EXHIBIT 10.5


 


WARRANT


 


To Purchase
350,000 Shares of


Common
Stock


of


MEDICALCV,
INC.


 


This Warrant and the
securities issuable upon exercise of this Warrant have not been registered
under the Securities Act of 1933 (the “Securities Act”) or under any state
securities or “Blue Sky” laws (“Blue Sky Laws”). No transfer, sale, assignment,
pledge, hypothecation or other disposition of this Warrant or the securities
issuable upon exercise of this Warrant or any interest therein may be made
except (a) pursuant to an effective registration statement under the Securities
Act and any applicable Blue Sky Laws or (b) if the Company has been furnished
with an opinion of counsel for the holder, which opinion and counsel shall be
reasonably satisfactory to the Company, to the effect that no registration is
required because of the availability of an exemption from registration under
the Securities Act and applicable Blue Sky Laws.


 


THIS CERTIFIES THAT,
for good and valuable consideration, PKM PROPERTIES, LLC a Minnesota limited
liability company (“PKM Properties”) or its registered assigns, is
entitled to subscribe for and purchase from MedicalCV, Inc., a Minnesota
corporation (the “Company”), at any time to and including the date that
is five (5) years after the date hereof. 
Three Hundred Fifty Thousand (350,000) fully paid and nonassessable
shares of the Common Stock of the Company at the price of  $0.596 per share (the “Warrant Exercise
Price”), subject to the antidilution provisions of this Warrant.  The shares which may be acquired upon
exercise of this Warrant are referred to herein as the “Warrant Shares.” As
used herein, the term “Holder” means PKM Properties, any party who acquires all
or a part of this Warrant as a registered transferee of PKM Properties, or any
record holder or holders of the Warrant Shares issued upon exercise, whether in
whole or in part, of the Warrant; the term “Common Stock” means the Company’s
Common Stock, $.01 par value.


 


This Warrant is subject
to the following provisions, terms and conditions:


 


1.             Exercise;
Conversion Right; Transferability


 


(a)           The rights represented by this
Warrant may be exercised by the Holder hereof at any time, for a period of five
(5) years commencing on the date hereof, in whole or in part (but not as to a
fractional share of Common Stock), by written notice of exercise (in the form
attached hereto) delivered to the Company at the principal office of the
Company prior to the expiration of this Warrant and accompanied or preceded by
the surrender of this Warrant along with a check in payment of the Warrant
Exercise Price for such shares.


 


(b)           Subject
to the restrictions on transfer of this Warrant or the Warrant Shares set forth
herein, the Holder of this Warrant shall have the right to require the Company
to convert this Warrant (the “Conversion Right’) at any time after the
date hereof and prior to its expiration into shares of Common Stock as provided
for in Sections 1(b) through 1(d) hereof. 
Upon exercise of the Conversion Right, the Company shall deliver to the
Holder (without payment by the Holder of any Warrant Exercise Price) that
number of shares of Company Common Stock equal to the quotient obtained by
dividing (i) the value of the Warrant at the time the Conversion Right is
exercised (determined by subtracting the aggregate Warrant Exercise Price for
the Warrant Shares in effect immediately prior to the exercise of the
Conversion Right from the aggregate Fair Market Value (as defined in
Section 10 hereof) for the Warrant Shares immediately prior to the exercise
of the Conversion Right) by (ii) the Fair Market Value of one share of Common
Stock immediately prior to the exercise of the Conversion Right.


 


 


 

















 


(c)           The
Conversion Right may be exercised by the Holder, at any time or from time to
time, after the date hereof and prior to its expiration, on any business day by
delivering a written notice in the form attached hereto (the “Conversion
Notice”) to the Company at the offices of the Company exercising the
Conversion Right and specifying (i) the total number of shares of Common Stock
the Holder will purchase pursuant to such conversion and (ii) a place and date
not less than one or more than 20 business days from the date of the Conversion
Notice for the closing of such purchase.


 


(d)           At
any closing under Section 1(c) hereof, (i) the Holder will surrender the
Warrant, (ii) the Company will deliver to the Holder a certificate or
certificates for the number of shares of Common Stock issuable upon such
conversion, together with cash, in lieu of any fraction of a share, and (iii)
the Company will deliver to the Holder a new warrant representing the number of
shares, if any, with respect to which the Warrant shall not have been
exercised.


 


(e)           Subject to the provisions of
Section 7 hereof, this Warrant shall be fully transferable, in whole or in
part; provided that this Warrant shall be transferable only on the books of the
Company by the Holder in person, or by duly authorized attorney, on surrender
of the Warrant, properly assigned.


 


2.             Exchange and Replacement.  Subject to Sections 1 and 7 hereof, this
Warrant is exchangeable upon the surrender hereof by the Holder to the Company
at its office for new Warrants of like tenor and date representing in the
aggregate the right to purchase the number of Warrant Shares purchasable
hereunder, each of such new Warrants to represent the right to purchase such
number of Warrant Shares (not to exceed the aggregate total number purchasable
hereunder) as shall be designated by the Holder at the time of such surrender.  Upon receipt by the Company of evidence
reasonably satisfactory to it of the loss, theft, destruction, or mutilation of
this Warrant, and, in case of loss, theft or destruction, of indemnity
reasonably satisfactory to it, and upon surrender and cancellation of this Warrant,
if mutilated, the Company will make and deliver a new Warrant of like tenor, in
lieu of this Warrant.  This Warrant
shall be promptly canceled by the Company upon the surrender hereof in
connection with any exchange or replacement. 
The Company shall pay all expenses, taxes (other than stock transfer
taxes), and other charges incurred by it in connection with the preparation,
execution, and delivery of Warrants pursuant to this Section 2.


 


3.             Issuance
of the Warrant Shares.


 


(a)           The Company agrees that the shares of
Common Stock purchased upon exercise of this Warrant shall be and are deemed to
be issued to the Holder as of the close of business on the date on which this
Warrant shall have been surrendered and the payment made for such Warrant Shares
as aforesaid.  Subject to the provisions
of paragraph (b) of this Section 3, certificates for the Warrant Shares so
purchased shall be delivered to the Holder within a reasonable time, not
exceeding fifteen (15) days after the rights represented by this Warrant shall
have been so exercised, and, unless this Warrant has expired, a new Warrant
representing the right to purchase the number of Warrant Shares, if any, with
respect to which this Warrant shall not then have been exercised shall also be
delivered to the Holder within such time.


 


(b)           Notwithstanding the foregoing, the
Company shall not be required to deliver any certificate for Warrant Shares
upon exercise of this Warrant except in accordance with exemptions from the
applicable securities registration requirements or registrations under
applicable securities laws.  Nothing
herein, however, shall obligate the Company to effect registrations under
federal or state securities laws, except as provided in Section 9.  If registrations are not in effect and if
exemptions are not available when the Holder seeks to exercise the Warrant, the
Warrant exercise period will be extended, if need be, to prevent the 


 


 


 

















 


Warrant
from expiring, until such time as either registrations become effective or
exemptions are available, and the Warrant shall then remain exercisable for a
period of at least 30 calendar days from the date the Company delivers to the
Holder written notice of the availability of such registrations or
exemptions.  The Holder agrees to
execute such documents and make such representations, warranties, and
agreements as may be required solely to comply with the exemptions relied upon
by the Company, or the registrations made, for the issuance of the Warrant
Shares.


 


4.             Covenants of the Company.  The Company covenants and agrees that all
Warrant Shares will, upon issuance, be duly authorized and issued, fully paid,
nonassessable, and free from all taxes, liens, and charges with respect to the
issuance thereof.  The Company further
covenants and agrees that during the period within which the rights represented
by this Warrant may be exercised, the Company will at all times have authorized
and reserved for the purpose of issue or transfer upon exercise of the
subscription rights evidenced by this Warrant a sufficient number of shares of
Common Stock to provide for the exercise of the rights represented by this
Warrant.


 


5.             Antidilution Adjustments.  The provisions of this Warrant are subject
to adjustment as provided in this Section 5; provided that no adjustment shall
be made pursuant to this Section 5 which has the effect of duplicating any
adjustment made pursuant to the Articles of Incorporation of the Company or any
Certificate of Designation thereto, if any.


 


(a)           The Warrant Exercise Price shall be
adjusted from time to time such that in case the Company shall hereafter:


 


(i)            pay any dividends on any class of
stock of the Company payable in Common Stock or securities convertible into
Common Stock;


 


(ii)           subdivide its then outstanding shares
of Common Stock into a greater number of shares; or


 


(iii)          combine outstanding shares of Common
Stock, by reclassification or otherwise;


 


then,
in any such event, the Warrant Exercise Price in effect immediately prior to
such event shall (until adjusted again pursuant hereto) be adjusted immediately
after such event to a price (calculated to the nearest full cent) determined by
dividing (A) the number of shares of Common Stock outstanding immediately prior
to such event, multiplied by the then existing Warrant Exercise Price, by (B)
the total number of shares of Common Stock outstanding immediately after such
event (including in each case the maximum number of shares of Common Stock
issuable in respect of any securities convertible into Common Stock), and the
resulting quotient shall be the adjusted Warrant Exercise Price per share.  An adjustment made pursuant to this
subsection shall become effective immediately after the record date in the case
of a dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination or
reclassification.  If, in connection
with an adjustment made pursuant to this subsection or otherwise, the Holder of
any Warrant thereafter surrendered for exercise shall become entitled to receive
shares of two or more classes of capital stock or shares of Common Stock and
other capital stock of the Company, the Board of Directors (whose determination
shall be conclusive) shall determine the allocation of the adjusted Warrant
Exercise Price between or among shares of such classes of capital stock or
shares of Common Stock and other capital stock.  All calculations under this subsection shall be made to the
nearest cent or to the nearest 1/100 of a share, as the case may be.  In the event that at any time, in connection
with an adjustment made pursuant to this subsection or otherwise, the Holder of
any Warrant thereafter surrendered for exercise shall become entitled to
receive any shares of the Company other than shares of Common Stock, thereafter
the Warrant Exercise Price of such other shares so receivable upon exercise of
any Warrant shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to
Common Stock contained in this Section.


 


 


 

















 


(b)           Upon each adjustment of the Warrant
Exercise Price pursuant to Section 5(a) above, the Holder of each Warrant shall
thereafter (until another such adjustment) be entitled to purchase at the
adjusted Warrant Exercise Price the number of shares, calculated to the nearest
full share, obtained by multiplying the number of shares specified in such
Warrant (as adjusted as a result of all adjustments in the Warrant Exercise
Price in effect prior to such adjustment) by the Warrant Exercise Price in
effect prior to such adjustment and dividing the product so obtained by the
adjusted Warrant Exercise Price.


 


(c)           In case of any consolidation or
merger to which the Company is a party other than a merger or consolidation in
which the Company is the continuing corporation, or in case of any sale or
conveyance to another corporation of all or substantially all of the assets of
the Company, as an entirety, or in the case of any statutory exchange of
securities with another corporation (including any exchange effected in
connection with a merger of a third corporation into the Company), there shall
be no adjustment under subsection (a) of this Section above but the Holder of
each Warrant then outstanding shall have the right thereafter to convert such
Warrant into the kind and amount of shares of stock and other securities and
property which the Holder would have owned or have been entitled to receive
immediately after such consolidation, merger, statutory exchange, sale, or
conveyance had such Warrant been converted immediately prior to the effective
date of such consolidation, merger, statutory exchange, sale, or
conveyance.  The Company shall give
written notice, by first-class mail, postage prepaid, addressed to the
Holder as shown on the books of the Company, of the date on which such
consolidation, merger, sale, conveyance or statutory exchange shall take
place.  Such notice shall also specify
the date as of which the Holder shall be entitled to exchange such Holder’s
Warrant Shares (if any) for securities or other property deliverable upon such
consolidation, merger, sale, conveyance or statutory exchange, as the case may
be.  Such written notice shall be at
least 20 days prior to the action in question. 
In any such case, if deemed necessary by the Company’s Board of
Directors to fairly protect the rights of the Holders stated herein,
appropriate adjustment shall be made in the application of the provisions set
forth in this Section with respect to the rights and interests thereafter of any
Holders of the Warrant, to the end that the provisions set forth in this
Section shall thereafter correspondingly be made applicable, as nearly as may
reasonably be, in relation to any shares of stock and other securities and
property thereafter deliverable on the exercise of the Warrant.  The provisions of this subsection shall
similarly apply to successive consolidations, mergers, statutory exchanges,
sales or conveyances.


 


(d)           Upon any adjustment of the Warrant
Exercise Price, then and in each such case, the Company shall give written
notice thereof, by first-class mail, postage prepaid, addressed to the
Holder as shown on the books of the Company, which notice shall state the
Warrant Exercise Price resulting from such adjustment and the increase or decrease,
if any, in the number of shares of Common Stock purchasable at such price upon
the exercise of this Warrant, setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is based.


 


6.             No Voting Rights.  This Warrant shall not entitle the Holder to
any voting rights or other rights as a shareholder of the Company.


 


7.             Notice
of Transfer of Warrant or Resale of the Warrant Shares.


 


(a)           The Holder, by acceptance hereof,
agrees to give written notice to the Company before transferring this Warrant
or transferring any Warrant Shares of such Holder’s intention to do so,
describing briefly the manner of any proposed transfer.  Promptly upon receiving such written notice,
the Company shall present copies thereof to the Company’s counsel and to
counsel to the original purchaser of this Warrant.  If in the opinion of each such counsel the proposed transfer may
be effected without registration or qualification (under any federal or state
securities laws), the Company, as promptly as practicable, shall notify the
Holder 


 


 


 

















 


of
such opinion, whereupon the Holder shall be entitled to transfer this Warrant
or to dispose of Warrant Shares received upon the previous exercise of this
Warrant, all in accordance with the terms of the notice delivered by the Holder
to the Company; provided that an appropriate legend may be endorsed on this
Warrant or the certificates for such Warrant Shares respecting restrictions
upon transfer thereof necessary or advisable in the opinion of counsel and
satisfactory to the Company to prevent further transfers which would be in
violation of Section 5 of the Securities Act of 1933, as amended (the
“Securities Act”) and applicable state securities laws; and provided further
that the prospective transferee or purchaser shall execute such documents and
make such representations, warranties, and agreements as may be required solely
to comply with the exemptions relied upon by the Company for the transfer or
disposition of the Warrant or Warrant Shares.


 


(b)           If in the opinion of either of the
counsel referred to in this Section 7, the proposed transfer or disposition of
this Warrant or such Warrant Shares described in the written notice given
pursuant to this Section 7 may not be effected without registration or
qualification of this Warrant or such Warrant Shares the Company shall promptly
give written notice thereof to the Holder, and the Holder will limit its
activities in respect to such transfer or disposition as, in the opinion of
both such counsel, are permitted by law.


 


8.             Fractional Shares.  Fractional shares shall not be issued upon
the exercise of this Warrant, but in any case where the Holder would, except
for the provisions of this Section, be entitled under the terms hereof to
receive a fractional share, the Company shall, upon the exercise of this
Warrant for the largest number of whole shares then called for, pay a sum in
cash equal to the sum of (a) the excess, if any, of the Fair Market Value of
such fractional share over the proportional part of the Warrant Exercise Price
represented by such fractional share, plus (b) the proportional part of the
Warrant Exercise Price, if paid by the Holder, represented by such fractional
share.


 


9.             Registration
Rights.


 


(a)           If the Company at any time within two
(2) years after complete exercise of this Warrant proposes to register under
the Securities Act (except by a Form S-4 or Form S-8 Registration
Statement or any successor forms thereto) any of its equity securities, it will
give written notice to all Holders of this Warrant, any Warrants issued
pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its
intention to do so and, on the written request of any such Holder given within
twenty (20) days after receipt of any such notice (which request shall specify
the interest in this Warrant or the Warrant Shares intended to be sold or
disposed of by such Holder and describe the nature of any proposed sale or
other disposition thereof), the Company will use its best efforts to cause all
such Warrant Shares, the Holders of which shall have requested the registration
or qualification thereof, to be included in such registration statement
proposed to be filed by the Company; provided that:


 


(i)            if a greater number of Warrant
Shares is offered for participation in the proposed offering than in the
reasonable opinion of the managing underwriter of the proposed offering can be
accommodated without adversely affecting the proposed offering, then the amount
of Warrant Shares proposed to be offered by such Holders for registration, as
well as the number of securities of any other selling shareholders
participating in the registration, shall be proportionately reduced to a number
deemed satisfactory by the managing underwriter


 


(ii)           the Company may, at its sole
discretion and without the consent of any holder of the Warrant Shares,
withdraw such registration statement and abandon the proposed offering in which
any such holder had requested to participate;


 


 


 

















 


(iii)          if the offering to which the registration
statement relates is to be distributed by or through an underwriter, each
holder of the Warrant Shares shall agree, as a condition to the inclusion of
such holder’s securities in such registration, to sell securities held by such
holder through such underwriter on the same terms and conditions as the
underwriter agrees to sell securities on behalf of the Company and not to sell,
transfer, pledge, assign or otherwise dispose of the Warrant Shares of the
Company not sold by such holder in such offering for such period (up to 180
days after the effective date of the registration statement) as may be required
by the underwriter;


 


(iv)          the Company shall not be obligated to
include any Warrant Shares in any such registration for any Holder who is able
to sell all of the Warrant Shares in a single transaction pursuant to Rule 144
under the Securities Act (or any other similar rule or regulation) during the
three-month period beginning on the date such notice is received by such
holder, calculated as of the date of such receipt.


 


(b)           Further, on a one-time basis
only, provided Form S-3, or such successor form as may be adopted, is
available, during the term of this Warrant, upon request by the Holder or
Holders of a majority in interest of this Warrant, of any Warrants issued
pursuant to Section 2 and/or Section 3(a) hereof, and of any Warrant Shares,
the Company will promptly take all necessary steps to register or qualify,
under the Securities Act and the securities laws of such states as the Holders
may reasonably request, such number of Warrant Shares issued and to be issued
upon conversion of the Warrants requested by such Holders in their request to
the Company; provided that the Company shall not be obligated to include any
Warrant Shares in any such registration for any Holder who is able to sell all
of the Warrant Shares in a single transaction pursuant to Rule 144 under the
Securities Act (or any other similar rule or regulation) during the three-month
period beginning on the date such notice is received by such holder, calculated
as of the date of such receipt.  The
Company shall keep effective and maintain any registration, qualification,
notification, or approval specified in this Paragraph (b) for such period as
may be reasonably necessary for such Holder or Holders of such Warrant Shares
to dispose thereof and from time to time shall amend or supplement the
prospectus used in connection therewith to the extent necessary in order to
comply with applicable law.


 


(c)           Upon the exercise of registration rights
pursuant to this Section 9, Holder agrees to supply the Company with such
information as may be required by the Company to register or qualify the shares
to be registered.


 


(d)           With respect to each inclusion of
securities in a registration statement pursuant to this Section 9, the Company
shall bear the following fees, costs, and expenses: all registration, filing
and NASD fees, printing expenses, fees and disbursements of counsel and
accountants for the Company, fees and disbursements of counsel for the
underwriter or underwriters of such securities (if the Company is required to
bear such fees and disbursements), all internal expenses, and legal fees and
disbursements and other expenses of complying with state securities laws of any
jurisdictions in which the securities to be offered are to be registered or
qualified.  Fees and disbursements of
special counsel and accountants for the selling Holders, underwriting discounts
and commissions, and transfer taxes for selling Holders and any other expenses
relating to the sale of securities by the selling Holders not expressly
included above shall be borne by the selling Holders.


 


(e)           The Company hereby indemnifies each
of the Holders of this Warrant and of any Warrant Shares, and the officers and
directors, if any, who control such Holders, within the meaning of Section 15
of the Securities Act, against all losses, claims, damages, and liabilities
caused by (i) any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement or Prospectus (and as amended or
supplemented if the Company shall have furnished any amendments thereof or
supplements thereto), any Preliminary Prospectus or any state securities law
filings; (ii) any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading except insofar as such losses, claims, damages, or liabilities are
caused by any untrue statement or omission contained in information furnished
in writing to the Company by such Holder expressly for use 


 


 


 

















 


therein;
and each such Holder by its acceptance hereof severally agrees that it will
indemnify and hold harmless the Company, each of its officers who signs such
Registration Statement, each underwriter of the Common Stock so registered, and
each person, if any, who controls the Company or such underwriter, within the
meaning of Section 15 of the Securities Act, with respect to losses, claims,
damages, or liabilities which are caused by any untrue statement or omission
contained in information furnished in writing to the Company by such Holder
expressly for use therein.


 


10.           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 Nasdaq National Market, then the
average closing or last sale prices, respectively, reported for the ten (10)
business days immediately preceding the Determination Date; or


 


(b)           If the Company’s Common Stock is not
traded on an exchange or on the Nasdaq National Market but is traded on the
Nasdaq SmallCap Market, then the average of the closing bid and ask prices
reported for the ten (10) business days immediately preceding the Determination
Date; or


 


(c)           If the Company’s Common Stock is not
traded on an exchange, on the Nasdaq National Market, or on the Nasdaq SmallCap
Market, then the fair market value as determined in good faith by the Board of
Directors of the Company.


 


[signature
page follows]


 


 


 

















 


IN WITNESS WHEREOF,
MedicalCV, Inc. has caused this Warrant to be signed by its duly authorized
officer and this Warrant to be dated 30 January, 2003.


 


 


	
   

  	
  MEDICALCV, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Blair P. Mowery

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its

  	
  President and CEO

  



 


 


 

















 


NOTICE OF EXERCISE OF
WARRANT


 


(To be signed upon the exercise of the
Warrant)


 


The undersigned hereby irrevocably elects to exercise
the attached Warrant to purchase, for cash,
                    
of the shares of Common Stock issuable upon the exercise of such Warrant, and
requests that certificates for the shares of Common Stock (together with a new
Warrant to purchase the number of shares, if any, with respect to which this
Warrant is not exercised) be issued in the name and address set forth below.


 


	
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  (Social
  Security or Tax Ident. No.)

  



 


 *                                      The signature on the Notice of Exercise of Warrant must correspond to
the name as written upon the face of the Warrant in every particular without
alteration or enlargement or any change whatsoever.  When signing on behalf of a corporation, partnership, trust or
other entity, PLEASE indicate your position(s) and title(s) with such entity.


 

















 


CONVERSION NOTICE


 


(To be signed upon exercise of Warrant
pursuant to Sections 1(b) through 1(d))


 


The undersigned hereby irrevocably elects to exercise
the Conversion Right provided in Sections 1(b) through 1(d) of the within Warrant for, and to acquire
thereunder,            shares
of Common Stock.  If said number of
shares shall not be all the shares purchasable under the within Warrant, a new
Warrant is to be issued in the name of said undersigned for the balance
remaining of the shares purchasable thereunder rounded up to the next higher
number of shares.


 


Please issue a certificate or certificates for the
shares of Common Stock in the name set forth below.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
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  (Social
  Security or Tax Ident. No.)

  



 


*                                         The signature on the Conversion Notice must correspond to the name as
written upon the face of the Warrant in every particular without alteration or
enlargement or any change whatsoever. 
When signing on behalf of a corporation, partnership, trust or other
entity, PLEASE indicate your position(s) and title(s) with such entity.


 

















 


ASSIGNMENT OF WARRANT


 


(To be signed only upon authorized transfer
of the Warrant)


 


FOR VALUE RECEIVED, the undersigned hereby sells,
assigns, and transfers unto
                    
the right to purchase                     
shares of Common Stock of MedicalCV, Inc., to which the within Warrant relates
and appoints                     ,
as attorney-in-fact, to transfer said right on the books of
MedicalCV, Inc. with full power of substitution in the premises.  By accepting such transfer, the transferee
has agreed to be bound in all respects by the terms and conditions of the within
Warrant.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (Name)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (Address)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (Social
  Security or Tax Ident. No.)

  



 


 


*                                         The signature on the Assignment of Warrant must correspond to the name
as written upon the face of the Warrant in every particular without alteration
or enlargement or any change whatsoever. 
When signing on behalf of a corporation, partnership, trust or other
entity, PLEASE indicate your positions) and title(s) with such entity.