NEITHER THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE NOR
THE SHARES OF COMMON STOCK OR ANY OTHER SECURITIES ISSUABLE UPON
EXERCISE OF SUCH WARRANTS HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED. SUCH WARRANTS HAVE BEEN ACQUIRED, AND ANY
SHARES OF COMMON STOCK OR ANY OTHER SECURITIES ISSUABLE UPON
EXERCISE OF SUCH WARRANTS ARE REQUIRED TO BE ACQUIRED, FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE,
AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE
TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH
WARRANTS AND/OR SUCH SHARES OR OTHER SECURITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES
LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF SUCH
WARRANTS AND SUCH SHARES OR OTHER SECURITIES TO THE EFFECT THAT
REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND SUCH STATE
SECURITIES LAWS.
VOID AFTER 5:00 P.M. ON MAY 5, 2013
COMPLIANCE SYSTEMS CORPORATION
WARRANT CERTIFICATE
900,000 Common Stock Purchase Warrants
Glen
Cove, New York
Warrant
Certificate No. 08 - 01 As
of May 6, 2008
THIS IS TO CERTIFY THAT ,
for value received, Cresta Capital Strategies, LLC
(“Warrantholder”) is the registered owner of the number
of common stock purchase warrants (each, a “Warrant”)
of Compliance Systems Corporation, a New York corporation (the
“Company”), set forth above, each Warrant entitling the
owner thereof to purchase from the Company, at a purchase price of
$0.05 per Warrant (the “Purchase Price”), as adjusted
from time to time in accordance with section 3 of this Warrant
Certificate, at any time on or after the Commencement Date (as
defined in paragraph 1(b) below) and terminating at 5:00 p.m., Glen
Cove, New York time, on May 5, 2013 (the “Expiration
Time”), one duly authorized, validly issued, fully paid and
non-assessable share (each, a “Warrant Share”) of the
common stock, par value $0.001 per share (“Common
Stock”), of the Company, subject to the terms and conditions
contained herein. The number of Warrants evidenced by this Warrant
Certificate (and the number and kind of securities which may be
purchased upon exercise hereof) set forth above, and the Purchase
Price per share set forth above, are as of the date hereof. As
provided herein, the Purchase Price and the number of shares of
Common Stock or other securities which may be purchased upon the
exercise of the Warrants evidenced by this Warrant Certificate are,
upon the happening of certain events, subject to modification and
adjustment.
This
Warrant Certificate, together with any warrant certificate(s)
issued in replacement or substitution hereof (as provided for
herein) evidencing all or part of the Warrants evidenced
hereby, are sometimes collectively referred to herein as the
“Warrant Certificates.”
The
rights of the registered holder of this Warrant Certificate
shall be subject to the following further terms and
conditions:
1.
Exercise of Warrants.
(a)
The Warrants may be exercised, in whole or in part, at any
time and from time to time, during the period commencing on
the Commencement Date and terminating at the Expiration Time
by surrendering this Warrant Certificate, with the Exercise
Form provided for herein duly completed and executed by the
Warrantholder or by the Warrantholder’s duly authorized
attorney-in-fact, at the principal office of the Company,
presently located at 90 Pratt Oval, Glen Cove, New York 11542,
or at such other office or agency in the United States as the
Company may designate by notice in writing to the
Warrantholder (in either event, the “Company
Offices”), accompanied by payment in full, either in the
form of cash, bank cashier’s check or certified check
payable to the order of the Company, of the Purchase Price
payable in respect of the Warrants being
exercised.
(b)
For
purposes of this Warrant Certificate, the term
“Commencement Date” shall mean May 6,
2008.
(c)
On
the day immediately following the date of a valid exercise of
any Warrants, the Warrantholder exercising such Warrant(s)
shall be deemed to have become the holder of record for all
purposes of the Warrant Shares to which such valid exercise
relates.
(d)
As
soon as practicable, but not in excess of five days, after the
valid exercise of all or part of the Warrants evidenced by
this Warrant Certificate, the Company, at the Company’s
expense (including the payment by Company of any applicable
issuance and similar taxes), will cause to be issued in the
name of and delivered to the Warrantholder, or such other
party identified in the purchase form, certificates evidencing
the number of duly authorized, validly issued, fully paid and
non-assessable Warrant Shares to which the Warrantholder, or
such other party identified in the Exercise Form, shall be
entitled upon such exercise, as adjusted to reflect the
effects, if any, of the anti-dilution provisions of section 3
of this Warrant Certificate, such certificates to be in such
reasonable denominations as Holder shall request when
delivering the duly completed Exercise Form.
(e)
No
certificates for fractional Warrant Shares shall be issued
upon the exercise of any of the Warrants but, in lieu thereof,
the Company shall, upon exercise of all the Warrants, round up
any fractional Warrant Shares to the nearest whole share of
Common Stock.
(f)
If
fewer than all of the Warrants are exercised, the Company
shall, upon each exercise prior to the Expiration Time,
execute and deliver to the Warrantholder a new Warrant
Certificate (dated as of the date hereof) evidencing the
balance of the Warrants that remain exercisable.
2.
Issuance of Common Stock; Reservation of Warrant
Shares. The
Company covenants and agrees that:
(a)
all Warrant Shares which may be issued upon the exercise of
all or part of the Warrants will, upon issuance in accordance
with the terms hereof, be validly issued, fully paid and
non-assessable and free from all taxes, liens and charges with
respect to the issue thereof;
(b)
at
all times prior to the Expiration Time, the Company shall keep
reserved for issuance a sufficient number of authorized shares
of Common Stock to permit the exercise in full of the Warrants
evidenced by this Warrant Certificate; and
(c)
if
any shares of Common Stock to be reserved for the purpose of
the issuance of Warrant Shares upon the exercise of Warrants
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 the
Company will promptly use its best efforts to effect such
registration or obtain such approval, as the case may
be.
3.
Adjustments of Purchase Price, Number and Character of Warrant
Shares, Number of Warrants. The
Purchase Price and the number and kind of securities purchasable
upon the exercise of each Warrant shall be subject to adjustment
from time to time upon the happening of the events enumerated in
this section 3.
(a)
Stock Dividends, Subdivisions and Combinations
.
In case the Company shall at any time on or before the Expiration
Time:
(i)
pay
a dividend in shares of Common Stock or make a distribution in
shares of Common Stock or such other stock to holders of all
its outstanding shares of Common Stock;
(ii)
subdivide,
reclassify or recapitalize the outstanding shares of Common
Stock into a greater number of shares;
(iii)
combine,
reclassify or recapitalize the outstanding shares of Common
Stock into a smaller number of shares of Common Stock;
or
(iv)
issue
by reclassification of shares of Common Stock into any other
securities of the Company (including any such reclassification
in connection with a consolidation or merger in which the
Company is the continuing corporation);
then
the number and kind of Warrant Shares purchasable upon
exercise of each Warrant outstanding immediately prior thereto
shall be adjusted so that the Warrantholder shall be entitled
to receive the kind and number of shares of Common Stock or
other securities of the Company which the Warrantholder would
have owned or have been entitled to receive after the
happening of any of the events described above had such
Warrant been exercised in full immediately prior to the
earlier of the happening of such event or any record date in
respect thereto. In the event of any adjustment of the number
of Warrant Shares purchasable upon the exercise of each then
outstanding Warrant pursuant to this paragraph 3(a), the
Purchase Price shall be adjusted to be the amount resulting
from dividing the number of shares of Common Stock (including
fractional shares of Common Stock) covered by such Warrant
immediately after such adjustment into the total amount
payable upon exercise of such Warrant in full immediately
prior to such adjustment. An adjustment made pursuant to this
paragraph 3(a) shall become effective immediately after the
effective date of such event retroactive to the record date
for any such event. Such adjustment shall be made successively
whenever any event listed in clauses (i) through (iv) of this
paragraph 3(a) shall occur.
(b)
Extraordinary Dividends .
In case the Company shall, at any time on or before the Expiration
Time, fix a record date for the issuance of rights, options, or
warrants to all holders of outstanding shares of Common Stock,
entitling such holders (for a period expiring within 45 days after
such record date) to subscribe for or purchase shares of Common
Stock (or securities exchangeable for or convertible into shares of
Common Stock) at a price per share of Common Stock (or having an
exchange or conversion price per share of Common Stock, with
respect to a security exchangeable for or convertible into shares
of Common Stock) which is lower than the Purchase Price on such
record date, then the Purchase Price shall be adjusted so that the
Purchase Price, as so adjusted, shall equal the price determined by
multiplying the Purchase Price in effect immediately prior to such
record date by a fraction, of which (i) the numerator shall be the
number of shares of Common Stock outstanding on such record
date
plus the
number of shares of Common Stock which the aggregate offering price
of the total number of shares of Common Stock so to be offered (or
the aggregate initial exchange or conversion price of the
exchangeable or convertible securities so to be offered) would
purchase at the Purchase Price and (ii) the denominator shall be
the number of shares of Common Stock outstanding on such record
date
plus the
number of additional shares of Common Stock to be offered for
subscription or purchase (or into which the exchangeable or
convertible securities so to be offered are initially exchangeable
or convertible). Such adjustment shall become effective at the
close of business on such record date;
provided ,
however ,
to the extent that shares of Common Stock (or securities
exchangeable for or convertible into shares of Common Stock) are
not delivered after the expiration of such rights, options, or
warrants, the Purchase Price shall be readjusted (but only with
respect to Warrants exercised after such expiration) to the
Purchase Price which would then be in effect had the adjustments
made upon the issuance of such rights, options, or warrants been
made upon the basis of delivery of only the number of shares of
Common Stock (or securities exchangeable for or convertible into
shares of Common Stock) actually issued. In case any subscription
price may be paid in a consideration part or all of which shall be
in a form other than cash, the value of such consideration shall be
as determined in good faith by the Board of Directors of the
Company and shall be described in a statement mailed to the
Warrantholder. Shares of Common Stock owned by or held for the
account of the Company shall not be deemed outstanding for the
purpose of any such computation.
(c)
Extraordinary Distributions .
In case the Company shall, at any time on or before the Expiration
Time, distribute to all holders of shares of Common Stock
(including any such distribution made in connection with a
consolidation or merger in which the Company is the surviving
corporation) evidences of the Company’s indebtedness or
assets (excluding cash dividends and distributions payable out of
consolidated net income or earned surplus in accordance with Nevada
law and dividends or distributions payable in shares of stock
described in paragraph 3(a) of this Warrant Certificate) or rights,
options, or warrants or exchangeable or convertible securities
containing the right to subscribe for or purchase shares of Common
Stock (or securities exchangeable for or convertible into shares of
Common Stock), then the Purchase Price shall be adjusted by
multiplying the Purchase Price in effect immediately prior to the
record date for such distribution by a fraction, of which (i) the
numerator shall be the Purchase Price as in effect on such record
date,
less the
fair market value (as determined in good faith by the Board of
Directors of the Company) of the portion of the evidences of
indebtedness or assets so to be distributed or of such rights,
options or warrants applicable to one share of Common Stock and
(ii) the denominator shall be the Purchase Price as in effect on
such record date. Such adjustment shall be made whenever any such
distribution is made, and shall become effective on the date of
distribution retroactive to the record date for such
transaction.
(d)
Stock Issuances .
(i)
If
the Company shall, at any time or from time to time on or
before the Expiration Time, issue (x) shares of Common Stock,
(y) rights, options, warrants or other securities entitling
the holder thereof to subscribe for, purchase, convert to,
exchange for or otherwise acquire Common Stock or (z) rights,
options, warrants or other securities entitling the holder
thereof to subscribe for, purchase, convert to, exchange for
or otherwise acquire such convertible or exchangeable
securities (in each case, other than Excluded Securities (as
defined in subparagraph 3(d)(iii) of this Warrant Certificate
and other than issuances that result in an adjustment under
paragraphs 3(a), 3(b) or 3(c) of this Warrant Certificate),
without consideration or for a consideration per share of
Common Stock less than the Purchase Price in effect
immediately prior to the issuance of such Common Stock or such
rights, options, warrants or other securities, the Purchase
Price in effect immediately prior to each such issuance shall
forthwith be adjusted to a price equal to the quotient
obtained by dividing: (A) an amount equal to the sum of (I)
the total number of shares of Common Stock outstanding
immediately prior to such issuance (including any shares of
Common Stock deemed to have been issued pursuant to subclauses
(B)(1) and (B)(2) of subparagraph 3(d)(ii) of this Warrant
Certificate),
multiplied by
the Purchase Price in effect immediately prior to such
issuance,
plus (II)
the consideration received by the Company upon such issuance, by
(B) the total number of shares of Common Stock outstanding
(including any shares of Common Stock deemed to have been issued
pursuant to subclauses (B)(1) and (B)(2) of subparagraph 3(d)(ii)
of this Warrant Certificate).
(ii)
For
the purposes of any adjustment of the Purchase Price pursuant
to this paragraph 3(d), the following provisions shall be
applicable:
(A)
In
the case of the issuance of Common Stock for a consideration
in whole or in part other than cash, the consideration other
than cash shall be deemed to be the fair market value thereof
as determined in good faith by the Board of Directors of the
Company, irrespective of any accounting treatment;
and
(B)
In
the case of (x) the issuance of rights, options or warrants
entitling the holder thereof to subscribe for, purchase or
otherwise acquire Common Stock, (y) securities convertible
into or exchangeable for Common Stock or (z) rights, options,
warrants or other securities convertible into or exchangeable
for such convertible or exchangeable securities -
(1)
the
aggregate maximum number of shares of Common Stock deliverable
upon exercise of such rights, options or warrants entitling
the holder thereof to subscribe for, purchase or otherwise
acquire Common Stock shall be deemed to have been issued at
the time such rights, options or warrants were issued and for
a consideration equal to the consideration (determined in the
manner provided in clause (A) of this subparagraph 3(d)(ii)),
if any, received by the Company upon the issuance of such
rights, options or warrants
plus the
minimum purchase price provided in such rights, options or warrants
for the Common Stock covered thereby;
(2)
the
aggregate maximum number of shares of Common Stock deliverable
upon conversion of or in exchange for any such convertible or
exchangeable securities or upon the exercise of rights,
options or warrants to subscribe for, purchase or otherwise
acquire such convertible or exchangeable securities and
subsequent conversion or exchange thereof shall be deemed to
have been issued at the time such rights, options, warrants or
securities were issued and for a consideration equal to the
consideration received by the Company for any such rights,
options, warrants and securities (excluding any cash received
on account of accrued interest or accrued dividends),
plus the
consideration, if any, to be received by the Company upon the
conversion or exchange of such securities or the exercise of any
related rights, options or warrants (the consideration in each case
to be determined in the manner provided in clause (A) of this
subparagraph 3(d)(ii);
(3)
on
any change in the number of shares of Common Stock deliverable
upon exercise of any such rights, options or warrants or
conversions of or exchanges for such convertible or
exchangeable securities or any change in the consideration to
be received by the Company upon the exercise of any such
rights, options or warrants or conversions of or exchanges for
such convertible or exchangeable securities, other than a
change resulting from the anti-dilution provisions thereof,
the Purchase Price shall forthwith be readjusted to such
Purchase Price as would have obtained had the adjustment made
upon the issuance of such rights, options, warrants or
securities not converted prior to such change been made upon
the basis of such change; and
(4)
on
the expiration of any such rights, options or warrants, the
termination of any such rights to convert or exchange or the
expiration of any rights, options or warrants related to such
convertible or exchangeable securities, the Purchase Price
shall forthwith be readjusted to such Purchase Price as would
have obtained had the adjustment made upon the issuance of
such rights, options, warrants or securities or rights,
options or warrants related to such securities been made upon
the basis of the issuance of only the number of shares of
Common Stock actually issued upon exercise of such rights,
options or warrants, upon the conversion or exchange of such
securities or upon the exercise of the rights, options or
warrants related to such securities and subsequent conversion
or exchange thereof.
(iii)
For
the purposes of this paragraph 3(d), the term “Excluded
Securities” shall mean (A) shares of Common Stock
issuable upon conversion or exercise, as applicable, of the
convertible securities, rights, options and warrants of the
Company outstanding as of the Commencement Date, (B) the first
15 million shares of Common Stock issuable under an equity
incentive plan for employees, officers, directors and/or
independent contractors of the Company adopted by the Board of
Directors of the Company,
provided such
Common Stock is sold at or above the lower of the Current Market
Price as of the date of grant or issuance of the option or other
right granted or issued under such plan or date of issuance of such
Common Stock and (C) any securities of the Company issued by the
Company (1) pursuant to or in connection with the Securities
Purchase Agreement, dated as of the Commencement Date, between the
Company and Agile Opportunity Fund, LLC or (2) to any party in
connection therewith Cresta Capital Strategies LLC
(“Cresta”) is entitled to a fee pursuant to the
Exclusive Investment Banking Agreement, dated as of March 17, 2008,
between the Company and Cresta.
(e)
Current Market Price Defined .
For the purposes of this Warrant Certificate, the “Current
Market Price” (the “Current Market Price”) on any
date shall be deemed to be the Closing Price of the shares of
Common Stock on the date in question.
(f)
Closing Price Defined .
For purposes of this Warrant Certificate, the term “Closing
Price” of the shares of Common Stock for a day or days shall
mean:
(i)
if
the shares of Common Stock are listed or admitted for trading
on a national securities exchange, the last reported sales
price or, in case no such reported sale takes place on such
day or days, the average of the reported closing bid and asked
prices, in either case on the principal national securities
exchange on which the shares of the Common Stock are listed or
admitted for trading, or
(ii)
if
the shares of Common Stock are not listed or admitted for
trading on a national securities exchange,
(A)
the
average of the closing bid and asked prices of the Common
Stock as quoted on the Over-The-Counter Bulletin Board (the
“Bulletin Board”) maintained by the Financial
Industry Regulatory Authority (“FINRA”),
or
(B)
if
the shares of Common Stock are not quoted on the Bulletin
Board, the average of the closing bid and asked prices of the
common stock in the over-the-counter market, as reported by
The Pink Sheets, LLC, or an equivalent generally accepted
reporting service, or
(iii)
if
on any such day the shares of Common Stock are not listed on a
national securities exchange nor quoted on the Bulletin Board
or by The Pink Sheets, LLC, the fair market value of the
shares of Common Stock as determined in good faith by the
Board of Directors of the Company.
(g)
Capital Reorganizations and Other Reclassifications
.
In case of any capital reorganization of the Company, or of any
reclassification of the shares of Common Stock (other than a
reclassification, subdivision or combination of shares of Common
Stock referred to in paragraph 3(a) of this Warrant Certificate),
or in case of the consolidation of the Company with, or the merger
of the Company with, or merger of the Company into, any other
corporation (other than a reclassification of the shares of Common
Stock referred to in paragraph 3(a) of this Warrant Certificate or
a consolidation or merger which does not result in any
reclassification or change of the outstanding shares of Common
Stock) or of the sale of the properties and assets of the Company
as, or substantially as, an entirety to any other corporation or
entity occurring on or before the Expiration Time, each Warrant
shall, after such capital reorganization, reclassification of
shares of Common Stock, consolidation, merger, or sale, be
exercisable, upon the terms and conditions specified in this
Warrant Certificate, for the kind, amount and number of shares or
other securities, assets, or cash to which a holder of the number
of shares of Common Stock purchasable (at the time of such capital
reorganization, reclassification of shares of Common Stock,
consolidation, merger or sale) upon exercise of such Warrant would
have been entitled to receive upon such capital reorganization,
reclassification of shares of Common Stock, consolidation, merger,
or sale; and in any such case, if necessary, the provisions set
forth in this section 3 with respect to the rights and interests
thereafter of the Warrantholder shall be appropriately adjusted so
as to be applicable, as nearly equivalent as possible, to any
shares or other securities, assets, or cash thereafter deliverable
on the exercise of the Warrants. The Company shall not effect any
such consolidation, merger, or sale, unless prior to or
simultaneously with the consummation thereof the successor
corporation or entity (if other than the Company) resulting from
such consolidation or merger or the corporation or entity
purchasing such assets or other appropriate corporation or entity
shall assume, by written instrument, the obligation to deliver to
the Warrantholder such shares, securities, assets, or cash as, in
accordance with the foregoing provisions, such holders may be
entitled to purchase and the other obligations hereunder. The
subdivision or combination of shares of Common Stock at any time
outstanding into a greater or lesser number of shares shall not be
deemed to be a reclassification of the shares of Common Stock for
purposes of this paragraph 3(g).
(h)
Minimum Adjustment .
Except as hereinafter provided, no adjustment of the Purchase Price
hereunder shall be made if such adjustment results in a change of
the Purchase Price then in effect of less than one cent ($.01) per
share. Any adjustment of less than one cent ($.01) per share of any
Purchase Price shall be carried forward and shall be made at the
time of and together with any subsequent adjustment which, together
with adjustment or adjustments so carried forward, amounts to one
cent ($.01) per share or more. However, upon exercise of this
Warrant Certificate, the Company shall make all necessary
adjustments (to the nearest cent) not theretofore made to the
Purchase Price up to and including the effective date upon which
this Warrant Certificate is exercised.
(i)
Notice of Adjustments .
Whenever the Purchase Price shall be adjusted pursuant to this
section 3, the Company shall promptly deliver a certificate signed
by the President or a Vice President and by the Chief Financial
Officer, Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary of the Company, setting forth, in reasonable
detail, the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated
(including a description of the basis on which the Board of
Directors of the Company made any determination hereunder), by
first class mail postage prepaid to the Warrantholder.
(j)
Adjustments to Other Securities .
In the event that at any time, as a result of an adjustment made
pursuant to this section 3, the Warrantholder shall become entitled
to purchase any shares or securities of the Company other than the
shares of Common Stock, thereafter the number of such other shares
or securities so purchasable upon exercise of each Warrant and the
purchase price for such shares or securities shall be subject to
adjustment from time to time in a manner and on terms as nearly
equivalent as possible to the provisions with respect to the shares
of Common Stock contained in paragraphs 3(a), 3(b), 3(c), 3(d) and
3(g) of this Warrant Certificate.
(k)
Deferral of Issuance of Additional Shares in Certain
Circumstances .
In any case in which paragraph 3(b) of this Warrant Certificate
shall require that an adjustment in the Purchase Price be made
effective as of a record date for a specified event, the Company
may elect to defer until the occurrence of such event issuing to
the holder of a Warrant exercised after such record date the shares
of Common Stock, if any, issuable upon such exercise over and above
the Warrant Shares, if any, issuable upon such exercise on the
basis of the Purchase Price in effect prior to such
adjustment;
provided ,
however ,
that the Company shall deliver as soon as practicable to such
holder a due bill or other appropriate instrument provided by the
Company evidencing such holder’s right to receive such
additional shares of Common Stock upon the occurrence of the event
requiring such adjustment.
4.
Definition of Common Stock. The
Common Stock issuable upon exercise of the Warrants shall be the
Common Stock as constituted on the Commencement Date, except as
otherwise provided in section 3 of this Warrant
Certificate.
5.
Replacement of Warrant Certificates. If
this Warrant Certificate shall be lost, stolen, mutilated or
destroyed, the Company shall, on such terms as to indemnity or
otherwise as the Company may in the Company’s discretion
reasonably impose, issue a new certificate of like tenor or date
representing in the aggregate the right to subscribe for and
purchase the number of shares of Common Stock which may be
subscribed for and purchased hereunder. Any such new certificate
shall constitute an original contractual obligation of the Company,
whether or not the allegedly lost, stolen, mutilated or destroyed
Warrant Certificate shall be at any time enforceable by
anyone.
6.
Registration. This
Warrant Certificate, as well as all other warrant certificates
representing Warrants shall be numbered and shall be registered in
a register (the “Warrant Register”) maintained at the
Company Offices as they are issued. The Warrant Register shall list
the name, address and Social Security or other federal taxpayer
identifying number, if any, of all Warrantholders. The Company
shall be entitled to treat the Warrantholder as set forth in the
Warrant Register as the owner in fact of the Warrants as set forth
therein for all purposes and shall not be bound to recognize any
eq
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