ex46to8k05558_07272009.htm


    Exhibit 4.6

     

    
      EXECUTION
VERSION

      


      


      Warrant
No. 00001

      


      COMMON
STOCK PURCHASE WARRANT

      


      To
Purchase 166,667 Shares of Common Stock of

       

      


      THE WARRANTS AND THE SHARES ISSUABLE
UPON EXERCISE OF THE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE OR OTHER SECURITIES LAW AND MAY
NOT BE TRANSFERRED EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT OR (ii) UPON RECEIPT BY THE COMPANY AN OPINION OF COUNSEL THAT
SUCH TRANSFER IS NOT IN VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE
ACT.

      


       

      EMPIRE
RESORTS, INC.

       

      THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies
that, for value received, THE PARK AVENUE BANK (the “Holder”), is
entitled, upon the terms and subject to the limitations on exercise and the
conditions hereinafter set forth, at any time on or after the date hereof (the
“Initial Exercise
Date”) and on or prior to the close of business on July 26, 2014 (the
“Termination
Date”) but not thereafter, to subscribe for and purchase from EMPIRE
RESORTS, INC., a Delaware corporation (the “Company”), up to one
hundred sixty-six thousand six hundred and sixty-seven (166,667) shares (the
“Warrant
Shares”) of common stock, par value $0.01 per share of the Company (the
“Common Stock”).  The
purchase price of one (1) share of Common Stock under this Warrant shall be
equal to the Exercise Price, as defined in Section 1(c).

       

      Background: The
Company and the Holder, are parties to the Amended and Restated Loan Agreement,
dated as of the date hereof (as the same may be amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”,
and together with all documents and agreements executed and delivered in
connection therewith, collectively, the “Credit Documents”).  As a
condition to the obligation of the Holder to enter into the Credit Documents,
the Holder has required, inter alia, that the
Company shall have executed and delivered Warrants, in substantially the form of
this Warrant, exercisable to purchase an aggregate of 277,778 shares of Common
Stock to the Holder and Mr. Alan Lee.

      


      Section
1.                            Exercise.

       

      (a)           Exercise of
Warrant.  The Holder shall have the right at any time or from
time to time on or after the Initial Exercise Date and on or before the
Termination Date to exercise all or any part of this Warrant by (i) delivery to
the Company of a duly executed facsimile copy of the Notice of Exercise Form
annexed hereto (or such other office or agency of the Company as it may
designate by notice in writing to the registered Holder at the address of such
Holder appearing on the books of the Company) together with this Warrant; and
(ii) within three (3) Business Days of the date said Notice of Exercise is
delivered to the Company, the Company shall have received payment of the
aggregate Exercise Price of the Warrant Shares thereby purchased by wire
transfer of immediately available funds or cashier’s check drawn on a United
States bank, unless this Warrant is being exercised pursuant to the cashless
exercise provision set forth in Section 1(d)
below.  In the event this Warrant is exercised in part, the Company
shall issue a new Warrant, which shall be dated as of the date of this Warrant,
covering the number of Warrant Shares in respect of which this Warrant shall not
have been exercised.  The Company shall deliver any objection to any
Notice of Exercise Form within two (2) Business Days of receipt of such
notice.  In the event of any dispute or discrepancy, the records of
the Company shall be controlling and determinative in the absence of manifest
error.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (b)           Expiration of
Warrant.  This Warrant shall expire and cease to be of any
force or effect on the Termination Date.

       

      (c)           Exercise
Price.  The exercise price at which one (1) Warrant Share shall
be purchasable upon exercise of this Warrant shall be $0.01 (the “Exercise
Price”).

       

      (d)           Cashless
Exercise.  Notwithstanding any provisions herein to the
contrary, in lieu of exercising this Warrant by payment of cash, this Warrant
may be exercised by means of a “cashless exercise” in which the Holder shall be
entitled to receive the number of Warrant Shares equal to, and the Company shall
issue to Holder such number of Warrant Shares equal to, the quotient obtained by
dividing (A-B) (X) by (A), where:

       

      
        
          	
                   
      

                	
                  

                    (A)
      = the VWAP (as defined below) on the Business Day immediately preceding
      the date of such election;

                  

                


        

         

      

      
        	
                 
      

              	
                (B)
      = the Exercise Price of this Warrant;
and

              


      

      
         

        
          	
                   
      

                	
                  

                    (X)
      = the number of Warrant Shares issuable upon exercise of this Warrant in
      accordance with the terms of this Warrant by means of a cash exercise
      rather than a cashless
exercise.

                  

                


        

         

        “VWAP” means, for any
date, the daily volume weighted average price of the Common Stock for such date
(or the nearest preceding date) on the principal stock exchange on which the
Common Stock is then traded or quoted as reported by Bloomberg Financial L.P.
(based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New
York City time)) or if the Common Stock is not traded or quoted, as determined
by the Board of Directors or the Company in good faith.

      

      


      (e)           Mechanics
of Exercise.

       

      i.           Authorization of Warrant
Shares.  The Company covenants that all Warrant Shares which
may be issued upon the exercise of the purchase rights represented by this
Warrant will, upon exercise of the purchase rights represented by this Warrant,
be duly authorized, validly issued, fully paid and nonassessable and free from
all taxes, liens and charges created by the Company in respect of the issue
thereof (other than taxes in respect of any transfer occurring contemporaneously
with such issue).

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      ii.           Delivery of Certificates
Upon Exercise.  The Company shall be required to deliver
certificates for the Warrant Shares subject to the exercise of this Warrant,
which shall be transmitted by the transfer agent of the Company to the Holder by
physical delivery to the address specified by the Holder in the Notice of
Exercise within three (3) Business Days from the delivery to the Company of the
Notice of Exercise Form, surrender of this Warrant (if required) and payment of
the aggregate Exercise Price as set forth above.  This Warrant shall
be deemed to have been exercised on the date (a) the Exercise Price is received
by the Company or (b) notification to the Company that this Warrant is being
exercised pursuant to a cashless exercise provision set forth in Section 1(d)
above.  The Warrant Shares which are subject to an exercise of this
Warrant shall be deemed to have been issued, and Holder or any other person so
designated to be named therein shall be deemed to have become a holder of record
thereof for all purposes, as of the date the Warrant has been exercised by
payment to the Company of the Exercise Price (or by cashless exercise, if
permitted) and all taxes required to be paid by the Holder, if any, pursuant to
Section
1(e)(iv) prior to the issuance of such shares, have been
paid.

       

      iii.           No Fractional Shares or
Scrip.  No fractional shares of Common Stock or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant.  As to any fraction of a share which Holder would otherwise
be entitled to purchase upon such exercise, the Company shall at its election,
either pay a cash adjustment in respect of such final fraction in an amount
equal to such fraction multiplied by the Exercise Price or round up to the next
whole share.

       

      iv.           Charges, Taxes and
Expenses.  Certificates representing the shares of Common Stock
to be issued upon the partial or complete exercise of this Warrant shall be made
without charge to the Holder, and the Company shall bear the cost of any issue
or transfer tax or other incidental expense in respect of the issuance of such
certificates, and such certificates shall be issued in the name of the Holder or
in such name or names as may be directed by the Holder; provided, however, that in the
event that this Warrant or the certificates representing the shares of Common
Stock which are issued upon the partial or complete exercise of this Warrant are
to be re-issued in a name other than the name of the Holder, the Company may
require, as a condition to such re-issuance, the payment of a sum sufficient to
reimburse it for any issue or transfer tax incidental thereto, and the Company
shall have first received the original Warrant or stock certificates which are
to be re-issued, along with duly prepared, executed and certified assignment
documentation acceptable to the Company.  Prior to re-issuing this
Warrant in a name other than the Holder, the Company shall have also first
received a completed and duly executed Assignment Form in the form attached
hereto.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      Section
2.                            Certain
Adjustments.

       

      (a)           Stock Dividends and
Splits.  If the Company shall at any time prior to the
expiration of this Warrant subdivide its outstanding Common Stock, by split-up
or otherwise, or combine its outstanding Common Stock, or issue additional
shares of its capital stock in payment of a stock dividend in respect of its
Common Stock, the number of shares issuable on the exercise of the unexercised
portion of this Warrant shall forthwith be proportionately increased in the case
of a subdivision or stock dividend, or proportionately decreased in the case of
a combination, and the Exercise Price then applicable to shares covered by the
unexercised portion of this Warrant shall forthwith be proportionately decreased
in the case of a subdivision or stock dividend, or proportionately increased in
the case of a combination.  In the event a decrease in the Exercise
Price reduces the Exercise Price below the par value of the Common Stock, the
Company shall use its best efforts to reduce the par value to an amount less
than the Exercise Price as adjusted.

       

      (b)           Reclassifications;
Reorganizations.  In case of any reclassification, capital
reorganization, or change of the outstanding shares of Common Stock (other than
as a result of a subdivision, combination or in kind dividend), or in case of
any consolidation of the Company with, or merger of the Company into, another
corporation or other business organization (other than a consolidation or merger
in which the Company is the continuing corporation and which does not result in
any reclassification or change of the outstanding shares of Common Stock), or in
case of any sale or conveyance to another corporation or other business
organization of the property of the Company as an entirety or substantially as
an entirety, at any time prior to the expiration of this Warrant, then, as a
condition of such reclassification, reorganization, change, consolidation,
merger, sale or conveyance, lawful provision shall be made, and duly executed
documents evidencing the same from the Company or its successor shall be
delivered to the holder of this Warrant, so that the holder of this Warrant
shall have the right prior to the expiration of this Warrant to purchase, at a
total price not to exceed the price payable upon the exercise of the unexercised
portion of this Warrant, the kind and amount of securities and property
receivable upon such reclassification, reorganization, change, consolidation,
merger, sale or conveyance by a holder of the number of Warrant Shares issuable
on the unexercised portion of the Warrant which might have been purchased by the
holder of this Warrant immediately prior to such reclassification,
reorganization, change, consolidation, merger, sale or conveyance, and in any
such case appropriate provisions (including without limitation, provisions for
the adjustment of the number of Warrant Shares purchasable upon exercise of this
Warrant) shall thereafter be applicable in relation to any shares of stock, and
other securities and property thereafter deliverable upon exercise
hereof.

       

      Section
3.                            Transfer
of Warrant.

       

      (a)           Transferability.  Subject
to compliance with any applicable securities laws and the conditions set forth
in Section 3(c)
below, this Warrant and all rights hereunder may be transferred, in whole or in
part.  Any such transfer shall occur upon surrender of this Warrant at
the principal office of the Company or its designated agent, together with a
written assignment of this Warrant substantially in the form attached hereto
duly executed by the Holder or its agent or attorney and funds sufficient to pay
any transfer taxes payable upon the making of such transfer.  Upon
such surrender and, if required, such payment, the Company shall execute and
deliver a new Warrant or Warrants in the name of the assignee or assignees and
in the denomination or denominations specified in such instrument of assignment,
and shall issue to the assignor a new Warrant evidencing the portion of this
Warrant not so assigned, and this Warrant shall promptly be
cancelled.  A Warrant, if properly assigned in accordance with the
terms and conditions set forth in this Warrant, may be exercised by a new holder
for the purchase of Warrant Shares without having a new Warrant
issued.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (b)           New
Warrants.  This Warrant may be divided or combined with other
Warrants upon presentation hereof at the aforesaid office of the Company,
together with a written notice specifying the names and denominations in which
new Warrants are to be issued, signed by the Holder or its agent or
attorney.  Subject to compliance with Section 3(a), as
to any transfer which may be involved in such division or combination, the
Company shall execute and deliver a new Warrant or Warrants in exchange for the
Warrant or Warrants to be divided or combined in accordance with such
notice.

       

      (c)           Transfer
Restrictions.  If, at the
time of the surrender of this Warrant in
connection with any transfer of this Warrant, the transfer of this Warrant shall
not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the
Company may (except in case of a transfer of this Warrant to an Affiliate)
require, as a condition of allowing such transfer (i) that the Holder or
transferee of this Warrant, as the case may be, furnish to the Company’s
transfer agent, a written opinion of counsel (which opinion shall be in form,
substance and scope customary for opinions of counsel in comparable transactions
and which opinion shall be at the expense of Company) to the effect that such
transfer may be made without registration under the Securities Act and under applicable state securities
or blue sky laws, (ii) that the holder or transferee execute and deliver to the
Company an investment letter in form and substance acceptable to the Company and
(iii) that the transferee be an “accredited
investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8)
promulgated under the Securities Act or a “qualified institutional buyer” as
defined in Rule 144A(a) under the Securities Act.

       

      (d)           Trading Market.  Promptly after the date on which any
holding period applicable to this Warrant under Rule 144 has expired, the
Company shall use commercially reasonable efforts (i) to issue upon request of
the transfer agent an opinion stating that the restrictive legend may be
removed from the Warrant and that the Warrant is freely tradable subject to customary assumptions;
and (ii) to cooperate with market makers (including timely delivery of
requested information) in connection with filing of a Rule 15c2-11 Exemption
Request Form and to otherwise to make the Warrant eligible for quotation on the OTC Bulletin Board.

       

      Section
4.                            Registration,
etc.

       

      (a)           The
Holder shall have the rights to registration of Warrant Shares issuable upon
exercise of the Warrants that are set forth in the Investor Rights Agreement,
dated July 27, 2009 between the Company and the Holders (the “Investor Rights
Agreement”).  Without limitation on the rights of the Holder
under the Investor Rights Agreement, subject to receipt of necessary information
in writing from the Holder that may be requested by the Company, as soon as
reasonably practicable, but in no event later than thirty (30)
days  following the Initial Exercise Date, the Company shall prepare
and file with the Securities and Exchange Commission a registration statement on
Form S-3 (or such other form which is available to the Company) relating to the
resale of the Registrable Shares (as defined in the Investor Rights Agreement)
by the Holder from time to time on The Nasdaq Market or the facilities of any
national securities exchange on which the Common Stock is then traded or in
privately negotiated transactions.  Such registration statement shall
be deemed a Demand Registration as described in the Investor Rights Agreement
subject to all the rights and obligations applicable to a Demand registration,
without reduction in or limiting the number of Demand Registrations otherwise
provided in the Investor Rights Agreement.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      (b)           In
furtherance and not in limitation of any other provision of this Warrant or the
Investor Rights Agreement, during any period of time in which the Company’s
Common Stock is listed on The Nasdaq Market or any other national securities
exchange, the Company will, at its expense, simultaneously list on The Nasdaq
Market or such exchange, upon official notice of issuance upon the exercise of
the Warrants, and maintain such listing, all shares of Common Stock from time to
time issuable upon the exercise of the Warrants; and the Company will so list on
The Nasdaq Market or any other national securities exchange, will so register
and will maintain such listing of, any Other Securities if and at the time that
any securities of like class or similar type shall be listed on The Nasdaq
Market or any other national securities exchange by the Company.

       

      Section
5.                            Miscellaneous.

       

      (a)           No Rights as Stockholder
Until Exercise.  This Warrant does not entitle the Holder to
any voting rights or other rights as a stockholder of the Company prior to the
exercise hereof in accordance with the terms and conditions set forth
herein.

       

      (b)           Loss, Theft, Destruction or
Mutilation of Warrant.  The Company covenants that upon receipt
by the Company of evidence reasonably satisfactory to it of: the loss, theft,
destruction or mutilation of this Warrant or, following the complete or partial
exercise of this Warrant, of any stock certificate for shares of Common Stock,
and in case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to it (which, in the case of the Warrant, shall not include the
posting of any bond), and upon surrender and cancellation of such Warrant or
stock certificate, if mutilated, the Company will make and deliver a new Warrant
or stock certificate of like tenor and dated as of such cancellation, in lieu of
such Warrant or stock certificate.

       

      (c)           Saturdays, Sundays,
Holidays, etc.  If the last or appointed day for the taking of
any action or the expiration of any right required or granted herein shall not
be a Business Day, then such action may be taken or such right may be exercised
on the next succeeding Business Day.

       

      (d)           Authorized
Shares.  The Company covenants that during the period the
Warrant is outstanding, it will reserve from its authorized and unissued shares
Common Stock, a sufficient number thereof to provide for the issuance of the
Warrant Shares upon the exercise of any purchase rights under this
Warrant.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      (e)           Governing
Law.  All questions concerning the construction, validity,
enforcement and interpretation of this Warrant shall be determined in accordance
with the laws of the State of New York, without regard to its principles of
conflicts of laws.

       

      (f)           Nonwaiver and
Expenses.  No course of dealing or any delay or failure to
exercise any right hereunder on the part of Holder shall operate as a waiver of
such right or otherwise prejudice the Company’s or the Holder’s rights, powers
or remedies, notwithstanding the fact that all rights hereunder terminate on the
Termination Date.  If the Company or a Holder willfully and knowingly
fails to comply with any provision of this Warrant, which results in any
material damages to the Holder or Company (as the case may be), the breaching
party shall pay to the other party such amounts as shall be sufficient to cover
any costs and expenses including, but not limited to, reasonable attorneys’
fees, including those of appellate proceedings, incurred by the non-breaching
party in collecting any amounts due pursuant hereto or in otherwise enforcing
any of its rights, powers or remedies hereunder.

       

      (g)           Limitation of
Liability.  No provision hereof, in the absence of any
affirmative action by Holder to exercise this Warrant to purchase Warrant
Shares, and no enumeration herein of the rights or privileges of Holder, shall
give rise to any liability of Holder for the purchase price of any Common Stock
or as a stockholder of the Company, whether such liability is asserted by the
Company or by creditors of the Company.

       

      (h)           Remedies.  Holder,
in addition to being entitled to exercise all rights granted by law, including
recovery of damages, will be entitled to seek specific performance of its rights
under this Warrant.  The Company agrees that monetary damages would
not be adequate compensation for any loss incurred by reason of a breach by it
of the provisions of this Warrant and hereby agrees to waive and not to assert
the defense in any action for specific performance that a remedy at law would be
adequate.

       

      (i)           Successors and
Assigns.  Subject to applicable securities laws, this Warrant
and the rights and obligations evidenced hereby shall inure to the benefit of
and be binding upon the successors of the Company and the successors and
permitted assigns of Holder.  The provisions of this Warrant are
intended to be for the benefit of all holders from time to time of this Warrant
that become holders of this Warrant in compliance with the terms and conditions
set forth herein.

       

      (j)           Entire Agreement;
Amendment.  This Warrant, together with the Investor Rights
Agreement, constitutes the entire agreement and supersedes all prior agreements
and understandings, both written and oral, between the parties with respect to
the subject matter hereof and thereof.  Except as expressly provided
herein with respect to the ability of the Company to modify or amend this
Warrant, this Warrant may be modified or amended or the provisions hereof waived
with the written consent of the Company and the Holders of a majority in
interest of  the Warrants issued under the Credit
Agreement.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      (k)           Severability.  Wherever
possible, each provision of this Warrant shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Warrant shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provisions or the remaining provisions of
this Warrant.

       

      (l)           Headings.  The
headings used in this Warrant are for the convenience of reference only and
shall not, for any purpose, be deemed a part of this Warrant.

       

      


      ********************

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

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

         

        


        Dated:
July 27, 2009

        
          	 	
                  EMPIRE
      RESORTS, INC.

                
	 
      	 
      
	 
      	 
      
	 
      	
                  By:

                	
                  
                    /s/
      Joseph E. Bernstein

                  

                
	 
      	 
      	
                  Name:

                	
                  Joseph
      E. Bernstein

                
	 
      	 
      	
                  Title:

                	
                  Chief
      Executive Officer

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

      

      NOTICE OF
EXERCISE

      


      TO:           EMPIRE
RESORTS INC.

      


      Attention:  Chief Financial
Officer

      


      (1)           The
undersigned hereby elects to purchase ________ Warrant Shares of the Company
pursuant to the terms of the attached Warrant (only if exercised in full), and
tenders herewith payment of the exercise price in full, together with all
applicable transfer taxes, if any.

       

      (2)           Payment
shall take the form of (check applicable box):

       

      [  ]
in lawful money of the United States; or

       

      [ ] the
cancellation of such number of Warrant Shares as is necessary, in accordance
with the formula set forth in subsection 1(d), to exercise this Warrant with
respect to the maximum number of Warrant Shares purchasable pursuant to the
cashless exercise procedure set forth in subsection 1(d).

       

      (3)           Please
issue a certificate or certificates representing the number of Warrant Shares
being purchased hereby, in the name of the undersigned or in such other name as
is specified below:

       

      _______________________________

      


      (4)           Accredited
Investor.  The undersigned is an “accredited investor” as
defined in Regulation D promulgated under the Securities Act of 1933, as amended
(together with the rules and regulations promulgated by the Securities and
Exchange Commission thereunder, the “Securities Act”).

       

      (5)           Investment
Experience.  The undersigned has sufficient knowledge and
experience in business, financial and investment matters so as to be able to
evaluate the risks and merits of its investment in the Company and it is able
financially to bear the risks thereof.

       

      (6)           Company Information; No
General Solicitation.  The undersigned had access to such
information regarding the Company and its affairs as is necessary to enable it
to evaluate the merits and risks of an investment in restricted securities of
the Company and has had a reasonable opportunity to ask questions and receive
answers and documents concerning the Company and its current and proposed
operations, financial condition, business, business plans and
prospects.  The undersigned has not been offered any of the Warrant
Shares by any means of general solicitation or advertising.

       

      (7)           Acquisition for Own
Account.  The Warrant Shares being issued to and acquired by
the undersigned are being acquired by it for its account for the purpose of
investment and not with a view to, or for resale in connection with, any
distribution thereof.  The undersigned understands that it must bear
the economic risk of such investment indefinitely, and hold the Warrant Shares
indefinitely, unless a subsequent disposition of such shares is registered
pursuant to the Securities Act, or an exemption from such registration is
available.  The undersigned further understands that there is no
assurance that any exemption from the Securities Act will be available or, if
available, that such exemption will allow it to dispose of or otherwise transfer
any or all of the Warrant Shares being issued pursuant to this notice under the
circumstances, in the amounts or at the times the undersigned might
propose.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (8)           Restricted
Securities.  The undersigned understands and acknowledges that
none of the offer, issuance or sale of the Warrant Shares being issued pursuant
to this notice has been registered under the Securities Act in reliance on an
exemption from the registration requirements of the Securities
Act.  The undersigned understands and acknowledges that such shares of
stock may be subject to additional restrictions on transfer under state and/or
federal securities laws.

       

      


      


      


      


      [SIGNATURE
OF HOLDER]

      


      Name of
Investing Entity:  THE PARK AVENUE BANK

       

      


       

      _______________________________________________________________________

      Signature of Authorized Signatory of
Investing Entity:

       

      


       

      _______________________________________________________________________

      Name of
Authorized Signatory:

       

      


       

      _______________________________________________________________________

      Title of
Authorized Signatory:

       

      


       

      _______________________________________________________________________

      Date:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      ASSIGNMENT
FORM

       

      


      (To
assign the foregoing warrant, execute

      this form
and supply required information.

      Do not
use this form to exercise the warrant.)

      


      


      


      FOR VALUE
RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and all
rights evidenced thereby are hereby assigned to

       

      


      _______________________________________________
whose address is

      


      _______________________________________________________________.

      


      


      


      _______________________________________________________________

      


      Dated:  ______________,
_______

      


      


      Holder’s
Signature:               _____________________________

      


      Holder’s
Address:                 _____________________________

      


       
_____________________________

      


      


      


      Signature
Guaranteed:  ___________________________________________

      


      


      NOTE:  The
signature to this Assignment Form must correspond with the name as it appears on
the face of the Warrant, without alteration or enlargement or any change
whatsoever, and must be guaranteed by a bank or trust
company.  Officers of corporations and those acting in a fiduciary or
other representative capacity should file proper evidence of authority to assign
the foregoing Warrant.