f8k042610ex4ii_windtamer.htm


     

    Exhibit
4.2

     

     

    THE
WARRANT EVIDENCED OR CONSTITUTED HEREBY, AND ALL SHARES OF COMMON STOCK ISSUABLE
HEREUNDER, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED,
PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE SECURITIES ACT UNLESS
EITHER (i) THE ISSUER HAS RECEIVED AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT REGISTRATION IS NOT
REQUIRED IN CONNECTION WITH SUCH DISPOSITION OR (ii) THE SALE OF SUCH SECURITIES
IS MADE PURSUANT TO RULE 144 PROMULGATED PURSUANT TO THE SECURITIES
ACT.

     

    WARRANT
TO PURCHASE COMMON STOCK

     

    OF

     

    WINDTAMER
CORPORATION

     

    
      	No. W-[#]	April 26,
    2010


    

     

    THIS CERTIFIES THAT, [WARRANT HOLDER],
or [his/her]
permitted registered assigns (the “Holder”),
is entitled, subject to the terms and conditions of this Warrant, at any time or
from time to time after the issuance date of this Warrant (the “Effective
Date”), and before 5:00 p.m. Eastern Time on the tenth anniversary
of the Effective Date (the “Expiration
Date”), to purchase from WINDTAMER CORPORATION, a New
York  corporation (the “Company”),
the vested portion of the Shares (as defined below) at a per-share price equal
to the Purchase Price. Both the number of shares of Common Stock purchasable
upon exercise of this Warrant and the Purchase Price are subject to adjustment
and change as provided herein.

     

    1. CERTAIN DEFINITIONS. As used
in this Warrant the following terms shall have the following respective
meanings:

     

    1.1 “Common
Stock” shall mean the Common Stock of the Company and any other
securities at any time receivable or issuable upon exercise of this
Warrant.

     

    1.2  “Purchase
Price” shall mean a price of $0.25 per share.

     

    1.3 “Registered
Holder” shall mean any holder in whose name this Warrant is registered
upon the books and records maintained by the Company.

     

    1.4 “Shares”
shall mean [SHARE
AMOUNT]
shares of the Company’s Common Stock.

     

    1.5 “Warrant”
as used herein shall include this Warrant and any warrant delivered in
substitution or exchange therefor as provided herein.

     

    2. EXERCISE OF
WARRANT.

     

    2.1 Payment. Subject to
compliance with the terms and conditions of this Warrant, including without
limitation Section
2.4, and applicable securities laws, this Warrant may be exercised, in
whole or in part at any time or from time to time, on or before the Expiration
Date by the delivery (including, without limitation, delivery by facsimile) of
the form of Notice of Exercise attached hereto as Exhibit A (the “Notice of
Exercise”), duly executed by the Holder, at the principal office of the
Company, and as soon as practicable after such date, surrendering:

     

    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    (a) this
Warrant at the principal office of the Company, and

     

    (b) payment,
(i) in cash (by check) or by wire transfer, (ii) by cancellation by the Holder
of indebtedness of the Company to the Holder; or (iii) by a combination of (i)
and (ii), of an amount equal to the product obtained by multiplying the number
of shares of Common Stock being purchased upon such exercise by the then
effective Purchase Price (the “Exercise
Amount”).

     

    2.2 Stock Certificates;
Fractional Shares. As soon as practicable on or after the date of any
exercise of this Warrant, the Company shall issue and deliver to the person or
persons entitled to receive the same a certificate or certificates for the
number of whole shares of Common Stock issuable upon such exercise, together
with cash in lieu of any fraction of a share equal to such fraction of the
current fair market value of one whole share of Common Stock as of such date of
exercise as determined by the Company. No fractional shares or scrip
representing fractional shares shall be issued upon an exercise of this
Warrant.

     

    2.3 Partial Exercise; Effective
Date of Exercise. In case of any partial exercise of this Warrant, the
Company shall cancel this Warrant upon surrender hereof and shall execute and
deliver a new Warrant of like tenor and date for the balance of the shares of
Common Stock purchasable hereunder. This Warrant shall be deemed to have been
exercised immediately prior to the close of business on the date of delivery of
a Notice of Exercise (provided that surrender of this Warrant and payment of the
Exercise Amount occur as provided above). The person entitled to receive the
shares of Common Stock issuable upon exercise of this Warrant shall be treated
for all purposes as the holder of record of such shares as of the close of
business on the date the Holder is deemed to have exercised this
Warrant.

     

    2.4 Vesting and
Exercisability. This Warrant shall vest in accordance with the following
schedule:

     

    
      	 
      	
              
                Incremental
      Vesting

              

            	 	
              
                Total
      Vested

              

            	 
	
              
                Vesting
      Date

              

            	
              
                Shares
      of Common Stock

              

            	 	
              
                Percentage

              

            	 	
              
                Shares
      of Common Stock

              

            	 	
              
                Percentage

              

            	 
	 
      	 
      	 	 	 	 
      	 	 	 
	
              October
      26, 2010

            	
              [Share
      Amount]

            	 	 	25%	 	
              [Share
      Amount]

            	 	 	25%	 
	
              April
      26, 2011

            	
              [Share
      Amount]

            	 	 	25%	 	
              [Share
      Amount]

            	 	 	50%	 
	
              October
      26, 2011

            	
              [Share
      Amount]

            	 	 	25%	 	
              [Share
      Amount]

            	 	 	75%	 
	
              April
      26, 2012

            	
              [Share
      Amount]

            	 	 	25%	 	
              [Share
      Amount]

            	 	 	100%	 


    

     

    3. VALID ISSUANCE; TAXES. All
shares of Common Stock issued upon the exercise of this Warrant shall be validly
issued, fully paid and non-assessable, and the Company shall pay all taxes and
other governmental charges that may be imposed in respect of the issue or
delivery thereof. The Company shall not be required to pay any tax or other
charge imposed in connection with any transfer involved in the issuance of any
certificate for shares of Common Stock in any name other than that of the
Registered Holder of this Warrant, and in such case the Company shall not be
required to issue or deliver any stock certificate or security until such tax or
other charge has been paid, or it has been established to the Company’s
reasonable satisfaction that no tax or other charge is due.

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    4. ADJUSTMENT OF PURCHASE PRICE AND
NUMBER OF SHARES. The number of shares of Common Stock issuable upon
exercise of this Warrant (or any shares of stock or other securities or property
receivable or issuable upon exercise of this Warrant) and the Purchase Price are
subject to adjustment upon occurrence of the following events:

     

    4.1 Adjustment for Stock Splits,
Stock Subdivisions or Combinations of Shares. The Purchase Price of this
Warrant shall be proportionally decreased and the number of shares of Common
Stock issuable upon exercise of this Warrant (or any shares of stock or other
securities at the time issuable upon exercise of this Warrant) shall be
proportionally increased to reflect any stock split or subdivision of shares of
Common Stock. The Purchase Price of this Warrant shall be proportionally
increased and the number of shares of Common Stock issuable upon exercise of
this Warrant (or any shares of stock or other securities at the time issuable
upon exercise of this Warrant) shall be proportionally decreased to reflect any
combination or reverse split of shares of Common Stock.

     

    4.2 Adjustment for Dividends or
Distributions of Stock or Other Securities or Property. In case the
Company shall make or issue, or shall fix a record date for the determination of
eligible holders entitled to receive, a dividend or other distribution with
respect to Common Stock (or any shares of stock or other securities at the time
issuable upon exercise of this Warrant) payable in (a) securities of the Company
or (b) assets (excluding cash dividends), then, in each such case, the Holder on
exercise of this Warrant at any time after the consummation, effective date or
record date of such dividend or other distribution, shall receive, in addition
to the shares of Common Stock (or such other stock or securities) issuable on
such exercise prior to such date, and without the payment of additional
consideration therefor, the securities or such other assets of the Company to
which the Holder would have been entitled upon such date if the Holder had
exercised this Warrant on the date hereof and had thereafter, during the period
from the Effective Date to and including the date of such exercise, retained
such shares and all such additional securities or other assets distributed with
respect to such shares as aforesaid during such period giving effect to all
adjustments called for by this Section 4.

     

    4.3 Reclassification. If
the Company, by reclassification of securities or otherwise, shall change any of
the securities as to which purchase rights under this Warrant exist into the
same or a different number of securities of any other class or classes, this
Warrant shall thereafter represent the right to acquire such number and kind of
securities as would have been issuable as the result of such change with respect
to the securities that were subject to the purchase rights under this Warrant
immediately prior to such reclassification or other change, and the Purchase
Price therefor shall be appropriately adjusted, all subject to further
adjustment as provided in this Section 4. No
adjustment shall be made pursuant to this Section 4.3 upon any
conversion or redemption of Common Stock that is the subject of Section 4.5.

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    4.4 Adjustment for Capital
Reorganization, Merger or Consolidation. In case of any capital
reorganization of the capital stock of the Company (other than a combination,
reclassification, exchange or subdivision of shares otherwise provided for
herein), or any merger or consolidation of the Company with or into another
corporation, or the sale of all or substantially all the assets of the Company
(any such transaction a “Sale of the
Company”) then, and in each such case, as a part of such reorganization,
merger, consolidation, sale or transfer, lawful provision shall be made so that
the Holder shall thereafter be entitled to receive upon exercise of this
Warrant, during the period specified herein and upon payment of the Exercise
Amount then in effect, the number of shares of stock or other securities or
property of the successor corporation resulting from such reorganization,
merger, consolidation, sale or transfer that a holder of the shares deliverable
upon exercise of this Warrant would have been entitled to receive in such
reorganization, consolidation, merger, sale or transfer if this Warrant had been
exercised immediately before such reorganization, merger, consolidation, sale or
transfer, all subject to further adjustment as provided in this Section 4. The
foregoing provisions of this Section 4.4 shall
similarly apply to successive reorganizations, consolidations, mergers, sales
and transfers and to the stock or securities of any other corporation that are
at the time receivable upon the exercise of this Warrant. If the per-share
consideration payable to the Holder hereof for shares in connection with any
such transaction is in a form other than cash or marketable securities, then the
value of such consideration shall be determined in good faith by the Company’s
Board of Directors. In all events, appropriate adjustment (as determined in good
faith by the Company’s Board of Directors) shall be made in the application of
the provisions of this Warrant with respect to the rights and interests of the
Holder after the transaction, to the end that the provisions of this Warrant
shall be applicable after that event, as near as reasonably may be, in relation
to any shares or other property deliverable after that event upon exercise of
this Warrant.

     

    5. CERTIFICATE AS TO ADJUSTMENTS.
In each case of any adjustment in the Purchase Price, or number or type of
shares issuable upon exercise of this Warrant, the Chief Financial Officer or
Controller of the Company shall compute such adjustment in accordance with the
terms of this Warrant and prepare a certificate setting forth such adjustment
and showing in detail the facts upon which such adjustment is based, including a
statement of the adjusted Purchase Price. The Company shall promptly send (by
facsimile and by either first class mail, postage prepaid or overnight delivery)
a copy of each such certificate to the Holder.

     

    6. LOSS OR MUTILATION. Upon
receipt of evidence reasonably satisfactory to the Company of the ownership of
and the loss, theft, destruction or mutilation of this Warrant, and of indemnity
reasonably satisfactory to the Company, and (in the case of mutilation) upon
surrender and cancellation of this Warrant, the Company will execute and deliver
in lieu thereof a new Warrant of like tenor as the lost, stolen, destroyed or
mutilated Warrant.

     

    7. RESERVATION OF COMMON STOCK.
The Company hereby covenants that at all times there shall be reserved for
issuance and delivery upon exercise of this Warrant such number of shares of
Common Stock or other shares of capital stock of the Company as are from time to
time issuable upon exercise of this Warrant and, from time to time, will take
all steps necessary to amend its Certificate of Incorporation to provide
sufficient reserves of shares of Common Stock issuable upon exercise of this
Warrant. All such shares shall be duly authorized, and when issued upon such
exercise, shall be validly issued, fully paid and non-assessable, free and clear
of all liens, security interests, charges and other encumbrances or restrictions
on sale and free and clear of all preemptive rights, except encumbrances or
restrictions arising under federal or state securities laws. Issuance of this
Warrant shall constitute full authority to the Company’s officers who are
charged with the duty of executing stock certificates to execute and issue the
necessary certificates for shares of Common Stock upon the exercise of this
Warrant.

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    8. TRANSFER AND EXCHANGE. Subject
to the terms and conditions of this Warrant and compliance with all applicable
securities laws, this Warrant and all rights hereunder may be transferred to any
Registered Holder’s parent, subsidiary or affiliate, or, if the Registered
Holder is a partnership, to any partner of such Registered Holder, in whole or
in part, on the books of the Company maintained for such purpose at the
principal office of the Company, by the Registered Holder hereof in person, or
by duly authorized attorney, upon surrender of this Warrant properly endorsed
and upon payment of any necessary transfer tax or other governmental charge
imposed upon such transfer. Upon any permitted partial transfer, the Company
will issue and deliver to the Registered Holder a new Warrant or Warrants with
respect to the shares of Common Stock not so transferred. Each taker and holder
of this Warrant, by taking or holding the same, consents and agrees that, when
this Warrant shall have been so endorsed, the person in possession of this
Warrant may be treated by the Company, and all other persons dealing with this
Warrant, as the absolute owner hereof for any purpose and as the person entitled
to exercise the rights represented hereby, any notice to the contrary
notwithstanding; provided, however, that, until a
transfer of this Warrant is duly registered on the books of the Company, the
Company may treat the Registered Holder hereof as the owner for all
purposes.

     

    9. RESTRICTIONS ON
TRANSFER.  The Holder, by acceptance hereof, agrees that,
absent an effective registration statement filed with the Securities and
Exchange Commission (the “SEC”)
under the Securities Act, covering the disposition or sale of this Warrant or
shares of Common Stock issued or issuable upon exercise hereof, as the case may
be, and registration or qualification under applicable state securities laws,
the Holder will not sell, transfer, pledge, or hypothecate any or all of this
Warrant or such shares of  Common Stock, as the case may be, unless
either (i) the Company has received an opinion of counsel, in form and substance
reasonably satisfactory to the Company, to the effect that such registration is
not required in connection with such disposition, accompanied by such counsel’s
opinion that such transfer will be in accordance with applicable state
securities laws or (ii) the sale of such securities is made pursuant to Rule 144
promulgated by the SEC pursuant to the Securities Act (“Rule
144”).

     

    10. COMPLIANCE WITH SECURITIES
LAWS. By acceptance of this Warrant, the Holder hereby represents,
warrants and covenants that any shares of stock purchased upon exercise of this
Warrant shall be acquired for investment only and not with a view to, or for
sale in connection with, any distribution thereof; that the Holder has had such
opportunity as the Holder has deemed adequate to obtain from representatives of
the Company such information as is necessary to permit the Holder to evaluate
the merits and risks of its investment in the Company; that the Holder is able
to bear the economic risk of holding such shares as may be acquired pursuant to
the exercise of this Warrant for an indefinite period; that the Holder
understands that the shares of stock acquired pursuant to the exercise of this
Warrant will not be registered under the Securities Act (unless otherwise
required pursuant to exercise by the Holder of the registration rights, if any,
granted to the Registered Holder) and will be “restricted securities” within the
meaning of Rule 144 and that the exemption from registration under Rule 144 will
not be available for at least six (6) months from the date of exercise of this
Warrant, and even then will not be available unless a public market then exists
for the stock, adequate information concerning the Company is then available to
the public, and other terms and conditions of Rule 144 are complied with; and
that all stock certificates representing shares of stock issued to the Holder
upon exercise of this Warrant or upon conversion of such shares may have affixed
thereto a legend substantially in the following form:

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY
STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED
TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE
STATE SECURITIES LAWS.

     

    11. NO RIGHTS OR LIABILITIES AS
STOCKHOLDERS. This Warrant shall not entitle the Holder to any voting
rights or other rights as a stockholder of the Company. In the absence of
affirmative action by the Holder to purchase Common Stock by exercise of this
Warrant or Common Stock upon conversion thereof, no provisions of this Warrant,
and no enumeration herein of the rights or privileges of the Holder hereof shall
cause any holder of this Warrant  to be a stockholder of the Company
for any purpose.

     

    12. REGISTRATION RIGHTS. A portion
of the shares of Common Stock issuable upon exercise of this Warrant shall be
“Registrable Securities” as defined in that certain Registration Rights
Agreement between the Company and the Holder, dated of even date herewith,
pursuant to which the Company has agreed to provide certain registration rights
under the Securities Act, the rules and regulations promulgated thereunder and
applicable state securities laws, as described more fully in such registration
rights agreement.

     

    13. NOTICES. Except as may be
otherwise provided herein, all notices, requests, waivers and other
communications made pursuant to this Warrant shall be in writing and shall be
conclusively deemed to have been duly given (a) when hand-delivered to the other
party; (b) when received when sent by facsimile at the address and number set
forth below; (c) three business days after deposit in the U.S. mail with first
class or certified mail receipt requested postage prepaid and addressed to the
other party as set forth below; or (d) the next business day after deposit with
a national overnight delivery service, postage prepaid, addressed to the parties
as set forth below with next-business-day delivery guaranteed, provided that the
sending party receives a confirmation of delivery from the delivery service
provider.

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    
      	
              To
      Company:

            	
              To
      Holder:

            
	
              WindTamer
      Corporation

            	
              c/o
      WindTamer Corporation

            
	
              156
      Court Street, Suite 7

            	
              156
      Court Street, Suite 7

            
	
              Geneseo,
      NY  14454

            	
              Geneseo,
      NY  14454

            
	
              Phone
      (585) 243-4040

            	
              Phone
      (585) 243-4040

            
	
              Fax  (585)
      243-4142

            	
              Fax  (585)
      243-4142

            
	
              Attention:
      Chief Executive Officer

            	
              Attention:
      [WARRANT
      HOLDER]

            
	
               
      

               

            	 
      
	
              With
      a copy, which shall not constitute notice to Company, to:

               

              Woods
      Oviatt Gilman LLP

              700
      Crossroads Building

              Two
      State Street

              Rochester,
      NY  14614

              Phone
      (585) 987-2800

              Fax
      (585) 987-2975

              Attention:
      Gregory W. Gribben, Esq.

            	 
      


    

     

    Each
person making a communication hereunder by facsimile shall promptly confirm by
telephone to the person to whom such communication was addressed each
communication made by it by facsimile pursuant hereto but the absence of such
confirmation shall not affect the validity of any such communication. A party
may change or supplement the addresses given above, or designate additional
addresses, for purposes of this Section 13 by giving
the other party written notice of the new address in the manner set forth
above.

     

    14. HEADINGS. The headings in this
Warrant are for purposes of convenience in reference only, and shall not be
deemed to constitute a part hereof.

     

    15. GOVERNING LAW.  This
Warrant shall be governed by and construed in accordance with the internal laws
of the State of New York, without regard to conflicts of law principles. 
With respect to any matters that may be heard before a court of competent
jurisdiction, the Holder and the Company consent to the jurisdiction and venue
of the state and federal courts located in Monroe County, New York.

     

    16. NO IMPAIRMENT. The Company
will not, by amendment of its Certificate of Incorporation or bylaws, or through
reorganization, consolidation, merger, dissolution, issue or sale of securities,
sale of assets or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the rights of the Registered Holder of this Warrant against impairment. Without
limiting the generality of the foregoing, the Company (a) will not increase the
par value of any shares of stock issuable upon the exercise of this Warrant
above the amount payable therefor upon such exercise, and (b) will take all such
action as may be necessary or appropriate in order that the Company may validly
and legally issue fully paid and non-assessable shares of Common Stock upon
exercise of this Warrant.

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    17. SEVERABILITY. If any term,
provision, covenant or restriction of this Warrant is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions of this Warrant shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated.

     

    18. COUNTERPARTS. For the
convenience of the parties, any number of counterparts of this Warrant may be
executed by the parties hereto and each such executed counterpart shall be, and
shall be deemed to be, an original instrument.

     

    19. SATURDAYS, SUNDAYS AND
HOLIDAYS. If the Expiration Date falls on a Saturday, Sunday or legal
holiday, the Expiration Date shall automatically be extended until 5:00 p.m.,
Eastern Time, the next business day.

     

    20. ENTIRE AGREEMENT. This
Warrant, together with all the exhibits attached hereto, contains the sole and
entire agreement and understanding of the parties with respect to the entire
subject matter of this Warrant, and any and all prior discussions, negotiations,
commitments and understandings, whether oral or otherwise, related to the
subject matter of this Warrant are hereby merged herein.

     

     

     

    [Signature
Page Follows]

     

     

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    


     

    IN WITNESS WHEREOF, the parties hereto
have executed this Warrant as of the Effective Date.

     

    
      
        	 [WARRANT
      HOLDER]	 	WINDTAMER
      CORPORATION	 
	By: 	
                 

              	 	 
      

                By:  

              	
                 

              	 
	 	
                Name

              	 	 	
                William
      Schmitz

              	 
	 	
                Title 

              	 	 	
                Chief
      Executive Officer

              	 
	 	 	 	 	 	 
	 	Printed
      Name:	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


      

    

    


                                 


    
      [Signature
Page to Warrant to Purchase Common Stock]

    

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    EXHIBIT
A

     

    NOTICE
OF EXERCISE

     

    (To be
executed upon exercise of Warrant)

    


     

    The
undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within Warrant Certificate for, and to purchase thereunder,
the securities of WindTamer Corporation, a New York  corporation, as
provided for therein, and tenders herewith payment of the exercise price in full
in the form of cash or check in same-day funds in the amount of
$________________ for ____________  shares of such
securities.

     

    Please
issue a certificate or certificates for such securities in the name of, and pay
any cash for any fractional share to (please print name, address and social
security/taxpayer identification number):

     

    
      	
              Name:

            	 
      
	
              Address:

            	 
      
	
              Social
      Security/ 

              Taxpayer
      Identification Number

            	 
      
	
              Signature:

            	 
      


    

    


     

    Note:  The
above signature should correspond exactly with the name on the first page of
this Warrant Certificate or with the name of the assignee appearing in the
assignment form below.

     

    If said
number of shares shall not be all the shares purchasable under the within
Warrant Certificate, a new Warrant Certificate is to be issued in the name of
said undersigned for the balance remaining of the shares purchasable thereunder
rounded up to the next higher whole number of shares.

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    ASSIGNMENT

     

    (To be
executed only upon assignment of Warrant Certificate)

     

    For value
received, the undersigned hereby sells, assigns and transfers unto
____________________________ the within Warrant Certificate, together with all
right, title and interest therein, and does hereby irrevocably constitute and
appoint ____________________________ attorney, to transfer said Warrant
Certificate on the books of the within-named Company with respect to the number
of Shares set forth below, with full power of substitution in the
premises:

     

    
      	
              Name(s)
      of Assignee(s)

            	
              Address

            	
              #
      of Shares

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    


     

    And if
said number of Shares shall not be all the Shares subject to the Warrant
Certificate, a new Warrant Certificate is to be issued in the name of said
undersigned for the balance remaining of the Shares subject to the Warrant
Certificate.

     

    
      	
              Dated:

            	 
      
	
              Signature:

            	 
      


    

    


     

    Note:  The
signature to the foregoing Assignment must correspond to the name as written
upon the face of this security in every particular, without alteration or any
change whatsoever; signature(s) must be guaranteed by an eligible guarantor
institution (banks, stock brokers, savings and loan associations and credit
unions with membership in an approved signature guarantee medallion program)
pursuant to Securities and Exchange Commission Rule 17Ad-15.