Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1 Filing Table of Contents
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1: S-1 Registration Statement (General Form) HTML 2.23M
23: COVER ¶ Comment-Response or Cover Letter to the SEC HTML 4K
2: EX-4.02 Instrument Defining the Rights of Security Holders HTML 268K
3: EX-10.01 Material Contract HTML 59K
4: EX-10.05 Material Contract HTML 424K
5: EX-10.13 Material Contract HTML 192K
6: EX-10.14 Material Contract HTML 16K
7: EX-10.15 Material Contract HTML 28K
8: EX-10.16 Material Contract HTML 17K
9: EX-10.17 Material Contract HTML 20K
10: EX-10.18 Material Contract HTML 69K
11: EX-10.19 Material Contract HTML 161K
12: EX-10.20 Material Contract HTML 71K
13: EX-10.21 Material Contract HTML 53K
14: EX-10.22 Material Contract HTML 59K
15: EX-10.23 Material Contract HTML 20K
16: EX-10.24 Material Contract HTML 14K
17: EX-21.01 Subsidiaries HTML 11K
18: EX-23.02 Consent of Experts or Counsel HTML 8K
19: EX-23.03 Consent of Experts or Counsel HTML 8K
20: EX-23.04 Consent of Experts or Counsel HTML 10K
21: EX-99.01 Miscellaneous Exhibit HTML 13K
22: EX-99.02 Miscellaneous Exhibit HTML 12K
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE
PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN
THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES,
SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable
consideration, SILICON VALLEY BANK (“Holder”) is entitled to purchase the number of fully paid and
nonassessable shares of the class of securities (the “Shares”) of the company (the “Company”) at
the Warrant Price, all as set forth herein and as adjusted pursuant to Article 2 of this Warrant,
subject to the provisions and upon the terms and conditions set forth in this Warrant.
ARTICLE 1. EXERCISE.
1.1 Shares; Class of Stock; Warrant Price.
(a) The Shares subject to this Warrant shall initially be common stock
of the Company, the number of Shares subject to this Warrant shall initially be 156,250 shares,
and the Warrant Price shall initially be $0.64 per Share of common stock.
(b) Effective on the date the Articles of Incorporation of the Company
are amended as provided below, in place of the foregoing, and without further act or
documentation, the Shares subject to this Warrant shall be Series B preferred stock of the
Company, the number of Shares subject to this Warrant shall be 156,250 shares of Series B
preferred stock of the Company, and the Warrant Price shall be $0.64 per Share of Series B
preferred stock, subject to adjustment as provided in the other provisions of this Warrant.
(c) The Company covenants to amend its Articles of Incorporation on
or prior to the Amendment Deadline (as defined below) to increase the authorized number of
shares of the Company’s Series B Preferred Stock so that there are a sufficient number of such
shares authorized and available for issuance upon exercise of this Warrant. As used herein, the
“Amendment Deadline” means the earlier of the following dates: (i) one year from the date hereof;
(ii) the next date the Company’s Articles of Incorporation are amended for any reason; (iii) the
date of any Acquisition (as defined below); or (iv) the date of an initial public offering of
securities of the Company.
1.2 Method of Exercise. Holder may exercise this Warrant by delivering a
duly executed Notice of Exercise in substantially the form attached as Appendix 1 to the
principal office of the Company. Unless Holder is exercising the conversion right set forth in
Article 1.3, Holder shall also deliver to the Company a check, wire transfer (to an account
designated by the Company), or other form of payment acceptable to the Company for the
aggregate Warrant Price for the Shares being purchased.
1.3 Conversion Right. In lieu of exercising this Warrant as specified in
Article 1.2, Holder may from time to time convert this Warrant, in whole or in part, into a
number of Shares determined by dividing (a) the aggregate fair market value of the Shares or
other securities otherwise issuable upon exercise of this Warrant minus the aggregate Warrant
Price of such Shares by (b) the fair market value of one Share. The fair market value of the
Shares shall be determined pursuant to Article 1.4.
1.4 Fair Market Value. If the Company’s common stock is traded in a public
market and the shares are common stock, the fair market value of each Share shall be the closing
price of a Share reported for the business day immediately before Holder delivers its Notice of
Exercise to the Company (or in the instance where the Warrant is exercised immediately prior to
the effectiveness of the Company’s initial public offering, the “price to public” per share price
specified in the final prospectus relating to such offering). If the Company’s common stock is
traded in a public market and the Shares are preferred stock, the fair market value of a Share
shall be the closing price of a share of the Company’s common stock reported for the business
day immediately before Holder delivers its Notice of Exercise to the Company (or, in the
instance where the Warrant is exercised immediately prior to the effectiveness of the Company’s
initial public offering, the initial “price to public” per share price specified in the final prospectus
relating to such offering), in both cases, multiplied by the number of shares of the Company’s
common stock into which a Share is convertible. If the Company’s common stock is not
traded in a public market, the Board of Directors of the Company shall determine fair market
value in its reasonable good faith judgment.
1.5 Delivery of Certificate and New Warrant. Promptly after Holder exercises
or converts this Warrant and, if applicable, the Company receives payment of the aggregate
Warrant Price, the Company shall deliver to Holder certificates for the Shares acquired and, if
this Warrant has not been fully exercised or converted and has not expired, a new Warrant
representing the Shares not so acquired.
1.6 Replacement of Warrants. On receipt of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of
loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form
and amount to the Company or, in the case of mutilation, or surrender and cancellation of this
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Warrant, the Company shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor.
1.7 Treatment of Warrant Upon Acquisition of Company.
1.7.1 “Acquisition”. For the purpose of this Warrant, “Acquisition”
means any sale, license, or other disposition of all or substantially all of the assets of the
Company, or any reorganization, consolidation, or merger of the Company where the holders of
the Company’s securities before the transaction beneficially own less than 50% of the
outstanding voting securities of the surviving entity after the transaction.
1.7.2 Treatment of Warrant at Acquisition.
(A) Upon the written request of the Company, Holder agrees
that, in the event of an Acquisition in which the sole consideration is cash, either (a) Holder
shall exercise its conversion or purchase right under this Warrant and such exercise will be deemed
effective immediately prior to the consummation of such Acquisition or (b) if Holder elects not to
exercise the Warrant, this Warrant will expire upon the consummation of such Acquisition. The
Company shall provide the Holder with written notice of its request relating to the foregoing
(together with such reasonable information as the Holder may request in connection with such
contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less
than ten (10) days prior to the closing of the proposed Acquisition.
(B) Upon the written request of the Company, Holder agrees
that, in the event of an Acquisition that is an “arms length” sale of all or substantially all of
the Company’s assets (and only its assets) to a third party that is not an Affiliate (as defined
below) of the Company (a “True Asset Sale”), either (a) Holder shall exercise its conversion or
purchase right under this Warrant and such exercise will be deemed effective immediately prior to
the consummation of such Acquisition or (b) if Holder elects not to exercise the Warrant, this
Warrant will continue until the Expiration Date if the Company continues as a going concern
following the closing of any such True Asset Sale. The Company shall provide the Holder with
written notice of its request relating to the foregoing (together with such reasonable information
as the Holder may request in connection with such contemplated Acquisition giving rise to such
notice), which is to be delivered to Holder not less than ten (10) days prior to the closing of the
proposed Acquisition.
(C) Upon the closing of any Acquisition other than those
particularly described in subsections (A) and (B) above, the successor entity shall assume the
obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash,
and property as would be payable for the Shares issuable upon exercise of the unexercised portion
of this Warrant as if such Shares were outstanding on the record date for the Acquisition and
subsequent closing. The Warrant Price and/or number of Shares shall be adjusted accordingly.
As used herein “Affiliate” shall mean any person or entity that owns or controls directly
or indirectly ten (10) percent or more of the stock of Company, any person or entity that controls
or
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is controlled by or is under common control with such persons or entities, and each of such
person’s or entity’s officers, directors, joint venturers or partners, as applicable.
ARTICLE 2. ADJUSTMENTS TO THE SHARES.
2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend
on the Shares payable in common stock, or other securities, then upon exercise of this Warrant,
for each Share acquired, Holder shall receive, without cost to Holder, the total number and kind
of securities to which Holder would have been entitled had Holder owned the Shares of record as
of the date the dividend occurred. If the Company subdivides the Shares by reclassification or
otherwise into a greater number of shares or takes any other action which increase the amount of
stock into which the Shares are convertible, the number of shares purchasable hereunder shall be
proportionately increased and the Warrant Price shall be proportionately decreased. If the
outstanding shares are combined or consolidated, by reclassification or otherwise, into a lesser
number of shares, the Warrant Price shall be proportionately increased and the number of Shares
shall be proportionately decreased.
2.2 Reclassification, Exchange, Combinations or Substitution. Upon any
reclassification, exchange, substitution, or other event that results in a change of the number
and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall
be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of
securities and property that Holder would have received for the Shares if this Warrant had been
exercised immediately before such reclassification, exchange, substitution, or other event. Such
an event shall include any automatic conversion of the outstanding or issuable securities of the
Company of the same class or series as the Shares to common stock pursuant to the terms of the
Company’s Articles or Certificate (as applicable) of Incorporation upon the closing of a
registered public offering of the Company’s common stock. The Company or its successor shall
promptly issue to Holder an amendment to this Warrant setting forth the number and kind of
such new securities or other property issuable upon exercise or conversion of this Warrant as a
result of such reclassification, exchange, substitution or other event that results in a change of the
number and/or class of securities issuable upon exercise or conversion of this Warrant. The
amendment to this Warrant shall provide for adjustments which shall be as nearly equivalent as
may be practicable to the adjustments provided for in this Article 2 including, without limitation,
adjustments to the Warrant Price and to the number of securities or property issuable upon
exercise of the new Warrant. The provisions of this Article 2.2 shall similarly apply to
successive reclassifications, exchanges, substitutions, or other events.
2.3 Adjustments for Diluting Issuances. The Warrant Price and the number of
Shares issuable upon exercise of this Warrant or, if the Shares are Preferred Stock, the number
of shares of common stock issuable upon conversion of the Shares, shall be subject to
adjustment, from time to time in the manner set forth in the Company’s Articles or Certificate
of Incorporation (as applicable) as if the Shares were issued and outstanding on and as of the
date of any such required adjustment. The provisions set forth for the Shares in the Company’s
Articles or Certificate (as applicable) of Incorporation relating to the above in effect as of the
Issue Date may not be amended, modified or waived, without the prior written consent of
Holder unless such amendment, modification or waiver affects the rights associated with the
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Shares in the same manner as such amendment, modification or waiver affects the rights
associated with all other shares of the same series and class as the Shares granted to the Holder.
2.4 No Impairment. The Company shall not, by amendment of its Articles or
Certificate (as applicable) of Incorporation or through a reorganization, transfer of assets,
consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid
or seek to avoid the observance or performance of any of the terms to be observed or performed
under this Warrant by the Company, but shall at all times in good faith assist in carrying out of
all the provisions of this Article 2 and in taking all such action as may be necessary or
appropriate to protect Holder’s rights under this Article against impairment.
2.5 Fractional Shares. No fractional Shares shall be issuable upon exercise or
conversion of the Warrant and the number of Shares to be issued shall be rounded down to the
nearest whole Share. If a fractional share interest arises upon any exercise or conversion of the
Warrant, the Company shall eliminate such fractional share interest by paying Holder the amount
computed by multiplying the fractional interest by the fair market value of a full Share.
2.6 Certificate as to Adjustments. Upon each adjustment of the Warrant Price,
the Company shall promptly notify Holder in writing, and, at the Company’s expense, promptly
compute such adjustment, and furnish Holder with a certificate of its Chief Financial Officer
setting forth such adjustment and the facts upon which such adjustment is based. The Company
shall, upon written request, furnish Holder a certificate setting forth the Warrant Price in effect
upon the date thereof and the series of adjustments leading to such Warrant Price.
ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.
3.1 Representations and Warranties. The Company represents and warrants to
the Holder as follows:
(a) The initial Warrant Price referenced on the first page of this
Warrant is not greater than the price per share at which shares of the Company’s Series B
Preferred Stock were last issued in an arms-length transaction in which at least $500,000 of the
such shares were sold.
(b) All Shares which may be issued upon the exercise of the purchase
right represented by this Warrant, and all securities, if any, issuable upon conversion of the
Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable,
and free of any liens and encumbrances except for restrictions on transfer provided for herein or
under applicable federal and state securities laws.
(c) The capitalization table previously provided to Holder remains true
and complete as of the Issue Date.
3.2 Notice of Certain Events. If the Company proposes at any time (a) to
declare any dividend or distribution upon any of its stock, whether in cash, property, stock, or
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other securities and whether or not a regular cash dividend; (b) to offer for sale additional
shares of any class or series of the Company’s stock; (c) to effect any reclassification or
recapitalization of any of its stock; (d) to merge or consolidate with or into any other
corporation, or sell, lease, license, or convey all or substantially all of its assets, or to
liquidate, dissolve or wind up; or (e) offer holders of registration rights the opportunity to
participate in an underwritten public offering of the company’s securities for cash, then, in
connection with each such event, the Company shall give Holder: (1) at least 10 days prior written
notice of the date on which a record will be taken for such dividend, distribution, or subscription
rights (and specifying the date on which the holders of common stock will be entitled thereto) or
for determining rights to vote, if any, in respect of the matters referred to in (c) and (d) above;
(2) in the case of the matters referred to in (c) and (d) above at least 10 days prior written
notice of the date when the same will take place (and specifying the date on which the holders of
common stock will be entitled to exchange their common stock for securities or other property
deliverable upon the occurrence of such event); and (3) in the case of the matter referred to in
(e) above, the same notice as is given to the holders of such registration rights.
3.3 Registration Under Securities Act of 1933, as amended. The Company
agrees that the Shares or, if the Shares are convertible into common stock of the Company, such
common stock, shall have certain incidental, or “Piggyback,” registration rights pursuant to and
as set forth in the Company’s Investor Rights Agreement or similar agreement. The provisions
set forth in the Company’s Investors’ Right Agreement or similar agreement relating to the
above in effect as of the Issue Date may not be amended, modified or waived without the prior
written consent of Holder unless such amendment, modification or waiver affects the rights
associated with the Shares in the same manner as such amendment, modification, or waiver
affects the rights associated with all other shares of the same series and class as the Shares
granted to the Holder.
3.4 No Shareholder Rights. Except as provided in this Warrant, the Holder
will not have any rights as a shareholder of the Company until the exercise of this Warrant.
ARTICLE 4. REPRESENTATIONS, WARRANTIES OF THE HOLDER. The Holder represents and
warrants to the Company as follows:
4.1 Purchase for Own Account. This Warrant and the securities to be
acquired upon exercise of this Warrant by the Holder will be acquired for investment for the
Holder’s account, not as a nominee or agent, and not with a view to the public resale or
distribution within the meaning of the Act. Holder also represents that the Holder has not been
formed for the specific purpose of acquiring this Warrant or the Shares.
4.2 Disclosure of Information. The Holder has received or has had full access
to all the information it considers necessary or appropriate to make an informed investment
decision with respect to the acquisition of this Warrant and its underlying securities. The Holder
further has had an opportunity to ask questions and receive answers from the Company regarding
the terms and conditions of the offering of this Warrant and its underlying, securities and to
obtain additional information (to the extent the Company possessed such information or could
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acquire it without unreasonable effort or expense) necessary to verify any information furnished to
the Holder or to which the Holder has access.
4.3 Investment Experience. The Holder understands that the purchase of this
Warrant and its underlying securities involves substantial risk. The Holder has experience as an
investor in securities of companies in the development stage and acknowledges that the Holder
can bear the economic risk of such Holder’s investment in this Warrant and its underlying
securities and has such knowledge and experience in financial or business matters that the Holder
is capable of evaluating the merits and risks of its investment in this Warrant and its underlying
securities and/or has a preexisting personal or business relationship with the Company and
certain of its officers, directors or controlling persons of a nature and duration that enables the
Holder to be aware of the character, business acumen and financial circumstances of such
persons.
4.4 Accredited Investor Status. The Holder is an “accredited investor” within
the meaning of Regulation D promulgated under the Act.
4.5 The Act. The Holder understands that this Warrant and the Shares issuable upon exercise
or conversion hereof have not been registered under the Act in reliance upon a specific exemption
therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s
investment intent as expressed herein. The Holder understands that this Warrant and the Shares
issued upon any exercise or conversion hereof must be held indefinitely unless subsequently
registered under the 1933 Act and qualified under applicable state securities laws, or unless
exemption from such registration and qualification are otherwise available.
ARTICLE 5. MISCELLANEOUS.
5.1 Term: This Warrant is exercisable in whole or in part at any time and
from time to time on or before the Expiration Date.
5.2 Legends. This Warrant and the Shares (and the securities issuable,
directly or indirectly, upon conversion of the Shares, if any) shall be imprinted with a legend in
substantially the following form:
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE ACT, OR THE
SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT
BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED
UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE
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OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
5.3 Compliance with Securities Laws on Transfer. This Warrant and the
Shares issuable upon exercise of this Warrant (and the securities issuable, directly or indirectly,
upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part
without compliance with applicable federal and state securities laws by the transferor and the
transferee (including, without limitation, the delivery of investment representation letters and
legal opinions reasonably satisfactory to the Company, as reasonably requested by the
Company). The Company shall not require Holder to provide an opinion of counsel if the
transfer is to Silicon Valley Bancshares (Holder’s parent company) or any other affiliate of
Holder. Additionally, the Company shall also not require an opinion of counsel if there is no
material question as to the availability of current information as referenced in Rule 144(c),
Holder represents that it has complied with Rule 144(d) and (e) in reasonable detail, the selling
broker represents that it has complied with Rule 144(f), and the Company is provided with a
copy of Holder’s notice of proposed sale.
5.4 Transfer Procedure. Upon receipt by Holder of the executed Warrant,
Holder will transfer all of this Warrant to Silicon Valley Bancshares, Holder’s parent company,
by execution of an Assignment substantially in the form of Appendix 2. Subject to the
provisions of Article 5.3 and upon providing Company with written notice, Silicon Valley
Bancshares and any subsequent Holder may transfer all or part of this Warrant or the Shares
issuable upon exercise of this Warrant (or the Shares issuable directly or indirectly, upon
conversion of the Shares, if any) to any transferee, provided, however, in connection with any
such transfer, Silicon Valley Bancshares or any subsequent Holder will give the Company notice
of the portion of the Warrant being transferred with the name, address and taxpayer identification
number of the transferee and Holder will surrender this Warrant to the Company for reissuance
to the transferee(s) (and Holder if applicable). The Company may refuse to transfer this Warrant
or the Shares to any person who directly competes with the Company, unless, in either case, the
stock of the Company is publicly traded.
5.5 Notices. All notices and other communications from the Company to the
Holder, or vice versa, shall be deemed delivered and effective when given personally or mailed
by first-class registered or certified mail, postage prepaid, at such address as may have been
furnished to the Company or the Holder, as the case may (or on the first business day after
transmission by facsimile) be, in writing by the Company or such holder from time to time.
Effective upon receipt of the fully executed Warrant and the initial transfer described in Article
5.4 above, all notices to the Holder shall be addressed as follows until the Company receives
notice of a change of address in connection with a transfer or otherwise:
Silicon Valley Bancshares
Attn: Treasury Department
3003 Tasman Drive, HA 200 Santa Clara, CA95054
Telephone: 408-654-7400
Facsimile: 408-496-2405
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Notice to the Company shall be addressed as follows until the Holder receives notice of a change in
address:
Sorrent, Inc.
Attn: Chief Financial Officer
1810 Gateway Drive; Suite 200 San Mateo, California94404
Telephone: 650-571-1550
Facsimile: 650-571-5698
5.6 Waiver. 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.
5.7 Attorney’s Fees. In the event of any dispute between the parties
concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be
entitled to collect from the other party all costs incurred in such dispute, including reasonable
attorney’s fees.
5.8 Automatic Conversion upon Expiration. In the event that, upon the
Expiration Date, the fair market value of one Share (or other security issuable upon the exercise
hereof) as determined in accordance with Section 1.4 above is greater than the Exercise Price in
effect on such date, then this Warrant shall automatically be deemed on and as of such date to be
converted pursuant to Section 1.3 above as to all Shares (or such other securities) for which it
shall not previously have been exercised or converted, and the Company shall promptly deliver a
certificate representing the Shares (or such other securities) issued upon such conversion to the
Holder.
5.9 Counterparts. This Warrant may be executed in counterparts, all of which
together shall constitute one and the same agreement.
5.10 Governing Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of California, without giving effect to its principles
regarding conflicts of law.
1. Holder
elects to purchase
shares of the Common/Series B Preferred
[strike one] Stock of Sorrent, Inc. pursuant to the terms of the attached Warrant, and tenders
payment of the purchase price of the shares in full.
[or]
1. Holder elects to convert the attached Warrant into Shares/cash [strike one] in the
manner specified in the Warrant. This conversion is exercised for
of
the Shares covered by the Warrant.
[Strike paragraph that does not apply.]
2. Please issue a certificate or certificates representing the shares in the name
specified below:
Holders Name
(Address)
3. By its execution below and for the benefit of the Company, Holder hereby restates each of the
representations and warranties in Article 4 of the Warrant as the date hereof.
HOLDER:
By:
Name:
Title:
(Date):
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ASSIGNMENT
For value received, Silicon Valley Bank hereby sells, assigns and transfers unto:
Name: Silicon Valley Bancshares
Address: 3003 Tasman Drive (HA-200) Santa Clara, CA95054
TaxID: 91-1962278
that
certain Warrant to Purchase Stock issued by
(the “Company”), on , 200 (the “Warrant”) together with all
rights, title and interest therein.
SILICON VALLEY BANK
By:
Name:
Title:
Date:
By its execution below, and for the benefit of the Company, Silicon Valley Bancshares makes
each of the representations and warranties set forth in Article 4 of the Warrant as of the date
hereof.
Dates Referenced Herein and Documents Incorporated by Reference
