Exhibit 10.39
SOFTNET SYSTEMS, INC.
COMMON STOCK PURCHASE WARRANT
Expiring __________________
000 XxXxxxx Xxxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
Dated ________________________
No. of Shares: ________ Warrantholder: ______________
This is to certify that for value received SoftNet Systems, Inc., a New
York corporation having an address at 000 XxXxxxx Xxxxx, Xxxxxxxx Xxxx, Xxxxxxxx
00000 (the "Company") hereby acknowledges that the above-named warrantholder
(the "Warrantholder"), or his permitted registered assigns, is entitled to
purchase from the Company, until the close of the period specified in this
Warrant, an aggregate of ________ shares (subject to adjustment as hereinafter
provided in Section 6) of Common Stock, par value $.01 per share, at an exercise
per share of $________, all subject to the terms and conditions set forth in
this Warrant.
SECTION 1. DEFINITIONS. For all purposes of this Warrant, the following terms
shall have the meanings indicated:
(a) "Initial Exercise Price" shall mean the initial exercise price of
$____ per share of Common Stock as to the exercise of this Warrant, as
hereinbefore set forth and prior to any adjustment pursuant to Section 6.
(b) "Commission" shall mean the Securities and Exchange Commission,
or any other Federal agency then administering the Securities Act.
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY
ONLY BE SOLD OR TRANSFERRED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
SUCH ACT, PROVIDED THAT IN THE EVENT THAT ANY RESALE OF THIS SECURITY IS MADE
PURSUANT TO SUCH AN EXEMPTION AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY
AND ITS LEGAL COUNSEL, WILL BE PROVIDED TO THE EFFECT THAT SUCH TRANSFER IS MADE
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT OF 1933.
(c) "Common Stock" shall mean the shares of Common Stock of the
Company as hereafter defined in Section 7.
(d) "Company" shall mean SoftNet Systems, Inc., a corporation
organized and existing under the laws of the State of New York, and any
corporation which shall succeed to, or assume, the obligations of said
corporation hereunder.
(e) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any similar Federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
(f) "Exercise Price" shall mean the Initial Exercise Price or such
Initial Exercise Price as adjusted from time to time pursuant to the provisions
of Section 6 hereof.
(g) "Securities Act" shall mean the Securities Act of 1933, as
amended, or any similar Federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
(h) "Transfer" as used in Section 5 shall include any disposition of
any Warrants of Warrant Shares, or of any interest in either thereof, which
would constitute a sale thereof within the meaning of the Securities Act.
(i) "Warrantholder" shall mean the registered holder of the Warrants
and any related Warrant Shares.
(j) "Warrants" shall mean this Warrant evidencing the rights to
purchase initially an aggregate of 20,000 shares of Common Stock as existing,
and all Warrants issued in exchange, transfer or replacement.
(k) "Warrant Shares" shall mean the shares of Common Stock
purchasable by the registered holder of Warrants upon the exercise hereof
pursuant to Section 3 hereof.
All terms used in this Warrant which are not defined in Section 1
shall have the meanings respectively set forth therefor elsewhere in this
Warrant.
SECTION 2. DETERMINATION OF EXERCISE PRICE.
The Initial Exercise Price at which a holder may exercise this Warrant
shall be at a price equal to $1.75 per share of Common Stock as to the exercise
of this Warrant and shall be subject to adjustment from time to time pursuant to
the provisions of Section 6 hereof.
Any adjustment made pursuant to such Section 6 shall be computed on
the basis of an Initial Exercise Price of $1.75 per share of Common Stock.
SECTION 3. PROVISIONS GOVERNING EXERCISE.
A. Exercise of Warrant. In order to exercise this Warrant in whole
or in part, the Warrantholder shall complete the Subscription Form attached
hereto, and shall deliver to the Company, at its principal office in Highland
Park, Illinois (or at such office or agency of the Company as the Company may
designate by notice in writing to the holder of this Warrant), this Warrant and
cash or a check in an amount equal to the then aggregate Exercise Price of the
shares of Common Stock being purchased. Upon receipt thereof, the Company
shall, as promptly as practicable, execute or cause to be executed and delivered
to such holder a certificate or certificates representing the aggregate number
of shares of Common Stock in said Subscription Form. Each stock certificate so
delivered shall be registered in the name of such holder. If this Warrant shall
have been exercised only in part, the Company shall, at the time of delivery, of
said stock certificate or certificates, deliver to such holder a new Warrant
evidencing the rights of such holder to purchase the remaining shares of Common
Stock covered by this Warrant. The Company shall pay all expenses, taxes and
other charges payable in connection with the preparation, execution and delivery
of stock certificates pursuant to this Section, except that, in case such stock
certificates shall be registered in a name or names other than the name of the
Warrantholder of this Warrant, funds sufficient to pay all stock transfer taxes
which shall be payable upon the execution and delivery of such stock certificate
or certificates shall be paid by the Warrantholder hereof to the Company at the
time of redelivering this Warrant to the Company as mentioned above.
B. Period for Exercise. The right to purchase shares of Common Stock
represented by this Warrant shall expire at 3:00 p.m., New York time, on
February 18, 1998.
C. Transfer Restriction Legend. Each certificate for Warrant Shares
initially issued upon exercise of this Warrant, unless at the time of exercise
such Warrant Shares are registered under the Securities Act, shall bear the
following legend (and any additional legend required by any national securities
exchange upon which such Warrant may, at the time of such exercise, be listed)
on the face thereof:
This security has not been registered under the Securities Act of 1933
and may only be sold or transferred pursuant to an effective
registration statement under such act or an applicable exemption from
the registration requirements of such act, provided that in the event
that any resale of this security is made pursuant to such an exemption
an opinion of counsel, satisfactory to the Company and its legal
counsel, will be provided to the effect that such transfer is made
pursuant to an exemption from the registration requirements of the
Securities Act of 1933.
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 under a registration statement of the securities
represented thereby) shall also bear such legend unless, in the opinion of legal
counsel to the Company and of counsel to the holder, the securities represented
thereby may be transferred as contemplated by such holder without violation of
the registration requirements of the Securities Act.
D. Character of Warrant Shares. All shares of Common Stock issuable
upon the exercise of this Warrant shall be duly authorized, validly issued,
fully paid and non-assessable, and, without limiting the generality of the
foregoing, the Company covenants and agrees that it will from time to time take
all such action as may be required to assure that the par value, if any, per
share of Common Stock is at all times equal to or less than the then effective
Exercise Price.
SECTION 4. OWNERSHIP AND TRANSFER OF WARRANT.
A. Ownership of this Warrant. The Company may deem and treat the
person in whose name this Warrant is registered as the holder and owner hereof
(notwithstanding any notations of ownership or writing hereon made by anyone
other than the Company) for all purposes and shall not be affected by any notice
to the contrary, until presentation of this Warrant for registration of transfer
as provided in this Section 4.
B. Exchange, Transfer and Replacement.
(1) This Warrant is exchangeable upon the surrender hereof by
the Warrantholder to the Company at its office or agency described in Section 3,
for new Warrants of like tenor and date representing in the aggregate the right
to purchase the number of shares purchasable hereunder, each of such new
warrants to represent the right to purchase such number of shares as shall be
designated by said Warrantholder at the time of such surrender. This Warrant
and all rights hereunder are transferrable in whole or in part upon the books of
the Company by the Warrantholder hereof in person or by duly authorized
attorney, and a new Warrant shall be made and delivered by the Company, of the
same tenor and date as this Warrant, but registered in the name of the
transferee, upon surrender of this Warrant duly endorsed, at said office or
agency of the Company and receipt of an investment representation from such
transferee as set forth in Section 5 hereof.
(2) Upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft or destruction, or mutilation of this
Warrant, and, in the case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to it, and upon surrender and cancellation of
this Warrant, if mutilated, the Company will make and deliver a new Warrant of
like tenor, in lieu of this Warrant. This Warrant shall be promptly cancelled
by the Company upon the surrender hereof in connection with any exchange,
transfer or replacement. The Company shall pay all expenses, taxes (other than
stock transfer taxes) and other charges payable in connection with the
preparation, execution and delivery of Warrants pursuant to this Section 4.
SECTION 5. RESTRICTIONS ON EXERCISE, TRANSFER AND EXCHANGE.
If at any time of any exercise, transfer or surrender for exchange of
any of the Warrant Shares issued on the exercise thereof, such Warrant or
Warrant Shares are not registered under the Securities Act, the Company may
require, as a condition to allowing the exercise, transfer or exchange, that the
holder or transferee of Warrants of Common Stock furnish to the Company such
information as, in the opinion of its counsel, is necessary to establish the
fact that the exercise, transfer or exchange may be made without registration
under the Securities Act. That information shall include a written statement
that the holder is purchasing the Warrant Shares or that the transferee is
acquiring the Warrant or Warrant Shares for such holder's or transferee's own
account, for investment and not with a view to the sale or distribution of the
Warrant or Warrant Shares nor with any then present intention of distributing or
selling the Warrant or Warrant Shares.
SECTION 6. ADJUSTMENTS.
In the event of a stock dividend, stock split, or combination or other
reduction in the number of issued shares of Common Stock, the Board shall make
such adjustments in the number of unpurchased shares of Common Stock subject to
this Warrant and in the purchase price per share as it may reasonably determine
to be appropriate and equitable. In the event of a merger, consolidation,
reorganization, or a sale or exchange of substantially all assets, or
dissolution of the Company, the rights under this Warrant shall terminate as to
shares of Common Stock not theretofore purchased except to the extent and
subject to such adjustments as may be provided by the Board or in the terms of
the merger, consolidation, reorganization, or plan for dissolution or sale of
the assets.
SECTION 7. DEFINITION OF COMMON STOCK.
As used herein, the term "Common Stock" shall mean and include the
Company's authorized Common Stock, par value $.01 per share, as constituted, and
shall also include any capital stock of any class of the Company heretofore or
hereafter authorized which shall not be limited to a fixed sum or percentage of
the par value or liquidation preference in respect of the rights of the holders
thereof to participate in dividends and in the distribution of assets upon the
voluntary or involuntary liquidation, dissolution or winding up of the Company,
and shall include any Common Stock of any class or classes resulting from any
reclassification or reclassifications thereof.
SECTION 8. REGISTRATION RIGHTS.
A. Company Registration. Except for offerings solely for the purpose
of employee benefit plans such as employee stock purchase, employee stock
ownership plan or employee stock option plans, or with respect to the sale of
Common Stock acquired pursuant to such plans, whenever the Company proposes to
register any of its Common Stock or any other equity securities under the
Securities Act for a public offering for cash, whether as a primary or secondary
offering, or pursuant to registration rights granted to holders of other
securities of the Company, the Company shall, each such time, give to the
Warrantholder written notice of its intent to do so. Upon the written request
of the Warrantholder given within thirty (30) days after receipt of such notice
the Company shall use its best efforts to cause to be included in such
registration all of the shares of Common Stock which the Warrantholder has
acquired by exercise and requests be registered; provided (i) at least fifty
percent (50%) of the Warrantholder's shares of Common Stock of the Company
acquired by a Warrantholder on exercise of Warrants are included in each such
request, (ii) the Warrantholder agrees to sell shares in the same manner and on
the same terms and conditions as the other Common Stock which the Company
proposes to register are sold, (iii) if the registration is to include Common
Stock to be sold for the account of the Company, the proposed managing
underwriter does not advise the Company that in its opinion the inclusion of the
Warrantholder's shares is likely to affect adversely the success of the offering
by the Company or the price it would receive in which case the rights of the
Warrantholder shall be as provided in subparagraph E hereinafter. In the event
the Warrantholder holds shares exceeding the maximum permissible volume
limitation of Rule 144 promulgated under the Securities Act at the date of the
notice, such excess shares may be included in the Registration Statement under
the terms, conditions and limitations contained herein.
B. Obligations of the Company. Whenever required under paragraph A
to use its best efforts to effect the registration of any of the Warrantholder's
shares the Company shall, as expeditiously as possible:
(1) Prepare and file with the Commission a Registration
Statement with respect to such shares and use its best efforts to cause such
Registration Statement to become and remain effective; provided, however, that
in connection with any proposed registration intended to permit an offering of
any securities from time to time (i.e., a so-called "shelf registration"), the
Company shall in no event be obligated to cause any such registration to remain
effective for more than ninety (90) days.
(2) Prepare and file with the Commission such amendments and
supplements to such Registration Statement and the prospectus used in connection
therewith as may be necessary for the disposition of all securities covered by
such Registration Statement.
(3) Furnish to the Warrantholder such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as a Warrantholder
may reasonably request in order to facilitate the disposition of its shares.
(4) Use its best efforts to register and qualify the securities
covered by such Registration Statement under such other securities or Blue Sky
Laws of such jurisdictions (not exceeding three unless otherwise agreed upon by
the Company) as the Company shall determine is reasonably appropriate for the
distribution of the securities covered by the Registration Statement, provided
that (anything herein to the contrary notwithstanding with respect to the
bearing of expenses) if any jurisdiction in which the securities shall be
qualified shall require that expenses incurred in connection with the
qualifications therein of the securities be borne by selling shareholders, then
such expenses shall be payable by selling shareholders pro rata, to the extent
required by such jurisdiction.
C. Furnish Information. It shall be a condition precedent to the
obligations of the Company to take any such action pursuant hereto that the
Warrantholder shall furnish to the Company such information regarding itself,
the shares it holds and the intended method of disposition thereof as the
Company shall reasonably request and as shall be required in connection with the
action to be taken by the Company.
D. Company Registration Expenses, In the case of any registration
effected pursuant to paragraph A, the Company shall bear registration and
qualification fees and expenses which result from the inclusion of the
Warrantholder's shares and other selling shareholders in such registration;
provided that if any such expense is attributable solely to one selling
shareholder and does not constitute a normal cost or expense of such a
registration, such cost or expense shall be allocated to that selling
shareholder. In addition, each selling shareholder shall bear the fees and
costs of its own counsel.
E. Underwriting Requirements. In connection with any offering
involving an underwriting of shares being issued by the Company, the Company
shall not be required under paragraph A, to include any of the Warrantholder's
securities therein unless Warrantholder accepts and agrees to the terms of the
underwriting as agreed upon between the Company and the underwriters selected by
it, and then only in such quantity that the inclusion of the Warrantholder's
shares in the opinion of the underwriters is not likely to affect adversely the
success of the offering by the Company or the price it would receive. If the
total number of shares of stock which all selling shareholders of the Company
request to be included in any offering exceeds the number of such shares which
the underwriters reasonably believe compatible with the success of the offering,
the Company shall only be required to include in the offering so many of the
shares of stock of the selling shareholders as the underwriters believe will not
jeopardize the success of the offering (the shares so included to be apportioned
pro-rata among the selling shareholders according to the total number of shares
of Common Stock requested to be included in such offering by such selling
shareholders, or in such other proportions as shall be mutually agreed to by
such selling shareholders), provided that no such reduction shall be made with
respect to any securities offered by the Company for its own account.
F. Indemnification. In the event any of the Warrantholder's shares
are included in a Registration Statement hereunder:
(1) To the extent permitted by law, the Company will indemnify
and hold harmless the Warrantholder, each of its officers, directors and
controlling persons, if any, within the meaning of the Securities Act, any
underwriter (as defined in the Securities Act) for the Warrantholder, and each
person, if any, who controls such underwriter within the Securities Act, against
any losses, claims, damages or liabilities, joint or several, to which they may
become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities, or actions in respect thereof (a) arise out of
or are based on any untrue or alleged untrue statement of any material fact
contained in such Registration Statement, including any preliminary prospectus
or final prospectus contained therein or any amendments or supplements thereto,
(b) arise out of or are based upon the omission or alleged omission of a
material fact required to be stated therein, or necessary to make the statements
therein not misleading; or (c) arise out of any violation by the Company of any
rule or regulation promulgated under the Securities Act and state law applicable
to the Company and relating to action or inaction required of the Company in
connection with any such registration; and will reimburse the Warrantholder,
such underwriter, or controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claims, damage, liability or action; provided, however, the Company
shall not be liable, in any case, for any such loss, claim, damage, liability or
action to the extent that it arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission made in connection
with such Registration Statement, preliminary prospectus or final prospectus, or
amendments or supplements thereto, in reliance upon and in conformity with
written information furnished expressly for use in connection with such
registration by any such Warrantholder, such underwriter or controlling person.
(2) To the extent permitted by law, the Warrantholder will
indemnify and hold harmless the Company, and each of its directors, and each of
its officers who have signed such Registration Statement, each person, if any,
who controls the Company within the meaning of the Securities Act, and any
underwriter for the Company (within the meaning of the Securities Act) and any
person who controls the underwriter against any losses, claims, damages or
liabilities to which the Company or any such director, officer, controlling
person or underwriter may become subject, under the Securities Act and state law
or otherwise, insofar as such losses, claims, damages or liabilities or actions
in respect thereto, arise out of or are based on any untrue or alleged untrue
statement or any material fact contained in such Registration Statement,
including any preliminary or final prospectus contained therein, or amendments
or supplements thereto, or arise out of or are based upon the omission or
alleged omission of a material fact required to be stated therein, or necessary
to make the statements therein not misleading, in each case to the extent, but
only to the extent, that such untrue statement or omission was made in such
Registration Statement, preliminary or final prospectus, or amendments or
supplements thereto, in reliance upon and in conformity with written information
furnished by the Warrantholder expressly for use in connection with such
registration.
(3) Promptly after receipt by an indemnified party under this
paragraph F, of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against an indemnifying party
under this paragraph F, notify the indemnifying party in writing of the
commencement thereof and the indemnifying party shall have the right to
participate in, and, to the extent of the indemnifying party similarly noticed,
to assume the defense thereof with counsel mutually satisfactory to the parties.
The failure to notify an indemnifying party promptly of the commencement of any
such action, if prejudicial to the ability to defend such action, shall relieve
such indemnifying party of any liability which such party may have to the
indemnified party otherwise than under this paragraph F.
G. Reports under Exchange Act. The Company is subject to the
reporting requirements of the Exchange Act and, in order to make available to
the Warrantholder the benefits of Rule 144 promulgated under the Securities Act,
the Company shall use its best efforts (1)to file with the Commission in a
timely manner all reports and other documents required to be filed by an issuer
of securities registered under the Securities Act or the Exchange Act, and (2)
so long as any Warrantholder owns any of the Company's shares, to furnish in
writing upon such Warrantholder's request the following information: (i) the
Company's name, address and telephone number (ii) the Company's Internal Revenue
Service identification number, (iii) the Company's Commission file number, (iv)
the number of shares of Common Stock outstanding as shown by the most recent
report or statement published by the Company, and (v) a statement as to whether
the Company has filed all reports required to be filed by Section 13 or 15(d) of
the Exchange Act during the preceding twelve months. With respect to a rule or
regulation of the Commission (other than Rule 144) which may at any time permit
the Warrantholder to sell Common Stock to the public without registration the
Company shall take such action as is reasonable to enable utilization of such
rule.
SECTION 9. SPECIAL ASSIGNMENTS OF THE COMPANY.
The Company covenants and agrees that:
A. Will Reserve Shares. The Company will reserve and set apart and
have at all times, free from pre-emptive rights, a number of shares of
authorized but unissued Common Stock deliverable upon the exercise of Warrants,
and it will have at all times any other rights or privileges provided for
therein sufficient to enable it at any time to fulfill all of its obligations
hereunder.
B. Listing on Securities Exchanges: Registration. If, and so long as
the Company's Common Stock shall be listed on any national securities exchange
(as defined in the Exchange Act), it will, at its expense, obtain and maintain
the approval for listing upon official notice of issuance of all shares of
Common Stock receivable upon the exercise of Warrants at the time outstanding
and maintain the listing of such shares after their issuance; and the Company
will so list on such national securities exchange, will register under the
Exchange Act (or any similar statute then in effect), and will maintain such
listing of, and other securities that at any time are issuable upon exercise of,
the Warrants if and at the time that any securities of the same class shall be
listed on such national securities exchange by the Company.
C. Will Bind Successors. This Warrant shall be binding upon any
corporation succeeding to the Company by merger, consolidation or acquisition of
all or substantially all of the Company's assets.
SECTION 10. NOTICES.
Any notice or other document required or permitted to be given or
delivered to Warrantholder shall be delivered at, or sent by certified or
registered mail to each Warrantholder at the address shown on such
Warrantholder's Warrant or to such other address as shall have been furnished to
the Company in writing by such Warrantholder. Any notice or other document
required or permitted to be given or delivered to the Company shall be delivered
at, or sent by certified or registered mail to the principal office of the
Company, at 000 XxXxxxx Xxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000, Attention:
President, or such other address as shall have been furnished to the
Warrantholder by the Company.
SECTION 11. NO RIGHTS AS SHAREHOLDER; LIMITATION OF LIABILITY.
This Warrant shall not entitle any holder hereof to any of the rights
of a shareholder 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 Purchase Price or as a
shareholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company.
SECTION 12. LAW GOVERNING.
This Warrant shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York.
SECTION 13. MISCELLANEOUS.
This Warrant and any provision hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
(or any predecessor in interest thereof) against which enforcement of the same
is sought. The headings in this Warrant are for purposes of reference only and
shall not affect the meaning or construction of any of the provisions hereof.
IN WITNESS WHEREOF, SoftNet Systems, Inc. has caused this Warrant to
be signed by its duly authorized officer, attested by its duly authorized
officer, and to be dated as of _______________________.
SOFTNET SYSTEMS, INC.
By
Xxxx Xxxxxxxx
ATTEST:
By:
Name:
Title:
SOFTNET SYSTEMS, INC.
SUBSCRIPTION FORM
Dated _________________, 1994
The undersigned hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing _____________ shares of Common Stock and
hereby makes payment of $________ in payment of the exercise price thereof and
acknowledges that if this purchase constitutes a partial exercise a new Warrant
representing the remaining balance of the unexercised shares will be issued and
forwarded to the address listed below.
INSTRUCTIONS FOR ISSUANCE OF STOCK
Name
(please typewrite or print in block letters)
Address
Social Security or otherTaxpayer Identification Number
Signature
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY
ONLY BE SOLD OR TRANSFERRED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
SUCH ACT, PROVIDED THAT IN THE EVENT THAT ANY RESALE OF THIS SECURITY IS MADE
PURSUANT TO SUCH AN EXEMPTION AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY
AND ITS LEGAL COUNSEL, WILL BE PROVIDED TO THE EFFECT THAT SUCH TRANSFER IS MADE
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT OF 1933.
