Exhibit 4.5


 


THIS WARRANT AND THE SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT
AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE
STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO GEOPETRO
RESOURCES COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


Right to Purchase up to 60,078 Shares of
Common Stock of


 


GEOPETRO RESOURCES COMPANY


 


(subject to adjustment as provided herein)


 


COMMON STOCK PURCHASE WARRANT


 


	
  Certificate No. 0807 11

  	
   

  	
  Issue Date:
  August 13, 2007

  



 


VOID
AFTER 5:00 P.M. LOCAL TIME, August 13, 2010


 


GEOPETRO RESOURCES COMPANY, a corporation
organized under the laws of the State of California (the “Corporation”),
hereby certifies that, for value received, ECS Capital Management, L.P. or
assigns (the “Holder”), is entitled, subject to the terms set forth
below, to purchase from the Corporation (as defined herein) from and after the
Issue Date of this Common Stock Purchase Warrant (“Warrant”) and at any
time or from time to time before 5:00 p.m. local time through the close of
business on August 13, 2010 (the “Expiration Date”), up to 60,078  fully paid and nonassessable shares of
Common Stock (as hereinafter defined), at the applicable Exercise Price (as
defined below) per share. The number and character of such shares of Common
Stock and the applicable Exercise Price per share are subject to adjustment as
provided herein.


 


As used herein the following terms, unless
the context otherwise requires, have the following respective meanings:


 


(a)           The term “Common
Stock” includes (i) the Corporation’s Common Stock; and (ii) any other
securities into which or for which any of the securities described in the
preceding clause (i) may be converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or otherwise.


 


(b)           The term “Corporation”
includes GeoPetro Resources Company and any corporation which shall succeed, or
assume the obligations of, GeoPetro Resources Company hereunder.


 


(c)           The “Exercise
Price” applicable under this Warrant shall be $3.85 per Common Share
(subject to adjustment pursuant to Section 4).


 


1

















 


(d)           The term “Other
Securities” refers to any stock (other than Common Stock) and other securities
of the Corporation or any other person (corporate or otherwise) which the
holder of the Warrant at any time shall be entitled to receive, or shall have
received, on the exercise of the Warrant, in lieu of or in addition to Common
Stock, or which at any time shall be issuable or shall have been issued in
exchange for or in replacement of Common Stock or Other Securities pursuant to Section 4
or otherwise.


 


(e)           The term “Subscription
Agreement” means the Subscription Agreement between the Corporation and the
Holder, accepted by the Corporation on August 13, 2007.


 


All other defined terms have the meaning
attributed to them in the Subscription Agreement.


 


1.             Exercise of Warrant.


 


1.1           Number of Shares Issuable upon Exercise. From and after the date hereof through and including the Expiration
Date, the Holder shall be entitled to receive, upon exercise of this Warrant in
whole or in part, by delivery to the Corporation of this Warrant Certificate,
an original copy of an exercise notice in the form attached hereto as Exhibit A
(the “Subscription Form”) duly completed and executed and the
satisfaction of the surrender and payment requirements of Section 2,
the number of shares of Common Stock of the Corporation set forth in the
Subscription Form, subject to adjustment pursuant to Section 5.


 


1.2           Corporation Acknowledgment. The Corporation will, at the time of the exercise of the Warrant,
upon the request of the Holder acknowledge in writing its continuing obligation
to afford to such Holder any rights to which such Holder shall continue to be
entitled after such exercise in accordance with the provisions of this Warrant.
If the Holder shall fail to make any such request, such failure shall not
affect the continuing obligation of the Corporation to afford to such Holder
any such rights.


 


1.3           Registration Statement. The Corporation will prepare and file the Registration Statement
(defined in the Subscription Agreement) in accordance with the terms of the
Registration Rights Agreement attached to the Subscription Agreement.


 


1.4           Legends.


 


(a)           Each
certificate for Common Stock issued upon exercise of this Warrant shall bear
the following legend:


 


“THE SECURITIES REPRESENTED HEREBY HAVE NOT
BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY (A) TO GEOPETRO RESOURCES COMPANY (THE “CORPORATION”),
(B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH
RULE 144 OR 144A THEREUNDER, IF AVAILABLE, AND IN 


 


2

















 


ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS, (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR (E) IN
A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR
ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE,
FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF
EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. HEDGING
TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE U.S. SECURITIES ACT.”


 


2.             Procedure for Exercise.


 


2.1           Delivery of Stock Certificates, Etc., on Exercise. The Corporation agrees that the shares of Common Stock purchased upon
exercise of this Warrant shall be deemed to be issued to the Holder as the
owner of record of such shares as of the close of business on the date on which
the duly completed and executed Subscription Form, this Warrant Certificate and
payment for such shares shall have been received by the Corporation in
accordance herewith. As soon as practicable after the exercise of this Warrant
in full or in part, and in any event within seven (7) business days thereafter,
the Corporation at the Corporation’s expense (including the payment by it of
any applicable issue taxes) will cause to be issued in the name of and
delivered to the Holder, or as such Holder (upon payment by such Holder of any
applicable transfer taxes) may direct in compliance with applicable securities
laws, a certificate or certificates for the number of duly and validly issued,
fully paid and nonassessable shares of Common Stock (or Other Securities) to
which such Holder shall be entitled on such exercise. By acceptance hereof, the
Holder expressly waives any right to receive fractional Common Shares upon
exercise of this Warrant. If the number of Common Shares to which the Holder
would otherwise be entitled upon the exercise of this Warrant Certificate is
not a whole number, then the number of Common Shares to be issued will be
rounded down to the next whole number. Following a partial exercise of this
Warrant prior to the Expiration Date, the Corporation shall cancel this Warrant
Certificate and, within five business days, execute and deliver to the Holder a
new Warrant Certificate of like tenor covering the remaining balance of the
shares of Common Stock subject to this Warrant Certificate.


 


2.2           Exercise. Payment may be
made by certified or official bank check payable to the order of the
Corporation equal to the applicable aggregate Exercise Price, for the number of
Common Shares specified in such Subscription Form (as such exercise number
shall be adjusted to reflect any adjustment in the total number of shares of
Common Stock issuable to the Holder in accordance with the terms of this
Warrant) and the Holder shall thereupon be entitled to receive the number of
duly authorized, validly issued, fully-paid and non-assessable shares of Common
Stock (or Other Securities) determined as provided herein.


 


2.3           Representation. The
Holder of this Warrant has represented to the Corporation that it is acquiring
this Warrant for its own account and not with a view toward, or for resale in
connection with, the public sale or distribution of this Warrant or the
underlying shares of Common Stock, except pursuant to sales registered or
exempted under the Securities Act of 1933, as amended (the “Securities Act”).
The Holder of this Warrant further represented that as 


 


3

















 


of the Issue Date, the Holder was an “accredited
investor” as that term is defined in Rule 501(a)(3) of Regulation D
promulgated by the Securities and Exchange Commission under the Securities Act.
Upon exercise of this Warrant, the Holder shall, if requested by the
Corporation, confirm in writing, in a form satisfactory to the Corporation,
representations concerning the shares of Common Stock underlying this Warrant,
in substantially the form of the first two sentences of this Section 2.3.


 


3.             Effect of Reorganization, Etc.; Adjustment of Exercise
Price.


 


3.1           Reorganization, Consolidation, Merger, Etc. If at any time or from time to time, the Corporation (a) effects a
reorganization, (b) consolidates with or merges into any other person, or (c)
transfers all or substantially all of its properties or assets to any other
person under any plan or arrangement contemplating the dissolution of the
Corporation, then, in each such case, as a condition to the consummation of such
a transaction, proper and adequate provision shall be made by the Corporation
whereby the Holder of this Warrant, on the exercise hereof as provided in Section 1
at any time after the consummation of such reorganization, consolidation or
merger or the effective date of such dissolution, as the case may be, shall
receive, in lieu of the Common Stock (or Other Securities) issuable on such
exercise prior to such consummation or such effective date, the stock and other
securities and property (including cash) to which such Holder would have been
entitled upon such consummation or in connection with such dissolution, as the
case may be, if such Holder had so exercised this Warrant, immediately prior
thereto, all subject to further adjustment thereafter as provided in Section 4.


 


3.2           Dissolution. In the event
of any dissolution of the Corporation following the transfer of all or
substantially all of its properties or assets, the Corporation, concurrently
with any distributions made to holders of its Common Stock, shall at its
expense deliver or cause to be delivered to the Holder the stock and other
securities and property (including cash, where applicable) receivable by the
Holder of this Warrant pursuant to Section 3.1, or if the Holder
also instructs the Corporation, to a bank or trust company specified by the
Holder as trustee for the Holder (the “Trustee”).


 


3.3           Continuation of Terms.
Upon any reorganization, consolidation, merger or transfer (and any dissolution
following any transfer) referred to in this Section 3, this Warrant
shall continue in full force and effect and the terms hereof shall be
applicable to the shares of stock and other securities and property receivable
on the exercise of this Warrant after the consummation of such reorganization,
consolidation or merger or the effective date of dissolution following any such
transfer, as the case may be, and shall be binding upon the issuer of any such
stock or other securities, including, in the case of any such transfer, the
person acquiring all or substantially all of the properties or assets of the
Corporation, whether or not such person shall have expressly assumed the terms
of this Warrant as provided in Section 4. If this Warrant does not
continue in full force and effect after the consummation of the transactions
described in this Section 3, then the Corporation’s securities and
property (including cash, where applicable) receivable by the Holder of this
Warrant will be delivered to the Holder or the Trustee as contemplated by Section 3.2.


 


4.             Extraordinary Events Regarding Common Stock. If the Corporation (a) issues additional shares of the Common Stock
as a dividend or other distribution on outstanding 


 


4

















 


Common Stock
or any preferred stock issued by the Corporation, (b) subdivides its
outstanding shares of Common Stock, or (c) combines its outstanding shares of
the Common Stock into a smaller number of shares of the Common Stock, then, in
each such event, the Exercise Price shall, simultaneously with the happening of
such event, be adjusted by multiplying the then Exercise Price by a fraction,
the numerator of which shall be the number of shares of Common Stock
outstanding immediately prior to such event and the denominator of which shall
be the number of shares of Common Stock outstanding immediately after such
event, and the product so obtained shall thereafter be the Exercise Price then
in effect. The Exercise Price, as so adjusted, shall be readjusted in the same
manner upon the happening of any successive event or events described herein in
this Section 4. The number of shares of Common Stock that the
Holder of this Warrant shall thereafter, on the exercise hereof as provided
herein in Section 1, be entitled to receive shall be adjusted to a
number determined by multiplying the number of shares of Common Stock that
would otherwise (but for the provisions of this Section 4) be
issuable on such exercise by a fraction of which (a) the numerator is the
Exercise Price that would otherwise (but for the provisions of this Section 4)
be in effect, and (b) the denominator is the Exercise Price in effect on the
date of such exercise.


 


5.             Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of
Common Stock (or Other Securities) issuable on the exercise of the Warrant as
provided for in Section 3 or 4 above, the Corporation at its
expense will promptly cause its Chief Financial Officer or other appropriate
designee to compute such adjustment or readjustment in accordance with the
terms of the Warrant and prepare a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based, including a statement of (a) the consideration received
or receivable by the Corporation for any additional shares of Common Stock (or
Other Securities) issued or sold or deemed to have been issued or sold, (b) the
number of shares of Common Stock (or Other Securities) outstanding or deemed to
be outstanding, and (c) the Exercise Price and the number of shares of Common
Stock to be received upon exercise of this Warrant, in effect immediately prior
to such adjustment or readjustment and as adjusted or readjusted as provided in
this Warrant. The Corporation will forthwith mail or cause to be mailed a copy
of each such certificate to the Holder of this Warrant.


 


6.             Reservation of Stock, Etc. Issuable on Exercise of
Warrant. The Corporation will at all times reserve
and keep available, solely for issuance and delivery on the exercise of the
Warrant, shares of Common Stock (or Other Securities) from time to time
issuable on the exercise of the Warrant.


 


7.             Assignment; Exchange of Warrant. Subject to compliance with applicable securities laws, this Warrant,
and the rights evidenced hereby, may be transferred by any registered holder
hereof (a “Transferor”) in whole or in part. On the surrender for
exchange of this Warrant, with the Transferor’s endorsement in the form of Exhibit B
(the “Transferor Endorsement Form”), together with evidence reasonably
satisfactory to the Corporation demonstrating compliance with applicable
securities laws (which shall include, without limitation, the provision of a
legal opinion from the Transferor’s counsel that such transfer is exempt from
the registration or equivalent requirements of applicable securities laws) the
Corporation at the Corporation’s expense (but with payment by the Transferor of
any applicable transfer taxes), and written confirmation by the Corporation of
receipt of satisfactory evidence and to proceed with transfer 


 


5

















 


with legend
instructions, will issue and deliver to or on the order of the Transferor
thereof a new Warrant of like tenor, in the name of the Transferor and/or the
transferee(s) specified in such Transferor Endorsement Form (each a “Transferee”),
calling in the aggregate on the face or faces thereof for the number of shares
of Common Stock called for on the face or faces of the Warrant so surrendered
by the Transferor.


 


8.             Replacement of Warrant.
On receipt of evidence reasonably satisfactory to the Corporation of the loss,
theft, destruction or mutilation of this Warrant and, in the case of any such
loss, theft or destruction of this Warrant, on delivery of an indemnity agreement
and surety bond reasonably satisfactory in form and amount to the Corporation,
the Corporation at the Holder’s expense and Holder’s payment of charges of the
Corporation, will execute and deliver, in lieu thereof, a new Warrant of like
tenor.


 


9.             Exercise Restrictions.


 


9.1           Beneficial Ownership Limitation. Notwithstanding anything contained herein to
the contrary, the Holder may not exercise this Warrant to the extent such
exercise would result in the Holder, together with any affiliate thereof, beneficially
owning a number of shares of Common Stock in excess of 4.99% of the then issued
and outstanding shares of Common Stock of the Corporation. For the purposes of
the immediately preceding sentence, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange
Act”) and Rule 13d-3 thereunder. Since the Holder will not be
obligated to report to the Corporation the number of shares of Common Stock it
may hold at the time of an exercise hereunder, unless the exercise at issue
would result in the issuance of shares of Common Stock in excess of 4.99% of
the then outstanding shares of Common Stock without regard to any other shares
which may be beneficially owned by the Holder or an affiliate thereof, the
Holder shall have the authority and obligation to determine whether the
restriction contained in this Section 9 will limit any particular
exercise hereunder and to the extent that the Holder determines that the
limitation contained in this Section 9 applies, the determination
of the amount of this Warrant that is exercisable shall be the responsibility
and obligation of the Holder. The provisions of this Section 9.1
may be waived by the Holder (but only as to itself and not to any other holder
of Warrants) in whole or in part upon not less than 61 days’ prior notice to
the Corporation. Other holders of Warrants shall be unaffected by any such
waiver.


 


9.2           Limitation on Number of Shares Issuable. Notwithstanding anything contained herein to
the contrary, the rights represented by this Warrant shall not be exercisable
by the Holder, in whole or in part, and the Corporation shall not give effect
to any such exercise, if, after giving effect to such exercise, the Holder,
together with any person or company acting jointly or in concert with the
Holder (the “Joint Actors”) would in the aggregate beneficially own or
exercise control or direction over that number of voting securities of the
Corporation which is 19.99% or greater of the total issued and outstanding
voting securities of the Corporation. For greater certainty, the rights
represented by this Warrant shall not be exercisable by the Holder, in whole or
in part, and the Corporation shall not give effect to any such exercise, if,
after giving effect to such exercise, the Holder, together with its Joint
Actors, would be deemed to hold a number of voting securities sufficient to
materially affect the control of the Corporation.


 


6

















 


9.3           Provision of Officer’s Certificate. Prior to exercising the rights represented
by this Warrant, the Holder shall provide the Corporation with an officer’s
certificate stating the number of voting securities of the Corporation held by
the Holder and its Joint Actors as of the date provided for in the exercise
notice (the “Officer’s Certificate”) and the Corporation shall be
entitled to rely on the Officer’s Certificate in making any determinations
regarding the total issued and outstanding voting securities of the Corporation
to be held by the Holder and its Joint Actors after giving effect to the
exercise. The execution of the Subscription Form by the Holder will suffice as
the Holder’s acknowledgement of compliance with such exercise limits as set
forth in this Section 9.


 


10.           Transfer on the Corporation’s Books. Until this Warrant is transferred on the books of the Corporation,
the Corporation may treat the registered Holder hereof as the absolute owner
hereof for all purposes, notwithstanding any notice to the contrary.


 


11.           Notices, Etc. All notices
and other communications from the Corporation to the Holder of this Warrant
shall be delivered by ordinary surface or air mail, postage prepaid, addressed
to the Holder or delivered at their respective address appearing on the register
of Holders.


 


12.           Miscellaneous.
Notwithstanding any provision to the contrary contained in this Warrant, no
Common Stock will be issued pursuant to the exercise of this Warrant if the
issuance of such securities may constitute a violation of the securities laws
of any applicable jurisdiction. This Warrant and any term hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of such change, waiver, discharge
or termination is sought. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF STATE OF CALIFORNIA WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAWS. ANY ACTION BROUGHT CONCERNING THE TRANSACTIONS CONTEMPLATED
BY THIS WARRANT SHALL BE BROUGHT ONLY IN THE STATE COURTS OF CALIFORNIA OR IN
THE FEDERAL COURTS LOCATED IN THE STATE OF CALIFORNIA. The Holder and the
Corporation shall submit to the jurisdiction of such courts and waive trial by
jury. The prevailing party shall be entitled to recover from the other party
its reasonable attorney’s fees and costs. If any provision of this Warrant is
invalid or unenforceable under any applicable statute or rule of law, then such
provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such statute or rule of
law. Any such provision which may prove invalid or unenforceable under any law
shall not affect the validity or enforceability of any other provision of this
Warrant. The headings in this Warrant are for purposes of reference only, and
shall not limit or otherwise affect any of the terms hereof. The invalidity or
unenforceability of any provision hereof shall in no way affect the validity or
enforceability of any other provision hereof.


 


7

















 


IN WITNESS WHEREOF, the Corporation has
executed this Warrant as of the date first written above.


 


	
   

  	
  GEOPETRO RESOURCES COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
        /s/
  J. Chris Steinhauser

  	
   

  



 


8

















 


EXHIBIT A


 


FORM OF SUBSCRIPTION


(To Be Signed Only On Exercise of Warrant)


 


	
  TO:

  	
  GeoPetro Resources Company

  
	
   

  	
  One Maritime Plaza, Suite 700

  
	
   

  	
  San Francisco, California
  94111

  
	
   

  	
  Attention:             President

  



 


The undersigned, pursuant to the provisions
set forth in the attached Warrant (No.      ),
hereby irrevocably elects to purchase:


 


           
shares of the Common Stock covered by such Warrant


 


The undersigned herewith makes payment of the
full Exercise Price for such shares at the price per share provided for in such
Warrant, which is $3.85. Such payment takes the form of:


 


o   certified
check                                               o   bank draft


 


The undersigned requests that the
certificates for such shares be issued in the name of, and delivered to                                                                           
whose address is                                                                                                                                                                                                                                                                                        .


 


(Please print full name in which share
certificates are to be issued. If any shares are to be issued to a person or
persons other than the Warrantholder, the Warrantholder must pay all applicable
transfer taxes or other government charges.)


 


Terms not defined herein shall have the same
meanings ascribed to them in the Warrant Certificate.


 


The undersigned represents and warrants that
all offers and sales by the undersigned of the securities issuable upon
exercise of the within Warrant shall be made in reliance upon available
exemptions from the prospectus and registration or equivalent requirements of
applicable securities legislation.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  (Signature must conform to
  name of holder as

  specified on the face of the Warrant)

  



 


A-1

















 


	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature Guaranteed By:

  
							



 


The signature of the Holder to this Form must
correspond exactly with the name of the Holder as set forth on the face of this
Warrant Certificate in every particular, without alteration or enlargement or
any change whatsoever and the signature must be guaranteed by a chartered bank
or by a trust company or by a medallion signature guarantee from a member of a
recognized Signature Medallion Guarantee Program.


 


A-2

















 


EXHIBIT B


 


FORM OF TRANSFEROR ENDORSEMENT


(To Be Signed Only On Transfer of Warrant)


 


For value received, the undersigned hereby
sells, assigns, and transfers unto the person(s) named below under the heading “Transferees”
the right represented by the within Warrant to purchase shares of Common Stock
of GeoPetro Resources Company into which the within Warrant relates specified
under the headings “Number of Warrants Transferred,” respectively, opposite the
name(s) of such person(s) and appoints                                       the
Attorney to transfer its respective right on the register of warrants
maintained by the Corporation with full power of substitution in the premises.


 




	
  Transferees

  	
   

  	
  Address

  	
   

  	
  Number of Warrants

  Transferred

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  






 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  (Signature must conform to
  name of holder as

  specified on the face of the Warrant)

  
	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature Guarantee

  



 


ACCEPTED AND AGREED:


[TRANSFEREE]


 


	
   

  	
   

  
	
   

  	
  (Name)

  
			



 


A-3

















 


The signature of the Holder to this Form must
correspond exactly with the name of the Holder as set forth on the face of this
Warrant Certificate in every particular, without alteration or enlargement or
any change whatsoever and the signature must be guaranteed by a chartered bank
or by a trust company or by a medallion signature guarantee from a member of a
recognized Signature Medallion Guarantee Program.


 


A-4