exv4w5



 





Exhibit 4.5




     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.



     SUBJECT TO THE PROVISIONS OF SECTION 10 HEREOF, THIS WARRANT SHALL BE VOID AFTER 5:00 P.M.
EASTERN TIME ON SEPTEMBER ___, 2012 (THE “EXPIRATION DATE”).


No.                     




UTIX GROUP, INC.




WARRANT TO PURCHASE                      SHARES OF

COMMON STOCK, PAR VALUE $0.001 PER SHARE




     For VALUE RECEIVED,                                          (“Warrantholder”), is entitled to purchase, subject
to the provisions of this Warrant, from UTIX Group, Inc., a Delaware corporation (“Company”), at
any time not later than 5:00 P.M., Eastern time, on the Expiration Date (as defined above), at an
exercise price per share equal to $1.00 (the exercise price in effect being herein called the
“Warrant Price”),                      shares (“Warrant Shares”) of the Company’s Common Stock, par value $0.001
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. This
Warrant is being issued pursuant to the Purchase Agreement, dated as of September ___, 2007 (the
“Purchase Agreement”), among the Company and the initial holders of the Company Warrants (as
defined below). Capitalized terms used herein have the respective meanings ascribed thereto in the
Purchase Agreement unless otherwise defined 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 hereof 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. Subject to the provisions hereof, the Warrantholder
may exercise this Warrant, in whole or in part, at any time prior to its expiration upon surrender
of the Warrant, together with delivery of a duly executed Warrant exercise form, in the form
attached hereto as Appendix A (the “Exercise Agreement”) and payment by cash, certified check or
wire transfer of funds (or, in certain circumstances, by cashless exercise as provided below) of
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 surrendered (or the date evidence of loss, theft or
destruction thereof and security or indemnity satisfactory to the Company has been provided to the
Company), the Warrant Price shall have been paid and the completed Exercise Agreement shall have
been delivered. Certificates for the Warrant Shares so purchased 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 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, as specified in the Exercise Agreement. 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, deliver to the
Warrantholder a new Warrant representing the right to purchase 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 are true and correct in all material respects with respect to the Warrantholder as of the
time of such exercise.



     If (1) a certificate representing the Warrant Shares is not delivered to the Warrantholder
within three (3) Business Days of the due exercise of this Warrant by the Warrantholder and (2)
prior to the time such certificate is received by the Warrantholder, the Warrantholder, or any
third party on behalf of the Warrantholder or for the Warrantholder’s account, purchases (in an
open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale
by the Warrantholder of shares represented by such certificate (a “Buy-In”), then the Company shall
pay in cash to the Warrantholder (for costs incurred either directly by such Warrantholder or on
behalf of a third party) the amount by which the total purchase price paid for Common Stock as a
result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by
such Warrantholder as a result of the sale to which such Buy-In relates. The Warrantholder shall
provide the Company written notice indicating the amounts payable to the Warrantholder in respect
of the Buy-In.



     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



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Warrant to be set forth on each Warrant, and a 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 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
surrender and 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 shall at all times reserve and
keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of
providing for the exercise of the Company Warrants, such number of shares of Common Stock as shall
from time to time equal the number of shares sufficient to permit the exercise of the Company
Warrants in accordance with their respective terms. 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 (i) the Warrant Price in effect immediately prior to the date on
which such change shall become effective shall be adjusted by multiplying such Warrant Price by a
fraction, the numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such change and the denominator of which shall be the



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number of shares of Common Stock outstanding immediately after giving effect to such change and
(ii) the number of Warrant Shares purchasable upon exercise of this Warrant shall be adjusted by
multiplying the number of Warrant Shares purchasable upon exercise of this Warrant immediately
prior to the date on which such change shall become effective by a fraction, the numerator of which
is shall be the Warrant Price in effect immediately prior to the date on which such change shall
become effective and the denominator of which shall be the Warrant Price in effect immediately
after giving effect to such change, calculated in accordance with clause (i) above. Such
adjustments shall be made successively whenever any event listed above shall occur.




          (b) If any capital reorganization or 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 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 paragraph (b) shall similarly apply to successive reorganizations,
reclassifications, consolidations, mergers, sales, transfers or other dispositions.




          (c) In case the Company shall fix a payment 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 payment date shall be determined by
multiplying the Warrant Price in effect immediately prior to such payment date by a fraction, the
numerator of which shall be the total number of shares of Common Stock outstanding multiplied by
the Market Price (as defined below) per share of Common Stock



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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. “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 quotation system or association, the closing sale price of one
share of Common Stock on Nasdaq, the Bulletin Board or such other quotation system 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 quotation system or association, the fair market
value of one share of Common Stock as of the Valuation Date, as 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, Nasdaq the Bulletin Board or such other quotation system 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 in respect of subpart (c) of this paragraph, 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.




          (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.




          (f) Except as provided in subsection (g) hereof, if and whenever the Company shall issue or
sell, or is, in accordance with any of subsections (f)(l) through (f)(7) hereof, deemed to have
issued or sold, any Additional Shares of Common Stock for no consideration or for a consideration
per share less than the Warrant Price in effect immediately prior to the time of such issue or
sale, then and in each such case (a “Trigger Issuance”) the then-existing Warrant Price
shall be reduced, as of the close of business on the effective date of the Trigger Issuance, to a
price determined as follows:




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          Adjusted Warrant Price = (A x B) + D



A+C




                    where



                    “A” equals the number of shares of Common Stock outstanding, including Additional Shares of
Common Stock (as defined below) deemed to be issued hereunder, immediately preceding such Trigger
Issuance;



                    “B” equals the Warrant Price in effect immediately preceding such Trigger Issuance;



                    “C” equals the number of Additional Shares of Common Stock issued or deemed issued hereunder
as a result of the Trigger Issuance; and



                    “D” equals the aggregate consideration, if any, received or deemed to be received by the
Company upon such Trigger Issuance;



          provided, however, that in no event shall the Warrant Price after giving effect to such
Trigger Issuance be greater than the Warrant Price in effect prior to such Trigger Issuance.




          For purposes of this subsection (f), “Additional Shares of Common Stock” shall mean all shares
of Common Stock issued by the Company or deemed to be issued pursuant to this subsection (f), other
than Excluded Issuances (as defined in subsection (g) hereof).




          For purposes of this subsection (f), the following subsections (f)(l) to (f)(7) shall also be
applicable:





     (f)(1) Issuance of Rights or Options. In case at any time the Company shall
in any manner grant (directly and not by assumption in a merger or otherwise) any
warrants or other rights to subscribe for or to purchase, or any options for the
purchase of, Common Stock or any stock or security convertible into or exchangeable
for Common Stock (such warrants, rights or options being called “Options” and such
convertible or exchangeable stock or securities being called “Convertible
Securities”) whether or not such Options or the right to convert or exchange any
such Convertible Securities are immediately exercisable, and the price per share for
which Common Stock is issuable upon the exercise of such Options or upon the
conversion or exchange of such Convertible Securities (determined by dividing (i)
the sum (which sum shall constitute the applicable consideration) of (x) the total
amount, if any, received or receivable by the Company as consideration for the
granting of such Options, plus (y) the aggregate amount of additional consideration
payable to the Company upon the exercise of all such Options, plus (z), in the case
of such Options which relate to Convertible Securities, the aggregate amount of
additional consideration, if any, payable upon the issue or sale of such Convertible
Securities and upon the conversion or



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exchange thereof, by (ii) the total maximum number of shares of Common Stock
issuable upon the exercise of such Options or upon the conversion or exchange of all
such Convertible Securities issuable upon the exercise of such Options) shall be
less than the Warrant Price in effect immediately prior to the time of the granting
of such Options, then the total number of shares of Common Stock issuable upon the
exercise of such Options or upon conversion or exchange of the total amount of such
Convertible Securities issuable upon the exercise of such Options shall be deemed to
have been issued for such price per share as of the date of granting of such Options
or the issuance of such Convertible Securities and thereafter shall be deemed to be
outstanding for purposes of adjusting the Warrant Price. Except as otherwise
provided in subsection 8(f)(3), no adjustment of the Warrant Price shall be made
upon the actual issue of such Common Stock or of such Convertible Securities upon
exercise of such Options or upon the actual issue of such Common Stock upon
conversion or exchange of such Convertible Securities.




     (f)(2) Issuance of Convertible Securities. In case the Company shall in any
manner issue (directly and not by assumption in a merger or otherwise) or sell any
Convertible Securities, whether or not the rights to exchange or convert any such
Convertible Securities are immediately exercisable, and the price per share for
which Common Stock is issuable upon such conversion or exchange (determined by
dividing (i) the sum (which sum shall constitute the applicable consideration) of
(x) the total amount received or receivable by the Company as consideration for the
issue or sale of such Convertible Securities, plus (y) the aggregate amount of
additional consideration, if any, payable to the Company upon the conversion or
exchange thereof, by (ii) the total number of shares of Common Stock issuable upon
the conversion or exchange of all such Convertible Securities) shall be less than
the Warrant Price in effect immediately prior to the time of such issue or sale,
then the total maximum number of shares of Common Stock issuable upon conversion or
exchange of all such Convertible Securities shall be deemed to have been issued for
such price per share as of the date of the issue or sale of such Convertible
Securities and thereafter shall be deemed to be outstanding for purposes of
adjusting the Warrant Price, provided that (a) except as otherwise provided in
subsection 8(f)(3), no adjustment of the Warrant Price shall be made upon the actual
issuance of such Common Stock upon conversion or exchange of such Convertible
Securities and (b) no further adjustment of the Warrant Price shall be made by
reason of the issue or sale of Convertible Securities upon exercise of any Options
to purchase any such Convertible Securities for which adjustments of the Warrant
Price have been made pursuant to the other provisions of subsection 8(f).




     (f)(3) Change in Option Price or Conversion Rate. Upon the happening of any of
the following events, namely, if the purchase price provided for in any Option
referred to in subsection 8(f)(l) hereof, the additional consideration, if any,
payable upon the conversion or exchange of any Convertible Securities referred to in
subsections 8(f)(l) or 8(f)(2), or the rate at which Convertible Securities referred
to in subsections 8(f)(l) or 8(f)(2) are convertible into or exchangeable for



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Common Stock shall change at any time (including, but not limited to, changes under
or by reason of provisions designed to protect against dilution), the Warrant Price
in effect at the time of such event shall forthwith be readjusted to the Warrant
Price which would have been in effect at such time had such Options or Convertible
Securities still outstanding provided for such changed purchase price, additional
consideration or conversion rate, as the case may be, at the time initially granted,
issued or sold. On the termination of any Option for which any adjustment was made
pursuant to this subsection 8(f) or any right to convert or exchange Convertible
Securities for which any adjustment was made pursuant to this subsection 8(f)
(including without limitation upon the redemption or purchase for consideration of
such Convertible Securities by the Company), the Warrant Price then in effect
hereunder shall forthwith be changed to the Warrant Price which would have been in
effect at the time of such termination had such Option or Convertible Securities, to
the extent outstanding immediately prior to such termination, never been issued.




     (f)(4) Stock Dividends. Subject to the provisions of this Section 8(f), in
case the Company shall declare or pay a dividend or make any other distribution upon
any stock of the Company (other than the Common Stock) payable in Common Stock,
Options or Convertible Securities, then any Common Stock, Options or Convertible
Securities, as the case may be, issuable in payment of such dividend or distribution
shall be deemed to have been issued or sold without consideration.




     (f)(5) Consideration for Stock. In case any shares of Common Stock, Options or
Convertible Securities shall be issued or sold for cash, the consideration received
therefor shall be deemed to be the net amount received by the Company therefor,
after deduction therefrom of any expenses incurred or any underwriting commissions
or concessions paid or allowed by the Company in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold
for a consideration other than cash, the amount of the consideration other than cash
received by the Company shall be deemed to be the fair value of such consideration
as determined in good faith by the Board of Directors of the Company, after
deduction of any expenses incurred or any underwriting commissions or concessions
paid or allowed by the Company in connection therewith. In case any Options shall
be issued in connection with the issue and sale of other securities of the Company,
together comprising one integral transaction in which no specific consideration is
allocated to such Options by the parties thereto, such Options shall be deemed to
have been issued for such consideration as determined in good faith by the Board of
Directors of the Company. If Common Stock, Options or Convertible Securities shall
be issued or sold by the Company and, in connection therewith, other Options or
Convertible Securities (the “Additional Rights”) are issued, then the consideration
received or deemed to be received by the Company shall be reduced by the fair market
value of the Additional Rights (as determined using the Black-Scholes option pricing
model or another method mutually agreed to by the Company and the Warrantholder).
The Board of Directors of the Company shall respond promptly,



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in writing, to an inquiry by the Warrantholder as to the fair market value of the
Additional Rights. In the event that the Board of Directors of the Company and the
Warrantholder are unable to agree upon the fair market value of the Additional
Rights, 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 evenly by the Company and
the Warrantholder.




     (f)(6) Record Date. In case the Company shall take a record of the holders of
its Common Stock for the purpose of entitling them (i) to receive a dividend or
other distribution payable in Common Stock, Options or Convertible Securities or
(ii) to subscribe for or purchase Common Stock, Options or Convertible Securities,
then such record date shall be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of
such dividend or the making of such other distribution or the date of the granting
of such right of subscription or purchase, as the case may be.




     (f)(7) Treasury Shares. The number of shares of Common Stock outstanding at
any given time shall not include shares owned or held by or for the account of the
Company or any of its wholly-owned subsidiaries, and the disposition
of any such shares (other than the cancellation or retirement thereof) shall be considered an
issue or sale of Common Stock for the purpose of this subsection (f).



          (g) Anything herein to the contrary notwithstanding, the Company shall not be required to make
any adjustment of the Warrant Price in the case of the issuance of (A) capital stock, Options or
Convertible Securities issued to directors, officers, employees or consultants of the Company in
connection with their service as directors of the Company, their employment by the Company or their
retention as consultants by the Company pursuant to an equity compensation program approved by the
Board of Directors of the Company or the compensation committee of the Board of Directors of the
Company, (B) shares of Common Stock issued upon the conversion or exercise of Options or
Convertible Securities issued prior to the date hereof, provided such securities are not amended
after the date hereof to increase the number of shares of Common Stock issuable thereunder or to
lower the exercise or conversion price thereof, (C) securities issued pursuant to the Purchase
Agreement and securities issued upon the exercise or conversion of those securities, and (D) shares
of Common Stock issued or issuable by reason of a dividend, stock split or other distribution on
shares of Common Stock (but only to the extent that such a dividend, split or distribution results
in an adjustment in the Warrant Price pursuant to the other provisions of this Warrant),
(collectively, “Excluded Issuances”).




          (h) Upon any adjustment to the Warrant Price pursuant to Section 8(f) above, the number of
Warrant Shares purchasable hereunder shall be adjusted by multiplying such number by a fraction,
the numerator of which shall be the Warrant Price in effect immediately prior to such adjustment
and the denominator of which shall be the Warrant Price in effect immediately thereafter.




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          (i) To the extent permitted by applicable law and the listing requirements of any stock market
or exchange on which the Common Stock is then listed, the Company from time to time may decrease
the Warrant Price by any amount for any period of time if the period is at least twenty (20) days,
the decrease is irrevocable during the period and the Board shall have made a determination that
such decrease would be in the best interests of the Company, which determination shall be
conclusive. Whenever the Warrant Price is decreased pursuant to the preceding sentence, the
Company shall provide written notice thereof to the Warrantholder at least five (5) days prior to
the date the decreased Warrant Price takes effect, and such notice shall state the decreased
Warrant Price and the period during which it will be in effect.




     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. Extension of Expiration Date. If the Company fails to cause any
Registration Statement covering Registrable Securities (unless otherwise defined herein,
capitalized terms are as defined in the Registration Rights Agreement relating to the Warrant
Shares (the “Registration Rights Agreement”)) to be declared effective prior to the applicable
dates set forth therein, or if any of the events specified in Section 2(c)(ii) of the Registration
Rights Agreement occurs, and the Blackout Period (whether alone, or in combination with any other
Blackout Period) continues for more than 60 days in any 12 month period, or for more than a total
of 90 days, then the Expiration Date of this Warrant shall be extended one day for each day beyond
the 60-day or 90-day limits, as the case may be, that the Blackout Period continues.



     Section 11. 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 12. Notices to Warrantholder. Upon the happening of any event requiring an
adjustment of the Warrant Price, 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 13. Identity of Transfer Agent. The Transfer Agent for the Common Stock is
Olde Monmouth Stock Transfer. 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.



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     Section 14. 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
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 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 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 days’
advance written notice to the other:


If to the Company:



UTIX Group, Inc.

7 New England Executive Park

Suite 610

Burlington, Massachusetts 01803-2933

Attention: Mark Pover, Chief Financial Officer

Fax: (781) 229-8886



With a copy to:



Cooley Godward Kronish LLP

The Prudential Tower

800 Boylston Street, 46th Floor

Boston, MA 02199

Attn: John Hession

Attn: Marc A. Recht

Fax: (617) 937-2400




     Section 15. Registration Rights. The initial Warrantholder is entitled to the benefit
of certain registration rights with respect to the shares of Common Stock issuable upon the
exercise of this Warrant as provided in the Registration Rights Agreement, and any subsequent
Warrantholder may be entitled to such rights.



     Section 16. Successors. All the covenants and provisions hereof by or for the benefit
of the Warrantholder shall bind and inure to the benefit of its respective successors and assigns
hereunder.



     Section 17. 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



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



     Section 18. Call Provision.



          (a) Subject to the provisions of clauses (b) and (c) below, in the event that the closing bid
price of a share of Common Stock as traded on the Over-the-Counter Bulletin Board (or such other
exchange or stock market on which the Common Stock may then be listed or quoted) equals or exceeds
$2.00 (appropriately adjusted for any stock split, reverse stock split, stock dividend or other
reclassification or combination of the Common Stock occurring after the date hereof) for at least
twenty (20) consecutive trading days during which the Registration Statement (as defined in the
Registration Rights Agreement) has been effective (the “Trading Condition”), the Company,
upon thirty (30) days prior written notice (the “Notice Period”) given to the Warrantholder
within one business day immediately following the end of such twenty (20) trading day period, may
call this Warrant at a redemption price equal to $0.01 per share of Common Stock then purchasable
pursuant to this Warrant; provided that (i) the Company simultaneously calls all Company Warrants
(as defined below) on the same terms, (ii) all of the shares of Common Stock issuable hereunder
either (A) are registered pursuant to an effective Registration Statement (as defined in the
Registration Rights Agreement) which has not been suspended and for which no stop order is in
effect, and pursuant to which the Warrantholder is able to sell such shares of Common Stock at all
times during the Notice Period or (B) no longer constitute Registrable Securities (as defined in
the Registration Rights Agreement) and (iii) this Warrant is fully exercisable for the full amount
of Warrant Shares covered hereby. Notwithstanding any such notice by the Company, the
Warrantholder shall have the right to exercise this Warrant prior to the end of the Notice Period.




          (b) In any three-month period, no more than the lesser of (i) 20% of the aggregate amount of
Warrants initially issued to a Warrantholder or (ii) the number of Warrants held by the
Warrantholder, may be called by the Company and the Company may not call additional Warrants in any
subsequent three-month period unless all the conditions specified in Section 18(a) are again met
(including without limitation, the Trading Condition) at the time that any subsequent call notice
is given.




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          (c) In connection with any transfer or exchange of less than all of this Warrant, the
transferring Warrantholder shall deliver to the Company an agreement or instrument executed by the
transferring Warrantholder and the new Warrantholder allocating between them on whatever basis they
may determine in their sole discretion any subsequent call of this Warrant by the Company, such
that after giving effect to such transfer the Company shall have the right to call the same number
of Warrants that it would have had if the transfer or exchange had not occurred.




     Section 19. Cashless Exercise. Notwithstanding any other provision contained herein
to the contrary, from and after the first anniversary of the Closing Date and so long as the
Company is required under the Registration Rights Agreement to have effected the registration of
the Warrant Shares for resale to the public pursuant to a Registration Statement (as such term is
defined in the Registration Rights Agreement), if the Warrant Shares may not be freely sold to the
public for any reason (including, but not limited to, the failure of the Company to have effected
the registration of the Warrant Shares or to have a current prospectus available for delivery or
otherwise, but excluding the period of any Allowed Delay (as defined in the Registration Rights
Agreement), 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 of equal value to the value of this Warrant, or any specified portion hereof, by the
surrender of this Warrant (or such portion of this Warrant being so exercised) together with a Net
Issue Election Notice, in the form annexed hereto as Appendix B, duly executed, to the Company.
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 to which the Warrantholder is entitled upon such
cashless exercise;



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



               A = the “Market Price” of one share of Common Stock as at 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.



-13-









 





     Section 20. No Rights as Stockholder. Prior to the exercise of this Warrant, the
Warrantholder shall not have or exercise any rights as a stockholder of the Company by virtue of
its ownership of this Warrant.



     Section 21. Amendment; Waiver. This Warrant is one of a series of Warrants of like
tenor issued by the Company pursuant to the Purchase Agreement and initially covering an aggregate
of up to 1,846,154 shares of Common Stock (collectively, the “Company Warrants”). 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 holders of Company Warrants
representing at least 50% of the number of shares of Common Stock then subject to all outstanding
Company Warrants (the “Majority Holders”); provided, that (x) any such amendment or
waiver must apply to all Company Warrants; and (y) the number of Warrant Shares subject to this
Warrant, the Warrant Price and the Expiration Date may not be amended, and the right to exercise
this Warrant may not be altered or waived in any manner adverse to the Warrantholder, without the
written consent of the Warrantholder.



     Section 22. 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.



-14-









 





     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed, as of the ___ day
of September, 2007.



	 	 	 	 	 
	 	UTIX GROUP, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



-15-









 






	 	 	 	 	 



APPENDIX A

UTIX GROUP, INC.

WARRANT EXERCISE FORM




To UTIX Group, 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:                                         , ____ 	Signature:  	 	 
	 



	 	 	 
	Note: The signature must correspond with
the name of the Warrantholder as written
on the first page of the Warrant in every
particular, without alteration or enlargement or any change whatever, unless the Warrant
has been assigned.

	 	
 
Name (please print)
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 

	 	Address
	 
	 	 
	 

	 	 
	 

	 	Federal Identification or
Social Security No.
	 
	 	 
	 

	 	Assignee:
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 





 









 






APPENDIX B
UTIX GROUP, INC.
NET ISSUE ELECTION NOTICE


To: UTIX Group, Inc.



Date: [                                        ]




     The undersigned hereby elects under Section 19 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