Contract
Exhibit
10.3
THIS
WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY
TO
THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.
CONVERSION
SERVICES INTERNATIONAL, INC.
February
2, 2006
THIS
COMMON STOCK PURCHASE WARRANT (this “Warrant”)
of
Conversion Services International, Inc., a corporation duly organized and
validly existing under the laws of the State of Delaware (the “Company”),
is
issued to the Holder (as defined below).
FOR
VALUE
RECEIVED, the Company hereby certifies that the registered holder hereof and
its
successors and assigns, Hare
& Co.
(the
“Holder”)
is
entitled to purchase from the Company 1,900,000 duly authorized, validly issued,
fully paid and nonassessable shares of common stock of the Company, par value
$.001 per share (the “Common
Stock”),
at a
purchase price per share equal to $0.60, as may be adjusted to the anti-dilution
provisions set forth herein (the “Warrant
Price”).
The
person or entity in whose name this Warrant (or one or more predecessor
Warrants) is registered on the records of the Company regarding registration
and
transfers of the Warrant (the “Warrant
Register”)
is the
owner and holder thereof for all purposes, except as described in Section 11
hereof.
1. Vesting
of Warrant.
This
Warrant shall vest and become exercisable as of the date hereof.
2.
Expiration
of Warrant.
This
Warrant shall expire on January 30, 2011 (the “Expiration
Date”).
3.
Exercise
of Warrant.
This
Warrant shall be exercisable pursuant to the terms of Section 1 and this Section
3 hereof.
3.1
Manner
of
Exercise. This Warrant may only be exercised by the Holder hereof, in accordance
with the terms and conditions hereof, in whole or in part with respect to any
portion of the Warrant, into shares of Common Stock, during normal business
hours on any day other than a Saturday or a Sunday or a day on which commercial
banking institutions in New York, New York are authorized by law to be closed
(a
“Business
Day”)
on or
prior to the Expiration Date with respect to such portion of the Warrant, by
surrender of this Warrant to the Company at its office maintained pursuant
to
Section 11.2(a) hereof, accompanied by an exercise notice in substantially
the
form attached to this Warrant as Exhibit
A
(or a
reasonable facsimile thereof) duly executed by the Holder, together with the
payment of the Warrant Price. Anything to the contrary not withstanding, in
the
event that the Company has not filed a Registration Statement under the
Securities Act of 1933 (the “Act”)
with
the Securities and Exchange Commission on or before 90 days after the date
hereof covering the shares issuable upon exercise of this Warrant or such
shares
issuable upon conversion of any Series A Preferred Stock owned by the Holder,
or
such registration statement has not been declared effective by the Commission
on
or before October 31, 2006, the Holder shall have the right, at his election
exercised in his sole discretion, to exercise the Warrant, in whole or in part,
and, in lieu of making the cash payment otherwise contemplated to be made to
the
Company upon such exercise in payment of the Exercise Price, elect instead
to
receive upon such exercise the "Net Number" of shares of Common Stock determined
according to the following formula (a "Cashless
Exercise"):
|
Net
Number =
|
(A
x B) - (A x C)
|
| B |
For
purposes of the foregoing formula:
A
= the
total number of shares with respect to which this Warrant is then being
exercised.
B
= the
Closing Sale Price of the Common Stock on the trading day immediately preceding
the date of the Exercise Notice.
C
= the
Warrant Exercise Price then in effect for the applicable Warrant Shares at
the
time of such exercise.
Even
if
the Company fails to file a Registration Statement covering the shares issuable
upon exercise of this Warrant or such shares issuable upon conversion of any
Series A Preferred Stock owned by the Holder within 90 days, or a Registration
Statement has not been declared effective by October 31, 2006, at any point
in
time a Registration Statement becomes effective, then the Cashless Exercise
provision above shall no longer apply to this Warrant.
3.2
When
Exercise Effective. Each exercise of this Warrant shall be deemed to have been
effected immediately prior to the close of business on the Business Day on
which
this Warrant shall have been surrendered to the Company as provided in Section
3.1 hereof, and, at such time, the corporation, association, partnership,
organization, business, individual, government or political subdivision thereof
or a governmental agency (a “Person”
or
the
“Persons”)
in
whose name or names any certificate or certificates for shares of Common Stock
shall be issuable upon exercise as provided in Section 3.3 hereof shall be
deemed to have become the holder or holders of record thereof.
2
3.3
Delivery
of Stock Certificates. As soon as practicable after each exercise of this
Warrant, in whole or in part, and in any event within fifteen (15) Business
Days
thereafter, the Company at its expense (including the payment by it of any
applicable issue taxes) will cause to be issued in the name of and delivered
to
the Holder hereof or, subject to Section 10 hereof, as the Holder (upon payment
by the Holder of any applicable transfer taxes) may direct:
(a)
a
certificate or certificates (with appropriate restrictive legends, as
applicable) for the number of duly authorized, validly issued, fully paid and
nonassessable shares of Common Stock to which the Holder shall be entitled
upon
exercise plus, in lieu of any fractional share to which the Holder would
otherwise be entitled, all issuances of Common Stock shall be rounded up to
the
nearest whole share.
(b)
in
case exercise is in part only, a new Warrant of like tenor, dated the date
hereof and calling in the aggregate on the face thereof for the number of shares
of Common Stock equal to the number of shares called for on the face of this
Warrant minus the number of shares designated by the Holder upon exercise as
provided in Section 3.1 hereof (without giving effect to any adjustment
thereof).
3.4 Company
to Reaffirm Obligations. The Company will, at the time of each exercise of
this
Warrant, upon the written request of the Holder hereof, acknowledge in writing
its continuing obligation to afford to the Holder all rights (including without
limitation any rights to registration of the shares of Common Stock issued
upon
exercise) to which the Holder shall continue to be entitled after exercise
in
accordance with the terms of this Warrant; provided,
however,
that if
the Holder shall fail to make a request, the failure shall not affect the
continuing obligation of the Company to afford the rights to such
Holder.
4.
Adjustment
of Common Stock Issuable Upon Exercise.
The
Warrant Price shall be subject to be adjusted and re-adjusted from time to
time
as provided in this Section 4 and, as so adjusted or re-adjusted, shall remain
in effect until a further adjustment or re-adjustment thereof is required by
this Section 4:
3
4.1
Stock
Dividends; Stock Splits. In case the Company at any time or from time to time
after the date hereof shall declare or pay any dividend or otherwise make a
distribution or distributions on shares of its Junior Securities (as defined
in
the Certificate of Designations of Preferences, Rights and Limitations of Series
A Convertible Preferred Stock or the Company dated the date hereof) or
pari
passu
securities payable in shares of Common Stock on the Common Stock payable in
Common Stock, or shall effect a subdivision of the outstanding shares of Common
Stock into a greater number of shares of Common Stock (by reclassification
or
otherwise than by payment of a dividend in Common Stock), then, and in each
case, subject to Section 4.3 hereof, the Warrant Price shall be reduced,
concurrently with the dividend or subdivision, to a price determined by
multiplying the Warrant Price by a fraction:
(a)
the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to the dividend or subdivision; and
(b)
the
denominator of which shall be the number of shares of Common Stock outstanding
immediately after the dividend or subdivision.
Additional
shares of Common Stock shall be deemed to have been issued and to be outstanding
(a) in the case of any dividend, immediately after the close of business on
the
record date for the determination of holders of any class of securities entitled
to receive the dividend, or (b) in the case of any subdivision, at the close
of
business on the day immediately prior to the day upon which the corporate action
becomes effective. Additional shares of Common Stock deemed to have been issued
pursuant to this Section 4.1 shall be deemed to have been issued for no
consideration.
4.2 Adjustments
for Combinations. In case the outstanding shares of Common Stock shall be
combined or consolidated, by reclassification or otherwise, into a lesser number
of shares of Common Stock, the Warrant Price in effect immediately prior to
the
combination or consolidation shall, concurrently with the effectiveness of
such
combination or consolidation, be proportionately increased. Adjustment under
this Section 4.2 shall become effective at the close of business on the day
immediately prior to the day upon which the corporate action becomes
effective.
4.3
Minimum
Adjustment of Warrant Price. If the amount of any adjustment of the Warrant
Price required pursuant to this Section 4 would be less than one percent (1%)
of
the Warrant Price in effect at the time of the adjustment is otherwise so
required to be made, the amount shall be carried forward and adjustment with
respect thereto made at the time of and together with any subsequent adjustment
which, together with the amount and any other amount or amounts so carried
forward, shall aggregate at least one percent (1%) of the Warrant
Price.
5. Adjustments
for Consolidation, Merger, Sale of Assets or Reorganization.
In case
the Company after the date hereof (a) shall consolidate with or merge into
any
other Person and shall not be the continuing or surviving corporation following
the consolidation or merger, or (b) shall permit any other Person to consolidate
with or merge into the Company and the Company shall be the continuing or
surviving Person but, in connection with the consolidation or merger, the Common
Stock shall be changed into or exchanged for stock or other securities of any
other Person or cash or any other property, or (c) shall transfer all or
substantially all of its properties or assets to any other Person, or (d) shall
effect a capital reorganization or reclassification of the Common Stock, then,
and in the case of each such transaction, proper provision shall be made so
that, upon the basis and the terms and in the manner provided in this Warrant,
the Holder, upon the exercise hereof at any time after the consummation of
the
transaction, shall be entitled to receive (at the aggregate Warrant Price in
effect at the time of such consummation for all Common Stock issuable upon
exercise immediately prior to the consummation), in lieu of the Common Stock
issuable upon exercise prior to the consummation, the greatest amount of
securities, cash or other property to which the Holder would actually have
been
entitled as a stockholder upon such consummation if the Holder had exercised
the
rights represented by this Warrant immediately prior thereto, subject to
adjustments (subsequent to the consummation) as nearly equivalent as possible
to
the adjustments provided for in Sections 4 and 5 hereof.
4
6.
No
Dilution or Impairment.
6.1 The
Company will not, by amendment of its certificate of incorporation or through
any consolidation, merger, reorganization, transfer of assets, dissolution,
issue or sale of securities or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms of this Warrant, but
will at all times in good faith assist in the carrying out of all of the terms
and in the taking of all actions necessary or appropriate in order to protect
the rights of the Holder. Without limiting the generality of the foregoing,
the
Company (a) will not permit the par value of any shares of Common Stock
receivable upon the exercise of this Warrant to exceed the amount payable
therefor upon exercise, (b) will take all actions necessary or appropriate
in
order that the Company may validly and legally issue fully paid and
nonassessable shares of Common Stock on the exercise of the Warrant and (c)
will
not take any action which results in any adjustment of the Warrant Price if
the
total number of shares of Common Stock issuable after the action upon the
exercise of the Warrant would exceed the total number of shares of Common Stock
then authorized by the Company's certificate of incorporation and available
for
the purpose of issuance upon exercise.
6.2 The
Company acknowledges that its obligation to issue shares of Common Stock
issuable upon exercise of this Warrant is binding upon it and enforceable
regardless of the dilution that such issuance may have on the ownership
interests of other stockholders.
7.
Chief
Financial Officer’s Report as to Adjustments.
In the
case of any adjustment or re-adjustment in the shares of Common Stock issuable
upon the exercise of this Warrant, the Company at its expense will promptly
compute the adjustment or re-adjustment in accordance with the terms of this
Warrant and cause its Chief Financial Officer to certify the computation (other
than any computation of the fair value of property as determined in good faith
by the Board of Directors of the Company) and prepare a report setting forth
the
adjustment or re-adjustment and showing in reasonable detail the method of
calculation thereof and the facts upon which the adjustment or re-adjustment
is
based, including a statement of (a) the number of shares of Common Stock
outstanding or deemed to be outstanding and (b) the Warrant Price in effect
immediately prior to the deemed issuance or sale and as adjusted and re-adjusted
(if required by Section 4 hereof) on account thereof. The Company will forthwith
mail a copy of each report to each holder of a Warrant and will, upon the
written request at any time of any holder of a Warrant, furnish to the holder
a
like report setting forth the Warrant Price at the time in effect and showing
in
reasonable detail how it was calculated. The Company will also keep copies
of
all reports at its office maintained pursuant to Section 11.2(a) hereof and
will
cause them to be available for inspection at the office during normal business
hours upon reasonable notice by any holder of a Warrant or any prospective
purchaser of a Warrant designated by the holder thereof.
5
8. Reservation
of Shares.
The
Company shall at all times reserve and keep available out of its authorized
but
unissued shares of Common Stock, free from all taxes, liens and charges with
respect to the issue thereof and not be subject to preemptive rights or other
similar rights of stockholders of the Company, solely for the purpose of
effecting the exercise of this Warrant, such number of its shares of Common
Stock as shall from time to time be sufficient to effect the exercise thereof,
and if at any time the number of authorized but unissued shares of Common Stock
shall not be sufficient to effect the exercise of this Warrant, in addition
to
such other remedies as shall be available to Holder, the Company will take
such
corporate action as may, in the opinion of its counsel, be necessary to increase
the number of authorized but unissued shares of Common Stock to such number
of
shares as shall be sufficient for such purposes, including without limitation,
using its best efforts to obtain the requisite stockholder approval necessary
to
increase the number of authorized shares of the Company’s Common Stock. All
shares of Common Stock issuable upon exercise of the Warrant shall be duly
authorized and, when issued upon exercise, shall be validly issued and, in
the
case of shares, fully paid and nonassessable.
9. Listing.
The
Company shall at all times comply in all respects with the Company’s reporting,
filing and other obligations under the by-laws or rules of the upon each
national securities exchange or automated quotation system upon which shares
of
Common Stock are then listed and shall list the shares issuable upon the
exercise of this Warrant on such national securities exchange.
10.
Restrictions
on Transfer.
10.1
Restrictive
Legends. This Warrant and each Warrant issued upon transfer or in substitution
for this Warrant pursuant to Section 11, each certificate for Common Stock
issued upon the exercise of any Warrant and each certificate issued upon the
transfer of any such Common Stock shall be transferable only upon satisfaction
of the conditions specified in this Section 10. Each of the foregoing securities
shall be stamped or otherwise imprinted with a legend reflecting the
restrictions on transfer set forth in Section 10 hereof and any restrictions
required under the Act.
6
10.2 Notice
of
Proposed Transfer; Opinion of Counsel. Prior to any transfer of any securities
that are not registered under an effective registration statement under the
Act
(“Restricted
Securities”),
the
Holder will give written notice to the Company of the Holder's intention to
affect a transfer and to comply in all other respects with this Section 10.2.
Each notice (a) shall describe the manner and circumstances of the proposed
transfer, and (b) shall designate counsel for the Holder giving the notice
(who
may be in-house counsel for the Holder). The Holder giving notice will submit
a
copy thereof to the counsel designated in the notice. The following provisions
shall then apply:
(i)
If in
the opinion of counsel for the Holder reasonably satisfactory to the Company
the
proposed transfer (i.e. private sale of Restricted Securities) may be effected
without registration of Restricted Securities under the Act (which opinion
shall
state the basis of the legal conclusions reached therein), the Holder shall
thereupon be entitled to transfer the Restricted Securities in accordance with
the terms of the notice delivered by the Holder to the Company. Each certificate
representing the Restricted Securities issued upon or in connection with any
transfer shall bear the restrictive legends required by Section 10.1
hereof.
(ii)
If
the opinion called for in (i) above is not delivered, the Holder shall not
be
entitled to transfer the Restricted Securities until either (x) receipt by
the
Company of a further notice from such Holder pursuant to the foregoing
provisions of this Section 10.2 and fulfillment of the provisions of clause
(i)
above, or (y) such Restricted Securities have been effectively registered under
the Act.
10.3
Termination
of Restrictions. The restrictions imposed by this Section 10 upon the
transferability of Restricted Securities shall cease and terminate as to any
particular Restricted Securities: (a) which Restricted Securities shall have
been effectively registered under the Act, or (b) when, in the opinions of
both
counsel for the holder thereof and counsel for the Company, which opinion shall
not be unreasonably withheld, such restrictions are no longer required in order
to insure compliance with the Act or Section 11 hereof. Whenever such
restrictions shall cease and terminate as to any Restricted Securities, the
Holder thereof shall be entitled to receive from the Company, without expense
(other than applicable transfer taxes, if any), new securities of like tenor
not
bearing the applicable legends required by Section 10.1 hereof.
11.
Ownership,
Transfer and Substitution of Warrant.
11.1
Ownership
of Warrant. The Company may treat the person in whose name this Warrant is
registered to in the Warrant Register maintained pursuant to Section 11.2(a)
hereof as the owner and holder thereof for all purposes, notwithstanding any
notice to the contrary, except that, if and when any Warrant is properly
assigned by a notice in substantially the form attached to this Warrant as
Exhibit
B
(or a
reasonable facsimile thereof) duly executed by the Holder in blank, the Company
shall treat the bearer thereof as the owner of such Warrant for all purposes,
notwithstanding any notice to the contrary. Subject to Section 10 hereof, this
Warrant, if properly assigned, may be exercised by a new holder without a new
Warrant first having been issued.
7
11.2
Office;
Transfer and Exchange of Warrant.
(a)
The
Company will maintain an office (which may be an agency maintained at a bank)
at
000 Xxxxx Xxxx Xxxxxx, Xxxx Xxxxxxx, Xxx Xxxxxx 00000 (until the Company
notifies the Holder of any change of location of the office) where notices,
presentations and demands in respect of this Warrant may be made upon
it.
(b)
The
Company shall cause to be kept at its office maintained pursuant to Section
11.2(a) hereof a Warrant Register for the registration and transfer of the
Warrant. The names and addresses of holders of the Warrant, the transfers
thereof and the names and addresses of transferees of the Warrant shall be
registered in such Warrant Register. The Person in whose name any Warrant shall
be so registered shall be deemed and treated as the owner and holder thereof
for
all purposes of this Warrant, and the Company shall not be affected by any
notice or knowledge to the contrary.
(c)
Upon
the surrender of this Warrant, properly endorsed, for registration of transfer
or for exchange at the office of the Company maintained pursuant to Section
11.2(a) hereof, the Company at its expense will (subject to compliance with
Section 10 hereof, if applicable) execute and deliver to or upon the order
of
the Holder thereof a new Warrant of like tenor, in the name of such holder
or as
such holder (upon payment by such holder of any applicable transfer taxes)
may
direct, calling in the aggregate on the face thereof for the number of shares
of
Common Stock called for on the face of the Warrant so surrendered.
11.3
Replacement
of Warrant. Upon receipt of evidence reasonably satisfactory to the Company
of
the loss, theft, destruction or mutilation of the Warrant and, in the case
of
any such loss, theft or destruction of the Warrant, upon delivery of indemnity
reasonably satisfactory to the Company in form and amount or, in the case of
any
mutilation, upon surrender of the Warrant for cancellation at the office of
the
Company maintained pursuant to Section 11.2(a) hereof, the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like tenor
and dated the date hereof.
11.4
Restrictions
on Transfer. In addition to the restrictions on transfer set forth in Section
10
hereof, neither the Warrant nor any portion of the Warrant may be transferred
without the consent of the Company, which consent shall not be unreasonably
withheld.
12.
No
Rights or Liabilities as Stockholder.
Except
as
may otherwise be provided herein, no Holder shall be entitled to vote or receive
dividends or be deemed the holder of any shares of Common Stock or any other
securities of the Company which may at any time be issuable on the exercise
hereof for any purpose, nor shall anything contained herein be construed to
confer upon the Holder, as such, any of the rights of a stockholder of the
Company or any right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or withhold consent
to any corporate action (whether upon any recapitalization, issuance of stock,
reclassification of stock, change of par value, consolidation, merger,
conveyance, or otherwise) or to receive notice of meetings, or to receive
dividends or subscription rights or otherwise until the Warrant shall have
been
exercised and the shares of Common Stock purchasable upon the exercise hereof
shall have become deliverable, as provided herein. The Holder will not be
entitled to share in the assets of the Company in the event of liquidation,
dissolution or the winding up of the Company.
8
13.
Notices.
Any
notice or other communication in connection with this Warrant shall be deemed
to
be given if in writing (or in the form of a facsimile) addressed as hereinafter
provided and actually delivered at said address: (a) if to any Holder, at the
registered address of such holder as set forth in the Warrant Register kept
at
the office of the Company maintained pursuant to Section 11.2(a) hereof, or
(b)
if to the Company, to the attention of its Chief Financial Officer at its office
maintained pursuant to Section 11.2(a) hereof; provided,
however,
that
the exercise of any Warrant shall be effective in the manner provided in Section
3 hereof.
14. Payment
of Taxes.
The
Company will pay all documentary stamp taxes attributable to the issuance of
shares of Common Stock underlying this Warrant upon exercise 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 registration of any certificate for shares
of
Common Stock underlying this Warrant in a name other that of the Holder. The
Holder is responsible for all other tax liability that may arise as a result
of
holding or transferring this Warrant or receiving shares of Common Stock
underlying this Warrant upon exercise hereof.
15. Warrant
Agent.
The
Company shall serve as warrant agent under this Warrant. Upon thirty (30) days
notice to the Holder, the Company may appoint a new warrant agent. Any
corporation into which the Company or any new warrant agent may be merged or
any
corporation resulting from any consolidation to which the Company or any new
warrant agent shall be a party or any corporation to which the Company or any
new warrant agent transfers substantially all of its corporate trust or
stockholders services business shall be successor warrant agent under this
Warrant without any further act. Any such successor warrant agent shall promptly
cause notice of its succession as warrant agent to be mailed (by first class
mail, postage prepaid) to the Holder at the Holder’s last address as shown on
the Warrant Register.
16. Miscellaneous.
This
Warrant and any term hereof may be changed, waived, discharged or terminated
only by an instrument in writing signed by the party against which enforcement
of the change, waiver, discharge or termination is sought. This Warrant shall
be
construed and enforced in accordance with and governed by the laws of the State
of Delaware. The section headings in this Warrant are for purposes of
convenience only and shall not constitute a part hereof.
9
IN
WITNESS WHEREOF, the Company has caused this Common Stock Purchase Warrant
to be
duly executed as of the date first above written.
| CONVERSION SERVICES INTERNATIONAL, INC. | ||
| |
|
|
| By: | /s/ Xxxxx Xxxxxx | |
|
Name: Xxxxx Xxxxxx |
||
| Title: President and Chief Executive Officer | ||
10
EXHIBIT
A
FORM
OF
EXERCISE NOTICE
[To
be
executed only upon conversion of Warrant]
To
CONVERSION SERVICES INTERNATIONAL, INC.:
The
undersigned registered holder of the within Warrant hereby irrevocably exercises
the Warrant pursuant to Section 3.1 of the Warrant with respect to __________(1)
shares of the Common Stock, at an exercise price per share of Common Stock
of
$____, which the holder would be entitled to receive upon the cash exercise
hereof, and requests that the certificates for the shares be issued in the
name
of, and delivered to, whose address is:
| |
|
|
| Date: _______________ | ||
|
Print or Type Name |
||
|
(Signature must conform in all respects to name of holder as specified on the face of Warrant) |
||
|
(Street Address) |
||
|
(City) (State) (Zip Code) |
||
_______________________
(1)
Insert here the number of shares called for on the face of this Warrant (or,
in
the case of a partial exercise, the portion thereof as to which this Warrant
is
being exercised), in either case without making any adjustment of shares of
Common Stock or any other stock or other securities or property or cash which,
pursuant to the adjustment provisions of this Warrant, may be delivered upon
exercise. In the case of a partial exercise, a new Warrant or Warrants will
be
issued and delivered, representing the unconverted portion of the Warrant,
to
the holder surrendering the Warrant.
11
EXHIBIT
B
FORM
OF
ASSIGNMENT
[To
be
executed only upon transfer of Warrant]
For
value
received, the undersigned registered holder of the within Warrant hereby sells,
assigns and transfers unto _____________________ the right represented by the
Warrant to purchase __________(1) shares of Common Stock of CONVERSION SERVICES
INTERNATIONAL, INC. to which the Warrant relates, and appoints
_____________________ Attorney to make such transfer on the books of CONVERSION
SERVICES INTERNATIONAL, INC. maintained for the purpose, with full power of
substitution in the premises.
| |
|
|
| Date: _______________ | ||
|
(Signature must conform in all respects to name of holder as specified on the face of Warrant) |
||
|
(Street Address) |
||
|
(City) (State) (Zip Code) |
||
| Signed in the presence of: | ||
|
(Signature of Transferee) |
||
|
(Street Address) |
||
|
(City) (State) (Zip Code) |
||
_______________________
(1)
Insert here the number of shares called for on the face of this Warrant (or,
in
the case of a partial exercise, the portion thereof as to which this Warrant
is
being exercised), in either case without making any adjustment of shares of
Common Stock or any other stock or other securities or property or cash which,
pursuant to the adjustment provisions of this Warrant, may be delivered upon
exercise. In the case of a partial exercise, a new Warrant or Warrants will
be
issued and delivered, representing the unexercised portion of the Warrant,
to
the holder surrendering the Warrant.
12
