**Exhibit 10.4**

 

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THEREGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. 

**COMMON STOCK PURCHASE WARRANT**

ToPurchase                      Shares of Common Stock of ****

**SYNTHETIC BLOOD INTERNATIONAL, INC.**

THIS COMMON STOCK PURCHASE WARRANT (the“Warrant”) CERTIFIES that, for value received, FIONA International S.A., (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any timeon or prior to                          (the “Terminatior Date”) but not thereafter, to subscribe for andpurchase from Synthetic Blood International, Inc., a New Jersey corporation (the “Company”), up to                         shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of theCompany (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant is $0.247. The Exercise Price and the number of Warrant Shares for which the Warrant isexercisable shall be subject to adjustment as provided herein. 

1. Title to Warrant. Prior to the Termination Date and subject tocompliance with applicable laws and Section 7 of this Warrant, this Warrant and all rights hereunder are transferable, in whole or in part, at the office or agency of the Company by the Holder in person or by duly authorized attorney, uponsurrender of this Warrant together with the Assignment Form annexed hereto properly endorsed. Notwithstanding the foregoing, all subsequent offers and sales of this Warrant shall be made in compliance with Regulation S and/or pursuant toregistration of the Warrant under the Securities Act or pursuant to an exemption from registration under the Securities Act. Unless registered for sale under the Securities Act, this Warrant can not be resold to U.S. Persons or within the UnitedStates and otherwise in compliance with Rule 904 of Regulations S. 

2. Authorization of Shares. The Company covenants that allWarrant Shares that may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and freefrom all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). 

3. Exercise of Warrant. 

(a) Exercise of the purchase rights represented by this Warrant may be madeat any time or times on or before the Termination Date by delivery to the Company of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (or such other office or agency of the Company as it may designate by notice in writingto the registered Holder at the address of such Holder appearing on the books of the Company); provided, however, said exercise will be void and of no effect if the Holder does not surrender this Warrant to the Company and the Company does notreceive payment of the aggregate Exercise Price of the shares purchased by wire transfer or cashier’s check drawn on a United States bank on or before the fifth day following the date notice of exercise is delivered to the Company. Certificatesfor shares purchased hereunder shall be issued to the Holder within three business days from the delivery to the Company of the notice of exercise, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above. ThisWarrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be 

named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment tothe Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. 

(b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing WarrantShares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. 

(c) Notwithstanding the foregoing, this Warrant can not be exercised within the United States and the Warrant Shares can not be delivered within theUnited States upon exercise, other than in a transaction deemed by the Company to meet the definition of an “offshore transaction” pursuant to Rule 902(h) of Regulation S adopted under the Securities Act, unless the transaction isregistered under the Securities Act or an exemption from such registration requirement is available. 

4. No Fractional Shares orScrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay acash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price. 

5. Charges,Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expensesshall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates for Warrant Shares are to beissued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder; and the Company may require, as a condition thereto, the paymentof a sum sufficient to reimburse it for any transfer tax incidental thereto. 

6. Closing of Books. The Company will not close itsstockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof. 

7.Transfer, Division and Combination. 

(a) Subject to compliance with any applicable securities laws and the conditions set forth inSections 1 and 7(e) hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in theform attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute anddeliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant notso assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. 

(b) This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a writtennotice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 7(a), as to any transfer which may be involved in such division orcombination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. 

(c) The Company shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this Section 7.

 

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(d) The Company agrees to maintain, at its aforesaid office, books for the registration and theregistration of transfer of the Warrants. 

(e) In connection with any transfer of this Warrant the Company may require, as a condition ofallowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparabletransactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, and (ii) that the holder or transferee execute and deliver to the Company arepresentation letter regarding compliance with the Securities Act in form and substance acceptable to the Company. 

8. No Rights asShareholder until Exercise. This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof. Upon the surrender of this Warrant and the payment of the aggregate ExercisePrice, the Warrant Shares so purchased shall be and be deemed to be issued to such Holder as the record owner of such shares as of the close of business or the later of the date of such surrender or payment. 

9. Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactoryto it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of theWarrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of suchcancellation, in lieu of such Warrant or stock certificate. 

10. Saturdays, Sundays, Holidays, etc. If the last or appointed day forthe taking of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or a legal holiday in the United States, then such action may be taken or such right may be exercised on the next succeeding day not aSaturday, Sunday or legal holiday. 

11. Adjustments of Exercise Price and Number of Warrant Shares. 

(a) Stock Splits, etc. The number and kind of securities purchasable upon the exercise of this Warrant and the Exercise Price shall be subject toadjustment from time to time upon the happening of any of the following. In case the Company shall (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock to holders of its outstanding Common Stock,(ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issue any shares of its capital stockin a reclassification of the Common Stock, then the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the kind and number of Warrant Sharesor other securities of the Company that it would have owned or have been entitled to receive had such Warrant been exercised in advance thereof. Upon each such adjustment of the kind and number of Warrant Shares or other securities of the Companythat are purchasable hereunder, the Holder shall thereafter be entitled to purchase the number of Warrant Shares or other securities resulting from such adjustment at an Exercise Price per Warrant Share or other security obtained by multiplying theExercise Price in effect immediately prior to such adjustment by a fraction, the numerator of which is the number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment and the denominator of which is the number ofWarrant Shares or other securities of the Company that are purchasable pursuant hereto immediately after such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of such eventretroactive to the record date, if any, for such event. 

(b) Minimum Adjustment of Exercise Price. No adjustment of the ExercisePrice shall be made in an amount of less than 1% of the Exercise Price in effect at the time such adjustment is otherwise required to be made, but any such lesser adjustment shall be carried forward and shall be made at the time and together withthe next subsequent adjustment which, together with any adjustments so carried forward, shall amount to not less than 1% of such Exercise Price. 

 

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(c) Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case theCompany shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the CommonStock of the Company), or sell, transfer or otherwise dispose of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares ofcommon stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock ofthe successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of Common Stock of the Company, then the Holder shall have the right thereafter to receive upon exercise of this Warrant,the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidationor disposition of assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets,the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and allthe obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares forwhich this Warrant is exercisable that shall be as nearly equivalent as practicable to the adjustments provided for in this Section 11. For purposes of this Section 11, “common stock of the successor or acquiring corporation”shall include stock of such corporation of any class that is not preferred as to dividends or assets over any other class of stock of such corporation and that is not subject to redemption and shall also include any evidences of indebtedness, sharesof stock or other securities that are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchaseany such stock. The foregoing provisions of this Section 11(c) shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets. 

(d) Voluntary Adjustment by the Company. The Company may at any time during the term of this Warrant reduce the then current Exercise Price to anyamount and for any period of time deemed appropriate by the Board of Directors of the Company. The Company may at any time during the term of this Warrant extend the Termination Date to any date deemed appropriate by the Board of Directors of theCompany. 

(e) Notice of Adjustment. Whenever the number of Warrant Shares or number or kind of securities or other propertypurchasable upon the exercise of this Warrant or the Exercise Price is adjusted, as herein provided, the Company shall give notice thereof to the Holder, which notice shall state the number of Warrant Shares (and other securities or property)purchasable upon the exercise of this Warrant and the Exercise Price of such Warrant Shares (and other securities or property) after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting forth thecomputation by which such adjustment was made. 

(f) Notice of Corporate Action. If at any time: 

(i) the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or otherdistribution, or any right to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property, or to receive any other right, or 

 

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(ii) there shall be any capital reorganization of the Company, any reclassification orrecapitalization of the capital stock of the Company or any consolidation or merger of the Company with, or any sale, transfer or other disposition of all or substantially all the property, assets or business of the Company to, another corporationor, 

(iii) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in any oneor more of such cases, the Company shall give to Holder (i) at least 20 days’ prior written notice of the date on which a record date shall be selected for such dividend, distribution or right or for determining rights to vote in respectof any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, liquidation or winding up, and (ii) in the case of any such reorganization, reclassification, merger, consolidation, sale, transfer, dispositiondissolution, liquidation or winding up, at least 20 days’ prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause also shall specify (i) the date or which any such record is tobe taken for the purpose of such dividend, distribution or right, the date on which the holders of Common Stock shall be entitled to any such dividend, distribution or right, and the amount and character thereof, and (ii) the date on which anysuch reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up is to take place and the time, if any such time is to be fixed, as of which the holders of Common Stock shall beentitled to exchange their Warrant Shares for securities or other property deliverable upon such disposition, dissolution, liquidation or winding up. Each such written notice shall be sufficiently given if addressed to Holder at the last address ofHolder appearing on the books of the Company and delivered in accordance with Section 13(d). The failure of the Company to give any such notice under this Section 11(f) shall not affect the effectiveness or validity of any action thatwould have been the subject of the notice and such failure to give notice shall not entitle the Holder to pursue any course of legal action or equitable proceeding against the Company or its successors to enjoin, prevent, or rescind any action takenwithout providing notice to the Holder. 

12. Authorized Shares. The Company covenants that during the period the Warrant isoutstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenantsthat its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchaserights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of thetrading market upon which the Common Stock may be listed. 

Except and to the extent as waived or consented to by the Holder, the Companyshall not by any action, including, without limitation, amending its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid orseek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect therights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount payable there for upon such exerciseimmediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable Warrant Shares upon the exercise of this Warrant,and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under thisWarrant. 

 

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13. Miscellaneous. 

(a) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of thestate of California, without regard to the principles of conflicts of law thereof. 

(b) Restrictions. The Holder acknowledges thatthe Warrant Shares acquired upon the exercise of this Warrant will have restrictions upon resale imposed by state and federal securities laws. 

(c) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice Holder’s rights, powers or remedies,notwithstanding all rights hereunder terminate on the Termination Date. If the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to Holdersuch amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by Holder in collecting any amounts due pursuant hereto or inotherwise enforcing any of its rights, powers or remedies hereunder. 

(d) Notices. Any notice, request or other document required orpermitted to be given or delivered all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, ifsuch notice or communication is delivered via facsimile and receipt is confirmed by telephone, (b) the second business day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (c) upon actualreceipt by the party to whom such notice is required to be given. The Holder’s address for such notices and communications shall be the address of Holder as it appears in the books and records of the Company. 

(e) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to thebenefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder. 

(f) Amendment.This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder. 

(g)Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicablelaw, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant. 

(h) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of thisWarrant. 

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized. 

Dated:                         

 
**SYNTHETIC BLOOD INTERNATIONAL, INC.**By:  Name: Richard Kiral Title: President
 

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**NOTICE OF EXERCISE**

 
To:Synthetic Blood International, Inc. 
(1) The undersignedhereby elects to purchase                      Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercisedin full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. 

(2) Pleaseissue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below: 

 
        
The Warrant Shares shall be delivered to the following: 

 
                        
(3) The undersigned is not a U.S. Person, was not formed for the purpose of investing in theSecurities, which have not been registered under the Securities Act of 1933 in reliance upon Regulation S, and the undersigned is not acquiring the Warrant Shares by or for the benefit of a U.S. person. 

(4) Attached to this Notice of Exercise is an opinion of counsel to the effect that (a) the Warrant Shares have been registered under the SecuritiesAct of 1933, or (b) the purchase and sale of the Warrant Shares is exempt from registration under the Securities Act of 1933. 

 
[PURCHASER]By:  Name: Title: Dated:  
 

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**ASSIGNMENT FORM**

(To assign the foregoing warrant, execute 

this form and supply required information. 

Do not use this form to exercise the warrant.) 

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

 
   whose address is
 

 

 

 

 
Dated:                                             ,             Holder’s Signature:   Holder’s Address:       
Signature Guaranteed:                                                                                

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

 

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