APNS 10QSB 9-30-07 Exhibit 4.1


    
      

    


    EXHIBIT
      4.1

    


    EXHIBIT
      A

    


    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 28, 2012 (the “EXPIRATION DATE”).

    


    No.
      ___________

    


    


    

      APPLIED
        NEUROSOLUTIONS, INC.

      


      WARRANT
        TO PURCHASE 6,214,286 SHARES OF

      COMMON
        STOCK, PAR VALUE $0.0025 PER SHARE



    For
      VALUE
      RECEIVED, SF
      Capital Partners Ltd. (“Warrantholder”),
      is
      entitled to purchase, subject to the provisions of this Warrant, from Applied
      NeuroSolutions, 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 $0.19 (the exercise price in effect being
      herein called the “Warrant Price”), 6,214,286 shares (“Warrant Shares”) of the
      Company’s Common Stock, par value $0.0025 per share (“Common Stock”). The number
      of Warrant Shares purchasable upon exercise of this Warrant and the Warrant
      Price shall be subject to adjustment from time to time as described
      herein.

    


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

    


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

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
      3. Exercise
      of Warrant.
      

    


    (a)
      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 the duly executed Warrant exercise form
      attached hereto as Appendix A (the “Exercise Agreement”) and payment by cash,
      certified check or wire transfer of funds for the aggregate Warrant Price for
      that number of Warrant Shares then being purchased, to the Company during normal
      business hours on any business day at the Company’s principal executive offices
      (or such other office or agency of the Company as it may designate by notice
      to
      the Warrantholder). The Warrant Shares so purchased shall be deemed to be issued
      to the Warrantholder or the Warrantholder’s designee, as the record owner of
      such shares, as of the close of business on the date on which this Warrant
      shall
      have been surrendered (or evidence of loss, theft or destruction thereof and
      security or indemnity satisfactory to the Company), the Warrant Price shall
      have
      been paid and the completed Exercise Agreement shall have been delivered.
      Certificates for the Warrant Shares so purchased, representing the aggregate
      number of shares specified in the Exercise Agreement, shall be delivered to
      the
      Warrantholder within a reasonable time, not exceeding four (4) 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. 

    


    If
      by the
      fourth business day following the date this Warrant is duly exercised in
      accordance the preceding paragraph in this Section 3(a), the Company fails
      to
      deliver the required number of Warrant Shares in the manner required pursuant
      to
      this Section 3, and if after such date and prior to the receipt of such Warrant
      Shares, shares of Common Stock are purchased by or for the account of the
      Warrantholder to deliver in satisfaction of a sale by the Warrantholder of
      the
      Warrant Shares which the Warrantholder anticipated receiving upon such exercise
      (a “Buy-In”), then the Company
      shall
      (1) pay in cash to the Warrantholder the amount by which (x) the Warrantholder’s
      total purchase price (including brokerage commissions, if any) for the shares
      of
      Common Stock so purchased exceeds (y) the amount obtained by multiplying (A)
      the
      number of Warrant Shares that the Company was required to deliver to the
      Warrantholder in connection with such exercise by (B) the closing price of
      the
      Common Stock on the date the Exercise Form was delivered and (2) deliver to
      the
      Warrantholder the number of shares of Common Stock that would have been issued
      had the Company timely complied with its exercise and delivery obligations
      hereunder. The Warrantholder shall provide the Company written notice indicating
      the amounts payable to the Warrantholder in respect of the Buy-In.

    


    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 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 that certain
      Stock Purchase Agreement, dated as of September 28, 2007, by and among the
      Company and the Investor named therein (the “Purchase Agreement”) are true and
      correct in all material respects with respect to the Warrantholder as of the
      time of such exercise.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b) Net
      Issue Election.
      The
      Warrantholder may elect to receive, without the payment by the Warrantholder
      of
      any additional consideration, shares 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 as Appendix B duly executed,
      at the office of the Company, during any time period that the Company does
      not
      have an effective registration statement covering the shares to be issued upon
      execution of this warrant, after the Effectiveness Deadline, as described in
      the
      Registration Rights Agreement (Exhibit B). Thereupon, the Company shall issue
      to
      the Warrantholder 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 to be issued to the Warrantholder pursuant to this Section
      3(b).

    


    Y
      = the
      number of shares covered by this Warrant in respect of which the net issue
      election is made pursuant to this Section 3(b).

    


    A
      = the
      VWAP (as
      defined below).

    


    B
      = the
      Purchase Price in effect under this Warrant at the time the net issue election
      is made pursuant to this Section 3(b).

    


    For
      purposes of this Section 3(b), the “VWAP” of a security of the Company as of a
      particular date shall be determined as follows: (i) if traded on a securities
      exchange or through the Nasdaq National Market (“Trading Market”), the
      daily
      volume weighted average price of the Common Stock on the Trading Market on
      which
      the Common Stock is then listed or quoted for trading as reported by Bloomberg
      L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:00 p.m.
      (New York City time) over
      the
      thirty (30) day period ending on
      the
      business day
      immediately
      prior to
      the net issue election; (ii) if traded on the OTC Bulletin Board, the
      volume weighted average price of the Common Stock over
      the
      thirty (30) day period ending on the business day immediately prior to the
      net
      issue election; (iii) if
      the
      Common Stock is not then quoted for trading on the OTC Bulletin Board and if
      prices for the Common Stock are then reported in the “Pink Sheets” published by
      Pink Sheets, LLC (or a similar organization or agency succeeding to its
      functions of reporting prices), the most recent bid price per share of the
      Common Stock so reported; and (iv) if
      there
      is no active public market, the fair market value shall be determined in good
      faith by the Board. The Board shall promptly respond in writing to an inquiry
      by
      the Warrantholder as to the VWAP of the Company’s securities.

    


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

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

    


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

    


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

    


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

    


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

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b) If
      any
      capital reorganization, reclassification of the capital stock of the Company,
      consolidation or merger of the Company with another corporation in which the
      Company is not the survivor, or sale, transfer or other disposition of all
      or
      substantially all of the Company’s assets to another corporation shall be
      effected, then, as a condition of such reorganization, reclassification,
      consolidation, merger, sale, transfer or other disposition, lawful and adequate
      provision shall be made whereby each Warrantholder shall thereafter have the
      right to purchase and receive upon the basis and upon the terms and conditions
      herein specified and in 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 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 closing sale price of one share of Common Stock on
      Nasdaq 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 on Nasdaq or through the OTC Bulletin Board 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 or through the OTC Bulletin Board,
      the fair market value of one share of Common Stock as of the Valuation Date,
      shall be determined in good faith by the Board of Directors of the Company
      and
      the Warrantholder. If the Common Stock is not then listed on a national
      securities exchange or quoted on Nasdaq or through the OTC Bulletin Board,
      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) hereof, 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.

    


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

    


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

    


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

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

    


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

    


    Applied
      NeuroSolutions, Inc.

    50
      Lakeview Parkway

    Vernon
      Hills, Illinois 60061

    Attention:
      Ellen R. Hoffing

    Facsimile:
      (847) 573-8030

    


    With
      a
      copy to:

    


    Eilenberg
      Krause & Paul LLP

    11
      East
      44th
      Street,
      19th Floor, New York, NY 10017

    Attention.:
      Adam D. Eilenberg, Esq.

    Facsimile:
      (212) 986-2399

    


    Section
      14. 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
      15. 
      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
      16. Governing
      Law; Consent to Jurisdiction; Waiver of Jury Trial.
      This
      Warrant shall be governed by, and construed in accordance with, the internal
      laws of the State of New York, without reference to the choice of law provisions
      thereof. The Company and, by accepting this Warrant, the Warrantholder, each
      irrevocably submits to the exclusive jurisdiction of the courts of the State
      of
      New York located in New York County and the United States District Court for
      the
      Southern District of New York for the purpose of any suit, action, proceeding
      or
      judgment relating to or arising out of this Warrant and the transactions
      contemplated hereby. Service of process in connection with any such suit, action
      or proceeding may be served on each party hereto anywhere in the world by the
      same methods as are specified for the giving of notices under this Warrant.
      The
      Company and, by accepting this Warrant, the Warrantholder, each irrevocably
      consents to the jurisdiction of any such court in any such suit, action or
      proceeding and to the laying of venue in such court. The Company and, by
      accepting this Warrant, the Warrantholder, each irrevocably waives any objection
      to the laying of venue of any such suit, action or proceeding brought in such
      courts and irrevocably waives any claim that any such suit, action or proceeding
      brought in any such court has been brought in an inconvenient forum.
EACH
      OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES
      ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS
      WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS
      WAIVER.

     

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

    


    Section
      18. Amendment;
      Waiver.
      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
      6,214,286 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 Investor.

    


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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed, as
      of
      the 28th day of September , 2007.

    


    APPLIED
      NEUROSOLUTIONS, INC.

    


    


    


    By:___________________________

    Name:
      Ellen R. Hoffing

    Title:
      President and CEO

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    APPENDIX
      A

    APPLIED
      NEUROSOLUTIONS, INC.

    WARRANT
      EXERCISE FORM

    


    To
      Applied NeuroSolutions, Inc.:

    


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

    


    _______________________________

    Name

    ________________________________

    Address

    ________________________________

    ________________________________

    Federal
      Tax ID or Social Security No.

    


    and
      delivered by (certified mail to the above address, or (electronically (provide
      DWAC Instructions:___________________), or  (other
      (specify): __________________________________________). and, if the number
      of
      Warrant Shares shall not be all the Warrant Shares purchasable upon exercise
      of
      the Warrant, that a new Warrant for the balance of the Warrant Shares
      purchasable upon exercise of this Warrant be registered in the name of the
      undersigned Warrantholder or the undersigned’s Assignee as below indicated and
      delivered to the address stated below.

    


    


    Dated:
      ___________________, ____

    


    Note:
      The
      signature must correspond with Signature:                      
      ______________________________

    the
      name
      of the Warrantholder as written

    on
      the
      first page of the Warrant in every          
______________________________

    particular,
      without alteration or enlargement          
Name
      (please print)

    or
      any
      change whatever, unless the Warrant 

    has
      been
      assigned.             
______________________________

       
      ______________________________

              
      Address

                   
      ______________________________

                     
      Federal Identification or

                     
      Social Security No.

    


                    
      Assignee: 

                 
      _______________________________

                 
      _______________________________

                 
      _______________________________

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    APPENDIX
      B

    APPLIED
      NEUROSOLUTIONS, INC.

    NET
      ISSUE
      ELECTION NOTICE

    


    


    To:                            Date
            

    


    The
      undersigned hereby elects under Section 3 to surrender the right to purchase
          
      shares
      of Common Stock pursuant to this Warrant. 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