exv10w2



 







Exhibit 10.2



THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE
STATE SECURITIES LAWS 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, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE
WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS.




MICROMET, INC.




WARRANT TO PURCHASE COMMON STOCK




July 24, 2006




Void After July 24, 2012




     THIS CERTIFIES THAT, for value received, [                                        ], or permitted registered assigns
(the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below)
from Micromet, Inc., a Delaware corporation (the “Company”) up to [                    ] shares of the common
stock of the Company, par value $0.00004 per share (the “Common Stock”). This Warrant has been
issued pursuant to that certain Securities Purchase Agreement between the Company and the Holder
dated as of July 21, 2006 (the “Purchase Agreement”). This Warrant is one of a series of warrants
issued by the Company in connection with a private placement of Common Stock and of like tenor,
except as to the number of shares of Common Stock subject thereto (collectively, “Company
Warrants”).



1. DEFINITIONS.




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



          (a) “Exercise Period” shall mean the period commencing with the date that is 180 days after
the date hereof and ending six years from the date hereof, unless sooner terminated as provided
below.




          (b) “Exercise Price” shall mean $5.00 per share, subject to adjustment pursuant to Section 5
below.




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




 









 








          (d) “Trading Day” shall mean (a) any day on which the Common Stock is listed or quoted and
traded on its primary Trading Market, (b) if the Common Stock is not then listed or quoted and
traded on any Eligible Market, then a day on which trading occurs on the OTC Bulletin Board (or any
successor thereto), or (c) if trading does not occur on the OTC Bulletin Board (or any successor
thereto), any Business Day.




2. EXERCISE OF WARRANT.




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



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




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




     The Holder shall not be required to deliver the original Warrant in order to effect an
exercise hereunder. Execution and delivery of the Notice of Exercise with respect to less than
all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and
issuance of a new Warrant evidencing the right to purchase the remaining number of Exercise Shares,
if any.



     Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the
Company to the Holder by crediting the account of the Holder’s prime broker with the Depository
Trust Company through its Deposit Withdrawal Agent Commission system if the Company is a
participant in such system (and so long as the legend may be removed in accordance with Section 4.1
of the Purchase Agreement), and otherwise by physical delivery to the address specified by the
Holder in the Notice of Exercise within three business days from the delivery to the Company of the
Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price as set
forth above. This Warrant shall be deemed to have been exercised on the date the Exercise Price
is received by the Company. The Exercise Shares shall be deemed to have been issued, and Holder
or any other person so designated to be named therein shall be deemed to have become a holder of
record of such shares for all purposes, as of the date the Warrant has been exercised by payment to
the Company of the Exercise Price.



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



     To the extent permitted by law, the Company’s obligations to issue and deliver Exercise Shares
in accordance with the terms hereof are absolute and unconditional, irrespective of any action or
inaction by the Holder to enforce the same, any waiver or consent with respect to any



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



     2.1. Net Exercise. If during the Exercise Period, the Holder is not permitted to sell
Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and
the fair market value of one share of the Common Stock is greater than the Exercise Price (at the
date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or
by check, or by cancellation of indebtedness, the Holder may elect to receive shares equal to the
value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of
this Warrant at the principal office of the Company together with the properly endorsed Notice of
Exercise 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 canceled (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 =

	 	Exercise Price (as adjusted to the date of such calculation)






     For purposes of the above calculation, the “fair market value” of one share of Common Stock
shall mean (i) the average of the closing sales prices for the shares of Common Stock on the Nasdaq
National Market or other trading market where such security is listed or traded as reported by
Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by
the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then
reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading
days immediately preceding such date, or (ii) if the Nasdaq National Market is not the principal
trading market for the shares of Common Stock, the average of the reported sales prices reported by
Bloomberg on the principal trading market for the Common Stock during the same period, or, if there
is no sales price for such period, the last sales price reported by Bloomberg for such period, or
(iii) if neither of the foregoing applies, the last sales price of such security in the
over-the-counter market on the pink sheets or bulletin board for



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such security as reported by Bloomberg, or if no sales price is so reported for such security,
the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be
calculated as of such date on any of the foregoing bases, the fair market value shall be as
determined by the Board of Directors of the Company in the exercise of its good faith judgment.



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



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



3. COVENANTS OF THE COMPANY.




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



     3.2. No Impairment. Except and to the extent as waived or consented to by the holder of
Company Warrants representing at least two-thirds of the number of shares of Common Stock then
subject to outstanding Company Warrants, the Company will not, by amendment of its Certificate of
Incorporation or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed hereunder by the Company,
but will at all times in good faith assist in the carrying out of all the provisions of this
Warrant and in the taking of all such action as may be necessary or appropriate in order to protect
the exercise rights of the Holder against impairment.



     3.3. Notices of Record Date and Certain Other Events. In the event of any taking by the
Company of a record of the holders of any class of securities for the purpose of determining the
holders thereof who are entitled to receive any dividend (other than a cash dividend which is the
same as cash dividends paid in previous quarters) or other distribution, the Company shall mail to
the Holder, at least 10 days prior to the date on which any such record is to be taken for the
purpose of such dividend or distribution, a notice specifying such date.



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4. REPRESENTATIONS OF HOLDER.




     4.1. Acquisition of Warrant for Personal Account. The Holder represents and warrants that it
is acquiring the Warrant solely for its account and not with a view to or for sale or distribution
of said Warrant or any part thereof. The Holder also represents that the entire legal and
beneficial interests of the Warrant and Exercise Shares the Holder is acquiring is being acquired
for, and will be held for, its account only.



     4.2. Securities Are Not Registered.



          (a) The Holder understands that the Warrant and the Exercise Shares have not been registered
under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or
public offering of the stock of the Company is to be effected. The Holder realizes that the basis
for the exemption may not be present if, notwithstanding its representations, the Holder has a
present intention of acquiring the securities for a fixed or determinable period in the future,
selling (in connection with a distribution or otherwise), granting any participation in, or
otherwise distributing the securities. The Holder has no such present intention except as set
forth in Article 6 of the Purchase Agreement.




          (b) The Holder recognizes that the Warrant and the Exercise Shares must be held indefinitely
unless they are subsequently registered under the Act or an exemption from such registration is
available. The Holder recognizes that the Company will register the Exercise Shares pursuant to
the provisions of Article 6 of the Purchase Agreement.




          (c) The Holder is aware that neither the Warrant nor the Exercise Shares may be sold pursuant
to Rule 144 adopted under the Act unless certain conditions are met, including, among other things,
the existence of a public market for the shares, the availability of certain current public
information about the Company, the resale following the required holding period under Rule 144 and
the number of shares being sold during any three-month period not exceeding specified limitations.




     4.3. Disposition of Warrant and Exercise Shares.



          (a) The Holder further agrees not to make any disposition of all or any part of the Warrant or
Exercise Shares in any event unless and until:





          (i) The Company shall have received a letter secured by the Holder from the Securities
and Exchange Commission stating that no action will be recommended to the Commission with
respect to the proposed disposition; or




          (ii) There is then in effect a registration statement under the Act covering such
proposed disposition and such disposition is made in accordance with said registration
statement; or




          (iii) The Holder shall have notified the Company of the proposed disposition and shall
have furnished the Company with a detailed statement of the circumstances surrounding the
proposed disposition, and if reasonably requested by the Company, the Holder shall have
furnished the Company with an opinion of counsel,



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reasonably satisfactory to the Company, for the Holder to the effect that such
disposition will not require registration of such Warrant or Exercise Shares under the Act
or any applicable state securities laws.



          (b) The Holder understands and agrees that, subject to Section 4.1 of the Purchase Agreement,
all certificates evidencing the shares to be issued to the Holder may bear the following legend:





“THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE
STATE SECURITIES LAWS 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, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES
LAWS OR BLUE SKY LAWS.”



5. ADJUSTMENT OF EXERCISE PRICE AND SHARES.




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




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





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



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




          (iii) Common Stock or additional stock or other securities or property (including cash)
by way of spinoff, split-up, reclassification, combination of shares or similar corporate
rearrangement (other than shares of Common Stock pursuant to Section 5(a) above), then and
in each such case, the Holder hereof will, upon the exercise of this Warrant, be entitled to
receive, in addition to the number of shares of Common Stock receivable thereupon, and
without payment of any additional consideration therefor, the amount of stock and other
securities and property (including cash in the cases referred to in clauses (ii) and (iii)
above) which such Holder would hold on the date of such exercise had such Holder been the
holder of record of such Common Stock as of the date on which holders of Common Stock
received or became entitled to receive such shares or all other additional stock and other
securities and property.



          (c) Upon the occurrence of each adjustment pursuant to this Section 5, the Company at its
expense will, at the written request of the Holder, promptly compute such adjustment in accordance
with the terms of this Warrant and prepare a certificate setting forth such adjustment, including a
statement of the adjusted Exercise Price and adjusted number or type of Exercise Shares or other
securities issuable upon exercise of this Warrant (as applicable), describing the transactions
giving rise to such adjustments and showing in detail the facts upon which such adjustment is
based. Upon written request, the Company will promptly deliver a copy of each such certificate to
the Holder and to the Company’s transfer agent.




6. FRACTIONAL SHARES.




     No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any
adjustment pursuant hereto. All Exercise Shares (including fractions) issuable upon exercise of
this Warrant may be aggregated for purposes of determining whether the exercise would result in the
issuance of any fractional share. If, after aggregation, the exercise would result in the
issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay
the Holder otherwise entitled to such fraction a sum in cash equal to the product resulting from
multiplying the then current fair market value of an Exercise Share by such fraction.



7. FUNDAMENTAL TRANSACTIONS.




     If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the
Company with or into another entity, (ii) the Company effects any sale of all or substantially all
of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer
(whether by the Company or another individual or entity) is completed pursuant to which holders of
Common Stock are permitted to tender or exchange their shares for other securities, 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 5 above) (in any such case, a “Fundamental Transaction”),
then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for
each Warrant Share that would have been issuable upon such



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exercise immediately prior to the occurrence of such Fundamental Transaction, 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 any additional consideration (the “Alternate
Consideration”) receivable upon or as a result of such reorganization, reclassification, merger,
consolidation or disposition of assets by a Holder of the number of shares of Common Stock for
which this Warrant is exercisable immediately prior to such event. For purposes of any such
exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such
Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one
share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise
Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any
different components of the Alternate Consideration. If holders of Common Stock are given any
choice as to the securities, cash or property to be received in a Fundamental Transaction, then the
Holder shall be given the same choice as to the Alternate Consideration it receives upon any
exercise of this Warrant following such Fundamental Transaction. To the extent necessary to
effectuate the foregoing provisions, any successor to the Company or surviving entity in such
Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing
provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.
The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include
terms requiring any such successor or surviving entity to comply with the provisions of this
Section 7 and ensuring that this Warrant (or any such replacement security) will be similarly
adjusted upon any subsequent transaction analogous to a Fundamental Transaction.



8. NO STOCKHOLDER RIGHTS.




     Other than as provided in Section 3.3 or otherwise herein, this Warrant in and of itself shall
not entitle the Holder to any voting rights or other rights as a stockholder of the Company.



9. TRANSFER OF WARRANT.




     Subject to applicable laws and the restriction on transfer set forth on the first page of this
Warrant and set forth in the Purchase Agreement, this Warrant and all rights hereunder are
transferable, by the Holder in person or by duly authorized attorney, upon delivery of this Warrant
and the form of assignment attached hereto to any transferee designated by Holder. The transferee
shall sign an investment letter in form and substance reasonably satisfactory to the Company and
its counsel.



10. LOST, STOLEN, MUTILATED OR DESTROYED WARRANT.




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



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11. NOTICES, ETC.




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



12. ACCEPTANCE.




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



13. GOVERNING LAW.




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



14. AMENDMENT OR WAIVER.




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



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




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     IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized
officer as of July 24, 2006.



	 	 	 	 	 	 	 
	 	 	MICROMET, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:  Christian Itin
	 	 
	 

	 	 	 	Title:  President & Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	2110 Rutherford Road	 	 
	 	 	Carlsbad, CA 92008	 	 






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NOTICE OF EXERCISE




TO: MICROMET, INC.




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



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



     (2) Please issue a certificate or certificates representing said shares of Common Stock of the
Company in the name of the undersigned or in such other name as is specified below:



(Name)




(Address)




     (3) The undersigned represents that (i) the aforesaid shares of Common Stock are being
acquired for the account of the undersigned and not with a view to, or for resale in connection
with, the distribution thereof and that the undersigned has no present intention of distributing or
reselling such shares, other than as contemplated by the Securities Purchase Agreement dated as of
July 21, 2006, by and among the Company and the purchasers named therein (the “Purchase
Agreement”); (ii) the undersigned is aware of the Company’s business affairs and financial
condition and has acquired sufficient information about the Company to reach an informed and
knowledgeable decision regarding its investment in the Company; (iii) the undersigned is
experienced in making investments of this type and has such knowledge and background in financial
and business matters that the undersigned is capable of evaluating the merits and risks of this
investment and protecting the undersigned’s own interests; (iv) the undersigned understands that
the shares of Common Stock issuable upon exercise of this Warrant have not been registered under
the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption
from the registration provisions of the Securities Act, which exemption depends upon, among other
things, the bona fide nature of the investment intent as expressed herein, and, because such
securities have not been registered under the Securities Act, they must be held indefinitely unless
subsequently registered under the Securities Act or an exemption from such registration is
available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold
pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until
the undersigned has held the shares for the number of years prescribed by Rule 144, that among the
conditions for use of the Rule is the



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availability of current information to the public about the Company; and (vi) the undersigned
agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock
unless and until there is then in effect a registration statement under the Securities Act covering
such proposed disposition and such disposition is made in accordance with said registration
statement, or the undersigned has provided upon the Company’s reasonable request, an opinion of
counsel satisfactory to the Company, stating that such registration is not required.




	 	 	 
	(Date)

	 	(Signature)
	 
	 	 
	 

	 	(Print name)






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ASSIGNMENT FORM




     (To assign the foregoing Warrant, execute this form and supply required information.



     Do not use this form to purchase shares.)



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



	 	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 
	 

	 	 	 	 

(Please Print)
	 	 
	 
	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 
	 

	 	 	 	 

(Please Print)
	 	 
	 
	 	 	 	 	 	 
	Dated:                    , 20
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Holder’s Signature:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Holder’s Address:
	 	 	 	 	 	 





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




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