Attached files
Exhibit 10.3
Warrant
Certificate No. ______
NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES
ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST
THEREIN MAY BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED
UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS
EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS
AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF
SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE
COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED,
ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES
MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
ACT.
Effective
Date: _________, 2017 Expiration Date: __________,
2022
SINCERITY APPLIED MATERIALS HOLDINGS CORP.
WARRANT
TO PURCHASE COMMON STOCK
Sincerity Applied Materials Holdings
Corp., a Nevada
corporation (the “Company”), for value received on
the Effective Date, hereby issues to __________________________
(the “Holder”)
this Warrant (the “Warrant”) to purchase shares (as
from time to time adjusted as hereinafter provided) (each such
share a “Warrant
Share” and all such shares being the
“Warrant
Shares”) of the Company’s Common Stock (as
defined below), at the Exercise Price (as defined below), as
adjusted from time to time as provided herein, on or before the
Expiration Date, all subject to the following terms and
conditions.
This
Warrant is one of a series of Warrants of like tenor being issued
to Subscribers in the Company’s private offering (the
“Offering”) of
units of its securities (the “Units”) in accordance with, and
subject to, the terms and conditions described in the Subscription
Agreement entered into by and between the Company and each
Subscriber set forth on the signature pages affixed thereto (the
“Subscription
Agreement”). Each Unit consists of one 12% Senior
Secured Convertible Promissory Note in the face amount of $10,000
(the “Note”) and one Warrant representing the right to
purchase Thirty Three Thousand Three Hundred Thirty Four (33,334)
shares of Common Stock. This Warrant is exercisable upon the
earlier of (i) the completion of a Qualified Financing (as defined
below), subject to the limitations and qualifications set forth in
Section 3(a)(iv)(C) below; or (ii) one year from the Effective Date
of this Warrant. Subject to Sections 3(a)(iv)(A) and 3(a)(iv)(C)
below, in the case of a Qualified Financing the Warrants are
exercisable at a price per share equal to 80% of the lesser of (i)
the price at which Common Stock is sold in the Qualified Financing,
or (ii) the lowest price at which other securities sold in the
Qualified Financing may be converted into or exercised for Common
Stock (such other securities being hereafter referred to as
“Common Stock Equivalents”).Subject to Section
3(a)(iv)(C) below, if a Qualified Financing is not completed within
one year of the Effective Date, this Warrant shall be exercisable
at a price per share equal to 80% of the VWAP (as defined below) of
the Common Stock (as defined below) during the ten consecutive
Trading Days (as defined below) ending on the Trading Day
immediately prior to the date on which a Notice of Exercise is
received by the Company from the Holder. Capitalized terms used
herein without definition have the meanings ascribed to them in the
Subscription Agreement.
{00180934.3 / 4133.003}
As used
in this Warrant, (i) “Business Day” means any day other
than Saturday, Sunday or any other day on which commercial banks in
the City of New York, New York, are authorized or required by law
or executive order to close; (ii) “Common Stock” means the common
stock of the Company, $0.001 par value per share, including any
securities issued or issuable with respect thereto or into which or
for which such shares may be exchanged for, or converted into,
pursuant to any stock dividend, stock split, stock combination,
recapitalization, reclassification, reorganization or other similar
event; (iii) “Exercise
Price” means the price at which one share of Common
Stock can be purchased under this Warrant, subject to adjustment as
provided herein; (iv) “Qualified Financing” means a
financing of not less than $20,000,000 completed by the Company or
a subsidiary of the Company after the Effective Date of this
Warrant involving the sale of Common Stock or Common Stock
Equivalents; (v) “Trading
Day” means any day on which the primary national or
regional stock exchange on which the Common Stock is listed, or if
not so listed, the OTC Bulletin Board or the OTC Markets, if quoted
thereon, is open for the transaction of business; and (vi)
“Affiliate” means any person that, directly or
indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with, a person, as such
terms are used and construed in Rule 144 promulgated under the
Securities Act of 1933, as amended (the “Securities
Act”); (vii)
“VWAP” means,
for any date, the value weighted average price for the Common Stock
determined by the first of the following clauses that applies: (a)
if the Common Stock is then listed or quoted on a National
Securities Exchange, the daily volume weighted average price of the
Common Stock for such date (or the nearest preceding date) on the
trading market on which the Common Stock is then listed or quoted
as reported by Bloomberg (based on a Trading Day from 9:30 a.m. New
York City time to 4:00 p.m. New York City time); (b) if the Common
Stock is quoted on any one or more of the OTC Bulletin Board, or
the other OTC markets, including the OTCQX, OTCQB and OTC Pink
Markets or in the “Pink Sheets” published by Pink
Sheets, LLC (or a similar organization or agency succeeding to its
functions of reporting prices), the volume weighted average price
of the Common Stock for such date on the OTC Bulletin Board; (c) if
the Common Stock is not then listed or quoted for trading on the
OTC Bulletin Board and if prices for the Common Stock are then
reported on the OTC markets, including the OTCQX, OTCQB and OTC
Pink markets, or in the “Pink Sheets” published by Pink
Sheets, LLC (or a similar organization or agency succeeding to its
functions of reporting prices), the average of the highest closing
bid and the lowest closing ask price for the Common Stock as
reported by OTC Markets Group; (d) in the event that none of
clauses (a), (b), and (c) are applicable, the fair market value for
a share of Common Stock as mutually determined by the Company and
the Majority Holders, or (e) in all other cases, the fair market
value of a share of Common Stock as determined by an independent
appraiser selected in good faith by the Majority Holders and
reasonably acceptable to the Company, the fees and expenses of
which shall be paid by the Company; provided that in each case
where Bloomberg data is being relied upon, Holder shall provide to
the Company a copy of such information for the Company's records;
provided further herewith, the VWAP may never fall below $0.10 per
share (the “VWAP Floor
Price”) (viii) “National Securities Exchange”
means the following markets or exchanges on which the Common Stock
may be listed or quoted for trading on the date in question: the
NYSE MKT, LLC, the Nasdaq Capital Market, the Nasdaq Global Market,
the Nasdaq Global Select Market, the New York Stock Exchange; (ix)
“Majority
Holders” means the holders of Warrants representing
more than 50% of the Warrant Shares issuable upon exercise of all
Warrants; (x) “Exempt
Issuance” means (a) shares of Common Stock issued or
issuable upon conversion or exchange of any convertible securities
or exercise of any options or warrants outstanding immediately
following the Closing Date; (b) securities issued or issuable
pursuant to an acquisition, joint venture, collaboration, sponsored
research, OEM, marketing, technology license, or similar agreement,
but not including a transaction in which the Company is issuing
securities primarily for the purpose of raising capital or to an
entity whose primary business is investing in securities; (c)
securities issued to financial institutions or lessors in
connection with credit arrangements, equipment financings, lease
arrangements, etc., in the aggregate not exceeding 10% of the
Common Stock then outstanding; (d) securities issued or issuable
pursuant to the acquisition of another entity or business by the
Company through a merger, purchase of substantially all of the
assets or other reorganization, but not including a transaction in
which the Company is issuing securities primarily for the purpose
of raising capital or to an entity whose primary business is
investing in securities; (e) shares of Common Stock issued or
issuable by reason of a dividend, stock split, split-up or other
distribution on shares of Common Stock relating to any
recapitalization, reclassification or reorganization of the capital
stock of the Company, or any consolidation or merger of the Company
with another corporation, or the sale of all or substantially all
of its assets or other transaction effected in such a way that
there is no change of control of the Company; and (f) issuances of
awards under any Company employee benefit plans, and (xi)
“Post-Acquisition
Valuation” means the post-Acquisition, pre-financing
valuation of the Company obtained by multiplying the 50,000,000
shares of Common Stock assumed to be issued and outstanding
immediately following the Acquisition and the Offering by the
lowest price at which Common Stock or Common Stock equivalents are
to be sold in a post-Acquisition financing. By way of example, a
post-Acquisition financing in which Common Stock or Common Stock
Equivalents are sold at $0.30 per share would result in a
Post-Acquisition Valuation of $15,000,000 which represents the
number obtained when multiplying 50,000,000 by $0.30.
1.
DURATION
AND EXERCISE OF WARRANTS
(a) Exercise
Period. The Holder may exercise
this Warrant in whole or in part on any Business Day on or before
5:00 P.M., Eastern Time, on the Expiration Date, at which time this
Warrant shall become void and of no value.
(b)
Exercise
Procedures.
(i) Cash.
While this Warrant remains outstanding and exercisable in
accordance with Section 1(a), the Holder may exercise this Warrant in whole or
in part at any time and from time to time by:
(A) delivery
to the Company of a duly completed and executed copy of the notice
of exercise attached hereto as Exhibit A (the “Notice of
Exercise”), with the
“CASH” payment option indicated;
(B) surrender
of this Warrant to the Secretary of the Company at its principal
offices or at such other office or agency as the Company may
specify in writing to the Holder; and
(C) payment
of the then-applicable Exercise Price per share multiplied by the
number of Warrant Shares being purchased upon exercise of the
Warrant (such amount, the “Aggregate Exercise
Price”) made in the form
of cash, or by wire transfer of immediately available funds,
certified check or bank draft payable in lawful money of the United
States of America.
(ii) Cashless.
In addition to the manner set forth in Section 1(b)(i), while this
Warrant remains outstanding and exercisable in accordance with
Section 1(a), the Holder may, in its sole discretion, exercise all
or any part of the Warrant in a “cashless” or
“net-issue” exercise (a “Cashless Exercise”)
by:
(A) delivery
to the Company of a duly completed and executed Notice of Exercise,
with the “CASHLESS” payment option
indicated;
(B) surrender
of this Warrant to the Secretary of the Company at its principal
offices or at such other office or agency as the Company may
specify in writing to the Holder;
whereupon the
Holder shall be entitled to receive a number of Warrant Shares
calculated using the following formula:
X
=
Y * (A - B)
A
where:
X =
the number of
Warrant Shares to be issued to the Holder
Y =
the number of
Warrant Shares with respect to which the Warrant is being exercised
as specified in the Notice of Exercise
A =
the fair value per
share of Common Stock on the date of exercise of this
Warrant
B =
the then-current
Exercise Price of the Warrant
Solely
for the purposes of this Section 1(b), “fair value” per
share of Common Stock shall mean the average Closing Price (as
defined below) per share of Common Stock for the twenty (20)
Trading Days immediately preceding the date on which the Notice of
Exercise is deemed to have been sent to the Company.
“Closing Price”
means, for any date, the price determined by the first of the
following clauses that applies: (a) if the Common Stock is then
listed on a National Securities Exchange, the closing price per
share of the Common Stock for such date (or the nearest preceding
date) on the primary exchange on which the Common Stock is then
listed; (b) if prices for the Common Stock are then quoted on the
OTC Bulletin Board or any tier of the OTC Markets, the closing bid
price per share of the Common Stock for such date (or the nearest
preceding date) so quoted; or (c) if prices for the Common Stock
are then reported in the “Pink Sheets” published by
the National Quotation Bureau Incorporated (or a similar
organization or agency succeeding to its functions of reporting
prices), the most recent closing bid price per share of the Common
Stock so reported. If the Common Stock is not publicly traded as
set forth above, the “fair value” per share of
Common Stock shall be reasonably and in good faith determined by
the Board of Directors of the Company as of the date which the
Notice of Exercise is deemed to have been sent to the
Company.
For
purposes of Rule 144 promulgated under the Securities Act, it is
intended, understood and acknowledged that the Warrant Shares
issued in a Cashless Exercise transaction shall be deemed to have
been acquired by the Holder, and the holding period for such shares
shall be deemed to have commenced, on the date this Warrant was
originally issued.
(iii) Upon
the exercise of this Warrant in compliance with the provisions of
this Section 1(b), and except as limited pursuant to Section
1(b)(iv), the Company shall promptly issue and cause to be
delivered to the Holder a certificate for the Warrant Shares for
which this Warrant was exercised. Each exercise of this Warrant
shall be effective immediately prior to the close of business on
the date (the “Date of
Exercise”) that the
conditions set forth in Section 1(b)(i) or (ii) have been
satisfied, as the case may be. On or before the third
(3rd)
Business Day following the date on which the Company has received
each of the items specified in Section 1(b)(i) or 1(b)(ii), as
applicable (the “Exercise
Deliverables”), the Company shall transmit an
acknowledgment of receipt of the Exercise Deliverables to the
Company’s transfer agent (the “Transfer Agent”). On or before the
fifth (5th) Business Day
following the date on which the Company has received all of the
Exercise Deliverables (the “Share Delivery Date”), the Company
shall (X) provided that the Warrant Shares have been registered or
that the Warrant Shares are eligible for sale under Rule 144
without restriction and that the Transfer Agent is participating in
The Depository Trust Company (“DTC”) Fast Automated
Securities Transfer Program, upon the request of the Holder and to
the extent applicable, Holder’s supplying the Company with
required Rule 144 documentation, cause the Transfer Agent to credit
such aggregate number of shares of Common Stock to which the Holder
is entitled pursuant to such exercise to the Holder’s or its
designee’s balance account with DTC through its Deposit
Withdrawal Agent Commission system, or (Y) if the Warrant Shares
have not been registered and are not eligible for sale under Rule
144 without restriction or if Transfer Agent is not participating
in the DTC Fast Automated Securities Transfer Program, cause the
Transfer Agent to issue and dispatch by overnight courier to the
address as specified in the Notice of Exercise, a certificate,
registered in the Company’s share register in the name of the
Holder or its designee, for the number of shares of Common Stock to
which the Holder is entitled pursuant to such
exercise.
The Holder understands that prior to the Acquisition, the Company
has been a “shell company” as defined in Rule 12b-2
under the Securities Exchange Act of 1934, as amended (the
“Exchange
Act”), and that upon the filing of a Current Report on
Form 8-K (the “Super 8-K) reporting the consummation of the
Acquisition and the related transactions and otherwise containing
Form 10 information discussed below, the Company will cease to be a
shell company. Pursuant to Rule 144(i), securities issued by a
current or former shell company (that is, this Warrant and the
Warrant Shares) that otherwise meet the holding period and other
requirements of Rule 144 nevertheless cannot be sold in reliance on
Rule 144 until one
year after the Company (a) is no longer a shell company; and
(b) has filed current “Form 10 information“ (as defined
in Rule 144(i)) with the SEC reflecting that it is no longer a
shell company, and provided that at the time of a proposed sale
pursuant to Rule 144, the Company is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act and has
filed all reports and other materials required to be filed by
Section 13 or 15(d) of the Exchange Act, as applicable, during the
preceding 12 months (or for such shorter period that the issuer was
required to file such reports and materials), other than Form 8-K
reports. As a result, the
restrictive legends on certificates for the Warrant and the Warrant
Shares cannot be removed except in connection with an actual sale
meeting the foregoing requirements or pursuant to an effective
registration statement.
Upon
delivery of the Exercise Deliverables, the Holder shall be deemed for all corporate
purposes to have become the holder of record of the Warrant Shares
with respect to which this Warrant has been exercised, irrespective
of the date of delivery of the certificates evidencing such Warrant
Shares.
(iv) If
the Company shall fail for any reason or for no reason to issue or
cause to be issued to the Holder, within five (5) Business Days of
receipt of the Exercise Deliverables, a certificate for the number
of shares of Common Stock to which the Holder is entitled and
register or cause to be registered such shares of Common Stock on
the Company’s share register or to credit or cause to be
credited the Holder’s balance account with DTC for such
number of shares of Common Stock to which the Holder is entitled
upon the Holder’s exercise of this Warrant (in each case as
provided above), and if on or after such fifth (5th) Business Day the
Holder purchases (in an open market transaction or otherwise)
shares of Common Stock to deliver in satisfaction of a sale by the
Holder of shares of Common Stock issuable upon such exercise that
the Holder anticipated receiving from the Company (a
“Buy-In”), then
the Company shall, within three (3) Business Days after the
Holder’s request and in the Holder’s discretion, either
(i) pay cash to the Holder in an amount equal to the Holder’s
total purchase price (including brokerage commissions, if any) for
the shares of Common Stock so purchased (the “Buy-In Price”), at which point the
Company’s obligation to deliver a certificate for the shares
of Common Stock to which the Holder would have been entitled and
register or cause to be registered such shares of Common Stock on
the Company’s share register, or to credit or cause to be
credited the Holder’s balance account with DTC for such
number of shares of Common Stock to which the Holder would have
been entitled, shall terminate, or (ii) promptly honor its
obligation to deliver to the Holder a certificate or certificates
representing such shares of Common Stock and pay cash to the Holder
in an amount equal to the excess (if any) of the Buy-In Price over
the product of (A) such number of shares of Common Stock, times (B)
the fair value of the Common Stock on the date of
exercise.
(v) Notwithstanding
the foregoing provisions of this Section 1(b), the Holder may not
exercise this Warrant if and to the extent that such exercise would
require the Company to issue a number of shares of Common Stock in
excess of its authorized but unissued shares of Common Stock, less
all amounts of Common Stock that have been reserved for issue upon
the conversion of all outstanding securities convertible into
shares of Common Stock and the exercise of all outstanding options,
warrants and other rights exercisable for shares of Common Stock.
If the Company does not have the requisite number of authorized but
unissued shares of Common Stock to permit the Holder to exercise
this Warrant, then the Company shall use commercially reasonable
efforts to obtain the necessary stockholder consent to increase the
authorized number of shares of Common Stock to permit such Holder
to exercise this Warrant pursuant to Section 1(b)(i) or Section
1(b)(ii).
(vi) The
delivery by (or on behalf of) the Holder of the Notice of Exercise
and the applicable Exercise Price as provided above shall
constitute the Holder’s certification to the Company that its
representations and warranties contained in Section 5 of the
Subscription Agreement, including without limitation the
representation and warranty that the Holder is an “accredited
investor,” are true and correct as of the exercise date as if
remade in their entirety (or, in the case of any transferee Holder
that is not a party to the Subscription Agreement, such transferee
Holder’s certification to the Company that such
representations are true and correct as to such assignee Holder as
of the exercise date).
(c) Partial
Exercise. This Warrant shall be
exercisable, either in its entirety or, from time to time, for part
only of the number of Warrant Shares referenced by this Warrant;
provided, that any such partial exercise must be for an integral
number of Warrant Shares. If this Warrant is exercised in part, the
Company shall issue, at its expense, a new Warrant, in
substantially the form of this Warrant, referencing such reduced
number of Warrant Shares that remain subject to this
Warrant.
(d) Disputes.
In the case of a dispute as to the determination of the Exercise
Price or the arithmetic calculation of the Warrant Shares, the
Company shall promptly issue to the Holder the number of Warrant
Shares that are not disputed and resolve such dispute in accordance
with Section 15.
2.
ISSUANCE
OF WARRANT SHARES
(a) The
Company covenants that all Warrant Shares will, upon issuance in
accordance with the terms of this Warrant, be (i) duly authorized,
fully paid and non-assessable, and (ii) free from all liens,
charges and security interests, with the exception of claims
arising through the acts or omissions of any Holder and except as
arising from applicable Federal and state securities
laws.
(b) The
Company shall register this Warrant upon records to be maintained
by the Company for that purpose in the name of the record holder of
such Warrant from time to time. The Company may deem and treat the
registered Holder of this Warrant as the absolute owner thereof for
the purpose of any exercise thereof, any distribution to the Holder
thereof and for all other purposes.
(c) The
Company will not, by amendment of its certificate of incorporation,
by-laws or through any reorganization, transfer of assets,
consolidation, merger, 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 to be observed or performed
hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions of this Warrant
and in the taking of all action necessary or appropriate in order
to protect the rights of the Holder to exercise this Warrant, or
against impairment of such rights.
3.
ADJUSTMENTS
OF EXERCISE PRICE, NUMBER AND TYPE OF WARRANT SHARES
(a) General.
The Exercise Price and the number of shares purchasable upon the
exercise of this Warrant shall be subject to adjustment from time
to time upon the occurrence of certain events described in this
Section 3(a); provided,
that notwithstanding the provisions of this Section 3, the Company
shall not be required to make any adjustment if and to the extent
that such adjustment would require the Company to issue a number of
shares of Common Stock in excess of its authorized but unissued
shares of Common Stock, less all amounts of Common Stock that have
been reserved for issue upon the conversion of all outstanding
securities convertible into shares of Common Stock and the exercise
of all outstanding options, warrants and other rights exercisable
for shares of Common Stock. If the Company does not have the
requisite number of authorized but unissued shares of Common Stock
to make any adjustment, the Company shall use its commercially
reasonable efforts to obtain the necessary stockholder consent to
increase the authorized number of shares of Common Stock to make
such an adjustment pursuant to this Section
3(a).
(i) Subdivision
or Combination of Stock. In
case the Company shall at any time subdivide (whether by way of
stock dividend, stock split or otherwise) its outstanding shares of
Common Stock into a greater number of shares, the Exercise Price in
effect immediately prior to such subdivision, if then established,
shall be proportionately reduced and the number of Warrant Shares
shall be proportionately increased, and conversely, in case the
outstanding shares of Common Stock of the Company shall be combined
(whether by way of stock combination, reverse stock split or
otherwise) into a smaller number of shares, the Exercise Price in
effect immediately prior to such combination, if then established,
shall be proportionately increased and the number of Warrant Shares
shall be proportionately decreased. The Exercise Price and the
Warrant Shares, as so adjusted, shall be readjusted in the same
manner upon the happening of any successive event or events
described in this Section 3(a)(i).
(ii) Dividends
in Stock, Property, Reclassification. If at any time, or from time to time, the
holders of Common Stock (or any shares of stock or other securities
at the time receivable upon the exercise of this Warrant) shall
have received or become entitled to receive, without payment
therefor:
(A) any
shares of stock or other securities that are at any time directly
or indirectly convertible into or exchangeable for Common Stock, or
any rights or options to subscribe for, purchase or otherwise
acquire any of the foregoing by way of dividend or other
distribution, or
(B) additional
stock or other securities or property (including cash) by way of
spin-off, split-up, reclassification, combination of shares or
similar corporate rearrangement (other than shares of Common Stock
issued as a stock split or adjustments in respect of which shall be
covered by the terms of Section 3(a)(i) above),
then and in each such case, the Exercise Price and the number of
Warrant Shares to be obtained upon exercise of this Warrant shall
be adjusted proportionately, and the Holder hereof shall, upon the
exercise of this Warrant, be entitled to receive, in addition to
the number of shares of Common Stock receivable thereupon, and
without payment of any additional consideration therefor, the
amount of stock and other securities and property (including cash
in the cases referred to above) that such Holder would hold on the
date of such exercise had such Holder been the holder of record of
such Common Stock as of the date on which holders of Common Stock
received or became entitled to receive such shares or all other
additional stock and other securities and property. The Exercise
Price and the Warrant Shares, as so adjusted, shall be readjusted
in the same manner upon the happening of any successive event or
events described in this Section 3(a)(ii).
(iii) Reorganization,
Reclassification, Consolidation, Merger or Sale. If any recapitalization, reclassification or
reorganization of the capital stock of the Company, or any
consolidation or merger of the Company with another corporation or
any other entity, or the sale of all or substantially all of its
assets or other transaction shall be effected in such a way that
holders of Common Stock shall be entitled to receive stock,
securities or other assets or property (an
“Organic
Change”), then, as
a condition of such Organic Change, lawful and adequate provisions shall be made by
the Company whereby the Holder hereof shall thereafter have the
right to purchase and receive (in lieu of the shares of the Common
Stock of the Company immediately theretofore purchasable and
receivable upon the exercise of the rights represented by this
Warrant) such shares of stock, securities or other assets or
property as may be issued or payable with respect to or in exchange
for a number of outstanding shares of such Common Stock equal to
the number of shares of such stock immediately theretofore
purchasable and receivable assuming the full exercise of the rights
represented by this Warrant. In the event of any Organic Change,
appropriate provision shall be made by the Company with respect to
the rights and interests of the Holder of this Warrant to the end
that the provisions hereof (including, without limitation,
provisions for adjustments of the Exercise Price and of the number
of shares purchasable and receivable upon the exercise of this
Warrant and registration rights substantially the same as
those provided for in the Registration Rights Agreement) shall thereafter be applicable, in relation to
any shares of stock, securities or assets thereafter deliverable
upon the exercise hereof. The Company shall not effect any
such Organic Change unless, prior to the consummation
thereof, the successor corporation or
entity (if other than the Company) resulting from such
consolidation or merger or the corporation purchasing such assets
shall assume by written instrument reasonably satisfactory in form
and substance to the Holder executed and mailed or delivered to the
registered Holder hereof at the last address of such Holder
appearing on the books of the Company, the obligation to deliver to
such Holder such shares of stock, securities or assets as, in
accordance with the foregoing provisions, such Holder may be
entitled to purchase. If there is an Organic Change, then the
Company shall cause to be mailed to the Holder at its last address
as it shall appear on the books and records of the Company, at
least ten (10) calendar days before the effective date of the
Organic Change, a notice stating the date on which such Organic
Change is expected to become effective or close, and the date as of
which it is expected that holders of the Common Stock of record
shall be entitled to exchange their shares for securities, cash, or
other property delivered upon such Organic Change;
provided,
that the failure to mail such notice or any defect therein or in
the mailing thereof shall not affect the validity of the corporate
action required to be specified in such notice. The Holder is
entitled to exercise this Warrant during the 10-day period
commencing on the date of such notice to the effective date of the
event triggering such notice. In any event, the successor
corporation (if other than the Company) resulting from such
consolidation or merger or the corporation purchasing such assets
shall be deemed to assume such obligation to deliver to such Holder
such shares of stock, securities or assets even in the absence of a
written instrument assuming such obligation to the extent such
assumption occurs by operation of law.
(iv) Sale
of Common Stock or Common Stock Equivalents at Valuation of Less
Than $15,000,000.
(A)
Except as otherwise provided in Section 3(a)(iv)(C) below, in the
event the Company or a subsidiary of the Company shall issue or
sell Common Stock or Common Stock Equivalents, within one year of
the Effective Date of this Warrant, in a Qualified Financing, at a
price per share reflecting a Post-Acquisition Valuation of less
than $15,000,000, the Exercise Price and the number of Warrant
Shares to be obtained upon exercise of this Warrant shall be
adjusted proportionally. By way of example, if the Company or a
subsidiary of the Company completes a Qualified Financing within
one year of the Effective Date of this Warrant reflecting a
Post-Acquisition Valuation of $12,000,000, (i.e. at a valuation
equal to 80% of $15,000,000), the number of shares of Common Stock
issuable upon exercise of this Warrant shall be increased by
dividing the number of shares of Common Stock issuable immediately
prior to such Qualified Financing by .8 (which is the number
obtained by dividing 12,000,000 by 15,000,000) and the Exercise
Price at which each share of Common Stock may be purchased upon
exercise of this Warrant shall be reduced by multiplying the price
otherwise in effect as the result of such Qualified Financing (80%
of the lowest price at which Common Stock or Common Stock
Equivalents are sold in such Qualified Financing) by 80%, which
would result in an Exercise Price equal to 64% of the lowest price
at which Common Stock or Common Stock Equivalents are sold in the
Qualified Financing.
(B)
In the event the Company or subsidiary of the Company does not
complete a Qualified Financing within one year of the Effective
Date of this Warrant such that this Warrant becomes exercisable at
a price per share equal to 80% of the VWAP of the Common Stock as
provided herein, and the Company or a subsidiary of the Company
thereafter completes a Qualified Financing or other financing prior
to the Expiration Date at a price per share reflecting a
Post-Acquisition Valuation of less than $15,000,000, the VWAP
Exercise Price formula then in effect and the number of Warrant
Shares to be obtained upon exercise of this Warrant shall be
adjusted proportionally. By way of example, if the Company or a
subsidiary of the Company completes a Qualified Financing or other
financing, one year or more after the Effective Date of this
Warrant, reflecting a Post-Acquisition Valuation of $12,000,000
(i.e. at a valuation equal to 80% of $15,000,000), the number of
Warrant Shares issuable upon exercise of this Warrant shall be
increased by dividing the number of shares issuable upon exercise
of this Warrant immediately prior to such Qualified Financing or
other financing by .8 (which is the number obtained by dividing
12,000,000 by 15,000,000) and the VWAP % used to determine the
Exercise Price under this Warrant shall be reduced by multiplying
the VWAP % in effect immediately prior to such Qualified Financing
or other financing by 80%. Accordingly, if immediately prior to
such Qualified Financing or other financing, this Warrant is
exercisable at a price per share equal to 80% of the VWAP, this
Warrant would thereafter be exercisable at a price per share equal
to 64% of the VWAP. In the event the Company or a subsidiary of the
Company shall thereafter complete one or more additional Qualified
Financings or other financings at a valuation lower than a
valuation which previously triggered a VWAP and related share
amount adjustment, the number of shares issuable upon exercise of
this Warrant and the VWAP % used to determine the Exercise Price
under this Warrant would be further adjusted proportionately, in
the same manner as provided above.
(C)
Notwithstanding Sections 3(a)(iv)(A) or (B) above, in the event the
Company or a subsidiary of the Company shall complete a financing
involving the sale of Common Stock or Common Stock Equivalents in
an amount of less than $20,000,000 (a “Non-Qualified
Financing”) at a Post-Acquisition Valuation of less than
$15,000,000 within one year of the Effective Date of this Warrant
and prior to a Qualified Financing, this Warrant shall, become
immediately exercisable at a VWAP based price per share under the
same terms and conditions set forth in (B) above, including those
relating to a proportional reduction to the VWAP % and an increase
in the number of shares issuable upon exercise of this Warrant. Any
subsequent Non-Qualified Financings or Qualified Financings taking
place while this Warrant remains outstanding shall be treated in
the same manner as set forth in the last sentence of Section
3(a)(iv)(B) above. By way of example, if the Company or a
subsidiary of the Company completes a Non-Qualified Financing while
this Warrant remains outstanding at a Post-Acquisition Valuation of
$12,000,000 (i.e. at a valuation equal to 80% of $15,000,000) prior
to a Qualified Financing, this Warrant shall become immediately
exercisable at a price per share equal to 64%(80% multiplied by
80%) of the VWAP and the number of shares issuable upon exercise of
this Warrant shall be increased by dividing the number of shares
issuable upon exercise of this Warrant immediately prior to such
Non-Qualified Financing by .8 (which is the number obtained by
dividing 12,000,000 by 15,000,000).
(D)
Exempt Issuances will not trigger any adjustments under this
Section 3(a)(iv).
(v) Subsequent
Equity Sales. If the Company,
at any time while this Warrant is outstanding, and the exercise
price has been established, shall sell or grant any option to
purchase, or sell or grant any right to reprice, or otherwise
dispose of or issue (or announce any offer, sale, grant or any
option to purchase or other disposition) any Common Stock or Common
Stock Equivalents, at an effective price per share less than the
Exercise Price then in effect (such lower price, the
“New Issuance
Price” and such issuances
collectively, a “Dilutive
Issuance” (it being
understood and agreed that if the holder of the Common Stock or
Common Stock Equivalents so issued shall at any time, whether by
operation of purchase price adjustments, reset provisions, floating
conversion, exercise or exchange prices or otherwise, or due to
warrants, options or rights per share which are issued in
connection with such issuance, be entitled to receive shares of
Common Stock at an effective price per share that is less than the
Exercise Price, such issuance shall be deemed to have occurred for
less than the Exercise Price on such date of the Dilutive Issuance
at such effective price) then simultaneously with consummation of
each Dilutive Issuance the Exercise Price shall be reduced to an
amount equal to the New Issuance Price (the “Adjusted
Price”); (subject to adjustment for stock splits, reverse
splits and similar capital adjustments). Such adjustment shall be
made whenever such Common Stock or Common Stock Equivalents are
issued. Notwithstanding the foregoing, no adjustment shall be made,
paid or issued under this Section 3(a)(v) in the case of an Exempt
Issuance.
(b) Certificate
as to Adjustments. Upon the
occurrence of each adjustment or readjustment pursuant to this
Section 3, the Company at its expense shall promptly compute such
adjustment or readjustment in accordance with the terms hereof and
furnish to each Holder of this Warrant a certificate setting forth
such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based. The Company
shall promptly furnish or cause to be furnished to such Holder a
like certificate setting forth: (i) such adjustments and
readjustments; and (ii) the number of shares and the amount, if
any, of other property which at the time would be received upon the
exercise of the Warrant.
(c) Certain
Events. If any event occurs as
to which the other provisions of this Section 3 are not strictly
applicable but the lack of any adjustment would not fairly protect
the purchase rights of the Holder under this Warrant in accordance
with the basic intent and principles of such provisions, or if
strictly applicable would not fairly protect the purchase rights of
the Holder under this Warrant in accordance with the basic intent
and principles of such provisions, then the Company's Board of
Directors will, in good faith and subject to applicable law, make
an appropriate adjustment to protect the rights of the
Holder; provided,
that no such adjustment pursuant to this Section 3(c) will increase
the Exercise Price or decrease the number of Warrant Shares as
otherwise determined pursuant to this Section
3.
4.
TRANSFERS
AND EXCHANGES OF WARRANT AND WARRANT SHARES
(a) Registration
of Transfers and Exchanges.
Subject to Section 4(c), upon the Holder’s surrender of this
Warrant, with a duly executed copy of the Form of Assignment
attached as Exhibit B, to the Secretary of the Company at its principal
offices or at such other office or agency as the Company may
specify in writing to the Holder, the Company shall register the
transfer of all or any portion of this Warrant. Upon such
registration of transfer, the Company shall issue a new Warrant, in
substantially the form of this Warrant, evidencing the acquisition
rights transferred to the transferee and a new Warrant, in similar
form, evidencing the remaining acquisition rights not transferred,
to the Holder requesting the transfer.
(b) Warrant
Exchangeable for Different Denominations. The Holder may exchange this Warrant for a new
Warrant or Warrants, in substantially the form of this Warrant,
evidencing in the aggregate the right to purchase the number of
Warrant Shares, which may then be purchased hereunder, each of such
new Warrants to be dated the date of such exchange and to represent
the right to purchase such number of Warrant Shares as shall be
designated by the Holder. The Holder shall surrender this Warrant
with duly executed instructions regarding such re-certification of
this Warrant to the Secretary of the Company at its principal
offices or at such other office or agency as the Company may
specify in writing to the Holder.
(c) Restrictions
on Transfers. This Warrant may
not be transferred at any time without (i) registration under the
Securities Act or (ii) an exemption from such registration
and, if requested by the
Company, a written opinion of legal counsel addressed to the
Company that the proposed transfer of the Warrant may be effected
without registration under the Securities Act, which opinion will
be in form and from counsel reasonably satisfactory to the
Company.
(d) Permitted
Transfers and Assignments.
Notwithstanding any provision to the contrary in this Section 4,
the Holder may transfer, with or without consideration, this
Warrant or any of the Warrant Shares (or a portion thereof) to the
Holder’s Affiliates (as such term is defined under Rule 144
of the Securities Act) without obtaining the opinion from counsel
that may be required by Section 4(c)(ii), provided,
that the Holder delivers to the
Company and its counsel certification, documentation, and other
assurances reasonably required by the Company’s counsel to
enable the Company’s counsel to render an opinion to the
Company’s Transfer Agent that such transfer does not violate
applicable securities laws.
5.
MUTILATED
OR MISSING WARRANT CERTIFICATE
If this Warrant is mutilated, lost, stolen or
destroyed, upon request by the Holder, the Company will, at its
expense, issue, in exchange for and upon cancellation of the
mutilated Warrant, or in substitution for the lost, stolen or
destroyed Warrant, a new Warrant, in substantially the form of this
Warrant, representing the right to acquire the equivalent number of
Warrant Shares; provided,
that, as a prerequisite to the issuance of a substitute Warrant,
the Company may require satisfactory evidence of loss, theft or
destruction as well as an indemnity from the Holder of a lost,
stolen or destroyed Warrant.
6.
PAYMENT
OF TAXES
The Company will pay all transfer and stock
issuance taxes attributable to the preparation, issuance and
delivery of this Warrant and the Warrant Shares (and replacement
Warrants) including, without limitation, all documentary and stamp
taxes; provided,
however,
that the Company shall not be required to pay any tax in respect of
the transfer of this Warrant, or the issuance or delivery of
certificates for Warrant Shares or other securities in respect of
the Warrant Shares to any person or entity other than to the
Holder.
7.
FRACTIONAL
SHARES
No
fractional Warrant Shares shall be issued upon exercise of this
Warrant. Upon the full exercise of this Warrant, the Company, in
lieu of issuing any fractional Warrant Share, shall round up the
number of Warrant Shares issuable to nearest whole
share.
8.
NO
STOCK RIGHTS AND LEGEND
No
holder of this Warrant, as such, shall be entitled to vote or be
deemed the holder of any other securities of the Company that may
at any time be issuable on the exercise hereof, nor shall anything
contained herein be construed to confer upon the holder of this
Warrant, as such, the rights of a stockholder of the Company or the
right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or give or
withhold consent to any corporate action or to receive notice of
meetings or other actions affecting stockholders (except as
provided herein), or to receive dividends or subscription rights or
otherwise (except as provide herein).
Each
certificate for Warrant Shares initially issued upon the exercise
of this Warrant, and each certificate for Warrant Shares issued to
any subsequent transferee of any such certificate, shall be stamped
or otherwise imprinted with a legend in substantially the following
form:
THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND
NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED,
SOLD, PLEDGED, OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION
STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION
FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION
OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND
OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY
BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER
CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR APPLICABLE STATE SECURITIES
LAWS. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES
MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
ACT.
9.
REGISTRATION
RIGHTS
The
Holder shall be entitled to the registration rights with respect to
the Warrant Shares set forth in, and subject to the conditions of,
the Registration Rights Agreement.
10.
NOTICES
All
notices, consents, waivers, and other communications under this
Warrant must be in writing and will be deemed given to a party (a)
on the date of delivery, if delivered to the appropriate address by
hand or by nationally recognized overnight courier service (costs
prepaid); (b) the date of transmission if sent by facsimile or
e-mail with confirmation of transmission by the transmitting
equipment if such notice or communication is delivered prior to
5:00 P.M., New York City time, on a Trading Day, or the next
Trading Day after the date of transmission, if such notice or
communication is delivered on a day that is not a Trading Day or
later than 5:00 P.M., New York City time, on any Trading Day; (c)
the date received or rejected by the addressee, if sent by
certified mail, return receipt requested, if to the registered
Holder hereof; or (d) seven days after the placement of the notice
into the mails (first class postage prepaid), to the Holder at the
address, facsimile number, or e-mail address furnished by the
registered Holder to the Company in accordance with the
Subscription Agreement by and between the Company and the Holder
or, if the registered Holder is not the original purchaser of this
Warrant, then as provided in the Form of Assignment delivered to
the Company pursuant to Section 4(a) in connection with the
assignment of this Warrant to such Holder, or if to the Company, to
it at:
Sincerity
Applied Materials Holding Corp.
P.O.
Box 374
100
Toorak Road
South
Yarra, VIC 3141
Attn:
Mr. Zhang Yiwen, Chief Executive Officer
E-mail
Address:james@sincerityplastics.com
(or to such other address, facsimile number, or e-mail address as
the Holder or the Company as a party may designate by notice to the
other party in accordance with this Section 10) with a copy
to
CKR
Law, LLP
1330
Avenue of the Americas, 14th Floor
New
York, NY 10019
Attention: Scott
Rapfogel, Esq.
Facsimile: 212.259.8200
E-mail
Address: srapfogel@ckrlaw.com
11.
SEVERABILITY
If
a court of competent jurisdiction holds any provision of this
Warrant invalid or unenforceable, the other provisions of this
Warrant will remain in full force and effect. Any provision of this
Warrant held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or
unenforceable.
12.
BINDING
EFFECT
This
Warrant shall be binding upon and inure to the sole and exclusive
benefit of the Company, its successors and assigns, the registered
Holder or Holders from time to time of this Warrant and the Warrant
Shares.
13.
SURVIVAL
OF RIGHTS AND DUTIES
This
Warrant shall terminate and be of no further force and effect on
the earlier of 5:00 P.M., Eastern Time, on the Expiration Date or
the date on which this Warrant has been exercised in
full.
14.
GOVERNING
LAW
This
Warrant will be governed by and construed under the laws of the
State of New York without regard to conflicts of laws principles
that would require the application of any other law.
15.
DISPUTE
RESOLUTION
In the case of a dispute as to the determination
of the Exercise Price or the arithmetic calculation of the Warrant
Shares, the Company shall submit the disputed determinations or
arithmetic calculations via facsimile within five (5)
Business Days of receipt of the Notice
of Exercise giving rise to such dispute, as the case may be, to the
Holder. If the Holder and the Company are unable to agree upon such
determination or calculation of the Exercise Price or the Warrant
Shares within three Business Days of such disputed determination or
arithmetic calculation being submitted to the Holder, then the
Company shall, at its sole discretion, within five (5) Business
Days, submit via facsimile (a) the disputed determination of the
Exercise Price to an independent, reputable investment bank
selected by the Company and approved by the Holder, or (b) the
disputed arithmetic calculation of the Warrant Shares to the
Company’s independent, outside accountant. The Company shall
cause at its expense the investment bank or the accountant, as the
case may be, to perform the determinations or calculations and
notify the Company and the Holder of the results no later than ten
(10) Business Days from the time it receives the disputed
determinations or calculations; provided that, if such disputed
determination or arithmetic calculation being submitted by the
Holder is determined to be incorrect, then the expense of the
investment bank or the accountant shall be the responsibility of
the Holder. Such investment bank’s or accountant’s
determination or calculation, as the case may be, shall be
final, binding and conclusive upon the parties thereto.
16.
NOTICES
OF RECORD DATE
Upon
(a) any establishment by the Company of a record date of the
holders of any class of securities for the purpose of determining
the holders thereof who are entitled to receive any dividend or
other distribution, or right or option to acquire securities of the
Company, or any other right, or (b) any capital reorganization,
reclassification, recapitalization, merger or consolidation of the
Company with or into any other corporation or other entity, any
transfer of all or substantially all the assets of the Company, or
any voluntary or involuntary dissolution, liquidation or winding up
of the Company, or the sale, in a single transaction, of a majority
of the Company’s voting stock (whether newly issued, or from
treasury, or previously issued and then outstanding, or any
combination thereof), the Company shall mail to the Holder at least
ten (10) Business Days, or such longer period as may be required by
law, prior to the record date specified therein, a notice
specifying (i) the date established as the record date for the
purpose of such dividend, distribution, option or right and a
description of such dividend, option or right, (ii) the date on
which any such reorganization, reclassification, transfer,
consolidation, merger, dissolution, liquidation or winding up, or
sale is expected to become effective and (iii) the date, if any,
fixed as to when the holders of record of Common Stock shall be
entitled to exchange their shares of Common Stock for securities or
other property deliverable upon such reorganization,
reclassification, transfer, consolation, merger, dissolution,
liquidation or winding up.
17.
RESERVATION
OF SHARES
The
Company shall reserve and keep available out of its authorized but
unissued shares of Common Stock for issuance upon the exercise of
this Warrant, free from pre-emptive rights, such number of shares
of Common Stock for which this Warrant shall from time to time be
exercisable. 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 or
regulation. Without limiting the generality of the foregoing, the
Company covenants that it will use commercially reasonable efforts
to take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and
non-assessable Warrant Shares upon the exercise of this Warrant and
use commercially reasonable efforts to obtain all such
authorizations, exemptions or consents, including but not limited
to consents from the Company’s stockholders or Board of
Directors or any public regulatory body, as may be necessary to
enable the Company to perform its obligations under this
Warrant.
18.
HEADINGS
The
headings used in this Warrant are for the convenience of reference
only and shall not, for any purpose, be deemed a part of this
Warrant.
19.
AMENDMENT
AND WAIVERS
Any
term of this Warrant may be amended and the observance of any term
of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively) with
the written consent of the Company and the Majority
Holders.
20.
NO
THIRD PARTY RIGHTS
This
Warrant is not intended, and will not be construed, to create any
rights in any parties other than the Company and the Holder, and no
person or entity may assert any rights as third-party beneficiary
hereunder.
[Signature Page Follows]
IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed as of the date first set forth above.
SINCERITY
APPLIED MATERIALS HOLDINGS CORP.
By:
Name:
Title:
{00180934.3 / 4133.003}
EXHIBIT A
NOTICE OF EXERCISE
(To be executed by Holder of Warrant if Holder desires to exercise
Warrant)
To Sincerity Applied Material Holdings Corp.
The undersigned hereby irrevocably elects to exercise this Warrant
with respect to ___________________ shares of Common Stock (as
defined in the Warrant) as follows:
Check applicable box
☐
CASH: Number of
shares of Common Stock exercised X $____ per share = $_________ (to be paid as provided in Section
1(b)(i) of the Warrant) plus any applicable taxes payable by the
undersigned pursuant to the Warrant; or
☐
CASHLESS (if
eligible in accordance with Section 1(b)(ii) of the
Warrant).
The undersigned requests that certificates for such shares be
issued in the name of:
_________________________________________
_________________________________________
_________________________________________
(Please print name, address and social security or federal employer
identification number (if applicable))*
If
the shares issuable upon this exercise of the Warrant are not all
of the Warrant Shares which the Holder is entitled to acquire upon
the exercise of the Warrant, the undersigned requests that a new
Warrant evidencing the rights not so exercised be issued in the
name of and delivered to:
_________________________________________
_________________________________________
_________________________________________
(Please print name, address and social security or federal employer
identification number (if applicable))*
Name of Holder
(print):
(Signature):
(By:)
(Title:)
Dated:
*
If
Warrant Shares are to be issued in any name other than that of the
registered Holder of the Warrant, then the Holder must include an
opinion of counsel, reasonably satisfactory to the Company, to the
effect that such issuance complies with all applicable securities
laws.
{00180934.3 / 4133.003}
EXHIBIT B
FORM OF ASSIGNMENT
FOR
VALUE RECEIVED, ___________________________________ hereby sells,
assigns and transfers to each assignee set forth below all of the
rights of the undersigned under the Warrant (as defined in and
evidenced by the attached Warrant) to acquire the number of Warrant
Shares set opposite the name of such assignee below and in and to
the foregoing Warrant with respect to said acquisition rights and
the shares issuable upon exercise of the Warrant:
Name of Assignee (and social security or federal employer
identification number (if applicable))
|
Address
|
Number of Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
If
the total of the Warrant Shares are not all of the Warrant Shares
evidenced by the foregoing Warrant, the undersigned requests that a
new Warrant evidencing the right to acquire the Warrant Shares not
so assigned be issued in the name of and delivered to the
undersigned.
Name of Holder
(print):
(Signature):
(By:)
(Title:)
Dated:
{00180934.3 / 4133.003}