WARRANT AGREEMENT
AGREEMENT, dated as of this 13TH day of March, 2000, by and between SANGUINE
CORPORATION, a Nevada corporation ("Company"), and Westbury Consultancy
Services Limited (the "Warrant Holder").
WITNESSETH:
WHEREAS, the Warrant Holder has agreed to provide valuable services to the
Company, including but not limited to endorsing, sponsoring and finding joint
venture partners or affiliates to assist the Company in its research and
development efforts in exchange for the issuance of the warrants provided in
this Agreement, (the "Warrants").
WHEREAS, the Company and the Warrant Holder desire to set forth the terms and
conditions relating to the issuance, registration, transfer, exchange and
redemption of the Warrants, the issuance of certificates representing the
Warrants, the exercise of the Warrants, and the rights of the holders thereof;
NOW, THEREFORE, in consideration of the premises and the mutual agreements set
forth herein and for the purpose of defining the terms and provisions of the
Warrants and the certificates representing the Warrants and the respective
rights and obligations thereunder of the Company and the Warrant Holder, the
Company and the Warrant Holder hereto agree as follows:
Definitions. As used herein, the following terms shall have the following
meanings, unless the context shall otherwise require:
"Common Stock" shall mean the common stock of the Company of which at the
date hereof consists of 100,000,000 authorized shares, $ 0.001 par value, and
shall also include any capital stock of any class of the Company thereafter
authorized which shall not be limited to a fixed sum or percentage in respect
to the rights of the holders thereof to participate in dividends and in the
distribution of assets upon the voluntary liquidation, dissolution or winding
up of the Company; provided, however, that the shares issuable upon exercise
of the Warrants shall include (i) only shares of such class designated in the
Company's Certificate of Incorporation as Common Stock on the date of the
original issue of the Warrants, or (ii) in the case of any reclassification,
change, consolidation, merger, sale or conveyance of the character referred to
in Section 7(c) hereof, the stock, securities or property provided for in such
section; or (iii) in the case of any reclassification or change in the
outstanding shares of Common Stock issuable upon exercise of the Warrants as a
result of a subdivision or combination or a change in par value, or from par
value to no par value, or from no par value to par value, such shares of
Common Stock as so reclassified or changed.
"Corporate Office" shall mean the office of the Company at which at any
particular time its principal business shall be administered, which office is
located at the date hereof at _______.
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"Exercise Date" shall mean, as to any Warrant, the date on which the Company
shall have received both (a) the Warrant Certificate representing such
Warrant, with the exercise form thereon duly executed by the Registered Holder
(as defined below) thereof or his attorney duly authorized in writing, and (b)
payment in cash, or by official bank or certified check made payable to the
Company, of an amount in lawful money of the United States of America equal to
the applicable Purchase Price (as defined below).
"Initial Warrant Exercise Date" shall mean 90 days after the date hereof or 15
days after the Company consummates its next private placement or secondary
offering whichever date is sooner.
"Purchase Price" shall mean the purchase price per share to be paid upon
exercise of each Warrant in accordance with the terms hereof, which price
shall be $0.25 per share of Common Stock, or 120% of the issued price in
connection with the Company's next public or private financing subject to
adjustment from time to time pursuant to the terms and provisions of Section 7
hereof.
"Registered Holder" shall mean as to any Warrant and as of any particular
date, the person in whose name the certificate representing the Warrant shall
be registered on that date on the books maintained by the Company pursuant to
Section 6.
"Transfer Agent" shall mean the Company or, if applicable, a third party stock
transfer agent and registrar retained by the Company.
"Warrant Expiration Date" shall mean 5:00 P. M. (New York time) on March 20,
2005, provided that if such date shall in the State of New York be a holiday
or a day on which banks are authorized or required to close, then 5:00 P.M.
(New York time) on the next following day which in the State of New York is
not a holiday or a day on which banks are authorized or required to close.
Upon thirty (33 0) days' written notice to all Registered Holders, the Company
shall have the right to extend the Warrant Expiration Date.
1. Warrants and Issuance of Warrant Certificates.
(a) A Warrant initially shall entitle the Registered Holder of the Warrant
representing such Warrant to purchase one hundred (100) shares of Common Stock
upon the exercise thereof (sometimes referred to as the "Warrant Shares"), in
accordance with the terms hereof, subject to modification and adjustment as
provided in Section 7.
(b) Upon execution of this Agreement, warrant certificates ("Warrant
Certificates") in the form of Exhibit A annexed hereto representing the
120,000 Warrants shall be executed by the Company and delivered to the Holder.
(c) From time to time, up to the Warrant Expiration Date, the Transfer Agent
shall countersign and deliver stock certificates in required whole number
denominations representing the shares of Common Stock issuable, subject to
adjustment as described herein, upon the exercise of Warrants in accordance
with this Agreement.
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(d) From time to time, up to the Warrant Expiration Date, the Company shall
countersign and deliver Warrant Certificates in required whole number
denominations to the persons entitled thereto in connection with any transfer
or exchange permitted under this Agreement; provided that no Warrant
Certificates shall be issued except (i) those initially issued hereunder, (ii)
those issued on or after the Initial Warrant Exercise Date, upon the exercise
of fewer than all Warrants represented by any Warrant Certificate, to evidence
any unexercised Warrants held by the exercising Registered Holder, (iii) those
issued upon any transfer or exchange pursuant to Section 5; (iv) those issued
in replacement of lost, stolen, destroyed or mutilated Warrant Certificates
pursuant to Section 6; and (v) those issued at [lie option of the Company, in
such form as may be approved by the its Board of Directors, to reflect any
adjustment or change in the Purchase Price, the number of shares of Common
Stock purchasable upon exercise of the Warrants or the Redemption Price
therefor made pursuant to Section 7 hereof.
(e) Notwithstanding anything to the contrary set forth herein, the Company,
the Warrant Holder and each Registered Holder hereby agree that in connection
with the registration of the shares of Common Stock underlying the Warrants
pursuant to Section 9 hereof, the Warrant Holder, each Registered Holder and
the Company may be required to enter into a new warrant agreement to allow for
a warrant agent. The Warrant Holder and each Registered Holder hereby agree to
enter into such new warrant agreement provided that the terms thereof are
substantially similar to the terms hereof.
2. Form and Execution of Warrant Certificates.
(a) The Warrant Certificates shall be substantially in the form attached
hereto as Exhibit A (the provisions of which are hereby incorporated herein)
and may have such letters, numbers or other marks of identification or
designation and such legends, summaries or endorsements printed, lithographed
or engraved thereon as the Company may deem appropriate and as are not
inconsistent with the provisions of this Agreement, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or
with any rule or regulation of any stock exchange on which the Warrants may be
listed. The Warrant Certificates shall be dated the date of issuance thereof
(whether upon initial issuance, transfer, exchange or in lieu of mutilated,
lost, stolen or destroyed Warrant Certificates) and issued in registered form.
Warrant Certificates shall be numbered serially and designated with the
letters NPW.
(b) Warrant Certificates shall be executed on behalf of the Company by its
President, or any Vice President and by its Secretary or an Assistant
Secretary, by manual signatures or by facsimile signatures printed thereon,
and shall have imprinted thereon a facsimile of the Company's seal. In case
any officer of the Company who shall have signed any of the Warrant
Certificates shall cease to be an officer of the Company or to hold the
particular office referenced in the Warrant Certificate before the date of
issuance of the Warrant Certificates, such Warrant Certificates may
nevertheless be issued and delivered with the same force and effect as though
the person who signed such Warrant Certificates had not ceased to be an
officer of the Company or to hold such office.
3. Exercise. Each Warrant may be exercised by the Registered Holder thereof at
any time on or after the Initial Warrant Exercise Date, but not after the
Warrant Expiration Date, upon the terms and subject to the conditions set
forth herein and in the applicable Warrant Certificate. A Warrant shall be
deemed to have been exercised immediately prior to the close of business on
the Exercise Date and the person entitled to receive the securities
deliverable upon such exercise shall be treated for all purposes as the holder
of those securities upon the exercise of the Warrant as of the close of
business on the Exercise Date. Promptly following, and in any event within
five (5) business days after the date of such exercise, the Company shall
cause to be issued and delivered by the Transfer Agent, to the person or
persons entitled to receive the same, a certificate or certificates for the
securities deliverable upon such exercise (plus a certificate for any
remaining unexercised Warrants of the Registered Holder).
4. Reservation of Shares. Listing Payment of Taxes. etc.
(a) The Company covenants that it will at all times reserve and keep available
out of its authorized Common Stock, solely for the purpose of issue upon
exercise of Warrants, such number of shares of Common Stock as shall then be
issuable upon the exercise of all outstanding Warrants. The Company covenants
that all shares of Common Stock which shall be issuable upon exercise of the
Warrants shall, at the time of delivery, be duly and validly issued, fully
paid, non-assessable and free from all taxes, liens and charges with
respect to the issue thereof (other than those which the Company shall
promptly pay or discharge) and that upon issuance such shares shall be listed
on each national securities exchange or eligible for inclusion in each
automated quotation system, if any, on which the other shares of outstanding
Common Stock of the Company are then listed or eligible for inclusion.
(b) The Company shall pay all documentary, stamp or similar taxes and other
governmental charges that may be imposed with respect to the issuance of
Warrants, or the issuance, or delivery of any shares upon exercise of the
Warrants; provided, however, that if the shares of Common Stock are to be
delivered in a name other than the name of the Registered Holder of the
Warrant Certificate representing any Warrant being exercised, then no such
delivery shall be made unless the person requesting the same has paid to the
Company the amount of transfer taxes or charges incident thereto, if any.
(c) In the event that a registration of the Warrant Shares is consummated
pursuant to Section 8 hereof, then the Company shall obtain the listing of the
Warrant Shares on a national securities exchange or the Nasdaq Stock Market
where the Company's Common Stock may then be listed for trading.
5. Exchange and Registration of Transfer.
(a) Warrant Certificates may be exchanged for other Warrant Certificates
representing an equal aggregate number of Warrants of the same class or may be
transferred in whole or in part. Warrant Certificates to be exchanged shall be
surrendered to the Company at its Corporate Office, and upon satisfaction of
the terms and provisions hereof, the Company shall execute, issue and deliver
in exchange there for the Warrant Certificate or Certificates which the
Registered Holder making the exchange shall be entitled to receive. The Holder
shall pay all transfer taxes, if any, for any transfer of Warrant
Certificates.
(b) The Company shall keep at its office books in which, subject to such
reasonable regulations as it may prescribe, it shall register Warrant
Certificates and the transfer thereof in accordance with its regular practice.
Upon due presentment for registration of transfer of any Warrant Certificate
at such office, the Company shall execute, issue and deliver to the transferee
or transferees a new Warrant Certificate or Certificates representing an equal
aggregate number of Warrants.
(c) With respect to all Warrant Certificates presented for registration or
transfer, or for exchange or exercise, tile assignment or subscription form on
the reverse thereof shall be duly endorsed, or be accompanied by a written
instrument or instruments of transfer and subscription, in form satisfactory
to the Company, duly executed by the Registered Holder or his attorney-in-fact
duly authorized in writing.
(d) All Warrant Certificates surrendered for exercise or for exchange in case
of mutilated Warrant Certificates shall be promptly canceled by the Company
and thereafter retained by the Company until termination or this Agreement.
(e) Prior to due presentment for registration of transfer thereof, the Company
may deem and treat the Registered Holder of any Warrant Certificate as the
absolute owner thereof and of each Warrant represented thereby
(notwithstanding any notations of ownership or writing thereon made by anyone
other than a duly authorized officer of the Company) for all purposes and
shall not be affected by any notice to the contrary.
6. Loss or Mutilation. Upon receipt by the Company of evidence satisfactory to
it of the ownership of and loss, the It, destruction or mutilation of any
Warrant Certificate and (in case of loss, theft or destruction) of indemnity
satisfactory to it, and (m the case of mutilation) upon surrender and
cancellation thereof, the Company shall execute (in the absence of notice to
the Company that the Warrant Certificate has been acquired by a bona fide
purchaser) and deliver to the Registered Holder in lieu thereof a new Warrant
Certificate of like tenor representing an equal aggregate number of Warrants.
Applicants for a substitute Warrant Certificate shall comply with such other
reasonable regulations and pay such other reasonable charges as the Company
may prescribe.
7. Adjustment of Exercise Price and Number of Shares of Common Stock or
Warrants.
(a) Subject to the exceptions referred to in Section 7(g) below, in the event
the Company shall, at any time or from time to time after the date hereof,
sell any shares of Common Stock for a consideration per share less than the
market price of the Common Stock on the date of the sale (with the exception
of the Company's next proposed private placement or secondary offering) or
issue any shares of Common Stock as a stock dividend to the holders of Common
Stock, or subdivide or combine the outstanding shares of Common Stock into a
greater or lesser number of shares (any such sale, issuance, subdivision or
combination being herein called a "Change of Shares"), then, and thereafter
upon each further Change of Shares, the Purchase Price in effect immediately
prior to such Change of Shares shall be changed to a price (including any
applicable fraction of a cent) determined by multiplying the Purchase Price in
effect immediately prior thereto by a fraction, the numerator of which shall
be the sum of the number of shares of Common Stock outstanding immediately
prior to the issuance of such additional shares and the number of shares of
Common Stock which the aggregate consideration received (determined as
provided in subsection 7(f) below) for the issuance of such additional shares
would purchase at such current market price per share of Common Stock,
<PAGE>
and the denominator of which shall be the sum of the number of shares of
Common Stock outstanding immediately after the issuance of such additional
shares. Such adjustment shall be made successively whenever such an issuance
is made.
Upon each adjustment of the Purchase Price pursuant to this Section 7, the
total number of shares of Common Stock purchasable upon the exercise of each
Warrant shall (subject to the provisions contained in Section 7(b) hereof) be
such number of shares (calculated to the nearest tenth) purchasable at the
Purchase Price in effect immediately prior to such adjustment multiplied by a
fraction, the numerator of which shall be the Purchase Price in effect
immediately prior to such adjustment and the denominator of which shall be the
Purchase Price in effect immediately after such adjustment.
(b) The Company may elect, upon any adjustment of the Purchase Price
hereunder, to adjust the number of Warrants outstanding, in lieu of the
adjustment in the number of shares of Common Stock purchasable upon the
exercise of each Warrant as herein above provided, so that each Warrant
outstanding after such adjustment shall represent the right to purchase one
share of Common Stock. Each Warrant held of record prior to Such adjustment of
the number of Warrants shall become that number of Warrants (calculated to
the nearest tenth) determined by multiplying the number one by a fraction, the
numerator of which shall be the Purchase Price in effect immediately prior to
such, adjustment and the denominator of which shall be the Purchase Price,
effect immediately after such adjustment. Upon each adjustment of the number
of Warrants pursuant to this Section 7, the Company shall, as promptly as
practicable, cause to be distributed to each Registered Holder of Warrant
Certificates on the date of such adjustment Warrant Certificates evidencing,
subject to Section 8 hereof, the number or additional Warrants to which such
Registered Holder shall be entitled as a result Of Such adjustment or, at the
option of the Company, cause to be distributed to such Registered Holder in
substitution and replacement for the Warrant Certificates held by him prior to
the date of adjustment (and upon surrender thereof, if required by the
Company) new Warrant Certificates evidencing the number of Warrants to which
such Registered Holder shall be entitled after such adjustment.
(c) In case of any reclassification, capital reorganization or other change of
outstanding shares of Common Stock, or in case of any consolidation or merger
of the Company with or into another corporation (other than a consolidation or
merger in which the Company is the continuing corporation and which does not
result in any reclassification, capital reorganization or other change of
outstanding shares of Common Stock), or in case of any sale or conveyance to
another corporation of the property of the Company as, or substantially as, an
entirety (other than a sale leaseback, mortgage or other financing
transaction), the Company shall cause effective provision to be made so that
each Registered Holder shall have the right thereafter, by exercising such
Registered Holder's Warrants, to purchase the kind and number of shares of
stock or other securities or property (including cash) receivable upon such
reclassification, capital reorganization or other change, consolidation,
merger, sale or conveyance by a holder of the number of shares of Common Stock
that might have been purchased upon exercise of such Warrants immediately
prior to such reclassification, capital reorganization or other change,
consolidation, merger, sale or conveyance. Any such provision shall include
provision for adjustments that shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section 8. The Company
shall not effect any such consolidation, merger or sale unless prior to or
simultaneously with the consummation thereof
<PAGE>
the successor (if other than the Company) resulting from such consolidation or
merger or the corporation purchasing assets or other appropriate corporation
or entity shall assume, by written instrument executed and delivered to the
Company, the obligation to deliver to each Registered Holder such shares of
stock, securities or assets as, in accordance with the foregoing provisions,
such Registered Holders may be entitled to purchase and the other obligations
under this Agreement. The foregoing provisions shall similarly apply to
successive reclassifications, capital reorganizations and other changes of
outstanding shares of Common Stock and to successive consolidations, mergers,
sales or conveyances.
(d) Irrespective of any adjustments or changes in the Purchase Price or the
number of shares of Common Stock purchasable upon exercise of the Warrants,
the Warrant Certificates theretofore and thereafter issued shall, unless the
Company shall exercise its option to issue new Warrant Certificates pursuant
to Section 2(d) hereof, continue to express the Purchase Price per share, the
number of shares purchasable thereunder and the Redemption Price therefor as
the Purchase Price per share, the number of shares purchasable and the
Redemption Price therefor were expressed in the Warrant Certificates when the
same were originally issued.
(e) After each adjustment of the Purchase Price pursuant to this Section 7,
the Company will promptly prepare a certificate signed by the President or a
Vice President, and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary, of the Company setting forth: (i) the
Purchase Price as so adjusted, (ii) the number of shares of Common Stock
purchasable upon exercise of each Warrant after such adjustment, and, if the
Company shall have elected to adjust the number of Warrants, the number of
Warrants to which the Registered Holder of a Warrant shall then be entitled,
and the adjustment in Redemption Price resulting therefrom, and (iii) a brief
statement of the facts accounting for such adjustment. The Company will
promptly cause a brief summary thereof to be sent by ordinary first class mail
to each Registered Holder at his last address as it shall appear on the
registry books of the Company. No failure to mail such notice nor any defect
therein or in the mailing thereof shall affect the validity thereof
except as to the holder to whom the Company failed to mail such notice, or
except as to the holder whose notice was defective. The affidavit of the
Secretary or an Assistant Secretary of the Company that such notice has been
mailed shall, in the absence of fraud, be prima facie evidence of the facts
stated therein.
(f) For purposes of Section 7(a) and 7(b) hereof, the following provisions (i)
to (vii) shall also be applicable:
(i) The number of shares of Common Stock outstanding at any given
time shall include shares of Common Stock owned or held by or for the account
of the Company and the sale or issuance of such treasury shares or the
distribution of any such treasury shares shall not be considered a Change of
Shares for purposes of said sections.
(ii) No adjustment of the Purchase Price shall be made unless such
adjustment Would require an increase or decrease of at least $.10 in such
price; provided that any adjustments which by reason of this subsection (ii)
are not required to be made shall be carried forward and shall be made at the
time of and together with the next subsequent adjustment which, together with
any adjustment(s) so carried forward, shall require an increase or decrease of
at least,$, 10 in the Purchase Price then in effect hereunder.
(iii) In case of (1) the sale by the Company for cash of any rights or
warrants to Subscribe for or purchase, or any options for the purchase of,
Common Stock or any securities convertible into or exchangeable for Common
Stock without the payment of any further consideration other than cash, if any
(such convertible or exchangeable securities being herein called "Convertible
Securities"), or (2) the issuance by the Company, without the receipt by the
Company of any consideration therefor, of any rights or warrants to subscribe
for or purchase, or any options for the purchase of, Common Stock or
Convertible Securities, in each case, if (and only if) the consideration
payable to the Company upon the exercise of such rights, warrants, or options
shall consist of cash, whether or not such rights, warrants or options, or the
right to convert or exchange such Convertible Securities, are immediately
exercisable, and the price per share for which Common Stock is issuable upon
the exercise of"such rights, warrants or options or upon the conversion or
exchange of such Convertible Securities (determined by dividing (x) the
minimum aggregate consideration payable to the Company upon the exercise of
such rights, warrants or options, plus the consideration received by the
Company for the issuance or sale of such rights, warrants or options, plus, in
the case of such Convertible Securities, the minimum aggregate amount of
additional consideration, if any, other than such Convertible Securities,
payable upon the conversion or exchange thereof, by (y) the total maximum
number of shares of Common Stock issuable upon the exercise of such rights,
warrants or options or upon the conversion or exchange of such Convertible
Securities issuable upon the exercise of such rights, warrants or options) is
less than the fair 'Market value of the Common Stock on the date of the
issuance or sale of such rights, warrants or options, then the total maximum
number of shares of Common Stock issuable upon the exercise of such rights,
warrants or options or upon the conversion or exchange of such Convertible
Securities (as of the date of the issuance or sale Of Such rights, warrants or
options) shall be deemed to be outstanding shares of Common Stock for purposes
of Sections 8(a) and 8(b) hereof and shall be deemed to have been sold for
cash in an amount equal to such price per share.
(iv) In case of the sale by the Company for cash of any Convertible
Securities, whether or not the right of conversion or exchange thereunder is
immediately exercisable, and the price per share for which Common Stock is
issuable upon the conversion or exchange of such Convertible Securities
(determined by dividing (x) the total amount of consideration received by the
Company for the sale or such Convertible Securities, plus the minimum
aggregate amount of additional consideration, if any, other than such
Convertible Securities, payable upon the conversion or exchange thereof, by
(y) the total maximum number of shares of Common Stock issuable upon the
conversion or exchange of such Convertible Securities) is less than the fair
market value of the Common Stock on the date of the sale of such Convertible
Securities, then the total maximum number of shares of
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Common Stock issuable upon the conversion or exchange, of such Convertible
Securities (as of the date of the sale of such Convertible Securities) shall
be deemed to be outstanding shares of Common Stock for purposes of Sections
7(a) and 7(b) hereof and shall be deemed to have been sold for cash in an
amount equal to such price per share.
(v) In case the Company shall modify the rights of conversion, exchange or
exercise of any of the securities referred to in subsection (iii) or (iv)
above or any other securities of the Company convertible, exchangeable, or
exercisable for shares of Common Stock, for any reason other than an event
that would require adjustment to prevent dilution, so that the consideration
per share received by the Company after such modification is less than the
market price on the date prior to such modification, the Purchase Price to be
in effect after such modification shall be determined by multiplying the
Purchase Price in effect immediately prior to such event by a fraction, of
which the numerator shall be the number of shares of Common Stock outstanding
immediately on such date plus the number of shares of Common Stock which the
aggregate consideration receivable by the Company for the securities affected
by the modification would purchase at the market price and of which the
denominator shall be the number of shares of Common Stock outstanding on such
date Plus the number of shares of Common Stock to be issued upon conversion,
exchange, or exercise of the modified securities at the modified rate.
Such adjustment shall become effective as of the date upon which such
modification shall take effect.
(vi) On the expiration of any such right, warrant or option or the termination
of any such right to convert or exchange any such Convertible Securities, the
Purchase Price- then in effect hereunder shall forthwith be readjusted to such
Purchase Price as would have obtained (a) had the adjustments made upon the
issuance Or Sale Of Such rights, warrants, options or Convertible Securities
been made upon the basis of the issuance of only the number of shares of
Common Stock theretofore actually delivered (and the total consideration
received therefor) upon the exercise of such rights, warrants, or options or
upon the conversion or exchange of such Convertible Securities and (b) had
adjustments been made on the basis of the Purchase Price as adjusted under
clause (a) for all transactions (which would have affected such adjusted
Purchase Price) made after the issuance or sale of such rights, warrants,
options or Convertible Securities.
(vii) In case of the sale for cash of any shares of Common Stock, any
Convertible Securities, any rights or warrants to subscribe for or purchase,
or any options for the purchase of, Common Stock or Convertible Securities,
the consideration received by the Company therefor shall be deemed to be the
gross sales price therefor without deducting therefrom any expense paid or
incurred by the Company or any underwriting discounts or commissions or
concessions paid or allowed by the Company in connection therewith.
(g) No adjustment to the Purchase Price of the Warrants or to the number of
shares of Common Stock purchasable upon the exercise of each Warrant will be
made, however,
<PAGE>
(i) upon the sale or exercise of the warrants or any warrant outstanding on
the date hereof; or
(ii) upon the issuance or sale of Common Stock or Convertible Securities upon
the exercise of any rights or warrants to subscribe for or purchase, or any
options for the purchase of, Common Stock or Convertible Securities, whether
or not such rights, warrants or options were outstanding on the date of the
original sale of tile Warrants or were thereafter issued or sold; or
(iii) upon the issuance or sale of Common Stock upon conversion or exchange of
any Convertible Securities, whether or not any adjustment in the Purchase
Price was made or required to be made upon the issuance or sale of such
Convertible Securities and whether or not such Convertible Securities were
outstanding on the date of the original sale of the Warrants or were
thereafter issued or sold; or
(iv) upon the issuance or sale of Common Stock or Convertible Securities in a
transaction exempt from registration under the Securities Act of 1933 unless
the issuance or sale price is less than 85% of the fair market value of the
Common Stock on the date Of issuance, in which case the adjustment shall only
be for the difference between 85% of the fair market value and the issue or
sale price; or
(v) upon the issuance or sale of Common Stock or Convertible Securities to
shareholders of any corporation which merges and/or consolidates into or is
acquired by the Company or from which the Company acquires assets and some or
all of the consideration consists of equity securities of the Company, in
proportion to their stock holdings of such corporation immediately prior to
the acquisition but only if no adjustment is required pursuant to any other
provision of this Section 9; or
(vi) upon the issuance or exercise of options or upon the issuance or grant of
stock awards granted to the Company's directors, employees or consultants
under a plan or plans (including for this purpose any arrangement or agreement
which would constitute a "plan" under the instructions to a registration
statement on Form S-8) adopted by the Company's Board of Directors and
approved by its shareholders. For the purposes of determining whether the
consideration received by the Company is less than the Market Price in
connection with any issuance of stock to the Company's directors, employees or
consultants under plans adopted by the Company's Board of Directors and
approved by its shareholders, the consideration received shall be deemed to be
the amount of compensation to the director, employee or consultant reported by
the Company in connection with such issuances; or
(vii) upon the issuance of Common Stock to the Company's directors, employees
or consultants under a plan or plans which are qualified under the Internal
Revenue Code as incentive stock option plans;
<PAGE>
(viii) upon the issuance of Common Stock in a bona fide public offering
pursuant to a firm commitment underwriting; or
(ix) upon the issuance of Common Stock in connection with the Company's
next private placement or secondary offering following the date of this
Agreement.
(h) Any determination as to whether an adjustment in the Purchase Price in
effect hereunder is required pursuant to Section 7, or as to the amount of any
such adjustment, if required, shall be binding upon the holders of the
Warrants and the Company if made in good faith by the Board of Directors of
the Company.
(i) If and whenever the Company shall grant to the holders of Common Stock, as
such, rights or warrants to subscribe for or to purchase, or any options for
the purchase of, Common Stock or securities convertible into or exchangeable
for or carrying a right, warrant or option to purchase Common Stock, the
Company shall concurrently therewith grant to each Registered Holder as of the
record date for such transaction, but only for the Warrants then outstanding,
the rights, warrants or options to which each Registered Holder would have
been entitled if, on the record date used to determine the stockholders enti
tied to tile rights, wan-ants or options being granted by the Company, the
Registered Holder were the holder of record of the number of whole shares of
Common Stock then issuable upon exercise (assuming, for purposes of this
Section 7(i), that exercise of Warrants is permissible during periods prior to
the Initial Warrant Exercise Date) of his Warrants. Such grant by the Company
to the holders of the Warrants shall be in lieu of any adjustment which
otherwise might be called for pursuant to this Section 7.
Registration Rights.
(a) The Warrants and tile Warrant Shares have not been registered under the
Securities Act. Upon exercise, in part or in whole, of this Warrant,
certificates representing the Warrant Shares shall bear the following legend:
These securities have not been registered under the Securities Act
of 1933. Such securities may not be sold or offered for sale,
transferred, hypothecated or otherwise assigned in the absence of an
effective registration statement with respect thereto under such Act
or an opinion of counsel reasonably satisfactory to the Company that
an exemption from registration for such sale, offer, transfer,
hypothecation or other assignment is available under such Act.
(b) The Company shall register the Warrant Shares under the Securities Act and
shall file a registration statement with tile SEC no later than July 6, 2000.
The Registered Holder shall reimburse the Company for the costs directly
associated with such registration, including legal and accounting fees, not to
exceed $15,000.
9. Indemnification and Contribution.
<PAGE>
(a) The Company agrees to indemnify and hold harmless each Holder (for
purposes of this Section 9, "Holder" shall include the Officers, directors,
partners, employees and agents, and each person, if any, who controls any
Holder ("controlling person") within the meaning of Section 15 of the
Securities Act or Section 20(a) of the Securities Exchange Act of 1934 (the
"Exchange Act), from and against any and all losses, claims, damages,
expenses or liabilities, joint or several (and actions, proceedings, suits and
litigation in respect thereof), whatsoever, as the same are incurred, to which
such Holder or any Such controlling person may become subject, under the
Securities Act, the Exchange Act or any other statute or at common law or
otherwise insofar as such losses, claims, damages, expenses or liabilities
arise Out Of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in a registration statement tiled
pursuant to Section 8 (a "Registration Statement"), or any preliminary
prospectus ("preliminary Prospectus") or prospectus ("Prospectus") included
therein (as from time to time amended and supplemented) or arise out of or are
based upon the omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the statements therein
(with respect to any preliminary Prospectus or Prospectus, in the light of the
circumstances under which they were made), not misleading; provided, however,
that the Company shall not be liable in any such case to the extent that any
such loss, claim, damage, expense or liability arises out of or is based upon
any untrue statement or alleged untrue statement or omission or alleged
omission made in the Registration Statement, or any preliminary Prospectus or
Prospectus or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by or on behalf
of any such Holder specifically for inclusion therein and provided, further,
that the Company shall not be liable to any such Holder under the indemnity
agreement in this subsection (a) (i) with respect to any preliminary
Prospectus or Prospectus (if such Prospectus has then been amended or
supplemented) to the extent that any such loss, liability, claim, damage or
expense of such Holder arises out of a sale of Warrants or Warrant Shares by
such Holder to a person to whom there was not sent or given, at or prior
to the written confirmation of such sale,'a copy of the Prospectus (or of the
Prospectus as then amended or supplemented) if the Company has previously
furnished copies thereof to such Holder a reasonable time in advance and Lhe
loss, liability, claim, damage or expense of such Holder results from an
untrue statement or alleged untrue statement or omission or alleged omission
of a material fact contained in the preliminary Prospectus (or the Prospectus)
which was corrected in the Prospectus (or the Prospectus as amended or
supplemented), or (ii) to the extent that any such loss, claim, damage,
expense or liability arises out of or is based upon any action or failure to
act by such Holder that is found in a final judicial determination (or a
settlement tantamount thereto) to constitute bad faith, willful misconduct or
gross negligence on the part of such Holder. The indemnity agreement in this
Subsection (a) shall be in addition to any liability which the Company may
have at common law or otherwise.
(b) Each Holder agrees to indemnify and hold harmless the Company, each of its
directors, each of its officers and each other person, if any, who controls
the Company within the meaning of the Securities Act, to the same extent as
the foregoing indemnity from the Company to the Holders, but only with respect
to statements or omissions, if any, made in conformity with information
relating to such Holder furnished in writing by such Holder specifically for
use in the Registration Statement, or any preliminary Prospectus or the
Prospectus or any amendment thereof or supplement thereto; provided, however,
that the obligation to indemnify will be individual to each Holder and
<PAGE>
will be limited to the amount of gross proceeds received by such Holder from
the sale of Transfer Restricted Securities pursuant to the Registration
Statement.
(c) Promptly after receipt by an indemnified party under this Section 9 of
notice of the commencement of any action, suit or proceeding, such indemnified
party shall, if a claim in respect thereof is to be made against one or more
indemnifying parties under this Section 9, notify each party against whom
indemnification is to be sought in writing of the commencement thereof (but
the failure to notify an indemnifying party shall not relieve it from any
liability which it may have under Sections 9(a) or (b) unless and to the
extent that it has been prejudiced in a material respect by such failure or
from the forfeiture of substantial rights and defenses). In case any such
action, suit or proceeding is brought against any indemnified party, and it
notifies an indemnifying party or parties of the commencement thereof, the
indemnifying party or parties will be entitled to participate therein, and to
the extent it may elect by written notice delivered to the indemnified party
promptly after receiving the aforesaid notice from. such indemnified party, to
assume the defense thereof with counsel reasonably satisfactory to such
indemnified party, which may be the same counsel as counsel to the
indemnifying party. Notwithstanding the foregoing, the indemnified
party or parties shall have the right to employ its or their own counsel in
any such case but the fees and expenses of such counsel shall be at the
expense of such indemnified party or parties unless (i) the employment of such
counsel shall have been authorized in writing by the indemnifying parties in
connection with the defense Of such action at the expense of the indemnifying
party, (ii) the indemnifying parties shall not have employed counsel
reasonably satisfactory to such indemnified party to take charge of the
defense of such action within a reasonable time after notice of commencement
of the action, or (iii) such indemnified party or parties shall have
reasonably concluded, after consultation with counsel to such indemnified
party or parties, that a conflict of interest exists which makes
representation by counsel chosen by the indemnifying party not advisable (in
which case the indemnifying parties shall not have the right to direct the
defense of such action on behalf of the indemnified party or parties), in any
of which events such fees and expenses of one additional counsel shall be
borne by the indemnifying parties. In no event shall the indemnifying parties
be liable for fees and expenses of more than one counsel (in addition to any
local counsel) separate from their own counsel for all indemnified parties in
connection with any one action or separate but similar or related actions in
the same jurisdiction arising out of the same general allegations or
circumstances. Anything in this Section 9 to the contrary notwithstanding, an
indemnifying party shall not be liable for any settlement of any claim
or action effected without its written consent.
(d) In order to provide for just and equitable contribution in any case in
which (i) an indemnified party makes claim for indemnification pursuant to
this Section 9, but it is judicially determined (by the entry of a final
judgment or decree by a court of competent jurisdiction and the expiration of
time to appeal or the denial of the last right of appeal) that such
indemnification may not be enforced in such case notwithstanding the
fact that the express provisions of this Section 9 provide for
indemnification in such case, or (ii) contribution under the Securities Act
may be required, then each indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid as a result of such
losses, claims, damages, expenses or liabilities (or actions, suits,
proceedings or litigation in respect thereof) in such proportion as is
appropriate to reflect the relative fault of each of the contributing parties,
on the one hand, and the party to be indemnified, on the other hand, in
connection with the statements or omissions that resulted in such
<PAGE>
losses, claims, damages, expenses or liabilities, as well as any other
relevant equitable considerations. Relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company or by a Holder,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, expenses or liabilities (or actions, suits, proceedings or
litigation in respect thereof) referred to above in this subsection (d) shall
be deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating, preparing or defending any
such action, claim, suit, proceeding or litigation. Notwithstanding the
provisions of this subsection (d), no Holder shall be required to contribute
any amount in excess of the amount by which the total price at which the
Warrants and Warrant Shares sold by such indemnifying party and distributed to
the public were offered to the public exceeds the amount of any damages that
such indemnifying party has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section
10(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of Such fraudulent misrepresentation. For purposes of this
Section 9, each person, if any, who controls the Company within the meaning of
the Securities Act, each executive officer of the Company and each director of
the Company shall have the same rights to contribution as the Company, subject
in each case to this subsection (d). Any party entitled to contribution will,
promptly after receipt of notice of commencement of any action, suit,
proceeding or litigation against such party in respect to which a claim
for contribution may be made against another party or parties under this
subsection (d), notify such party or parties from whom contribution may be
sought, but the omission so to notify such party or parties shall not relieve
the party or parties from whom contribution may be sought from any obligation
it or they may have hereunder or otherwise than under this subsection (d), or
to the extent that such party or parties were not adversely affected by such
omission. The contribution agreement set forth above shall be in addition to
any liabilities which any indemnifying party may have at common law or
otherwise.
10. Fractional Warrants and Fractional Shares.
(a) If the number of shares of Common Stock purchasable upon the exercise of a
Warrant is adjusted pursuant to Section 7 hereof, the Company nevertheless
shall not be required to issue fractions of shares, upon exercise of the
Warrants or otherwise, or to distribute certificates that evidence fractional
shares. In such event, the Company may at its option elect to round up the
number of shares to which the Holder is entitled to the nearest whole share or
to pay cash in respect of fractional shares in accordance with the following:
With respect to any fraction of a share called for upon any exercise hereof,
the Company shall pay to the Holder an amount in cash equal to such fraction
multiplied by the Current market value of such fractional share, determined as
follows:
(i) If the Common Stock is listed on a national securities exchange
or admitted to unlisted trading privileges on such exchange or listed for
trading on the Nasdaq Stock Market, the current value shall be the last
reported sale price of the Common Stock on such exchange or market on the last
business day prior to the date of exercise of this Warrant, or if no such
sale is made on such day, the average of the closing bid and ask prices for
such day on such exchange or market; or
<PAGE>
(ii) If the Common Stock is not listed or admitted to unlisted
trading privileges on a national securities exchange or listed for trading on
the Nasdaq Stock Market, the Current value shall be the mean of the last
reported bid and asked prices reported by the National Quotation Bureau, Inc.
on the last business day prior to the date of the exercise of this Warrant; or
(iii) If the Common Stock is not so listed or admitted to unlisted
trading privileges on a national securities exchange or listed for trading on
the Nasdaq Stock Market and bid and asked prices are not so reported, the
current value shall be an amount determined in such reasonable manner as may
be prescribed by the Board of Directors of the Company.
11. Warrant Holder Not Deemed Stockholder. No Registered Holder of Warrants
shall, as such, be entitled to vote or to receive dividends or be deemed the
holder of Common Stock that may at any time be issuable upon exercise of such
Warrants for any purpose whatsoever, nor shall anything contained herein be
construed to confer upon the holder of Warrants, 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, issue or reclassification of stock, change of par value or
change of stock to no par value, consolidation, merger or conveyance or
otherwise), or to receive notice of meetings, or to receive dividends or
subscription rights, until such Holder shall have exercised such Warrants and
been issued shares of Common Stock in accordance with the provisions hereof.
12. Rights of Action. All rights of action with respect to this Agreement are
vested in the Registered Holder of the Warrants, and the Registered Holder of
a Warrant may, in his own behalf and for his own benefit, enforce auainst the
Company his right to exercise his Warrants for the purchase of shares of
Common Stock in the manner provided in the Warrant Certificate and
this Agreement.
13. Agreement of Warrant Holder. Every Registered Holder, by his acceptance
thereof, consents and agrees with tile Company, and every other Holder that:
(a) The Warrants are transferable only on the registry books of the Company by
the Registered Holder thereof in person or by his attorney-in-fact duly
authorized in writing and only if the Warrant Certificates representing such
Warrants are surrendered at the office of the Company, duly endorsed or
accompanied by a proper instrument of transfer satisfactory to the Company in
its discretion, together with payment of any applicable transfer taxes; and
(b) The Company may deem and treat the person in whose name the Warrant
Certificate is registered as the Holder and as the absolute, true and lawful
owner of the Warrants represented thereby for all purposes, and the Company
shall not be affected by any notice or knowledge to the contrary.
14. Cancellation of Warrant Certificates. If the Company shall purchase or
acquire any Warrant, the Warrant Certificate or Warrant Certificates
evidencing the same shall thereupon be
<PAGE>
delivered to the Company and canceled by it and retired. The Company shall
also cancel any Warrant Certificates following exercise of any of the Warrants
Certificates represented thereby or delivered to it for transfer, Split Lip,
combination or exchange.
15. Modification of Agreement. This Agreement shall not be modified,
supplemented or altered in any respect except with the consent in writing of
the Company and the Registered Holder, other than such changes as are
specifically prescribed by this Agreement as originally executed or are made
in compliance with applicable law.
16. Notices. All notices, requests, consents and other communications
hereunder shall be in writing and shall be deemed to have been made when
delivered or mailed first class registered or certified mail, postage prepaid
as follows: if to the Registered Holder of a Warrant Certificate, at the
address of such holder as shown on the registry books maintained by the
Company; if to the Company, Calle Villadoaat 172, Charto 3, Barcelona, Spain,
or such other address as the Company may specify.
17. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada., without reference to
principles of conflict of laws.
18. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the Company and the Registered Holder, and their respective
successors and assigns, and the holders from time to time of Warrant
Certificates. Nothing in this Agreement is intended or shall be construed to
confer upon any other person any right, remedy or claim, in equity or at law,
or to impose upon any other person any duty, liability or obligation.
19. Termination. This Agreement shall terminate at the close of business on
the Warrant Expiration Date of all the Warrants. or such earlier date upon
which all Warrants have been exercised.
20. Counterparts. This Agreement may be executed in several counterparts,
which taken together shall constitute a single document.
IN WITNESS WHERE OF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
SANGUINE CORPORATION
By: /s/Thomas C. Drees
Name: Thomas C. Drees
Title: Chairman, CEO
Warrant Holder:
WESTBURY CONSULTANCY SERVICES LIMITED
<PAGE>
By: /S/Natalie Dodo
Title: Natalie Dodo
Director
<PAGE>
EXHIBIT A
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED, HYPOTHECATED
OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
WITH RESPECT THERETO UNDER SUCH ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION FOR SUCH
SALE, OFFER, TRANSFER, HYPOTHECATION OR OTHER ASSIGNMENT IS AVAILABLE UNDER
SUCH ACT.
No. NPW 120,000
Redeemable Common Stock Purchase Warrants
VOID AFTER MARCH 20, 2005
STOCK PURCHASE WARRANT CERTIFICATE FOR PURCHASE OF COMMON STOCK
SANGUINE CORPORATION
THIS CERTIFIES THAT
FOR VALUE RECEIVED Westbury Consultancy Services Limited or registered assigns
(the "Registered Holder") is the owner of the number of Common Stock Purchase
Warrants ("Warrants") specified above. Each Warrant initially entitles the
Registered Holder to purchase, subject to the terms and conditions set forth
in this Certificate and the Warrant Agreement (as hereinafter defined), one
hundred (100) fully paid and non-assessable shares of Common Stock, $.001 par
value ("Common Stock"), of SANGUINE CORPORATION, a Nevada corporation (the
"Company"), at any time between the Initial Exercise Date (as herein defined)
and the Expiration Date (as hereinafter defined), upon the presentation and
surrender of this Warrant Certificate with the Subscription Form on
the reverse hereof duly executed, at the corporate office of the Company,
accompanied by payment of the greater of $0.25 per share or 120% of the
offering price per share in connection with the next public or private
offering of common stock within following the date hereof, subject to
adjustment from time to time pursuant to the terms and provisions of Section 7
of the Warrant Agreement in lawful money of the United States of America in
cash or by official bank or certified check made payable to SANGUINE
CORPORATION
This Warrant Certificate and each Warrant represented hereby are issued
pursuant to and are subject in all respects to the terms and conditions set
forth in the Warrant Agreement (the "Warrant Agreement") dated March 21.,2000,
by and between the Company and the Registered Holder. Terms not defined herein
shall have the meanings assigned to them in the Warrant Agreement.
In the event of certain contingencies provided for in the Warrant Agreement,
the Purchase Price and/or the number of shares of. Common Stock subject to
purchase upon the exercise of each Warrant represented hereby are subject to
modifications or adjustment.
Each Warrant represented hereby is exercisable at the option of the Registered
Holder, but no fractional shares of Common Stock will be issued. In the case
of the exercise of less than all the Warrants represented hereby, the Company
shall cancel this Warrant Certificate upon the surrender hereof and shall
execute and deliver a new Warrant Certificate or Warrant Certificates of like
tenor, which the Warrant Agent shall countersign, for the balance of such
Warrants.
The term "Initial Exercise Date" shall mean 90 days after the date hereof or
15 days after the Company consummates into next public placement or secondary
offer of common stock, whichever date is sooner.
The term "Expiration Date" shall mean 5:00 p.m. (New York time) on March 20,
2005, or such earlier date as the Warrants shall be redeemed. If such date
shall in the State of New York be a holiday or a day on which the banks are
authorized to close, then the Expiration Date shall mean 5:00 p.m. (New York
time) the next following day which in the State of New York is not a holiday
or a day on which banks are authorized to close.
This Warrant Certificate is exchangeable, upon the surrender hereof by the
Registered Holder at the corporate office of the Company, for a new Warrant
Certificate or Warrant Certificates of like tenor representing an equal
aggregate number of Warrants, each of such new Warrant Certificates to
represent such number of Warrants as shall be designated by such Registered
Holder at the time of such surrender. Upon due presentment with any transfer
fee in addition to any tax or other governmental charge imposed in
connection therewith, for registration of transfer of this Warrant Certificate
at such office, a new Warrant Certificate or Warrant Certificates representing
an equal aggregate number of Warrants will be issued to the transferee in
exchange therefor, subject to the limitations provided in the Warrant
Agreement.
Prior to the exercise of any Warrant represented hereby, the Registered Holder
shall not be entitled to any rights of a shareholder of the Company,
including, without limitation, the right to vote or to receive dividends or
other distributions, and shall not be entitled to receive any notice of any
proceedings of tile Company, except as provided in the Warrant Agreement.
Prior to due presentment for registration of transfer hereof, the Company may
deem and treat the Registered Holder as the absolute owner hereof and of each
Warrant represented hereby (notwithstanding any notations of ownership or
writing hereon made by anyone other than a duly authorized officer of the
Company) for all purposes and shall not be affected by any notice to the
contrary.
This Warrant Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly
executed, manually or in facsimile by its officer thereunto duly authorized
and a facsimile of its corporate seal to be imprinted hereon.
SANGUINE CORPORATION
By: /s/Thomas C. Drees
Name: Thomas C. Drees
Title: Chairman, CEO
Date: March 20, 2000
<PAGE>
SUBSCRIPTION FORM
(To Be Executed by the Registered Holder in Order to Exercise Warrants)
THE UNDERSIGNED REGISTERED HOLDER hereby elects to exercise Warrants of
SANGUINE CORPORATION represented by this Warrant Certificate, and to purchase
the securities issuable upon the exercise of such Warrants, and requests that
certificates for such securities shall be issued in the name of:
whose taxpayer identification number is:
and be delivered to:
(please print or type name and address)
and if such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, that a new Warrant Certificate for the balance of such
Warrants be registered in the name of, and delivered to, the Registered Holder
at the address stated below:
(Address)
(Date)
(Taxpayer Identification Number)
(Signature)
SIGNATURE GUARANTEED
(Bank or trust company having an office or correspondent in the United
States or a broker or dealer which is a member of a registered securities
exchange or the National Association of Securities Dealers, Inc.)
<PAGE>
ASSIGNMENT
(To Be Executed by the Registered Holder in Order to Assign Warrants)
FOR VALUE RECEIVED, the Undersigned Registered Holder hereby sells, assigns
and transfers unto
(insert name)
whose taxpayer identification or other identifying number is:
and whose address is:
(please print or type address)
the following number of the Warrants represented by this Warrant Certificate:
and hereby irrevocably constitutes and appoints
Attorney to transfer this Warrant Certificate on the books of the Company,
with full power of substitution in the premises.
(Date)
(Signature)
SIGNATURE GUARANTEED
(Bank or trust company having an office or correspondent in the United States
or a. broker or dealer which is a member of a registered securities exchange
or the National Association of Securities Dealers, Inc.)
<PAGE>
