**Exhibit10.43**

 

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTEREDUNDER THE SECURITIES ACT OF 1933 (THE “1933 ACT”) OR UNDER THE SECURITIES LAWSOF ANY OTHER STATE AND MAY NOT BE TRANSFERRED WITHOUT (A) THE OPINION OFCOUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER MAY LAWFULLY BE MADEWITHOUT REGISTRATION UNDER THE 1933 ACT OR THE SECURITIES LAWS OF ANYAPPLICABLE STATE; OR (B) SUCH REGISTRATION.

 

**WARRANT**

** **

**To Purchase Shares of Common Stock of MedicalCV,Inc.**

** **

**August 7, 2002**

 

This certifies that, for valuable consideration, thereceipt and sufficiency of which is hereby acknowledged, **Segmed, Inc.**, a Minnesota corporation, isentitled to subscribe for and purchase from the Company at any time commencingon the date hereof and continuing until August 7, 2009 (the “ExpirationDate”) up to a number of shares of the Company’s common stock as describedherein, and at the Purchase Price set forth herein, subject to adjustment ashereinafter set forth.

 

1.                                       Definitions. For the purposes of this Warrant, thefollowing terms shall have the following meanings:

 

“*Commission*” shall mean theSecurities and Exchange Commission, or any other federal agency thenadministering the Securities Act.

 

“*Company*” shall includeMedicalCV, Inc., a Minnesota corporation, and any corporation which shallsucceed to, or assume, the obligations of said corporation hereunder.

 

“C*ommon Stock*” shall mean theshares of common stock of the Company, $0.01 par value.

 

“*Fair Market Value*” with respect to a share of Common Stockas of a particular date (the “Determination Date”) shall mean (i) if the CommonStock is traded on an exchange or is quoted on the Nasdaq National Market orthe Nasdaq SmallCap Market, then the average closing or last sale prices,respectively, reported for the ten (10) business days immediately preceding theDetermination Date, (ii) if the Common Stock is not traded on an exchange orquoted on the Nasdaq National Market or the Nasdaq SmallCap Market, then theaverage closing bid and asked prices reported by the OTC Bulletin Board for theten (10) business days immediately preceding the Determination Date, or (iii)if the Common Stock is not traded on an exchange or quoted on the NasdaqNational Market or the Nasdaq SmallCap Market or reported on the OTC BulletinBoard, then as determined in good faith by the Board of Directors of theCompany.

 

“*Purchase Price*” shall mean$2.95 per share of Common Stock, subject to adjustment as hereinafter provided.

 

----

 

“*Securities Act*” shall meanthe Securities Act of 1933, as amended, and the rules and regulations of theCommission thereunder, as in effect at the time.

 

“*Subscription Form*” shallmean the subscription forms attached hereto.

 

“*Transfer*” shall mean anysale, assignment, pledge, or other disposition of any Warrants and/or WarrantShares, or of any interest in either thereof, which would constitute a salethereof within the meaning of Section 2(3) of the Securities Act.

 

“*Warrant Shares*” shall meanthat number of shares of Common Stock purchased or purchasable by theWarrantholder upon the exercise of the Warrants pursuant to Section 2(a)hereof.

 

“*Warrantholder*” shall includeSegmed, Inc. and the holder or holders of the Warrants or any related WarrantShares.

 

“*Warrant*” shall mean thisWarrant and all Warrants issued in exchange, transfer or replacement thereof.

 

Capitalized terms not otherwise defined in this Warrant shall have themeanings set forth  in that certainAssignment Agreement of even date herewith by and between the Company, Segmed,Inc. and William F. Northrup III, M.D. (the “Assignment Agreement”).

 

2.                                       Vesting, Exercise of Warrant, Issuance ofCertificate, and Payment for Warrant Shares.

 

(a)                                  This Warrant shall be exercisable and vest asfollows:

 

(i)                                     to the extent of 25,000 shares immediately;

 

(ii)                                  to the extent of an additional 25,000 sharesupon the Company receiving the CE Mark for the Device;

 

(iii)                               to the extent of an additional 25,000 sharesupon the Company receiving FDA 510(k) clearance for the Device; and

 

(iv)                              to the extent of the remaining 25,000 sharesupon the first commercial sale of the Device by the Company to a partyunrelated to the Company or the ASSIGNORS.

 

(b)                                 This Warrant shall be considered cancelled tothe extent of unvested Warrant Shares as of the date of any termination of theAssignment Agreement by the Company pursuant to Section 5.1 of theAssignment Agreement.

 

(c)                                  Subject to the provisions of Sections 2(a)and 2(b) above, the rights represented by this Warrant may be exercised inwhole or in part (but not as to any fractional share of Common Stock) at anytime after the date hereof and prior to the Expiration Date, by theWarrantholder, by:

 

(i)                                     delivery to the Company of a completedSubscription Form;

 

----

 

(ii)                                  surrender to the Company of this Warrantproperly endorsed; and

 

(iii)                               delivery to the Company of a certified orcashier’s check made payable to the Company in an amount equal to the aggregatePurchase Price of the shares of Common Stock being purchased, at its principaloffice in Minnesota (or such other office or agency of the Company as theCompany may designate by notice in writing to the Warrantholder).

 

The Company agrees and acknowledges that theshares of Common Stock so purchased shall be deemed to be issued to the holderhereof as the record owner of such shares as of the close of business on thedate on which this Warrant, properly endorsed, and the Subscription Form shallhave been surrendered and payment made for such shares as aforesaid.  Upon receipt thereof, the Company shall, aspromptly as practicable, and in any event within fifteen (15) days thereafter,execute or cause to be executed and deliver to the Warrantholder a certificateor certificates representing the aggregate number of shares of Common Stockspecified in said Subscription Form. Each stock certificate so delivered shall be in such denomination as maybe requested by the Warrantholder and shall be registered in the name of theWarrantholder or such other name as shall be designated by theWarrantholder.  If this Warrant shall havebeen exercised only in part, the Company shall, at the time of delivery of saidstock certificate or certificates, deliver to the Warrantholder a new Warrantevidencing the rights of such holder to purchase the remaining shares of CommonStock covered by this Warrant.  TheCompany shall pay all expenses, taxes, and other charges payable in connectionwith the preparation, execution, and delivery of stock certificates pursuant tothis Section 2, except that, in case any such stock certificate or certificatesshall be registered in a name or names other than the name of theWarrantholder, funds sufficient to pay all stock transfer taxes which shall bepayable upon the execution and delivery of such stock certificate orcertificates shall be paid by the Warrantholder to the Company at the time ofdelivering this Warrant to the Company as mentioned above.

 

3.                                       Ownership of this Warrant.  TheCompany may deem and treat the registered Warrantholder as the holder and ownerhereof (notwithstanding any notations of ownership or writing made hereon byanyone other than the Company) for all purposes and shall not be affected byany notice to the contrary, until presentation of this Warrant for transfer asprovided herein and then only if such transfer meets the requirements ofSection 5.

 

4.                                       Exchange, Transfer, and Replacement. Subject to Section 5 hereof, this Warrant is exchangeable upon thesurrender hereof by the Warrantholder to the Company at its office or agencydescribed in Section 2 hereof for new Warrants of like tenor and daterepresenting in the aggregate the right to purchase the number of WarrantShares purchasable hereunder, each of such new Warrants to represent the rightto purchase such number of shares (not to exceed the aggregate total number purchasablehereunder) as shall be designated by the Warrantholder at the time of suchsurrender.  Subject to Section 5hereof, this Warrant and all rights hereunder are transferable, in whole or inpart, upon the books of the Company by the Warrantholder in person or by dulyauthorized attorney, and a new Warrant of the same tenor and date as thisWarrant, but registered in the name of the transferee, shall be executed anddelivered by the Company upon surrender of this Warrant, duly endorsed, at suchoffice or agency of the Company.  Uponreceipt by the Company of evidence reasonably satisfactory to it of the loss,theft, destruction, or mutilation of this Warrant, and, in the case of loss,theft, or destruction, of indemnity or security reasonably satisfactory to it,and upon surrender and cancellation of this Warrant, if mutilated, the

 

----

 

Company will make anddeliver a new Warrant of like tenor, in lieu of this Warrant.  This Warrant shall be promptly canceled bythe Company upon the surrender hereof in connection with any exchange,transfer, or replacement.  The Companyshall pay all expenses, taxes (other than stock transfer taxes), and othercharges payable in connection with the preparation, execution, and delivery ofWarrants pursuant to this Section 4.

 

5.                                       Restrictions on Transfer. Notwithstanding any provisions contained in this Warrant to thecontrary, neither this Warrant nor the Warrant Shares shall be transferableexcept upon the conditions specified in this Section 5, which conditionsare intended, among other things, to ensure compliance with the provisions ofthe Securities Act in respect of the transfer of this Warrant or such WarrantShares.  The Warrantholder agrees thathe will not transfer this Warrant or the related Warrant Shares:

 

(a)                                  prior to delivery to the Company of anopinion of counsel selected by the Warrantholder and reasonably satisfactory tothe Company, stating that such transfer is exempt from registration under theSecurities Act and applicable state securities laws, rules and regulations; or

 

(b)                                 until registration of such Warrants and/orWarrant Shares under the Securities Act and applicable state securities lawshas become effective and continues to be effective at the time of suchtransfer.

 

An appropriate legend may be endorsed on the Warrants and thecertificates of the Warrant Shares evidencing these restrictions.

 

6.                                       Antidilution Provisions.  Therights granted hereunder are subject to the following:

 

(a)                                  Stock Splits and Reverse Splits.  Incase at any time the Company shall subdivide its outstanding shares of CommonStock into a greater number of shares, the Purchase Price in effect immediatelyprior to such subdivision shall be proportionately reduced and the number ofWarrant Shares purchasable pursuant to this Warrant immediately prior to suchsubdivision shall be proportionately increased, and conversely, in case at anytime the Company shall combine its outstanding shares of Common Stock into asmaller number of shares, the Purchase Price in effect immediately prior tosuch combination shall be proportionately increased and the number of WarrantShares purchasable upon the exercise of this Warrant immediately prior to suchcombination shall be proportionately reduced.

 

(b)                                 Reorganization, Reclassification, Consolidation,Merger, or Sale.  If any capital reorganization orreclassification or merger of the Company with another corporation, or the saleof all or substantially all of its assets to another corporation, shall beeffected in such a way that holders of shares of Common Stock shall be entitledto receive Common Stock, other securities or assets with respect to or inexchange for shares of Common Stock, then, as a condition of suchreorganization, reclassification, consolidation, merger or sale, lawful and adequateprovision shall be made whereby the Warrantholder shall thereafter have theright to purchase and receive upon the basis and upon the terms and conditionsspecified in the Warrants and in lieu of the shares of Common Stock of theCompany immediately theretofore purchasable and receivable upon the exercise ofthe Warrants such shares of Common Stock, other securities or assets as may beissued or payable with respect to or in exchange for a number of

 

----

 

outstandingshares of Common Stock equal to the number of shares of Common Stockimmediately theretofore purchasable and receivable upon the exercise of theWarrants had such reorganization, reclassification, consolidation, merger orsale not taken place, and in any such case appropriate provision shall be madewith respect to the rights and interests of the Warrantholder so that theprovisions of the Warrants (including, without limitation, provisions foradjustment of the Purchase Price and the number of shares purchasable upon theexercise of the Warrants) shall thereafter be applicable, as nearly as may be,in relation to any shares of Common Stock, other securities or assetsthereafter deliverable upon the exercise of the Warrants.

 

7.                                       Special Agreements of the Company.

 

(a)                                  Will Reserve Shares.  TheCompany will reserve and set apart and have at all times the number of sharesof authorized but unissued Common Stock deliverable upon the exercise of theWarrants, and it will have at all times any other rights or privileges providedfor herein sufficient to enable it at any time to fulfill all of itsobligations hereunder.

 

(b)                                 Will Avoid Certain Actions.  TheCompany will not, by amendment of its Articles of Incorporation or through anyreorganization, transfer of assets, consolidation, merger, issue or sale ofsecurities or otherwise, avoid or take any action which would have the effectof avoiding or delaying the observance or performance hereunder by the Company,but will at all times in good faith assist in carrying out of all theprovisions of the Warrants and in taking all such actions as may be necessaryor appropriate in order to protect the rights of the Warrantholder againstdilution or other impairment.

 

8.                                       Provisions for Registration. Despite anything in this Warrant to the contrary, the Warrantholdershall have the following rights regarding registration of Warrant Shares whichmay be hereafter acquired upon exercise of this Warrant.  The following rights shall not apply in theevent of an underwritten initial public offering of the Company’s securities orin the event of registrations on Form S-8 or Form S-4 or any successor formsthereto.

 

(a)                                  Registration on Form S-3.  At anytime prior to the expiration of this Warrant, and provided that a registrationstatement on Form S-3 (or any successor form thereto) is then available to theCompany (the “Registration Statement”), and on a one-time basis only, uponrequest by the Warrantholder or Warrantholders of a majority in interest of anysecurities originally issuable under this Warrant or any other Warrants issuedpursuant to Section 2 hereof, the Company will promptly take all necessarysteps to register or qualify for sale, under the 1933 Act all of the WarrantShares issued and to be issued upon exercise of the Warrants.  In addition, upon the receipt of suchrequest, the Company shall promptly give written notice to all other recordWarrantholders that such registration is to be effected.  The Company shall be obligated to prepare,file and cause to become effective only one Registration Statement pursuant tothis Section 8(a) and to pay the costs and expenses associated with suchRegistration Statement to the extent provided in Section 8(c).  Unless the registration shall be pursuant toSEC Form S-3, the Company shall keep effective and maintain any registration,qualification, notification, or approval specified in this Section 8(a)for a period of ninety (90) days.

 

(b)                                 Registration Procedures. When the Company effects the registration of any Warrant Shares underthe Securities Act pursuant to Section 8(a), the Company will:

 

----

 

(i)                                     furnish to the security holders participatingin such registration and to the underwriters of the Warrant Shares beingregistered such reasonable number of copies of the Registration Statement,preliminary prospectus, final prospectus and such other documents as suchsecurity holders and underwriters may reasonably request in order to facilitatethe public offering of such Warrant Shares;

 

(ii)                                  use its best efforts to register or qualifythe Warrant Shares covered by such Registration Statement under the securitiesor blue sky laws of one jurisdiction as the Warrantholder may reasonablyrequest within ten (10) days following the original filing of such RegistrationStatement, except that the Company shall not for any purpose be required toexecute a general consent to service of process or to qualify to do business asa foreign corporation in any jurisdiction wherein it is not so qualified,provided, that a consent to service of process on Form U-2 or similar successorform shall not be considered to be a general consent to service of process forsuch purpose;

 

(iii)                               notify the security holders participating insuch registration, promptly after it shall receive notice thereof, of the timewhen such Registration Statement has become effective or a supplement to anyprospectus forming a part of such Registration Statement has been filed;

 

(iv)                              notify such holders promptly of any requestby the Commission for the amending or supplementing of such RegistrationStatement or prospectus or for additional information;

 

(v)                                 prepare and file with the Commission,promptly upon the request of any such holders, any amendments or supplements tosuch Registration Statement or prospectus which, in the opinion of counsel forthe Company, is required under the Securities Act or the rules and regulationsthereunder in connection with the distribution of the Warrant Shares by suchholder;

 

(vi)                              prepare and promptly file with the Commissionand promptly notify such holders of the filing of such amendment or supplementto such Registration Statement or prospectus as may be necessary to correct anystatements or omissions if, at the time when a prospectus relating to suchsecurities is required to be delivered under the Securities Act, any eventshall have occurred as the result of which any such prospectus or any otherprospectus as then in effect would include an untrue statement of a materialfact or omit to state any material fact necessary to make the statementstherein, in the light of the circumstances in which they were made, notmisleading;

 

(vii)                           advise such holders, promptly after it shallreceive notice or obtain knowledge thereof, of the issuance of any stop orderby the Commission suspending the effectiveness of such Registration Statementor the initiation or threatening of any proceeding for that purpose andpromptly use its best efforts to prevent the issuance of any stop order or toobtain its withdrawal if such stop order should be issued; and

 

----

 

(viii)                        not file any amendment or supplement to suchRegistration Statement or prospectus to which a majority in interest of suchholders shall have reasonably objected on the grounds that such amendment orsupplement does not comply in all material respects with the requirements of theSecurities Act or the rules and regulations thereunder, after having beenfurnished with a copy thereof at least five (5) business days prior to thefiling thereof, unless in the opinion of counsel for the Company the filing ofsuch amendment or supplement is reasonably necessary to protect the Companyfrom any liabilities under any applicable federal or state law and such filingwill not violate applicable law.

 

(c)                                  Expenses.  With respect to eachRegistration Statement pursuant to Section 8(a), the Company shall bearthe following fees, costs and expenses, subject to the terms ofSection 8(b)(ii): all registration, filing and NASD fees, printingexpenses, fees and disbursements of counsel and accountants for the Company,fees and disbursements of counsel for the underwriter or underwriters of suchsecurities (if the Company and/or selling security holders are required to bearsuch fees and disbursements), all internal Company expenses, the premiums andother costs of policies of insurance against liability arising out of thepublic offering, and all legal fees and disbursements and other expenses ofcomplying with state securities or blue sky laws of any jurisdictions in whichthe securities to be offered are to be registered or qualified.  Fees and disbursements of counsel andaccountants for the selling security holders, underwriting discounts andcommissions and transfer taxes for selling security holders and any otherexpenses incurred by the selling security holders not expressly included aboveshall be borne by the selling security holders.

 

(d)                                 Copies of Prospectus; Amendments ofProspectus.  The Company will furnish the Warrantholderwith a reasonable number of copies of any prospectus or offering circular andone copy of the Registration Statement included in such filings and will amendor supplement the same as required following the effective date of theRegistration Statement.

 

(e)                                  Conditions of the Company’s Obligations.  Itshall be a condition of the Company’s obligation to register the Warrant Shareshereunder that the Warrantholder agrees to cooperate with the Company in thepreparation and filing of any such Registration Statement, or in its efforts toestablish that the proposed sale is exempt under the Securities Act, as to anyproposed distribution.  It shall also bea condition of the Company’s obligations under this Agreement that, in the caseof the filing of any Registration Statement, and to the extent permissibleunder the Securities Act, and controlling precedent thereunder, the Company andthe Warrantholder provide cross-indemnification agreements to each other incustomary scope covering the accuracy and completeness of the informationfurnished by each.  The Company shallnot be obligated to register any Warrant Shares which are eligible for saleunder SEC Rule 144 under the Securities Act, or any successor or similar ruleunder the Securities Act which permits the exempt sale of the Warrant Shares.

 

9.                                       Market Hold-Back Provisions.  TheWarrantholder understands that the Company at a future date may file aregistration or offering statement (the “Registration Statement”) with theCommission to facilitate a public offering of its securities.  The Warrantholder agrees, for the benefit ofthe Company, that should such a public offering be made and should the managingunderwriter of such offering require, the Warrantholder will not,

 

----

 

without the prior writtenconsent on the Company and such underwriter, during the “Lock Up Period,” asdefined herein:

 

(a)                                  sell, transfer or otherwise dispose of, oragree to sell, transfer or otherwise dispose of any of the Shares beneficiallyheld by the Warrantholder during the Lock Up Period;

 

(b)                                 sell, transfer or otherwise dispose of, oragree to sell, transfer or otherwise dispose of any options, rights or warrantsto purchase any of the Shares beneficially held by the Warrantholder during theLock Up Period; or

 

(c)                                  sell or grant, or agree to sell or grant,options, rights or warrants with respect to any of the Shares.

 

The foregoing does not prohibit gifts to donees or transfers by will orthe laws of descent or distribution to heirs or beneficiaries provided thatsuch donees, heirs and beneficiaries shall be bound by the restrictions setforth herein.  The term “Lock Up Period”shall  mean the lesser of (x) 180 daysor (y) the period during which Company officers and directors are restricted bythe managing underwriter in connection with such public offering from effectingany sales or transfers of the Company’s Common Stock.  The Lock Up Period shall commence on the effective date of theRegistration Statement.

 

10.                                 Notices.  Any notice or other documentrequired or permitted to be given or delivered to the Warrantholder shall bedelivered or sent by first class mail to the Warrantholder at the last addressshown on the books of the Company maintained for the registry and transfer ofWarrants or to such other address as to which the Warrantholder shall notifythe Company.  Any notice or otherdocument required or permitted to be given or delivered to the Company shall bedelivered or sent by certified or registered mail to the principal office ofthe Company.

 

11.                                 No Rights as Shareholders; Limitation ofLiability.  This Warrant shall not entitle any holderhereof to any of the rights of a shareholder of the Company.  No provisions hereof, in the absence ofaffirmative action by the holder hereof to purchase shares of Common Stock, andno mere enumeration herein of the rights or privileges of the holder hereof,shall give rise to any liability of such holder for the Purchase Price or as ashareholder of the Company whether such liability is asserted by the Company orby creditors of the Company.

 

12.                                 Governing Law. This Warrant shall be governed by, and construed and enforced inaccordance with, the laws of the State of Minnesota, without regard to itsconflicts of laws principles.

 

13.                                 Miscellaneous.  Theprovisions of this Warrant will be binding upon the Warrantholder and theCompany and their respective heirs, successors and assigns.  This Warrant and any provision hereof may bechanged, waived, discharged, or terminated only by an instrument in writingsigned by the party (or any predecessor in interest thereof) against whichenforcement of the same is sought.  Theheadings in this Warrant are for purposes of reference only and shall notaffect the meaning or construction of any of the provisions hereof.

 

14.                                 Additional Right to Convert Warrant.  TheWarrantholder shall have the right to require the Company to convert thisWarrant (“Conversion Right”) at any time prior to its expiration into shares ofCommon Stock as provided for in this Section 14.  Upon exercise of the Conversion Right, the Company will deliverto the Warrantholder (without payment by the

 

----

 

Warrantholder of anyPurchase Price) that number of shares of Common Stock equal to the quotientobtained by dividing (i) the value of the Warrant at the time the ConversionRight is exercised (determined by subtracting the aggregate Purchase Price forthe Warrant Shares in effect immediately prior to the exercise of theConversion Right from the aggregate Fair Market Value for the Warrant Sharesimmediately prior to the exercise of the Conversion Right) by (ii) the FairMarket Value of one share of Common Stock immediately prior to the exercise ofthe Conversion Right.  The ConversionRight may be exercised by the Warrantholder on any business day by delivering awritten notice in the form attached hereto to the Company at the offices of theCompany exercising the Conversion Right and specifying (a) the total number ofshares of Common Stock the Warrantholder will purchase pursuant to suchconversion and (b) a place and date not less than three nor more than tenbusiness days from the date of such notice for the closing of such purchase.  At any such closing, (x) the Warrantholderwill surrender the Warrant, (y) the Company will deliver to the Warrantholder acertificate or certificates for the number of shares of Common Stock issuableupon such conversion, together with cash, in lieu of any fraction of a share,and (z) the Company will deliver to the Warrantholder a new warrantrepresenting the number of shares, if any, with respect to which this Warrantshall not have been exercised.

 

**IN WITNESSWHEREOF**, the Companyhas caused this Warrant to be signed by a duly authorized officer, on the dayand year first above written.

 
|   | **MedicalCV, Inc.**                |
|--------|------------------------------------|
|   |                               |
|   |                               |
|   | By:                                | /s/ Blair P. Mowery |   |
|   | Name:  Blair P. Mowery        |
|   | Its:  Chief Executive Officer |

 

----

 

**FULLSUBSCRIPTION FORM**

 

ToBe Executed By the Registered Warrantholder if It/

She/HeDesires to Exercise in Full the Within Warrant

 

The undersigned hereby exercises the right topurchase the                          shares of Common Stock covered by the within Warrant at the date of thissubscription and herewith makes payment of the sum of$                                                        representing the Purchase Price of$                    per share in effect at that date. Certificates for such shares shall be issued in the name of anddelivered to the undersigned, unless otherwise specified by writteninstructions, signed by the undersigned and accompanying this subscription.

 

 
| Dated: |   |       |   |
|--------|--------|------------|--------|
|   |   |       |
|   |   | Signature: |   |
|   |   |       |   |
|   |   | Address:   |   |

 

----

 

**PARTIAL SUBSCRIPTION FORM**

** **

Tobe Executed by the Registered Warrantholder if It/She/He

Desiresto Exercise in Part Only the Within Warrant

 

The undersigned hereby exercises the right topurchase                    shares of the total shares of Common Stock covered by the within Warrant at thedate of this subscription and herewith makes payment of the sum of$                        representing the Purchase Price of $                  per share in effect at this date.

 

Certificates for such shares and a new Warrant oflike tenor and date for the balance of the shares not subscribed for (if any)shall be issued in the name of and delivered to the undersigned, unlessotherwise specified by written instructions, signed by the undersigned andaccompanying this subscription.

 

(The following paragraph need be completed only if the Purchase Priceand number of shares of Common Stock specified in the within Warrant have beenadjusted pursuant to Section 6.)

 

The shares hereby subscribed for constitute                            shares of Common Stock (to the nearest whole share) resulting from adjustmentof                            shares of the total of                                     shares of Common Stock covered by the within Warrant, as said shares wereconstituted at the date of the Warrant.

 
| Dated: |   |       |   |
|--------|--------|------------|--------|
|   |   | Signature: |   |
|   |   |       |   |
|   |   | Address:   |   |

 

----

 

**CONVERSION NOTICE**

 

(to be signed upon exercise of the Warrant pursuant to Section 14)

 

The undersigned hereby irrevocably elects toexercise the conversion right provided in Section 14 of the within Warrantfor, and to acquire thereunder,                                                            shares of Common Stock.  If said numberof shares is not all the shares purchasable under the within Warrant, a newwarrant is to be issued in the name of the undersigned for the balance remainingof the shares purchasable thereunder rounded down to the next lower number ofshares.

 

The undersigned hereby requests that thecertificate of such shares be issued in the name and delivered to the addressset forth below.

 
| Dated: |   |       |   |
|--------|--------|------------|--------|
|   |   | Signature: |   |
|   |   |       |   |
|   |   | Name:      |   |
|   |   |       |   |
|   |   | Address:   |   |
|        |        |            |        |  |  |

 

----