Exhibit 10.28


 


COMMON SHARES PURCHASE WARRANT


 


THE
SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) OR THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT
BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS.
THIS WARRANT MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED
OF EXCEPT PURSUANT TO THE PROVISIONS OF THIS WARRANT.


 


Date of Issuance: December 10, 2009


 


AMERICOLD REALTY TRUST


 


Warrant to Purchase Common Shares


 


(Void after December 10, 2016)


 


Americold
Realty Trust, a Maryland real estate investment trust (the “Trust”), for value received, hereby certifies and agrees
that Yucaipa American Alliance (Parallel) Fund II, L.P., a Delaware limited
partnership, and/or its assigns (each, a “Holder”), is
entitled, subject to the terms set forth below, to purchase from the Trust, at
any time and from time to time on or after the date hereof (the “Date of Issuance”) and on or before December 10, 2016
at not later than 5:00 p.m. New York time, Four Million Two Hundred
Fifteen Thousand Four Hundred Twenty (4,215,420) of the Trust’s duly
authorized, validly issued, fully paid and nonassessable common shares of
beneficial interest, $0.01 par value per share (including any other class of
shares resulting from successive changes or reclassifications of such Common
Shares as provided herein, the “Common Shares”)
at an exercise price equal to $17.17 per share, as may be adjusted from time to
time pursuant to the provisions of this Warrant (such per share price, the “Exercise Price”). The shares purchasable upon exercise of
this Warrant are hereinafter referred to as the “Warrant
Shares.” The term “Warrant” as
used herein shall include this Warrant and any other warrants delivered in
substitution or exchange therefor, as provided herein.


 


1.                                       Exercise.


 


1.1                                 Method of Exercise


 


1.1.1                                      This Warrant may be exercised by any
Holder, in whole or in part, by surrendering this Warrant, with a Notice of
Exercise in the form of Annex A hereto or Annex B hereto, as
applicable (the “Notice of Exercise”), duly
executed by the Holder or the Holder’s duly authorized attorney, accompanied
by, if the Holder elects not to exercise the Warrant pursuant to Section 1.2,
payment in full, in lawful money of the United States, of the Exercise Price
payable in respect of the number of Warrant Shares purchased upon such
exercise.


 

















 


1.1.2                                      Each exercise of this Warrant shall be
deemed to have been effected immediately prior to the close of business on the
day on which the Notice of Exercise shall be dated and directed to the Trust as
provided in Section 10.  At such
time, the person(s) in whose name(s) any certificates for Warrant
Shares shall be issuable upon such exercise as provided in Section 1.1.3
hereof shall be deemed to have become the holder(s) of record of the
Warrant Shares represented by such certificates.


 


1.1.3                                      As soon as practicable after the exercise
of this Warrant, in full or in part, and in any event within ten (10) days
thereafter, the Trust, at its expense, will cause to be issued in the name of,
and delivered to, the Holder, or as the Holder (upon payment by the Holder of
any applicable transfer taxes) may direct:


 


(a)                                  a certificate or certificates for the
number of full Common Shares to which the Holder shall be entitled upon such
exercise plus, in lieu of any fractional share to which the Holder would
otherwise be entitled, cash in an amount determined pursuant to Section 3
hereof (it being agreed that each certificate so delivered shall be in such
denominations of Common Shares as may be requested by the Holder); and


 


(b)                                 in case such exercise is in part only, a
new warrant or warrants in substantially identical form for the purchase of
that number of Warrant Shares equal to the difference between the number of
Warrant Shares subject to this Warrant and the number of Warrant Shares as to
which this Warrant is so exercised.  In
addition, in the case of an exercise pursuant to Section 1.2 hereof, the
number of Warrant Shares shall also be reduced by the number of Warrant Shares
withheld by the Trust in exchange for the issuance of the number of Warrant
Shares to which the Holder exercises its purchasing rights under this Warrant.


 


1.2                                 Exercise by Surrender of Warrant. 
In addition to the method of payment set forth in Section 1.1 and
in lieu of any cash payment required thereunder, this Warrant may be exercised
by surrendering this Warrant in the manner specified in this Section 1.2
(alone or in combination with the method of payment set forth in Section 1.1),
together with the Notice of Cashless Exercise form appended hereto as Annex
B duly executed by the Holder or by the Holder’s duly authorized
attorney.  Upon exercise pursuant to this
Section 1.2, the Trust shall issue to the Holder the number of Warrant
Shares purchased upon such exercise in exchange for the Trust’s withholding of
the number of Warrant Shares determined in accordance with the following
formula:


 


2

















 


X= Y * (A-B)


A


 


Where:


 


X =                 the number of Common Shares to be issued to
the Holder;


 


Y =                  the number of Warrant Shares purchasable
under this Warrant or, if only a portion of this Warrant is being exercised,
the number of Warrant Shares subject to the applicable Exercise Notice;


 


A =                the Market Value of one (1) Common Share
on the date of exercise;


 


B =                  the Exercise Price of one (1) Warrant
Share (as adjusted to the date of exercise);


 


* =                   multiplied by.


 


As
used herein, the phrase “Market Value” at any date shall be deemed to be the
last reported per share sale price on the trading day immediately preceding the
exercise date, or, in case no such reported sale takes place on such day, the
average of the last reported per share sale prices for the last three (3) trading
days, in either case as officially reported by the principal securities
exchange or “over the counter” (including on the pink sheets or bulletin board)
market on which the Common Shares are listed or admitted to trading, or, if the
Common Shares are not listed or admitted to trading on any national securities
exchange or sold “over the counter”, the fair market value of the Common Shares
as of the date of exercise.


 


2.                                       Shares to be Fully Paid; Reservation of
Shares. The Trust
covenants and agrees that all Common Shares which may be issued upon the
exercise of this Warrant will, upon issuance by the Trust, be validly issued,
fully paid and nonassessable, and free from preemptive rights and free from all
taxes, liens and charges with respect thereto. The Trust further covenants and
agrees that, from and after the Date of Issuance and during the period within
which this Warrant may be exercised, the Trust will at all times have
authorized, and reserved, free from preemptive rights, out of its authorized
but unissued Common Shares, solely for the purpose of effecting the exercise of
this Warrant, a sufficient number of Common Shares to provide for the exercise
of the rights represented by this Warrant.


 


3.                                       Fractional Shares. The Trust shall not be required upon
the exercise of this Warrant to issue any fractional shares or scrip
representing fractional shares.  In lieu
of any fractional share to which the Holder would otherwise be entitled, the
Holder shall be entitled to receive a cash payment equal to the Market Value of
the Common Shares on the last trading day preceding the date of exercise less
the pro-rated Exercise Price for such fractional share.


 


4.                                       Transfers.


 


4.1                                 Transfers. This Warrant and all rights hereunder are
transferable, in whole or in part, upon the surrender of this Warrant with a
properly executed Assignment Form 


 


3

















 


in substantially
the form attached hereto as Annex C (the “Assignment”)
at the principal office of the Trust.


 


4.2                                 Exchange of Warrant upon a Transfer. On surrender of this Warrant for
exchange, properly endorsed on the Assignment, the Trust at its expense shall
issue to or on the order of the Holder a new warrant or warrants of the same
tenor and date as this Warrant, in the name of the Holder or as the Holder (on
payment by the Holder of any applicable transfer taxes) may direct, for the
number of Warrant Shares issuable upon exercise hereof.


 


4.3                                 Rule 144. 
Until such time as the Holder may sell in compliance with the Securities
Act all Common Shares that are held by the Holder, or that could be acquired by
the Holder through the exercise of the Warrant, without a registration
statement under the Securities Act or compliance with Rule 144 under the
Securities Act, the Trust shall take such actions and file such information,
documents and reports as shall be required by the Securities Act and the rules and
regulations promulgated thereunder as a condition to the availability of Rule 144
under the Securities Act.


 


5.                                       Adjustment. 
The Exercise Price and the number of Warrant Shares issuable upon
exercise of this Warrant shall be subject to adjustment from time to time as
set forth in this Section 5; provided, that
if more than one subsection of this Section 5 is applicable to a single
event, the subsection shall be applied that produces the largest adjustment and
no single event shall cause an adjustment under more than on subsection of this
Section 5 so as to result in duplication.


 


5.1                                 Stock Splits, Subdivisions,
Reclassifications or Combinations. If the Trust shall (i) declare and pay a
dividend or make a distribution on its Common Shares payable in additional
Common Shares, (ii) subdivide or reclassify the outstanding Common Shares
into a greater number of shares, or (iii) combine or reclassify the
outstanding Common Shares into a smaller number of shares, the number of
Warrant Shares issuable upon exercise of this Warrant at the time of the record
date for such dividend or distribution or the effective date of such
subdivision, combination or reclassification shall be proportionately adjusted
so that the Holder after such date shall be entitled to purchase the number of
Common Shares which the Holder would have owned or been entitled to receive in
respect of the Warrant Shares underlying this Warrant after such date had this
Warrant been exercised immediately prior to such date.  In such event, the Exercise Price in effect
at the time of the record date for such dividend or distribution or the
effective date of such subdivision, combination or reclassification shall be
adjusted to the number obtained by dividing (x) the product of (1) the
number of Warrant Shares issuable upon the exercise of this Warrant before such
adjustment and (2) the Exercise Price in effect immediately prior to the
record or effective date, as the case may be, for the dividend, distribution,
subdivision, combination or reclassification giving rise to this adjustment by (y) the
new number of Warrant Shares issuable upon exercise of the Warrant determined
pursuant to the immediately preceding sentence.


 


5.2                                 Business Combination. 
In case of any Business Combination or reclassification of the Common
Shares (other than a reclassification of Common Shares 


 


4

















 


referred to in Section 5.1),
the Holder’s right to receive Common Shares upon exercise of this Warrant shall
be converted into the right to exercise this Warrant to acquire the number of
shares of stock or other securities or property (including cash) which the
Common Shares issuable (at the time of such Business Combination or
reclassification) upon exercise of this Warrant immediately prior to such
Business Combination or reclassification would have been entitled to receive
upon consummation of such Business Combination or reclassification; and in any
such case, if necessary, the provisions set forth herein with respect to the
rights and interests thereafter of the Holder shall be appropriately adjusted
so as to be applicable, as nearly as reasonably practicable, to the Holder’s
right to exercise this Warrant in exchange for any shares of stock or other
securities or property pursuant to this paragraph.


 


As used herein, the term “Business Combination”
means a merger, consolidation, statutory share exchange or similar transaction
that requires the approval of the Trust’s shareholders.


 


5.3                                 Extraordinary Distributions. 
If the Trust shall fix a record date for the making of a distribution to
all holders of its Common Shares of securities, evidences of indebtedness,
assets, cash, rights or warrants (excluding Ordinary Distributions, dividends
of Common Shares and other dividends or distributions referred to in Section 5.2)
(an “Extraordinary Distribution”), then in
each such case, the Exercise Price in effect prior to such record date shall be
reduced immediately thereafter to the price determined by multiplying the
Exercise Price in effect immediately prior to such reduction by the quotient of
(x) the Market Value as of the last trading day preceding the first date
on which the Common Stock trades regular way on the principal national
securities exchange or quotation system on which the Common Stock is listed or
admitted to trading without the right to receive such distribution, minus the
amount of cash and/or the cash or fair market value of the securities,
evidences of indebtedness, assets, rights or warrants to be so distributed in
respect of one share of Common Stock divided by (y) such Market Value on
such date specified in clause (x).  Such
adjustment shall be made successively whenever such a record date is fixed.


 


As used herein, the term “Ordinary Distributions”
means all regular periodic dividends on Common Shares, whether paid in cash,
securities or property, or any combination thereof, except extraordinary or
special dividends, provided, that
for any taxable year for which the Trust has elected to be treated as a real
estate investment trust or “REIT” for United States federal income tax
purposes, Ordinary Distributions shall be deemed to equal 125% of the amount of
distributions that the Trust is required to pay to its shareholders with
respect to such year in order to satisfy the requirements for taxation as a
REIT for United States federal income tax purposes, and all dividends and
distributions paid with respect to such year in excess of such deemed amount
shall be treated as Extraordinary Distributions.


 


5.4                                 Tender Offers; Exchange
Offers.  In the event that the Trust or
any subsidiary of the Trust shall purchase Common Shares pursuant to a tender
offer or an exchange offer for a price per Common Share that is greater than
the then current Market Value per Common Share in effect at the end of the
trading day immediately following 


 


5

















 


the day on which such tender offer or exchange offer expires, then the
Trust, or such subsidiary of the Trust, shall, within (10) business days of the
expiry of such tender offer or exchange offer, offer to purchase the Warrant
for equivalent consideration per Common Share based on the number of Warrant
Shares underlying this Warrant at such time (the “Offer”)
(such amount less the Exercise Price in respect of each Warrant Share, the “Per Share Consideration”); provided,
however, that if a
tender offer or exchange offer is made for only a portion of the outstanding
Common Shares, then such Offer shall be made for such Warrant Shares in the
same pro rata proportion as the pro
rata proportion of the outstanding Common Shares for which the tender offer or
exchange offer is made; provided, further, that
the Trust shall not be required to make such an Offer if the Per Share
Consideration is an amount less than the then-existing Exercise Price per
Common Share.  The Offer shall remain
open for a period of twenty (20) business days following its commencement and
no longer, except to the extent that a longer period is required by applicable
law (the “Offer Period”).  If the Offer is accepted in whole or in part
by the Holder, then the Trust shall complete purchase of the Warrant (or
portion thereof) for the applicable Per Share Consideration within five (5) business
days of the end of the Offer Period.


 


5.5                                 Adjustment in Number of Securities. 
Upon each adjustment of the Exercise Price pursuant to the provisions of
this Warrant, the number of securities issuable upon the exercise of each
Warrant shall be adjusted to the nearest whole number by multiplying a number
equal to the Exercise Price in effect immediately prior to such adjustment by
the number of Warrant Shares issuable upon exercise of the Warrants immediately
prior to such adjustment and dividing the product so obtained by the adjusted
Exercise Price.


 


5.6                                 Notice of Adjustment. Upon the occurrence of any event that
requires any adjustment of the Exercise Price or the number of Common Shares
issuable upon exercise of this Warrant or a change in the type of securities or
property to be delivered upon the exercise of this Warrant, then and in each
such case the Trust shall give notice thereof to the Holder in accordance with Section 7.


 


5.7                                 Other Anti-Dilution Provisions. 
If the Trust has issued or issues any securities on or after the Date of
Issuance containing provisions protecting the holders thereof against dilution
in any manner more favorable to such holders thereof than those set forth in
this Warrant, such more favorable portions thereof shall be deemed to be
incorporated herein as if fully set forth in this Warrant and, to the extent
inconsistent with any provisions of this Warrant, shall be deemed to be
substituted therefor.


 


5.8                                 Successive Adjustments. 
Any adjustments made pursuant to this Section 5 shall be made
successively whenever an event referred to herein shall occur.


 


5.9                                 Other Events. 
During the term of this Warrant, if any event occurs as to which the
provisions of this Section 5 are not strictly applicable or, if strictly
applicable, would not, in the good faith judgment of the board of trustees of
the Trust (the “Board”), fairly and adequately
protect the purchase rights of this Warrant in accordance with the essential
intent and principles of such provisions, then the Board shall make such 


 


6

















 


adjustments in the
application of such provisions, in accordance with such essential intent and
principles, as shall be reasonably necessary, in the good faith opinion of the
Board, to protect such purchase rights as aforesaid.


 


6.                                       No Impairment. The Trust will not, by amendment of its
Declaration of Trust or other governing documents or through reorganization,
consolidation, merger, dissolution, sale of assets 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 carry out all such terms and take all such
action as may be reasonably necessary or appropriate in order to protect the
rights of the Holder against impairment.


 


7.                                       Other Notices. 
If at any time:


 


(a)                                  The Trust shall declare any dividend or
distribution upon its Common Shares (other than an Extraordinary Distribution);


 


(b)                                 There shall be any event that requires
any adjustment of the Exercise Price or the number of Common Shares issuable
upon exercise of this Warrant pursuant to Section 5 or a change in the
type of securities or property to be delivered upon the exercise of this
Warrant; or


 


(c)                                  There shall be a voluntary or involuntary
dissolution, liquidation or winding-up of the Trust;


 


then,
in any one or more of said cases, the Trust shall, as provided in Section 10,
give the Holder, (i) at least twenty (20) days prior written notice of the
date on which the books of the Trust shall close or a record shall be taken for
such dividend or for determining rights to vote in respect of any transaction
referred to in the foregoing clauses (b) and (c), and (ii) in the
case of any transaction referred to in the foregoing clauses (b) and (c),
at least twenty (20) days prior written notice of the date when the same shall
take place.  Any notice given in
accordance with the foregoing clause (i) shall also specify, in the case
of any such dividend, the date on which the holders of Common Shares shall be
entitled thereto.  Any notice given in
accordance with the foregoing clause (ii) shall also specify the date on
which the holders of Common Shares shall be entitled to exchange their Common
Shares for securities or other property deliverable upon the applicable
transaction.  All notices required under
the foregoing clause (b) shall state the Exercise Price resulting from all
adjustments required by Section 5 and the increase or decrease, if any, in
the number of Warrant Shares purchasable at such price upon exercise, setting
forth in reasonable detail the method of calculation and the facts upon which
such calculation is based.


 


8.                                       No Rights of Shareholders. 
Subject to other Sections of this Warrant, the Holder shall not be
entitled, by virtue of its ownership of this Warrant, to vote, to receive
dividends or subscription rights, nor shall anything contained herein be
construed to confer upon the Holder, in its capacity as the Holder, any of the
rights of a shareholder of the Trust, including without limitation any right to
vote for the election of directors or upon any matter submitted to 


 


7

















 


shareholders, to give or withhold consent to any
action (whether upon any recapitalization, issuance of stock, reclassification
of stock, change of par value or change of stock to no par value,
consolidation, merger, conveyance, or otherwise), to receive notices, or
otherwise, until the Warrant shall have been exercised as provided herein.


 


9.                                       Replacement of Warrant. Upon receipt of evidence reasonably
satisfactory to the Trust of the loss, theft, destruction or mutilation of this
Warrant and (in the case of loss, theft or destruction) upon delivery of a
customary indemnity agreement, or (in the case of mutilation) upon surrender
and cancellation of this Warrant, the Trust will issue, in lieu thereof, a new
warrant of the same tenor and date.


 


10.                                 Notice.  Any notice,
request, instruction or other document to be given hereunder by any party to
the other will be in writing and will be deemed to have been duly given (a) on
the date of delivery if delivered personally, or by facsimile, upon
confirmation of receipt, or (b) on the second business day following the
date of dispatch if delivered by a recognized next day courier service. All
notices hereunder shall be delivered as set forth below, or pursuant to such
other instructions as may be designated in writing by the party to receive such
notice.


 


If to the Trust, to:


 


Americold
Realty Trust


10 Glenlake Parkway


South Tower, Suite 800


Atlanta, Georgia 30328


Attention: Chief Financial Officer


Telephone: (678) 441-1400


Fax: (678) 387-4774


 


If to the Holder, to:


 


Yucaipa
American Alliance (Parallel) Fund II, L.P.


9130
W. Sunset Boulevard


Los
Angeles, California 90069


Attention:
Robert P. Bermingham


Telephone:
(310) 789-7200


Fax:
(310) 789-1791


 


11.                               Change or Waiver. Any term of this Warrant may be changed
or waived only by an instrument in writing signed by the party against which
enforcement of the change or waiver is sought.


 


12.                               Headings. The headings in this Warrant are for purposes of
reference only and shall not limit or otherwise affect the meaning of any
provision of this Warrant.


 


8

















 


13.                                 Severability. 
If any provision of this Warrant shall be held to be invalid and
unenforceable, such invalidity or unenforceability shall not affect any other
provision of this Warrant.


 


14.                                 Governing Law and Submission to
Jurisdiction.
This Warrant will be governed by and construed in accordance with the laws of
the State of Maryland without regard to principles of conflict or choice of
laws of any jurisdiction.


 


15.                                 Certificate. Upon request by the Holder, the Trust
shall promptly deliver to the Holder a certificate executed by its President or
Chief Financial Officer setting forth the total number of outstanding Common
Shares, convertible debt instruments and options, rights, warrants or other
agreements relating to the purchase of such Common Shares or convertible debt
instruments, together with its calculation of the number of shares remaining
available for issuance upon exercise of this Warrant, and a certificate of the
accuracy of the statements set forth therein.


 


16.                                 Supplements and Amendments. 
This Warrant may be amended only by an instrument in writing signed by
the Holder and the Trust.


 


17.                                 Assignment by the Trust; Successors. 
The Trust may not, without the prior written consent of the Holder,
sell, transfer or assign any of its rights or obligations hereunder.  The Holder may assign this Warrant without
the Trust’s consent.  All the covenants
and provisions of this Warrant shall be binding upon and inure to the benefit
of the Trust and the Holder and their respective permitted successors and
assigns hereunder.


 


18.                                 Benefits of this Warrant. 
Nothing in this Warrant shall be construed to give to any person, entity
or corporation other than the Trust and the Holder any legal or equitable
right, remedy or claim under this Warrant; and this Warrant shall be for the
sole and exclusive benefit of the Trust and the Holder.


 


19.                                 Saturdays, Sunday, Holidays, etc. 
If the last or appointed day for the taking of any action or the
expiration of any right required or granted herein shall not be a business day,
then such action may be taken or such right may be exercised on the next
succeeding business day.


 


[Signature Page Follows]


 


9

















 


IN WITNESS WHEREOF,
Americold Realty Trust has caused this Warrant to be signed by its duly
authorized officer and to be dated on the day and year first written above.


 


	
   

  	
  AMERICOLD REALTY TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jozef Opdeweegh

  
	
   

  	
  Name:

  	
  Jozef Opdeweegh

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  



 


 


	
  ACKNOWLEDGED AND AGREED:

  	
   

  
	
   

  	
   

  
	
  YUCAIPA AMERICAN ALLIANCE
  (PARALLEL) FUND II, L.P.

  
	
   

  	
   

  
	
  By: Yucaipa American Alliance Fund II, LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Robert P. Bermingham

  	
   

  
	
   

  	
  Name: Robert P. Bermingham

  	
   

  
	
   

  	
  Title: Vice President and Secretary

  	
   

  
				



 


[Signature
Page Yucaipa American Alliance (Parallel) Fund II, L.P. Warrant] 


 

















 


ANNEX A


 


NOTICE OF EXERCISE FORM


 


	
  To:

  	
   

  	
   

  	
   

  	
  Dated:

  	
   

  



 


The undersigned, pursuant to the provisions set
forth in the attached Warrant (the “Warrant”),
hereby irrevocably elects to purchase
                        
Warrant Shares (as such term is defined in the Warrant) and herewith makes
payment of
$                        ,
representing the full purchase price for such shares at the exercise price per
share provided for in such Warrant.


 


 


	
   

  	
  Signature:

  
	
   

  	
   

  
	
   

  	
  Address:

  



 

















 


ANNEX B


 


NOTICE OF CASHLESS EXERCISE
FORM


 


	
  To:

  	
   

  	
   

  	
   

  	
  Dated:

  	
   

  



 


The undersigned, pursuant to
the provisions set forth in the attached Warrant (the “Warrant”),
hereby elects to purchase (check applicable
box):


 


o Warrant
Shares (as defined in the Warrant); or


 


o the
maximum number of Warrant Shares issuable under the Warrant pursuant to the
cashless exercise procedure set forth in Section 1.2.


 


 


	
   

  	
  Signature:

  
	
   

  	
   

  
	
   

  	
  Address:

  



 

















 


ANNEX
C


 


ASSIGNMENT FORM


 


FOR VALUE RECEIVED,
                                                                  
hereby sells, assigns and transfers all of the rights of the undersigned under
the attached Warrant (the “Warrant”) with
respect to the number of Warrant Shares (as defined in the Warrant) set forth
below, unto:


 


	
  Name of Assignee

  	
   

  	
  Address

  	
   

  	
  No. of Warrant Shares

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


	
   

  	
  Signature:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Dated:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Witness: