Exhibit 4.3


 


THIS
WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND
THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO AEGIS ASSESSMENTS INC. THAT SUCH REGISTRATION IS NOT REQUIRED.


 


	
   

  	
  Right to Purchase                     
  shares of Common Stock of Aegis Assessments Inc. (subject to adjustment as
  provided herein)

  



 


FORM OF CLASS B COMMON
STOCK PURCHASE WARRANT


 


	
  No. 2006-B-001

  	
   

  	
  Issue Date: February   
  , 2006

  



 


AEGIS
ASSESSMENTS INC., a corporation organized under the laws of the State of
Delaware (the “Company”), hereby certifies that, for value received,                                                   
or its assigns (the “Holder”), is entitled, subject to the terms set forth
below, to purchase from the Company at any time commencing on or after the
Issue Date until 5:00 p.m., E.S.T on the third (3rd)
anniversary of such date (the “Expiration Date”),                           
fully paid and nonassessable shares of Common Stock at a per share purchase
price of $0.60.  The aforedescribed
purchase price per share, as adjusted from time to time as herein provided, is
referred to herein as the “Purchase Price.” 
The number and character of such shares of Common Stock and the Purchase
Price are subject to adjustment as provided herein.  The Company may reduce the Purchase Price
without the consent of the Holder. 
Capitalized terms used and not otherwise defined herein shall have the
meanings set forth in that certain Subscription Agreement (the “Subscription Agreement”), dated February 16,
2006, entered into by the Company and Holders of the Warrants.


 


As
used herein the following terms, unless the context otherwise requires, have
the following respective meanings:


 


(a)           The term “Company” shall include
Aegis Assessments Inc. and any corporation which shall succeed or assume the
obligations of Aegis Assessments Inc. hereunder.


 


(b)           The term “Common Stock” includes (a) the
Company’s Common Stock, $0.001 par value per share, as authorized on the date
of the Subscription Agreement, and (b) any other securities into which or
for which any of the securities described in (a) may be converted or
exchanged pursuant to a plan of recapitalization, reorganization, merger, sale
of assets or otherwise.


 


(c)           The term “Other Securities” refers to
any stock (other than Common Stock) and other securities of the Company or any
other person (corporate or otherwise) which the holder of the Warrant at any
time shall be entitled to receive, or shall have received, on the exercise of
the Warrant, in lieu of or in addition to Common Stock, or which at any time
shall be issuable or shall have been issued in exchange for or in replacement
of Common Stock or Other Securities pursuant to Section 5 or otherwise.


 


(d)           The term “Warrant Shares” shall mean
the Common Stock issuable upon exercise of this Warrant.


 

















 


1.             Exercise of Warrant.


 


1.1.          Number of Shares Issuable upon
Exercise.  From and after the Issue
Date through and including the Expiration Date, the Holder hereof shall be
entitled to receive, upon exercise of this Warrant in whole in accordance with
the terms of subsection 1.2 or upon exercise of this Warrant in part in
accordance with subsection 1.3, shares of Common Stock of the Company,
subject to adjustment pursuant to Section 4.


 


1.2.          Full Exercise.  This Warrant may be exercised in full by the
Holder hereof by delivery of an original or facsimile copy of the form of
subscription attached as Exhibit A hereto (the “Subscription Form”) duly
executed by such Holder and surrender of the original Warrant within four (4) days
of exercise, to the Company at its principal office or at the office of its
Warrant Agent (as provided hereinafter), accompanied by payment, in cash, wire
transfer or by certified or official bank check payable to the order of the
Company, in the amount obtained by multiplying the number of shares of Common
Stock for which this Warrant is then exercisable by the Purchase Price then in
effect.


 


1.3.          Partial Exercise.  This Warrant may be exercised in part (but
not for a fractional share) by surrender of this Warrant in the manner and at
the place provided in subsection 1.2 except that the amount payable by the
Holder on such partial exercise shall be the amount obtained by multiplying (a) the
number of whole shares of Common Stock designated by the Holder in the
Subscription Form by (b) the Purchase Price then in effect.  On any such partial exercise, the Company, at
its expense, will forthwith issue and deliver to or upon the order of the
Holder hereof a new Warrant of like tenor, in the name of the Holder hereof or
as such Holder (upon payment by such Holder of any applicable transfer taxes)
may request, the whole number of shares of Common Stock for which such Warrant
may still be exercised.


 


1.4.          Fair Market Value. Fair Market
Value of a share of Common Stock as of a particular date (the “Determination
Date”) shall mean:


 


(a)           If the Company’s Common Stock is
traded on an exchange or is quoted on the National Association of Securities
Dealers, Inc. Automated Quotation (“NASDAQ”), National Market System, the
NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or
last sale price, respectively, reported for the last business day immediately
preceding the Determination Date;


 


(b)           If the Company’s Common Stock is not
traded on an exchange or on the NASDAQ National Market System, the NASDAQ
SmallCap Market or the American Stock Exchange, Inc., but is traded in the
over-the-counter market, then the average of the closing bid and ask prices
reported for the last business day immediately preceding the Determination
Date;


 


(c)           Except as provided in clause (d) below,
if the Company’s Common Stock is not publicly traded, then as the Holder and
the Company agree, or in the absence of such an agreement, by arbitration in
accordance with the rules then standing of the American Arbitration
Association, before a single arbitrator to be chosen from a panel of persons
qualified by education and training to pass on the matter to be decided; or


 


(d)           If the Determination Date is the date
of a liquidation, dissolution or winding up, or any event deemed to be a
liquidation, dissolution or winding up pursuant to the Company’s charter, then
all amounts to be payable per share to holders of the Common Stock pursuant to
the charter in the event of such liquidation, dissolution or winding up, plus
all other amounts to be payable per share in respect of the Common Stock in
liquidation under the charter, assuming for the purposes of this clause (d) that
all of the shares of Common Stock then issuable upon exercise of all of the
Warrants are outstanding at the Determination Date.


 

















 


1.5.          Company Acknowledgment. The
Company will, at the time of the exercise of the Warrant, upon the request of
the Holder hereof acknowledge in writing its continuing obligation to afford to
such Holder any rights to which such Holder shall continue to be entitled after
such exercise in accordance with the provisions of this Warrant. If the Holder
shall fail to make any such request, such failure shall not affect the continuing
obligation of the Company to afford to such Holder any such rights.


 


1.6.          Trustee for Warrant Holders. In
the event that a qualified bank or trust company shall have been appointed as
trustee for the Holder of the Warrants pursuant to Subsection 3.2, such
bank or trust company shall have all the powers and duties of a warrant agent
(as hereinafter described) and shall accept, in its own name for the account of
the Company or such successor person as may be entitled thereto, all amounts
otherwise payable to the Company or such successor, as the case may be, on
exercise of this Warrant pursuant to this Section 1.


 


1.7.          Delivery of Stock
Certificates, etc. on Exercise. The Company agrees that the shares of
Common Stock purchased upon exercise of this Warrant shall be deemed to be
issued to the Holder hereof as the record owner of such shares as of the close
of business on the date on which this Warrant shall have been surrendered and
payment made for such shares as aforesaid. As soon as practicable after the
exercise of this Warrant in full or in part, and in any event within four (4) business
days thereafter, the Company at its expense (including the payment by it of any
applicable issue taxes) will cause to be issued in the name of and delivered to
the Holder hereof, or as such Holder (upon payment by such Holder of any
applicable transfer taxes) may direct in compliance with applicable securities
laws, a certificate or certificates for the number of duly and validly issued,
fully paid and nonassessable shares of Common Stock (or Other Securities) to
which such Holder shall be entitled on such exercise, plus, in lieu of any
fractional share to which such Holder would otherwise be entitled, cash equal
to such fraction multiplied by the then Fair Market Value of one full share of
Common Stock, together with any other stock or other securities and property
(including cash, where applicable) to which such Holder is entitled upon such
exercise pursuant to Section 1 or otherwise.


 


2.             Cashless Exercise.


 


(a)           Except as described below, if a
Registration Statement (as defined in the Subscription Agreement) (“Registration
Statement”) is effective and the Holder may sell its shares of Common Stock
upon exercise hereof pursuant to the Registration Statement, this Warrant may
be exercisable in whole or in part for cash only as set forth in Section 1
above.  If no such Registration Statement
is available during the time that such Registration Statement is required to be
effective pursuant to the terms of the Subscription Agreement, then payment
upon exercise may be made at the option of the Holder either (i) in cash,
by wire transfer or by certified or official bank check payable to the order of
the Company equal to the applicable aggregate Purchase Price, (ii) by
cashless exercise in accordance with Section 2(b) below or (iii) by
a combination of any of the foregoing methods, for the number of Common Stock
specified in such form (as such exercise number shall be adjusted to reflect
any adjustment in the total number of shares of Common Stock issuable to the
holder per the terms of this Warrant) and the holder shall thereupon be
entitled to receive the number of duly authorized, validly issued, fully-paid
and non-assessable shares of Common Stock (or Other Securities) determined as
provided herein.


 


(b)           If the Fair Market Value of one share
of Common Stock is greater than the Purchase Price (at the date of calculation
as set forth below), in lieu of exercising this Warrant for cash, the holder
may elect to receive shares equal to the value (as determined below) of this
Warrant (or the portion thereof being cancelled) by surrender of this Warrant
at the principal office of the Company together with the properly endorsed
Subscription Form in which event the Company shall issue to the holder a
number of shares of Common Stock computed using the following formula:


 


X=Y (A-B)


A


 

















 


Where    X=           the number of
shares of Common Stock to be issued to the holder


 


Y=                                 the number of
shares of Common Stock purchasable under the Warrant or, if only a portion of
the Warrant is being exercised, the portion of the Warrant being exercised (at
the date of such calculation)


 


A=                               the Fair Market
Value of one share of the Company’s Common Stock (at the date of such
calculation)


 


B=                                 Purchase Price
(as adjusted to the date of such calculation)


 


(c)           The Holder may employ the cashless
exercise feature described in Section (b) above commencing one year
after the Issue Date and only during the pendency of a Non-Registration Event
as described in Section 11 of the Subscription Agreement.  For purposes of Rule 144 promulgated
under the 1933 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 Subscription Agreement.


 


3.             Adjustment for Reorganization,
Consolidation, Merger, etc.


 


3.1.          Reorganization, Consolidation, Merger,
etc.  In case at any time or from
time to time, the Company shall (a) effect a reorganization, (b) consolidate
with or merge into any other person or (c) transfer all or substantially
all of its properties or assets to any other person under any plan or
arrangement contemplating the dissolution of the Company, then, in each such
case, as a condition to the consummation of such a transaction, proper and
adequate provision shall be made by the Company whereby the Holder of this
Warrant, on the exercise hereof as provided in Section 1, at any time
after the consummation of such reorganization, consolidation or merger or the
effective date of such dissolution, as the case may be, shall receive, in lieu
of the Common Stock (or Other Securities) issuable on such exercise prior to
such consummation or such effective date, the stock and other securities and
property (including cash) to which such Holder would have been entitled upon
such consummation or in connection with such dissolution, as the case may be, if
such Holder had so exercised this Warrant, immediately prior thereto, all
subject to further adjustment thereafter as provided in Section 4.


 


3.2.          Dissolution.  In the event of any dissolution of the
Company following the transfer of all or substantially all of its properties or
assets, the Company, prior to such dissolution, shall at its expense deliver or
cause to be delivered the stock and other securities and property (including
cash, where applicable) receivable in accordance with Section 3.1 by the
Holder of the Warrants upon their exercise after the effective date of such
dissolution pursuant to this Section 3 to a bank or trust company (a “Trustee”)
having its principal office in New York, NY, as trustee for the Holder of
the Warrants.


 


3.3.          Continuation of Terms.  Upon any reorganization, consolidation,
merger or transfer (and any dissolution following any transfer) referred to in
this Section 3, this Warrant shall continue in full force and effect and
the terms hereof shall be applicable to the Other Securities and property
receivable on the exercise of this Warrant after the consummation of such
reorganization, consolidation or merger or the effective date of dissolution
following any such transfer, as the case may be, and shall be binding upon the
issuer of any Other Securities, including, in the case of any such transfer,
the person acquiring all or substantially all of the properties or assets of
the Company, whether or not such person shall have expressly assumed the terms
of this Warrant as provided in Section 4. 
In the event this Warrant does not continue in full force and effect
after the consummation of the transaction described in this Section 3,
then only in such event will the Company’s securities and property (including


 

















 


cash, where applicable)
receivable by the Holder of the Warrants be delivered to the Trustee as
contemplated by Section 3.2.


 


3.4           Share Issuance.  Until the Expiration Date, if the Company
shall issue any Common Stock except for the Excepted Issuances (as defined in the
Subscription Agreement), prior to the complete exercise of this Warrant for a
consideration less than the Purchase Price that would be in effect at the time
of such issue, then, and thereafter successively upon each such issue, the
Purchase Price shall be reduced to such other lower purchase price.  For purposes of this adjustment, the issuance
of any security or debt instrument of the Company carrying the right to convert
such security or debt instrument into Common Stock or of any warrant, right or
option to purchase Common Stock shall result in an adjustment to the Purchase
Price upon the issuance of the above-described security, debt instrument,
warrant, right, or option if such issuance is at a price lower than the
Purchase Price in effect upon such issuance. 
The reduction of the Purchase Price described in this Section 3.4
is subject to the provisions of, and in addition to the other rights of the
Holder described in, the Subscription Agreement.


 


4.             Extraordinary Events Regarding
Common Stock.  In the event that the
Company shall (a) issue additional shares of the Common Stock as a
dividend or other distribution on outstanding Common Stock, (b) subdivide
its outstanding shares of Common Stock, or (c) combine its outstanding
shares of the Common Stock into a smaller number of shares of the Common Stock,
then, in each such event, the Purchase Price shall, simultaneously with the
happening of such event, be adjusted by multiplying the then Purchase Price by
a fraction, the numerator of which shall be the number of shares of Common
Stock outstanding immediately prior to such event and the denominator of which
shall be the number of shares of Common Stock outstanding immediately after
such event, and the product so obtained shall thereafter be the Purchase Price
then in effect. The Purchase Price, as so adjusted, shall be readjusted in the
same manner upon the happening of any successive event or events described
herein in this Section 4. The number of shares of Common Stock that the
Holder of this Warrant shall thereafter, on the exercise hereof as provided in Section 1,
be entitled to receive shall be adjusted to a number determined by multiplying
the number of shares of Common Stock that would otherwise (but for the
provisions of this Section 4) be issuable on such exercise by a fraction
of which (a) the numerator is the Purchase Price that would otherwise (but
for the provisions of this Section 4) be in effect, and (b) the
denominator is the Purchase Price in effect on the date of such exercise.


 


5.             Certificate as to Adjustments.  In each case of any adjustment or
readjustment in the shares of Common Stock (or Other Securities) issuable on
the exercise of the Warrants, the Company at its expense will promptly cause
its Chief Financial Officer or other appropriate designee to compute such
adjustment or readjustment in accordance with the terms of the Warrant and
prepare a certificate setting forth such adjustment or readjustment and showing
in detail the facts upon which such adjustment or readjustment is based,
including a statement of (a) the consideration received or receivable by
the Company for any additional shares of Common Stock (or Other Securities)
issued or sold or deemed to have been issued or sold, (b) the number of
shares of Common Stock (or Other Securities) outstanding or deemed to be
outstanding, and (c) the Purchase Price and the number of shares of Common
Stock to be received upon exercise of this Warrant, in effect immediately prior
to such adjustment or readjustment and as adjusted or readjusted as provided in
this Warrant. The Company will forthwith mail a copy of each such certificate
to the Holder of the Warrant and any Warrant Agent of the Company (appointed
pursuant to Section 11 hereof).


 


6.             Reservation of Stock, etc.
Issuable on Exercise of Warrant; Financial Statements.   The Company will at all times reserve and
keep available, solely for issuance and delivery on the exercise of the
Warrants, all shares of Common Stock (or Other Securities) from time to time
issuable on the exercise of the Warrant. 
This Warrant entitles the Holder hereof to receive copies of all
financial and other information distributed or required to be distributed to
the holders of the Company’s Common Stock.


 

















 


7.             Assignment; Exchange of Warrant.  Subject to compliance with applicable
securities laws, this Warrant, and the rights evidenced hereby, may be
transferred by any registered holder hereof (a “Transferor”). On the surrender
for exchange of this Warrant, with the Transferor’s endorsement in the form of Exhibit B
attached hereto (the “Transferor Endorsement Form”) and together with an
opinion of counsel reasonably satisfactory to the Company that the transfer of
this Warrant will be in compliance with applicable securities laws, the Company
at its expense, twice, only, but with payment by the Transferor of any
applicable transfer taxes, will issue and deliver to or on the order of the
Transferor thereof a new Warrant or Warrants of like tenor, in the name of the
Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each
a “Transferee”), calling in the aggregate on the face or faces thereof for the
number of shares of Common Stock called for on the face or faces of the Warrant
so surrendered by the Transferor.  No
such transfers shall result in a public distribution of the Warrant.


 


8.             Replacement of Warrant.  On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or destruction of this
Warrant, on delivery of an indemnity agreement or security reasonably
satisfactory in form and amount to the Company or, in the case of any such
mutilation, on surrender and cancellation of this Warrant, the Company at its
expense, twice only, will execute and deliver, in lieu thereof, a new Warrant
of like tenor.


 


9.             Registration Rights.  The Holder of this Warrant has been granted
certain registration rights by the Company. 
These registration rights are set forth in the Subscription Agreement.  The terms of the Subscription Agreement are
incorporated herein by this reference.


 


10.           Maximum Exercise.  The Holder shall not be entitled to exercise
this Warrant on an exercise date, in connection with that number of shares of
Common Stock which would be in excess of the sum of (i) the number of
shares of Common Stock beneficially owned by the Holder and its affiliates on
an exercise date, and (ii) the number of shares of Common Stock issuable
upon the exercise of this Warrant with respect to which the determination of
this limitation is being made on an exercise date, which would result in
beneficial ownership by the Holder and its affiliates of more than 4.99% of the
outstanding shares of Common Stock on such date.  For the purposes of the immediately preceding
sentence, beneficial ownership shall be determined in accordance with Section 13(d) of
the Securities Exchange Act of 1934, as amended, and Regulation 13D-G
thereunder.  Subject to the foregoing,
the Holder shall not be limited to aggregate exercises which would result in
the issuance of more than 4.99%.  The
restriction described in this paragraph may be waived, in whole or in
part, upon sixty-one (61) days prior written notice from the Holder to the
Company.  The Holder may decide whether
to convert a Note or exercise this Warrant to achieve an actual 4.99% ownership
position.


 


11.           Warrant Agent.  The Company may, by written notice to the
Holder of the Warrant, appoint an agent (a “Warrant Agent”) for the purpose of
issuing Common Stock (or Other Securities) on the exercise of this Warrant
pursuant to Section 1, exchanging this Warrant pursuant to Section 7,
and replacing this Warrant pursuant to Section 8, or any of the foregoing,
and thereafter any such issuance, exchange or replacement, as the case may be,
shall be made at such office by such Warrant Agent.


 


12.           Transfer on the Company’s Books.  Until this Warrant is transferred on the
books of the Company, the Company may treat the registered holder hereof as the
absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.


 


13.           Notices.   All notices, demands, requests, consents,
approvals, and other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein, shall be (i) personally
served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air
courier service with charges prepaid, or (iv) transmitted by hand
delivery, telegram, or facsimile, addressed as set forth below or to such other
address as such party shall have specified most recently by written
notice.  Any notice or other
communication required or permitted


 

















 


to be given hereunder shall be deemed
effective (a) upon hand delivery or delivery by facsimile, with accurate
confirmation generated by the transmitting facsimile machine, at the address or
number designated below (if delivered on a business day during normal business
hours where such notice is to be received), or the first business day following
such delivery (if delivered other than on a business day during normal business
hours where such notice is to be received) or (b) on the second business
day following the date of mailing by express courier service, fully prepaid,
addressed to such address, or upon actual receipt of such mailing, whichever
shall first occur or (c) three business days after deposited in the mail
if delivered pursuant to subsection (ii) above.  The addresses for such communications shall
be: (i) if to the Company to: Aegis Assessments Inc., 7975 N. Hayden Road,
Suite D363, Scottsdale, Arizona 85258, Attn: Eric D. Johnson, CEO,
telecopier: (480) 778-1310, with a copy by telecopier only to: Rogers &
Theobald LLP, The Camelback Esplanade, 2425 East Camelback Road, Suite 850,
Phoenix, Arizona 85016, Attn: Daniel M. Mahoney, Esq., telecopier: (602)
852-5570, and (ii) if to the Holder, to the addresses and telecopier
number set forth in the first paragraph of this Warrant, with an additional
copy by telecopier only to: Grushko & Mittman, P.C., 551 Fifth Avenue,
Suite 1601, New York, New York 10176, telecopier number: (212) 697-3575.


 


14.           Miscellaneous.  This Warrant and any term hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of such change, waiver, discharge
or termination is sought. This Warrant shall be construed and enforced in
accordance with and governed by the laws of New York.  Any dispute relating to this Warrant shall be
adjudicated in New York County in the State of New York.  The headings in this Warrant are for purposes
of reference only, and shall not limit or otherwise affect any of the terms
hereof.  The invalidity or
unenforceability of any provision hereof shall in no way affect the validity or
enforceability of any other provision.


 

















 


IN
WITNESS WHEREOF, the Company has executed this Warrant as of the date first
written above. 


 


	
   

  	
  AEGIS
  ASSESSMENTS INC. 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Witness:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 

















 


Exhibit A


FORM OF SUBSCRIPTION


(to be signed only on exercise of Warrant)


 


TO:  Aegis Assessments Inc.


 


The undersigned, pursuant to the provisions
set forth in the attached Warrant (No.        ),
hereby irrevocably elects to purchase (check applicable box):


 


o                            
shares of the Common Stock covered by such Warrant; or


 


o            the maximum number of shares of
Common Stock covered by such Warrant pursuant to the cashless exercise
procedure set forth in Section 2.


 


The undersigned herewith makes payment of the
full purchase price for such shares at the price per share provided for in such
Warrant, which is $                      .  Such payment takes the form of (check
applicable box or boxes):


 


o            $                    
in lawful money of the United States; and/or


 


o            the cancellation of the Warrant to the extent necessary,
in accordance with the formula set forth in Section 2, to exercise this
Warrant with respect to the maximum number of shares of Common Stock
purchasable pursuant to the cashless exercise procedure set forth in Section 2.


 


The undersigned requests that the
certificates for such shares be issued in the name of, and delivered to                                  
whose address is                                                                                                                                   


 


Number of Shares of Common
Stock Beneficially Owned on the date of exercise: Less than five percent (5%)
of the outstanding Common Stock of Aegis Assessments Inc.


 


The undersigned represents and warrants that
the representations and warranties in Section 4 of the Subscription
Agreement (as defined in this Warrant) are true and accurate with respect to
the undersigned on the date hereof.


 


The undersigned represents and warrants that
all offers and sales by the undersigned of the securities issuable upon
exercise of the within Warrant shall be made pursuant to registration of the
Common Stock under the Securities Act of 1933, as amended (the “Securities Act”),
or pursuant to an exemption from registration under the Securities Act.


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (Signature must conform to name of holder
  as

  specified on the face of the Warrant)

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Address)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 

















 


Exhibit B


 


FORM OF TRANSFEROR ENDORSEMENT


(To be signed only on transfer of Warrant)


 


For
value received, the undersigned hereby sells, assigns, and transfers unto the
person(s) named below under the heading “Transferees” the right represented by
the within Warrant to purchase the percentage and number of shares of Common
Stock of Aegis Assessments Inc. to which the within Warrant relates specified
under the headings “Percentage Transferred” and “Number Transferred,”
respectively, opposite the name(s) of such person(s) and appoints each such
person Attorney to transfer its respective right on the books of Aegis
Assessments Inc. with full power of substitution in the premises.


 


	
  Transferees

  	
   

  	
  Percentage Transferred

  	
   

  	
  Number Transferred

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


	
  Dated:

  	
   

  	
  ,

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature must conform to name of holder
  as specified

  on the face of the warrant)

  
	
   

  	
   

  	
   

  
	
  Signed in the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (Name)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (address)

  
	
   

  	
   

  	
   

  
	
  ACCEPTED AND AGREED:

  	
   

  	
   

  	
   

  
	
  [TRANSFEREE]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (address)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Name)