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EX-10.1




NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS.  THE
SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY OR (II) UNLESS SOLD PURSUANT TO RULE 144
UNDER SAID ACT.


BTHC VII, INC.


WARRANT TO PURCHASE COMMON STOCK

	
Warrant No.
		 
		
      Original Issue Date: July
          27, 2007
      




BTHC VII, INC., a Delaware corporation (the “Company”), hereby certifies that, for value received, _________________ or its
permitted registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of _____________ shares of common stock, $0.001 par
value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price per share equal to $4.10 (as adjusted from time to time as provided in Section
9 herein, the “Exercise Price”), at any time and from time to time on or after the date that the Certificate of Incorporation of the Company is amended to increase
the number of authorized shares to 100,000,000 (the “Trigger Date”) and through and including 5:30 P.M., New York City time, on the five year anniversary of the
Trigger Date (the “Expiration Date”), and subject to the following terms and conditions:


This Warrant (this “Warrant”)
is one of a series of similar warrants issued pursuant to that certain Securities
Purchase Agreement, dated July 27, 2007, by and among the Company and the Purchasers
identified therein (the “Purchase Agreement”).
All such warrants are referred to herein, collectively, as  the “Warrants.” 


1. Definitions. In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings
given to such terms in the Purchase Agreement.


2.  Registration of Warrants. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the
“Warrant Register”), in the name of the record Holder (which shall include the initial Holder or, as the case may be, any registered assignee to which this Warrant is
permissibly assigned hereunder) from time to time.  The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other
purposes, absent actual notice to the contrary.












3. Registration of Transfers. Subject to the restrictions on transfer set forth in Section 4.1 of the Purchase Agreement and compliance with all
applicable securities laws, the Company shall register the transfer of all or any portion of this Warrant in the Warrant Register, upon (i) surrender of this Warrant, with the Form of Assignment attached as Schedule 2 hereto duly completed and signed, to the Company’s transfer agent or to the Company at its address specified in the Purchase Agreement and (ii) if the Registration Statement is not
effective, (x) delivery, at the request of the Company, of an opinion of counsel reasonably satisfactory to the Company to the effect that the transfer of such portion of this Warrant may be made pursuant to an available exemption from the
registration requirements of the Securities Act and all applicable state securities or blue sky laws and (y) delivery by the transferee of a written statement to the Company certifying that the transferee is an “accredited investor” as
defined in Rule 501(a) under the Securities Act and making the representations and certifications set forth in Sections 3.3(c), (d), (e), (f), (g) and (h) of the Purchase Agreement, to the Company at its address specified in the Purchase Agreement.
Upon any such registration or transfer, a new warrant to purchase Common Stock in substantially the form of this Warrant (any such new warrant, a “New Warrant”)
evidencing the portion of this Warrant so transferred shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the
New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a Holder of a Warrant.


4. Exercise and Duration of Warrants.

    (a) All or
    any part of this Warrant shall be exercisable by the registered Holder at
    any time and from time to time on or after the Trigger Date and through and
    including 5:30 P.M., New York City time, on the Expiration Date. Subject
    to Section 11 hereof, at 5:30 P.M., New York City time, on the Expiration
    Date, the portion of this Warrant not exercised prior thereto shall be and
    become void and of no value and this Warrant shall be terminated and no longer
outstanding.


     (b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the
“Exercise Notice”), appropriately completed and duly signed and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being
exercised (which may take the form of a “cashless exercise” if so indicated in the Exercise Notice and if a “cashless exercise” may occur at such time pursuant to Section 10 below), and the date such items are delivered to the
Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date.” The delivery by (or on behalf of) the Holder of the Exercise Notice and
the applicable Exercise Price as provided above shall constitute the Holder’s certification to the Company that its representations contained in Sections 3.3(c), (d), (e), (f) and (g) of the Purchase Agreement are true and correct as of
the Exercise Date as if remade in their entirety (or, in the case of any transferee Holder that is not a party to the Purchase Agreement, such transferee Holder’s certification to the Company that such representations are true and correct as to
such assignee Holder as of the Exercise Date). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice 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 Warrant Shares. 


     c) Notwithstanding any other provision contained herein to the contrary, at any time after the two year anniversary of the Original Issue Date, in the event that the Closing Sale Price of a share of Common Stock as traded
on the OTC Bulletin Board (or such other exchange or


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stock market on which the Common Stock may then be listed or quoted) equals or exceeds $6.15 (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of
the Common Stock occurring after the date hereof) for twenty (20) consecutive Trading Days commencing after the date the Registration Statement (as defined in the Registration Rights Agreement) has been declared effective, the Company, upon thirty
(30) days prior written notice (the “Notice Period”) given to the Holder within one Business Day immediately following the end of such twenty (20) Trading Day period,
may call this Warrant, in whole but not in part, at a redemption price equal to the Exercise Price per share of Common Stock then purchasable pursuant to this Warrant; provided that (i) the Company simultaneously calls all of the warrants issued
pursuant to the Purchase Agreement on the same terms and (ii) all of the shares of Common Stock issuable hereunder either (A) are registered pursuant to an effective Registration Statement (as defined in the Registration Rights Agreement) which has
not been suspended and for which no stop order is in effect, and pursuant to which the Holder is able to sell such shares of Common Stock at all times during the Notice Period or (B) no longer constitute Registrable Securities (as defined in the
Registration Rights Agreement). Notwithstanding any such notice by the Company, the Holder shall have the right to exercise this Warrant prior to the end of the Notice Period. 


 5. Delivery of Warrant Shares.


     (a) Upon exercise of this Warrant, the Company shall promptly (but in no event later than three Trading Days after the Exercise Date) issue or cause to be issued and cause to be delivered to or upon the written order of
the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the
Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to
an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, unless a
registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k)
under the Securities Act or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar
organization. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued
free of all restrictive legends, the Company shall, upon the written request of the Holder, use its best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through The Depository Trust Company or another
established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through
such a clearing corporation. 


     (b) If by the close of the third Trading Day after delivery of a properly completed Exercise Notice, the Company fails to deliver to the Holder the required number of Warrant Shares in the manner required pursuant to
Section 5(a), and if after such third Trading Day and prior to the receipt of such Warrant Shares, the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the
Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall, within three Trading Days after the Holder’s
request and in the Holder’s sole


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discretion, either (1) pay in cash to the Holder an amount equal to the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate or (2) promptly honor its obligation to deliver
to the Holder Warrant Shares and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of Warrant Shares, times (B) the closing bid price of a share of Common Stock on the date of
receipt of a properly completed Exercise Notice.


     (c) To the extent permitted by law, the Company’s obligations to issue and deliver Warrant 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 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 of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such
obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit the 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 Common Stock upon exercise of this Warrant as required pursuant to the terms hereof.


6. Charges, Taxes and Expenses. Issuance and delivery of certificates for shares of Common Stock upon exercise of this Warrant shall be made without
charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or
Warrants in a name other than that of the Holder or an Affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise
hereof.


7. Replacement of Warrant.  If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and
substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction (in such case) and, in each
case, a customary and reasonable indemnity (which shall not include a surety bond), if requested. Applicants for a New Warrant under such circumstances shall also comply with such other reasonable regulations and procedures and pay such other
reasonable third-party costs as the Company may prescribe. If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company as a condition precedent to the Company’s
obligation to issue the New Warrant.


8. Reservation of Warrant Shares. The Company covenants that, from and after the Trigger Date, it will reserve and keep available out of the aggregate
of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, no less than one hundred percent (100%) of the number of Warrant
Shares which are initially issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the Holder (taking into account the adjustments and restrictions
of Section 9). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance


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and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such action as may be necessary to
assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be
listed. 


9. Certain Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to
time as set forth in this Section 9.


     (a)  Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common Stock or
otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides its outstanding shares of Common Stock into a larger number of shares, or (iii) combines its outstanding shares of Common Stock
into a smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately before such event and the denominator of which
shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination of stockholders
entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination.


     (b) Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company
with or into another Person, in which the Company is not the survivor or is not publicly traded and the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least fifty percent (50%) of the voting securities of
the surviving entity, (ii) the Company effects any sale of all or substantially all of its assets or a majority of its Common Stock is acquired by a third party, in each case, in one or a series of related transactions, (iii) any tender offer or
exchange offer (whether by the Company or another Person) is completed pursuant to which all or substantially all of the holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, 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, cash or property (other than as a result of a subdivision
or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a “Fundamental Transaction”), then the Holder shall have the right
thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such
Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate
Consideration”).  The Company shall not effect any such Fundamental Transaction unless prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or the
corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may
be entitled to purchase and/or receive (as the case may be), and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous to a Fundamental Transaction.


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     (c) Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to paragraph (a), (d)
and (e) of this Section, the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for the increased
or decreased number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment.


    (d) Subsequent Equity Sales. 


          (i) Except as provided in subsection (d)(iii) hereof, if and whenever the Company shall issue or sell, or is, in accordance with any of subsections (d)(ii)(l) through (d)(ii)(7) hereof, deemed
to have issued or sold (excluding shares of Common Stock issued or deemed to have been issued by the Company in connection with any Excluded Securities), any shares of Common Stock for no consideration or for a consideration per share less than the
Exercise Price in effect immediately prior to the time of such issue or sale, then and in each such case (a “Trigger Issuance”) the then-existing Exercise Price shall
be reduced as of the close of business on the effective date of the Trigger Issuance, to a price determined as follows: 

	
               Adjusted
Exercise Price =   
		  (A
    x B) + D
	
      
      
	      A+C




 


                              where

                               “A” equals the number of shares of Common Stock outstanding, including Additional Shares of Common Stock (as defined below) deemed to be issued hereunder, immediately preceding such
  Trigger Issuance; 


                               “B” equals the Exercise Price in effect immediately preceding such Trigger Issuance; 


                               “C” equals the number of Additional Shares of Common Stock issued or deemed issued hereunder as a result of the Trigger Issuance; and 


                               “D” equals the aggregate consideration, if any, received or deemed to be received by the Company upon such Trigger Issuance; 


provided, however, that in no event shall the Exercise Price after giving effect to such Trigger Issuance be greater than the original Exercise Price. 


For purposes of this subsection (d), (i) “Additional Shares of Common Stock” shall mean all shares of Common Stock issued by the Company or
deemed to be issued pursuant to this subsection (d), other than Excluded Securities and (ii) “Excluded Securities” shall mean any Common Stock issued or issuable: (A)
in connection with any stock or option plan approved by the Board of Directors of the Company; (B) upon the exercise of the Warrants; (C) pursuant to a bona fide firm commitment underwritten public offering with which generates gross proceeds to the
Company in excess of $20,000,000 (other than an “at-the-market offering” as defined in Rule 415(a)(4) under the 1933 Act and “equity lines”); (D) upon conversion of any Options (as defined in subsection (d)(ii)(1)) or
Convertible Securities (as defined in subsection (d)(ii)(1)) which are outstanding on the day immediately preceding the Original Issue Date, provided that the terms of such Options or Convertible Securities are not amended, modified or changed on or
after the


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Original Issue Date; and (v) in connection with mergers, acquisitions, strategic business partnerships or joint ventures, in each case with non-affiliated third parties and otherwise on an arm’s-length basis, the
primary purpose of which, in the reasonable judgment of the Company’s Board of Directors, is not to raise additional capital. 


     (ii) For purposes of this subsection 9(d), the following subsections (d)(ii)(l) to (d)(ii)(7) shall also be applicable: 


          (1) Issuance of Rights or Options. In case at any time the Company shall in any manner grant (directly and not by
assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or security convertible into or exchangeable for Common Stock (such warrants, rights or
options being called “Options” and such convertible or exchangeable stock or securities being called “Convertible
Securities”), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon the
exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount, if any, received or receivable by the
Company as consideration for the granting of such Options, plus (y) the aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible
Securities, the aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon
the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Exercise Price in effect immediately prior to the time of the granting of such
Options, then the total number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have
been issued for such price per share as of the date of granting of such Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price. Except as otherwise
provided in subsection 9(d)(ii)(3), no adjustment of the Exercise Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon
conversion or exchange of such Convertible Securities.


          (2) Issuance of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in
a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion
or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y)
the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities)
shall be less than the Exercise Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to
have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be


7












outstanding for purposes of adjusting the Exercise Price, provided that (a) except as otherwise provided in subsection 9(d)(ii)(3), no adjustment of the Exercise Price shall be made upon the actual issuance of such Common
Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Exercise Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible
Securities for which adjustments of the Exercise Price have been made pursuant to the other provisions of subsection 9(d). 


          (3) Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the
purchase price provided for in any Option referred to in subsection 9(d)(ii)(l) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 9(d)(ii)(l) or
9(d)(ii)(2), or the rate at which Convertible Securities referred to in subsections 9(d)(ii)(l) or 9(d)(ii)(2) are convertible into or exchangeable for Common Stock shall change at any time, the Exercise Price in effect at the time of such event
shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as
the case may be, at the time initially granted, issued or sold. On the termination of any Option for which any adjustment was made pursuant to this subsection 9(d) or any right to convert or exchange Convertible Securities for which any adjustment
was made pursuant to this subsection 9(d) (including, without limitation, upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Price then in effect hereunder shall forthwith be changed to the
Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued. 


          (4) Stock Dividends. Subject to the provisions of this Section 9(d), in case the Company shall declare a dividend or
make any other distribution upon any stock of the Company (other than the Common Stock) payable in Common Stock, Options or Convertible Securities, then any Common Stock, Options or Convertible Securities, as the case may be, issuable in payment of
such dividend or distribution shall be deemed to have been issued or sold without consideration. 

          
(5) Consideration for Stock.  In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the
consideration received therefor shall be deemed to be the gross amount received by the Company therefor. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of
the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the Company. In case any Options shall be issued in connection with the
issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such
consideration as determined in good faith by the Board of Directors of the Company.

          
(6) Record Date.  In case the Company shall take a record of the holders of its Common Stock for the purpose of entitling them (i) to receive a
dividend or other distribution payable in Common Stock, Options or Convertible Securities or (ii) to subscribe for or purchase Common Stock, Options or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale
of the shares of Common Stock deemed to have been


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issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be. 


              (7) Treasury Shares.  The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of
the Company or any of its wholly-owned subsidiaries, and the disposition of any such shares (other than the cancellation or retirement thereof) shall be considered an issue or sale of Common Stock for the purpose of this subsection (d). 


      (e) Voluntary Adjustment by Company. The Company may at any time during the term of this Warrant reduce the then current Exercise Price to any amount
and for any period of time deemed appropriate by the Board of Directors of the Company. 


      (f) Calculations. All calculations under this Section 9 shall be made to the nearest cent or the nearest share, as applicable. The number of shares
of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company, and the sale or issuance of any such shares shall be considered an issue or sale of Common Stock.


      (g) Notice of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will, at the written request
of the Holder, promptly compute such adjustment, in good faith, 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
Warrant 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.


      (h) Notice of Corporate Events. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution of cash,
securities or other property in respect of its Common Stock, including, without limitation, any granting of rights or warrants to subscribe for or purchase any capital stock of the Company or any subsidiary, (ii) authorizes or approves, enters into
any agreement contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, then, except if such notice and the contents thereof
shall be deemed to constitute material non-public information, the Company shall promptly deliver to the Holder a notice describing the material terms and conditions of such transaction but in no event later than ten (10) Trading Days prior to the
applicable record or effective date on which a Person would need to hold Common Stock in order to participate in or vote with respect to such transaction to the extent such prior notice is practicable, and the Company will use commercially
reasonable efforts to ensure that the Holder is given the practical opportunity to exercise this Warrant prior to such time so as to participate in or vote with respect to such transaction; provided,
however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice.


10. Payment of Exercise Price. The Holder shall pay the Exercise Price in immediately available funds; provided,
however, that to the extent a registration statement covering the issuance of the Warrant Shares that are subject to the exercise by the Holder pursuant to the Securities Act is not available for the issuance of
such Warrant Shares, the Holder may, in its sole discretion, satisfy its obligation to pay the Exercise Price through a “cashless exercise”, in which


9












event the Company shall issue to the Holder the number of Warrant Shares determined as follows:

 

	 	 	X = Y [(A-B)/A]
	 	 	 
	  where:
	 	 
	 	 	X = the number of Warrant Shares to be issued
    to the Holder.
	 	 	 
	 	 	Y = the total number of Warrant Shares with
    respect to which this Warrant is being exercised.
	 	 	 
	 	 	A = the average of the Closing Sale Prices
        of the shares of Common Stock (as reported by Bloomberg Financial Markets)
        for the five Trading Days ending on the date immediately preceding the
    Exercise Date.
	 	 	 
	     	 	 B
          = the Exercise Price then in effect for the applicable Warrant Shares
    at the time of such exercise.



For
    purposes of this Warrant, “Closing
    Sale Price” means, for any security
    as of any date, the last trade price for such security on the  principal
    securities exchange or trading market for such security, as reported by Bloomberg
    Financial Markets, or, if such exchange or trading market begins to operate
    on an extended hours basis and does not designate the last trade price, then
    the  last trade price of such security prior to 4:00 P.M., New York City
    time, as reported by Bloomberg Financial Markets, or if the foregoing do
    not apply, the last trade price of such security in the over-the-counter
    market on the electronic bulletin  board for such security as reported by
    Bloomberg Financial Markets, or, if no last trade price is reported for such
    security by Bloomberg Financial Markets, the average of the bid prices, or
    the ask prices, respectively, of any market makers for  such security as
    reported in the “pink sheets” by Pink Sheets LLC. If the Closing
    Sale Price cannot be calculated for a security on a particular date on any
    of the foregoing bases, the Closing Sale Price of such security on such date
    shall  be the fair market value as determined in good faith by the Company.
    If the Holder disputes the fair market value of such security by written
    notice to the Company and the Company and the Holder are unable to agree
    upon the fair market value of such  securities, then the Company shall, within
    two business days submit via facsimile (a) the disputed determination of
    the Exercise Price to an independent, reputable investment bank selected
    by the Company and approved by the Holder or (b) the  disputed arithmetic
    calculation of the Warrant Shares to the Company’s independent, outside
    accountant. The Company shall cause the investment bank or the accountant,
    as the case may be, to perform the determinations or calculations and notify
     the Company and the Holder of the results no later than ten business days
    from the time it receives the disputed determinations or calculations. Such
    investment bank’s or accountant’s determination or calculation,
    as the case may be, shall  be binding upon all parties absent demonstrable
    error. All such determinations shall be appropriately adjusted for any stock
    dividend, stock split, stock combination or other similar transaction during
    the applicable calculation period. The party  whose determination of fair
    market value is further from the fair market value, as determined by the
    investment bank or the accountant, shall pay the fees of such investment
    bank or accountant. 


For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction shall be deemed to have been acquired by the
Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the



10












Purchase Agreement (provided that the Commission continues to take the position that such treatment is proper at the time of such exercise).

	
11.      		
Limitations on Exercise.

	



     (a) Notwithstanding anything to the contrary contained
herein, the number o Warrant Shares that may be acquired by the Holder upon any
exercise of this Warrant (or otherwise in respect hereof) shall be limited to
the extent necessary to ensure that, following such exercise (or other issuance),
the  total number of shares of Common Stock then beneficially owned by the Holder
and its Affiliates and any other Persons whose beneficial ownership of Common
Stock would be aggregated with the Holder’s for purposes of Section 13(d)
of the Exchange  Act, does not exceed 4.999% of the total number of issued and
outstanding shares of Common Stock (including for such purpose the shares of
Common Stock issuable upon such exercise). For such purposes, beneficial ownership
shall be determined in  accordance with Section 13(d) of the Exchange Act and
the rules and regulations promulgated thereunder. Each delivery of an Exercise
Notice by the Holder will constitute a representation by the Holder that it has
evaluated the limitation set forth  in this Section and determined that issuance
of the full number of Warrant Shares requested in such Exercise Notice is permitted
under this Section. The Company’s obligation to issue shares of Common Stock
in excess of the limitation referred  to in this Section shall be suspended (and,
except as provided below, shall not terminate or expire notwithstanding any contrary
provisions hereof) until such time, if any, as such shares of Common Stock may
be issued in compliance with such  limitation; provided, that, if, as of 5:30
P.M., New York City time, on the Expiration Date, the Company has not received
written notice that the shares of Common Stock may be issued in compliance with
such limitation, the Company’s obligation
to issue such shares shall terminate. This provision shall not restrict the number
of shares of Common Stock which a Holder may receive or beneficially own in order
to determine the amount of securities or other consideration that such Holder
may  receive in the event of a Fundamental Transaction as contemplated in Section
9 of this Warrant. By written notice to the Company, the Holder may waive the
provisions of this Section but any such waiver will not be effective until the
 61st day
 after such notice is delivered to the Company, nor will any such waiver effect
 any other Holder.


     (b) Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof)
shall be limited to the extent necessary to ensure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial
ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the
shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of an Exercise
Notice hereunder will constitute a representation by the Holder that it has evaluated the limitation set forth in this Section and determined that issuance of the full number of Warrant Shares requested in such Exercise Notice is permitted under
this Section.  The Company’s obligation to issue shares of Common Stock in excess of the limitation referred to in this Section shall be suspended (and, except as provided below, shall not terminate or expire notwithstanding any contrary
provisions hereof) until such time, if any, as such shares of Common Stock may be issued in compliance with such limitation; provided, that, if, as of 5:30 P.M., New York City
time, on the Expiration Date, the Company has not received written notice that the shares of Common Stock may be issued in compliance with such limitation, the

11











Company’s obligation to issue such shares shall terminate. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of
securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Warrant. The restriction in this Section 11(b) shall not be waived. 


12. No Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant.  In lieu of any fractional
shares which would, otherwise be issuable, subject to Section 11, the number of Warrant Shares to be issued shall be rounded down to the next whole number and the Company shall pay the Holder in cash the fair market value (based on the Closing Sale
Price) for any such fractional shares.


13. Notices. Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall be in
writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in the Purchase Agreement prior to 5:30 P.M., New York City
time, on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in the Purchase Agreement on a day that is not a Trading Day or later than
5:30 P.M., New York City time, on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight courier service specifying next business day delivery, or (iv) upon actual receipt by the party to
whom such notice is required to be given, if by hand delivery. The address and facsimile number of a party for such notices or communications shall be as set forth in the Purchase Agreement unless changed by such party by two Trading Days’
prior notice to the other party in accordance with this Section 13.


14. Warrant Agent. The Company shall serve as warrant agent under this Warrant. Upon thirty (30) days’ notice to the Holder, the Company may
appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which
the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly
cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register.


15. Miscellaneous.


     (a) No Rights as a Shareholder. The Holder, solely in such Person’s capacity as a holder of
this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such
Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock,
consolidation, merger, amalgamation, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to
receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of
the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 15(a), the Company shall provide the


12












Holder with copies of the same notices and other information given to the shareholders of the Company, contemporaneously with the giving thereof to the shareholders. 


     (b) Successors and Assigns. Subject to the restrictions on transfer set forth in this Warrant
and in Section 4.1 of the Purchase Agreement, and compliance with applicable securities laws, this Warrant may be assigned by the Holder. This Warrant may not be assigned by the Company except to a successor in the event of a Fundamental
Transaction. This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than
the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed by the Company and the Holder, or their successors and assigns.


     (c) Governing Law; Jurisdiction. All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be determined in accordance with the provisions of the Purchase Agreement.

     (d) Headings.
    The headings herein are for convenience only, do not constitute a part of
    this Warrant and shall not be deemed to limit or affect any  of the provisions
    hereof.

     
 (e) Severability. In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby, and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially
reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Warrant.


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,

SIGNATURE PAGE FOLLOWS]


13












IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.

	 	
BTHC VII, INC.
	
	 	 

	
	 	 

	
	 	
By:
		 
	 	
Name:
	
	 	Title: 
	 	 















SCHEDULE 1 

FORM OF EXERCISE NOTICE


(To be executed by the Holder to purchase shares of Common Stock under the foregoing Warrant) 


Ladies and Gentlemen:


(1) The undersigned is the Holder of Warrant No. __________ (the “Warrant”) issued by BTHC VII, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise
defined herein have the respective meanings set forth in the Warrant.

(2) The undersigned hereby exercises
    its right to purchase Warrant Shares pursuant
to the Warrant pursuant to the Warrant.

(3) The Holder intends that payment
of the Exercise Price shall be made as (check one):

	 

		 

		 
		
                            o       Cash Exercise
	
	 	 	 	 
	 

		 

		 
		
                            o        “Cashless Exercise” under Section 10
	



(4) If the Holder has elected a Cash Exercise, the Holder shall pay the sum of $_______ in immediately available funds to the Company in accordance with the terms of the Warrant. 


(5) Pursuant to this Exercise Notice, the Company shall deliver to the Holder _____________ Warrant Shares in accordance with the terms of the Warrant. 


(6) By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder will not beneficially own in excess of the number of
shares of Common Stock (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934) permitted to be owned under Section 11 of the Warrant to which this notice relates.


Dated:_______________, _____


Name of Holder: ___________________________ 


By:__________________________________ 



Name: _______________________________  



Title: _______________________________ 

(Signature must conform in all respects to name of Holder as specified on the face of the Warrant) 











SCHEDULE 2 


BTHC VII, INC. 


FORM OF ASSIGNMENT


[To be completed and signed only upon transfer of Warrant]


FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto __________________ (the “Transferee”) the right
represented by the within Warrant to purchase _________ shares of Common Stock
of BTHC VII, Inc. (the
“Company”) to which the within Warrant relates and appoints  ___________________________
attorney to transfer said right on the books of the Company with full power of
substitution in the premises. In connection therewith, the undersigned represents,
warrants, covenants and agrees to and with the Company that: 

	
(a)      		
the offer and sale of the Warrant contemplated hereby is being made in compliance with Section 4(1) of the United States Securities Act of 1933, as amended (the “Securities Act”) or another valid
exemption from the registration requirements of Section 5 of the Securities Act and in compliance with all applicable securities laws of the states of the United States;

	
	 
	
(b)      		
the undersigned has not offered to sell the Warrant by any form of general solicitation or general advertising, including, but not limited to, any advertisement, article, notice or other communication
published in any newspaper, magazine or similar media or broadcast over television or radio, and any seminar or meeting whose attendees have been invited by any general solicitation or general advertising; and

	
	 
	
(c)      		
the undersigned understands that the Company may condition the transfer of the Warrant contemplated hereby upon the delivery to the Company by the undersigned or the Transferee, as the case may be, of a
written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under
applicable securities laws of the states of the United States.

	
	 



Dated: ____________ ,___  

	 	 
	 	
(Signature must conform in all respects to name of
	
	 	
holder as specified on the face of the Warrant)
	
	 	 

	
	 	 
	 	Address of Transferee

	
	 	 
	 	 
	 	 
	 	 
	In the presence of: