Exhibit 4.1


 


FAVRILLE, INC.


 


WARRANT TO PURCHASE COMMON STOCK


 


To Purchase [              ]
Shares of Common Stock


 


Date of Issuance: November 7, 2007


 


VOID AFTER NOVEMBER 7, 2012


 


THIS CERTIFIES
THAT, for value received, [                  ],
or permitted registered assigns (the “HOLDER”), is
entitled to subscribe for and purchase at the Exercise Price (defined below)
from Favrille, Inc., a Delaware corporation (the “COMPANY”)
up to [          ] shares of
the common stock of the Company, par value $0.001 per share (the “COMMON STOCK”). This warrant is one of a series of warrants
issued by the Company as of the date hereof (individually a “WARRANT”; collectively, “COMPANY
WARRANTS”) pursuant to that certain subscription agreement between
the Company and the Holder, dated as of November 2, 2007 (the “SUBSCRIPTION AGREEMENT”).


 


1.             DEFINITIONS. Capitalized
terms used herein but not otherwise defined herein shall have their respective
meanings as set forth in the Subscription Agreement. As used herein, the following
terms shall have the following respective meanings:


 


(A)          “Exercise Period”
shall mean the period commencing with the date hereof and ending on 5:00 P.M.
EST five (5) years from the date hereof, unless sooner terminated as provided
below.


 


(B)           “Exercise Price”
shall mean $2.77 per share, subject to adjustment pursuant to Section 4
below.


 


(C)           “Exercise Shares”
shall mean the shares of Common Stock issuable upon exercise of this Warrant.


 


(D)          “Trading Day”
shall mean (a) any day on which the Common Stock is listed or quoted and traded
on its primary trading market, (b) if the Common Stock is not then listed or
quoted and traded on any eligible market (meaning any of the NYSE, AMEX or
NASDAQ), then a day on which trading occurs on the OTC Bulletin Board (or any
successor thereto), or (c) if trading does not occur on the OTC Bulletin Board
(or any successor thereto), any Business Day.


 


2.             EXERCISE OF WARRANT. The
rights represented by this Warrant may be exercised in whole or in part at any
time during the Exercise Period, by delivery of the following to the Company at
its address set forth on the signature page hereto (or at such other address as
it may designate by notice in writing to the Holder):


 


(A)          An executed Notice of Exercise in the
form attached hereto;


 

















 


(B)           Payment of the Exercise Price either
(i) in cash or by check, (ii) by cancellation of indebtedness, or (iii)
pursuant to Section 2.1 below; and


 


(C)           This Warrant.


 


Execution and
delivery of the Notice of Exercise shall have the same effect as cancellation
of the original Warrant and issuance of a new Warrant evidencing the right to
purchase the remaining number of Exercise Shares, if any.


 


Certificates
for shares purchased hereunder shall be transmitted by the transfer agent of
the Company to the Holder by crediting the account of the Holder’s prime broker
with the Depository Trust Company through its Deposit Withdrawal Agent
Commission system if the Company is a participant in such system, and otherwise
by physical delivery to the address specified by the Holder in the Notice of
Exercise within three business days from the delivery to the Company of the
Notice of Exercise, surrender of this Warrant and payment of the aggregate
Exercise Price as set forth above. This Warrant shall be deemed to have been
exercised on the date the Notice of Exercise is received by the Company. The
Exercise Shares shall be deemed to have been issued, and Holder or any other
person so designated to be named therein shall be deemed to have become a Holder
of record of such shares for all purposes, as of the date this Warrant has been
exercised by payment to the Company of the Exercise Price.


 


The person in
whose name any certificate or certificates for Exercise Shares are to be issued
upon exercise of this Warrant shall be deemed to have become the Holder of
record of such shares on the date on which this Warrant was surrendered and
payment of the Exercise Price was made, irrespective of the date of delivery of
such certificate or certificates, except that, if the date of such surrender
and payment is a date when the stock transfer books of the Company are closed,
such person shall be deemed to have become the Holder of such shares at the
close of business on the next succeeding date on which the stock transfer books
are open.


 


To the extent
permitted by law, the Company’s obligations to issue and deliver Exercise
Shares in accordance with the terms hereof are absolute and unconditional,
irrespective of any action or inaction by the Holder to enforce the same, any
waiver or consent with respect to any provision hereof, the recovery of any
judgment against any person or entity or any action to enforce the same, or any
setoff, counterclaim, recoupment, limitation or termination, or any breach or
alleged breach by the Holder or any other person or entity of any obligation to
the Company or any violation or alleged violation of law by the Holder or any
other person or entity, and irrespective of any other circumstance which might
otherwise limit such obligation of the Company to the Holder in connection with
the issuance of Exercise Shares. Nothing herein shall limit a Holder’s right to
pursue any other remedies available to it hereunder, at law or in equity
including, without limitation, a decree of specific performance and/or injunctive
relief with respect to the Company’s failure to timely deliver certificates
representing shares of Common Stock upon exercise of this Warrant as required
pursuant to the terms hereof.


 


2.1           NET EXERCISE. If the Company
shall receive written notice from the Holder of this Warrant at the time of
exercise of this Warrant that the Holder elects to exercise the net exercise
right, the Company shall deliver to such Holder (without payment by the Holder
of any exercise price in cash) that number of fully paid and nonassessable
shares of Common


 


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Stock,  equal to the quotient obtained by dividing
(y) the value of this Warrant (or the specified portion thereof) on the date of
exercise, which value shall be determined by subtracting (1) the aggregate
Exercise Price of the Warrant Shares (or the specified portion thereof)
immediately prior to the exercise of this Warrant from (2) the Aggregate Fair
Market Value (as defined below) of the Warrant Shares (or the specified portion
thereof) issuable upon exercise of this Warrant (or specified portion thereof)
on the date of exercise by (z) the Fair Market Value (as defined below) of one
share of Common Stock on the date of exercise. The “Fair Market Value” of one share
of Common Stock shall mean (i) the average of the closing prices for the shares
of Common Stock on the Nasdaq Global Market or other trading market where such
security is listed or traded as reported by Bloomberg Financial Markets (or a
comparable reporting service of national reputation selected by the Company and
reasonably acceptable to the Holder if Bloomberg Financial Markets is not then
reporting sales prices of such security) (collectively, “Bloomberg”) for the ten (10) consecutive
Trading Days ending on the Trading Day prior to the exercise date, or (ii) if
sales have not been made on any or all of these Trading Days, the average of
the closing prices for such security as reported by Bloomberg for the last ten
(10) Trading Days where a sale was made, ending on the Trading Day prior to the
exercise date, or (iii) if fair market value cannot be calculated as of such
date on any of the foregoing bases, the fair market value shall be as
determined by the Board of Directors of the Company in the exercise of its good
faith judgment. The “Aggregate Fair Market
Value” of the Warrant Shares shall be determined by multiplying the
number of shares of Warrant Shares by the Fair Market Value of one share of
Warrant Shares.


 


2.2           ISSUANCE OF NEW WARRANTS. Upon
any partial exercise of this Warrant, the Company, at its expense, will
forthwith and, in any event within five business days, issue and deliver to the
Holder a new warrant or warrants of like tenor, registered in the name of the
Holder, exercisable, in the aggregate, for the balance of the number of shares
of Common Stock remaining available for purchase under this Warrant.


 


2.3           PAYMENT OF TAXES AND EXPENSES.
The Company shall pay any recording, filing, stamp or similar tax which may be
payable in respect of any transfer involved in the issuance of, and the
preparation and delivery of certificates (if applicable) representing, (i) any
Exercise Shares purchased upon exercise of this Warrant and/or (ii) new or
replacement warrants in the Holder’s name or the name of any transferee of all
or any portion of this Warrant.


 


2.4           EXERCISE LIMITATIONS; HOLDER’S
RESTRICTIONS. A Holder shall not have the right to exercise any portion of
this Warrant, pursuant to Section 2 or otherwise, to the extent that
after giving effect to such issuance after exercise, such Holder (together with
such Holder’s affiliates), as set forth on the applicable Notice of Exercise,
would beneficially own in excess of 4.99%, or 9.9% if such Holder already
beneficially owns 4.99% or exceeds 4.99% in the future, of the number of shares
of the Common Stock outstanding immediately after giving effect to such
issuance. For purposes of the foregoing sentence, the number of shares of
Common Stock beneficially owned by such Holder and its affiliates shall include
the number of shares of Common Stock issuable upon exercise of this Warrant
with respect to which the determination of such sentence is being made, but
shall exclude the number of shares of Common Stock which would be issuable upon
(A) exercise of the remaining, nonexercised portion of this Warrant
beneficially owned by such Holder or any of its affiliates and (B) exercise or
conversion of the unexercised or nonconverted portion of any other securities 


 


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of the Company (including, without
limitation, any other shares of Common Stock or Warrants) subject to a
limitation on conversion or exercise analogous to the limitation contained
herein beneficially owned by such Holder or any of its affiliates. Except as
set forth in the preceding sentence, for purposes of this Section 2.4,
beneficial ownership shall be calculated in accordance with Section 13(d) of
the Exchange Act, it being acknowledged by a Holder that the Company is not
representing to such Holder that such calculation is in compliance with Section
13(d) of the Exchange Act and such Holder is solely responsible for any
schedules required to be filed in accordance therewith. To the extent that the
limitation contained in this Section 2.4 applies, the determination of
whether this Warrant is exercisable (in relation to other securities owned by
such Holder) and of which a portion of this Warrant is exercisable shall be in
the sole discretion of a Holder, and the submission of a Notice of Exercise
shall be deemed to be each Holder’s determination of whether this Warrant is
exercisable (in relation to other securities owned by such Holder) and of which
portion of this Warrant is exercisable, in each case subject to such aggregate
percentage limitation, and the Company shall have no obligation to verify or
confirm the accuracy of such determination. For purposes of this Section 2.4,
in determining the number of outstanding shares of Common Stock, a Holder may
rely on the number of outstanding shares of Common Stock as reflected in (x)
the Company’s most recent Form 10-Q or Form 10-K, as the case may be, (y) a
more recent public announcement by the Company or (z) any other notice by the
Company or the Company’s Transfer Agent setting forth the number of shares of
Common Stock outstanding. Upon the written or oral request of a Holder, the
Company shall within two Trading Days confirm orally and in writing to such
Holder the number of shares of Common Stock then outstanding. In any case, the
number of outstanding shares of Common Stock shall be determined after giving
effect to the conversion or exercise of securities of the Company, including
this Warrant, by such Holder or its affiliates since the date as of which such
number of outstanding shares of Common Stock was reported. The provisions of
this Section 2.4 may be waived by such Holder, at the election of such
Holder, upon not less than 61 days’ prior notice to the Company, and the
provisions of this Section 2.4 shall continue to apply until such 61st
day (or such later date, as determined by such Holder, as may be specified in
such notice of waiver).


 


3.             COVENANTS OF THE COMPANY.


 


3.1           COVENANTS AS TO EXERCISE SHARES.
The Company covenants and agrees that all Exercise Shares that may be issued
upon the exercise of the rights represented by this Warrant will, upon
issuance, be validly issued and outstanding, fully paid and nonassessable, and
free from all taxes, liens and charges with respect to the issuance thereof. The
Company further covenants and agrees that the Company will at all times during
the Exercise Period, have authorized and reserved, free from preemptive rights,
a sufficient number of shares of Common Stock to provide for the exercise of
the rights represented by this Warrant. If at any time during the Exercise
Period the number of authorized but unissued shares of Common Stock shall not
be sufficient to permit exercise of this Warrant, the Company will take such
corporate action as may, in the opinion of its counsel, be necessary to increase
its authorized but unissued shares of Common Stock to such number of shares as
shall be sufficient for such purposes.


 


3.2           NO IMPAIRMENT. Except and to
the extent as waived or consented to by the holders of Company Warrants
representing at least two-thirds of the number of shares of 


 


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Common Stock then subject to outstanding
Company Warrants, the Company will not, by amendment of its Certificate of
Incorporation or through any 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 hereunder by the Company, but will at all times in good
faith assist in the carrying out of all the provisions of this Warrant and in
the taking of all such action as may be necessary or appropriate in order to
protect the exercise rights of the Holder against impairment.


 


3.3           NOTICES OF RECORD DATE AND CERTAIN
OTHER EVENTS. In the event of 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, the
Company shall mail to the Holder, at least ten (10) days prior to the date on
which any such record is to be taken for the purpose of such dividend or
distribution, a notice specifying such date. In the event of any voluntary
dissolution, liquidation or winding up of the Company, the Company shall mail
to the Holder, at least ten (10) days prior to the date of the occurrence of
any such event, a notice specifying such date. In the event the Company
authorizes or approves, enters into any agreement contemplating, or solicits
stockholder approval for any Fundamental Transaction, as defined in Section
6 herein, the Company shall mail to the Holder, at least ten (10) days
prior to the date of the occurrence of such event, a notice specifying such
date.


 


4.             ADJUSTMENT OF EXERCISE PRICE AND
SHARES.


 


(A)          In the event of changes in the
outstanding Common Stock of the Company by reason of stock dividends,
split-ups, recapitalizations, reclassifications, combinations or exchanges of
shares, separations, reorganizations, liquidations, consolidation, acquisition
of the Company (whether through merger or acquisition of substantially all the
assets or stock of the Company), or the like, the number, class and type of
shares available under this Warrant in the aggregate and the Exercise Price shall
be correspondingly adjusted to give the Holder of this Warrant, on exercise for
the same aggregate Exercise Price, the total number, class, and type of shares
or other property as the Holder would have owned had this Warrant been
exercised prior to the event and had the Holder continued to hold such shares
until the event requiring adjustment. The form of this Warrant need not be
changed because of any adjustment in the number of Exercise Shares subject to
this Warrant.


 


(B)           If at any time or from time to time
the holders of Common Stock of the Company (or any shares of stock or other
securities at the time receivable upon the exercise of this Warrant) shall have
received or become entitled to receive, without payment therefor,


 


(I)            Common Stock or any shares of stock
or other securities which are at any time directly or indirectly convertible
into or exchangeable for Common Stock, or any rights or options to subscribe
for, purchase or otherwise acquire any of the foregoing by way of dividend or
other distribution (other than a dividend or distribution covered in Section
4(a) above);


 


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(II)           any cash paid or payable otherwise
than as a cash dividend; or


 


(III)         Common Stock or additional stock or
other securities or property (including cash) by way of spinoff, split-up,
reclassification, combination of shares or similar corporate rearrangement
(other than shares of Common Stock pursuant to Section 4(a) above), then
and in each such case, the Holder hereof will, upon the exercise of this
Warrant, be entitled to receive, in addition to the number of shares of Common
Stock receivable thereupon, and without payment of any additional consideration
therefor, the amount of stock and other securities and property (including cash
in the cases referred to in clauses (ii) and (iii) above) which such Holder
would hold on the date of such exercise had such Holder been the holder of
record of such Common Stock as of the date on which holders of Common Stock
received or became entitled to receive such shares or all other additional
stock and other securities and property.


 


(C)           Upon the occurrence of each
adjustment pursuant to this Section 4, the Company at its expense will,
at the written request of the Holder, promptly compute such adjustment in
accordance with the terms of this Warrant and prepare a certificate setting
forth such adjustment, including a statement of the adjusted Exercise Price and
adjusted number or type of Exercise Shares or other securities issuable upon exercise
of this Warrant (as applicable), describing the transactions giving rise to
such adjustments and showing in detail the facts upon which such adjustment is
based. Upon written request, the Company will promptly deliver a copy of each
such certificate to the Holder and to the Company’s transfer agent.


 


5.             FRACTIONAL SHARES. No
fractional shares shall be issued upon the exercise of this Warrant as a
consequence of any adjustment pursuant hereto. All Exercise Shares (including
fractions) issuable upon exercise of this Warrant may be aggregated for
purposes of determining whether the exercise would result in the issuance of
any fractional share. If, after aggregation, the exercise would result in the
issuance of a fractional share, 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 an Exercise Share by such fraction.


 


6.             FUNDAMENTAL TRANSACTIONS.


 


6.1           If, at any time while this Warrant is
outstanding, (i) the Company effects any merger of the Company with or into
another entity, (ii) the Company effects any sale of all or substantially all
of its assets in one or a series of related transactions, (iii) any tender
offer or exchange offer (whether by the Company or another individual or
entity) is completed pursuant to which holders of Common Stock are permitted to
tender or exchange their shares for other securities, or (iv) the Company
effects any reclassification of the Common Stock or any compulsory share
exchange pursuant to which the Common Stock is effectively converted into or
exchanged for other securities, (other than as a result of a subdivision or
combination of shares of Common Stock covered by Section 4 above) (in
any such case, a “FUNDAMENTAL TRANSACTION”),
then, upon any subsequent exercise of this Warrant, the Holder shall have the
right to receive, for each Warrant Share that would have been issuable upon
such exercise immediately prior to the occurrence of such Fundamental
Transaction, upon exercise of this 


 


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Warrant (disregarding any limitation on
exercise contained herein solely for the purpose of such determination), the
number of shares of Common Stock of the successor or acquiring corporation or
of the Company, if it is the surviving corporation, and any additional
consideration (the “ALTERNATE CONSIDERATION”)
receivable upon or as a result of such reorganization, reclassification, merger,
consolidation or disposition of assets by a Holder of the number of shares of
Common Stock for which this Warrant is exercisable immediately prior to such
event (disregarding any limitation on exercise contained herein solely for the
purpose of such determination). For purposes of any such exercise, the
determination of the Exercise Price shall be appropriately adjusted to apply to
such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one share of Common Stock in such Fundamental
Transaction, and the Company shall apportion the Exercise Price among the
Alternate Consideration in a reasonable manner reflecting the relative value of
any different components of the Alternate Consideration. If holders of Common
Stock are given any choice as to the securities, cash or property to be
received in a Fundamental Transaction, then the Holder shall be given the same
choice as to the Alternate Consideration it receives upon any exercise of this
Warrant following such Fundamental Transaction. To the extent necessary to
effectuate the foregoing provisions, any successor to the Company or surviving
entity in such Fundamental Transaction shall issue to the Holder a new warrant
consistent with the foregoing provisions and evidencing the Holder’s right to
exercise such warrant into Alternate Consideration. The terms of any agreement
pursuant to which a Fundamental Transaction is effected shall include terms
requiring any such successor or surviving entity to comply with the provisions
of this Section 6 and ensuring that this Warrant (or any such
replacement security) will be similarly adjusted upon any subsequent
transaction analogous to a Fundamental Transaction.


 


6.2           Notwithstanding anything to the
contrary, in the event of a reorganization or merger that is (1) an all cash or
property transaction, (2) a “Rule 13e-3 transaction” as defined in Rule 13e-3
under the Exchange Act, or (3) a transaction involving a person or entity not
traded on a national securities exchange, the Company or any successor entity
shall pay at the Holder’s option, exercisable at any time concurrently with or
after the consummation of the transaction, an amount of cash equal to the value
of this Warrant as determined in accordance with the Black-Scholes option
pricing formula using (i) an expected volatility equal to the 180 day
historical price volatility obtained from the HVT function on Bloomberg L.P. as
of the Trading Day immediately prior to the public announcement of such
transaction, (ii) a stock price equal to the amount of cash consideration
receivable in such transaction per share of Common Stock, or in the case of
property consideration receivable, the fair market value of such property as
determined by a mutually agreed upon independent party, (iii) a risk free
interest rate equal to the 30 day LIBOR rate on the day immediately prior to
the public announcement of such transaction, and (iv) a remaining option time
equal to the time between the date of the public announcement of such
transaction and the end of the Expiration Period.


 


7.             NO STOCKHOLDER RIGHTS. Other
than as provided in Section 3.3 or otherwise herein, this Warrant in and
of itself shall not entitle the Holder to any voting rights or other rights as
a stockholder of the Company.


 


8.             TRANSFER OF WARRANT. Subject
to applicable laws and the restriction on transfer set forth in the
Subscription Agreement, this Warrant and all rights hereunder are transferable,
by the Holder in person or by duly authorized attorney, upon delivery of this 


 


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Warrant and the form of assignment attached
hereto to any transferee designated by Holder. The transferee shall sign an
investment letter in form and substance reasonably satisfactory to the Company
and its counsel.


 


9.             LOST, STOLEN, MUTILATED OR
DESTROYED WARRANT. If this Warrant is lost, stolen, mutilated or destroyed,
the Company may, on such terms as to indemnity or otherwise as it may
reasonably impose (which shall, in the case of a mutilated Warrant, include the
surrender thereof), issue a new Warrant of like denomination and tenor as this
Warrant so lost, stolen, mutilated or destroyed. Any such new Warrant shall
constitute an original contractual obligation of the Company, whether or not
the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time
enforceable by anyone.


 


10.           NOTICES, ETC. All notices
required or permitted hereunder shall be in writing and shall be deemed
effectively given: (a) upon personal delivery to the party to be notified, (b)
when sent by confirmed telex or facsimile if sent during normal business hours
of the recipient, if not, then on the next business day, (c) five days after
having been sent by registered or certified mail, return receipt requested, postage
prepaid, or (d) one day after deposit with a nationally recognized overnight
courier, specifying next day delivery, with written verification of receipt. All
communications shall be sent to the Company at the address listed on the
signature page hereto and to Holder at the applicable address set forth on the
applicable signature page to the Subscription Agreement or at such other
address as the Company or Holder may designate by ten (10) days advance written
notice to the other parties hereto.


 


11.           ACCEPTANCE. Receipt of this
Warrant by the Holder shall constitute acceptance of and agreement to all of
the terms and conditions contained herein.


 


12.           GOVERNING LAW. This Warrant
and all rights, obligations and liabilities hereunder shall be governed by the
laws of the State of New York.


 


13.           AMENDMENT OR WAIVER. Any term
of this Warrant may be amended or waived (either generally or in a particular
instance and either retroactively or prospectively) with the written consent of
the Company and the holders of Company Warrants representing at least
two-thirds of the number of shares of Common Stock then subject to outstanding
Company Warrants. Notwithstanding the foregoing, (a) this Warrant may be
amended and the observance of any term hereunder may be waived without the
written consent of the Holder only in a manner which applies to all Company
Warrants in the same fashion and (b) the number of Warrant Shares subject to
this Warrant and the Exercise Price of this Warrant may not be amended, and the
right to exercise this Warrant may not be waived, without the written consent
of the Holder. The Company shall give prompt written notice to the Holder of
any amendment hereof or waiver hereunder that was effected without the Holder’s
written consent. No waivers of any term, condition or provision of this
Warrant, in any one or more instances, shall be deemed to be, or construed as,
a further or continuing waiver of any such term, condition or provision.


 


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IN WITNESS
WHEREOF, the Company has caused this Warrant to be executed by its duly authorized
officer as of November 7, 2007.


 


 


	
   

  	
  FAVRILLE, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:
  [                      ]

  
	
   

  	
   

  	
  Title:   [                      ]

  
	
   

  	
   

  	
   

  
	
   

  	
  10445 Pacific Center Court

  
	
   

  	
  San Diego, California 92121

  



 

















 


NOTICE OF EXERCISE


 


TO:         FAVRILLE,
INC.


 


(1)                                  [  ]                                  The
undersigned hereby elects to purchase [            ]
shares of the common stock, par value $0.001 (the “Common Stock”),
of FAVRILLE, INC. (the “Company”)
pursuant to the terms of the attached Warrant, and tenders herewith payment of
the exercise price in full, together with all applicable transfer taxes, if
any.


 


[  ]                                  The
undersigned hereby elects to purchase [            ]
shares of Common Stock of the Company pursuant to the terms of the net exercise
provisions set forth in Section 2.1 of the attached Warrant, and shall
tender payment of all applicable transfer taxes, if any.


 


(2)                                  Please issue the
certificate for shares of Common Stock in the name of, and pay any cash for any
fractional share to:


 


	
   

  	
   

  	
   

  
	
   

  	
  Print or type name

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Social Security or other Identifying Number

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Street Address

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  City State Zip Code

  	
   

  



 


(3)                                  If such number of
shares shall not be all the shares purchasable upon the exercise of the
Warrants evidenced by this Warrant, a new warrant certificate for the balance
of such Warrants remaining unexercised shall be registered in the name of and
delivered to:


 


	
  Please
  insert social security or other identifying number: 

  	
   

  	
   

  



 


	
   

  	
   

  
	
   

  	
  (Please print name and address)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  



 

















 


	
  (Date)

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Print name)

  



 

















 


ASSIGNMENT FORM


 


(To assign the
foregoing Warrant, execute this form and supply required information. Do not
use this form to purchase shares.)


 


FOR VALUE
RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
assigned to


 


	
  Name:

  	
   

  
	
   

  	
  (Please Print)

  
	
   

  	
   

  
	
  Address:

  	
   

  
	
   

  	
  (Please Print)

  
	
   

  	
   

  
	
  Dated:   , 200[  ]

  	
   

  
	
   

  	
   

  
	
  Holder’s Signature:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Holder’s Address:

  	
   

  	
   

  	
   

  
					



 


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