Exhibit 4.7


 


COMMITMENT TWO WARRANT


 


THIS WARRANT HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”),  OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE
SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE
REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS
AVAILABLE WITH RESPECT THERETO.


 


PREFERRED
STOCK PURCHASE WARRANT


 


 


	
  Warrant
  No.      

  	
  Number of
  Shares: TBD

  
	
   

  	
  Series E
  Preferred Stock

  



ARYx THERAPEUTICS,
INC.


 


Effective as of October 19, 2007


 


Void after October 19, 2014


 


1.
                      Issuance.
This Preferred Stock Purchase Warrant (the “Warrant”)  is issued to LIGHTHOUSE  CAPITAL
PARTNERS V, L.P. (the “Holder”)  by ARYx
THERAPEUTICS, INC.,  a Delaware corporation (hereinafter
with its successors called the “Company”).


 


2.
                      Purchase
Price; Number of Shares.


 


(a)
                  The
registered holder of this Warrant, commencing on the date hereof, is entitled
upon surrender of this Warrant with the subscription form annexed hereto duly
executed, at the principal office of the Company, to purchase from the Company,
at a price per share of $1.80 (the “Purchase
Price”),  250,000
(before giving effect to a six-for-one reverse stock split of the Company’s
Preferred Stock to be effected in October 2007) fully paid and nonassessable
shares of the Company’s Series E Preferred Stock (the “Exercise Quantity (the “Preferred Stock”).


 


(b)
                  The
Exercise Quantity shall automatically increase by an amount equal to 5% of the
Aggregate Advances under Commitment Two of the Loan Agreement divided by the
Purchase Price.


 


In addition to other
terms which may be defined herein, the following terms, as used in this
Warrant, shall have the following meanings:


 


(i)
                    “Aggregate Advances” means the aggregate
dollar amount of all Advances made under Commitment Two of the Loan Agreement,
whether such Advances are outstanding or prepaid, at the time of any scheduled
adjustment to the Exercise Quantity.


 


(i)                      “Loan Agreement” means that certain Loan
and Security Agreement No. 4521 dated March 28, 2005 between the Company and
Lighthouse Capital Partners V, L.P., as amended.


 


Any term not defined herein shall have the meaning as
set forth in the Loan Agreement.


 


Until such time as this Warrant is exercised in full
or expires, the Purchase Price and the securities issuable upon exercise of
this Warrant are subject to adjustment as hereinafter provided. The person or
persons in whose name or names any certificate representing shares of Preferred
Stock is issued hereunder shall be deemed to have become the holder of record
of the shares represented thereby as at the close of business on the date this
Warrant is exercised with respect to such shares, whether or not the transfer
books of the Company shall be closed.


 


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3.
                      Payment
of Purchase Price. The Purchase Price may be paid (i) in cash or by check,
(ii) by the surrender by the Holder to the Company of any promissory notes or
other obligations issued by the Company, with all such notes and obligations so
surrendered being credited against the Purchase Price in an amount equal to the
principal amount thereof plus accrued interest to the date of surrender, or
(iii) by any combination of the foregoing.


 


4.
                      Net
Issue Election. The Holder may elect to receive, without the payment by the
Holder of any additional consideration, shares of Preferred Stock equal to the
value of this Warrant or any portion hereof by the surrender of this Warrant or
such portion to the Company, with the net issue election notice annexed hereto
duly executed, at the principal office of the Company. Thereupon, the Company
shall issue to the Holder such number of fully paid and nonassessable shares of
Preferred Stock as is computed using the following formula:


 


X=  Y(A-B)

   A


	
  where: 

  	
  X = 

  	
   

  	
  the number of shares of Preferred Stock to be
  issued to the Holder pursuant to this Section 4.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Y = 

  	
   

  	
  the number of shares of Preferred Stock covered by
  this Warrant in respect of which the net issue election is made pursuant to
  this Section 4.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A = 

  	
   

  	
  the Fair Market Value (defined below) of one share
  of Preferred Stock, as determined at the time the net issue election is made
  pursuant to this Section 4.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B = 

  	
   

  	
  the Purchase Price in effect under this Warrant at
  the time the net issue election is made pursuant to this Section 4.

  



 


“Fair
Market Value” of a share of Preferred Stock (or fully paid
and nonassessable shares of the Company’s common stock (the “Common Stock”)  if the Preferred Stock has been automatically converted
into Common Stock) as of the date that the net issue election is made (the “Determination Date”)  shall mean:


 


(i)        If the net issue election is made
in connection with and contingent upon the closing of the sale of the Company’s
Common Stock to the public in a public offering pursuant to a Registration
Statement under the 1933 Act (a “Public
Offering”),  and if the
Company’s Registration Statement relating to such Public Offering (“Registration Statement”)  has been declared effective by the
Securities and Exchange Commission, then the initial “Price to Public”
specified in the final prospectus with respect to such offering multiplied by
the number of shares of Common Stock into which each share of Preferred Stock
is then convertible.


 


(ii)       If the net issue election is not
made in connection with and contingent upon a Public Offering, then as follows:


 


(a)       If traded on a securities exchange
or the Nasdaq National Market, the fair market value of the Common Stock shall
be deemed to be the average of the closing or last reported sale prices of the
Common Stock on such exchange or market over the five day period ending five
trading days prior to the Determination Date, and the fair market value of the
Preferred Stock shall be deemed to be such fair market value of the Common
Stock multiplied by the number of shares of Common Stock into which each share
of Preferred Stock is then convertible;


 


(b)       If otherwise traded in an
over-the-counter market, the fair market value of the Common Stock shall be
deemed to be the average of the closing ask prices of the Common Stock over the
five day period ending five trading days prior to the Determination Date, and
the fair market value of the Preferred Stock shall be deemed to be such fair
market value of the Common Stock multiplied by the number of shares of Common
Stock into which each share of Preferred Stock is then convertible; and


 


(c)       If there is no public market for the
Common Stock, then fair market value shall be determined in good faith by the
Company’s Board of Directors.


 


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5.
       Partial Exercise. This
Warrant may be exercised in part, and the Holder shall be entitled to receive a
new warrant, which shall be dated as of the date of this Warrant, covering the
number of shares in respect of which this Warrant shall not have been
exercised.


 


6.
       Fractional Shares. In
no event shall any fractional share of Preferred Stock be issued upon any
exercise of this Warrant. If, upon exercise of this Warrant in its entirety,
the Holder would, except as provided in this Section
6, be entitled to receive a fractional share of Preferred Stock,
then the Company shall, in lieu of issuance of any fractional share, pay the
Holder otherwise entitled to such fraction a sum in cash equal to the product
resulting from multiplying the then current Fair Market Value of one share of
Preferred Stock by such fraction.


 


7.
       Expiration Date; Automatic
Exercise. This Warrant shall expire at the earliest to occur
of (i) the close of business on October 19, 2014; or (ii) the effective date of
a Merger as defined below, unless otherwise assumed per the language below (the
“Expiration Date”)  and shall be void thereafter.


 


“Merger”
means: (i) a sale of all or substantially all of the Company’s
assets to an Unafflliated Entity (as defined below), or (ii) the merger,
consolidation or acquisition of the Company with, into or by an Unaffiliated
Entity (other than a merger or consolidation for the principle purpose of
changing the domicile of the Company or a bona fide round of preferred stock
equity financing), the result of which is that stockholders of the Company
immediately prior to the merger, consolidation or acquisition do not own or
control more than 50% of the voting power of the surviving entity immediately
following such merger, consolidation or acquisition. “Unaffiliated Entity” means any entity that is owned or
controlled by parties who own less than 20% of the combined voting power of the
voting securities of the Company immediately prior to such merger,
consolidation or acquisition. Notwithstanding the foregoing, in the event that
any outstanding warrants to purchase preferred equity securities of the Company
are assumed by the successor entity of a Merger (or parent thereof), this
Warrant will be similarly assumed. Notwithstanding anything to the contrary in
this Warrant, if Holder exercises this Warrant after receiving a notice from
the Company of a proposed merger or if the exercise was otherwise precipitated
by such proposed Merger, the Company will hold the exercise notice, without
processing such notice, until immediately prior to the consummation of the
Merger, at which time the exercise notice shall be processed. If the Merger is
terminated, the Holder will have 30 days from the date the Company gives Holder
notice indicating such termination to rescind its exercise notice, otherwise
the exercise notice shall be processed by the Company as set forth herein. In
the event of such rescission, this Warrant will continue to be exercisable on
the same terms and conditions.


 


Notwithstanding the
foregoing, this Warrant shall automatically be deemed to be exercised in full
pursuant to the provisions of Section 4 hereof,
without any further action on behalf of the Holder, immediately prior to the
time this Warrant would otherwise expire pursuant to this Section 7,
unless otherwise assumed per above.


 


8.
       Reserved Shares; Valid Issuance. The
Company covenants that it will at all times from and after the date hereof
reserve and keep available such number of its authorized shares of Preferred
Stock and Common Stock free from all preemptive or similar rights therein, as
will be sufficient to permit, respectively, the exercise of this Warrant in
full and the conversion into shares of Common Stock of all shares of Preferred
Stock receivable upon such exercise. The Company further covenants that such
shares as may be issued pursuant to such exercise and/or conversion will, upon
issuance, be duly and validly issued, fully paid and nonassessable and free
from all taxes, liens and charges with respect to the issuance thereof.


 


9.
       Stock Splits and Dividends. If
after the date hereof the Company shall subdivide the Preferred Stock, by
split-up or otherwise, or combine the Preferred Stock, or issue additional
shares of Preferred Stock in payment of a stock dividend on the Preferred
Stock, the number of shares of Preferred Stock issuable on the exercise 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 Purchase Price shall forthwith be proportionately
decreased in the case of a subdivision or stock dividend, or proportionately
increased in the case of a combination.


 


10.
     Adjustments for Diluting Issuances. The
other antidilution rights applicable to the Preferred Stock and the Common
Stock of the Company are set forth in the Restated Articles of Incorporation,
as amended from time to time (the “Certificate”),  a true and complete copy in its current
form which is attached hereto as Exhibit A.
Such rights shall not be restated, amended or modified in any manner
which adversely affects the Holder differently than the holders of Preferred
Stock without such Holder’s prior written consent. The Company shall


 


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promptly provide the
Holder hereof with any restatement, amendment or modification to the
Certificate promptly after the same has been made.


 


11.
     Mergers and Reclassifications. Subject
to Section 7, if after the date
hereof the Company shall enter into any Reorganization (as hereinafter
defined), then, as a condition of such Reorganization, lawful provisions shall
be made, and duly executed documents evidencing the same from the Company or
its successor shall be delivered to the Holder, so that the Holder shall
thereafter have the right to purchase, at a total price not to exceed that
payable upon the exercise of this Warrant in full, the kind and amount of
shares of stock and other securities and property receivable upon such
Reorganization by a holder of the number of shares of Preferred Stock which
might have been purchased by the Holder immediately prior to such Reorganization,
and in any such case appropriate provisions shall be made with respect to the
rights and interest of the Holder to the end that the provisions hereof
(including without limitation, provisions for the adjustment of the Purchase
Price and the number of shares issuable hereunder and the provisions relating
to the net issue election) shall thereafter be applicable in relation to any
shares of stock or other securities and property thereafter deliverable upon
exercise hereof. For the purposes of this Section
11, the term “Reorganization” shall
include without limitation any reclassification, capital reorganization or
change of the Preferred Stock (other than as a result of a subdivision,
combination or stock dividend provided for in Section
9 hereof), or any consolidation of the Company with, or merger of
the Company into, another corporation or other business organization (other
than a merger in which the Company is the surviving corporation and which does
not result in any reclassification or change of the outstanding Preferred
Stock), or any sale or conveyance to another corporation or other business
organization of all or substantially all of the assets of the Company.


 


12.
     Certificate of Adjustment. Whenever
the Purchase Price is adjusted, as herein provided, the Company shall promptly
deliver to the Holder a certificate of the Company’s chief financial officer
setting forth the Purchase Price after such adjustment and setting forth a
brief statement of the facts requiring such adjustment.


 


13.
               Notices
of Record Date, Etc. In the event of:


 


(a)        any taking by the
Company of a record of the holders of any class of securities for the purpose
of determining the holders thereof who are entitled to receive any dividend or
other distribution, or any right to subscribe for, purchase, sell or otherwise
acquire or dispose of any shares of stock of any class or any other securities
or property, or to receive any other right;


 


(b)       any reclassification of the capital
stock of the Company, capital reorganization of the Company, consolidation or
merger involving the Company, or sale or conveyance of all or substantially all
of its assets; or


 


(c)       any voluntary or involuntary
dissolution, liquidation or winding-up of the Company;


 


then in each such event
the Company will provide or cause to be provided to the Holder a written notice
thereof. Such notice shall be provided at least 10 business days prior to the
date specified in such notice on which any such action is to be taken.


 


14.
     Representations, Warranties and
Covenants.                                   This
Warrant is issued and delivered by the Company and accepted by each Holder on
the basis of the following representations, warranties and covenants made by
the Company:


 


(a)       The Company has all necessary
authority to issue, execute and deliver this Warrant and to perform its
obligations hereunder. This Warrant has been duly authorized issued, executed
and delivered by the Company and is the valid and binding obligation of the
Company, enforceable in accordance with its terms.


 


(b)       The shares of Preferred Stock
issuable upon the exercise of this Warrant have been duly authorized and
reserved for issuance by the Company and, when issued in accordance with the
terms hereof, will be validly issued, fully paid and nonassessable.


 


4

















 


(c)       The issuance, execution and delivery
of this Warrant do not, and the issuance of the shares of Preferred Stock upon
the exercise of this Warrant in accordance with the terms hereof will not, (i)
violate or contravene the Company’s Certificate or by-laws, or any law,
statute, regulation, rule, judgment or order applicable to the Company, (ii)
violate, contravene or result in a material breach or default under any
material contract, material agreement or material instrument to which the
Company is a party or by which the Company or any of its assets are bound or
(iii) require the consent or approval of or the filing of any notice or
registration with any person or entity.


 


(d)       As of the date hereof and before
giving effect to a six-for-one reverse stock split of the Company’s Preferred
Stock to be effected in October 2007, the authorized capital stock of the
Company consists of: (i) 95,950,975 shares of Common Stock, of which 7,408,043
shares are issued and outstanding; (ii) 757,576 shares of Series A Preferred
Stock, of which 757,576 are issued and outstanding shares; (iii) 398,493 shares
of Series B Preferred Stock, of which 398,493 are issued and outstanding
shares; (iv) 17,056,099 shares of Series C Preferred Stock, of which 16,958,562
are issued and outstanding shares; (v) 33,836,857 shares of Series D Preferred
Stock, of which 33,232,629 are issued and outstanding shares; and (vi)
17,000,000 shares of Series E Preferred Stock, of which 16,910,775 are issued
and outstanding shares. The Company shall provide Holder on the date first
written above a capitalization table summarizing the capitalization of the
Company. Upon request, the Company will provide Holder with a current
capitalization table indicating changes, if any, to the number of outstanding
shares of common stock and preferred stock; provided that Holder shall not make
such request more than once per calendar quarter.


 


15.
     Registration Rights. Upon
receiving the requisite number of written consents required under the Rights
Agreement (as defined below) to amend such agreement, the Company shall grant
to the Holder all the rights of a “Holder” and an “Investor” under the Company’s
Amended and Restated Investors’ Rights Agreement dated as of October      ,
2007 (the “Rights Agreement”),  including, without limitation, the right
to receive financial information and the registration rights contained therein,
so that (i) the shares of Common Stock issuable upon conversion of the shares
of Preferred Stock issuable upon exercise of this Warrant shall be “Registrable Securities,” and (ii) the
Holder shall be a “Holder” and an “Investor” for all purposes of such Rights
Agreement except for the purposes of Section 4 therein, subject to the terms
and conditions set forth in the Rights Agreements.


 


16.
     Amendment. The
terms of this Warrant may be amended, modified or waived only with the written
consent of the Holder and the Company.


 


17.
     Representations and Covenants of the
Holder. This Warrant has been entered into by the Company in
reliance upon the following representations and covenants of the Holder, which
by its execution hereof the Holder hereby confirms:


 


(a)
      Investment Purpose. The
right to acquire Preferred Stock or the Preferred Stock issuable upon exercise
of the Holder’s rights contained herein will be acquired for investment and not
with a view to the sale or distribution of any part thereof, and the Holder has
no present intention of selling or engaging in any public distribution of the
same except pursuant to a registration or exemption.


 


(b)
      Accredited Investor. Holder
is an “accredited investor” within the meaning of the Securities and Exchange
Rule 501 of Regulation D, as presently in effect.


 


(c)
      Private Issue. The
Holder understands (i) that the Preferred Stock issuable upon exercise of the
Holder’s rights contained herein is not registered under the 1933 Act or
qualified under applicable state securities laws on the ground that the
issuance contemplated by this Warrant will be exempt from the registration and qualifications
requirements thereof, and (ii) that the Company’s reliance on such exemption is
predicated on the representations set forth in this Section 17.


 


(d)
      Financial Risk. The
Holder has such knowledge and experience in financial and business matters as
to be capable of evaluating the merits and risks of its investment and has the
ability to bear the economic risks of its investment.


 


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(e)
                   Rule
144. The Holder is aware that neither the Warrant, the Preferred Shares,
nor the Common Stock issuable upon conversion thereof may be sold pursuant to
Rule 144 adopted under the 1933 Act unless certain conditions are met,
including, among other things, the existence of a public market for the shares,
the availability of certain current public information about the Company, the
resale following the required holding period under Rule 144 and the number of
shares being sold during any three month period not exceeding specified
limitations. Holder is aware that the conditions for resale set forth in Rule
144 have not been satisfied and that the Company presently has no plans to
satisfy these conditions in the foreseeable future.


 


(f)
       Market Stand-Off Agreement.


 


Holder hereby agrees that
Holder shall not, without the prior written consent of the managing
underwriters, sell or otherwise transfer or dispose of any Common Stock (or
other securities) of the Company held by Holder immediately prior to the
effective date of the registration statement (other than those included in the
registration) for a period specified by the representative of the underwriters
of Common Stock (or other securities) of the Company not to exceed one hundred
eighty (180) days following the effective date of a registration statement of
the Company filed under the Securities Act; provided,
that:


 


(i)                        such
agreement shall apply only to the Company’s Public Offering; and


 


(ii)                     all officers,
directors and one percent (1%) or greater shareholders of the Company are
subject to similar agreements.


 


Holder agrees to
execute and deliver such other agreements as may be reasonably requested by the
Company or the underwriter which are consistent with the foregoing or which are
necessary to give further effect thereto. The obligations described in this Section 17(f) shall not apply to a
registration relating solely to employee benefit plans on Form S-l or Form S-8
or similar forms that may be promulgated in the future, or a registration
relating solely to a Commission Rule 145 transaction on Form S-4 or similar
forms that may be promulgated in the future. The Company may impose
stop-transfer instructions with respect to the shares of Common Stock (or other
securities) subject to the foregoing restriction until the end of said one
hundred eighty (180) day period.


 


18.
     Notices, Transfers, Etc.


 


(a)
      Any notice or
written communication required or permitted to be given to the Holder may be
given by certified mail or delivered to the Holder at the address most recently
provided by the Holder to the Company.


 


(b)       Subject to compliance with
applicable federal and state securities laws and the transfer restrictions set
forth in Section 2.1 of the Rights Agreement, this Warrant may be transferred
by the Holder with respect to any or all of the shares purchasable hereunder.
Upon surrender of this Warrant to the Company, together with the assignment
notice annexed hereto duly executed, for transfer of this Warrant as an
entirety by the Holder, the Company shall issue a new warrant of the same
denomination to the assignee. Upon surrender of this Warrant to the Company,
together with the assignment hereof properly endorsed, by the Holder for
transfer with respect to a portion of the shares of Preferred Stock purchasable
hereunder, the Company shall issue a new warrant to the assignee, in such
denomination as shall be requested by the Holder hereof, and shall issue to
such Holder a new warrant covering the number of shares in respect of which
this Warrant shall not have been transferred.


 


(c)       In case this Warrant shall be mutilated,
lost, stolen or destroyed, the Company shall issue a new warrant of like tenor
and denomination and deliver the same (i) in exchange and substitution for and
upon surrender and cancellation of any mutilated Warrant, or (ii) in lieu of
any Warrant lost, stolen or destroyed, upon receipt of an affidavit of the
Holder or other evidence reasonably satisfactory to the Company of the loss,
theft or destruction of such Warrant


 


19.
     No Impairment. The
Company will not, by amendment of its Certificate or through any
reclassification, capital reorganization, consolidation, merger, sale or
conveyance of assets, dissolution, liquidation, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance of
performance of any


 


6

















 


of the terms of this
Warrant, but will at all times in good faith assist in the carrying out of all
such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder. Notwithstanding the
foregoing, nothing in this Section 19 shall
prohibit the Company from amending its Certificate or taking any other action
set forth above with the requisite consent of the shareholders and the Board of
Directors, so long as such amendment or action does not affect the rights
granted to Holder in a manner differently than the holders of the Preferred
Stock.


 


20.
     Governing Law. The
provisions and terms of this Warrant shall be governed by and construed in
accordance with the internal laws of the State of California without giving
effect to its principles regarding conflicts of laws.


 


21.
     Successors and Assigns. This
Warrant shall be binding upon the Company’s successors and assigns and shall
inure to the benefit of the Holder’s successors, legal representatives and
permitted assigns.


 


22.
     Business Days. If
the last or appointed day for the taking of any action required or the
expiration of any rights granted herein shall be a Saturday or Sunday or a
legal holiday in California, then such action may be taken or right may be
exercised on the next succeeding day which is not a Saturday or Sunday or such
a legal holiday.


 


23.
     Qualifying Public Offering. If
the Company shall effect a firm commitment underwritten public offering of
shares of Common Stock which results in the conversion of the Preferred Stock
into Common Stock pursuant to the Company’s Certificate in effect immediately
prior to such offering, then, effective upon such conversion, this Warrant
shall change from the right to purchase shares of Preferred Stock to the right
to purchase shares of Common Stock, and the Holder shall thereupon have the
right to purchase, at a total price equal to that payable upon the exercise of
this Warrant in full, the number of shares of Common Stock which would have
been receivable by the Holder upon the exercise of this Warrant for shares of
Preferred Stock immediately prior to such conversion of such shares of
Preferred Stock into shares of Common Stock, and in such event appropriate
provisions shall be made with respect to the rights and interest of the Holder
to the end that the provisions hereof (including, without limitation, the
provisions for the adjustment of the Purchase Price and of the number of shares
purchasable upon exercise of this Warrant and the provisions relating to the
net issue election) shall thereafter be applicable to any shares of Common
Stock deliverable upon the exercise hereof.


 


24.
     Value. The Company
and the Holder agree that the value of this Warrant on the date of grant is
$100.


 


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25.
     No Stockholder Rights. This
Warrant in and of itself shall not entitle the Holder to any voting rights or
other rights as a stockholder of the Company.


 


	
   

  	
  ARYx THERAPEUTICS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


Accepted and Agreed;


 


	
  Lighthouse Capital Partners V, L.P.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  Lighthouse
  Management Partners V, L.L.C.

  its general partner

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
										



 


8

















 


Subscription


 


To:


Date:


 


The undersigned hereby
subscribes for                           shares
of Preferred Stock covered by this Warrant. The certificate(s) for such shares
shall be issued in the name of the undersigned or as otherwise indicated below:


 


	
   

  	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name for Registration

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Mailing Address

  	
   

  	
   

  	
   

  



 


1

















 


Net Issue Election Notice


 


	
  To:

  	
   

  	
   

  	
  Date:

  	
   

  



 


The undersigned hereby
elects under Section 4 to
surrender the right to purchase shares of Preferred Stock pursuant to this
Warrant. The certificate(s) for such shares issuable upon such net issue
election shall be issued in the name of the undersigned or as otherwise
indicated below:


 


	
   

  	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name for Registration

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Mailing Address

  	
   

  	
   

  	
   

  



 


1

















 


Assignment


 


For value received                                                                                                        hereby
sells, assigns and transfers unto




 


[Please print or
typewrite name and address of Assignee]


 


the within Warrant, and
does hereby irrevocably constitute and appoint                                       its
attorney to transfer the within Warrant on the books of the within named
Company with full power of substitution on the premises.


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name for Registration

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  In the Presence of:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


1

















 


Exhibit A


 


Amended and Restated Articles of Incorporation


 


See attached pages.


 


2