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[FORM OF REPLACEMENT WARRANT]
WARRANT TO PURCHASE COMMON STOCK OF
FLOTEK INDUSTRIES, INC.
VOID AFTER 5:30 P.M. NEW YORK CITY
TIME ON THE EXPIRATION DATE
______ Shares of
Warrant No. __ Warrant Stock
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND HAVE BEEN ISSUED PURSUANT TO A CLAIM OF EXEMPTION
FROM THE REGISTRATION OR QUALIFICATION PROVISIONS OF FEDERAL AND STATE
SECURITIES LAWS BASED, IN PART, ON AN INVESTMENT REPRESENTATION OF THE PART OF
THE PURCHASER THEREOF. THESE SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED,
DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR
QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR
APPLICABLE EXEMPTIONS THEREFROM.
FLOTEK INDUSTRIES, INC. (the "Company"), an Alberta corporation, for value
received, hereby agrees to sell upon the terms and on the conditions hereinafter
set forth, but no later than 5:30 p.m., New York City Time, on the Expiration
Date (as hereinafter defined) to _______________, the registered holder hereof
(the "Holder"), having an address set forth in the Warrant Register maintained
by the Company, under the terms as hereinafter set forth, _______________
(_____________) fully paid and non-assessable shares of the Company's Common
Stock, no par value (the "Warrant Stock"), at a purchase price per share of
Three U.S. Cents (US$0.03) (as adjusted as provided herein, the "Warrant Price")
pursuant to this Warrant (the "Warrant"). This Warrant is being issued in
accordance with the terms of that certain Securities Purchase and Exchange
Agreement of even date herewith (the "Securities Purchase Agreement") between
the Company and the initial Holder, inter alia. The number of shares of Warrant
Stock to be so issued and the Warrant Price are subject to adjustment as
hereinafter set forth. The term "Common Stock" shall mean, when used herein,
unless the context otherwise requires, the stock and other securities and
property at the time receivable upon the exercise of this Warrant.
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1. Exercise of Warrant.
(a) The Holder may exercise this Warrant according to its terms by
surrendering this Warrant to the Company at the address set forth in Section 10,
the subscription form attached hereto having then been duly executed by the
Holder, accompanied by cash, certified check or bank draft in payment of the
purchase price for the number of shares of the Warrant Stock specified in the
subscription form, or as otherwise provided in this Warrant prior to 5:30 p.m.,
local New York City time, on the Expiration Date. The Expiration Date shall be
April 30, 2010. The purchase price of the shares of Warrant Stock as to which
this Warrant shall be exercised shall be paid to the Company at the time of
exercise either in cash, in Common Stock of the Company already owned by the
Holder, by the relinquishment of a portion of this Warrant having a total fair
market value equal to the purchase price, or any combination of the foregoing.
For purposes of this Section, the fair market value of the portion of this
Warrant that is relinquished shall be the excess of
(x) the fair market value at the time of exercise of the number of
shares of Warrant Stock subject to the portion of this Warrant
that is relinquished over
(y) the aggregate exercise price specified in this Warrant with
respect to such shares.
The fair market value of the Warrant Stock shall be equal to the average of the
closing sales prices of the Company's Common Stock on any stock exchange or
market on which the Company's Common Stock is then traded on the ten trading
days immediately preceding the date of exercise. If the exchange or market does
not report sales prices, the fair market value of the Warrant Stock shall be
equal to the average of the average of the closing bid and ask prices of the
Company's Common Stock on the ten trading days immediately preceding the date of
exercise. If the Company's Common Stock is then traded on more than one exchange
or market, the fair market value shall be the highest of fair market values
determined as provided above. If the Company's Common Stock is not then traded
on any exchange or market, the fair market value shall be determined in good
faith by the Board of Directors of the Company.
(b) This Warrant may be exercised in whole or in part so long as any
exercise in part hereof would not involve the issuance of fractional shares of
Warrant Stock. If exercised in part, the Company shall deliver to the Holder a
new Warrant, identical in form, in the name of the Holder, evidencing the right
to purchase the number of shares of Warrant Stock as to which this Warrant has
not been exercised, which new Warrant shall be signed by the President and the
Secretary or the Assistant Secretary of the Company. The term Warrant as used
herein shall include any subsequent Warrant issued as provided herein.
(c) No fractional share or scrip representing fractional shares shall be
given upon the exercise of this Warrant. The Company shall pay cash in lieu of
fractions with respect to the Warrants based upon the Warrant Price at the time
of exercise of this Warrant.
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(d) In the event of any exercise of the rights represented by this Warrant,
a certificate or certificates for the Warrant Stock so purchased, registered in
the name of the Holder, shall be delivered to the Holder within a reasonable
time after such rights shall have been so exercised. The person or entity in
whose name any certificate for the Warrant Stock is issued upon exercise of the
rights represented by this Warrant shall for all purposes be deemed to have
become the holder of record of such shares immediately prior to the close of
business on the date on which the Warrant was surrendered and payment of the
Warrant Price and any applicable taxes was made, irrespective of the date of
delivery of such certificate, except that, if the date of such surrender and
payment is a date when the stock transfer books of the Company are closed, such
person shall be deemed to have become the holder of such shares at the opening
of business on the next succeeding date on which the stock transfer books are
open.
2. Disposition of Warrant Stock and Warrant.
(a) By the acceptance of this Warrant, the Holder hereby acknowledges and
covenants that this Warrant and any Warrant Stock purchased pursuant thereto are
and will be held for investment and not for distribution; provided that:
(i) the Warrant and/or Warrant Stock may not be transferred by the
Holder, (A) unless an exemption is available under the Securities Act of
1933, as amended, and the rules and regulations promulgated by the
Securities and Exchange Commission thereunder (collectively the "Act"), and
to a person who, in the reasonable opinion of counsel to the Company, is a
person to whom the Warrant and/or Warrant Stock may be transferred legally
without registration and without the delivery of a current prospectus under
the Act with respect thereto and then only against receipt of (x) an
agreement of such person to comply with the provisions of this Section 2
with respect to any resale or other disposition of such securities and (y)
an agreement by such person that he is acquiring such securities for
investment and not for distribution except in compliance with the Act; or
(B) except to a person upon delivery of a prospectus relating to the
Warrant and/or Warrant Stock then meeting the requirements of the Act;
(ii) the Warrant Stock shall be issued upon exercise of this Warrant
only in compliance with the Act; and
(iii) the Warrant and the Warrant Stock may be pledged to a lender to
secure the debt of the Holder.
(b) If, at the time of issuance of the shares issuable upon exercise of
this Warrant, no registration statement is in effect with respect to such shares
under applicable provisions of the Act, the Company may at its election require
that the Holder provide the Company with written reconfirmation of the Holder's
investment intent and that any stock certificate delivered to the Holder of a
surrendered Warrant shall bear legends reading substantially as follows:
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"Transfer of the shares represented by this certificate is subject to
certain restrictions set forth in the Warrant pursuant to which these
shares were purchased from the Company. Copies of those restrictions are on
file at the principal offices of the Company, and no transfer of such
shares or of this certificate, or of any shares or other securities (or
certificates therefor) issued in exchange for or in respect of such shares,
shall be effective unless and until the terms and conditions therein set
forth shall have been complied with."
"The shares represented by this certificate have not been registered
under the Securities Act of 1933, and may not be sold, transferred, pledged
or otherwise disposed of in the absence of an effective registration
statement under the Securities Act of 1933 or an opinion of counsel
satisfactory to the issuer of this certificate that registration is not
required under said Act."
In addition, so long as the foregoing legend may remain on any stock certificate
delivered to the Holder, the Company may maintain appropriate "stop transfer"
orders with respect to such certificates and the shares represented thereby on
its books and records and with those to whom it may delegate registrar and
transfer functions.
3. Reservation of Shares.
The Company hereby agrees that at all times there shall be reserved for
issuance upon the exercise of this Warrant such number of shares of its Common
Stock as shall be required for issuance upon exercise of this Warrant and that
the par value of such shares will at all times be less than or equal to the
applicable Warrant Price. The Company further agrees that all shares which may
be issued upon the exercise of the rights represented by this Warrant will, upon
issuance, be validly issued, fully paid and non-assessable, free from all taxes,
liens and charges with respect to the issuance thereof other than taxes, if any,
in respect of any transfer occurring contemporaneously with such issuance and
other than transfer restrictions imposed by federal and state securities laws.
4. Capital Adjustments.
This Warrant is subject to the following further provisions:
(a) Recapitalization, Reclassification and Succession. If any
recapitalization of the Company or reclassification of its Common Stock or any
merger or consolidation of the Company into or with a corporation or other
business entity, or the sale or transfer of all or substantially all of the
Company's assets or of any successor corporation's assets to any other
corporation or business entity (any such corporation or other business entity
being included within the meaning of the term "successor corporation") shall be
effected, at any time while this Warrant remains outstanding and unexpired,
then, as a condition of such recapitalization, reclassification, merger,
consolidation, sale or transfer, lawful and adequate provision shall be made
whereby the Holder of this Warrant thereafter shall have the right to receive
upon the
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exercise hereof as provided in Section 1 and in lieu of the shares of Common
Stock immediately theretofore issuable upon the exercise of this Warrant, such
shares of capital stock, securities or other property as may be issued or
payable with respect to or in exchange for a number of outstanding shares of
Common Stock equal to the number of shares of Common Stock immediately
theretofore issuable upon the exercise of this Warrant had such
recapitalization, reclassification, merger, consolidation, sale or transfer not
taken place, and in each such case, the terms of this Warrant shall be
applicable to the shares of stock or other securities or property receivable
upon the exercise of this Warrant after such consummation.
(b) Subdivision or Combination of Shares. If the Company at any time while
this Warrant remains outstanding and unexpired shall subdivide or combine its
Common Stock, the number of shares of Warrant Stock purchasable upon exercise of
this Warrant shall be proportionately adjusted.
(c) Certain Dividends and Distributions. If the Company at any time while
this Warrant is outstanding and unexpired shall take a record of the holders of
its Common Stock for the purpose of entitling them to receive a dividend payable
in, or other distribution of, Common Stock, then the number of shares of Warrant
Stock purchasable upon exercise of this Warrant shall be adjusted to that number
determined by multiplying the number of shares of Warrant Stock so purchasable
immediately prior to such record date by a fraction (i) the numerator of which
shall be the sum of (A) the total number of outstanding shares of Common Stock
immediately prior to such record date and (B) the total number of shares of
Common Stock issuable pursuant to such dividend or distribution, and (ii) the
denominator of which shall be the total number of shares of Common Stock
outstanding immediately prior to such record date.
(d) Corresponding Warrant Price Adjustment. Whenever the number of shares
of Warrant Stock purchasable upon the exercise of the rights granted to the
Holder herein is increased or decreased as provided in Section 4 (b) or (c), the
Warrant Price payable for the exercise of such rights shall be adjusted by
multiplying such Warrant Price immediately prior to such adjustment by a
fraction, of which the numerator shall be the number of shares of Warrant Stock
purchasable upon the exercise of such rights immediately prior to such
adjustment, and of which the denominator shall be the number of shares of
Warrant Stock purchasable immediately thereafter.
(e) Certain Other Warrant Price Adjustments. (i) If the Company at any time
while this Warrant is outstanding and unexpired issues and sells, or is deemed
to have issued and sold (as provided in Section 4(e)(ii) or (iii)), any shares
of Common Stock, for a consideration per share of less than the Warrant Price in
effect immediately prior to the issuance of such additional Common Stock, then,
immediately following the issue and sale of such additional Common Stock, the
Warrant Price shall be adjusted by multiplying the Warrant Price in effect
immediately before the issuance of such additional Common Stock by the number
determined by dividing:
(A) An amount equal to (1) the total number of shares of Common Stock
outstanding immediately following the last previous adjustment of the
Warrant Price
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pursuant to this Section 4 (or on the date hereof if there shall have been
no previous adjustment) multiplied by the Warrant Price in effect
immediately prior to such issuance, plus (2) the consideration, if any,
received or deemed to have been received by the Company upon such issuance
and upon the issuance of any Common Stock issued subsequent to the last
previous adjustment of the Warrant Price pursuant to this Section 4 (or
subsequent to the date hereof if there shall have been no such previous
adjustment), by
(B) The total number of shares of Common Stock outstanding immediately
after the issuance of such additional Common Stock (or which would have
been outstanding but for retirement of Common Stock or acquisitions of
Common Stock by or for the account of the Company during the period covered
by the computation) multiplied by the Warrant Price in effect immediately
prior to such issuance.
(ii) If the Company at any time while this Warrant is outstanding and
unexpired grants any rights, warrants or options (other than the rights
granted herein or in any stock option plan of the Company covering
officers, directors, consultants or employees of the Company) to subscribe
for Common Stock or any securities convertible or exchangeable into Common
Stock (such rights, warrants and options being called the "Options" and
such securities convertible into Common Stock the "Convertible
Securities"), then the maximum number of shares of Common Stock issuable
upon the exercise of such Options or upon the conversion or exchange of the
Convertible Securities will be deemed to have been outstanding and to have
been issued and sold by the Company, and the appropriate adjustment to the
Warrant Price will be made in accordance with Section 4(e)(i). For purposes
of this paragraph, the consideration of the shares of Common Stock issuable
upon the exercise of such Options will be equal to the total amount
received or receivable by the Company for the granting of the Options plus
the minimum aggregate amount of additional consideration due the Company
upon the exercise of the Options (plus, in the case of the Options relating
to Convertible Securities, any additional consideration payable upon the
issuance or sale and the conversion and exchange thereof).
(iii) If the Company at any time while this Warrant is outstanding and
unexpired issues or sells any Convertible Securities, then the maximum
number of shares of Common Stock issuable upon conversion or exchange of
all such Convertible Securities will be deemed to be outstanding and to
have been issued or sold by the Company, and the appropriate adjustment to
the Warrant Price will be made in accordance with Section 4(e)(i). For
purposes of this paragraph, the consideration for the shares of Common
Stock issuable upon conversion or exchange of all such Convertible
Securities will be equal to the total amount received or receivable by the
Company for the issue or sale of such Convertible Securities plus the
minimum aggregate amount of additional consideration, if any, payable upon
the conversion or exchange thereof.
(iv) If at any time while this Warrant is outstanding and unexpired
the purchase price per share for any Option, or any additional
consideration payable to the Company
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upon the exercise of any Option or upon conversion of a Convertible
Security, or the rate at which any Convertible Securities are convertible
or exchangeable into Common Stock, is reduced, then the consideration for
the shares of Common Stock issuable upon the exercise or conversion thereof
will be recalculated giving effect to such reduction, and immediately after
any such price reduction or rate reduction becomes effective, the
appropriate adjustment to the Warrant Price will be made in accordance with
Section 4(e)(i).
Notwithstanding the foregoing,
(1) no further adjustments in the Warrant Price shall be made upon the
subsequent issue of Convertible Securities or shares of Common Stock upon the
exercise of such Options or conversion or exchange of such Convertible
Securities;
(2) if such Options or Convertible Securities by their terms provide,
with the passage of time or otherwise, for any increase or decrease in the
consideration payable to the Company, or decrease or increase in the number of
shares of Common Stock issuable, upon the exercise, conversion or exchange
thereof, the Warrant Price computed upon the original issue thereof (or upon the
occurrence of a record date with respect thereto), and any subsequent
adjustments based thereon, shall, upon any such increase or decrease becoming
effective, be recomputed to reflect such increase or decrease insofar as it
affects such Options or the rights of conversion or exchange under such
Convertible Securities (provided, however, that no such adjustment of the
Warrant Price shall affect Common Stock previously issued upon conversion of the
Warrant;
(3) upon the expiration of any such Options or any rights of conversion
or exchange under such Convertible Securities which shall not have been
exercised, the Warrant Price computed upon the original issue thereof (or upon
the occurrence of a record date with respect thereto), and any subsequent
adjustments based thereon, shall, upon such expiration, be recomputed as if:
(A) in the case of Convertible Securities or Options for Common Stock
the only additional shares of Common Stock issued were the shares of Common
Stock, if any, actually issued upon the exercise of such Options or the
conversion or exchange of such Convertible Securities and the consideration
received therefor was the consideration actually received by the Company for the
issue of all such Options, whether or not exercised, plus the consideration
actually received by the Company upon such exercise, or for the issue of all
such Convertible Securities which were actually converted or exchanged, plus the
additional consideration, if any, actually received by the Company upon such
conversion or exchange and
(B) in the case of Options for Convertible Securities only the
Convertible Securities, if any, actually issued upon the exercise thereof were
issued at the time of issue of such Options, and the consideration received by
the Company for the additional shares of Common Stock deemed to have been then
issued was the consideration actually received by the
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Company for the issue of all such Options, whether or not exercised, plus the
consideration deemed to have been received by the Company (determined as
described above) upon the issue of the Convertible Securities with respect to
which such Options were actually exercised;
(4) in the case of any Options which expire by their terms not more
than 30 days after the date of issue thereof, no adjustment of the Warrant Price
shall be made until the expiration or exercise of all such Options, whereupon
such adjustment shall be made in the same manner provided in clause (3) above;
(5) no adjustments in the Warrant Price shall be made in respect of
grants of stock pursuant to employee benefit plans of the Company;
(6) no adjustments in the Warrant Price shall be made in respect of the
issuance of Warrant Stock upon exercise of the Warrant or in respect of the
issuance of Common Stock upon conversion of the Series A Preferred Stock of the
Company issued on the date hereof;
(7) no further adjustments in the Warrant Price shall be made under
this paragraph (e) in respect of adjustments required pursuant to paragraphs (a)
through (c) of this Section 4.
(f) Certain Shares Excluded. The number of shares of Common Stock
outstanding at any given time for purposes of the adjustments set forth in this
Section 4 shall exclude any shares then directly or indirectly held in the
treasury of the Company.
(g) Deferral and Cumulation of De Minimis Adjustments. The Company shall
not be required to make any adjustment of the Warrant Price pursuant to this
Section 4 if the amount of such adjustment would be less than one percent (1%)
of the Warrant Price in effect immediately before the event that would otherwise
have given rise to such adjustment. In such case, however, any adjustment that
would otherwise have been required to be made shall be made at the time of and
together with the next subsequent adjustment which, together with any adjustment
or adjustments so carried forward, shall amount to not less than one percent
(1%) of the Warrant Price in effect immediately before the event giving rise to
such next subsequent adjustment.
(h) Duration of Adjusted Warrant Price. Following each computation or
readjustment of an adjusted Warrant Price as provided in this Section 4, the new
adjusted Warrant Price shall remain in effect until a further computation or
readjustment thereof is required.
5. Notices to Holders.
(a) Notice of Record Date. In case:
(i) the Company shall take a record of the holders of its Common Stock
(or other stock or securities at the time receivable upon the exercisable
of this Warrant) for the purpose of entitling them to receive any dividend
(other than a cash dividend payable out
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of earned surplus of the Company) or other distribution, or any right to
subscribe for or purchase any shares of stock of any class or any other
securities, or to receive any other right; or
(ii) of any capital reorganization of the Company, any
reclassification of the capital stock of the Company, any consolidation
with or merger of the Company into another corporation, or any conveyance
of all or substantially all of the assets of the Company to another
corporation; or
(iii) of any voluntary dissolution, liquidation or winding-up of the
Company;
then, and in each such case, the Company will mail or cause to be mailed to the
Holder hereof at the time outstanding a notice specifying, as the case may be,
(i) the date on which a record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such dividend,
distribution or right, or (ii) the date on which such reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation or
winding-up is to take place, and the time, if any, is to be fixed, as of which
the holders of record of Common Stock (or such stock or securities at the time
receivable upon the exercise of this Warrant) shall be entitled to exchange
their shares of Common Stock (or such other stock or securities) for securities
or other property deliverable upon such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such
notice shall be mailed at least 30 days prior to the record date therein
specified, or if no record date shall have been specified therein, at least 30
days prior to such other specified date.
(b) Notice of Adjustments. Whenever any Warrant Price shall be adjusted,
pursuant to Section 4 hereof, the Company shall promptly make a certificate
signed by its Chairman, its CEO, its President or a Vice President and by its
Treasurer or Assistant Treasurer or its Secretary or Assistant Secretary,
setting forth in reasonable detail, the event requiring the adjustment, the
amount of the adjustment, the method by which such adjustment was calculated and
the Warrant Price after giving effect to such adjustment, and shall promptly
cause copies of such certificates to be mailed (by first class mail, postage
prepaid) to the Holder of this Warrant.
6. Loss, Theft, Destruction or Mutilation.
Upon receipt by the Company of evidence satisfactory to it, in the exercise
of its reasonable discretion, of the ownership and the loss, theft, destruction
or mutilation of this Warrant and, in the case of loss, theft or destruction, of
indemnity reasonably satisfactory to the Company and, in the case of mutilation,
upon surrender and cancellation thereof, the Company will execute and deliver in
lieu thereof, without expense to the Holder, a new Warrant of like tenor dated
the date hereof.
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7. Warrant Holder Not a Stockholder.
The Holder of this Warrant, as such, shall not be entitled by reason of
this Warrant to any rights whatsoever as a stockholder of the Company.
8. Transfer; Register.
Subject to the provisions of Section 2 above, this Warrant is transferable
in the same manner and with the same effect as in the case of a negotiable
instrument payable to a specified person. The Warrants shall be issued in
registered form only and the Company shall keep a register (the "Warrant
Register") in which provisions shall be made for the registration of the
Warrants and the registration of transfers thereof. Such Register shall be kept
at the principal office of the Company and the Company is hereby appointed the
"Warrant Registrar" for the purpose of registering the Warrants and transfers of
the Warrants. Subject to compliance with the provisions of Section 2 hereof and
Article III of the Securities Purchase Agreement by a transferee, upon surrender
for registration of transfer of any Warrant at the principal office of the
Company and compliance with the provisions of Section 2 hereof and Section 3.1
of the Securities Purchase Agreement, if applicable, the Company shall execute
and deliver, in the name of the designated transferee, a new Warrant. The
Company shall treat the individual or entity in whose name each Warrant is
registered on the Warrant Register as the sole and absolute owner thereof,
notwithstanding any contrary notice.
9. Registration Rights.
The Holder shall have certain registration rights with respect to the
Warrant Shares, all as set forth in a Registration Rights Agreement of even date
herewith among the Company, the Holder and certain other Holders.
10. Notices.
Any notice required or contemplated by this Warrant shall be deemed to have
been duly given if transmitted by registered or certified mail, return receipt
requested, to the Company at 7030 Empire Central Drive, Houston, Texas 77040,
Attention: President, or to the Holder at the name and address set forth in the
Warrant Register maintained by the Company.
11. Choice of Law.
This Warrant shall be governed by the local laws of the Texas, except to
the extent that the law of the Company's jurisdiction of organization is
required to be applied.
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IN WITNESS WHEREOF, the undersigned has duly signed this Warrant as of this
30th day of April, 2000.
FLOTEK INDUSTRIES, INC.
By:
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Jerry D. Dumas, Sr., President and CEO
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ASSIGNMENT FORM
FOR VALUE RECEIVED, the Undersigned Holder of the attached Warrant, hereby
sells, assigns and transfers unto _______________________________ the right to
purchase ______________________________ shares of Common Stock of FLOTEK
INDUSTRIES, INC. evidenced by the attached Warrant, and does hereby irrevocably
constitute and appoint _________________________________ Attorney to transfer
the said Warrant on the books of the Company with full power of substitution.
HOLDER:
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Name:
Dated: ,
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In the presence of:
---------------------------------
Name:
(NOTE: The signature of the Holder on the foregoing Assignment must correspond
exactly to the name as written on the face of the Warrant, without any
alteration, enlargement or change whatsoever.)
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SUBSCRIPTION FORM
The Undersigned, the Holder of the attached Warrant, hereby irrevocably
elects to exercise purchase rights represented by such Warrant for, and to
purchase thereunder, the following shares of Common Stock of FLOTEK INDUSTRIES,
INC.:
<TABLE>
<CAPTION>
Number of Shares Purchase Price Per Share
<S> <C>
</TABLE>
The undersigned herewith makes payment of $_____ therefor, and requests
that certificates for such shares (and any warrants or other property issuable
upon such exercise) be issued in the name of and delivered to __________ whose
address is __________ and, if such shares shall not include all of the shares
issuable under such warrant, that a new warrant of like tenor and date for the
balance of the shares issuable thereunder be delivered to the undersigned.
HOLDER:
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Name:
Dated: ,
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