EX-4.11






EXHIBIT 4.11



[Form of Warrant Certificate]



WARRANT CERTIFICATE




FORM OF FACE OF WARRANT CERTIFICATE




WARRANTS TO PURCHASE COMMON STOCK




OF WARP TECHNOLOGY HOLDINGS, INC.




No.     



Certificate for      Warrants



This certifies that      , or registered assigns, is the registered holder of the
number of Warrants set forth above. Each Warrant entitles the holder thereof (a Holder), subject
to the provisions contained herein and in the Warrant Agreement referred to below, to purchase from
     , a      corporation (the Company), one share of Common Stock, par value
$0.00001 per share or, to the extent permitted by applicable law, by Cashless Exercise (as defined
below), of the Company (Common Stock), at the exercise price (the Exercise Price) of $0.01 per
share, subject to adjustment upon the occurrence of certain events. This Warrant Certificate shall
terminate and become void as of the close of business on December 31. 2012 (the Expiration Date);
provided, however, that this Warrant Certificate may terminate and become void
prior to the Expiration Date in the event of certain Merger Transactions (as defined below).



This Warrant Certificate is issued under and in accordance with the Warrant Agreement, dated
as of      , 2005 (the Warrant Agreement), between the Company and Fortress Credit Corp.,
warrant agent (the Warrant Agent, which term includes any successor Warrant Agent under the Warrant
Agreement), and is subject to the terms and provisions contained in the Warrant Agreement, to all
of which terms and provisions the Holder of this Warrant Certificate consents by acceptance hereof.
The Warrant Agreement is hereby incorporated herein by reference and made a part hereof.
Reference is hereby made to the Warrant Agreement for a full statement of the respective rights,
limitations of rights, duties, obligations and immunities thereunder of the Company, the Warrant
Agent and the Holders of the Warrants.



As provided in the Warrant Agreement and subject to the terms and conditions therein set
forth, the Warrants shall be exercisable at any time or from time to time on or prior to the
Expiration Date.



In no event, however, will the Warrant(s) represented hereby be exercisable (other than by
Cashless Exercise) unless (i) the Holder hereof is an “accredited investor” or a “qualified
institutional buyer” as defined in Regulation D and Rule 144A under the Securities Act of 1933, as
amended (the Securities Act), respectively, (ii) the exercise of the Warrant(s) is in connection
with a sale of the Registrable Common Stock in a transaction that is registered under the
Securities Act, (iii) counsel for the Holder shall render an opinion to the effect that the
exercise of the Warrant(s) may be effected without registration under the Securities Act and (iv)
in the case of (i) or (iii) above, certain other requirements are complied with.



The Holder hereof will have certain demand registration rights with respect to the Registrable
Common Stock set forth more fully in the Warrant Agreement.



In the event of certain mergers, consolidations, sales of assets or other business
combinations in which cash or non-cash consideration is distributed to the holders of Common Stock
(a Merger Transaction), the Holder hereof will be entitled to receive the shares of stock or other
securities or other property (including any money) as it would have received had the Holder
exercised its Warrants immediately prior to such Merger Transaction or, if applicable, the record
date therefor.



The Exercise Price and the number of shares of Common Stock issuable upon the exercise of each
Warrant are subject to adjustment as provided in the Warrant Agreement.



All shares of Common Stock issuable by the Company upon the exercise of Warrants shall, upon
such issue, be duly and validly issued and full, paid and non-assessable.



In order to exercise a Warrant, the registered holder hereof must surrender this Warrant
Certificate at the office of the Warrant Agent, with the Exercise Subscription Form on the reverse
hereof duly executed by the Holder hereof, together with any required payment in full of the
Exercise Price then in effect for the share(s) of Underlying Common Stock as to which the
Warrant(s) represented by this Warrant Certificate are submitted for exercise, all subject to the
terms and conditions hereof and of the Warrant Agreement. Any such payment of the Exercise Price
shall be made (i) in cash or by certified or official bank check payable to the order of the
Company or by wire transfer of funds to an account designated by the Company for such purpose or
(ii) if permitted by law, shall be made by the surrender of a Warrant or Warrants represented by
one or more Warrant Certificates and without payment of the Exercise Price in cash, for such number
of shares of Underlying Common Stock equal to the product of (A) the number of shares of Underlying
Common Stock for which such Warrant would be exercisable with payment in cash of the Exercise Price
as of the date of exercise and (B) a fraction, the numerator of which is the excess of the Current
Market Value per share of Underlying Common Stock on the date of exercise over the Exercise Price
per share as of the date of exercise and the denominator of which is the Current Market Value per
share of Underlying Common Stock on the date of exercise (any payment of Exercise Price pursuant to
this subclause (ii) being a Cashless Exercise).



The Company shall pay all taxes and other governmental charges that may be imposed on the
Company or on the Warrants or on any securities deliverable upon exercise of Warrants. The Company
shall not be required, however, to pay any tax or other charge imposed in connection with any
transfer involved in the issue of any certificate for shares of Common Stock or other securities
underlying the Warrants or payment of cash to any person other than the Holder of a Warrant
Certificate surrendered upon the exercise or purchase of a Warrant, and in case of such transfer or
payment, the Warrant Agent and the Company shall not be required to issue any stock certificate or
pay any cash until such tax or other charge has been paid or it has been established to the
Company’s satisfaction that no such tax or other charge is due.



This Warrant Certificate and all rights hereunder are transferable by the registered holder
hereof, in whole or in part, on the register of the Company, upon surrender of this Warrant
Certificate for registration of transfer at the office of the Warrant Agent maintained for such
purpose in the City of New York, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Warrant Agent duly executed by, the Holder
hereof or his attorney duly authorized in writing, with signature guaranteed as specified in the
attached Form of Assignment. Upon any partial transfer, the Company will issue and deliver to such
holder a new Warrant Certificate or Certificates with respect to any portion not so transferred.



No service charge shall be made for any registration of transfer or exchange of the Warrant
Certificates, but the Company may require payment of sum sufficient to cover any tax or other
governmental charge payable in connection therewith.



Each taker and holder of this Warrant Certificate by taking or holding the same, consents and
agrees that this Warrant Certificate when duly endorsed in blank shall be deemed negotiable and
that when this Warrant Certificate shall have been so endorsed, the holder hereof may be treated by
the Company, the Warrant Agent and all other persons dealing with this Warrant Certificate as the
absolute owner hereof for any purpose and as the person entitled to exercise the rights represented
hereby, or to the transfer hereof on the register of the Company maintained by the Warrant Agent,
any notice to the contrary notwithstanding, but until such transfer on such register, the Company
and the Warrant Agent may treat the registered Holder hereof as the owner for all purposes.



This Warrant Certificate and the Warrant Agreement are subject to amendment as provided in the
Warrant Agreement.



All terms used in this Warrant Certificate that are defined in the Warrant Agreement shall
have the meanings assigned to them in the Warrant Agreement.



Copies of the Warrant Agreement are on file at the office of the Warrant Agent and may be
obtained by writing to the Warrant Agent at the following address: Fortress Credit Corp, 1251
Avenue of the Americas, New York, NY 10020, Attention: John King.



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



Dated:      , 20     




WARP TECHNOLOGY HOLDINGS, INC.




By




Name and Title



Countersigned:



FORTRESS CREDIT CORP.



Warrant Agent



By:



Name and Title



FORM OF REVERSE OF WARRANT CERTIFICATE




EXERCISE SUBSCRIPTION FORM




(To be executed only upon exercise of Warrant)




To: WARP TECHNOLOGY HOLDINGS, INC.



The undersigned irrevocably exercises      of the Warrants for the purchase of
one share (subject to adjustment) of Common Stock, par value $0.00001 per share, of Warp Technology
Holdings, Inc., for each Warrant represented by the Warrant Certificate and herewith [makes payment
of $     (such payment being in cash or by certified or official bank check payable to the
order of      ) / elects Cashless Exercise in accordance with the Warrant Agreement],
all at the Exercise Price and on the terms and conditions specified in the within Warrant
Certificate and the Warrant Agreement therein referred to, surrenders this Warrant Certificate and
all right, title and interest therein to      and directs that the shares of Common
Stock deliverable upon the exercise of such Warrants be registered or placed in the name and at the
address specified below and delivered thereto.



Dated:      




(Signature of Owner)




(Street Address)



	 	 	 
	(City)(State) (Zip Code)
	Securities and/or check to be issued to:
	Please insert social security or identifying number:
	Name:
	Street Address:
	City, State and Zip Code:
	Any unexercised Warrants evidenced by the within Warrant Certificate to be issued to:
	Please insert social security or identifying number:
	Name:
	Street Address:
	City, State and Zip Code: