Exhibit 4.4


 


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 OF 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 EXERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED
PURSUANT TO THE SECURITIES ACT OF 1983, 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. 64

  	
  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 2,666 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 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-1 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, Trustee 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


 


Exercise


 


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 terras
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 Stockholders Agreement
(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 reorganization 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 may 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:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


14