Exhibit
4.6


 


WARRANT
TO PURCHASE STOCK


 


THIS WARRANT AND THE
SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT
AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE
OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER
OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS
EXEMPT FROM REGISTRATION.


 


	
  Company:

  	
   

  	
  GameFly, Inc.

  
	
  Number of Shares:

  	
   

  	
  48,077

  
	
  Class of Stock:

  	
   

  	
  Common

  
	
  Warrant Price:

  	
   

  	
  $0.78 per share

  
	
  Issue Date:

  	
   

  	
  March 1, 2007

  
	
  Expiration Date:

  	
   

  	
  The 10th anniversary
  after the Issue Date.

  
	
  Credit Facility:

  	
   

  	
  This Warrant is issued
  in connection with the Overline Facility referenced in the Loan and Security
  Agreement between Company and Silicon Valley Bank dated January 21, 2003
  (as amended from time to time).

  



 


THIS WARRANT CERTIFIES
THAT, for good and valuable consideration, SILICON VALLEY BANK (Silicon Valley
Bank, together with any registered holder from time to time of this Warrant or
any holder of the shares issuable or issued upon exercise of this Warrant,
“Holder”) is entitled to purchase the number of fully paid and nonassessable
shares of the class of securities (the “Shares”) of the Company at the Warrant
Price, all as set forth above and as adjusted pursuant to Article 2 of
this Warrant, subject to the provisions and upon the terms and conditions set
forth in this Warrant.


 


ARTICLE 1.          EXERCISE.


 


1.1           Method of Exercise. Holder may exercise this Warrant by delivering a
duly executed Notice of Exercise in substantially the form attached as Appendix
1 to the principal office of the Company. Unless Holder is exercising the
conversion right set forth in Article 1.2, Holder shall also deliver to
the Company a check, wire transfer (to an account designated by the Company),
or other from of payment acceptable to the Company for the aggregate Warrant
Price for the Shares being purchased.


 


1.2           Conversion Right. In lieu of exercising this Warrant as specified in
Article 1.1, Holder may from time to time convert this Warrant, in whole
or in part, into a number of Shares determined by dividing (a) the
aggregate fair market value of the Shares or other securities otherwise
issuable upon exercise of this Warrant minus the aggregate Warrant Price of
such Shares by (b) the fair market value of one Share. The fair market
value of the Shares shall be determined pursuant to Article 1.3.


 


1.3           Fair Market Value. If the Company’s common stock is traded in a public
market and the shares are common stock, the fair market value of each Share
shall be the closing price of a Share reported for the business day immediately
before Holder delivers its Notice of Exercise to the Company (or in the
instance where the Warrant is exercised immediately prior to the effectiveness
of the Company’s initial public offering, the “price to public” per share price
specified in the final prospectus relating to such offering). If the Company’s
common stock is


 

















 


traded in a public market
and the Shares are preferred stock, the fair market value of a Share shall be
the closing price of a share of the Company’s common stock reported for the
business day immediately before Holder delivers its Notice of Exercise to the
Company (or, in the instance where the Warrant is exercised immediately prior
to the effectiveness of the Company’s initial public offering, the initial
“price to public” per share price specified in the final prospectus relating to
such offering), in both cases, multiplied by the number of shares of the
Company’s common stock into which a Share is convertible. If the Company’s common
stock is not traded in a public market, the Board of Directors of the Company
shall determine fair market value in its reasonable good faith judgment.


 


1.4           Delivery of Certificate and New Warrant. Promptly after Holder exercises or
converts this Warrant and, if applicable, the Company receives payment of the
aggregate Warrant Price, the Company shall deliver to Holder certificates for
the Shares acquired and, if this Warrant has not been fully exercised or
converted and has not expired, a new Warrant representing the Shares not so
acquired.


 


1.5           Replacement of Warrants. On receipt of evidence reasonably satisfactory to
the Company of the loss, theft, destruction or mutilation of this Warrant and,
in the case of loss, theft or destruction, on delivery of an indemnity
agreement reasonably satisfactory in form and amount to the Company or, in the
case of mutilation, or surrender and cancellation of this Warrant, the Company
shall execute and deliver, in lieu of this Warrant, a new warrant of like
tenor.


 


1.6           Treatment of Warrant Upon Acquisition of Company.


 


1.6.1        “Acquisition”. For the purpose of this Warrant,
“Acquisition” means any sale, license, or other disposition of all or
substantially all of the assets of the Company, or any reorganization,
consolidation, or merger of the Company where the holders of the Company’s
securities before the transaction beneficially own less than 50% of the
outstanding voting securities of the surviving entity after the transaction.


 


1.6.2        Treatment of Warrant at Acquisition.


 


A)           Upon the written request of the Company, Holder agrees
that, in the event of an Acquisition in which the sole consideration is cash,
either (a) Holder shall exercise its conversion or purchase right under
this Warrant and such exercise will be deemed effective immediately prior to
the consummation of such Acquisition or (b) if Holder elects not to
exercise the Warrant, this Warrant will expire upon the consummation of such
Acquisition. The Company shall provide the Holder with written notice of its request
relating to the foregoing (together with such reasonable information as the
Holder may request in connection with such contemplated Acquisition giving rise
to such notice), which is to be delivered to Holder not less than ten
(10) days prior to the closing of the proposed Acquisition.


 


B)            Upon the written request of the Company, Holder agrees
that, in the event of an Acquisition that is an “arms length” sale of all or
substantially all of the Company’s assets (and only its assets) to a third
party that is not an Affiliate (as defined below) of the Company (a “True Asset
Sale”), either (a) Holder shall exercise its conversion or purchase right
under this Warrant and such exercise will be deemed effective immediately prior
to the consummation of such Acquisition or (b) if Holder elects not to
exercise the Warrant, this Warrant will continue until the Expiration Date if
the Company continues as a going concern following the closing of any such True
Asset Sale. The Company shall provide the Holder with written notice of its
request relating to the foregoing (together with such reasonable information as
the Holder may request in connection with such contemplated Acquisition giving
rise to such notice), which is to


 


2

















 


be delivered to Holder
not less than ten (10) days prior to the closing of the proposed
Acquisition.


 


C)            Upon the closing of any Acquisition other than those
particularly described in subsections (A) and (B) above, the
successor entity shall assume the obligations of this Warrant, and this Warrant
shall be exercisable for the same securities, cash, and property as would be
payable for the Shares issuable upon exercise of the unexercised portion of
this Warrant as if such Shares were outstanding on the record date for the
Acquisition and subsequent closing. The Warrant Price and/or number of Shares
shall be adjusted accordingly.


 


As used herein “Affiliate”
shall mean any person or entity that owns or controls directly or indirectly
ten (10) percent or more of the stock of Company, any person or entity
that controls or is controlled by or is under common control with such persons
or entities, and each of such person’s or entity’s officers, directors, joint
venturers or partners, as applicable.


 


ARTICLE 2.          ADJUSTMENTS TO THE SHARES.


 


2.1           Stock Dividends, Splits, Etc. If the Company declares or pays a
dividend on the Shares payable in common stock, or other securities, then upon
exercise of this Warrant, for each Share acquired, Holder shall receive, without
cost to Holder, the total number and kind of securities to which Holder would
have been entitled had Holder owned the Shares of record as of the date the
dividend occurred. If the Company subdivides the Shares by reclassification or
otherwise into a greater number of shares or takes any other action which
increase the amount of stock into which the Shares are convertible, the number
of shares purchasable hereunder shall be proportionately increased and the
Warrant Price shall be proportionately decreased. If the outstanding shares are
combined or consolidated, by reclassification or otherwise, into a lesser
number of shares, the Warrant Price shall be proportionately increased and the
number of Shares shall be proportionately decreased.


 


2.2           Reclassification, Exchange, Combinations or
Substitution.
Upon any reclassification, exchange, substitution, or other event that results
in a change of the number and/or class of the securities issuable upon exercise
or conversion of this Warrant, Holder shall be entitled to receive, upon
exercise or conversion of this Warrant, the number and kind of securities and
property that Holder would have received for the Shares if this Warrant had
been exercised immediately before such reclassification, exchange, substitution,
or other event. Such an event shall include any automatic conversion of the
outstanding or issuable securities of the Company of the same class or series
as the Shares to common stock pursuant to the terms of the Company’s
Certificate of Incorporation upon the closing of a registered public offering
of the Company’s common stock. The Company or its successor shall promptly
issue to Holder an amendment to this Warrant setting forth the number and kind
of such new securities or other property issuable upon exercise or conversion
of this Warrant as a result of such reclassification, exchange, substitution or
other event that results in a change of the number and/or class of securities
issuable upon exercise or conversion of this Warrant. The amendment to this
Warrant shall provide for adjustments which shall be as nearly equivalent as
may be practicable to the adjustments provided for in this Article 2
including, without limitation, adjustments to the Warrant Price and to the
number of securities or property issuable upon exercise of the new Warrant. The
provisions of this Article 2.2 shall similarly apply to successive
reclassifications, exchanges, substitutions, or other events.


 


2.3           Adjustments for Diluting Issuances. The Warrant Price and the number of
Shares issuable upon exercise of this Warrant or, if the Shares are Preferred
Stock, the number of shares of common stock issuable upon conversion of the
Shares, shall be subject to adjustment, from time to time in the manner set
forth in the Company’s Certificate of


 


3

















 


Incorporation as if the
Shares were issued and outstanding on and as of the date of any such required
adjustment. The provisions set forth for the Shares in the Company’s
Certificate of Incorporation relating to the above in effect as of the Issue
Date may not be amended, modified or waived, without the prior written consent
of Holder unless such amendment, modification or waiver affects the rights
associated with the Shares in the same manner as such amendment, modification
or waiver affects the rights associated with all other shares of the same
series and class as the Shares granted to the Holder.


 


2.4           No Impairment. The Company shall not, by amendment of its
Certificate of Incorporation or through a reorganization, transfer of assets,
consolidation, merger, dissolution, issue, or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any
of the terms to be observed or performed under this Warrant by the Company, but
shall at all times in good faith assist in carrying out of all the provisions
of this Article 2 and in taking all such action as may be necessary or
appropriate to protect Holder’s rights under this Article against impairment.


 


2.5           Fractional Shares. No fractional Shares shall be issuable upon exercise
or conversion of the Warrant and the number of Shares to be issued shall be
rounded down to the nearest whole Share. If a fractional share interest arises
upon any exercise or conversion of the Warrant, the Company shall eliminate
such fractional share interest by paying Holder the amount computed by
multiplying the fractional interest by the fair market value of a full Share.


 


2.6           Certificate as to Adjustments. Upon each adjustment of the Warrant
Price, the Company shall promptly notify Holder in writing, and, at the
Company’s expense, promptly compute such adjustment, and furnish Holder with a
certificate of its Chief Financial Officer setting forth such adjustment and
the facts upon which such adjustment is based. The Company shall, upon written
request, furnish Holder a certificate setting forth the Warrant Price in effect
upon the date thereof and the series of adjustments leading to such Warrant
Price.


 


ARTICLE 3.          REPRESENTATIONS AND COVENANTS OF THE COMPANY.


 


3.1           Representations and Warranties. The Company represents and warrants to
the Holder as follows:


 


(a)        The initial Warrant Price referenced on the first
page of this Warrant is not greater than (i) the price per share at
which the Shares were last issued in an arms-length transaction in which at
least $500,000 of the Shares were sold and (ii) the fair market value of
the Shares as of the date of this Warrant, as determined by the Company’s Board
of Directors.


 


(b)        All Shares which may be issued upon the exercise of
the purchase right represented by this Warrant, and all securities, if any,
issuable upon conversion of the Shares, shall, upon issuance, be duly
authorized, validly issued, fully paid and nonassessable, and free of any liens
and encumbrances except for restrictions on transfer provided for herein or
under applicable federal and state securities laws.


 


(c)        The Company’s capitalization table attached hereto as
Schedule 1 is true and complete as of the Issue Date.


 


3.2           Notice of Certain Events. If the Company proposes at any time
(a) to declare any dividend or distribution upon any of its stock, whether
in cash, property, stock, or other securities and whether or not a regular cash
dividend; (b) to offer for sale additional shares of any class or series
of the Company’s stock; (c) to effect any reclassification or
recapitalization


 


4

















 


of any of its stock;
(d) to merge or consolidate with or into any other corporation, or sell,
lease, license, or convey all or substantially all of its assets, or to
liquidate, dissolve or wind up; or (e) offer holders of registration
rights the opportunity to participate in an underwritten public offering of the
company’s securities for cash, then, in connection with each such event, the
Company shall give Holder: (1) at least 10 days prior written notice of
the date on which a record will be taken for such dividend, distribution, or
subscription rights (and specifying the date on which the holders of common
stock will be entitled thereto) or the consummation date of the matters
referred to in (c) and (d) above; (2) in the case of the matters
referred to in (c) and (d) above at least 10 days prior written
notice of the date when the same will take place (and specifying the date on
which the holders of common stock will be entitled to exchange their common
stock for securities or other property deliverable upon the occurrence of such
event); and (3) in the case of the matter referred to in (e) above,
the same notice as is given to the holders of such registration rights.


 


3.3           Registration Under Securities Act of 1933, as amended. The Company shall, within 30 days of
the Issue Date, amend the Company’s Third Amended and Restated Investors’
Rights Agreement dated November 15, 2004 (the “Rights Agreement”) to
provide that the Shares shall have certain “Piggyback” registration rights
pursuant to and as set forth in Section 1.3 of the Rights Agreement;
provided that, if the Company should fail timely to so amend the Rights
Agreement, the Rights Agreement shall be deemed to be amended to provide such
registration rights. The provisions set forth therein relating to the above in
effect as of the Issue Date may not be amended, modified or waived without the
prior written consent of Holder unless such amendment, modification or waiver
affects the rights associated with the Shares in the same manner as such
amendment, modification, or waiver affects the rights associated with all other
shares of the same series and class as the Shares granted to the Holder.


 


3.4           No Shareholder Rights. Except as provided in this Warrant, the Holder will
not have any rights as a shareholder of the Company until the exercise of this
Warrant.


 


ARTICLE 4.         REPRESENTATIONS, WARRANTIES OF THE HOLDER. The Holder represents and warrants to
the Company as follows:


 


4.1           Purchase for Own Account. This Warrant and the securities to be
acquired upon exercise of this Warrant by the Holder will be acquired for
investment for the Holder’s account, not as a nominee or agent, and not with a
view to the public resale or distribution within the meaning of the Act. Holder
also represents that the Holder has not been formed for the specific purpose of
acquiring this Warrant or the Shares.


 


4.2           Disclosure of Information. The Holder has received or has had full
access to all the information it considers necessary or appropriate to make an
informed investment decision with respect to the acquisition of this Warrant
and its underlying securities. The Holder further has had an opportunity to ask
questions and receive answers from the Company regarding the terms and
conditions of the offering of this Warrant and its underlying securities and to
obtain additional information (to the extent the Company possessed such information
or could acquire it without unreasonable effort or expense) necessary to verify
any information furnished to the Holder or to which the Holder has access.


 


4.3           Investment Experience. The Holder understands that the purchase of this
Warrant and its underlying securities involves substantial risk. The Holder has
experience as an investor in securities of companies in the development stage
and acknowledges that the Holder can bear the economic risk of such Holder’s
investment in this Warrant and its underlying securities and has such knowledge
and experience in financial or business matters that the Holder is capable of
evaluating the merits and risks of its investment in this Warrant and its
underlying


 


5

















 


securities and/or has a
preexisting personal or business relationship with the Company and certain of
its officers, directors or controlling persons of a nature and duration that
enables the Holder to be aware of the character, business acumen and financial
circumstances of such persons.


 


4.4           Accredited Investor Status. The Holder is an “accredited investor”
within the meaning of Regulation D promulgated under the Act.


 


4.5           The Act. The Holder understands that this Warrant and the
Shares issuable upon exercise or conversion hereof have not been registered
under the Act in reliance upon a specific exemption therefrom, which exemption
depends upon, among other things, the bona fide nature of the Holder’s
investment intent as expressed herein. The Holder understands that this Warrant
and the Shares issued upon any exercise or conversion hereof must be held
indefinitely unless subsequently registered under the 1933 Act and qualified
under applicable state securities laws, or unless exemption from such registration
and qualification are otherwise available.


 


ARTICLE 5.          MISCELLANEOUS.


 


5.1           Term: This Warrant is exercisable in whole or in part at
any time and from time to time on or before the Expiration Date.


 


5.2           Legends. This Warrant and the Shares (and the securities
issuable, directly or indirectly, upon conversion of the Shares, if any) shall
be imprinted with a legend in substantially the following form:


 


THIS WARRANT AND THE
SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE ACT, OR THE
SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF
ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,
PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND
APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH
OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.


 


5.3           Compliance with Securities Laws on Transfer. This Warrant and the Shares issuable
upon exercise of this Warrant (and the securities issuable, directly or
indirectly, upon conversion of the Shares, if any) may not be transferred or
assigned in whole or in part without compliance with applicable federal and
state securities laws by the transferor and the transferee (including, without
limitation, the delivery of investment representation letters and legal
opinions reasonably satisfactory to the Company, as reasonably requested by the
Company). The Company shall not require Holder to provide an opinion of counsel
if the transfer is to Silicon Valley Bancshares (Holder’s parent company) or
any other affiliate of Holder. Additionally, the Company shall also not require
an opinion of counsel if there is no material question as to the availability
of current information as referenced in Rule 144(c), Holder represents
that it has complied with Rule 144(d) and (e) in reasonable
detail, the selling broker represents that it has complied with
Rule 144(f), and the Company is provided with a copy of Holder’s notice of
proposed sale.


 


6

















 


5.4           Transfer Procedure. Upon receipt by Holder of the executed
Warrant, Holder will transfer all of this Warrant to Silicon Valley Bancshares,
Holder’s parent company, by execution of an Assignment substantially in the
form of Appendix 2. Subject to the provisions of Article 5.3 and upon
providing Company with written notice, Silicon Valley Bancshares and any
subsequent Holder may transfer all or part of this Warrant or the Shares
issuable upon exercise of this Warrant (or the Shares issuable directly or
indirectly, upon conversion of the Shares, if any) to any transferee, provided,
however, in connection with any such transfer, Silicon Valley Bancshares or any
subsequent Holder will give the Company notice of the portion of the Warrant
being transferred with the name, address and taxpayer identification number of
the transferee and Holder will
surrender this Warrant to the Company for reissuance to the
transferee(s) (and Holder if applicable). The Company may refuse to
transfer this Warrant or the Shares to any person who directly competes with
the Company, unless, in either case, the stock of the Company is publicly
traded.


 


5.5           Notices. All notices and other communications from the
Company to the Holder, or vice versa, shall be deemed delivered and effective
when given personally or mailed by first-class registered or certified mail,
postage prepaid, at such address as may have been furnished to the Company or
the Holder, as the case may (or on the first business day after transmission by
facsimile) be, in writing by the Company or such holder from time to time.
Effective upon receipt of the fully executed Warrant and the initial transfer
described in Article 5.4 above, all notices to the Holder shall be
addressed as follows until the Company receives notice of a change of address
in connection with a transfer or otherwise:


 


Silicon Valley Bancshares


Attn: Treasury Department


3003 Tasman Drive, HA 200


Santa Clara, CA 95054


Telephone: 408-654-7400


Facsimile: 408-496-2405


 


Notice to the Company
shall be addressed as follows until the Holder receives notice of a change in
address:


 


GameFly, Inc.


Attn: Vice
President-Finance


5870 Jefferson Blvd.,
Suite J


Los Angeles, California
90016-3109 


Telephone: 310-237-7032


Facsimile: 310-664-6788


 


5.6           Waiver. This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or
termination is sought.


 


5.7           Attorney’s Fees. In the event of any dispute between the parties
concerning the terms and provisions of this Warrant, the party prevailing in
such dispute shall be entitled to collect from the other party all costs incurred
in such dispute, including reasonable attorney’s fees.


 


5.8           Automatic Conversion upon Expiration. In the event that, upon the Expiration
Date, the fair market value of one Share (or other security issuable upon the
exercise hereof) as determined in accordance with Section 1.3 above is
greater than the Exercise Price in effect on such date, then this Warrant shall
automatically be deemed on and as of such date to be converted pursuant to
Section 1.2 above as to all Shares (or such other securities) for which it


 


7

















 


shall not previously have
been exercised or converted, and the Company shall promptly deliver a
certificate representing the Shares (or such other securities) issued upon such
conversion to the Holder.


 


5.9           Counterparts. This Warrant may be executed in counterparts, all of
which together shall constitute one and the same agreement.


 


5.10         Governing Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of California, without giving effect to
its principles regarding conflicts of law.


 


[Signature page
follows.]


 


8

















 


	
  “COMPANY”

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GAMEFLY, INC.

  	
   

  	
  GAMEFLY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ David A. Hodess

  	
   

  	
  By:

  	
  /s/ Glen Van Ligten

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  David A. Hodess

  	
   

  	
  Name:

  	
  Glen Van Ligten

  
	
                  (Print)

  	
   

  	
                 (Print)

  
	
  Title: Chairman of the Board, President or Vice
  President

  	
   

  	
  Title:

  	
  Chief Financial Officer, Secretary, Assistant
  Treasurer or Assistant Secretary

  
	
   

  	
   

  	
   

  
	
  “HOLDER”

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SILICON VALLEY BANK

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Jack Garza

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Jack Garza

  	
   

  	
   

  
	
                  (Print)

  	
   

  	
   

  
	
  Title:

  	
  Relationship Manager

  	
   

  	
   

  



 














 


SCHEDULE 1


 


CAPITALIZATION TABLE


 














 


APPENDIX 1


 


NOTICE OF EXERCISE


 


1.            Holder elects
to purchase
               
shares of the Common Stock of GameFly, Inc. pursuant to the terms of the
attached Warrant, and tenders payment of the purchase price of the shares in
full.


 


[or]


 


1.            Holder elects
to convert the attached Warrant into Shares/cash [strike one] in the manner
specified in the Warrant. This conversion is exercised for
                             
of the Shares covered by the Warrant.


 


[Strike paragraph that does not apply.]


 


2.             Please issue a
certificate or certificates representing the shares in the name specified
below:


 




	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Holders Name

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Address)

  	
   

  	
   

  






 


3.       By its execution below and
for the benefit of the Company, Holder hereby restates each of the representations
and warranties in Article 4 of the Warrant as the date hereof.


 


	
   

  	
  HOLDER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  (Date):