Form of Series B Cash Trigger Warrant



 EXHIBIT 10.89 
  
 A form of the attached warrant was issued to the following entities (all dated as of June 5, 2003): 
  

	 Security No.

	    	 Issued to:

	  	Purchase Amount:


	 CT-6
	    	 Crosslink Ventures IV, L.P.
	  	$	1,840,000
			
	 CT-7
	    	 Crosslink Omega Ventures IV GmbH & Co. KG
	  	$	80,500
			
	 CT-8
	    	 Offshore Crosslink Omega Ventures IV
	  	$	652,000
			
	 CT-9
	    	 Omega Bayview IV, L.L.C.
	  	$	139,000
			
	 CT-10
	    	 Crosslink Crossover Fund III, L.P.
	  	$	1,711,000
			
	 CT-11
	    	 Offshore Crosslink Crossover Fund III
	  	$	327,500
			
	 CT-12
	    	 Gary Hromadko
	  	$	250,000.00








 THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OR IN A TRANSACTION WHICH, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO
EQUINIX, INC., A DELAWARE CORPORATION (THE “PARENT”), QUALIFIES AS AN EXEMPT TRANSACTION UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. 
  
 EQUINIX, INC. 
  
 SERIES B CASH TRIGGER WARRANT 
  
 June 5, 2003 
  

	 Warrant No.
	  	 CT-6

	 Date of Initial Issuance:
	  	 June 5, 2003


  
 THIS CERTIFIES THAT
for value received, Crosslink Ventures IV, L.P. or its registered assigns (hereinafter called “Warrant Holder”), is entitled to purchase from Parent, at any time during any Exercise Period (as defined below) until the Expiration Date (as
defined below), the number of shares of common stock, $0.001 par value, of Parent (“Common Stock”) equal to the quotient obtained as of any Exercise Date (as defined below) by dividing (i) $1,840,000 (“Purchase Amount”), less any
proceeds received by Parent from time to time as a result of previous exercises under this Warrant, by (ii) the Warrant Price (as defined below) as of such Exercise Date, at the Warrant Price as of such Exercise Date, payable as provided herein. The
exercise of this Warrant shall be subject to the provisions, limitations and restrictions herein contained. This Warrant may be exercised in whole or from time to time in part. 
  
 Section 1. Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the
Securities Purchase Agreement, dated October 2, 2002, by and among Parent, the Guarantors named therein and the Purchasers named therein (the “Purchase Agreement”). For all purposes of this Warrant, the following terms shall have the
meanings indicated: 
  
 “Amended and Restated Credit
Facility” shall mean the Second Amended and Restated Credit and Guaranty Agreement, dated as of December 31, 2002, by and among Equinix Operating Co., Inc., Equinix, Inc. and certain of its subsidiaries, various lenders, Salomon Smith Barney
Inc., and Citicorp USA, Inc., as the same may be amended or restated from time to time. 
  
 “Credit Documents” shall have the meaning ascribed to such term in the Amended and Restated Credit Facility. 
  
 “Cure Date” shall mean 5:00 p.m. Pacific time, on the fifth business day after Parent provides the Warrant Holder with written notice of a
Trigger Event. 
  
 “Exercise Period” shall mean that
period of time beginning on any Trigger Date and ending on any related Cure Date. 
  

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 “Expiration Date” shall mean the date on which all of Parent’s obligations under the
Amended and Restated Credit Facility are satisfied in full. 
  
 “Loan” shall have the meaning ascribed to such term in the Amended and Restated Credit Facility. 
  
 “Percentage Interest” shall mean the Purchase Amount of the Warrant Holder as a fraction of the Purchase Amount of all holders of Warrants in
the aggregate. 
  
 “Trigger Date” shall mean the date on
which (i) Parent fails to pay when due any installment of principal of any Loan, whether at stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory payment or otherwise or any interest on any Loan or any fee or any other
amount due under any of the Credit Documents, provided that at such time Parent does not have sufficient cash or cash equivalents to make such payments, or (ii) Parent defaults in its performance under the covenants set forth in Sections 6.6 or
6.7(e) of the Amended and Restated Credit Facility. 
  
 “Trigger Event” shall mean either of the events referenced in clauses (i) and (ii) of the definition of “Trigger Date.” 
  
 “Under-Subscribed Shares” is defined in Section 2.1(c) of this Warrant. 
  
 “Warrants” shall mean this Series B Cash Trigger Warrant and any other Series B Cash Trigger Warrant issued to the
original holder of any Series B Cash Trigger Warrant or issued to any transferees of such original holder or subsequent holder. 
  
 “Warrant Price” shall mean the per share price that is the product obtained by multiplying (x) the Current Market Value as of the Exercise Date
and (y) 0.90. 
  
 “Warrant Shares” shall mean shares of
Common Stock, subject to adjustment or change as herein provided, purchased or purchasable by Warrant Holder upon the exercise hereof. 
  
 Section 2. Exercise of Warrant. 
  
 2.1 Exercise Amount. 
  
 (a) During any given Exercise Period for which the Trigger Event is clause (i) of the definition of Trigger Date: 
  
 (i) the minimum number of shares Warrant Holder shall be
entitled to purchase shall be equal to the product of (A) the Percentage Interest and (B) the quotient obtained by dividing (x) $5,000,000 by (y) the Warrant Price as of such Exercise Date; and 
  
 (ii) the maximum number of shares Warrant Holder shall be
entitled to purchase shall be equal to the product of (A) the Percentage Interest, and (B) the quotient obtained as of the Exercise Date by dividing (x) the sum of (I) the amount of any past due principal or interest payment on any Loan, and (II)
$5,000,000, by (y) the Warrant Price as of such Exercise Date. 
  
 (b) During any given Exercise Period for which the Trigger Event is clause (ii) of the definition of Trigger Date: 
  

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 (i) the minimum number of shares Warrant Holder shall be entitled to purchase shall be
equal to the product of (A) the Percentage Interest and (B) the quotient obtained by dividing (x) $5,000,000 by (y) the Warrant Price as of such Exercise Date; and 
  
 (ii) the maximum number of shares Warrant Holder shall be entitled to purchase shall be equal to the product
of (A) the Percentage Interest, and (B) the quotient obtained as of the Exercise Date by dividing (x) the sum of (I) the amount by which the required minimum cash and cash equivalents for the applicable month, as set forth on Schedules 6.6 and
6.7(e) of the Amended and Restated Credit Facility exceeds Parent’s actual cash and cash equivalents balance, but for an exercise under this Warrant during the Exercise Period, as of the Exercise Date, and (II) $5,000,000, by (y) the Warrant
Price as of such Exercise Date. 
  
 (c) Notwithstanding anything
to the contrary in this Section 2.1, in the event that during any Exercise Period the amount of shares obtained by the calculations in clause (B) of Section 2.1(a)(ii) or clause (B) of Section 2.1(b)(ii), as applicable, exceeds the number of shares
for which all holders of Warrants (“CTW Holders”) tendered Notice of Exercise (in the form attached hereto as Exhibit A) for such Exercise Period (the “Under-Subscribed Shares”), then Warrant Holder may purchase any and all
Under-Subscribed Shares if Warrant Holder has tendered a Notice of Additional Exercise (in the form attached hereto as Exhibit D). If the number of shares for which CTW Holders tender Notice of Additional Exercise exceeds the amount of
Under-Subscribed Shares, then the Under-Subscribed Shares shall be allocated pro rata (based on each such CTW Holder’s relative Purchase Amount) among such CTW Holders, including Warrant Holder. 
  
 2.2 Procedure for Exercise of Warrant. Parent shall immediately
provide the Warrant Holder with written notice of a Trigger Event, and in no event later than the second Business Day following the Trigger Event. At any time during the Exercise Period, the purchase rights represented by this Warrant are
exercisable by the Warrant Holder in whole or in part (but not as to any fractional share of Common Stock) at any time (the “Exercise Date”) before the close of business on the Expiration Date by delivery to Parent at its office referred
to in Section 9 hereof: (a) the Notice of Exercise in the form of Exhibit A attached hereto, (b) cash, certified or official bank check payable to the order of Parent, or wire transfer of funds to Parent’s account, and (c) this Warrant. This
Warrant shall be exercised by the Warrant Holder by the surrender of this Warrant to Parent at any time during usual business hours at Parent’s principal place of business, accompanied by the Notice of Exercise, substantially in the form of
Exhibit A attached hereto, specifying that the Warrant Holder elects to exercise all or a portion of this Warrant and the name or names (with address) in which a certificate or certificates for shares of Common Stock are to be issued and (if so
required by Parent) by a written instrument or instruments of transfer in form reasonably satisfactory to Parent duly executed by the Warrant Holder or its duly authorized attorney. Upon exercise of this Warrant, Parent shall deliver to Warrant
Holder the certificate or certificates for the shares of Common Stock so purchased within the number of days specified in Rule 15c6-1 under the Exchange Act with respect to open market purchases, provided that immediately prior to the close
of business on the Exercise Date, the exercising Warrant Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon exercise of this Warrant, notwithstanding that the share register of Parent shall then be closed
or that certificates representing such Common Stock shall not then be actually delivered to such Person. Immediately prior to the close of business on the Exercise Date, all rights with respect to this Warrant so exercised, including the rights, if
any, to receive notices, will terminate (in the case of a partial exercise, to the extent of the portion of this Warrant so exercised), except only the rights of the Warrant Holder to (i) receive certificates for the number of shares of Common
Stock, into which this Warrant has been exercised; and (ii) exercise the rights to which the Warrant Holder is entitled as a holder of Common Stock. 
  

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 2.3 Transfer Restriction Legend . Each certificate for Warrant Shares shall bear the following
legend (and any additional legend required by (a) any applicable state securities laws and (b) any securities exchange upon which such Warrant Shares may, at the time of such exercise, be listed) on the face thereof unless at the time of exercise
such Warrant Shares shall be registered under the Securities Act: 
  

	“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT.”

  
 Any certificate issued at any time in
exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution under a registration statement of the securities represented thereby) shall also bear such legend unless, in
the opinion of counsel for Warrant Holder thereof (which counsel shall be reasonably satisfactory to Parent) the securities represented thereby are not, at such time, required by law to bear such legend. 
  
 Section 3. Covenants as to Common Stock. Parent covenants and agrees that all shares
of Common Stock that may be issued upon the exercise of the rights represented by this Warrant shall, upon issuance, be validly issued, fully-paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof and
not issued in violation of any preemptive rights. Parent further covenants and agrees that it shall pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or
certificates therefor issuable upon the exercise of this Warrant. Parent further covenants and agrees that Parent shall at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide
for the exercise of the rights represented by this Warrant. Parent further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with
or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then Parent shall in good faith and as expeditiously as possible endeavor to secure such registration or
approval, as the case may be. If and so long as the Common Stock issuable upon conversion of this Warrant is listed on any national securities exchange, Parent shall, if permitted by the rules of such exchange, list and keep listed on such exchange,
upon official notice of issuance, all shares of such Common Stock issuable upon conversion of this Warrant. 
  
 Section 4. Adjustments 
  
 (a) If Parent proposes a Fundamental Transaction, as a condition to consummating any such transaction the Surviving Person shall assume the obligations under the Warrants and issue to each Warrant Holder an assumption agreement. The
assumption agreement shall provide (i) that the Warrant Holder may exercise the Warrant for the kind and amount of securities, cash or other assets which such holder would have received immediately after the Fundamental Transaction if such holder
had exercised such Warrant immediately before the effective date of the transaction, assuming (to the extent applicable) that such holder (A) was not a constituent person or an affiliate of a constituent person to such transaction, (B) made no
election with respect thereto, and (C) was treated alike with the plurality of non-electing holders, and (ii) that the Surviving Person shall succeed to and be substituted to every obligation of Parent in respect of this Warrant. The assumption
agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. The Surviving Person shall mail to Warrant Holder a notice briefly describing the assumption
agreement. If the issuer of securities deliverable upon exercise of Warrants is an affiliate of the Surviving Person, that issuer shall join in such assumption agreement. 
  

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 (b) Parent shall at all times reserve and keep available, free from preemptive rights, out of its
authorized but unissued Common Stock, or shares of Common Stock held in the treasury of Parent, for the issuance upon exercise of this Warrant and payment of the exercise price, the full number of shares of Common Stock then deliverable upon the
exercise of the entire Warrant, and the shares so deliverable shall be fully paid and nonassessable and free from all liens and security interests. 
  
 (c) Parent will not be required to issue fractional shares upon exercise of this Warrant or distribute share certificates that evidence fractional shares.
In lieu of fractional shares, there shall be paid to the Warrant Holder an amount in cash equal to the same fraction of the Current Market Value, per share of Common Stock on the Business Day preceding the Exercise Date. Such payments will be made
by check. 
  
 (d) If at any time Parent grants, Distribution
Rights or, without duplication, makes any Distribution on the capital stock, then Parent shall grant, issue, sell or make to each Warrant Holder, the aggregate Distribution Rights or Distribution, as the case may be, which such Warrant Holder would
have acquired if such Warrant Holder had held the maximum number of shares issuable upon complete exercise of this Warrant immediately before the record date for the grant, issuance or sale of such Distribution Rights or Distribution, as the case
may be, or, if there is no such record date, the date as of which the record holders of capital stock are to be determined for the grant, issue or sale of such Distribution Rights or Distribution, as the case may be. 
  
 Section 5. Ownership. 
  
 5.1 Ownership of Warrant. Parent 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 Parent) for all purposes and shall not be affected by any notice to the contrary until
presentation of this Warrant for registration of transfer as provided in this Section 5. 
  
 5.2 Transfer and Replacement. This Warrant and all rights hereunder are transferable in whole or in part upon the books of Parent by Warrant Holder hereof in person or by duly authorized attorney, and a new
Warrant or Warrants, of the same tenor as this Warrant, but registered in the name of the transferee or transferees (and in the name of Warrant Holder, if a partial transfer is effected) shall be made and delivered by Parent upon surrender of this
Warrant duly endorsed, at the office of Parent referred to in Section 9 hereof, together with a properly executed Assignment (in the form of Exhibit B or Exhibit C attached hereto, as the case may be). Upon receipt by Parent of evidence reasonably
satisfactory to it of the loss, theft or destruction, and, in such case, of indemnity or security reasonably satisfactory to it, and upon surrender of this Warrant if mutilated, Parent shall make and deliver a new Warrant of like tenor, in lieu of
this Warrant; provided that if the Warrant Holder hereof is an instrumentality of a state or local government or an institutional holder or a nominee for such an instrumentality or institutional holder an irrevocable agreement of indemnity by
such Warrant Holder shall be sufficient for all purposes of this Section 5, and no evidence of loss or theft or destruction shall be necessary. This Warrant shall be promptly cancelled by Parent upon the surrender hereof in connection with any
transfer or replacement. Except as otherwise provided above, in the case of the loss, theft or destruction of a Warrant, Parent shall pay all expenses, taxes and other charges payable in connection with any transfer or replacement of this Warrant,
other than stock transfer taxes (if any) payable in connection with a transfer of this Warrant, which shall be payable by Warrant Holder. Warrant Holder shall not transfer this Warrant and the rights hereunder except in compliance with federal and
state securities laws. 
  
 Section 6. Notice of Dissolution or
Liquidation. In case of any distribution of the assets of Parent in dissolution or liquidation (except under circumstances when Section 4(c) shall be applicable), Parent shall 

  

 6 








 
give notice thereof to Warrant Holder hereof and shall make no distribution to stockholders until the expiration of thirty (30) days from the date of mailing
of the aforesaid notice and, in any case, Warrant Holder hereof may exercise this Warrant within thirty (30) days from the date of the giving of such notice, and all rights herein granted not so exercised within such thirty (30)-day period shall
thereafter become null and void. 
  
 Section 7. Notice of Dividends. If the
Board of Directors of Parent shall declare any dividend or other distribution on its Common Stock except by way of a stock dividend payable in shares of its Common Stock, Parent shall mail notice thereof to Warrant Holder hereof not less than thirty
(30) days prior to the record date fixed for determining stockholders entitled to participate in such dividend or other distribution, and Warrant Holder hereof shall not participate in such dividend or other distribution unless this Warrant is
exercised prior to such record date. The provisions of this Section 7 shall not apply to distributions made in connection with transactions covered by Section 4. 
  
 Section 8. Special Arrangements of Parent. Parent covenants and agrees that prior to the Expiration Date, unless otherwise approved
by Warrant Holder, Parent shall not amend its certificate of incorporation to eliminate as an authorized class of capital stock that class denominated as “Common Stock” on the date hereof. 
  
 Section 9. Notices. Any notice or other document required or permitted to be given or
delivered to Warrant Holder shall be delivered at, or sent by certified or registered mail to, Warrant Holder at its address for notices set forth in the Purchase Agreement or to such other address as shall have been furnished to Parent in writing
by Warrant Holder. Any notice or other document required or permitted to be given or delivered to Parent shall be delivered at, or sent by certified or registered mail to, Parent at its address for notices set forth in the Purchase Agreement or to
such other address as shall have been furnished in writing to Warrant Holder by Parent. Any notice so addressed and mailed by registered or certified mail shall be deemed to be given when so mailed. Any notice so addressed and otherwise delivered
shall be deemed to be given when actually received by the addressee. 
  
 Section
10. No Rights as Stockholder; Limitation of Liability. This Warrant shall not entitle Warrant Holder to any of the rights of a stockholder of Parent except upon exercise in accordance with the terms hereof. No provision hereof, in the absence
of affirmative action by Warrant Holder to purchase shares of Common Stock, and no mere enumeration herein of the rights or privileges of Warrant Holder, shall give rise to any liability of Warrant Holder for the Warrant Price hereunder or as a
stockholder of Parent, whether such liability is asserted by Parent or by creditors of Parent. 
  
 Section 11. Governing Law; Arbitration. This Warrant and the rights and obligations of the parties under this Warrant shall be governed by and construed and enforced in accordance with the laws of the State of
New York (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York). Each of Parent and the Warrant Holder agree that any dispute, controversies or claims (whether in contract, tort or otherwise) arising
out of, related to or otherwise by virtue of this Warrant, breach of this Warrant or the transactions contemplated hereby shall be finally settled by arbitration (which shall be the exclusive forum for dispute resolution) as provided in Section
11.12 of the Purchase Agreement. 
  
 Section 12. Amendments. This Warrant
and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by both parties (or any respective successor in interest thereof). 
  
 Section 13. Headings. 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. 
  

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 IN WITNESS WHEREOF, Parent has caused this Warrant to be signed by its duly authorized officer as of the
date first written above. 
  

	 EQUINIX, INC.

		
	 By:
	 	 /s/    RENEE F.
LANAM        


	 Name:
	 	Renee F. Lanam
	Title:	 	Chief Financial Officer and Secretary


  
  

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 EXHIBIT A 
  
 FORM OF NOTICE OF EXERCISE 
  
 [To be signed only upon exercise of the Warrant] 
  
 TO BE EXECUTED BY THE REGISTERED HOLDER 
 TO
EXERCISE THE ATTACHED WARRANT 
  
 The undersigned hereby exercises
the right to purchase              shares of Common Stock which the undersigned is entitled to purchase by the terms of the attached Warrant according to the conditions thereof, and
herewith makes payment of $             therefor in cash, certified or official bank check or wire transfer of funds. 
  
 All shares to be issued pursuant hereto shall be issued in the name of and the initial address of such person to be entered on the books of
Equinix, Inc., a Delaware corporation, shall be: 
  
 The shares are to be issued
in certificates of the following denominations: 
  

	  


		
	 By:
	 	  


	 	 	 Name:

	 	 	 Title:



 Dated: ________________________ 
  
 NOTICE 
  
 The signature to the foregoing Assignment must correspond to the name as written upon the face of the attached Warrant in every particular, without alteration or
enlargement or any change whatsoever. 
  







 EXHIBIT B 
  
 FORM OF ASSIGNMENT 
 (ENTIRE) 
  
 [To be signed only upon transfer of entire Warrant] 
  
 TO BE EXECUTED BY THE REGISTERED HOLDER 
 TO TRANSFER THE ATTACHED WARRANT 
  
 FOR VALUE RECEIVED
                             hereby sells, assigns and transfers unto
                             all rights of the undersigned under and pursuant to the attached Warrant,
and the undersigned does hereby irrevocably constitute and appoint                      Attorney to transfer said Warrant on the books of
Equinix, Inc., a Delaware corporation, with full power of substitution. 
  
  

	[TRANSFEROR]
		
	 By:
	 	  


	 	 	Name:
	 	 	Title:


 Dated: ________________________ 
  
 NOTICE 
  
 The signature to the foregoing Assignment must correspond to the name as written upon the face of the attached Warrant in every particular, without alteration or
enlargement or any change whatsoever. 
  







 EXHIBIT C 
  
 FORM OF ASSIGNMENT 
 (PARTIAL) 
  
 [To be signed only upon partial transfer of Warrant] 
  
 TO BE EXECUTED BY THE REGISTERED HOLDER 
 TO TRANSFER THE ATTACHED WARRANT 
  
 FOR VALUE RECEIVED
                             hereby sells, assigns and transfers unto
                             (i) the rights of the undersigned to purchase
         shares of Common Stock under and pursuant to the attached Warrant, and (ii) on a non-exclusive basis, all other rights of the undersigned under and pursuant to the attached Warrant, it being
understood that the undersigned shall retain, severally (and not jointly) with the transferee(s) named herein, all rights assigned on such non-exclusive basis. The undersigned does hereby irrevocably constitute and appoint
                         Attorney to transfer said Warrant on the books of Equinix, Inc., a Delaware corporation, with
full power of substitution. 
  

	[TRANSFEROR]
		
	 By:
	 	  


	 	 	 Name:

	 	 	 Title:



 Dated: ________________________ 
  
 NOTICE 
  
 The signature to the foregoing Assignment must correspond to the name as written upon the face of the attached Warrant in every particular, without alteration or
enlargement or any change whatsoever. 
  







 EXHIBIT D 
  
 FORM OF NOTICE OF ADDITIONAL EXERCISE 
  
 TO BE EXECUTED BY THE REGISTERED HOLDER 
  
 The undersigned hereby gives notice to Parent of its commitment to purchase up
to             Under-Subscribed Shares by the terms of the attached Warrant according to the conditions thereof. 
  

	  


		
	 By:
	 	  


	 	 	 Name:

	 	 	 Title:



 Dated: ___________________________ 
  
 NOTICE 
  
 The signature to the foregoing Notice must correspond to the name as written upon the face of the attached Warrant in every particular, without alteration or enlargement
or any change whatsoever.