Series E Preferred Stock Purchase Warrant



 Exhibit 4.21 
 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES
ACT OF 1933. 
  
  
  

			
	 Warrant No. PSE1
	  	Number of Shares: 5,536
	 Date of Issuance: February 27, 2004
	  	(subject to adjustment)

 CALIX NETWORKS, INC. 
 Series E Preferred Stock Purchase Warrant 
 Calix Networks, Inc. (the “Company”), for value received, hereby certifies that Greater Bay Bancorp, or its registered assigns (the “Registered Holder”), is entitled, subject to the terms set forth below,
to purchase from the Company, at any time after the date hereof and on or before the Expiration Date (as defined in Section 5 below), up to 5,536 shares of Series E Preferred Stock of the Company (“Preferred Stock”), at a
purchase price of $4.51583245 per share. The shares purchasable upon exercise of this Warrant and the purchase price per share, as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the
“Warrant Stock” and the “Purchase Price,” respectively. 
 This Warrant is issued pursuant to
a Loan and Security Agreement dated as of even date herewith among the Company and the Registered Holder (the “Loan Agreement”). 
 1. Exercise. 
 (a) Manner of Exercise. This Warrant
may be exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase/exercise form appended hereto as Exhibit A duly executed by such Registered Holder or by such Registered Holder’s duly
authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full of the Purchase Price payable in respect of the number of shares of Warrant Stock purchased
upon such exercise. The Purchase Price may be paid by cash, check, wire transfer or by the surrender of promissory notes or other instruments representing indebtedness of the Company to the Registered Holder. 
 (b) Effective Time of Exercise. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the
close of business on the day on which this Warrant shall have been surrendered to the Company as provided in Section 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Stock shall be issuable
upon such exercise as provided in Section 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Stock represented by such certificates. 







 (c) Net Issue Exercise. 
 (i) In lieu of exercising this Warrant in the manner provided above in Section 1(a), the Registered Holder may elect to
receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election on the purchase/exercise form appended hereto as
Exhibit A duly executed by such Registered Holder or such Registered Holder’s duly authorized attorney, in which event the Company shall issue to such Holder a number of shares of Warrant Stock computed using the following formula:

 X= Y (A - B)  
               A 
  

					
	Where	  	X  =	  	The number of shares of Warrant Stock to be issued to the Registered Holder.
			
		  	Y  =	  	The number of shares of Warrant Stock purchasable under this Warrant (at the date of such calculation).
			
		  	A  =	  	The fair market value of one share of Warrant Stock (at the date of such calculation).
			
		  	B  =	  	The Purchase Price (as adjusted to the date of such calculation).

 (ii) For purposes of this Section 1(c), the fair market value of
Warrant Stock on the date of calculation shall mean with respect to each share of Warrant Stock: 
 (A) if the
exercise is in connection with an initial public offering of the Company’s Common Stock, and if the Company’s Registration Statement relating to such public offering has been declared effective by the Securities and Exchange Commission,
then the fair market value shall be the product of (x) the initial “Price to Public” per share specified in the final prospectus with respect to the offering and (y) the number of shares of Common Stock into which each share of
Warrant Stock is convertible at the date of calculation; or 
 (B) if (A) is not applicable, the fair market
value of Warrant Stock shall be at the highest price per share which the Company could obtain on the date of calculation from a willing buyer (not a current employee or director) for shares of Warrant Stock sold by the Company, from authorized but
unissued shares, as determined in good faith by the Board of Directors, unless the Company is at such time subject to an acquisition as described in Section 5(b) below, in which case the fair market value of Warrant Stock shall be deemed to be
the value received by the holders of such stock pursuant to such acquisition. 
 (d) Delivery to Holder. As soon
as practicable after the exercise of this Warrant in whole or in part, and in any event within ten (10) days thereafter, the Company at its expense will cause to be issued in the name of, and delivered to, the Registered Holder, or as such
Holder (upon payment by such Holder of any applicable transfer taxes) may direct: 
  

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 (i) a certificate or certificates for the number of shares of Warrant Stock
to which such Registered Holder shall be entitled, and 
 (ii) in case such exercise is in part only, a new
warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Stock equal (without giving effect to any adjustment therein) to the number of such shares called
for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise as provided in Section 1(a) or 1(c) above. 
 2. Adjustments. 
 (a) Redemption or Conversion of
Preferred Stock. If all of the Preferred Stock is redeemed or converted into shares of Common Stock, then this Warrant shall automatically become exercisable for that number of shares of Common Stock equal to the number of shares of Common
Stock that would have been received if this Warrant had been exercised in full and the shares of Preferred Stock received thereupon had been simultaneously converted into shares of Common Stock immediately prior to such event, and the Exercise Price
shall be automatically adjusted to equal the number obtained by dividing (i) the aggregate Purchase Price of the shares of Preferred Stock for which this Warrant was exercisable immediately prior to such redemption or conversion, by
(ii) the number of shares of Common Stock for which this Warrant is exercisable immediately after such redemption or conversion. 
 (b) Stock Splits and Dividends. If outstanding shares of the Company’s Preferred Stock shall be subdivided into a greater number of shares or a dividend in Preferred Stock shall be paid in respect of Preferred Stock, the
Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced.
If outstanding shares of Preferred Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately
increased. When any adjustment is required to be made in the Purchase Price, the number of shares of Warrant Stock purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the
number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such
adjustment. 
 (c) Reclassification, Etc. In case there occurs any reclassification or change of the outstanding
securities of the Company or of any reorganization of the Company (or any other corporation the stock or securities of which are at the time receivable upon the exercise of this Warrant) or any similar corporate reorganization on or after the date
hereof, then and in each such case the Registered Holder, upon the exercise hereof at any time after the consummation of such reclassification, change, or reorganization shall be entitled to receive, in lieu of the stock or other securities and
property receivable upon the exercise hereof prior to such consummation, the stock or other securities or property to which such Registered Holder would have been entitled

  

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upon such consummation if such Registered Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment pursuant to the provisions of this Section 2.

 (d) Adjustment Certificate. When any adjustment is required to be made in the Warrant Stock or the Purchase
Price pursuant to this Section 2, the Company shall promptly mail to the Registered Holder a certificate setting forth (i) a brief statement of the facts requiring such adjustment, (ii) the Purchase Price after such adjustment and
(iii) the kind and amount of stock or other securities or property into which this Warrant shall be exercisable after such adjustment. 
 (e) Acknowledgement. In order to avoid doubt, it is acknowledged that the holder of this Warrant shall be entitled to the benefit of all adjustments in the number of shares of Common Stock
of the Company issuable upon conversion of the Preferred Stock of the Company which occur prior to the exercise of this Warrant, including without limitation, any increase in the number of shares of Common Stock issuable upon conversion as a result
of a dilutive issuance of capital stock. 
 3. Transfers. 
 (a) Unregistered Security. Each holder of this Warrant acknowledges that this Warrant, the Warrant Stock and the Common Stock
of the Company have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant, any Warrant
Stock issued upon its exercise or any Common Stock issued upon conversion of the Warrant Stock in the absence of (i) an effective registration statement under the Securities Act as to this Warrant, such Warrant Stock or such Common Stock and
registration or qualification of this Warrant, such Warrant Stock or such Common Stock under any applicable U.S. federal or state securities law then in effect, or (ii) an opinion of counsel, satisfactory to the Company, that such registration
and qualification are not required; provided, however, that an opinion of counsel shall not be required if the transfer (A) complies with applicable federal and state securities laws and (B) is to an affiliate of the holder or if there is
no material question as to the availability of current information as referenced in Rule 144(c) of the Securities Act, the holder represents in writing that it has complied with, and that the proposed transfer will not violate, Rule 144(d) and
(e) of the Securities Act in reasonable detail, the selling broker represents in writing that it has complied with Rule 144(f) of the Securities Act, and the Company is provided with a copy of the holder’s notice of proposed sale under
Rule 144(h) of the Securities Act and copies of the aforementioned representations. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect.

 (b) Transferability. Subject to the provisions of Section 3(a) hereof, this Warrant and all rights
hereunder are transferable, in whole or in part, upon surrender of the Warrant with a properly executed assignment (in the form of Exhibit B hereto) at the principal office of the Company provided, however, that this
Warrant may not be transferred in part unless the transferee acquires the right to purchase at least 2,000 shares (as adjusted pursuant to Section 2) of Warrant Stock hereunder. 
  

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 (c) Warrant Register. The Company will maintain a register containing the
names and addresses of the Registered Holders of this Warrant. Until any transfer of this Warrant is made in the warrant register, the Company may treat the Registered Holder of this Warrant as the absolute owner hereof for all purposes;
provided, however, that if this Warrant is properly assigned in blank, the Company may (but shall not be required to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.
Any Registered Holder may change such Registered Holder’s address as shown on the warrant register by written notice to the Company requesting such change. 
 4. No Impairment. The Company will not, by amendment of its charter or through reorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action, avoid or seek
to avoid the observance or performance of any of the terms of this Warrant, but will (subject to Section 13 below) at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary
or appropriate in order to protect the rights of the holder of this Warrant against impairment. 
 5. Termination.
This Warrant (and the right to purchase securities upon exercise hereof) shall terminate upon the earliest to occur of the following (the “Expiration Date”): (a) February 27, 2011 or (b) five (5) years after
the closing of a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act. 
 6. Notices of Certain Transactions. In case: 
 (a) the Company shall take a record of the holders
of its Preferred Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or
purchase any shares of stock of any class or any other securities, or to receive any other right, to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or 
 (b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of
the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the Company,
or 
 (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, or 
 (d) of any redemption of the Preferred Stock or mandatory conversion of the Preferred Stock into Common Stock of the Company, 
 then, and in each such case, the Company will mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be,
(i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation, winding- up, redemption or conversion is to take place, and the time, if any is to be fixed, as of which the

  

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holders of record of Preferred Stock (or such other stock or securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution,
liquidation, winding-up, redemption or conversion) are to be determined. Such notice shall be mailed at least ten (10) days prior to the record date or effective date for the event specified in such notice. 
 7. Representations and Warranties of the Registered Holder. The Registered Holder hereby represents and warrants to the
Company that: 
 (a) Purchase Entirely for Own Account. This Warrant is issued to the Registered Holder in
reliance upon the Registered Holder’s representation to the Company, which by the Registered Holder’s execution of this Warrant, the Registered Holder hereby confirms, that the Preferred Stock to be acquired by the Registered Holder upon
exercise of this Warrant will be acquired for investment for the Registered Holder’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Registered Holder has no present
intention of selling, granting any participation in, or otherwise distributing the same. By executing this Warrant, the Registered Holder further represents that the Registered Holder does not presently have any contract, undertaking, agreement or
arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Preferred Stock. The Registered Holder has not been formed for the specific purpose of acquiring any of the
Preferred Stock. 
 (b) Knowledge. The Registered Holder 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 to acquire the Preferred Stock. 
 (c) Restricted Securities. The Registered Holder understands that the Preferred Stock has not been, and will not be, registered under the Securities Act, by reason of a specific exemption
from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Registered Holder’s representations as expressed herein. The Registered Holder
understands that the Preferred Stock constitutes “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Registered Holder must hold the Preferred Stock indefinitely unless such
Preferred Stock is registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Registered Holder acknowledges that the Company has
no obligation to register or qualify the Preferred Stock for resale. The Registered Holder further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not
limited to, the time and manner of sale, the holding period for the Preferred Stock, and on requirements relating to the Company which are outside of the Registered Holder’s control, and which the Company is under no obligation and may not be
able to satisfy. 
 (d) No Public Market. The Registered Holder understands that no public market now exists for
any of the securities issued by the Company, and that the Company has made no assurances that a public market will ever exist for the Preferred Stock. 
  

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 (e) Legends. The Registered Holder understands that the Preferred Stock, and
any securities issued in respect thereof or exchange therefor, may bear one or all of the following legends: 
 (i) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO
SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”

 (ii) Any legend required by the Blue Sky laws of any state to the extent such laws are applicable to the
shares represented by the certificate so legended. 
 (f) Accredited Investor. The Registered Holder is an
accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. 
 8. Lock-up
Agreement. The Registered Holder hereby agrees that, during the period of duration (up to, but not exceeding, 180 days) specified by the Company and an underwriter of Common Stock or other securities of the Company, following the effective
date of a registration statement of the Company filed under the Securities Act, it shall not, to the extent requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation,
any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of the Company held by it at any time during such period except Common Stock included in such
registration; provided, however, that: 
 (a) such agreement shall be applicable only to the first such
registration statement of the Company which covers Common Stock (or other securities) to be sold on its behalf to the public in an underwritten offering; 
 (b) all officers, directors and five-percent or greater securityholders of the Company enter into similar agreements; 
 (c) the Registered Holder agrees that prior to the Company’s initial public offering it will not transfer the securities of the Company unless each transferee agrees in writing to be bound by all the
provisions of this Section 8; 
 (d) to the extent any officers, directors or five-percent or greater securityholders of
the Company are subsequently released from their obligations under such agreement, the Registered Holder will also be released from its obligations under such agreement to the extent of its pro-rata equivalent; and 
 (e) such agreement shall not apply to any shares of the Company’s Common Stock purchased by such Registered Holder in the
Company’s initial public offering or in the public securities market following such initial public offering. 
  

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 In order to enforce the foregoing covenants, the Company may impose stop- transfer
instructions with respect to the securities of the Registered Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period, and the Registered Holder agrees that, if so requested, such
Registered Holder will execute an agreement in the form provided by the underwriter containing terms which are essentially consistent with the provisions of this Section 8. 
 Notwithstanding the foregoing, the obligations described in this Section 8 shall not apply to a registration relating solely to
employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to an SEC Rule 145 transaction on Form S-4 or similar forms which may be promulgated in the future. 

9. Reservation of Stock. The Company will at all times reserve and keep available, solely for the issuance and delivery
upon the exercise of this Warrant, such shares of Warrant Stock and other stock, securities and property, as from time to time shall be issuable upon the exercise of this Warrant. 
 10. Registration Rights. The Registered Holder shall be entitled, with respect to the shares of Preferred Stock issuable upon
exercise of this Warrant or other securities issued upon conversion of such Preferred Stock as the case may be, to all piggyback registration rights set forth in Section 1.3 of that certain Amended and Restated Investors’ Rights Agreement
dated as of January 10, 2003 (as the same may be amended from time to time, the “Rights Agreement”) and to join in the request for registrations initiated by other Holders (as defined therein) pursuant to Section 1.4 of
the Rights Agreement (as contemplated by subsection 1.4(b) thereof), to the same extent and on the same terms and conditions as possessed by other Holders (as defined therein), and the Registered Holder agrees to be bound by the terms and conditions
of the Rights Agreement. Upon the Company’s request, the Registered Holder shall execute and deliver to the Company a counterpart signature page to the Rights Agreement. 
 11. Exchange of Warrants. Upon the surrender by the Registered Holder of any Warrant or Warrants, properly endorsed, to the
Company at the principal office of the Company, the Company will, subject to the provisions of Section 3 hereof, issue and deliver to or upon the order of such Registered Holder, at the Company’s expense, a new Warrant or Warrants of like
tenor, in the name of such Registered Holder or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of
Preferred Stock called for on the face or faces of the Warrant or Warrants so surrendered. 
 12. Replacement of
Warrants. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if
reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor. 
 13. Mailing of Notices. Any notice required or permitted pursuant to this Warrant shall be in writing and shall be deemed
sufficient upon receipt, when delivered personally or sent

  

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by courier, overnight delivery service or confirmed facsimile, or forty-eight (48) hours after being deposited in the regular mail, as certified or registered mail (airmail if sent
internationally), with postage prepaid, addressed (a) if to the Registered Holder, to the address of the Registered Holder most recently furnished in writing to the Company and (b) if to the Company, to the address set forth below or
subsequently modified by written notice to the Registered Holder. 
 14. No Rights as Stockholder. Until the
exercise of this Warrant, the Registered Holder of this Warrant shall not have or exercise any rights by virtue hereof as a stockholder of the Company. 
 15. No Fractional Shares. No fractional shares of Preferred Stock will be issued in connection with any exercise hereunder. In lieu of any fractional shares which would otherwise be
issuable, the Company shall pay cash equal to the product of such fraction multiplied by the fair market value of one share of Preferred Stock on the date of exercise, as determined in good faith by the Company’s Board of Directors. 

16. Amendment or Waiver. Any term of this Warrant may be amended or waived only by an instrument in writing signed by the
party against which enforcement of the amendment or waiver is sought. 
 17. Headings. The headings in this
Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant. 
 18. Governing Law. This Warrant shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. 
 19. Company Representations. The Company represents and warrants to the Registered Holder that: 
 (a) the Purchase Price referenced on the first page of this Warrant is not greater than the price per share at which the Company’s
Series E Preferred Stock was last issued in an arms-length transaction in which at least $500,000 of such shares were sold, as adjusted for any subsequent stock splits, combinations or the like. 
 (b) all shares of Series E Preferred Stock which may be issued upon the exercise of the purchase right represented by this Warrant, and all
securities, if any, issuable upon conversion of such shares of Series E Preferred Stock, shall, upon issuance, be duly authorized, validly issued, fully paid (assuming full payment by the holder of the Purchase Price for the shares issued) and
nonassessable, and free of any liens and encumbrances except for restrictions on transfer provided for in this Warrant or under applicable federal and state securities laws or any encumbrances placed upon the securities by the holder. 
 20. Information Rights. Upon request by the Registered Holder, the Company shall provide to the Registered Holder the income
statement for the Company’s prior fiscal year as well as a balance sheet and statement of cash flows as of the end of such fiscal year, provided that the Company shall not be required to provide this information with respect to a fiscal year
earlier than 90 days following the conclusion of such year. 
  

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 [Signature Page Follows] 
  

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 The parties have executed this Series E Preferred Stock Purchase Warrant as of the date
first written above. 
  

			
	CALIX NETWORKS, INC.
		
	By:	 	/s/ Carl Russo
		
	Address:	 	1035 N. McDowell Blvd.
Petaluma, CA 94954


  

			
	ACKNOWLEDGED AND AGREED:
	
	GREATER BAY BANCORP
		
	By:	 	/s/ Jon Krogstad
		
	Name:	 	Jon Krogstad
		
	Title:	 	SVP

  

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 EXHIBIT A  
 PURCHASE/EXERCISE FORM 
  

							
	 To:
	 	 Calix Networks, Inc.
	  	Dated:	  	

 The undersigned, pursuant to the provisions set forth in the attached Warrant No.
    , hereby irrevocably elects to (a) purchase              shares of the Preferred Stock covered by such Warrant and herewith makes payment of
$            , representing the full purchase price for such shares at the price per share provided for in such Warrant, or (b) exercise such Warrant for
             shares purchasable under the Warrant pursuant to the Net Issue Exercise provisions of Section 1(c) of such Warrant. 
 The undersigned acknowledges that it has reviewed the Lock Up provisions set forth in Section 8 of the Warrant and agrees to be bound
by such provisions. 
  

			
	Signature: 	 	 



			
		
	Name (print): 	 	 



			
		
	Title (if applic.): 	 	 



			
		
	Company (if applic.): 	 	 









 EXHIBIT B  
 ASSIGNMENT FORM 
 FOR VALUE RECEIVED,
                                         
        hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant with respect to the number of shares of Series E Preferred Stock covered thereby set forth below, unto:

  

					
	 Name of Assignee
	 	 Address/Fax Number
	 	 No. of Shares


  

									
	Dated: 	 	 	 		 	Signature: 	 	 
					
		 		 		 		 	 
					
		 		 		 	Witness: