Attached files
| file | filename |
|---|---|
| 8-K - Xtant Medical Holdings, Inc. | v189505_8k.htm |
| EX-3.1 - Xtant Medical Holdings, Inc. | v189505_ex3-1.htm |
| EX-2.1 - Xtant Medical Holdings, Inc. | v189505_ex2-1.htm |
| EX-99.1 - Xtant Medical Holdings, Inc. | v189505_ex99-1.htm |
| EX-10.1 - Xtant Medical Holdings, Inc. | v189505_ex10-1.htm |
EXHIBIT
4.1
these
securities have not been registered with the united states securities and
exchange commission or the securities commission of any state pursuant to an
exemption from registration under regulation d promulgated under the securities
act of 1933, as amended (the “act”). this
warrant shall not constitute an offer to sell nor a solicitation of an offer to
buy the securities in any jurisdiction in which such offer or solicitation would
be unlawful. the securities are “restricted” and may not be resold or
transferred except as permitted under the act pursuant to registration or
exemption therefrom.
COMMON
STOCK PURCHASE WARRANT
To
Purchase Shares of $.000001 Par Value Common Stock (“Common Stock”) of
[Pubco]
No.
[__] to
purchase _______ Shares of Common Stock of
[PUBCO]
THIS
CERTIFIES that, for value received, ______________(the “Purchaser” or “Holder”) is entitled,
upon the terms and subject to the conditions hereinafter set forth, at any time
on or after the date hereof and on or prior to 8:00 p.m. New York City Time on
the date that is five (5) years after the date hereof (the “Termination Date”),
but not thereafter, to subscribe for and purchase from [Pubco], a Delaware
corporation (the “Company”),
___________ shares of Common Stock (such shares, the “Warrant Shares”) at
an Exercise Price equal to $1.25 per share (as adjusted from time to time
pursuant to the terms hereof, the “Exercise
Price”). The Exercise Price and the number of shares for which
the Warrant is exercisable shall be subject to adjustment as provided
herein. This Warrant is being issued in connection with the
Subscription Agreement dated on or about June 2010 (the “Subscription
Agreement”), entered into between the Company and the Purchaser in
connection with the Company’s offering of between $7,000,000 and $12,000,000 in
Common Stock (the “Common Stock” or the
“Shares”, and
such offering, the “Offering”). Capitalized
terms used herein and not otherwise defined shall have the meaning ascribed
thereto in the Subscription Agreement.
1.
Title of
Warrant. Prior to the expiration hereof and subject to
compliance with applicable laws, this Warrant and all rights hereunder are
transferable, in whole or in part, at the office or agency of the Company by the
Holder hereof in person or by duly authorized attorney, upon surrender of this
Warrant together with (a) the Assignment Form
annexed hereto properly endorsed, and (b) any other documentation reasonably
necessary to satisfy the Company that such transfer is in compliance with all
applicable securities laws. The term “Holder” shall refer
to the Purchaser or any subsequent transferee of this Warrant.
2.
Authorization of
Shares. The Company covenants that all shares of Common Stock
which may be issued upon the exercise of rights represented by this Warrant
will, upon exercise of the rights represented by this Warrant and payment of the
Exercise Price as set forth herein, be duly authorized, validly issued, fully
paid and nonassessable and free from all taxes, liens and charges in respect of
the issue thereof (other than taxes in respect of any transfer occurring
contemporaneously with such issue or otherwise specified herein).
3. Exercise of
Warrant.
(a) The
Holder may exercise this Warrant, in whole or in part, at any time and from time
to time by delivering (which may be by facsimile) to the offices of the Company
or any transfer agent for the Common Stock this Warrant, together with a Notice of Exercise in
the form annexed hereto specifying the number of Warrant Shares with respect to
which this Warrant is being exercised, together with payment in cash to the
Company of the Exercise Price therefore.
(b) In
the event that this Warrant is not exercised in full, the number of Warrant
Shares shall be reduced by the number of such Warrant Shares for which this
Warrant is exercised and/or surrendered, and the Company, if requested by Holder
and at its expense, shall within three (3) Trading Days (as defined below) issue
and deliver to the Holder a new Warrant of like tenor in the name of the Holder
or as the Holder (upon payment by Holder of any applicable transfer taxes) may
request, reflecting such adjusted Warrant Shares. Notwithstanding
anything to the contrary set forth herein, upon exercise of any portion of this
Warrant in accordance with the terms hereof, the Holder shall not be required to
physically surrender this Warrant to the Company unless such Holder is
purchasing the full amount of Warrant Shares represented by this
Warrant. The Holder and the Company shall maintain records showing
the number of Warrant Shares so purchased hereunder and the dates of such
purchases or shall use such other method, reasonably satisfactory to the Holder
and the Company, so as not to require physical surrender of this Warrant upon
each such exercise. The Holder and any assignee, by
acceptance of this Warrant or a new Warrant, acknowledge and agree that, by
reason of the provisions of this Section, following exercise of any portion of
this Warrant, the number of Warrant Shares which may be purchased upon exercise
of this Warrant may be less than the number of Warrant Shares set forth on the
face hereof. Certificates for shares of Common Stock purchased
hereunder shall be delivered to the Holder hereof within three (3) Trading Days
after the date on which this Warrant shall have been exercised as
aforesaid. The Holder may withdraw its Notice of Exercise at any time
if the Company fails to timely deliver the relevant certificates to the Holder
as provided in this Agreement. A Notice of Exercise shall be deemed
sent on the date of delivery if delivered before 8:00 p.m. New York Time on such
date, or the day following such date if delivered after 8:00 p.m. New York Time;
provided that the Company is only obligated to deliver Warrant Shares against
delivery of the Exercise Price from the holder hereof and, if the Holder is
purchasing the full amount of Warrant Shares represented by this Warrant,
surrender of this Warrant (or appropriate affidavit and/or indemnity in lieu
thereof). In lieu of delivering physical certificates representing
the Warrant Shares issuable upon conversion of this Warrant, provided the
Company’s transfer agent is participating in the Depository Trust Company
(“DTC”) Fast
Automated Securities Transfer program, upon request of the Holder, the Company
shall use its best efforts to cause its transfer agent to electronically
transmit the Warrant Shares issuable upon exercise to the Holder, by crediting
the account of the Holder’s prime broker with DTC through its Deposit Withdrawal
At Custodian (“DWAC”) system. The
time periods for delivery described above shall apply to the electronic
transmittals through the DWAC system. The Company agrees to coordinate with DTC
to accomplish this objective.
(c) The
term “Trading
Day” means (i) if the Common Stock is not listed on the New York or
American Stock Exchange but sale prices of the Common Stock are reported on
NASDAQ National Market or another automated quotation system, including the OTC
Bulletin Board, a day on which trading is reported on the principal automated
quotation system on which sales of the Common Stock are reported, (ii) if the
Common Stock is listed on the New York Stock Exchange or the American Stock
Exchange, a day on which there is trading on such stock exchange, or (iii) if
the foregoing provisions are inapplicable, a day on which quotations are
reported by National Quotation Bureau Incorporated.
(d) If
at any time this Warrant is exercised following the six month anniversary of the
final closing of the Offering, but before the Termination Date and on the
Trading Day immediately preceding the Holder's delivery of an Exercise Notice in
respect of such exercise, a Registration Statement (as defined in the
Subscription Agreement) covering the Warrant Shares that are the subject of the
Exercise Notice (the “Unavailable Warrant
Shares”) is not available for the resale of such Unavailable Warrant
Shares, the Holder of this Warrant also may exercise this Warrant as to any or
all of such Unavailable Warrant Shares and, in lieu of making the cash payment
otherwise contemplated to be made to the Company upon such exercise in payment
of the aggregate Exercise Price, elect instead to receive upon such exercise a
reduced number of shares of Common Stock (the “Net Number”)
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 in a Cashless Exercise.
B= the
Market Price on the Trading Day immediately preceding the date of the Exercise
Notice.
C= the
Exercise Price then in effect for the applicable Warrant Shares at the time of
such exercise.
There
cannot be a Cashless Exercise unless “B” exceeds “C”.
The term
“Market Price” means the last sale price of the Common
Stock on the Principal Market for the date of determination or, if the Common
Stock is not listed or admitted to trading on any Principal Market, and the last
sale price cannot be determined as contemplated above, the Market Price of the
Common Stock shall be as reasonably determined in good faith by the Company’s
Board of Directors and the Holder. The term “Principal Market” means
the exchange or other market upon which the Company’s Common Stock is listed or
its price reported. If the Fair Market Value of the Common Stock
cannot be determined by the Company’s Board of Directors and the Holder after
five (5) business days, such determination shall be made by a third party
appraisal firm mutually agreeable by the Board of Directors and the Holder,
whose expense shall be borne equally by the Company and the Holder (the “Independent
Appraiser”).
4.
No Fractional Shares or
Scrip. No fractional shares or scrip representing fractional
shares shall be issued upon the exercise of this Warrant. In lieu of
issuance of a fractional share upon any exercise hereunder, the Company will
either round up to nearest whole number of shares or pay the cash value of that
fractional share, which cash value shall be calculated on the basis of the
average closing price of the Common Stock during the five (5) Trading Days
immediately preceding the date of exercise.
5.
Charges, Taxes and
Expenses. Issuance of certificates for shares of Common Stock
upon the exercise of this Warrant shall be made without charge to the Holder
hereof for any issue or transfer tax or other incidental expense in respect of
the issuance of such certificate, all of which taxes and expenses shall be paid
by the Company, and such certificates shall be issued in the name of the Holder
of this Warrant or in such name or names as may be directed by the Holder of
this Warrant; provided, however, that in the
event certificates for shares of Common Stock are to be issued in a name other
than the name of the Holder of this Warrant, this Warrant when surrendered for
exercise shall be accompanied by the Assignment Form attached hereto duly
executed by the Holder hereof; and provided further, that the
Company shall not be required to pay any tax or taxes which may be payable in
respect of any transfer involved in the issuance of any Warrant certificates or
any certificates for the Warrant Shares other than the issuance of a Warrant
Certificate to the Holder in connection with the Holder’s surrender of a Warrant
Certificate upon the exercise of all or less than all of the Warrants evidenced
thereby.
6.
Closing of
Books. The Company will at no time close its shareholder books
or records in any manner which interferes with the timely exercise of this
Warrant.
7.
No Rights as Shareholder
until Exercise. Subject to Section 12 of this Warrant and the
provisions of any other written agreement between the Company and the Purchaser,
the Purchaser shall not be entitled to vote or receive dividends or be deemed
the holder of Warrant Shares or any other securities of the Company that may at
any time be issuable on the exercise hereof for any purpose, nor shall anything
contained herein be construed to confer upon the Purchaser, 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, or change of stock to no 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 as
provided herein. However, at the time of the exercise of this Warrant
pursuant to Section 3 hereof, the Warrant Shares so purchased hereunder shall be
deemed to be issued to such Holder as the record owner of such shares as of the
close of business on the date on which this Warrant shall have been
exercised.
8.
Assignment and Transfer of
Warrant. This Warrant may be assigned by the surrender of this
Warrant and the Assignment Form annexed hereto duly executed at the office of
the Company (or such other office or agency of the Company or its transfer agent
as the Company may designate by notice in writing to the registered Holder
hereof at the address of such Holder appearing on the books of the Company);
provided, however, that this
Warrant may not be resold or otherwise transferred except (i) in a transaction
registered under the Securities Act of 1933, as amended (the “Act”), or (ii) in a
transaction pursuant to an exemption, if available, from registration under the
Act and whereby, if reasonably requested by the Company, an opinion of counsel
reasonably satisfactory to the Company is obtained by the Holder of this Warrant
to the effect that the transaction is so exempt.
9.
Loss, Theft, Destruction or
Mutilation of Warrant; Exchange. The Company represents,
warrants and covenants that (a) upon receipt by the Company of evidence and/or
indemnity reasonably satisfactory to it of the loss, theft, destruction or
mutilation of any Warrant or stock certificate representing the Warrant Shares,
and in case of loss, theft or destruction, of indemnity reasonably satisfactory
to it, and (b) upon surrender and cancellation of such Warrant or stock
certificate, if mutilated, the Company will make and deliver a new Warrant or
stock certificate of like tenor and dated as of such cancellation, in lieu of
this Warrant or stock certificate, without any charge therefor. This
Warrant is exchangeable at any time for an equal aggregate number of Warrants of
different denominations, as requested by the holder surrendering the same, or in
such denominations as may be requested by the Holder following determination of
the Exercise Price. No service charge will be made for such
registration or transfer, exchange or reissuance.
10.
Saturdays, Sundays,
Holidays, etc. If the last or appointed day for the taking of
any action or the expiration of any right required or granted herein shall be a
Saturday, Sunday or a legal holiday, then such action may be taken or such right
may be exercised on the next succeeding day not a legal holiday.
11.
Effect of Certain
Events. If at any time while this Warrant or any portion thereof is
outstanding and unexpired there shall be a transaction (by merger or otherwise)
in which more than 50% of the voting power of the Company is disposed of, the
Holder of this Warrant shall have the right thereafter to purchase, by exercise
of this Warrant and payment of the aggregate Exercise Price in effect
immediately prior to such action, the kind and amount of shares and other
securities and property which it would have owned or have been entitled to
receive after the happening of such transaction had this Warrant been exercised
immediately prior thereto, subject to further adjustment as provided in Section
12.
12.
Adjustments of Exercise
Price and Number of Warrant Shares. The number of and kind of securities
purchasable upon exercise of this Warrant and the Exercise Price shall be
subject to adjustment from time to time as set forth in this Section
12.
(a) Subdivisions, Combinations,
Stock Dividends and other Issuances. If the Company
shall, at any time while this Warrant is outstanding, (i) pay a stock dividend
or otherwise make a distribution or distributions on any equity securities
(including instruments or securities convertible into or exchangeable for such
equity securities) in shares of Common Stock, (ii) subdivide outstanding shares
of Common Stock into a larger number of shares, or (iii) combine outstanding
Common Stock into a smaller number of shares, then the Exercise Price shall be
multiplied by a fraction, the numerator of which shall be the number of shares
of Common Stock outstanding before such event and the denominator of which shall
be the number of shares of Common Stock outstanding after such
event. Any adjustment made pursuant to this Section 12(a) shall
become effective immediately after the record date for the determination of
stockholders entitled to receive such dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision or
combination. The number of shares which may be purchased hereunder
shall be increased or decreased proportionately to any reduction or increase in
Exercise Price pursuant to this Section 12(a), so that after such adjustments
the aggregate Exercise Price payable hereunder for the increased or decreased
number of shares shall be the same as the aggregate Exercise Price in effect
just prior to such adjustments.
(b) Other Distributions.
If at any time after the date hereof the Company distributes to holders of its
Common Stock, other than as part of its dissolution, liquidation or the winding
up of its affairs, any shares of its capital stock, any evidence of indebtedness
or any of its assets (other than Common Stock), then the number of Warrant
Shares for which this Warrant is exercisable shall be increased to equal: (i)
the number of Warrant Shares for which this Warrant is exercisable immediately
prior to such event, (ii) multiplied by a fraction, (A) the numerator of which
shall be the Fair Market Value (as defined below) per share of Common Stock on
the record date for the dividend or distribution, and (B) the denominator of
which shall be the Fair Market Value price per share of Common Stock on the
record date for the dividend or distribution minus the amount allocable to one
share of Common Stock of the value (as jointly determined in good faith by the
Board of Directors of the Company and the Holder) of any and all such evidences
of indebtedness, shares of capital stock, other securities or property, so
distributed. For purposes of this Warrant, “Fair Market Value”
shall equal the average closing trading
price of the Common Stock on the Principal Market for the five (5) Trading Days
preceding the date of determination or, if the Common Stock is not listed or
admitted to trading on any Principal Market, and the average price cannot be
determined as contemplated above, the Fair Market Value of the Common Stock
shall be as reasonably determined in good faith by the Company’s Board of
Directors and the Holder. If the Fair Market Value of the Common
Stock cannot be determined by the Company’s Board of Directors and the Holder
after five (5) business days, such determination shall be made by an Independent
Appraiser. The fair market value as determined by the Independent
Appraiser shall be final. The Exercise Price shall be reduced to
equal: (i) the Exercise Price in effect immediately before the occurrence of any
event (ii) multiplied by a fraction, (A) the numerator of which is the number of
Warrant Shares for which this Warrant is exercisable immediately before the
adjustment, and (B) the denominator of which is the number of Warrant Shares for
which this Warrant is exercisable immediately after the adjustment.
(c) Merger, etc. If at
any time after the date hereof there shall be a merger or consolidation of the
Company with or into or a transfer of all or substantially all of the assets of
the Company to another entity, then the Holder shall be entitled to receive upon
or after such transfer, merger or consolidation becoming effective, and upon
payment of the Exercise Price then in effect, the number of shares or other
securities or property of the Company or of the successor corporation resulting
from such merger or consolidation, which would have been received by the Holder
for the shares of stock subject to this Warrant had this Warrant been exercised
just prior to such transfer, merger or consolidation becoming effective or to
the applicable record date thereof, as the case may be. The Company
will not merge or consolidate with or into any other corporation, or sell or
otherwise transfer its property, assets and business substantially as an
entirety to another corporation, unless the corporation resulting from such
merger or consolidation (if not the Company), or such transferee corporation, as
the case may be, shall expressly assume in writing the due and punctual
performance and observance of each and every covenant and condition of this
Warrant to be performed and observed by the Company.
(d) Reclassification,
etc. If at any time after the date hereof there shall be a
reorganization or reclassification of the securities as to which purchase rights
under this Warrant exist into the same or a different number of securities of
any other class or classes, then the Holder shall thereafter be entitled to
receive upon exercise of this Warrant, during the period specified herein and
upon payment of the Exercise Price then in effect, the number of shares or other
securities or property resulting from such reorganization or reclassification,
which would have been received by the Holder for the shares of stock subject to
this Warrant had this Warrant at such time been exercised.
13.
Notice of
Adjustment. Whenever the number of Warrant Shares or number or
kind of securities or other property purchasable upon the exercise of this
Warrant or the Exercise Price is adjusted, the Company shall promptly mail to
the Holder of this Warrant a notice setting forth the number of Warrant Shares
(and other securities or property) purchasable upon the exercise of this Warrant
and the Exercise Price of such Warrant Shares after such adjustment and setting
forth the computation of such adjustment and a brief statement of the facts
requiring such adjustment.
14.
Authorized
Shares. The Company covenants that during the period the
Warrant is outstanding and exercisable, it will reserve from its authorized and
unissued Common Stock a sufficient number of shares to provide for the issuance
of the Warrant Shares upon the exercise of any and all purchase rights under
this Warrant. The Company further covenants that its issuance of this
Warrant shall constitute full authority to its officers who are charged with the
duty of executing stock certificates to execute and issue the necessary
certificates for the Warrant Shares upon the exercise of the purchase rights
under this Warrant. The Company will take all such reasonable action
as may be necessary to assure that such Warrant Shares may be issued as provided
herein without violation of any applicable law, regulation, or rule of any
applicable market or exchange.
15.
Compliance with Securities
Laws. The Holder hereof acknowledges that the Warrant Shares
acquired upon the exercise of this Warrant, if not registered (or if no
exemption from registration exists), will have restrictions upon resale imposed
by state and federal securities laws. Each certificate representing
the Warrant Shares issued to the Holder upon exercise (if not registered, for
resale or otherwise, or if no exemption from registration exists) will bear
substantially the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED,
SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS.
16.
Intent of
Purchase. Without limiting the Purchaser’s right to transfer,
assign or otherwise convey the Warrant or Warrant Shares in compliance with all
applicable securities laws, the Holder of this Warrant, by acceptance hereof,
acknowledges that this Warrant and the Warrant Shares to be issued upon exercise
hereof are being acquired solely for the Purchaser’s own account and not as a
nominee for any other party, and that the Purchaser will not offer, sell or
otherwise dispose of this Warrant or any Warrant Shares to be issued upon
exercise hereof except under circumstances that will not result in a violation
of applicable federal and state securities laws.
17.
Miscellaneous.
(a) Issue Date; Choice of Law;
Venue; Jurisdiction. The provisions of this Warrant shall be
construed and shall be given effect in all respects as if it had been issued and
delivered by the Company on the date hereof. This Warrant shall be
binding upon any successors or assigns of the Company. This Warrant
will be construed and enforced in accordance with and governed by the laws of
the State of New York, except for matters arising under the Act, without
reference to principles of conflicts of law. Each of the parties
consents to the exclusive jurisdiction of the Federal and State Courts sitting
in the County of New York in the State of New York in connection with any
dispute arising under this Warrant and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on forum non conveniens or venue,
to the bringing of any such proceeding in such jurisdiction.
(b) Modification and
Waiver. This Warrant and any provisions hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of the same is sought. Any amendment
effected in accordance with this paragraph shall be binding upon the Purchaser,
each future holder of this Warrant and the Company. No waivers of, or
exceptions to, 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.
(c) Notices. Any
notice or other communication required or permitted to be given hereunder shall
be in writing by facsimile, mail or personal delivery and shall be effective
upon actual receipt of such notice. The addresses for such
communications shall be to the addresses as shown on the books of the Company or
to the Company at the address set forth in the Offering Documents. A
party may from time to time change the address to which notices to it are to be
delivered or mailed hereunder by notice in accordance with the provisions of
this Section 17(c).
(d) Severability. Whenever
possible, each provision of this Warrant shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Warrant is held to be invalid, illegal or unenforceable in any respect under any
applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability shall not affect the validity, legality or enforceability of
any other provision of this Warrant in such jurisdiction or affect the validity,
legality or enforceability of any provision in any other jurisdiction, but this
Warrant shall be reformed, construed and enforced in such jurisdiction as if
such invalid, illegal or unenforceable provision had never been contained
herein.
(e) Specific
Enforcement. The Company and the Holder acknowledge and agree
that irreparable damage would occur in the event that any of the provisions of
this Warrant were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that the parties shall
be entitled to an injunction or injunctions to prevent or cure breaches of the
provisions of this Warrant and to enforce specifically the terms and provisions
hereof, this being in addition to any other remedy to which either of them may
be entitled by law or equity.
(f) Counterparts/Execution. This
Warrant may be executed by facsimile and in any number of counterparts, and each
such counterpart hereof shall be deemed to be an original instrument, but all
such counterparts together shall constitute one agreement. Execution
and delivery of this Warrant by facsimile transmission (including delivery of
documents in Adobe PDF format) shall constitute execution and delivery of this
Warrant for all purposes, with the same force and effect as execution and
delivery of an original manually signed copy hereof.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
officers thereunto duly authorized.
Dated: June
__, 2010
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[Pubco]
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By:
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Name:
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Title:
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[SIGNATURE
PAGE TO THE COMMON STOCK PURCHASE WARRANT]
NOTICE OF
EXERCISE
To: [Pubco]
(1) The
undersigned hereby elects to exercise the attached Warrant for and to purchase
thereunder, ______ shares of Common Stock, and herewith makes payment therefor
of $_______.
(2) Please
issue a certificate or certificates representing said shares of Common Stock in
the name of the undersigned or in such other name as is specified
below:
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(Name)
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(Address)
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(3) Please
issue a new Warrant for the unexercised portion of the attached Warrant in the
name of the undersigned or in such other name as is specified
below:
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(Name)
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(Date)
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(Signature)
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(Address)
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Dated:
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Signature
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ASSIGNMENT
FORM
(To
assign the foregoing warrant, execute
this form
and supply required information.
Do not
use this form to exercise the warrant.)
FOR VALUE RECEIVED, the foregoing
Warrant and all rights evidenced thereby are hereby assigned to
_________________________________________________________
whose address is
_______________________________________________________________________.
_______________________________________________________________________
Dated: ______________,
Holder’s
Signature: ________________________________
Holder’s
Address: _________________________________
_________________________________
Signature
Guaranteed: _________________________________________________
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
whatsoever, and must be guaranteed by a bank or trust
company. Officers of corporations and those acting in a fiduciary or
other representative capacity should file proper evidence of authority to assign
the foregoing Warrant.
3