EXHIBIT 4.2


 


NEITHER THIS WARRANT NOR ANY SECURITIES ACQUIRED UPON THE EXERCISE OF
THIS WARRANT (THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE
OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS OR AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH
ACT AND SUCH LAWS.


 


MAIN STREET RESTAURANT GROUP, INC.


COMMON STOCK PURCHASE WARRANT


 


	
  Name of
  holders:

  	
   

  	
  CIC MSRG LP
  (“Warrantholder”).

  
	
   

  	
   

  	
   

  
	
  Number of
  shares:

  	
   

  	
  581,395 (“Warrant
  Shares”).

  
	
   

  	
   

  	
   

  
	
  Purchase
  price per shares:

  	
   

  	
  $3.01 (“Exercise
  Price”).

  
	
   

  	
   

  	
   

  
	
  The fifth
  anniversary date of the vesting date hereof:

  	
   

  	
  November 27,
  2010 (“Expiration Date”).

  



 


This certifies that, for good and valuable consideration, Main Street
Restaurant Group, Inc., a Delaware corporation (the “Company”), grants to the Warrantholder, the right to
subscribe for and purchase from the Company validly issued, fully paid and
nonassessable Warrant Shares of the Company’s Common Stock, $0.001 par value
per share (the “Common Stock”), at the Exercise Price, at any time after
November 27, 2005 and prior to the Expiration Date, all subject to the terms,
conditions and adjustments herein set forth.


 


1.     Exercise
of Warrant.


 


1.1   Exercise of Warrant.  This Warrant may be
exercised, in whole or in part, at any time or from time to time after November
27, 2005 and prior to the Expiration Date, by surrendering to the Company at
its principal office this Warrant, with an exercise form in the form attached
hereto as Exhibit A, duly executed by the Warrantholder and accompanied
by payment of the Exercise Price for the number of shares of Common Stock
specified in such Exercise Form.


 


1.2   Delivery of Warrant Shares; Effectiveness of Exercise.


 


(a)  Delivery
of Warrant Shares. A stock certificate or certificates for the Warrant
Shares specified in the Exercise Form along with a check for the amount of cash
to be paid in lieu of fractional shares, if any, shall be delivered to the
Warrantholder within three Business Days (as defined below) after the Exercise
Date (as defined in Section 1.2(b)). 
If this Warrant shall have been exercised only in part, the Company
shall, at the time of delivery of the stock certificate or certificates and
cash in lieu of fractional shares, if any, deliver to the Warrantholder a new
Warrant evidencing the rights to purchase the remaining Warrant Shares, which
new Warrant shall in all other respects be identical with this Warrant.  As used herein, “Business Day” means any day other than a Saturday, Sunday or
a day on which national banks are authorized by law or executive order to close
in the State of Delaware.


 


(b)  Effectiveness
of Exercise. The exercise of this Warrant shall be deemed to have been
effective immediately prior to the close of business on the Business Day on
which this Warrant is exercised in accordance with Section 1.1 (the “Exercise
Date”). The Person (as defined below) in whose name any certificate for
shares of Common Stock shall be issuable upon such exercise shall be deemed to


 





















 


be the record holder of such shares of Common Stock for all
purposes on the Exercise Date.  As used
herein, “Person” means any individual, corporation, partnership, joint
venture, association, trust, limited liability company
or other entity.


 


(c)  Limitations
on Exercise. Notwithstanding anything to the contrary herein, this Warrant
may not be exercised to the extent the issuance of the Warrant Shares upon such
exercise would constitute a violation of any applicable federal or state
securities laws or other laws or regulations.


 


1.3   Payment of Taxes. The issuance of certificates for Warrant Shares shall be
made without charge to the Warrantholder for any stock transfer or other
issuance tax in respect thereof; provided, however, that the
Warrantholder shall be required to pay any and all taxes that may be payable in
respect of any transfer involved in the issuance and delivery of any
certificate in a name other than that of the then Warrantholder as reflected
upon the books of the Company.


 


2.     Transferability.



 


Nothing
herein shall prohibit the Warrantholder from selling, assigning, transferring,
gifting, exchanging or otherwise disposing of, or granting a lien, encumbrance,
pledge or other security interest in (each a “Transfer”) this Warrant.  This Section 2 shall survive the
exercise of the Warrants.


 


3.     Restrictive Legends. 


 


3.1   Warrants.  Except as otherwise permitted by this Section
3.1, this Warrant is subject to the following legend, and each Warrant
issued in substitution for any Warrant pursuant to Section 6 shall be
stamped or otherwise imprinted with a legend in substantially the following
form:


 


NEITHER THIS WARRANT NOR ANY SECURITIES ACQUIRED UPON THE EXERCISE OF
THIS WARRANT (THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE
OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS OR AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH
ACT AND SUCH LAWS.


 


3.2   Warrant Shares. Except as otherwise permitted by this Section 3.2,
each stock certificate for Warrant Shares issued upon the exercise of any
Warrant and each stock certificate issued upon the direct or indirect transfer
of any such Warrant Shares shall be stamped or otherwise imprinted with a
legend in substantially the following form:


 


THE SECURITIES REPRESENTED HEREBY HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY
INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT AND SUCH LAWS.


 


3.3   Removal of Legends.  Notwithstanding the
foregoing, the Warrantholder may require the Company to issue a Warrant or a
stock certificate for Warrant Shares, in each case without the legend required
by Section 3.1 or 3.2, as applicable, if either (a) such Warrant
or such Warrant Shares, as the case may be, have been registered for resale
under the Securities Act or (b) the Warrantholder has delivered to the Company
an opinion of legal counsel (from a firm reasonably satisfactory to the
Company), which opinion must be addressed to the Company and be reasonably
satisfactory in form and substance to the Company’s counsel, to the effect that
such registration is not required with respect to such Warrant or such Warrant
Shares, as the case may be.


 


2





















 


4.     Registration
Rights.


 


The initial Warrantholder and certain
transferees and assignees thereof are entitled to registration rights with
respect to the Warrant Shares in accordance with the terms of that certain
Registration Rights Agreement dated April 27, 2005, by and between the Company
and the Warrantholder.


 


5.     Reservation
of Shares, Etc.


 


The
Company covenants and agrees as follows:


 


(a)  All
Warrant Shares that are issued upon the exercise of this Warrant will, upon
issuance, be validly issued, fully paid and nonassessable, not subject to any
preemptive rights, and free from all taxes, liens, security interests, charges,
and other encumbrances with respect to the issuance thereof, other than taxes
in respect of any transfer occurring contemporaneously with such issue and the
restrictions on transfer contained in this Warrant.


 


(b)  During
the period within which this Warrant may be exercised, the Company will at all
times have authorized and reserved, and keep available free from preemptive
rights, a sufficient number of shares of Common Stock to provide for the
exercise of the rights represented by this Warrant.


 


(c)  The
Company will, from time to time, take all such action as may be required to
assure that the par value per share of the Warrant Shares is at all times equal
to or less than the Exercise Price, as may be adjusted.


 


6.     Loss
or Destruction of Warrant. 
Subject to the terms and conditions hereof, upon receipt by the Company
of evidence reasonably satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant and, in the case of loss, theft or destruction, of
such bond or indemnification as the Company may reasonably require, and, in the
case of mutilation, upon surrender and cancellation of this Warrant, the
Company will execute and deliver a new Warrant of like tenor. 


 


7.     Ownership
of Warrant. The Company may deem and treat the Person in whose name
this Warrant is registered as the holder and owner hereof (notwithstanding any
notations of ownership or writing hereon made by anyone other than the Company)
for all purposes and shall not be affected by any notice to the contrary, until
presentation of this Warrant for registration of transfer. 


 


8.     Antidilution
Provisions.


 


8.1   Antidilution Adjustments.  The number of
Warrant Shares purchasable upon the exercise of this Warrant and the Exercise
Price shall be subject to adjustment as follows:


 


(a)  Stock
Dividends, Subdivision, Combination or Reclassification of Common Stock.  If at any time after the date of this
Warrant, the Company (i) declares a stock dividend on the Common Stock payable
in shares of its capital stock (including Common Stock), (ii) increases the
number of shares of Common Stock outstanding by a subdivision or split-up of
shares of Common Stock, (iii) decreases the number of shares of Common Stock
outstanding by a combination of shares of Common Stock, or (iv) issues any
shares of its capital stock in a reclassification of the Common Stock, then, on
the record date for such dividend or the effective date of such subdivision or
split-up, combination, or reclassification, as the case may be, the number and
kind of shares to be delivered upon exercise of this Warrant will be adjusted
so that the Warrantholder will be entitled to receive the number and kind of
shares of capital stock that such Warrantholder would have owned or been
entitled to receive upon or by reason of such event had this Warrant been
exercised immediately prior thereto, and the Exercise Price will be adjusted as
provided in Section 8.1(f).


 


(b)  Reorganization,
Etc.  If at any time after the date
of this Warrant any consolidation of the Company with or merger of the Company
with or into any other Person (other than a merger or consolidation in which
the Company is the surviving or continuing corporation and which does not
result in any reclassification of, or change (other than a change in par value,
or from par value to no par value, or from no par value to par value, or as a
result of a subdivision or combination) in outstanding shares of Common Stock)
or any sale, lease, or other transfer of all or substantially all of the assets
of the Company


 


3





















 


to any other Person (each a “Reorganization
Event”), will be effected in such a way that the holders of Common Stock
shall be entitled to receive stock, other securities or assets (whether such
stock, other securities, or assets are issued or distributed by the Company or
another Person) with respect to or in exchange for Common Stock, then, with
respect to any unexercised Warrant, the Board of Directors of the Company or
any surviving or acquiring corporation or entity (the “Relevant Entity”)
must take such action as is equitable and appropriate to substitute a new
warrant for such Warrant or to assume such Warrant in order to make such new or
assumed warrant as nearly as may be practicable, equivalent to the old Warrant
(the “Reorganization Action”).


 


(c)  Extraordinary Distributions.  If at any time after the date of this Warrant
the Company shall distribute to all holders of its Common Stock (including any
such distribution made in connection with a consolidation or merger in which
the Company is the continuing or surviving corporation and the Common Stock is
not changed or exchanged) cash, evidences of indebtedness, securities or other
assets (excluding (i) ordinary course cash dividends and (ii) dividends payable
in shares of capital stock for which adjustment is made under Section 8.1(a))
or rights, options or warrants to subscribe for or purchase securities of the
Company, then the number of shares of Common Stock to be delivered to such
Warrantholder upon exercise of this Warrant will be increased so that the
Warrantholder thereafter will be entitled to receive the number of shares of
Common Stock determined by multiplying the number of shares such Warrantholder
would have been entitled to receive immediately before such record date by a
fraction, the numerator of which is the Current Market Price (as defined below)
per share of the Common Stock and the denominator of which is the Current
Market Price per share of Common Stock on such record date minus the then fair
market value (as reasonably determined by the Board of Directors of the Company
in good faith) of the portion of the cash, evidences of indebtedness,
securities or other assets so distributed or of such rights or warrants
applicable to one share of Common Stock (provided that such denominator shall
in no event be less than the par value of the Warrant Shares; and the Exercise
Price will be adjusted as provided in Section 8.1(f).


 


As used
herein, “Current Market Price” means, with respect to each share of
Common Stock as of any date, the average of the daily Closing Prices (as
defined below) per share of Common Stock for the 10 consecutive trading days
immediately prior to such date; provided that if on any such date the
shares of Common Stock are not listed or admitted for trading on any national
securities exchange or quoted by the National Association of Securities
Dealers, Inc. Automated Quotation System (“Nasdaq”) or a similar service
if Nasdaq is no longer reporting such information, the Current Market Price for
a share of Common Stock shall be the fair market value of such share as
determined in good faith by the Board of Directors of the Company or, if
requested by the Warrantholder, an independent financial expert from a
nationally recognized investment banking firm (an “Independent Financial
Expert”) selected jointly by the Board of Directors and such
Warrantholder.  If the Company and the
Warrantholder are unable to agree upon an Independent Financial Expert within
15 days after the request by the Warrantholder, each of the Company and the
Warrantholder shall select an Independent Financial Expert within five days
following the expiration of such 15-day period and these two Independent
Financial Experts must select a third Independent Financial Expert and the
determination of the fair market value of a share of Common Stock by such third
Independent Financial Expert will be final and binding on the Company and the
Warrantholder. If either the Company or the Warrantholder fails to select an
Independent Financial Expert within such five-day period, then the fair market
value of a share of Common Stock will be determined by the Independent
Financial Expert selected by the other party. The fees and expenses of any of
the Independent Financial Experts retained in accordance with the foregoing
will be borne by the Company.  “Closing
Price” of the Common Stock as of any day, means (a) the average of the
closing bid and asked prices, in either case as reported on the principal
national securities exchange on which the Common Stock is listed or admitted to
trading or (b) if the Common Stock is not listed or admitted to trading on any
national securities exchange, the average of the highest reported bid and
lowest reported asked quotation for the Common Stock, in either case reported
on Nasdaq, or a similar service if Nasdaq is no longer reporting such
information.


 


4





















 


(d)  Pro
Rata Repurchases.  If at any time
after the date of this Warrant, the Company or any subsidiary thereof makes any
purchase of shares of Common Stock, whether for cash, shares of capital stock
of the Company, other securities of the Company, evidences of indebtedness of
the Company or any other Person, or any other property (including, without
limitation, shares of capital stock, other securities, or evidences of
indebtedness of a subsidiary of the Company), or any combination thereof, which
purchase is subject to Section 13(e) of the Securities Exchange Act of 1934, as
amended, or is made pursuant to an offer made available to all holders of
Common Stock (a “Pro Rata Repurchase”), then the number of shares of
Common Stock to be delivered to such Warrantholder upon exercise of this
Warrant will be increased so that the Warrantholder thereafter is entitled to
receive the number of shares of Common Stock determined by multiplying the
number of shares of Common Stock such Warrantholder would have been entitled to
receive immediately before such Pro Rata Repurchase by a fraction (which in no
event will be less than one), (i) the numerator of which will be the product of
(A) the number of shares of Common Stock outstanding immediately before such
Pro Rata Repurchase minus the number of shares of Common Stock repurchased in
such Pro Rata Repurchase, and (B) the Current Market Price of the Common Stock
as of the day immediately preceding the first public announcement by the
Company of the intent to effect such Pro Rata Repurchase, and (ii) the
denominator of which will be (A) the product of (x) the number of shares of
Common Stock outstanding immediately before such Pro Rata Repurchase, and (y)
the Current Market Price of the Common Stock as of the day immediately
preceding the first public announcement by the Company of the intent to effect
such Pro Rata Repurchase, minus (B) the aggregate purchase price of the Pro
Rata Repurchase (provided that such denominator shall never be less than the
par value of the Warrant Shares).


 


(e)  Fractional
Shares.  No fractional shares of
Common Stock or scrip will be issued to any Warrantholder in connection with
the exercise of this Warrant.  Instead of
any fractional shares of Common Stock that would otherwise be issuable to such
Warrantholder, the Company will pay to such Warrantholder a cash adjustment in
respect of such fractional interest in an amount equal to that fractional
interest of the then Current Market Price per share of Common Stock.


 


(f)  Carryover.  Notwithstanding any other provision of this Section
8.1, no adjustment shall be made to the number of shares of Common Stock to
be delivered to the Warrantholder (or to the Exercise Price) if such adjustment
represents less than 1% of the number of shares to be so delivered, but any
lesser adjustment shall be carried forward and shall be made at the time and
together with the next subsequent adjustment that together with any adjustments
so carried forward shall amount to 1% or more of the number of shares to be so
delivered.


 


(g)  Exercise
Price Adjustment.  Whenever the
number of Warrant Shares purchasable upon the exercise of the Warrant is
adjusted as provided pursuant to this Section 8.1, the Exercise Price
per share payable upon the exercise of this Warrant will be adjusted by
multiplying such Exercise Price immediately prior to such adjustment by a
fraction, (i) the number of which will be the number of Warrant Shares
purchasable upon the exercise of the Warrant immediately prior to such
adjustment, and (ii) the denominator of which will be the number of Warrant
Shares purchasable immediately thereafter; provided, however,
that the Exercise Price for each Warrant Share shall in no event be less than
the par value of such Warrant Share.


 


(h)  Multiple
Adjustments. If any action or transaction would require adjustment of the
number of shares of Common Stock to be delivered to the Warrantholder upon
exercise of this Warrant pursuant to more than one subsection of this Section
8.1, only one adjustment will be made and each such adjustment will be the
amount of adjustment that has the highest absolute value.


 


8.2   Notice of Adjustment. Whenever the number of Warrant Shares or the Exercise
Price of such Warrant Shares is adjusted, as herein provided, the Company must
promptly mail by overnight courier or by first class mail, postage prepaid, to
the Warrantholder, notice of such adjustment or adjustments setting forth the
number of Warrant Shares and the Exercise Price of such Warrant Shares after
such adjustment, setting forth a brief statement of the facts requiring such
adjustment and setting forth the computation by which such adjustment was made.


 


5





















 


8.3   Notices of Corporate Action.  So long as this Warrant has not been
exercised in full, in the event of


 


(a)  any action that would trigger an adjustment to the number of
shares of Common Stock to be delivered to the Warrantholder upon exercise of
this Warrant,


 


(b)  any consolidation or merger involving the Company and any
other party or any transfer of all or substantially all the assets of the
Company to any other party, or


 


(c)  any voluntary or involuntary dissolution, liquidation or
winding-up of the Company,


 


the Company must deliver, by overnight
courier or by first class mail, postage prepaid, to the Warrantholder a notice
specifying (i) the date or expected date on which any such record is to be
taken for the purpose of a dividend, distribution or right and the amount and
character of any such dividend, distribution or right and (ii) the date or
expected date on which a reorganization, reclassification, recapitalization, consolidation,
merger, transfer, dissolution, liquidation, or winding-up is to take place and
the time, if any such time is to be fixed, as of which the holders of record of
Common Stock (or other securities) will be entitled to exchange their shares of
Common Stock (or other securities) for the securities or other property
deliverable upon such reorganization, reclassification, recapitalization,
consolidation, merger, transfer, dissolution, liquidation or winding-up. Such
notice must be delivered at least 20 days prior to the date therein specified
in the case of any date referred to in the foregoing clauses (i) and (ii).


 


8.4   Effect of Failure to Notify.  Failure to file any certificate or notice or
to mail any notice, or any defect in any certificate or notice, pursuant to Section
8.3 will not affect the legality or validity of the adjustment to the
Exercise Price, the number of shares purchasable upon exercise of this Warrant,
or any transaction giving rise thereto.


 


9.     Amendments.  Any provision of this Warrant may be amended
and the observance thereof waived only with the written consent of the Company
and the Warrantholder.


 


10.  Expiration
of the Warrant.  The obligations
of the Company pursuant to this Warrant will terminate on the Expiration Date. 


 


11.  Miscellaneous.


 


11.1                 Entire Agreement. This Warrant constitutes the
entire agreement between the Company and the Warrantholder with respect to the
Warrants.


 


11.2                 Binding Effect; Benefits. This Warrant will inure to the
benefit of and is binding upon the Company and the Warrantholder and their
respective heirs, successors and assigns, as the case may be.  Nothing in this Warrant, expressed or
implied, is intended to or shall confer on any Person other than the Company and
the Warrantholder, or their respective heirs, successors or assigns, as the
case may be, any rights, remedies, obligations or liabilities under or by
reason of this Warrant.


 


11.3                 Section and Other Headings.  The section and other headings contained in
this Warrant are for reference purposes only and will not be deemed to be a
part of this Warrant or to affect the meaning or interpretation of this
Warrant.


 


11.4                 Notices. All notices and other
communications required or permitted hereunder must be in writing and must be
delivered personally, telecopied or sent by certified, registered, or express
mail, postage prepaid.  Any such notice
will be deemed given when so delivered personally, telecopied, or sent by
certified, registered or express mail, as follows: (a) if to the Company,
addressed to: Main Street Restaurant Group, Inc., 5050 North 40th Street, Suite 200, Phoenix, Arizona 85018, Attention: Chief
Financial Officer, Telecopy: (602) 852-9076; or (b) if to the Warrantholder,
addressed to: CIC MSRG LP, 500 Crescent Court, Suite 250, Dallas, Texas 75201,
Telecopy: (214) 880-4491.  Any party may
by notice given in accordance with this Section 11.4 designate another
address or person for receipt of notices hereunder.


 


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11.5                 Severability. Any term or provision of this
Warrant that is invalid or unenforceable in any jurisdiction will, as to such
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the terms and
provisions of this Warrant or affecting the validity or enforceability of any
of the terms or provisions of this Warrant in any other jurisdiction.


 


11.6                 Governing Law.  This Warrant is deemed to be a contract made
under the laws of the State of Delaware and for all purposes will be governed
by and construed in accordance with the laws of such State applicable to such
agreements made and to be performed entirely within such State.


 


11.7                 Certain Remedies. The Warrantholder will be
entitled to an injunction or injunctions to prevent breaches of the provisions
of this Warrant and to enforce specifically the terms and provisions of this
Warrant in any court of the United States or any court of any state having
jurisdiction, this being in addition to any other remedy to which the
Warrantholder may be entitled at law or in equity.


 


11.8                 No Rights or Liabilities as
Stockholder.  Nothing contained in this Warrant will be
deemed to confer upon the Warrantholder any rights as a stockholder of the
Company or as imposing any liabilities on the Warrantholder to purchase any
securities whether such liabilities are asserted by the Company or by creditors
or stockholders of the Company or otherwise.


 


11.9                 Further Assurances.  Each of the Company and the Warrantholder
must do and perform all such further acts and things and execute and deliver
all such certificates, instruments and documents as the Company or the
Warrantholder may, at any time and from time to time, reasonably request in
connection with the performance of any of the provisions of this Agreement.


 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly
authorized officer.


 


 


	
   

  	
  MAIN STREET
  RESTAURANT GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William
  G. Shrader

  	
   

  
	
   

  	
  Its:

  	
  President
  and CEO

  	
   

  
	
   

  	
   

  
	
  Dated: April
  27, 2005

  	
   

  



 


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EXHIBIT A


EXERCISE FORM


 


(To be executed upon exercise of this Warrant)


 


The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant, to purchase                                
of the Warrant Shares and herewith tenders payment for such Warrant Shares to
the order of Main Street Restaurant Group, Inc., in the amount of $               in
accordance with the terms of this Warrant. 
The undersigned requests that a certificate for such Warrant Shares be
registered in the name of the undersigned and that such
certificates be delivered to the undersigned’s address below.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Print Name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Street
  Address)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (City)
  (State) (Zip Code)