Warrant to purchase shares, dated August 26, 2002



  
 Exhibit 10.3 
  
 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR JLM INDUSTRIES, INC. SHALL HAVE RECEIVED AN
OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. 
  
 WARRANT TO PURCHASE 
 SHARES OF COMMON STOCK 
 OF 
 JLM INDUSTRIES, INC. 
 Expires: December 31, 2007 
  
 Number of Shares: 1,666,666 
  
 Date of Issuance: August 26, 2002 
  
 FOR VALUE RECEIVED, subject to the provisions hereinafter set forth, the undersigned, JLM INDUSTRIES, INC., a Delaware corporation (together with its successors and assigns, the
“Issuer”), hereby certifies that THE PHILIP S. SASSOWER 1996 CHARITABLE REMAINDER ANNUITY TRUST or its registered assigns is entitled to subscribe for and purchase, during the period specified in this Warrant, up to 1,666,666 shares
(subject to adjustment as hereinafter provided) of the duly authorized, validly issued, fully paid and nonassessable Common Stock of the Issuer, at an exercise price per share equal to the Warrant Price then in effect, subject, however, to the
provisions and upon the terms and conditions hereinafter set forth. Capitalized terms used in this Warrant and not otherwise defined herein shall have the respective meanings specified in Section 7 hereof. 
  
 1.  Term.    Subject to the terms and conditions of this Warrant, the right to subscribe for and
purchase shares of Warrant Stock represented hereby shall commence on January 1, 2003 and shall expire at 5:00 p.m., New York City time, on December 31, 2007 (such period being the “Term”). Notwithstanding the foregoing, this
Warrant shall immediately expire and be terminated in the event that the Issuer pays in full, on or prior to December 31, 2002, all of the principal and interest due to the holder of the Secured Promissory Note (the “Note”), dated
of 







 even date herewith by the Issuer in favor of the original Holder of this Warrant, in the original principal amount of $2,000,000. 

 
 2.  Method of Exercise Payment; Issuance of New Warrant; Transfer and Exchange. 
  
 (a)  Time of Exercise.    The purchase rights represented by this Warrant may be exercised in whole
or in part at such times and for such number of shares of Warrant Stock as follows: 
  
 (i)  On or after January 1, 2003, this Warrant shall be exercisable for 208.333 shares of Warrant Stock for every $1,000 of the Principal Amount (as defined in the Note) outstanding under the Note on December 31, 2002.

  
 (ii)  On or after May 1, 2003, this Warrant shall be exercisable for an additional
208.333 shares of Warrant Stock for every $1,000 of the Principal Amount outstanding under the Note on April 30, 2003. 
  
 (iii)  On or after September 1, 2003, this Warrant shall be exercisable for an additional 208.333 shares of Warrant Stock for every $1,000 of the Principal Amount outstanding under the Note on August 31, 2003.

  
 (iv)  On or after January 1, 2004, this Warrant shall be exercisable for an additional
208.333 shares of Warrant Stock for every $1,000 of the Principal Amount outstanding under the Note on December 31, 2003. 
  
 (b)  Method of Exercise. 
  
 (i)  Cash
Exercise.    The Holder hereof may exercise this Warrant, in whole or in part, by the surrender of this Warrant (with the exercise form attached hereto duly executed) at the principal office of the Issuer, and by the payment
to the Issuer of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such
Holder’s election by certified or official bank check or wire transfer of immediately available funds. 
  
 (ii)  Net Issue Exercise.    The Holder hereof may exercise this Warrant, in whole or in part, if the Per Share Market Value of one (1) share of Common Stock is greater than the Exercise Price (as
the date of calculation as set forth below), in lieu of exercising this Warrant for cash, by electing to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being cancelled) by surrender of this Warrant at
the principal office of the Issuer together with a notice of exercise and notice of such election in which the Issuer shall issue to the Holder a number of shares of Common Stock computed using the following formula: 

 
 2 








  
 X=Y(A-B) 
 A 
  
 where: 
  

	 	X=
	 
	the number of shares of Common Stock to be issued to Holder 
 

  

	 	Y=
	 
	the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being
cancelled (at the date of such calculation) 
 

  

	 	A=
	 
	the Per Share Market Value of one (1) share of Common Stock (at the date of such calculation) 
 

  

	 	B=
	 
	Exercise Price (as adjusted to the date of such calculation) 
 

  
 In any case where the consideration payable upon such exercise is being paid in whole or in part pursuant to the provisions of clause (ii) of this subsection (b), such exercise shall be accompanied by
written notice from the Holder of this Warrant specifying the manner of payment thereof and containing a calculation showing the number of shares of Warrant Stock with respect to which rights are being surrendered thereunder and the net number of
shares to be issued after giving effect to such surrender. 
  
 (c)  Issuance of Stock
Certificates.    In the event of any exercise of the rights represented by this Warrant in accordance with and subject to the terms and conditions hereof, (i) certificates for the shares of Warrant Stock so purchased shall be
dated the date of such exercise and delivered to the Holder hereof within a reasonable time, not exceeding three Trading Days after such exercise, and the Holder hereof shall be deemed for all purposes to be the Holder of the shares of Warrant Stock
so purchased as of the date of such exercise, and (ii) unless this Warrant has expired, a new Warrant representing the number of shares of Warrant Stock, if any, with respect to which this Warrant shall not then have been exercised (less any amount
thereof which shall have been canceled in payment or partial payment of the Warrant Price as hereinabove provided) shall also be issued to the Holder hereof at the Issuer’s expense within such time. 
  
 (d)  Transferability of Warrant.    Subject to Section 2(e), this Warrant may be transferred by a
Holder without the consent of the Company. If transferred pursuant to this paragraph and subject to the provisions of subsection (e) of this Section 2, this Warrant may be transferred on the books of the Issuer by the Holder hereof, upon surrender
of this Warrant at the principal office of the Issuer, properly endorsed (by the Holder executing an assignment in the form attached hereto). This Warrant is exchangeable at the principal office of the Issuer for Warrants for the purchase of the
same aggregate number of shares of Warrant Stock, each new Warrant to represent the right to purchase such number of shares of Warrant Stock as the Holder hereof shall designate at the time of such exchange. Any warrant issued upon a transfer of
this Warrant shall be dated the Original Issue Date and shall have terms identical to the terms of this Warrant. 

 
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 (e)  Compliance with Securities Laws. 
  
 (i)  The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Warrant
Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell, pledge or otherwise dispose of this Warrant
or any shares of Warrant Stock to be issued upon exercise hereof except pursuant to an effective registration statement, or an exemption from registration, under the Securities Act and any applicable state securities laws. 
  
 (ii)  Except as provided in paragraph (iii) below, this Warrant and all certificates representing shares of
Warrant Stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following form: 
  
 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY
STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR JLM INDUSTRIES, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT
REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. 
  
 (iii)  The restrictions imposed by this subsection (e) upon the transfer of this Warrant and the shares of Warrant Stock to be purchased upon exercise hereof shall terminate (A) when such
securities shall have been effectively registered under the Securities Act, (B) upon the Issuer’s receipt of an opinion of counsel, in form and substance reasonably satisfactory to the Issuer, addressed to the Issuer to the effect that such
restrictions are no longer required to ensure compliance with the Securities Act and state securities laws or (C) upon the Issuer’s receipt of other evidence reasonably satisfactory to the Issuer that such registration and qualification under
state securities laws is not required. Whenever such restrictions shall cease and terminate as to any such securities, the Holder thereof shall be entitled to receive from the Issuer (or its transfer agent and registrar), without expense (other than
applicable transfer taxes, if any), new Warrants (or, in the case of shares of Warrant Stock, new stock certificates) of like tenor not bearing the applicable legend required by paragraph (ii) above relating to the Securities Act and state
securities laws. 
  
 (f)  Continuing Rights of Holder.    The Issuer will, at
the time of or at any time after each exercise of this Warrant, upon the request of the Holder hereof, acknowledge in writing the extent, if any, of its continuing obligation to afford to such Holder all rights to which such Holder shall continue to
be entitled after such exercise in accordance with the terms of this Warrant, provided that if any such Holder shall fail to make any such request, the failure shall not affect the continuing obligation of the Issuer to afford such rights to such
Holder. 

 
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 3.  Stock Fully Paid; Reservation and Listing of Shares;
Covenants. 
  
 (a)  Stock Fully Paid.    The Issuer represents, warrants,
covenants and agrees that all shares of Warrant Stock which may be issued upon the exercise of this Warrant or otherwise hereunder will, upon issuance, be duly authorized, validly issued, fully paid and non-assessable and free from all taxes, liens
and charges created by or through Issuer. The Issuer further covenants and agrees that during the period within which this Warrant may be exercised, the Issuer will at all times have authorized and reserved for the purpose of the issue upon exercise
of this Warrant a sufficient number of shares of Common Stock to provide for the exercise of this Warrant. 
  
 (b)  Reservation.    If any shares of Common Stock required to be reserved for issuance upon exercise of this Warrant or as otherwise provided hereunder require registration or qualification with
any governmental authority under any Federal or state law before such shares may be so issued, the Issuer shall in good faith use its best efforts as expeditiously as possible at its expense to cause such shares to be duly registered or qualified.
If the Issuer shall list any shares of Common Stock on any securities exchange or market it shall, at its expense, list thereon, maintain and increase when necessary such listing of, all shares of Warrant Stock from time to time issued upon exercise
of this Warrant or as otherwise provided hereunder, and, to the extent permissible under the applicable securities exchange rules, all unissued shares of Warrant Stock which are at any time issuable hereunder, so long as any shares of Common Stock
shall be so listed. The Issuer shall also so list on each securities exchange or market, and shall maintain such listing of, any other securities which the Holder of this Warrant shall be entitled to receive upon the exercise of this Warrant if at
the time any securities of the same class shall be listed on such securities exchange or market by the Issuer. 
  
 (c)  Covenants.    The Issuer shall not by any action including, without limitation, amending the Restated Certificate of Incorporation or the By-laws of the Issuer, or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of the Holder hereof against dilution (to the extent specifically provided herein) or impairment. Without limiting the
generality of the foregoing, the Issuer will (i) not permit the par value, if any, of its Common Stock to exceed the then effective Warrant Price, (ii) not amend or modify any provision of the Restated Certificate of Incorporation or By-laws of the
Issuer in any manner that would adversely affect in any way the powers, preferences or relative participating, optional or other special rights of the Common Stock or which would adversely affect the rights of the Holder of the Warrant, (iii) take
all such action as may be reasonably necessary in order that the Issuer may validly and legally issue fully paid and nonassessable shares of Common Stock, free and clear of any liens, claims, encumbrances and restrictions (other than as provided
herein) upon the exercise of this Warrant, and (iv) use its best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be reasonably necessary to enable the Issuer to
perform its obligations under this Warrant. 

 
 5 








  
 (d)  Loss, Theft, Destruction of
Warrants.    Upon receipt of evidence satisfactory to the Issuer of the ownership of and the loss, theft, destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction, upon receipt of
indemnity or security satisfactory to the Issuer or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Issuer will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant
of like tenor and representing the right to purchase the same number of shares of Common Stock. 
  
 (e)  Rights and Obligations under existing Registration Rights Agreement.    The shares of Warrant Stock are entitled to the benefits and subject to the terms of the Registration Rights Agreement,
dated as of June 28, 2001, by and among the Issuer and the investors listed on the signature pages thereof (as amended from time to time, the “Registration Rights Agreement”), which Agreement is incorporated by reference herein and
shall have the same effect as if set forth herein; provided, however, that with respect to this Warrant: (i) the “Filing Date” as defined therein shall be such date requested by the Holder of this Warrant upon 45 days advance
written notice to the Issuer, which Filing Date shall not in any event be earlier than February 15, 2003. The Issuer shall keep or cause to be kept a copy of the Registration Rights Agreement, and any amendments thereto, at its chief executive
office and shall furnish, without charge, copies thereof to the Holder upon request. 
  
 4.  Adjustment
of Warrant Price and Warrant Share Number.    The number and kind of Securities purchasable upon the exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time upon the happening of
certain events as follows: 
  
 (a)  Recapitalization; Reorganization; Reclassification; Consolidation;
Merger or Sale. 
  
 (i)  In case the Issuer after the Original Issue Date shall do any
of the following (each, a “Triggering Event”): (a) consolidate with or merge into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person
to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any
other Person or cash or any other property, or (c) transfer, sell or otherwise dispose all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then,
and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled (x) upon the exercise hereof at any time
after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, or is redeemed in connection with such Triggering Event, to receive at the Warrant Price in effect at the time immediately
prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the
consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto, subject to adjustments and increases (subsequent to such corporate action) as nearly equivalent as possible to the


 
 6 








  
 adjustments provided for in Section 4 hereof or (y) to sell this Warrant (or, at
such Holder’s election, a portion hereof) concurrently with the Triggering Event to the Person continuing after or surviving such Triggering Event, or to the Issuer (if Issuer is the continuing or surviving Person) at a sales price equal to the
amount of cash, property and/or Securities to which a holder of the number of shares of Common Stock which would otherwise have been delivered upon the exercise of this Warrant would have been entitled upon the effective date or closing of any such
Triggering Event (the “Event Consideration”), less the amount or portion of such Event Consideration having a fair value equal to the aggregate Warrant Price applicable to this Warrant or the portion hereof so sold. 

 
 (ii)  Notwithstanding anything contained in this Warrant to the contrary, the Issuer will not effect
any Triggering Event unless, prior to the consummation thereof, each Person (other than the Issuer) which may be required to deliver any Securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written
instrument delivered to, and reasonably satisfactory to, the Holder of this Warrant, (A) the obligations of the Issuer under this Warrant (and if the Issuer shall survive the consummation of such Triggering Event, such assumption shall be in
addition to, and shall not release the Issuer from, any continuing obligations of the Issuer under this Warrant) and (B) the obligation to deliver to such Holder such shares of Securities, cash or property as, in accordance with the foregoing
provisions of this subsection (a), such Holder shall be entitled to receive, and such Person shall have similarly delivered to such Holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such Holder, stating
that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or property which such Person may be
required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. 
  
 (iii)  If with respect to any Triggering Event, the Holder of this Warrant has exercised its right as provided in clause (y) of subparagraph (i) of this subsection (a) to sell this Warrant or a portion thereof, the Issuer
agrees that as a condition to the consummation of any such Triggering Event the Issuer shall secure such right of Holder to sell this Warrant to the Person continuing after or surviving such Triggering Event and the Issuer shall not effect any such
Triggering Event unless upon or prior to the consummation thereof the amounts of cash, property and/or Securities required under such clause (y) are delivered to the Holder of this Warrant. The obligation of the Issuer to secure such right of the
Holder to sell this Warrant shall be subject to such Holder’s reasonable cooperation with the Issuer, including, without limitation, the giving of customary representations and warranties to the purchaser in connection with any such sale. Prior
notice of any Triggering Event shall be given to the Holder of this Warrant in accordance with Section 11 hereof. 
  
 (b)  Subdivision or Combination of Shares.    If the Issuer, at any time while this Warrant is outstanding, shall subdivide or combine any shares of Common Stock, (i) in case of subdivision of
shares, the Warrant Price shall be proportionately reduced (as at the effective date of such subdivision or, if the Issuer shall take a record of holders of its Common Stock for the purpose of so subdividing, as at the applicable record date,
whichever is earlier) to reflect the 

 
 7 








  
 increase in the total number of shares of Common Stock outstanding as a result of such subdivision, or
(ii) in the case of a combination of shares, the Warrant Price shall be proportionately increased (as at the effective date of such combination or, if the Issuer shall take a record of holders of its Common Stock for the purpose of so combining, as
at the applicable record date, whichever is earlier) to reflect the reduction in the total number of shares of Common Stock outstanding as a result of such combination. 
  
 (c)  Certain Dividends and Distributions.    If the Issuer, at any time while this Warrant is outstanding, shall: 

 
 (i)  Stock Dividends.    Pay a dividend in, or make any other distribution
to its stockholders of, shares of Common Stock, the Warrant Price shall be adjusted, as at the date the Issuer shall take a record of the holders of the Issuer’s Capital Stock for the purpose of receiving such dividend or other distribution (or
if no such record is taken, as at the date of such payment or other distribution), to that price determined by multiplying the Warrant Price in effect immediately prior to such record date (or if no such record is taken, then immediately prior to
such payment or other distribution), by a fraction (1) the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to such dividend or distribution, and (2) the denominator of which shall be the total
number of shares of Common Stock outstanding immediately after such dividend or distribution (plus in the event that the Issuer paid cash for fractional shares, the number of additional shares which would have been outstanding had the Issuer issued
fractional shares in connection with said dividends); or 
  
 (ii)  Other
Dividends.    Pay a dividend on, or make any distribution of its assets upon or with respect to (including, but not limited to, a distribution of its property as a dividend in liquidation or partial liquidation or by way of
return of capital), the Common Stock (other than as described in clause (i) of this subsection (c)), or in the event that the Company shall offer options or rights to subscribe for shares of Common Stock, or issue any Common Stock Equivalents, to
all of its holders of Common Stock, then on the record date for such payment, distribution or offer or, in the absence of a record date, on the date of such payment, distribution or offer, the Holder shall receive what the Holder would have received
had it exercised this Warrant in full immediately prior to the record date of such payment, distribution or offer or, in the absence of a record date, immediately prior to the date of such payment, distribution or offer. 
  
 (d)  Issuance of Additional Shares of Common Stock.    If the Issuer, at any time while this Warrant
is outstanding, shall issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration,
then the Warrant Price upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying the Warrant Price then in effect by a fraction: 
  
 (i)  the numerator of which shall be equal to the sum of (A) the number of shares of Common Stock outstanding immediately prior to the issuance of
such Additional Shares of Common Stock plus (B) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such 

 
 8 








  
 Additional Shares of Common Stock so issued would purchase at a price per share
equal to the Warrant Price then in effect, and 
  
 (ii)  the denominator of which shall be
equal to the number of shares of Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock. 
  
 The provisions of this subsection (d) shall not apply under any of the circumstances for which an adjustment is provided in subsection (a), (b) or (c) of this Section 4. No adjustment of the Warrant Price shall be made under
this subsection (d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to any Common Stock Equivalent if upon the issuance of such Common Stock Equivalent (X) any adjustment shall have been made pursuant to
subsection (e) of this Section 4 or (Y) no adjustment was required pursuant to subsection (e) of this Section 4. No adjustment of the Warrant Price shall be made under this subsection (d) in an amount less than $.01 per share, but any such lesser
adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment, if any, which together with any adjustments so carried forward shall amount to $.01 per share or more, provided that upon any
adjustment of the Warrant Price as a result of any dividend or distribution payable in Common Stock or Convertible Securities or the reclassification, subdivision or combination of Common Stock into a greater or smaller number of shares, the
foregoing figure of $.01 per share (or such figure as last adjusted) shall be adjusted (to the nearest one-half cent) in proportion to the adjustment in the Warrant Price. 
  
 (e)  Issuance of Common Stock Equivalents. 
  
 (i)  If the Issuer, at any time while this Warrant is outstanding, shall issue any Common Stock Equivalent and the price per share for which Additional Shares of Common Stock may be issuable
thereafter pursuant to such Common Stock Equivalent shall be less than the Warrant Price then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable
thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant Price in effect at the time of such amendment, then the Warrant Price upon each such issuance or amendment shall be adjusted as provided in the first
sentence of subsection (d) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock
Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of
actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance
of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant Price shall be made under this subsection (e) upon the issuance of any Convertible Security which is issued pursuant to the exercise of
any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (e). 

 
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 (i)  Notwithstanding the foregoing, in the event the
Warrant Price is required to be reduced in accordance with this subsection (e), if the aggregate number of shares of Common Stock issuable upon exercise of this Warrant would exceed the maximum number of shares of Common Stock which could be issued
without obtaining stockholder approval if and as required pursuant to Nasdaq Stock Market Rule 4350(i)(C) or (D), then, unless such stockholder approval shall have been obtained, the Warrant Price shall be reduced only to the extent that the number
of shares of Common Stock issuable upon conversion of the Warrant would not exceed such maximum number of shares of Common Stock which could be issued without obtaining stockholder approval. 
  
 (f)  Purchase of Common Stock by the Issuer.    If the Issuer at any time while this Warrant is outstanding shall, directly or
indirectly through a Subsidiary or otherwise, purchase, redeem or otherwise acquire any shares of Common Stock at a price per share greater than the Per Share Market Value then in effect, then the Warrant Price upon each such purchase, redemption or
acquisition shall be adjusted to that price determined by multiplying such Warrant Price by a fraction (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such purchase, redemption or acquisition
minus the number of shares of Common Stock which the aggregate consideration for the total number of such shares of Common Stock so purchased, redeemed or acquired would purchase at the Per Share Market Value; and (ii) the denominator of which shall
be the number of shares of Common Stock outstanding immediately after such purchase, redemption or acquisition. For the purposes of this subsection (f), the date as of which the Per Share Market Value shall be computed shall be the earlier of (x)
the date on which the Issuer shall enter into a firm contract for the purchase, redemption or acquisition of such Common Stock, or (y) the date of actual purchase, redemption or acquisition of such Common Stock. For the purposes of this subsection
(f), a purchase, redemption or acquisition of a Common Stock Equivalent shall be deemed to be a purchase of the underlying Common Stock, and the computation herein required shall be made on the basis of the full exercise, conversion or exchange of
such Common Stock Equivalent on the date as of which such computation is required hereby to be made, whether or not such Common Stock Equivalent is actually exercisable, convertible or exchangeable on such date. 
  
 (g)  Other Provisions Applicable to Adjustments Under this Section 4.    The following provisions
shall be applicable to the making of adjustments in the Warrant Price hereinbefore provided in Section 4: 
  
 (i)  Computation of Consideration.    The consideration received by the Issuer shall be deemed to be the following: to the extent that any Additional Shares of Common Stock or any Common Stock
Equivalents shall be issued for a cash consideration, the consideration received by the Issuer therefor, or if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the subscription price, or,
if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the public offering price, in any such case excluding any amounts paid or receivable for
accrued interest or accrued dividends and without deduction of any compensation, discounts, commissions, or expenses paid or incurred by the Issuer for or in connection with the underwriting thereof or otherwise in 

 
 10 








  
 connection with the issue thereof; to the extent that such issuance shall be for
a consideration other than cash, then, except as herein otherwise expressly provided, the fair market value of such consideration at the, time of such issuance as determined in good faith by the Board. The consideration for any Additional Shares of
Common Stock issuable pursuant to any Common Stock Equivalents shall be the consideration received by the Issuer for issuing such Common Stock Equivalents, plus the additional consideration payable to the Issuer upon the exercise, conversion or
exchange of such Common Stock Equivalents. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents in payment or satisfaction of any dividend upon any class of Capital Stock of the Issuer other than
Common Stock, the Issuer shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents a consideration equal to the amount of such dividend so paid or satisfied. In any case in which the consideration to be
received or paid shall be other than cash, the Board shall notify the Holder of this Warrant of its determination of the fair market value of such consideration prior to payment or accepting receipt thereof. If, within thirty days after receipt of
said notice, the Holder shall notify the Board in writing of its objection to such determination, a determination of the fair market value of such consideration shall be made by an Independent Appraiser selected by the Holder with the approval of
the Board (which approval shall not be unreasonably withheld), whose fees and expenses shall be paid by the Issuer. 
  
 (ii)  Readjustment of Warrant Price.    Upon the expiration or termination of the right to convert, exchange or exercise any Common Stock Equivalent the issuance of which effected an
adjustment in the Warrant Price, if such Common Stock Equivalent shall not have been converted, exercised or exchanged in its entirety, the number of shares of Common Stock deemed to be issued and outstanding by reason of the fact that they were
issuable upon conversion, exchange or exercise of any such Common Stock Equivalent shall no longer be computed as set forth above, and the Warrant Price shall forthwith be readjusted and thereafter be the price which it would have been (but
reflecting any other adjustments in the Warrant Price made pursuant to the provisions of this Section 4 after the issuance of such Common Stock Equivalent) had the adjustment of the Warrant Price been made in accordance with the issuance or sale of
the number of Additional Shares of Common Stock actually issued upon conversion, exchange or issuance of such Common Stock Equivalent and thereupon only the number of Additional Shares of Common Stock actually so issued shall be deemed to have been
issued and only the consideration actually received by the Issuer (computed as in clause (i) of this subsection (g)) shall be deemed to have been received by the Issuer. 
  
 (iii)  Outstanding Common Stock.    The number of shares of Common Stock at any time outstanding shall (A) not include
any shares thereof then directly or indirectly owned or held by or for the account of the Issuer or any of its Subsidiaries, and (B) be deemed to include all shares of Common Stock then issuable upon conversion, exercise or exchange of any then
outstanding Common Stock Equivalents or any other evidences of indebtedness, shares of Capital Stock or other Securities which are or may be at any time convertible into or exchangeable for shares of Common Stock or Other Common Stock. 

 
 (h)  Other Action Affecting Common Stock.    In case after the Original Issue Date the
Issuer shall take any action affecting its Common Stock, other than an action described 

 
 11 








  
 in any of the foregoing subsections (a) through (g) of this Section 4, inclusive, and the failure to
make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principle of this Section 4, then the Warrant Price shall be adjusted in such manner and at such time as the
Board may in good faith determine to be equitable in the circumstances. 
  
 (i)  Adjustment of Warrant
Share Number.    Upon each adjustment in the Warrant Price pursuant to any of the foregoing provisions of this Section 4, the Warrant Share Number shall be adjusted, to the nearest one hundredth of a whole share, to the
product obtained by multiplying the Warrant Share Number immediately prior to such adjustment in the Warrant Price by a fraction, the numerator of which shall be the Warrant Price immediately before giving effect to such adjustment and the
denominator of which shall be the Warrant Price immediately after giving effect to such adjustment. If the Issuer shall be in default under any provision contained in Section 3 of this Warrant so that shares issued at the Warrant Price adjusted in
accordance with this Section 4 would not be validly issued, the adjustment of the Warrant Share Number provided for in the foregoing sentence shall nonetheless be made and the Holder of this Warrant shall be entitled to purchase such greater number
of shares at the lowest price at which such shares may then be validly issued under applicable law. Such exercise shall not constitute a waiver of any claim arising against the Issuer by reason of its default under Section 3 of this Warrant.

  
 (j)  Form of Warrant after Adjustments.    The form of this Warrant need not
be changed because of any adjustments in the Warrant Price or the number and kind of Securities purchasable upon the exercise of this Warrant. 
  
 5.  Notice of Adjustments.    Whenever the Warrant Price or Warrant Share Number shall be adjusted pursuant to Section 4 hereof (for purposes of this Section 5,
each an “adjustment”), the Issuer shall cause its Chief Financial Officer to prepare and execute a certificate setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by
which such adjustment was calculated (including a description of the basis on which the Board made any determination hereunder), the calculations made in connection therewith and the Warrant Price and Warrant Share Number after giving effect to such
adjustment, and shall cause copies of such certificate to be delivered to the Holder of this Warrant promptly after each adjustment. Any dispute between the Issuer and the Holder of this Warrant with respect to the matters set forth in such
certificate may at the option of the Holder of this Warrant be submitted to one of the national or regional accounting firms selected by the Holder, provided that the Issuer shall have ten days after receipt of notice from such Holder of its
selection of such firm to object thereto, in which case such Holder shall select another such firm and the Issuer shall have no such right of objection. The firm selected by the Holder of this Warrant as provided in the preceding sentence shall be
instructed to deliver a written opinion as to such matters to the Issuer and such Holder within thirty days after submission to it of such dispute. Such opinion shall be final and binding on the parties hereto. The fees and expenses of such
accounting firm shall be paid by the Issuer. 
  
 6.  Fractional Shares.    No
fractional shares of Warrant Stock will be issued in connection with and exercise hereof, but in lieu of such fractional shares, the Issuer shall make a 

 
 12 








  
 cash payment therefor equal in amount to the product of the applicable fraction multiplied by the Per
Share Market Value then in effect. 
  
 7.  Definitions.    For the purposes of
this Warrant, the following terms have the following meanings: 
  
 “Additional Shares of
Common Stock” means all shares of Common Stock issued by the Issuer after the Original Issue Date, and all shares of Other Common Stock, if any, issued by the Issuer after the Original Issue Date, except the Warrant Stock, Common Stock
reserved for issuance upon exercise of existing stock options issued under any employee incentive stock option, and Common Stock issued upon exercise of options and warrants authorized by the Board prior to the Closing Date. 
  
 “Board” shall mean the Board of Directors of the Issuer. 
  
 “Capital Stock” means and includes (i) any and all shares, interests, participations or other equivalents
of or interests in (however designated) corporate stock, including, without limitation, shares of preferred or preference stock, (ii) all partnership interests (whether general or limited) in any Person which is a partnership, (iii) all membership
interests or limited liability company interests in any limited liability company, and (iv) all equity or ownership interests in any Person of any other type. 
  
 “Restated Certificate of Incorporation” means the Restated Certificate of Incorporation of the Issuer as in effect on the Original Issue
Date, and as hereafter from time to time amended, modified, supplemented or restated in accordance with the terms hereof and thereof and pursuant to applicable law. 
  
 “Common Stock” means the Common Stock, $.01 par value, of the Issuer and any other Capital Stock into which such stock may hereafter be
changed. 
  
 “Common Stock Equivalent” means any Convertible Security or warrant,
option or other right to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Security. 
  
 “Convertible Securities” means evidences of indebtedness, shares of Capital Stock or other Securities which are or may be at any time convertible into or exchangeable for Additional Shares of Common Stock.
The term “Convertible Security” means one of the Convertible Securities. 
  
 “Governmental Authority” means any governmental, regulatory or self-regulatory entity, department, body, official, authority, commission, board, agency or instrumentality, whether Federal, state or local, and whether
domestic or foreign. 
  
 “Holder” mean the Person who shall from time to time own
this Warrant. 

 
 13 








  
 “Independent Appraiser” means a nationally
recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing (which may not include the firm that regularly examines the financial statements of the Issuer) that is regularly engaged
in the business of appraising the Capital Stock or assets of corporations or other entities as going concerns, and which is not affiliated with either the Issuer or the Holder of any Warrant. 
  

“Issuer” means JLM Industries, Inc., a Delaware corporation, and its successors. 
  

“Original Issue Date” means August 26, 2002. 
  
 “Other Common Stock” means any other Capital Stock of the Issuer of any class which shall be authorized at any time after the date of this
Warrant (other than Common Stock) and which shall have the right to participate in the distribution of earnings and assets of the Issuer without limitation as to amount. 
  
 “OTC Bulletin Board” means the over-the-counter electronic bulletin board. 
  
 “Person” means an individual, corporation, limited liability company, partnership, joint stock company, trust, unincorporated organization,
joint venture, Governmental Authority or other entity of whatever nature. 
  
 “Per Share
Market Value” means on any particular date (a) the last sales price per share of the Common Stock on such date the Nasdaq National Market or other registered national stock exchange on which the Common Stock is then listed or if there is no
such price on such date, then the closing bid price on such exchange or quotation system on the date nearest proceeding such date, or (b) if the Common Stock is not listed then on The Nasdaq National Market or any registered national stock exchange,
the closing bid price for a share of Common Stock in the over-the-counter market, as reported by the OTC Bulletin Board or in the National Quotation Bureau Incorporated (or similar organization or agency succeeding to its functions of reporting
prices) at the close of business on such date, or (c) if the Common Stock is not then reported by the OTC Bulletin Board or the National Quotation Bureau Incorporated (or similar organization or agency succeeding to its functions of reporting
prices), then the average of the “Pink Sheet” quotes for the relevant conversion period, as determined in good faith by the holder, or (d) if the Common Stock is not then publicly traded, the fair market value of a share of Common Stock as
determined by an Independent Appraiser selected in good faith by the Holder; provided, however, that the Issuer, after receipt of the determination by such Independent Appraiser, shall have the right to select an additional Independent Appraiser, in
which case, the fair market value shall be equal to the average of the determinations by each such Independent Appraiser; and provided, further that all determinations of the Per Share Market Value shall be appropriately adjusted for any stock
dividends, stock splits or other similar transactions during such period. The Issuer shall pay all costs and expenses of each Independent Appraiser. The determination of fair market value by an Independent Appraiser shall be based upon the fair
market value of the Issuer determined on a going concern basis as between a willing buyer and a willing seller and taking into account all relevant factors determinative of value, and shall be final and binding on all parties. In determining the
fair market value of any shares of Common 

 
 14 








  
 Stock, no consideration shall be given to any restrictions on transfer of the
Common Stock imposed by agreement or by Federal or state securities laws, or to the existence or absence of, or any limitations on, voting rights. 
  
 “Registration Rights Agreement” has the meaning specified in Section 3(e) hereof. 
  

“Securities” means any debt or equity securities of the Issuer, whether now or hereafter authorized, any instrument convertible into
or exchangeable for Securities or a Security, and any option, warrant or other right to purchase or acquire any Security. 
  
 “Securities Act” means the Securities Act of 1933, as amended, or any similar federal statute then in effect. 
  
 “Security” means one of the Securities. 
  
 “Subsidiary” means any corporation a majority of whose outstanding Voting Stock shall at the time be owned directly or indirectly by the
Issuer or by one or more of its Subsidiaries, or by the Issuer and one or more of its Subsidiaries. 
  
 “Trading Day” means (a) a day on which the Common Stock is traded on The Nasdaq National Market as reported by Bloomberg L.P., or (b) if the Common Stock is not listed on The Nasdaq National Market, a day on which
the Common Stock is traded on any other registered national stock exchange, or (c) if the Common Stock is not quoted on the OTC Bulletin Board, a day on which the Common Stock is quoted in the over-the-counter market as reported by the National
Quotation Bureau Incorporated (or any similar organization or agency succeeding its functions of reporting prices); provided, however, that in the event that the Common Stock is not listed or quoted as set forth in (a), (b) and (c) hereof, then
Trading Day shall mean any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other government action to close. 

 
 “Term” has the meaning specified in Section 1 hereof. 
  
 “Warrant Value” shall be equal to (A) the aggregate Per Share Market Value of the Warrant Stock issuable
upon exercise of this Warrant (or the specified portion hereof) on the date of exercise, less (B) the aggregate Exercise Price of the Warrant Stock immediately prior to the exercise of the Warrant. 
  
 “Voting Stock”, as applied to the Capital Stock of any corporation, means Capital Stock of any class or
classes (however designated) having ordinary voting power for the election of a majority of the members of the Board of Directors (or other governing body) of such corporation, other than Capital Stock having such power only by reason of the
happening of a contingency. 

 
 15 








  
 “Warrant Price” means $1.20 per share, provided,
however, that if the Registration Statement (as defined in the Registration Rights Agreement) is not declared effective within one hundred twenty (180) days after the Filing Date, the Warrant Price shall be reduced by 1.5% and by an additional 1.5%
for each thirty day period thereafter until the Registration Statement has been declared effective, which shall be pro rated for such periods less than thirty (30) days. 
  
 “Warrant Share Number” means at any time the aggregate number of shares of Warrant Stock which may at such time be purchased upon exercise
of this Warrant, after giving effect to all prior adjustments and increases to such number made or required to be made under the terms hereof. 
  
 “Warrant Stock” means Common Stock issuable upon exercise of this Warrant. 
  
 8.  Other Notices.    In case at any time: 
  
 (A)  the Issuer shall make any distributions to the holders of Common Stock; or 
  
 (B)  the Issuer shall authorize the granting to all holders of its Common Stock of rights to subscribe for or purchase any shares of Capital Stock of any class or of any Common Stock
Equivalents or Convertible Securities or other rights; or 
  
 (C)  there shall be any
reclassification of the Capital Stock of the Issuer; or 
  
 (D)  there shall be any capital
reorganization by the Issuer; or 
  
 (E)  there shall be any (i) consolidation or merger
involving the Issuer or (ii) sale, transfer or other disposition of all or substantially all of the Issuer’s property, assets or business (except a merger or other reorganization in which the Issuer shall be the surviving corporation and its
shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned Subsidiary); or 
  
 (F)  there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Issuer or any partial liquidation of the Issuer or
distribution to holders of Common Stock; 
  
 then, in each of such cases, the Issuer shall give written notice to the Holder of the date on
which (i) the books of the Issuer shall close or a record shall be taken for such dividend, distribution or subscription rights or (ii) such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or
winding-up, as the case may be, shall take place. Such notice also shall specify the date as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange
their certificates for Common Stock for securities or other property deliverable upon such 

 
 16 








  
 reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or
winding-up, as the case may be. Such notice shall be given at least twenty days prior to the action in question and not less than twenty days prior to the record date or the date on which the Issuer’s transfer books are closed in respect
thereto. The Issuer shall give to the Holder notice of all meetings and actions by written consent of its stockholders, at the same time in the same manner as notice of any meetings of stockholders is required to be given to stockholders who do not
waive such notice (or, if such requires no notice, then two Trading Days written notice thereof describing the matters upon which action is to be taken). The Holder shall have the right to send two representatives selected by it to each meeting, who
shall be permitted to attend, but not vote at, such meeting and any adjournments thereof. This Warrant entitles the Holder to receive copies of all financial and other information distributed or required to be distributed to the holders of the
Common Stock. 
  
 9.  Amendment and Waiver.    No term, covenant, agreement or
condition in this Warrant may be amended, or compliance therewith waived (either generally or in a particular instance and either retroactively or prospectively), without a written instrument or written instruments executed by the Issuer and the
Holder. 
  
 10.  Governing Law.    THIS WARRANT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.  
  
 11.  Notices.    Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earlier
of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified for notice prior to 5:00 p.m., New York City time, on a business day, (ii) the business day after the date of
transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified for notice later than 5:00 p.m., New York City time, on any date and earlier than 11:59 p.m., New York City time, on such date,
(iii) the business day following the date of mailing, if sent by nationally recognized overnight courier service or (iv) actual receipt by the party to whom such notice is required to be given. The addresses for such communications shall be with
respect to the Holder of this Warrant or of Warrant Stock issued pursuant hereto, addressed to such Holder at its last known address or facsimile number appearing on the books of the Issuer maintained for such purposes, or with respect to the
Issuer, addressed to: 
  
 JLM Industries, Inc. 
 8675 Hidden River Parkway 
 Tampa, FL 33637

 Attn: Chief Financial Officer 
 Tel.: (813) 632-3300 
 Fax: (813) 632-3301 
  
 or to such other address or addresses or facsimile number or numbers as any such party may most recently have designated in writing to the other parties hereto by such notice. Copies of notices to the
Holder shall be sent to: 

 
 17 








  
 Brown Raysman Millstein Felder & Steiner LLP 

900 Third Avenue 
 New York, New York
10022 
 Attn.: David M. Warburg, Esq. 
 Tel.: (212) 895-2240 
 Fax: (212) 895-2900 
  
 12.  Warrant Agent.    The Issuer shall, by written notice to each Holder of this Warrant, appoint an agent having an office in New
York, New York for the purpose of issuing shares of Warrant Stock on the exercise of this Warrant pursuant to subsection (b) of Section 2 hereof, exchanging this Warrant pursuant to subsection (d) of Section 2 hereof or replacing this Warrant
pursuant to subsection (d) of Section 3 hereof, or any of the foregoing, and thereafter any such issuance, exchange or replacement, as the case may be, shall be made at such office by such agent. 
  

13.  Remedies.    The Issuer stipulates that the remedies at law of the Holder of this Warrant in the event of any default or
threatened default by the Issuer in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate and that, to the fullest extent permitted by law, such terms may be specifically enforced by a decree for the
specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise. 
  
 14.  Successors and Assigns.    This Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors and assigns of the Issuer, the Holder hereof
and (to the extent provided herein) the holders of Warrant Stock issued pursuant hereto, and shall be enforceable by any such Holder hereof or holder of Warrant Stock. 
  
 15.  Modification and Severability.    If, in any action before any court or agency legally empowered to enforce any provision
contained herein, any provision hereof is found to be unenforceable, then such provision shall be deemed modified to the extent necessary to make it enforceable by such court or agency. If any such provision is not enforceable as set forth in the
preceding sentence, the unenforceability of such provision shall not affect the other provisions of this Warrant, but this Warrant shall be construed as if such unenforceable provision had never been contained herein. 
  
 16.  Headings.    The headings of the Sections of this Warrant are for convenience of reference only
and shall not, for any purpose, be deemed a part of this Warrant. 
  
 IN WITNESS WHEREOF, the Issuer has
executed this Warrant as of the day and year first above written. 
  
 
	 JLM INDUSTRIES, INC.
 
	 
	 By:
 	 	 /s/    MICHAEL MOLINA 
 

	  	 	 Michael Molina
 Chief Financial
Officer
 

 

 
 18 








  
  
 EXERCISE FORM 
  
 JLM INDUSTRIES, INC. 
  
 The undersigned             , pursuant to the provisions of the within Warrant, hereby elects to purchase
             shares of Common Stock of              covered by the within Warrant. 
  
 
	 
	 Signature:
 	 	  
 

	 
	 Address:
 	 	  
 

	 
	  	 	 


 
  
 Dated: 
  
 ASSIGNMENT 
  
 FOR VALUE RECEIVED,            hereby sells, assigns and transfers unto            the within Warrant and all
rights evidenced thereby and does irrevocably constitute and appoint            , attorney, to transfer the said Warrant on the books of the within named corporation. 

 
 
	 
	 Signature:
 	 	  
 

	 
	 Address:
 	 	  
 

	 
	  	 	 


 
  
 Dated: 
  
 PARTIAL ASSIGNMENT 
  
 FOR VALUE RECEIVED,            hereby sells, assigns and transfers unto            the right to
purchase        shares of Warrant Stock evidenced by the within Warrant together with all rights therein, and does irrevocably constitute and
appoint                , attorney, to transfer that part of the said Warrant on the books of the within named corporation. 
  
 
	 
	 Signature:
 	 	  
 

	 
	 Address:
 	 	  
 

	 
	  	 	 


 
  
 Dated: 







  
 FOR USE BY THE ISSUER ONLY: 
  

This Warrant No. W-    cancelled (or transferred or exchanged) this    day
of                ,            , shares of Common Stock issued therefor in the name
of                                , Warrant No. W-    issued
for            shares of Common Stock in the name
of                                .