** **

**Exhibit 10.4**

 

Warrant Agreement with DentalAdvisors dated September 14, 2001

 

 

 

**WARRANT AGREEMENT**

 

This WARRANT AGREEMENT (this"Agreement") is made and entered into

asof September 14, 2001, between REMEDENT USA, INC., a Nevada corporation (the"Company") and Dental Advisors, a Nebraska corporation("Holder").

 

# **R E C I T A L S**

 

WHEREAS, the Company proposes to issueto Holder 442,000 warrants (the "Warrants"), each such Warrantentitling the holder thereof to purchase one share of Common Stock of the Company(the "Exercise Shares," "Shares," or the "CommonStock"); and

 

WHEREAS, the Warrants which are the subjectof this Agreement will be issued by the Company to Holder as part ofconsideration payable to Holder in connection with an investment by the Holderinto the Company pursuant to a Securities Purchase Agreement on even dateherewith.

 

## NOW, THEREFORE,in consideration of the premises and the mutual agreements herein set forth,the Parties hereto agree as follows:

 

### A G R E E M E N T

 

1.             WarrantCertificates.  The warrant certificatesto be delivered pursuant to this Agreement (the "WarrantCertificates") shall be in the form set forth in Exhibit A, attachedhereto and made a part hereof, with such appropriate insertions, omissions,substitutions and other variations as are required or permitted by this WarrantAgreement.

 

2.             Rightto Exercise Warrants.  Each Warrant maybe exercised from the date of this Agreement until 5:00 P.M. (Pacific time) onSeptember 14, 2006 (the "Expiration Date").

 

Each Warrant not exercised on or before theExpiration Date shall expire.  EachWarrant shall entitle its holder to purchase from the Company one share ofCommon Stock at an exercise price of $0.25 per share, subject to adjustment asset forth below ("Exercise Price").

 

The Company shall not be required to issuefractional shares of capital stock upon the exercise of this Warrant or todeliver Warrant Certificates, which evidence fractional shares of capitalstock.  In the event that a fraction ofan Exercise Share would, except for the provisions of this paragraph 2, beissuable upon the exercise of this Warrant, the Company shall pay to the

Holderexercising the Warrant an amount in cash equal to such fraction multiplied bythe current market value of the Exercise Share.  For purposes of this Agreement, the current market value shall bedetermined as follows:

 

                                (a)           if the Exercise Shares are traded inthe over-the-counter market and not on any national securities exchange and notin the NASDAQ Reporting System, the average of the mean between the last bidand asked prices per share, as reported by the National Quotation Bureau, Inc.,or an equivalent generally accepted reporting service, for the last businessday prior to the date on which this Warrant is exercised, or, if not soreported, the average of the closing bid and asked prices for an Exercise Shareas furnished to the Company by any member of the National Association ofSecurities Dealers, Inc., selected by the Company for that purpose.

                                (b)           if the Exercise Shares are listed ortraded on a national securities exchange or in the NASDAQ Reporting System, theclosing price on the principal national securities exchange on which they areso listed or traded or in the NASDAQ Reporting System, as the case may be, onthe last business day prior to the date of the exercise of this Warrant.  The closing price referred to in this Clause(b) shall be the last reported sales price or, in case no such reported saletakes place on such day, the average of the reported closing bid and askedprices, in either case on the national securities exchange on which theExercise Shares are then listed or in the NASDAQ Reporting System; or

 

                                (c)           if no such closing price or closingbid and asked prices are available, as determined in any reasonable manner asmay be prescribed by the Board of Directors of the Company.

 

3.             Mutilatedor Missing Warrant Certificates.  Incase any of the Warrant Certificates shall be mutilated, lost, stolen ordestroyed prior to its expiration date, the Company shall issue and deliver, inexchange and substitution for and upon cancellation of the mutilated WarrantCertificate, or in lieu of and in substitution for the Warrant Certificatelost, stolen or destroyed, a new Warrant Certificate of like tenor and representingan equivalent right or interest.

 

4.             Reservationof Shares.  The Company will at alltimes reserve and keep available, free from preemptive rights, out of theaggregate of its authorized but unissued Shares or its authorized and issuedShares held in its treasury for the purpose of enabling it to satisfy itsobligation to issue Shares upon exercise of Warrants, the full number of Sharesdeliverable upon the exercise of all outstanding Warrants.

 

The Company covenants that all Shares whichmay be issued upon exercise of Warrants will be validly issued, fully paid andnonassessable outstanding Shares of the Company.

 

5.             Rightsof Holder.  The Holder shall not, byvirtue of anything contained in this Warrant Agreement or otherwise, prior toexercise of this Warrant, be entitled to any right whatsoever, either in law orequity, of a stockholder of the Company, including without limitation, theright to receive dividends or to vote or to consent or to receive notice as ashareholder in respect of the meetings of shareholders or the election ofdirectors of the Company of any other matter.

 

6.             InvestmentIntent.  Holder represents and warrantsto the Company that Holder is acquiring the Warrants for investment and with nopresent intention of distributing or reselling any of the Warrants.

7.             Certificatesto Bear Language.  The Warrants and thecertificate or certificates therefor shall bear the following legend by whicheach holder shall be bound:

 

"THEWARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK (OROTHER SECURITIES) ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDERTHE SECURITIES ACT OF 1933.  THE SHARESMAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR TRANSFERREDIN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL THAT AN EXEMPTIONFROM REGISTRATION UNDER SUCH ACT IS AVAILABLE."

 

The Shares and the certificate orcertificates evidencing any such Shares shall bear the following legend:

 

"THESHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCHREGISTRATION OR AN OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDERSUCH ACT IS AVAILABLE."

 

Certificates for Warrants without such legendshall be issued if such warrants or shares are sold pursuant to an effectiveregistration statement under the Securities Act of 1933 (the "Act")or if the Company has received an opinion from counsel reasonably satisfactoryto counsel for the Company, that such legend is no longer required under theAct.

 

8.             PiggybackRegistration Rights.  If the Company atany time proposes to register any of its securities under the Act, except on aregistration statement on Form S-8 or Form S-4, the Company will use its bestefforts to cause all of the shares of common stock underlying the Warrantsowned by Holder to be registered under the Act (with the securities which theCompany at the time propose to register), all to the extent requisite to permitthe sale or other disposition by the Holder; provided, however, that theCompany may, as a condition precedent to its effecting such registration,require the Holder to agree with the Company and the managing underwriter orunderwriters of the offering to be made by the Company in connection with suchregistration that the Holder will not sell any securities of the same class orconvertible into the same class as those registered by the Company (includingany class into which the securities registered by the Company are convertible)for such reasonable period after such registration becomes effective as shallthen be specified in writing by such underwriter or underwriters if in theopinion of such underwriter or underwriters the Company's offering would bematerially adversely affected in the absence of such an agreement(“underwriter’s lock-up”). Additionally, the managing underwriter or underwriters of the offeringto be made by the Company in connection with such registration may require thatHolder enter into an agreement with the Company that only a percentage of theshares of common stock underlying the Warrants owned by Holder be registered onsuch registration statement if in the opinion of such underwriter orunderwriters the Company's offering would be materially adversely affected inthe absence of such an agreement (“underwriter’s carve-out”).  All expenses incurred by the Company incomplying with this Section, including without limitation all registration andfiling fees, listing fees, printing expenses, fees and disbursements of allindependent accounts, or counsel for the Company and or counsel for the Holderand the expense of any special audits incident to or required by any suchregistration and the expenses of complying with the securities or blue sky lawsof any jurisdiction shall be paid by the Company.  Notwithstanding the foregoing, Holder shall pay all underwritingdiscounts or commissions with respect to any securities sold by the Holder.

 

(a)           Indemnification.

 

                                                (i)            In the event of any registration ofany of its securities under the Act pursuant to this Section, the Companyhereby indemnifies and holds harmless the Holder (which phrase shall includeany underwriters of such securities), their respective directors and officers,and each other person who participates, in the offering of such securities andeach other person, if any, who controls the Holder, or such participatingpersons within the meaning of the Act, against any losses, claims, damages orliabilities, joint or several, to which each the Holder or any such director orofficer or participating person or controlling person may become subject underthe Act or otherwise, insofar as such losses, claims, damages or liabilities(or actions in respect thereof) arise out of or are based upon any untruestatement or alleged untrue statement of any material fact contained, on theeffective date thereof, in any registration statement under which suchsecurities were registered under the Act, any preliminary prospectus or finalprospectus contained therein, or any amendment or supplement thereto, or ariseout of or are based upon any omission or alleged omission to state therein anmaterial fact required to be stated therein or necessary to make the statementstherein not misleading; and will reimburse each the Holder and each director,officer or participating or controlling person for any legal or any otherexpenses reasonably incurred by the Holder or such director, officer orparticipating or controlling person in connection with investigating ordefending any such loss, claim, damage, liability or action; provided, however,that the Company shall not be liable in any such case to the extent that anysuch loss, claim, damage or liability arises out of is based upon an untruestatement or alleged untrue statement or omission or alleged omission made insuch registration statement, preliminary prospectus or prospectus or amendmentor supplement in reliance upon and in conformity with written informationfurnished to the Company through an instrument duly executed by the Holderspecifically stating that it is for use therein.  Such indemnity shall remain in full force and effect regardlessof any investigation made by or on behalf of the Holder or such directors,officer or participating or controlling person, and shall survive the transferof such securities by the Holder.

 

                                                (ii)           The Holder shall by acceptancethereof, indemnify and hold harmless the Company and its directors andofficers, and each person, if any who controls the Company, against any losses,claims, damages or liabilities, joint or several, to which the Company or anydirector or officer or any such person may become subject under the Act orotherwise, insofar as such losses, claims, damages or liabilities (or actionsin respect thereof) arise out of or are based upon any untrue statement oralleged untrue statement of any material fact contained, on the effective datethereof, in any registration statement under which securities were registeredunder the Act at the request of such holder, any preliminary prospectus orfinal prospectus contained therein, or any amendment or supplement thereto, orarise out of or are based upon the omission or alleged omission to statetherein a material fact required to be stated therein or necessary to make thestatements therein not misleading, in each case to the extent, but only to theextent, that such untrue statement or alleged untrue statement or omission oralleged omission was made in such registration statement, preliminaryprospectus, prospectus, amendment or supplement in reliance upon and inconformity with written information furnished to the Company through aninstrument duly executed by or on behalf of such holder specifically statingthat it is for use therein; and will reimburse the Company or such director,officer or person for any legal or any other expense reasonably incurred inconnection with investigation or defending any such loss, claim, damage,liability or action.

 

                                (b)           Rule 144.  If the Company shall be subject to the reporting requirements ofthe Securities Exchange Act of 1934, as amended (the "1934 Act"), theCompany will use its best efforts timely to file all reports required to befiled from time to time with the SEC (including but not limited to the reportsunder Section 13 and 15(d) of the 1934 Act referred to in subparagraph (c)(1)of Rule 144 adopted by the SEC under the Act). If there is a public market for any securities of the Company at anytime that the Company is not subject to the reporting requirements of either ofsaid Section 13 or 15(d), the Company will, upon the request of Holder, use itsbest efforts to make publicly available the information concerning the Companyreferred to in subparagraph (c)(2) of said Rule 144.  The Company will furnish to Holder, promptly upon request, (i) awritten statement of the Company's compliance with the requirements ofsubparagraphs (c)(1) or (c)(2), as the case may be, of said Rule 144, and (ii)written information concerning the Company sufficient to enable Holder tocomplete any Form 144 required to be filed with the SEC pursuant to said Rule144.

 

9.             Adjustmentof Number of Shares and Class of Capital Stock Purchasable.  The Number of Shares and Class of CapitalStock purchasable under this Warrant Agreement are subject to adjustment fromtime to time as set forth in this Section.

 

(a)           Adjustmentfor Change in Capital Stock.  If theCompany:

 

                                                (i)            pays a dividend or makes adistribution on its Common Stock, in each case, in shares of its Common Stock;

 

                                                (ii)           subdivides its outstanding shares ofCommon Stock into a greater number of shares;

 

                                                (iii)          combines its outstanding shares ofCommon Stock into a smaller number of shares;

 

                                                (iv)          makes a distribution on its CommonStock in shares of its capital stock other than Common Stock; or

 

                                                (v)           issues by reclassification of itsshares of Common Stock any shares of its capital stock;

 

thenthe number and classes of shares purchasable upon exercise of each Warrant ineffect immediately prior to such action shall be adjusted so that the holder ofany Warrant thereafter exercised may receive the number and classes of sharesof capital stock of the Company which such holder would have owned immediatelyfollowing such action if such holder had exercised the Warrant immediatelyprior to such action.

 

For a dividend or distribution the adjustmentshall become effective immediately after the record date for the dividend ordistribution.  For a subdivision,combination or reclassification, the adjustment shall become effectiveimmediately after the effective date of the subdivision, combination orreclassification.

 

If after an adjustment the holder of aWarrant upon exercise of it may receive shares of two or more classes ofcapital stock of the Company, the Board of Directors of the Company shall ingood faith determine the allocation of the adjusted Exercise Price between oramong the classes of capital stock. After such allocation, that portion of the Exercise Price applicable toeach share of each such class of capital stock shall thereafter be subject toadjustment on terms comparable to those applicable to Common Stock in thisAgreement.  Notwithstanding theallocation of the Exercise Price between or among shares of capital stock asprovided by this Section 8(a), a Warrant may only be exercised in full bypayment of the entire Exercise Price currently in effect.

 

               (b)          Consolidation, Merger or Sale of theCompany.  If the Company is a party to aconsolidation, merger or transfer of assets which reclassifies or changes itsoutstanding Common Stock, the successor corporation (or corporation controllingthe successor corporation or the Company, as the case may be) shall byoperation of law assume the Company's obligations under this Warrant Agreement.  Upon consummation of such transaction theWarrants shall automatically become exercisable for the kind and amount ofsecurities, cash or other assets which the holder of a Warrant would have ownedimmediately after the consolidation, merger or transfer if the holder hadexercised the Warrant immediately before the effective date of suchtransaction.  As a condition to theconsummation of such transaction, the Company shall arrange for the person orentity obligated to issue securities or deliver cash or other assets uponexercise of the Warrant to, concurrently with the consummation of suchtransaction, assume the Company's obligations hereunder by executing aninstrument so providing and further providing for adjustments which shall be asnearly equivalent as may be practical to the adjustments provided for in thisSection 8.

 

10.           Successors.  All the covenants and provisions of thisAgreement by or for the benefit of the Company or Holder shall bind and inureto the benefit of their respective successor and assigns hereunder.

 

11.           Counterparts.  This Agreement may be executed in any numberof counterparts and each of such counterparts shall for all proposes be deemedto be an original, and such counterparts shall together constitute by one andthe same instrument.

 

12.           Notices.  Any notice, request, instruction, or otherdocument required by the terms of this Agreement, or deemed by any of theparties hereto to be desirable, to be given to any other party hereto shall bein writing and shall be given by facsimile, personal delivery, overnightdelivery, or mailed by registered or certified mail, postage prepaid, withreturn receipt requested, to the following addresses:

 
| To  Purchaser: |   | Dental  Advisors, Inc.               |
|----------------|--------|--------------------------------------|
|           |   | 314  North 4 th Street               |
|           |   | Newman  Grove, NE 68758              |
|           |   | Fax  (402) 447-6009                  |
|           |   | Attn:  Dr. Edward Quincy             |
|           |   |                                 |
| To  Seller:    |   | Remedent  USA, Inc.                  |
|           |   | 1220  Birch Way                      |
|           |   | Escondido,  CA  92027           |
|           |   | Fax:  (760) 781-3330            |
|           |   | Attn:  Rebecca M. Inzunza, President |
|           |   |                                 |
| With Copy To:  |   | Senn Palumbo Meulemans, LLP          |
|           |   | 18301 Von Karman, Suite 850          |
|           |   | Irvine, CA  92612               |
|           |   | Fax: (949) 251-1331                  |
|           |   | Attn: Lynne Bolduc, Esq.             |

 

Anotice sent as aforesaid may change the persons and addresses set forth abovefrom time to time.  If notice is givenby facsimile, personal delivery, or overnight delivery in accordance with theprovisions of this Section, said notice shall be conclusively deemed given atthe time of such delivery.  If notice isgiven by mail in accordance with the provisions of this Section, such noticeshall be conclusively deemed given seven days after deposit thereof in theUnited States mail.

 

13.           Supplementsand Amendments.  The Company may fromtime to time supplement or amend this Warrant Agreement without the approval ofany Holders of Warrants in order to cure any ambiguity or to be correct orsupplement any provision contained herein which may be defective orinconsistent with any other provision, or to make any other provisions inregard to matters or questions herein arising hereunder which the Company maydeem necessary or desirable and which shall not materially adversely affect theinterest of the Holder.

 

14.           Severability.  If for any reason any provision, paragraphor term of this Warrant Agreement is held to be invalid or unenforceable, allother valid provisions herein shall remain in full force and effect and allterms, provisions and paragraphs of this Warrant shall be deemed to beseverable.

 

15.           GoverningLaw and Venue.  This Warrant shall bedeemed to be a contract made under the laws of the State of California and forall purposes shall be governed and construed in accordance with the laws ofsaid State.  Any proceeding arisingunder this Warrant Agreement shall be instituted in the County of Orange, Stateof California.

 

16.           Headings.  Paragraphs and subparagraph headings, usedherein are included herein for convenience of reference only and shall notaffect the construction of this Warrant Agreement nor constitute a part of thisWarrant Agreement for any other purpose.

 

**INWITNESS WHEREOF**, the parties hereto have caused this Agreement to be dulyexecuted, as of the date and year first above written.

 

"COMPANY"

 

RemedentUSA, Inc.,

aNevada corporation

 

 

 
| /s/ Rebecca M. Inzunza  |
|-------------------------|
| By:  Rebecca M. Inzunza |
| Its:  President and CEO |
|                    |
| "HOLDER"      |
|                    |
| Dental  Advisors Inc.,  |
| a  Nebraska corporation |
|                    |
|                    |
|                    |
| /s/ Edward Quincy, M.D. |
| By:  Dr. Edward Quincy  |
| Its: President          |

 

 

 

THESECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDERTHE  SECURITIES ACT OF 1933 OR ANY STATESECURITIES LAWS AND MAY NOT BE SOLD, EXCHANGED, HYPOTHECATED OR TRANSFERRED INANY MANNER EXCEPT PURSUANT TO A REGISTRATION OR AN EXEMPTION FROM SUCHREGISTRATION AND IN COMPLIANCE WITH SECTION 11 OF THE AGREEMENT PURSUANT TOWHICH THEY WERE ISSUED.

Warrant Certificate No. 9-14-01-01

 

WARRANTS TO PURCHASE 442,000 SHARES OF COMMONSTOCK

VOID AFTER 5:00 P.M.,

PACIFIC TIME, ON September 14, 2006

 

**REMEDENTUSA, INC.**

INCORPORATED UNDER THE LAWS

OF THE STATE OF NEVADA

 

                This certifies that, for value received,Dental Advisors, Inc., Nebraska corporation, the registered holder hereof orassigns (the "Warrantholder"), is entitled to purchase from RemedentUSA, Inc., a Nevada corporation (the "Company"), at any time duringthe period commencing at 9:00 a.m., Pacific Time, on September 14, 2001, andbefore 5:00 p.m., Pacific Time, on September 14, 2006 at the purchase price pershare of $0.25 (the "Warrant Price"), the number of Shares of CommonStock of the Company set forth above (the "Warrant Shares").  The number of Warrant Shares issuable uponexercise of each Warrant evidenced hereby and the Warrant Price shall besubject to adjustment from time to time as set forth in the Warrant Agreementreferred to below.

 

                The Warrants evidenced hereby represent theright to purchase an aggregate of up to 442,000 Shares, subject to certainadjustments, and are issued under and in accordance with a Warrant Agreement,dated as of September 14, 2001 (the " Warrant Agreement"), betweenthe Company and the Warrantholder in connection with a Securities PurchaseAgreement (the “Purchase Agreement”) and are subject to the terms andprovisions contained in the Warrant Agreement and the Purchase Agreement, toall of which the Warrantholder by acceptance hereof consents.

 

Holders of the Warrants Shares issuable uponexercise hereof have certain rights with respect to registration with theSecurities and Exchange Commission of the Warrant Shares.  These registration rights are set forth inthat certain Warrant Agreement of even date herewith pursuant to which thisWarrant Certificate has been issued.

 

                TheWarrants evidenced hereby may be exercised in whole or in part by presentationof this Warrant Certificate with the Purchase Form attached hereto dulyexecuted (with a signature guarantee as provided thereon) and simultaneouspayment of the Warrant Price at the principal office of the Company.  Payment of such price shall be made at theoption of the Warrantholder in cash, by check, or any combination thereof.

 

                Upon any partial exercise of the Warrantsevidenced hereby, there shall be signed and issued to the Warrantholder a newWarrant Certificate in respect of the Warrant Shares as to which the Warrantsevidenced hereby shall not have been exercised.  These Warrants may be exchanged at the office of the Company bysurrender of this Warrant Certificate properly endorsed for one or more newWarrants of the same aggregate number of Warrant Shares as evidenced by theWarrant or Warrants exchanged.  Nofractional Shares of Common Stock will be issued upon the exercise of rights topurchase hereunder, but the Company shall pay the cash value of any fractionupon the exercise of one or more Warrants. These Warrants are transferable at the office of the Company in themanner and subject to the limitations set forth in the Warrant Agreement.

 

                This Warrant Certificate does not entitle anyWarrantholder to any of the rights of a stockholder of the Company unless anduntil the Warrantholder exercises its rights to purchase Warrant Shareshereunder.

 

                
|                       | REMEDENT  USA, INC.     |
|----------------------------|-------------------------|
|                       |                    |
|                       |                    |
| Dated:  September 14, 2001 | /s/  Rebecca M. Inzunza |
|                       |                    | By:  Rebecca M. Inzunza |
|                       |                    | Its:  President and CEO |

 

 

**REMEDENT USA, INC.**

PURCHASE FORM

 

Remedent USA, Inc.

1220 Birch Way

Escondido,CA  92027

 

                The undersigned hereby irrevocably elects toexercise the right of purchase represented by the within Warrant Certificatefor, and to purchase thereunder, ____________ Warrant Shares of Common Stock(the "Warrant Shares") provided for therein, and requests thatcertificates for the Warrant Shares be issued in the name of:

 

 

|                                  |
|---------------------------------------|
| (Please Print or Type Name)           |
|                                  |
|                                  |
| (Address, including zip code)         |
|                                  |
| (Social Security No. or Tax I.D. No.) |

 

and, if said number ofWarrant Shares shall not be all the Warrant Shares purchasable hereunder, thata new Warrant Certificate for the balance of the Warrant Shares purchasableunder the within Warrant Certificate be registered in the name of theundersigned Warrantholder or his Assignee as below indicated and delivered tothe address stated below.

 
| Name  of Warrantholder |                |
|------------------------|---------------------|
| or  Assignee:          |                |
| (Please Print)         |
| Address:               |                |
|                   |
|                   |
| Signature:             |    Dated: |   |
|                        |                     |  |  |  |  |

 

 

Note:  The above signature must correspond with thename as written upon the face of this Warrant Certificate in every particular,without alteration or enlargement or any change whatever, unless these Warrantshave been assigned.

 

| Signatures  Guaranteed: |   |
|-------------------------|--------|

(Signaturemust be guaranteed by a bank or trust company having an office or correspondentin the United States or by a member firm of a registered securities exchange orthe National Association of Securities Dealers, Inc.)

** **

**ASSIGNMENT**

(To be signed only uponassignment of Warrants)

 

                FOR VALUE RECEIVED, the undersigned herebysells, assigns and transfers unto the assignee named below all of the rights ofthe undersigned represented by the attached Warrant with respect to the numberof Warrant Shares covered by the Warrant set forth below:

 

(Name and Address ofAssignee Must Be Printed or Typewritten)

 

| Name of Assignee |   | Social Security No. |   | Address |   | No. of         |
|------------------|--------|---------------------|--------|---------|--------|----------------|
|             |   | or Tax ID No.       |   |    |   | Warrant Shares |
|             |
|             |

 

 

and does herebyirrevocably constitute and appoint _________________________________ Attorneyto transfer said Warrants on the books of the Company, with full power ofsubstitution in the premises.

 
| Dated: |   |   |                            |
|--------|--------|--------|---------------------------------|
|   |   |   | Signature  of Registered Holder |

 

 

Note:      The signature on this assignment mustcorrespond with the name as it appears upon the face of the within WarrantCertificate in every particular, without alteration or enlargement or anychange whatever.

 

| Signature  Guaranteed: |   |
|------------------------|--------|

 

 

(Signature must beguaranteed by a bank or trust company having an office or correspondent in theUnited States or by a member firm of a registered securities exchange or theNational Association of Securities Dealers, Inc.)