Exhibit 4.3 - Warrant Agreement, dated as of March 1, 2007


     

    Exhibit
      4.3

     

    THE
      SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES
      HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS
      AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144(K), OR (III)
      THE
      COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT
      SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES
      ACT
      OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

     

    THIS
      WARRANT SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME ON FEBRUARY 29, 2012 (the
      “EXPIRATION DATE”).

     

    No.
      WPA2007-2

     

    CAPRIUS,
      INC.


     

    WARRANT
      TO PURCHASE 112,500 SHARES OF

    COMMON
      STOCK, PAR VALUE $0.01 PER SHARE

     

    For
      VALUE
      RECEIVED, JOHN NESBITT (“Warrantholder”),
      is
      entitled to purchase, subject to the provisions of this Warrant, from Caprius,
      Inc., a Delaware corporation (the “Company”),
      at
      any time commencing six (6) months after the date hereof (the “Initial
      Exercise Date”)
      and
      not later than 5:00 P.M., Eastern time, on the Expiration Date (as defined
      above), at an exercise price per share equal to $0.60 (the exercise price in
      effect being herein called the “Warrant
      Price”),
      one
      hundred and twelve thousand five hundred (112,500) shares (“Warrant
      Shares”)
      of the
      Company’s Common Stock, par value $0.01 per share (“Common
      Stock”).
      The
      number of Warrant Shares purchasable upon exercise of this Warrant and the
      Warrant Price shall be subject to adjustment from time to time as described
      herein.

     

    Section
      1.  Registration.
      The
      Company shall maintain books for the transfer and registration of the Warrant.
      Upon the initial issuance of this Warrant, the Company shall issue and register
      the Warrant in the name of the Warrantholder.

     

    Section
      2.  Transfers.
      As
      provided herein, this Warrant may be transferred only pursuant to a registration
      statement filed under the Securities Act of 1933, as amended (the “Securities
      Act”),
      or an
      exemption from such registration. Subject to such restrictions, the Company
      shall transfer this Warrant from time to time upon the books to be maintained
      by
      the Company for that purpose, upon surrender thereof for transfer properly
      endorsed or accompanied by appropriate instructions for transfer and such other
      documents as may be reasonably required by the Company, including, if required
      by the Company, an opinion of its counsel to the effect that such transfer
      is
      exempt from the registration requirements of the Securities Act, to establish
      that such transfer is being made in accordance with the terms hereof, and a
      new
      Warrant shall be issued to the transferee and the surrendered Warrant shall
      be
      canceled by the Company.

     

    Section
      3.  Exercise
      of Warrant.
      (a)  Exercise.
      Subject
      to the provisions hereof, the Warrantholder may exercise this Warrant in whole
      or in part at any time commencing on the

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Initial
      Exercise Date and not later than 5:00 P.M., Eastern time, on the Expiration
      Date
      upon surrender of the Warrant, together with delivery of the duly executed
      Warrant Exercise Form attached hereto as Appendix A and payment by cash,
      certified check or wire transfer of funds (or,
      in
      certain circumstances, by cashless exercise as provided in subsection (b) below)
      for
      the
      aggregate Warrant Price for that number of Warrant Shares then being purchased,
      to the Company during normal business hours on any business day at the Company’s
      principal executive offices (or such other office or agency of the Company
      as it
      may designate by notice to the Warrantholder). The Warrant Shares so purchased
      shall be deemed to be issued to the Warrantholder or the Warrantholder’s
      designee, as the record owner of such shares, as of the close of business on
      the
      date on which this Warrant shall have been duly surrendered (or evidence of
      loss, theft or destruction thereof and security or indemnity satisfactory to
      the
      Company), the Warrant Price shall have been paid and the completed Warrant
      Exercise Form shall have been delivered. Certificates for the Warrant Shares
      so
      purchased, representing the aggregate number of shares specified in the Warrant
      Exercise Form, shall be delivered to the Warrantholder within a reasonable
      time,
      not exceeding three (3) business days, after this Warrant shall have been so
      exercised (the “Warrant
      Share Delivery Date”).
      The
      certificates so delivered shall be in such denominations as may be requested
      by
      the Warrantholder and shall be registered in the name of the Warrantholder
      or
      such other name as shall be designated by the Warrantholder. If this Warrant
      shall have been exercised only in part, then, unless this Warrant has expired,
      the Company shall, at its expense, at the time of delivery of such certificates,
      within four (4) business days of exercise, deliver to the Warrantholder a new
      Warrant representing the number of shares with respect to which this Warrant
      shall not then have been exercised. As used herein, “business day” means a day,
      other than a Saturday or Sunday, on which banks in New York City are open for
      the general transaction of business. Each exercise hereof shall constitute
      the
      re-affirmation by the Warrantholder that the representations and warranties
      contained in Section 5 of the Purchase Agreement (as defined below) are true
      and
      correct in all material respects with respect to the Warrantholder as of the
      time of such exercise.

     

    (b)  Cashless
      Exercise.
      (i)
      Notwithstanding any other provision contained herein to the contrary, the
      Warrantholder may elect to receive, without the payment by the Warrantholder
      of
      the aggregate Warrant Price in respect of the shares of Common Stock to be
      acquired, shares of Common Stock equal to the value of this Warrant or any
      portion hereof by the surrender of this Warrant (or such portion of this Warrant
      being so exercised) together with the Net Issue Election Notice annexed hereto
      as Appendix B duly executed, at the office of the Company. The Net Issue
      Election Notice must be received by the Company not more than five (5) business
      days after the date the election is made. Thereupon, the Company shall issue
      to
      the Warrantholder such number of fully paid, validly issued and nonassessable
      shares of Common Stock as is computed using the following formula:

     

    X
      =
Y
      (A -
      B)

    A

     

    where 

     

    X
      = the
      number of shares of Common Stock which the Warrantholder has then requested
      be
      issued to the Warrantholder;

     

    
      
        
        

      

      
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    Y
      = the
      total
      number of shares of Common Stock covered by this Warrant which the Warrantholder
      has surrendered at such time for cashless exercise (including both shares to
      be
      issued to the Warrantholder and shares to be canceled as payment
      therefor);

     

    A
      = the
      average closing “Market Price” of one share of Common Stock for the five (5)
      consecutive business days preceding the date the net issue election is made;
      and

     

    B
      = the
      Warrant Price in effect under this Warrant at the time the net issue election
      is
      made.

     

    (ii)
      For
      the purposes of this Agreement, “Market
      Price”
as
      of a
      particular date (the “Valuation
      Date”)
      shall
      mean the following: (a) if the Common Stock is then listed on a national stock
      exchange, the closing sale price of one share of Common Stock on such exchange
      on the last trading day prior to the Valuation Date; (b) if the Common Stock
      is
      then quoted on The Nasdaq Stock Market, Inc. (“Nasdaq”),
      the
      National Association of Securities Dealers, Inc. OTC Bulletin Board (the
“Bulletin
      Board”)
      or
      such similar exchange or association, the closing sale price of one share of
      Common Stock on Nasdaq, the Bulletin Board or such other exchange or association
      on the last trading day prior to the Valuation Date or, if no such closing
      sale
      price is available, the average of the high bid and the low asked price quoted
      thereon on the last trading day prior to the Valuation Date; or (c) if the
      Common Stock is not then listed on a national stock exchange or quoted on
      Nasdaq, the Bulletin Board or such other exchange or association, the fair
      market value of one share of Common Stock as of the Valuation Date, shall be
      determined in good faith by the Board of Directors of the Company and the
      Warrantholder. If the Common Stock is not then listed on a national securities
      exchange, the Bulletin Board or such other exchange or association, the Board
      of
      Directors of the Company shall respond promptly, in writing, to an inquiry
      by
      the Warrantholder prior to the exercise hereunder as to the fair market value
      of
      a share of Common Stock as determined by the Board of Directors of the Company.
      In the event that the Board of Directors of the Company and the Warrantholder
      are unable to agree upon the fair market value, the Company and the
      Warrantholder shall jointly select an appraiser, who is experienced in such
      matters. The decision of such appraiser shall be final and conclusive, and
      the
      cost of such appraiser shall be borne equally by the Company and the
      Warrantholder. Such adjustment shall be made successively whenever such a
      payment date is fixed.

     

    Section
      4.  Compliance
      with the Securities Act of 1933.
      Except
      as provided in the Purchase Agreement, the Company may cause the legend set
      forth on the first page of this Warrant to be set forth on each Warrant or
      similar legend on any security issued or issuable upon exercise of this Warrant,
      unless counsel for the Company is of the opinion as to any such security that
      such legend is unnecessary.

     

    Section
      5.  Payment
      of Taxes.
      The
      Company will pay any documentary stamp taxes attributable to the initial
      issuance of Warrant Shares issuable upon the exercise of the Warrant; provided,
      however, that the Company shall not be required to pay any tax or taxes which
      may be payable in respect of any transfer involved in the issuance or delivery
      of any certificates for Warrant Shares in a name other than that of the
      Warrantholder in respect of which such shares are issued, and in such case,
      the
      Company shall not be required to issue or deliver any certificate for Warrant
      Shares or any Warrant until the person requesting the same has paid to the
      Company

     

    
      
        
        

      

      
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    the
      amount of such tax or has established to the Company’s reasonable satisfaction
      that such tax has been paid. The Warrantholder shall be responsible for income
      taxes due under federal, state or other law, if any such tax is
      due.

     

    Section
      6.  Mutilated
      or Missing Warrants.
      In case
      this Warrant shall be mutilated, lost, stolen, or destroyed, the Company shall
      issue in exchange and substitution of and upon cancellation of the mutilated
      Warrant, or in lieu of and substitution for the Warrant lost, stolen or
      destroyed, a new Warrant of like tenor and for the purchase of a like number
      of
      Warrant Shares, but only upon receipt of evidence reasonably satisfactory to
      the
      Company of such loss, theft or destruction of the Warrant, and with respect
      to a
      lost, stolen or destroyed Warrant, reasonable indemnity or bond with respect
      thereto, if requested by the Company.

     

    Section
      7.  Reservation
      of Common Stock.
      The
      Company hereby represents and warrants that there have been reserved, and the
      Company shall at all applicable times keep reserved until issued (if necessary)
      as contemplated by this Section 7, out of the authorized and unissued shares
      of
      Common Stock, sufficient shares to provide for the exercise of the rights of
      purchase represented by this Warrant. The Company agrees that all Warrant Shares
      issued upon due exercise of the Warrant shall be, at the time of delivery of
      the
      certificates for such Warrant Shares, duly authorized, validly issued, fully
      paid and non-assessable shares of Common Stock of the Company.

     

    Section
      8.  Adjustments.
      Subject
      and pursuant to the provisions of this Section 8, the Warrant Price and number
      of Warrant Shares subject to this Warrant shall be subject to adjustment from
      time to time as set forth hereinafter.

     

    (a)  If
      the
      Company shall, at any time or from time to time while this Warrant is
      outstanding, pay a dividend or make a distribution on its Common Stock in shares
      of Common Stock, subdivide its outstanding shares of Common Stock into a greater
      number of shares or combine its outstanding shares of Common Stock into a
      smaller number of shares or issue by reclassification of its outstanding shares
      of Common Stock any shares of its capital stock (including any such
      reclassification in connection with a consolidation or merger in which the
      Company is the continuing corporation), then the number of Warrant Shares
      purchasable upon exercise of the Warrant and the Warrant Price in effect
      immediately prior to the date upon which such change shall become effective,
      shall be adjusted by the Company so that the Warrantholder thereafter exercising
      the Warrant shall be entitled to receive the number of shares of Common Stock
      or
      other capital stock which the Warrantholder would have received if the Warrant
      had been exercised immediately prior to such event upon payment of a Warrant
      Price that has been adjusted to reflect a fair allocation of the economics
      of
      such event to the Warrantholder. Such adjustments shall be made successively
      whenever any event listed above shall occur.

     

    (b)  If
      any
      capital reorganization, reclassification of the capital stock of the Company,
      consolidation or merger of the Company with another corporation in which the
      Company is not the survivor, or sale, transfer or other disposition of all
      or
      substantially all of the Company’s assets to another corporation shall be
      effected, then, as a condition of such reorganization, reclassification,
      consolidation, merger, sale, transfer or other disposition, lawful and adequate
      provision shall be made whereby each Warrantholder shall thereafter have the
      right to purchase and receive upon the basis and upon the terms and conditions
      herein specified and in

     

    
      
        
        

      

      
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    lieu
      of
      the Warrant Shares immediately theretofore issuable upon exercise of the
      Warrant, such shares of stock, securities or assets as would have been issuable
      or payable with respect to or in exchange for a number of Warrant Shares equal
      to the number of Warrant Shares immediately theretofore issuable upon exercise
      of the Warrant, had such reorganization, reclassification, consolidation,
      merger, sale, transfer or other disposition not taken place, and in any such
      case appropriate provision shall be made with respect to the rights and
      interests of each Warrantholder to the end that the provisions hereof
      (including, without limitation, provision for adjustment of the Warrant Price)
      shall thereafter be applicable, as nearly equivalent as may be practicable
      in
      relation to any shares of stock, securities or assets thereafter deliverable
      upon the exercise hereof. The Company shall not effect any such consolidation,
      merger, sale, transfer or other disposition unless prior to or simultaneously
      with the consummation thereof the successor corporation (if other than the
      Company) resulting from such consolidation or merger, or the corporation
      purchasing or otherwise acquiring such assets or other appropriate corporation
      or entity shall assume the obligation to deliver to the Warrantholder, at the
      last address of the Warrantholder appearing on the books of the Company, such
      shares of stock, securities or assets as, in accordance with the foregoing
      provisions, the Warrantholder may be entitled to purchase, and the other
      obligations under this Warrant. The provisions of this subsection (b) shall
      similarly apply to successive reorganizations, reclassifications,
      consolidations, mergers, sales, transfers or other dispositions. Notwithstanding
      the provisions of the subsection (b), in the event that (i) holders of Common
      Stock receive only cash for their shares of Common Stock as a result of any
      such
      reorganization, reclassification, consolidation, merger, sale, transfer or
      other
      disposition, or (ii) the surviving entity’s common stock is not registered under
      the Securities Exchange Act of 1934, as amended, not later than one (1) business
      day after the effective date of such reorganization, reclassification,
      consolidation, merger, sale, transfer or other disposition or transaction,
      the
      Warrantholder shall be entitled to receive in full satisfaction of its rights
      under this Warrant an amount in cash (the “Spread”) equal to (x) the difference
      between (A) the per share cash to be received by holders of Common Stock in
      connection with such reorganization, reclassification, consolidation, merger,
      sale, transfer or other disposition and (B) the Warrant Price in effect
      immediately prior to the effective date of such reorganization,
      reclassification, consolidation, merger, sale, transfer or other disposition,
      multiplied by (y) the number of shares of Common Stock for which this Warrant
      is
      exercisable immediately prior to the effective date of such reorganization,
      reclassification, consolidation, merger, sale, transfer or other disposition.
      Upon payment in full of the Spread to the Warrantholder as provided above,
      this
      Warrant shall expire and be of no further force and effect. In the event that
      the Spread is not a positive number, no amount shall be payable to the
      Warrantholder as a result of such reorganization, reclassification,
      consolidation, merger, sale, transfer or other disposition or transaction,
      and
      this Warrant shall expire and be of no further force and effect as of the
      effective date of such reorganization, reclassification, consolidation, merger,
      sale, transfer or other disposition.

     

    (c)  In
      case
      the Company shall fix a record date for the making of a distribution to all
      holders of Common Stock (including any such distribution made in connection
      with
      a consolidation or merger in which the Company is the continuing corporation)
      of
      evidences of indebtedness or assets (other than cash dividends or cash
      distributions payable out of consolidated earnings or earned surplus or
      dividends or distributions referred to in Section 8(a)), or subscription rights
      or warrants, the Warrant Price to be in effect after such record date shall
      be
      determined by multiplying the Warrant Price in effect immediately prior to
      such
      record date by a fraction, the numerator of which shall be the total number
      of
      shares of Common Stock

     

    
      
        
        

      

      
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    outstanding
      multiplied by the Market Price per share of Common Stock immediately prior
      to
      such payment date, less the fair market value (as determined by the Company’s
      Board of Directors in good faith) of said assets or evidences of indebtedness
      so
      distributed, or of such subscription rights or warrants, and the denominator
      of
      which shall be the total number of shares of Common Stock outstanding multiplied
      by such Market Price per share of Common Stock immediately prior to such payment
      date.

     

    (d)  An
      adjustment to the Warrant Price shall become effective immediately after the
      payment date in the case of each dividend or distribution and immediately after
      the effective date of each other event which requires an
      adjustment.

     

    (e)  In
      the
      event that, as a result of an adjustment made pursuant to this Section 8, the
      Warrantholder shall become entitled to receive any shares of capital stock
      of
      the Company other than shares of Common Stock, the number of such other shares
      so receivable upon exercise of this Warrant shall be subject thereafter to
      adjustment from time to time in a manner and on terms as nearly equivalent
      as
      practicable to the provisions with respect to the Warrant Shares contained
      in
      this Warrant.

     

    Section
      9.  Fractional
      Interest.
      The
      Company shall not be required to issue fractions of Warrant Shares upon the
      exercise of this Warrant. If any fractional share of Common Stock would, except
      for the provisions of the first sentence of this Section 9, be deliverable
      upon
      such exercise, the Company, in lieu of delivering such fractional share, shall
      pay to the exercising Warrantholder an amount in cash equal to the Market Price
      of such fractional share of Common Stock on the date of exercise.

     

    Section
      10.  Benefits.
      Nothing
      in this Warrant shall be construed to give any person, firm or corporation
      (other than the Company and the Warrantholder) any legal or equitable right,
      remedy or claim, it being agreed that this Warrant shall be for the sole and
      exclusive benefit of the Company and the Warrantholder.

     

    Section
      11.  Notices
      to Warrantholder.
      Upon
      the happening of any event requiring an adjustment of the Warrant Price and/or
      the Warrant Shares, the Company shall promptly give written notice thereof
      to
      the Warrantholder at the address appearing in the records of the Company,
      stating the adjusted Warrant Price and the adjusted number of Warrant Shares
      resulting from such event and setting forth in reasonable detail the method
      of
      calculation and the facts upon which such calculation is based. Failure to
      give
      such notice to the Warrantholder or any defect therein shall not affect the
      legality or validity of the subject adjustment.

     

    Section
      12.  Identity
      of Transfer Agent.
      The
      Transfer Agent for the Common Stock is American Stock Transfer & Trust
      Company. Upon the appointment of any subsequent transfer agent for the Common
      Stock or other shares of the Company’s capital stock issuable upon the exercise
      of the rights of purchase represented by the Warrant, the Company will mail
      to
      the Warrantholder a statement setting forth the name and address of such
      transfer agent.

     

    Section
      13.  Notices.
      Unless
      otherwise provided, any notice required or permitted under this Warrant shall
      be
      given in writing and shall be deemed effectively given as hereinafter described
      (i) if given by personal delivery, then such notice shall be deemed given upon
      such

     

    
      
        
        

      

      
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    delivery,
      (ii) if given by telex or facsimile, then such notice shall be deemed given
      upon
      receipt of confirmation of complete transmittal, (iii) if given by mail, then
      such notice shall be deemed given upon the earlier of (A) receipt of such notice
      by the recipient or (B) three (3) days after such notice is deposited in first
      class mail, postage prepaid, and (iv) if given by an internationally recognized
      overnight air courier, then such notice shall be deemed given one (1) business
      day after delivery to such carrier. All notices shall be addressed as follows:
      if to the Warrantholder, at its address as set forth in the Company’s books and
      records and, if to the Company, at the address as follows, or at such other
      address as the Warrantholder or the Company may designate by ten (10) days’
advance written notice to the other:

     

    If
      to the
      Company:

     

    Caprius,
      Inc.

    One
      University Plaza

    Hackensack,
      NJ 07601

    Attention:
      Jonathan Joels, CFO

    Fax:
      (201) 342-0991

     

    Section
      14.  Registration
      Rights.
      The
      initial Warrantholder is entitled to include the Warrant Shares in any
      registration statement filed by the Company pursuant to the Registration Rights
      Agreement, dated February 27, 2007, entered into in connection with the
      securities placement by the Company pursuant to a Purchase Agreement, dated
      as
      of February 27, 2007, and any subsequent Warrantholder may be entitled to such
      rights at the discretion of the Company.

     

    Section
      15.  Successors.
      All the
      covenants and provisions hereof by or for the benefit of the Warrantholder
      shall
      bind and inure to the benefit of the Warrantholder and the Company and their
      respective successors, assigns, heirs and administrators. 

     

    Section
      16.  Governing
      Law; Consent to Jurisdiction; Waiver of Jury Trial.
      This
      Warrant shall be governed by, and construed in accordance with, the internal
      laws of the State of New York, without reference to the choice of law provisions
      thereof. The Company and, by accepting this Warrant, the Warrantholder, each
      irrevocably submits to the exclusive jurisdiction of the courts of the State
      of
      New York located in New York County and the United States District Court for
      the
      Southern District of New York for the purpose of any suit, action, proceeding
      or
      judgment relating to or arising out of this Warrant and the transactions
      contemplated hereby. Service of process in connection with any such suit, action
      or proceeding may be served on each party hereto anywhere in the world by the
      same methods as are specified for the giving of notices under this Warrant.
      The
      Company and, by accepting this Warrant, the Warrantholder, each irrevocably
      consents to the jurisdiction of any such court in any such suit, action or
      proceeding and to the laying of venue in such court. The Company and, by
      accepting this Warrant, the Warrantholder, each irrevocably waives any objection
      to the laying of venue of any such suit, action or proceeding brought in such
      courts and irrevocably waives any claim that any such suit, action or proceeding
      brought in any such court has been brought in an inconvenient forum.
EACH
      OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES
      ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS
      WARRANT

     

    
      
        
        

      

      
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    AND
      REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS
      WAIVER.

     

    Section
      17.  No
      Rights as Stockholder.
      Prior
      to the exercise of this Warrant in accordance with Section 3 hereof, the
      Warrantholder shall not have or exercise any rights as a stockholder of the
      Company by virtue of its ownership of this Warrant.

     

    Section
      18.  Amendment;
      Waiver; Reduction of Warrant Price.
      Any
      term of this Warrant may be amended or waived (including the adjustment
      provisions included in Section 8 of this Warrant) upon the written consent
      of
      the Company and the Warrantholder. Notwithstanding the proviso in the
      immediately preceding sentence, to the extent permitted by applicable law,
      the
      Company from time to time may unilaterally reduce the Warrant Price by any
      amount so long as (i) the period during which such reduction is in effect is
      at
      least twenty (20) days, (ii) the reduction is irrevocable during such period
      and
      (iii) the Company's Board of Directors shall have made a determination that
      such
      reduction would be in the best interests of the Company. Whenever the Warrant
      Price is reduced pursuant to the preceding sentence, the Company shall mail
      or
      cause to be mailed to the Warrantholder a notice of the reduction at least
      five
      (5) days prior to the date the reduced Warrant Price is to take effect, which
      notice shall state the reduced Warrant Price and the period during which it
      will
      be in effect.

     

    Section
      19.  Section
      Headings.
      The
      section headings in this Warrant are for the convenience of the Company and
      the
      Warrantholder and in no way alter, modify, amend, limit or restrict the
      provisions hereof.

     

    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed, as
      of
      the 1st
      day of
      March, 2007.

     

    CAPRIUS,
      INC.

    


    


    By:___________________________

    Name:
      Jonathan Joels

    Title:
      Chief Financial Officer

     

    
      
        
        

      

      
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    APPENDIX
      A

    CAPRIUS,
      INC.

    WARRANT
      EXERCISE FORM

     

    To
      Caprius, Inc.:

     

    The
      undersigned hereby irrevocably elects to exercise the right of purchase
      represented by the within Warrant (“Warrant”) for, and to purchase thereunder by
      the payment of the Warrant Price and surrender of the Warrant, _______________
      shares of Common Stock (“Warrant Shares”) provided for therein, and requests
      that certificates for the Warrant Shares be issued as follows: 

     

    


    _______________________________

    Name

    ________________________________

    Address

    ________________________________

    ________________________________

    Federal
      Tax ID or Social Security No.

     

    and
      delivered by (certified
      mail to the above address, or 

    (electronically
      (provide DWAC Instructions:___________________), or 

    (other
      (specify): __________________________________________). 

     

    and,
      if
      the number of Warrant Shares shall not be all the Warrant Shares purchasable
      upon exercise of the Warrant, that a new Warrant for the balance of the Warrant
      Shares purchasable upon exercise of this Warrant be registered in the name
      of
      the undersigned Warrantholder or the undersigned’s Assignee as below indicated
      and delivered to the address stated below.

     

    Dated:
      ___________________, ____

     

    Note:
      The
      signature must correspond with       

    the
      name
      of the Warrantholder as written

    on
      the
      first page of the Warrant in
      every                                        
Signature:______________________________

    particular,
      without alteration or
      enlargement                                  
Name
      (please print)

    or
      any
      change whatever, unless the
      Warrant                                
______________________________

    has
      been
      assigned. 

    ______________________________

    ______________________________

    Address

    ______________________________

    Federal
      Tax Identification or

    Social
      Security No.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Assignee:
      

    _______________________________

    _______________________________

    _______________________________


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    


    APPENDIX
      B

    CAPRIUS,
      INC.

    NET
      ISSUE
      ELECTION NOTICE

     

    To:
      Caprius, Inc.

     

    


     

    Date:[_________________________]

     

    The
      undersigned hereby elects under Section
      3(b)
      of this
      Warrant to surrender the right to purchase [____________] shares of Common
      Stock
      pursuant to this Warrant and hereby requests the issuance of [_____________]
      shares of Common Stock. The certificate(s) for the shares issuable upon such
      net
      issue election shall be issued in the name of the undersigned or as otherwise
      indicated below.

     

     

    _________________________________________

    Signature


     

    _________________________________________

    Name
      for
      Registration


     

    _________________________________________

    Mailing
      Address