Exhibit 4.3


 


THE WARRANT EVIDENCED BY THIS CERTIFICATE AND THE SHARES OF COMMON
STOCK PURCHASABLE UPON EXERCISE OF THE WARRANT ARE SUBJECT TO A THIRD AMENDED
AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF SEPTEMBER 30, 1997, AS
AMENDED, A REGISTRATION RIGHTS AGREEMENT DATED AS OF SEPTEMBER 30, 1997,
AND A SUBSCRIPTION AGREEMENT DATED SEPTEMBER 30, 1997 COPIES OF WHICH ARE
ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED TO THE
HOLDER ON REQUEST TO THE
SECRETARY OFF THE COMPANY.  SUCH AMENDED
AND RESTATED STOCKHOLDERS AGREEMENT, REGISTRATION RIGHTS AGREEMENT AND
SUBSCRIPTION AGREEMENT PROVIDE, AMONG OTHER THINGS, FOR CERTAIN RESTRICTIONS ON
VOTING, SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE
WARRANT EVIDENCED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK
PURCHASABLE UPON EXERCISE OF THE WARRANT AND THAT SUCH SHARES OF COMMON STOCK
ARE SUBJECT TO PURCHASE BY THE COMPANY AS WELL AS CERTAIN OTHER PERSONS UPON
THE OCCURRENCE OF CERTAIN EVENTS.  ANY
EVIDENCE, SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES
EVIDENCED BY THIS CERTIFICATE TO PERSONS OTHER THAN IN ACCORDANCE WITH SUCH
THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, REGISTRATION RIGHTS
AGREEMENT AND SUBSCRIPTION AGREEMENT SHALL BE NULL AND VOID.


 


THE
WARRANT EVIDENCED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK
PURCHASABLE UPON EXCERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED PURSUANT TO
THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE
SECURITIES LAW, AND SUCH WARRANT AND SUCH SHARES MAY NOT BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED AND QUALIFIED IN
ACCORDANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR IN THE
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SUCH REGISTRATION AND
QUALIFICATION ARE NOT REQUIRED.


 


	
  No. 63

  	
  Warrant to Purchase

  
	
  2,666 Shares Dated

  
	
  as of September 30, 1997

  



 


WARRANT


 


To Purchase Common Stock of




INTERNATIONAL LOGISTICS LIMITED


 


	
  Purchase
  Price of Common Stock:

  	
  Purchase price per share

  as set forth below.

  



 


THIS WARRANT CERTIFIES that, for value received, Ronald Jackson or
registered assigns is entitled, prior to the close of business on the
Expiration Date (defined below), to purchase 2,668 shares of Common Stock in
International Logistics Limited,


 





















 


a
Delaware corporation (the “Company”), at a purchase price per share
equal to $60.00 (the “Warrant Purchase Price”) upon surrender of this
Warrant at the principal office of the Company, and payment of such purchase
price in cash, by bank cashier’s or certified check or by a cashless exercise
as set forth in Section 2.B.2. below.


 


This Warrant is issued by the Company in  connection with the execution of the Employment Agreement
(as defined herein). The terms and conditions of the Warrant are set forth
herein.  Any capitalized terms used
herein and not defined herein shall have the meanings set forth in the
Stockholders Agreement (as defined herein).


 


SECTION 1


 


Definitions


 


“Business Day” means any day other than a Saturday, a Sunday, or
any day on which commercial banks in the city of Chicago, Illinois are
authorized or required by law to close.


 


“Common Stock” means
the Common Stock of the Company, $.001 par value per share, authorized on the date of the original
issue of this Warrant and shall also include any capital stock of any class of
the Company then or thereafter authorized which shall not be limited to a fixed
sum or percentage of par value in respect of the rights of the holders thereof
to participate in dividends and in the distribution of assets upon the
voluntary or involuntary liquidation, dissolution or winding-up of the Company,
and shall also include, in case of any reorganization, reclassification,
consolidation, merger or sale of assets of the character referred to in Section 5
hereof, the stock, securities or assets provided for in such Section; provided
that the shares purchasable pursuant to this Warrant shall include only shares
of such class.


 


“Employment Agreement” means the Employment Agreement dated as
of September 30, 1997, as amended, by and between the Company  and Ronald Jackson.


 


“Expiration Date” means September 30, 2007.


 


“Fair Fair Market Value” shall mean the fair market value of the
Company’s Common Stock (or other securities if in the context of untraded securities
distributed in connection with a Qualified Sale) as determined on a
fully-distributed basis without regard to liquidity or size relative to the
number of shares outstanding; provided that such valuation (x) be
performed by a


 


2





















 


nationally
recognized investment banking, valuation or appraisal firm paid for by the
Company and (y) shall ascribe value to warrants as the amount, if any, by which
the value of the Common Stock underlying the warrant shall exceed the aggregate
exercise  price related
thereto.


 


“Initial Public Offering” means the first underwritten public
offering of Common Stock by the Company pursuant to a registration of shares
under the Securities Act on a Form S-l Registration Statement (or equivalent or
successor form).


 


“OCM” means OCM
Principal Opportunities Fund, L.P., a Delaware limited partnership.


 


“OCM Affiliates”
means any investor in or any employee of OCM or Oaktree Capital Management, LLC
(“Oaktree”), a California limited liability company, or in any company, joint
venture, limited liability company, association or partnership of which the OCM
or Oaktree, is a shareholder, manager or general partner, as the case may be.


 


“Public Offering” means any offering of Common Stock to the
public, including the Initial Public Offering, either on behalf of the Company
or any of its stockholders, pursuant to an effective registration statement
under the Securities Act.


 


“Qualified Sale” shall mean (i) any sale of all or substantially
all of the assets of the Company or (ii) any sale, merger or liquidation of the
Company with or into any entity other than OCM, TCW, WES&S, an OCM
Affiliate, a TCW Affiliate or a WES&S Affiliate whereby such entity shall
obtain (A) at least a majority of the voting stock of the surviving entity and
(B) the right to elect a majority of the surviving entity’s board of directors.


 


“Registration Rights Agreement” means the Registration Rights
Agreement dated as of September 30, 1997, by and among the Company and each
of the Holders as listed on Annex I thereto, as the same may be amended from
time to time.


 


“Securities Act” means the Securities Act of 1933, as amended
and as the same may be amended from time to time.


 


“Simon Entity” means Logistical Simon, L.L.C., a Delaware
limited liability company, WESINVEST, Inc., a Delaware corporation or William
E. Simon & Sons, L.L.C., a
Delaware limited liability company.


 


“Stockholders Agreement” means the Third Amended and Restated
Stockholders Agreement dated as of September 30, 1997,


 


3





















 


by
and among the Company and each of the Holders listed on Exhibit A
thereto, as the same may be amended from time to time.


 


“TCW” means TCW Special Credits Fund V - The Principal Fund, a
California limited partnership.


 


“TCW Affiliates” means any investor in or any employee of TCW,
TCW Asset Management Company, a California corporation (“TAMCO”), Trust
Company of the West, a California trust company (“Trustco”) or Oaktree
Capital Management, LLC (“Oaktree”), a
California limited liability company, or in any company, joint venture, limited
liability company, association or partnership of which TCW, TAMCO, Trustco or
Oaktree, is a shareholder, manager or general partner, as the case may be.


 


“Trading Price” means the trading price for each such  trading day: (a) if the Common Stock is
traded on a national securities exchange, its last reported sale price on the
preceding Business Day on such national securities exchange or, if there was no
sale on that day, the last reported sale price on such national securities
exchange on the next preceding Business Day on which there was a Sale, all as
made available over the Consolidated Last Sale Reporting System of the CTA Plan
(the “CLSRS”) or, if the Common Stock is not then eligible for reporting
over the CLSRS, its last reported sale price on the preceding Business Day on
such national securities exchange or, if there was no sale on that day, on the
next preceding Business Day on which there was a sale on such exchange or (b)
if the principal market for the Common Stock is the over-the-counter market,
but the Common Stock is not then eligible for reporting over the CLSRS, but the
Common Stock is quoted on the National Association of Securities Dealers Automated
Quotations System (“NASDAQ”), the last sale price reported on NASDAQ on
the preceding Business Day or, if the Common Stock is an issue for which last
sale prices are not reported on NASDAQ, the closing bid quotation on such day,
but in each of the next preceding two cases, if the relevant NASDAQ price or
quotation did not exist on such day, then the price or quotation on the next
preceding Business Day in which there was such a price or quotation.


 


“WES&S means Logistical Simon, L.L.C., a Delaware limited liability
company.


 


“WES&S Affiliate” means any Simon Entity or any partnership,
limited liability company or corporation that directly or indirectly, through
one or more intermediaries, has control of, is controlled by or is under common
control with (i) any Simon
Entity or (ii) any shareholders, partner or member of a Simon Entity or any
such shareholder’s, partner’s or member’s spouse, siblings, children, children’s
spouses, grandchildren or


 


4





















 


their
spouses or any trusts for the benefit of any of the foregoing.


 


“Warrant Purchase Price” has the meaning assigned to that term
in the introductory paragraph hereof.


 


“Warrant Shares” means the shares of Common Stock purchased or
purchasable by the Warrantholder upon the exercise of the Warrant pursuant to Section 2
hereof.


 


“Warrantholder” means the registered holder of the Warrant and
any related Warrant Shares.


 


SECTION 2


 


Excercise


 


A.            General.  The Warrantholder shall be
entitled to exercise the Warrant, in whole or in part, at any time or from time
to time on or before 5:00 p.m., Chicago, Illinois time, on the Expiration Date;
provided, however, that 2,666 shares underlying the Warrant shall
be subject to vesting at 12:01 a.m. on September 30, 2000.  The Warrant is not exercisable as to
fractions of shares.  Unvested portions
of the Warrant shall be forfeited and cancelled if at any time (i) Ronald
Jackson’s employment with the Company is terminated as a result of death,
disability or retirement, (ii) Ronald Jackson’s employment with the Company is
terminated for “Cause” or (iii) Ronald Jackson voluntarily resigns from the
Company (unless such resignation is due to a significant diminution of
responsibility).  Unvested portions of
the Warrant shall be automatically fully vested upon a Qualified Sale or the
termination of Ronald Jackson’s employment from the Company without Cause. For
purposes of this Agreement, “Cause” shall have the meaning set forth in the
Employment Agreement.


 


B.            Manner of Exercise.  The
Warrantholder may exercise the vested portion of the Warrant, in whole or in
part, by either of the following methods:


 


1.             The Warrantholder shall complete one of the
Subscription Forms attached hereto, and deliver it to the Company, at its
principal offices located at 13952 Denver West Parkway, Golden, Colorado 80401,
Attention:  President (or at such other
location as the Company may designate by notice in writing to the
Warrantholder), together with the Warrant and either cash, a certified check or
a bank cashier’s check, in an amount equal to the then aggregate Warrant
Purchase Price of the shares of Common Stock being purchased; or


 


5





















 


2.             The Warrantholder may also exercise this
Warrant, in whole or in part, in a “cashless” exercise by delivering to the
Company, at its principal offices located at 13952 Denver West Parkway, Golden,
Colorado 80401, Attention:  President (or
at such other location as the Company may designate by notice in writing to the
Warrantholder), (i) one of the Subscription Forms attached hereto, which notice
shall specify the number of Warrant Shares to be delivered to such
Warrantholder and the number of Warrant Shares with respect to which this
Warrant is being surrendered in payment of the aggregate Exercise Price for the
Warrant Shares to be delivered to the Warrantholder, and (ii) the Warrant.  For purposes of this cashless exercise
provision, all Warrant Shares as to which the Warrant is surrendered will be
attributed the following value:  (i)
prior to an Initial Public Offering and in the context of a Qualified Sale: at
the Fair Market Value of the consideration received by stockholders with
respect to their outstanding shares of Common Stock;  (ii) concurrently with an Initial Public
Offering: a value equal to the Initial Public Offering offer price to the
public; or (iii) subsequent to an Initial Public Offering, a price equal to the
average Trading Price of the Company’s Common Stock for the twenty (20)  preceding trading days ending on the day
prior to the date on which the request for cashless exercise is received by the
Company. The costs and expenses associated with determination of any of the
preceding valuations shall be borne by the Company.  Cashless exercises shall be permitted only to
the extent that such exercise is permitted by the terms of the Company’s
indebtedness.  Notwithstanding the
foregoing, commencing on the day after the Initial Public Offering through the
twentieth trading day following the Initial Public Offering, the Warrantholder
shall not be permitted to make a cashless exercise pursuant to this Section.


 


Upon receipt thereof by the Company, the Warrantholder shall be deemed
to be a holder of record of the shares of Common Stock specified in said Subscription
Form, and the Company shall, as promptly as practicable, and in any event
within ten (10) Business Days thereafter, execute and deliver or cause to be
delivered to the Warrantholder a certificate or certificates representing the
aggregate number of shares of Common Stock specified in said Subscription
Form.  Each stock certificate so
delivered shall be registered in the name of the Warrantholder or such other
name as shall be designated by the Warrantholder, subject to compliance with
federal and state securities laws. Before being required to transfer any Common
Stock, the Company may require the Warrantholder at the Warrantholder’s expense to provide an opinion of
counsel satisfactory to the Company that any such exercise is exempt from
registration or qualification under the federal and state securities laws.  If the Warrant shall have been exercised only
in part, the Company shall, at the


 


6





















 


time
of delivery of said stock certificate or certificates, deliver to the
Warrantholder a like Warrant representing the right to purchase the remaining
number of shares purchasable thereunder. 
The Company shall pay all expenses, taxes
and other charges payable in connection with the preparation, execution and delivery
of stock certificates pursuant to this Section 2, except that, in
case such stock certificates shall be registered in a name or names other than
the name of the Warrantholder, funds sufficient to pay all stock transfer taxes
which shall be payable upon the execution and delivery of such stock
certificate or certificates shall be paid by the Warrantholder to the Company
at the time of delivering the Warrant to the Company as mentioned above.


 


C.            Transfer Restriction Legend.  The
Warrant and each certificate for Warrant Shares issued upon exercise or
conversion of the Warrant, unless at the time of exercise or conversion such
Warrant Shares are registered under the Securities Act, shall bear the legends
described in Section 10(a) of the Stockholders Agreement.


 


D.            Character of Warrant Shares.  All
shares of Common Stock issuable upon the exercise of the Warrant shall be duly
authorized, validly issued, fully paid and nonassessable.


 


SECTION 3


 


Ownership and Exchange of
the Warrant


 


A.            Registered Holder.  The
Company may deem and treat the person in whose name the Warrant is registered
as the holder and owner thereof (notwithstanding any notations of ownership or writing
thereon made by anyone other than the Company) for all purposes and shall not
be affected by any notice to the contrary, until presentation of the Warrant
for exchange as provided in this Section 3.


 


B.            Exchange and Replacement.  The Warrant
is exchangeable upon the surrender thereof by the Warrantholder to the Company
at its principal offices for a new Warrant or Warrants of like tenor and date
representing in the aggregate the right to purchase the number of shares
purchasable hereunder, each new Warrant to represent the right to purchase such
number of shares as shall be designated by the Warrantholder at the time of
surrender. Subject to compliance with Section 4 hereof, each
Warrant and all rights thereunder are transferable in whole or in part upon the
books of the Company by the Warrantholder in person or by its duly authorized
attorney, and a new Warrant or Warrants shall be made and delivered by the
Company, of the same tenor and date as


 


7





















 


the
Warrant but registered in the name of the transferee, upon surrender of the
Warrant, duly endorsed, at the principal offices of the Company.  The Company will issue a replacement
certificate for the Warrant upon the loss, theft, destruction or mutilation
thereof pursuant to Section 10(b) 
of the Stockholders Agreement. The Warrant shall be promptly canceled by
the Company upon the surrender thereof in connection with any exchange,
transfer or replacement. Except as set forth in the Stockholders Agreement, the
Company shall pay all expenses, taxes (other than stock transfer taxes) and
other charges payable in connection with the preparation, execution and
delivery of the Warrant pursuant to this Section 3.


 


SECTION 4


 


Transfer of Warrant or
Warrant Shares


 


A.            General Provisions.  The Warrant shall not be transferable.  The related Warrant Shares shall not be transferable
except in accordance with the terms and conditions specified in the
Stockholders Agreement.


 


B.             Registration Rights.  The
Company has agreed to provide certain piggyback registration rights in respect
of the Warrant Shares, the terms and conditions of which are set forth in the Registration
Rights Agreement.  Upon any transfer of
any Warrant Shares in accordance with the provisions of the
StockholdersAgreement (other than transfers made after an Initial Public Offering),
the registration rights pertaining thereto may be transferred, pursuant to the
terms and provisions of Section 9 of the Registration Rights Agreement,
upon giving  notice to the Company
and the transferee’s agreement to be bound by the provisions of the Stockholders
Agreement.


 


SECTION 5


 


Anti-Dilution Provisions


 


A.            Stock Splits and Reverse Splits. 
In the event that the Company
shall at any time subdivide its outstanding shares of Common Stock into a
greater number of shares, the Warrant Purchase Price in effect immediately
prior to such subdivision shall be proportionately reduced and the number of
Warrant Shares purchasable pursuant to this Warrant immediately prior to such
subdivision shall be proportionately increased, and conversely, in the event
that the outstanding shares of Common Stock of the Company shall at any time be
combined into a smaller number of shares, the Warrant Purchase Price in effect
immediately prior to


 


8





















 


such
combination shall be proportionately increased and the number of Warrant Shares
purchasable upon the exercise of this Warrant immediately prior to such
combination shall be proportionately reduced. 
Except as provided in this Section 5.A, no adjustment in the
Warrant Purchase Price and no change in the number of Warrant Shares
purchasable shall be made under this Section 5 as a result of or by
reason of any such subdivision or combination.


 


B.            Reorganization and Asset Sales. 
Subject to the terms and provisions in the Stockholders Agreement, if
any capital reorganisation or reclassification of the capital stock of the
Company, or any consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation, shall be effected in such a way that holders of Common Stock shall
be entitled to receive stock, securities or assets with respect to or in
exchange for Common Stock, then the following provisions shall apply:


 


1.             As a condition of such reorganization, reclassification,
consolidation, merger or sale (except as otherwise provided below in this Section 5.B),
lawful and adequate provisions shall be made whereby the Warrantholder shall thereafter
have the right to purchase and receive upon the terms and conditions specified
in this Warrant and in lieu of the Warrant Shares immediately theretofore
receivable upon the exercise of the rights represented hereby, such shares of
stock, securities or assets as may be issued or payable with respect to or in
exchange for a number of outstanding shares of such Common Stock equal to the
number of Warrant Shares immediately theretofore so receivable had such
reorganization, reclassification,
consolidation, merger or sale not taken place.


 


2.             In the event of a merger or consolidation of
the Company with or into another corporation as a result of which a number of
shares of Common Stock of the surviving corporation greater or lesser than the
number of shares of Common Stock of the Company outstanding immediately prior
to such merger or consolidation are issuable to holders of Common Stock of the Company,
then the Warrant Purchase Price in effect immediately prior to such merger or
consolidation shall be adjusted in the same manner as though there were a
subdivision or combination of the outstanding shares of Common Stock of the
Company.


 


3.             The Company shall not effect any such consolidation, merger or sale unless prior to
or simultaneously with the consummation thereof the successor corporation (if
other than the Company) resulting from such consolidation or merger or the
corporation purchasing such assets shall assume, by written instrument executed
and mailed or delivered to the Warrantholder


 


9





















 


at
the last address of the Warrantholder appearing on the books of the Company,
the obligation to deliver to the Warrantholder such shares of stock, securities
or assets as, in accordance with the foregoing provisions, the Warrantholder
way be entitled to receive, and all other liabilities and obligations of the
Company hereunder.  Upon written request
by the Warrantholder such successor corporation will issue a new warrant
revised to reflect the modifications in this Warrant effected pursuant to this Section 5.B.


 


C.            Notice of Adjustment. 
Whenever the Warrant Purchase Price and the number of Warrant Shares
issuable upon the exercise of this Warrant shall be adjusted as herein
provided, or the rights of the Warrantholder shall change by reason of other
events specified herein, the
Company shall compute the adjusted Warrant Purchase Price and the adjusted
number of Warrant Shares in accordance with the provisions hereof and shall
prepare a certificate signed by its President, Vice President, Treasurer or
Secretary setting forth the adjusted Warrant Purchase Price and the adjusted
number of Warrant Shares issuable upon the exercise of this Warrant or
specifying the other shares of stock, securities or assets receivable as a
result of such change in rights, and showing in reasonable detail the facts and
calculations upon which such adjustments or other changes are based, including
a statement of the consideration received or to be received by the Company for,
and the amount of, any Common Stock, options and convertible securities issued
since the last such adjustment or change (or since the date hereof in the case
of the first adjustment or change).  The
Company shall cause to be mailed to the Warrantholder copies of such officer’s
certificate together with a notice stating that the Warrant Purchase Price and
the number of Warrant Shares purchasable upon exercise of this Warrant have
been adjusted and setting forth the adjusted Warrant Purchase Price and the
adjusted number of Warrant Shares purchasable upon the exercise of this
Warrant.


 


SECTION 6


 


Notices


 


Any notice or other document required or permitted to be given or
delivered to the Warrantholder shall be delivered in writing or sent by
certified or registered mail to the Warrantholder at the address furnished to
the Company in writing by the Warrantholder.  Any notice or other document required or
permitted to be given or delivered to the Company shall be delivered personally
(including delivery by courier or by facsimile if received during normal
working hours), or be sent by certified or registered mail to the Company, at
13952 Denver West


 


10





















 


Parkway,
Golden, Colorado 80401, Attention: President, or other such address as shall
have been furnished to the Warrantholder by the Company.  Except as otherwise provided, each such notice
shall be deemed given when delivered or on a date which is four (4) days after
it is mailed in any post office or branch post office regularly maintained by
the United States Postal Service (registered or certified, with postage prepaid
and properly addressed).


 


SECTION 7


 


No Rights as Stockholder;
Limitation of Liability


 


The Warrant shall not entitle the Warrantholder to any of the rights of
a stockholder of the Company. No provision hereof, in the absence of
affirmative action by the Warrantholder to purchase shares of Common Stock, and
no mere enumeration herein of the rights or privileges of the Warrantholder,
shall give rise to any liability of the Warrantholder for the Warrant Purchase
Price or as a stockholder of the Company, whether such liability is asserted by
the Company or by creditors of the company.


 


SECTION 8


 


Miscellaneous


 


This Warrant shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware without regard to principles
of conflict of laws.  This Warrant and
any provision hereof may be changed, waived, discharged or terminated only by
an instrument in writing signed by the party (or any predecessor in interest
thereof) against which enforcement of the same is sought.  The headings in this Warrant are for purposes
of reference only and shall not affect the meaning or construction of any of
the provisions hereof.


 


11





















 


WITNESS the due execution of this Warrant by a duly authorized officer
of the Company.


 


 


	
   

  	
  INTERNATIONAL LOGISTICS LIMITED

  
	
   

  	
  a  Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Roger E. Payton

  
	
   

  	
   

  	
  Roger
  E. Payton

  
	
   

  	
   

  	
  President
  and

  Chief Executive Officer

  



 


12





















 


FULL SUBSCRIPTION FORM


 


(To Be Executed by the Registered Holder

If It Desires to Exercise the Warrant in Full)


 


The undersigned hereby exercises the right to purchase the total number
of shares of Common Stock covered by the attached Warrant at the date of this
subscription and herewith makes payment of the sum of $           ,
or hereby tenders           Warrant
Shares as payment therefor, representing the Warrant Purchase Price of $            per
share in effect at this date.  Certificates
for such shares shall be issued in the name of and delivered to the
undersigned, unless otherwise specified in written instructions signed by the
undersigned and accompanying this subscription.


 


 


	
  Dated:                                        , 19   .

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Signature]

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


13





















 


PARTIAL SUBSCRIPTION FORM


 


(To Be Executed by the Registered Holder

If It Desires to Exercise the Warrant in Part)


 


The undersigned hereby exercises the right to purchase            shares
of Common Stock covered by the attached Warrant at the date of this
subscription and herewith makes payment of the sum of $               ,
or hereby tenders               Warrant
Shares as payment therefor, representing
the Warrant Purchase Price of $
             per share
in effect at this date.  Certificates for
such shares and a new Warrant of like tenor and date for the balance of the
shares not subscribed for shall be issued in the name of and delivered to the
undersigned, unless otherwise specified in written instructions signed by the
undersigned and accompanying this subscription.


 


 


	
  Dated:                                        , 19   .

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Signature]

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


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