EX-4.7







Exhibit 4.7 



THIS WARRANT AND THE SHARES OF
COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE
UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT
OR ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY
TO COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED, EXCEPT THAT THESE SECURITIES MAY BE
PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OF THE HOLDER WITH A REGISTERED
BROKER-DEALER OR OTHER LOAN OF THE HOLDER WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE501(a) UNDER THE SECURITIES ACT  



VOID AFTER 5 P.M.
PACIFIC TIME ON FEBRUARY 16, 2009 



WARRANTS TO PURCHASE
COMMON STOCK  


	No. MSW-	

      [   ] Warrants






Milestone Scientific
Inc. 



THIS CERTIFIES THAT: 



[name]  



or registered assigns, is the
registered holder of the number of Warrants (“Warrants”) set forth
above. Each Warrant, unless and until redeemed by the Company as provided in the Warrant
Agreement, hereinafter more fully described (the “Warrant Agreement”)
entitles the holder thereof to purchase from Milestone Scientific Inc., a corporation
incorporated under the laws of the State of Delaware (the “Company”),
subject to the terms and conditions set forth hereinafter and in the Warrant Agreement,
at any time before the close of business on February 16, 2009 (“Expiration Date”),
one fully paid and non-assessable share of Common Stock, par value $0.001 per share, of
the Company (“Common Stock”) upon presentation and surrender of this
Warrant Certificate, with the instructions for the registration and delivery of Common
Stock filled in, at the offices of the Company, 230 South Orange Avenue, Livingston, New
Jersey 07039, and upon payment of the Exercise Price (as defined in the Warrant
Agreement) and any applicable taxes paid either in cash, or by certified or official bank
check, payable in lawful money of the United States of America to the order of the
Company. Each Warrant initially entitles the holder to purchase one share of Common Stock
for $4.89. The number and kind of securities or other property for which the Warrants are
exercisable are subject to adjustment in certain events, such  



 




 






as mergers, splits, stock dividends,
splits and the like, to prevent dilution. The Company may redeem any or all outstanding
and unexercised warrants by giving not less than 30 days prior notice at any time after
the closing price of the Common Stock on the principal exchange on which it is traded has
equaled or exceeded $6.52 per share for any five consecutive trading days; provided that
the shares of Common Stock underlying the Warrants are saleable pursuant to an effective
registration statement under the Securities Act of 1933 at all times from the
commencement of the five trading day period through the date of redemption. The
Redemption Price is $0.25 per Warrant (subject to adjustment in the event of a stock
split, dividend or the like). All Warrants not theretofore exercised will expire on the
Expiration Date.  



         This
Warrant, although not issued pursuant to the Warrant Agreement, is, nevertheless, subject
to all of the terms, provisions and conditions of the Warrant Agreement, dated as of
February 17, 2004, between the Company and the Warrant Agent, to all of which terms,
provisions and conditions the registered holder of this Warrant Certificate consents by
acceptance hereof. The Warrant Agreement is incorporated herein by reference and made a
part hereof and reference is made to the Warrant Agreement for a full description of the
rights, limitations of rights, obligations, duties and immunities of the Warrant Agent,
the Company and the holders of the Warrant Certificates. Copies of the Warrant Agreement
are available upon written request addressed to the Company at Milestone Scientific Inc.,
220 South Orange Ave., Livingston, New Jersey 07039, Attention: Chairman.  




         The
Company shall not be required upon the exercise of the Warrants evidenced by this Warrant
Certificate to issue fractions of Warrants, Common Stock or other securities, but shall
make adjustment therefor in cash on the basis of the current market value of any
fractional interest as provided in the Warrant Agreement.  




         In
certain cases, the sale of securities by the Company upon exercise of Warrants may
violate the securities laws of the United States, certain states thereof or other
jurisdictions. The Company has agreed to use all commercially reasonable efforts to cause
a registration statement to continue to be effective during the term of the Warrants with
respect to such sales under the Securities Act of 1933, and to take such action under the
laws of various states as may be required to cause the sale of securities upon exercise
to be lawful. However, the Company will not be required to honor the exercise of Warrants
if, in the opinion of the Board of Directors, upon advice of counsel, the sale of
securities upon such exercise would be unlawful. In certain cases, the Company may, but
is not required to, purchase Warrants submitted for exercise for a cash price equal to
the difference between the market price of the securities obtainable upon such exercise
and the exercise price of such Warrants.  




         This
Warrant Certificate, with or without other Certificates, upon surrender to the Warrant
Agent, any successor warrant agent or, in the absence of any successor warrant agent, at
the corporate offices of the Company, may be exchanged for another Warrant Certificate or
Certificates evidencing in the aggregate the same number of Warrants as the Warrant
Certificate or Certificates so surrendered. If the Warrants evidenced by this Warrant
Certificate shall be exercised in part, the holder hereof shall be entitled to receive
upon surrender hereof another Warrant Certificate or Certificates evidencing the number
of Warrants not so exercised.  




         No
holder of this Warrant Certificate, as such, shall be entitled to vote, receive dividends 




 




 





or be deemed the holder of Common
Stock or any other securities of the Company which may at any time be issuable on the
exercise hereof for any purpose whatsoever, nor shall anything contained in the Warrant
Agreement or herein be construed to confer upon the holder of this Warrant Certificate,
as such, any of the rights of a stockholder of the Company or any right to vote for the
election of directors or upon any matter submitted to stockholders at any meeting thereof
or give or withhold consent to any corporate action (whether upon any matter submitted to
stockholders at any meeting thereof, or give or withhold consent to any merger,
recapitalization, issuance of stock, reclassification of stock, change of par value or
change of stock to no par value, consolidation, conveyance or otherwise) or to receive
notice of meetings or other actions affecting stockholders (except as provided in the
Warrant Agreement) or to receive dividends or subscription rights or otherwise until the
Warrants evidenced by this Warrant Certificate shall have been exercised and the Common
Stock purchasable upon the exercise thereof shall have become deliverable as provided in
the Warrant Agreement.  




         If
this Warrant Certificate shall be surrendered for exercise within any period during which
the transfer books for the Company’s Common Stock or other class of stock purchasable
upon the exercise of the Warrants evidenced by this Warrant Certificate are closed for any
purpose, the Company shall not be required to make delivery of certificates for shares
purchasable upon such transfer until the date of the reopening of said transfer books. 



         Every
holder of this Warrant Certificate by accepting the same consents and agrees with the
Company, the Warrant Agent, and with every other holder of a Warrant Certificate that: 



         (a)
this Warrant Certificate is transferable on the registry books of the Warrant Agent only
upon the terms and conditions set forth in the Warrant Agreement, and 



         (b)
the Company and the Warrant Agent may deem and treat the person in whose name this Warrant
Certificate is registered as the absolute owner hereof (notwithstanding any notation of
ownership or other writing thereon made by anyone other than the Company or the Warrant
Agent) for all purposes whatsoever and neither the Company nor the Warrant Agent shall be
affected by any notice to the contrary. The Company shall not be required to issue or
deliver any certificate for shares of Common Stock or other securities upon the exercise
of Warrants evidenced by this Warrant Certificate until any tax which may be payable in
respect thereof by the holder of this Warrant Certificate pursuant to the Warrant
Agreement shall have been paid, such tax being payable by the holder of this Warrant
Certificate at the time of surrender. 



         This
Warrant Certificate shall not be valid or obligatory for any purpose until it shall have
been countersigned by the Warrant Agent. 



(Remainder of page
intentionally left blank; signature page follows)  




 




 





         WITNESS
the facsimile signatures of the proper officers of the Company and its corporate seal. 



Dated: _______________ 


	 	MILESTONE
      SCIENTIFIC INC. 

      

      

      By: ______________________________________ 

             Name: Leonard Osser 

             Title:   Chairman and
      Chief Executive Officer

      

      

      Attest: ___________________________________ 

                   Assistant
      Secretary