to, and be substituted for (so that from and after the date of such Fundamental
Transaction, the provisions of this Warrant referring to the “Company” shall
refer instead to the Successor Entity), and may exercise every right and power
of the Company and shall assume all of the obligations of the Company under this
Warrant with the same effect as if such Successor Entity had been named as the
Company herein. Prior to the consummation of any Fundamental Transaction
pursuant to which holders of shares of Common Stock are entitled to receive
securities or other assets with respect to or in exchange for shares of Common
Stock (a “Corporate
Event”), the Company shall make appropriate provision to ensure that the
Holder will thereafter have the right to receive upon an exercise of this
Warrant at any time after the consummation of the Fundamental Transaction but
prior to the Expiration Date, in lieu of the Exercise Shares (or other
securities, cash, assets or other property) purchasable upon the exercise of the
Warrant prior to such Fundamental Transaction, such shares of stock, securities,
cash, assets or any other property whatsoever (including warrants or other
purchase or subscription rights) which the Holder would have been entitled to
receive upon the happening of such Fundamental Transaction had the Warrant been
exercised immediately prior to such Fundamental Transaction, provided, however
that in the event of a Corporate Event in which (x) the Common Stock is
converted into or exchanged for anything other than solely equity securities,
and (y) the common stock of the Successor Entity is publicly traded, then,
as part of such Corporate Event, (i) the Holder will thereafter have the
right to receive upon an exercise of this Warrant such number of shares of
common stock of the Successor Entity as is determined by multiplying
(A) the number of shares of Common Stock subject to this Warrant
immediately prior to such Corporate Event by (B) a fraction, the numerator
of which is the Fair Market Value per share of Common Stock as of immediately
prior to the effectiveness of such Corporate Event, and the denominator of which
is the fair market value per share of common stock of the Successor Entity, as
determined in good faith by the Board of Directors of the Company (using the
same principles set forth in the definition of Fair Market Value to the extent
applicable), and (ii) the exercise price per share of common stock of the
acquiring or surviving company shall be the Exercise Price divided by the
fraction referred to in clause (B) above, and in any such case, appropriate
adjustment (as determined in good faith by the Board of Directors of the
Company) shall be made in the application of the provisions set forth herein
with respect to the rights and interests thereafter of the Holder, to the end
that the provisions set forth in this Section 6 shall thereafter be applicable,
as nearly as reasonably may be, in relation to any securities, cash or other
property thereafter deliverable upon the exercise of this Warrant. Provision
made pursuant to the preceding sentence shall be in a form and substance
reasonably satisfactory to the Holder. The provisions of this Section 6 shall apply
similarly and equally to successive Fundamental Transactions and Corporate
Events and shall be applied without regard to any limitations on the exercise of
this Warrant.
6.
7. No
Stockholder Rights. Other than as provided
in Section 3.2 or
otherwise herein, this Warrant in and of itself shall not entitle the Holder to
any voting rights or other rights as a stockholder of the Company.
8. Transfer of
Warrant. Subject to applicable laws and any restrictions on
transfer set forth in the Purchase Agreement,
this Warrant and all rights hereunder are transferable, by the Holder in person
or by duly authorized attorney, upon delivery of this Warrant and the form of
assignment attached hereto to any transferee designated by
Holder. The transferee shall sign an investment letter in form and
substance reasonably satisfactory to the Company and its counsel. Any
purported transfer of all or any portion of this Warrant in violation of the
provisions of this Warrant shall be null and void.
9. 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 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 this 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.
10. Notices,
Etc. All notices required or permitted hereunder shall be in
writing and shall be deemed effectively given: (a) upon personal delivery to the
party to be notified, (b) when sent by confirmed facsimile to the facsimile
number specified in writing by the recipient if sent during normal business
hours of the recipient on a Trading Day, if not, then on the next Trading Day,
(c) the next Trading Day after deposit with a nationally recognized overnight
courier, specifying next day delivery, with written verification of
receipt. All communications shall be sent to the Company at the
address listed on the signature page hereto and to Holder at the applicable
address set forth on the applicable signature page to the Purchase Agreement or
at such other address as the Company or Holder may designate by ten (10) days
advance written notice to the other parties hereto.
11. Acceptance. Receipt
of this Warrant by the Holder shall constitute acceptance of and agreement to
all of the terms and conditions contained herein.
12. Governing
Law. This Warrant and all rights, obligations and liabilities
hereunder shall be governed by, and construed in accordance with, the internal
laws of the State of California, without giving effect to the principles of
conflicts of law that would require the application of the laws of any other
jurisdiction.
13. Amendment
or Waiver. Any term of this Warrant may be amended or waived
(either generally or in a particular instance and either retroactively or
prospectively) with the written consent of the Company and the Purchaser or
Purchasers holding or having the right to acquire, at the time of such
amendment, at least a majority-in-interest of the total Unit Shares then held by
any Purchaser. No waivers of any term, condition or provision of this
Warrant, in any one or more instances, shall be deemed to be, or construed as, a
further or continuing waiver of any such term, condition or
provision. The Holder acknowledges that the Purchaser or Purchasers
holding or having the right to acquire, at the time of such amendment, at least
a majority-in-interest of the total Unit Shares then held by any Purchaser have
the power to bind all of the Holders.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
7.
In Witness
Whereof, the Company has caused this Warrant to be executed by its duly
authorized officer as of [___________], 2009.
| SUNESIS PHARMACEUTICALS, INC. | |||
|
|
By:
|
||
| Name: Xxxxxx X. Xxxxxxx, Xx. | |||
|
Title: President
and Chief Executive Officer
|
|||
| Address: | 000 Xxxxxx Xxxxx Xxxxxxxxx | ||
| Xxxxx 000 | |||
| Xxxxx Xxx Xxxxxxxxx, XX 00000 | |||
8.
NOTICE
OF EXERCISE
TO: SUNESIS
PHARMACEUTICALS, INC.
(1) The
undersigned hereby elects to purchase [____] shares of the common stock, par
value $0.0001 per share (the “Common
Stock”), of SUNESIS PHARMACEUTICALS, INC. (the “Company”)
pursuant to the terms of the attached Warrant, and tenders herewith payment of
the exercise price in full, together with all applicable transfer taxes, if
any.
[_] The
undersigned hereby elects to purchase [____] shares of Common Stock of the
Company pursuant to the terms of the net exercise provisions set forth in Section 2.2 of the attached
Warrant, and shall tender payment of all applicable transfer taxes, if
any.
(2) Please
issue the certificate for shares of Common Stock in the name of:
Print or
type name
(3) If
such number of shares shall not be all the shares purchasable upon the exercise
of the Warrants evidenced by this Warrant, a new warrant certificate for the
balance of such Warrants remaining unexercised shall be registered in the name
of and delivered to:
Please
insert social security or other identifying number: _____________
(Date)
| _______________________________________ | |
|
(Signature)
|
|
| _______________________________________ | |
|
(Print
name)
|
ASSIGNMENT
FORM
(To
assign the foregoing Warrant, execute this form and supply required
information. Do not use this form to purchase shares.)
FOR VALUE
RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
assigned to:
| Name: | _______________________________________ |
|
(Please
Print)
|
|
| Address: | _______________________________________ |
|
(Please
Print)
|
Dated: ,
20[__]
Holder’s
Signature: __________________________
Holder’s
Address: ___________________________
NOTE: The
signature to this Assignment Form must correspond with the name as it appears on
the face of the Warrant, without alteration or enlargement or any change
whatever. Officers of corporations and those acting in a fiduciary or
other representative capacity should file proper evidence of authority to assign
the foregoing Warrant.
