Exhibit 4.2


 


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 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. 62

  	
   

  	
  Warrant
  to Purchase

  
	
   

  	
   

  	
  2,668
  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 $52.00 (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-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 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


 


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 2,668 shares underlying the Warrant shall
be subject to vesting on September 30, 1998. 
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 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