Common Stock Warrant



 Exhibit 10.53 
  
 THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”). SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM. HEALTHETECH, INC. MAY REQUIRE AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT THAT A PROPOSED TRANSFER OR SALE
IS IN COMPLIANCE WITH THE ACT. 
  
 HEALTHETECH, INC.

  
 COMMON STOCK PURCHASE WARRANT 
  

	Warrant No. CS-[            ]	 	             Shares
	             , 2003
	 	 

  
 1. Issuance.
For value received, this Warrant is issued to [HOLDER], by HEALTHETECH, INC., a Delaware corporation (hereinafter with its successors called the “Company”),
pursuant to the terms of that certain Securities Purchase Agreement dated             , 2003. 
  

2. Purchase Price; Number of Shares. The registered holder of this Warrant (the “Holder”), commencing on the date hereof, is
entitled upon surrender of this Warrant with the subscription form annexed hereto duly executed, at the principal office of the Company, to purchase from the Company [            
(            )] fully paid and nonassessable shares (the “Shares”) of common stock, $.001 par value per share, of the Company (the “Common Stock”),
at a price per share of $[            ] (the “Purchase Price”). Until such time as this Warrant is exercised in full or expires, the Purchase Price and the
securities issuable upon exercise of this Warrant are subject to adjustment as hereinafter provided. The person or persons under whose name or names any certificate representing shares of Common Stock is issued hereunder shall be deemed to have
become the holder of record of the shares represented thereby as at the close of business on the date this Warrant is exercised with respect to such shares, whether or not the transfer books of the Company shall be closed. 
  
 3. Payment of Purchase Price. The Purchase Price may be paid (i) in
cash or by check; (ii) by the surrender by the Holder to the Company of any promissory notes or other obligations issued by the Company, with all such notes and obligations so surrendered being credited against the Purchase Price in an amount equal
to the principal amount thereof plus accrued interest to the date of surrender; or (iii) by any combination of the foregoing. 
  
 4. Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common
Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the 

  

 1. 








 
Company. Thereupon, the Company shall issue to the Holder such number of fully paid 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 to be issued to the Holder pursuant to this Section 4.

	 	  	Y =	  	 the number of shares of Common Stock covered by this Warrant in respect of which the net issue election is made pursuant
to this Section 4.

	 	  	A =	  	 the Fair Market Value (defined below) of one share of Common Stock, as determined at the time the net issue election is
made pursuant to this Section 4.

	 	  	B =	  	 the Purchase Price per Share in effect under this Warrant at the time the net issue election is made pursuant to this
Section 4.


  
 “Fair Market Value” of a
share of Common Stock as of a particular date (the “Determination Date”) shall mean the average of the closing or last reported sale prices of the Common Stock as reported on the Nasdaq National Market over the 30-day period ending five
business days prior to the Determination Date; provided, however, that if (i) the Common Stock is neither traded on the Nasdaq National Market nor on a national securities exchange, then Fair Market Value shall be the average of the closing
or last reported sale prices of the Common Stock over the 30-day period ending five business days prior to the Determination Date reflected in the over-the-counter market, as reported by the National Quotation Bureau, Inc. or any organization
performing a similar function, or if closing prices are not then routinely reported for the over-the-counter market, the average of the last bid and asked prices of the Common Stock over the 30-day period ending five business days prior to the
Determination Date and (ii) if there is no public market for the Common Stock, then Fair Market Value shall be determined in good faith by the Company’s Board of Directors. 
  
 5. Partial Exercise. This Warrant may be exercised in part, and the Holder shall be entitled to receive a new
warrant, which shall be dated as of the date of this Warrant, covering the number of shares in respect of which this Warrant shall not have been exercised. 
  
 6. Fractional Shares. In no event shall any fractional share of Common Stock be issued upon any exercise of this Warrant. If, upon exercise of this
Warrant as an entirety, the Holder would, except as provided in this Section 6, be entitled to receive a fractional share of Common Stock, then the Company shall pay in lieu thereof, the Fair Market Value of such fractional share in cash.

  
 7. Expiration Date; Early Termination. 
  

 2. 








 (a) Except as otherwise set forth in this Section 7, this Warrant shall expire on the close of
business on                          , 2013 (the “Expiration Date”), and shall be void thereafter. 

 
 (b) In the event of, at any time prior to the Expiration Date, any
capital reorganization, or any reclassification of the capital stock of the Company (other than as a result of a stock dividend or subdivision, split-up or combination of shares), or the consolidation or merger of the Company with or into another
corporation, or the sale or other disposition of all or substantially all the properties and assets of the Company in its entirety to any other person, the Company shall provide to the Holder fifteen (15) days advance written notice of such public
offering, reorganization, reclassification, consolidation, merger or sale or other disposition of the Company’s assets, and this Warrant shall terminate unless exercised prior to the occurrence of such reorganization, reclassification,
consolidation, merger or sale or other disposition of the Company’s assets. 
  
 8. Reserved Shares; Valid Issuance. The Company covenants that it will at all times from and after the date hereof reserve and keep available such number of its authorized shares of Common Stock, free from all
preemptive or similar rights therein, as will be sufficient to permit the exercise of this Warrant in full into shares of Common Stock upon such exercise. The Company further covenants that such shares as may be issued pursuant to such exercise
will, upon issuance, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof. 
  

9. Adjustment of Purchase Price and Number of Shares. 
  

(a) Stock Splits and Dividends. If after the date hereof the Company shall subdivide the Common Stock, by split-up or otherwise, or combine the
Common Stock, or issue additional shares of Common Stock in payment of a stock dividend on the Common Stock, the number of shares of Common Stock issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a
subdivision or stock dividend, or proportionately decreased in the case of a combination, and the Purchase Price shall forthwith be proportionately decreased in the case of a subdivision or stock dividend, or proportionately increased in the case of
a combination. 
 (b) Sale of Shares Below Purchase Price. 
  
 (i) If after the date hereof the Company issues or sells, or is deemed by the express provisions of this Section 9(b) to
have issued or sold, Additional Shares of Common Stock (as defined below), other than as provided in Section 9(a) above, for an Effective Price (as defined below) less than the then effective Purchase Price (a “Qualifying Dilutive
Issuance”), then and in each such case, the then existing Purchase Price shall be reduced, as of the opening of business on the date of such issue or sale, to a price determined by multiplying the Purchase Price in effect immediately prior to
such issuance or sale by a fraction equal to: 
  
 (A) the
numerator of which shall be (A) the number of shares of Common Stock deemed outstanding (as determined below) immediately prior to such issue or sale, plus (B) the number of shares of Common Stock which the Aggregate Consideration (as 

  

 3. 








 
defined below) received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such then-existing Purchase
Price, and 
  
 (B) the denominator of which shall be the number
of shares of Common Stock deemed outstanding (as determined below) immediately prior to such issue or sale plus the total number of Additional Shares of Common Stock so issued. 
  
 For the purposes of the preceding sentence, the number of shares of Common Stock deemed to be outstanding as of a given date
shall be the sum of (A) the number of shares of Common Stock outstanding, and (B) the number of shares of Common Stock which could be obtained through the exercise or conversion of all other rights, options and convertible securities outstanding on
the day immediately preceding the given date. 
  
 (ii) No
adjustment shall be made to the Purchase Price in an amount less than five cents per share. Any adjustment otherwise required by this Section 9(b) that is not required to be made due to the preceding sentence shall be included in any subsequent
adjustment to the Purchase Price. 
  
 (iii) For the purpose of
making any adjustment required under this Section 9(b), the aggregate consideration received by the Company for any issue or sale of securities (the “Aggregate Consideration”) shall be defined as: (A) to the extent it consists of cash, be
computed at the net amount of cash received by the Company after deduction of any underwriting or similar commissions, compensation or concessions paid or allowed by the Company in connection with such issue or sale but without deduction of any
expenses payable by the Company, (B) to the extent it consists of property other than cash, be computed at the fair value of that property as determined in good faith by the Board, and (C) if Additional Shares of Common Stock, Convertible Securities
(as defined below) or rights or options to purchase either Additional Shares of Common Stock or Convertible Securities are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both,
be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board to be allocable to such Additional Shares of Common Stock, Convertible Securities or rights or options. 
  
 (iv) For the purpose of the adjustment required under this Section 9(b), if
the Company issues or sells (x) Preferred Stock or other stock, options, warrants, purchase rights or other securities convertible into, Additional Shares of Common Stock (such convertible stock or securities being herein referred to as
“Convertible Securities”) or (y) rights or options for the purchase of Additional Shares of Common Stock or Convertible Securities, and if the Effective Price of such Additional Shares of Common Stock is less than the Purchase Price, in
each case the Company shall be deemed to have issued at the time of the issuance of such rights or options or Convertible Securities the maximum number of Additional Shares of Common Stock issuable upon exercise or conversion thereof and to have
received as consideration for the issuance of such shares an amount equal to the total amount of the consideration, if any, received by the Company for the issuance of such rights or options or Convertible Securities plus: 
  

 4. 








 (A) in the case of such rights or options, the minimum amounts of consideration, if any, payable to the
Company upon the exercise of such rights or options; and 
  
 (B)
in the case of Convertible Securities, the minimum amounts of consideration, if any, payable to the Company upon the conversion thereof (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities);
provided that if the minimum amounts of such consideration cannot be ascertained, but are a function of antidilution or similar protective clauses, the Company shall be deemed to have received the minimum amounts of consideration without
reference to such clauses. 
  
 If the minimum amount of
consideration payable to the Company upon the exercise or conversion of rights, options or Convertible Securities is reduced over time or on the occurrence or non-occurrence of specified events other than by reason of antidilution adjustments, the
Effective Price shall be recalculated using the figure to which such minimum amount of consideration is reduced; provided further, that if the minimum amount of consideration payable to the Company upon the exercise or conversion of such
rights, options or Convertible Securities is subsequently increased, the Effective Price shall be again recalculated using the increased minimum amount of consideration payable to the Company upon the exercise or conversion of such rights, options
or Convertible Securities. 
  
 No further adjustment of the
Purchase Price, as adjusted upon the issuance of such rights, options or Convertible Securities, shall be made as a result of the actual issuance of Additional Shares of Common Stock or the exercise of any such rights or options or the conversion of
any such Convertible Securities. If any such rights or options or the conversion privilege represented by any such Convertible Securities shall expire without having been exercised, the Purchase Price as adjusted upon the issuance of such rights,
options or Convertible Securities shall be readjusted to the Purchase Price which would have been in effect had an adjustment been made on the basis that the only Additional Shares of Common Stock so issued were the Additional Shares of Common
Stock, if any, actually issued or sold on the exercise of such rights or options or rights of conversion of such Convertible Securities, and such Additional Shares of Common Stock, if any, were issued or sold for the consideration actually received
by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised, plus the consideration received for issuing or selling the Convertible
Securities actually converted, plus the consideration, if any, actually received by the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) on the conversion of such Convertible Securities.

  
 (v) For the purpose of making any adjustment to the Purchase
Price required under this Section 9(b), “Additional Shares of Common Stock” shall mean all shares of Common Stock issued by the Company or deemed to be issued pursuant to this Section 9(b) (including shares of Common Stock subsequently
reacquired or retired by the Company), other than: 
  
 (A) shares
of Common Stock or Convertible Securities issued after the date hereof to employees, officers or directors of, or consultants or advisors to the 

  

 5. 








 
Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board; 
  
 (B) shares of Common Stock issued pursuant to the exercise and/or conversion
of (x) Convertible Securities outstanding as of the date hereof or (y) Convertible Securities issued pursuant to any of subsections (A) through (F) of this clause (v); 
  
 (C) shares of Common Stock or Convertible Securities issued for consideration other than cash pursuant to a merger,
consolidation, acquisition, strategic alliance or similar business combination approved by the Board; 
  
 (D) shares of Common Stock or Convertible Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement or
debt financing from a bank or similar financial institution approved by the Board; 
  
 (E) shares of Common Stock or Convertible Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company; and 
  
 (F) shares of Common Stock or Convertible Securities issued in connection
with strategic transactions involving the Company and other entities, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that the issuance of
shares therein has been approved by the Company’s Board. 
  
 References to Common Stock in the subsections of this clause (v) above shall mean all shares of Common Stock issued by the Company or deemed to be issued pursuant to this Section 9(b). The “Effective Price” of Additional Shares of
Common Stock shall mean the quotient determined by dividing the total number of Additional Shares of Common Stock issued or sold, or deemed to have been issued or sold by the Company under this Section 9(b), into the Aggregate Consideration
received, or deemed to have been received by the Company for such issue under this Section 9(b), for such Additional Shares of Common Stock. 
  
 (vi) In the event that the Company issues or sells, or is deemed to have issued or sold, Additional shares of Common Stock in a Qualifying Dilutive
Issuance (the “First Dilutive Issuance”), then in the event that the Company issues or sells, or is deemed to have issued or sold, Additional Shares of Common Stock in a Qualifying Dilutive Issuance other than the First Dilutive Issuance
pursuant to the same instruments as the First Dilutive Issuance (a “Subsequent Dilutive Issuance”), then and in each such case upon a Subsequent Dilutive Issuance the Purchase Price shall be reduced to the Purchase Price that would have
been in effect had the First Dilutive Issuance and each Subsequent Dilutive Issuance all occurred on the closing date of the First Dilutive Issuance. 
  
 (c) Certificate of Adjustment. In each case of an adjustment or readjustment of the Purchase Price, the Company, at its expense, shall compute such
adjustment or readjustment in accordance with the provisions hereof and prepare a certificate showing such 

  

 6. 








 
adjustment or readjustment, and shall mail such certificate, by first class mail, postage prepaid, to the Holder at the Holder’s address as shown in the
Company’s books. The certificate shall set forth such adjustment or readjustment, showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (i) the consideration received or deemed to be received
by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued or sold, (ii) the Purchase Price at the time in effect, and (iii) the number of Additional Shares of Common Stock. 
  
 10. Notices of Record Date, Etc. In the event of: 

 
 (a) any taking by the Company of a record of the holders of any
class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase, sell or otherwise acquire or dispose of any shares of stock of any class
or any other securities or property, or to receive any other right; 
  
 (b) any reclassification of the capital stock of the Company, capital reorganization of the Company, consolidation or merger involving the Company, or sale or conveyance of all or substantially all of its assets; or 
  
 (c) any voluntary or involuntary dissolution, liquidation or
winding-up of the Company; 
  
 then in each such event the Company will provide or
cause to be provided to the Holder a written notice thereof. Such notice shall be provided at least fifteen (15) calendar days prior to the date specified in such notice on which any such action is to be taken. 
  
 11. Representations, Warranties and Covenants. This Warrant is issued
and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: 
  
 (a) The Company has all necessary authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has
been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or
other similar laws of general application affecting the enforcement of the Holder’s rights or by general equity principals or public policy concerns. 
  
 (b) The shares of Common Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and,
when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. 
  
 12. Amendment and Waiver. The terms of this Warrant may be amended, modified or waived only with the written consent of the party against which
enforcement of the same is sought. 
  

 7. 








 13. Representations and Covenants of the Holder. This Common Stock Purchase Warrant has been
entered into by the Company in reliance upon the following representations and covenants of the Holder, which by its execution hereof the Holder hereby confirms: 
  
 (a) The Holder is an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as
amended (the “Securities Act”), and the Holder is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved
in the purchase of the Shares and the Warrant, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an
informed decision to purchase the Warrant; 
  
 (b) The
Holder is acquiring the Warrant in the ordinary course of its business and for its own account for investment only and with no present intention of distributing the Warrant or any of the Shares or any arrangement or understanding with any other
persons regarding the distribution of the Warrant or the Shares; and 
  
 (c) The Holder will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) the Warrant or any of the Shares except in
compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder. 
  
 14. Notices, Transfers, Etc. 
  
 (a) Any notice or written communication required or permitted to be given to the Holder may be given by certified mall or delivered to the Holder
at the address most recently provided by the Holder to the Company. 
  
 (b) Subject to compliance with applicable federal and state securities laws, this Warrant may be transferred by the Holder with respect to any or all of the shares purchasable hereunder. Upon surrender of this Warrant to the Company,
together with the assignment notice annexed hereto duly executed, for transfer of this Warrant as an entirety by the Holder, the Company shall issue a new warrant of the same denomination to the assignee. Upon surrender of this Warrant to the
Company, together with the assignment hereof properly endorsed, by the Holder for transfer with respect to a portion of the shares of Common Stock purchasable hereunder, the Company shall issue a new warrant to the assignee, in such denomination as
shall be requested by the Holder hereof, and shall issue to such Holder a new warrant covering the number of shares in respect of which this Warrant shall not have been transferred. 
  
 (c) In case this Warrant shall be mutilated, lost, stolen or destroyed, the Company shall issue a new warrant of like
tenor and denomination and deliver the same (i) in exchange and substitution for and upon surrender and cancellation of any mutilated Warrant or (ii) in lieu of any Warrant lost, stolen or destroyed, upon receipt of an affidavit of the Holder or
other evidence reasonably satisfactory to the Company of the loss, theft or destruction of such Warrant and an indemnification of loss by the Holder in favor of the Company. 
  

 8. 








 15. Transfer to Comply with the Securities Act of 1933. This Warrant may not be exercised and
neither this Warrant nor any of the Shares, nor any interest in either, may be offered, sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, in whole or in part, except in compliance with applicable
United States federal and state securities laws and the terms and conditions hereof. Each Warrant shall bear a legend in substantially the same form as the legend set forth on the first page of this Warrant. Each certificate for Shares issued upon
exercise of this Warrant, unless at the time of exercise such Shares are acquired pursuant to a registration statement that has been declared effective under the Securities Act and applicable blue sky laws, shall bear a legend substantially in the
following form: 
  

	“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).
SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM. HEALTHETECH, INC. MAY REQUIRE AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT THAT A PROPOSED TRANSFER OR SALE IS IN COMPLIANCE WITH THE
ACT.”

  
 Any certificate for
any Shares issued at any time in exchange or substitution for any certificate for any Shares bearing such legend (except a new certificate for any Shares issued after the acquisition of such Shares pursuant to a registration statement that has been
declared effective under the Securities Act) shall also bear such legend unless, in the opinion of counsel for the Company, the Shares represented thereby need no longer be subject to the restriction contained herein. The provisions of this Section
15 shall be binding upon all subsequent holders of certificates for Shares bearing the above legend and all subsequent holders of this Warrant, if any. 
  

16. Rights of Holder. Holder shall not, by virtue hereof, be entitled to any rights of a stockholder of the Company, either at law or equity,
and the rights of Holder are limited to those expressed in this Warrant. Nothing contained in this Warrant shall be construed as conferring upon Holder hereof the right to vote or to consent or to receive notice as a stockholder of the Company on
any matters or with respect to any rights whatsoever as a stockholder of the Company. No dividends or interest shall be payable or accrued in respect of this Warrant or the interest represented hereby or the Shares purchasable hereunder until, and
only to the extent that, this Warrant shall have been exercised in accordance with its terms. 
  
 17. No Impairment. Except and to the extent as waived or consented to by the Holder, the Company will not, by amendment of its Amended and Restated Certificate of Incorporation or through any reclassification,
capital reorganization, consolidation, merger, sale or conveyance of assets, dissolution, liquidation, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance of performance of any of the terms of this
Warrant, 

  

 9. 








 
but will 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. 
  
 18. Governing
Law. The provisions and terms of this Warrant shall be governed by and construed in accordance with the internal laws of the State of Colorado. 
  
 19. Successors and Assigns. This Warrant shall be binding upon the Company’s successors and assigns and shall inure to the benefit of
the Holder’s successors, legal representatives and permitted assigns. 
  
 20. Business Days. If the last or appointed day for the taking of any action required or the expiration of any rights granted herein shall be a Saturday or Sunday or a legal holiday in California, then
such action may be taken or right may be exercised on the next succeeding day which is not a Saturday or Sunday or such a legal holiday. 
  

 10. 








 IN WITNESS WHEREOF, the Company has duly caused this
Warrant to be signed by its duly authorized officer and to be dated as of the date first written above. 
  

	 Company:

	
	 HEALTHETECH, INC.

		
	 By:
	 	  


	 Name
	 	  


	 Title:
	 	  




  
  

 11. 








 NOTICE OF EXERCISE 
  

	(1)	The undersigned hereby: 

  

	 	[        ]	elects to purchase              shares of Common Stock of the Company pursuant to the terms of the attached
Warrant, and tenders herewith payment of the purchase price of such shares in full, together with all applicable transfer taxes, if any. 

  

	 	[        ]	elects to exercise its net issuance rights pursuant to Section 4 of the attached Warrant with respect to
             shares of Common Stock, and shall tender payment of all applicable transfer taxes, if any. 

  

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


  

	  


	(Name)
	
	  


	
	  


	
	  


	(Address)

  

	(3)	The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with,
the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. 

  

	
	    	

	(Date)	    	(Signature)
			
	 	  	 	    	

	 	  	 	    	(Print name)








 ASSIGNMENT 
  
 For value received
                                        
                                        
                                        
                             hereby sells,
assigns and transfers unto______________________________________________________________________________________________ 
  

	_________________________________________________________________________________________________________ 

 [Please print or type the name and address of Assignee] 
  
 _________________________________________________________________________________________________________ 
  
 the within Warrant, and does hereby irrevocably constitute and appoint
                                        
     its attorney to transfer the within Warrant on the books of the within named Company with full power of substitution on the premises. 
  

	DATED: ____________________________________	 	 	 	                                      
                                        
                                        
 
			
	 IN THE PRESENCE OF: _________________________
	 	 	 	 
			
	 	 	 	 	 

  

 13.