Filed by Automated Filing Services Inc. (604) 609-0244 - Cyberkinetics Neurotechnology Systems, Inc. - Exhibit 4.1





 EXHIBIT 4.1

EXHIBIT C

 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY
  IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
  OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
  REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
  AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
  OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS
  AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT,
  THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY
  AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN
  CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.



COMMON STOCK PURCHASE WARRANT

 To Purchase __________ Shares of Common Stock of


Cyberkinetics Neurotechnology Systems, Inc.



                     THIS
  COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value
  received, _____________ (the "Holder"), is entitled, upon the terms and
  subject to the limitations on exercise and the conditions hereinafter set forth,
  at any time on or after the date hereof (the "Initial Exercise Date")
  and on or prior to the close of business on the five year anniversary of the
  Initial Exercise Date (the "Termination Date") but not thereafter, to
  subscribe for and purchase from Cyberkinetics Neurotechnology Systems, Inc.,
  a Delaware corporation (the "Company"), up to ______ shares (the "Warrant
  Shares") of Common Stock, par value $0.001 per share, of the Company (the
  "Common Stock"). The purchase price of one share of Common Stock under
  this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

                     Section
  1.            
  Definitions. Capitalized terms used and not otherwise defined herein
  shall have the meanings set forth in that certain Securities Purchase Agreement
  (the "Purchase Agreement"), dated November 4, 2004, among the Company
  and the purchasers signatory thereto. 

                    
  Section 2.            
  Exercise.

                    a)           
  Exercise of Warrant. Exercise of the purchase rights represented by this
  Warrant may be made at any time or times on or after the Initial Exercise Date
  and on or

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before the Termination Date by delivery
  to the Company of a duly executed facsimile copy of the Notice of Exercise Form
  annexed hereto (or such other office or agency of the Company as it may designate
  by notice in writing to the registered Holder at the address of such Holder
  appearing on the books of the Company); provided, however, within
  5 Trading Days of the date said Notice of Exercise is delivered to the Company,
  the Holder shall have surrendered this Warrant to the Company and the Company
  shall have received payment of the aggregate Exercise Price of the shares thereby
  purchased by wire transfer or cashier's check drawn on a United States bank.

                    b)           
  Exercise Price. The exercise price of the Common Stock under this Warrant
  shall be $6.00, subject to adjustment hereunder (the "Exercise Price").


                    c)           
  Cashless Exercise. If at any time after one year from the date of issuance
  of this Warrant there is no effective Registration Statement registering the
  resale of the Warrant Shares by the Holder, then this Warrant may also be exercised
  at such time by means of a "cashless exercise" in which the Holder shall be
  entitled to receive a certificate for the number of Warrant Shares equal to
  the quotient obtained by dividing [(A-B) (X)] by (A), where: 

	 	 	 (A)      	=	 the Closing Price on the Trading Day immediately
        preceding the date of such election; 

	 	 	 	 	 
	 	 	 (B)      	=	 the Exercise Price of this Warrant, as adjusted;
        and 

	 	 	 	 	 
	 	 	 (X)      	=	 the number of Warrant Shares issuable upon exercise
        of this Warrant in accordance with the terms of this Warrant by means
        of a cash exercise rather than a cashless exercise. 



                     Notwithstanding
  anything herein to the contrary, on the Termination Date, this Warrant shall
  be automatically exercised via cashless exercise pursuant to this Section 2(c).

                    d)           
   Exercise Limitations; Holder's Restrictions. The Holder shall not
  have the right to exercise any portion of this Warrant, pursuant to Section
  2(c) or otherwise, to the extent that after giving effect to such issuance after
  exercise, the Holder (together with the Holder's affiliates), as set forth on
  the applicable Notice of Exercise, would beneficially own in excess of 4.99%
  of the number of shares of the Common Stock outstanding immediately after giving
  effect to such issuance. For purposes of the foregoing sentence, the number
  of shares of Common Stock beneficially owned by the Holder and its affiliates
  shall include the number of shares of Common Stock issuable upon exercise of
  this Warrant with respect to which the determination of such sentence is being
  made, but shall exclude the number of shares of Common Stock which would be
  issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant
  beneficially owned by the Holder or any of its affiliates and (B) exercise or
  conversion of the unexercised or nonconverted portion of any other securities
  of the Company (including, without limitation, any other Shares or Warrants)
  subject to a limitation on conversion or exercise analogous to the limitation
  contained herein beneficially owned by

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the Holder or any of its affiliates.
  Except as set forth in the preceding sentence, for purposes of this Section
  2(d), beneficial ownership shall be calculated in accordance with Section 13(d)
  of the Exchange Act, it being acknowledged by Holder that the Company is not
  representing to Holder that such calculation is in compliance with Section 13(d)
  of the Exchange Act and Holder is solely responsible for any schedules required
  to be filed in accordance therewith. To the extent that the limitation contained
  in this Section 2(d) applies, the determination of whether this Warrant is exercisable
  (in relation to other securities owned by the Holder) and of which a portion
  of this Warrant is exercisable shall be in the sole discretion of such Holder,
  and the submission of a Notice of Exercise shall be deemed to be such Holder's
  determination of whether this Warrant is exercisable (in relation to other securities
  owned by such Holder) and of which portion of this Warrant is exercisable, in
  each case subject to such aggregate percentage limitation, and the Company shall
  have no obligation to verify or confirm the accuracy of such determination.
  For purposes of this Section 2(d), in determining the number of outstanding
  shares of Common Stock, the Holder may rely on the number of outstanding shares
  of Common Stock as reflected in (x) the Company's most recent SEC Report, as
  the case may be, (y) a more recent public announcement by the Company or (z)
  any other notice by the Company or the Company's Transfer Agent setting forth
  the number of shares of Common Stock outstanding. Upon the written or oral request
  of the Holder, the Company shall within two Trading Days confirm orally and
  in writing to the Holder the number of shares of Common Stock then outstanding.
  In any case, the number of outstanding shares of Common Stock shall be determined
  after giving effect to the conversion or exercise of securities of the Company,
  including this Warrant, by the Holder or its affiliates since the date as of
  which such number of outstanding shares of Common Stock was reported. The provisions
  of this Section 2(d) may be waived by the Holder upon, at the election of the
  Holder, not less than 61 days' prior notice to the Company, and the provisions
  of this Section 2(d) shall continue to apply until such 61st day
  (or such later date, as determined by the Holder, as may be specified in such
  notice of waiver). 

                    e)           
  Mechanics of Exercise. 

                    i.          
  Authorization of Warrant Shares. The Company covenants that all Warrant
  Shares which may be issued upon the exercise of the purchase rights represented
  by this Warrant will, upon exercise of the purchase rights represented by this
  Warrant, be duly authorized, validly issued, fully paid and nonassessable and
  free from all taxes, liens and charges in respect of the issue thereof (other
  than taxes in respect of any transfer occurring contemporaneously with such
  issue). The Company covenants that during the period the Warrant is outstanding,
  it will reserve from its authorized and unissued Common Stock a sufficient number
  of shares to provide for the issuance of the Warrant Shares upon the exercise
  of any purchase rights under this Warrant. The Company further covenants that
  its issuance of this Warrant shall constitute full authority to its officers
  who are charged with the duty of executing stock certificates to execute and
  issue the necessary certificates for the Warrant Shares upon the exercise of
  the purchase rights under this Warrant. The Company will 

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take all such reasonable action as
  may be necessary to assure that such Warrant Shares may be issued as provided
  herein without violation of any applicable law or regulation, or of any requirements
  of the Trading Market upon which the Common Stock may be listed. 

                    ii.          Delivery
  of Certificates Upon Exercise. Certificates for shares purchased hereunder
  shall be transmitted by the transfer agent of the Company to the Holder by crediting
  the account of the Holder's prime broker with the Depository Trust Company through
  its Deposit Withdrawal Agent Commission ("DWAC") system if the Company
  is a participant in such system, and otherwise by physical delivery to the address
  specified by the Holder in the Notice of Exercise within 3 Trading Days from
  the delivery to the Company of the Notice of Exercise Form, surrender of this
  Warrant and payment of the aggregate Exercise Price as set forth above ("Warrant
  Share Delivery Date"). This Warrant shall be deemed to have been exercised
  on the date the Exercise Price is received by the Company. The Warrant Shares
  shall be deemed to have been issued, and Holder or any other person so designated
  to be named therein shall be deemed to have become a holder of record of such
  shares for all purposes, as of the date the Warrant has been exercised by payment
  to the Company of the Exercise Price and all taxes required to be paid by the
  Holder, if any, pursuant to Section 2(e)(vii) prior to the issuance of such
  shares, have been paid.

                    iii.         Delivery
  of New Warrants Upon Exercise. If this Warrant shall have been exercised
  in part, the Company shall, at the time of delivery of the certificate or certificates
  representing Warrant Shares, deliver to Holder a new Warrant evidencing the
  rights of Holder to purchase the unpurchased Warrant Shares called for by this
  Warrant, which new Warrant shall in all other respects be identical with this
  Warrant. 

                    iv.          Rescission
  Rights. If the Company fails to cause its transfer agent to transmit to
  the Holder a certificate or certificates representing the Warrant Shares pursuant
  to this Section 2(e)(iv) by the Warrant Share Delivery Date, then the Holder
  will have the right to rescind such exercise.

                    v.          
  Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise.
  In addition to any other rights available to the Holder, if the Company fails
  to cause its transfer agent to transmit to the Holder a certificate or certificates
  representing the Warrant Shares pursuant to an exercise on or before the Warrant
  Share Delivery Date, and if after such date the Holder is required by its broker
  to purchase (in an open market transaction or otherwise) shares of Common Stock
  to deliver in satisfaction of a sale by the Holder of the Warrant Shares which
  the Holder anticipated receiving upon such exercise (a "Buy-In"), then
  the Company shall (1) pay in cash to the Holder the amount by which (x) the

4






Holder'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 Holder in connection with the exercise
  at issue times (B) the price at which the sell order giving rise to such purchase
  obligation was executed, and (2) at the option of the Holder, either reinstate
  the portion of the Warrant and equivalent number of Warrant Shares for which
  such exercise was not honored or deliver to the Holder the number of shares
  of Common Stock that would have been issued had the Company timely complied
  with its exercise and delivery obligations hereunder. For example, if the Holder
  purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In
  with respect to an attempted exercise of shares of Common Stock with an aggregate
  sale price giving rise to such purchase obligation of $10,000, under clause
  (1) of the immediately preceding sentence the Company shall be required to pay
  the Holder $1,000. The Holder shall provide the Company written notice indicating
  the amounts payable to the Holder in respect of the Buy-In, together with applicable
  confirmations and other evidence reasonably requested by the Company. Nothing
  herein shall limit a Holder's right to pursue any other remedies available to
  it hereunder, at law or in equity including, without limitation, a decree of
  specific performance and/or injunctive relief with respect to the Company's
  failure to timely deliver certificates representing shares of Common Stock upon
  exercise of the Warrant as required pursuant to the terms hereof. 

                    vi.          No
  Fractional Shares or Scrip. No fractional shares or scrip representing fractional
  shares shall be issued upon the exercise of this Warrant. As to any fraction
  of a share which Holder would otherwise be entitled to purchase upon such exercise,
  the Company shall pay a cash adjustment in respect of such final fraction in
  an amount equal to such fraction multiplied by the Exercise Price. 

                     vii.         Charges,
  Taxes and Expenses. Issuance of certificates for Warrant Shares shall be
  made without charge to the Holder for any issue or transfer tax or other incidental
  expense in respect of the issuance of such certificate, all of which taxes and
  expenses shall be paid by the Company, and such certificates shall be issued
  in the name of the Holder or in such name or names as may be directed by the
  Holder; provided, however, that in the event certificates for
  Warrant Shares are to be issued in a name other than the name of the Holder,
  this Warrant when surrendered for exercise shall be accompanied by the Assignment
  Form attached hereto duly executed by the Holder; and the Company may require,
  as a condition thereto, the payment of a sum sufficient to reimburse it for
  any transfer tax incidental thereto. 

5






                    viii.        Closing
  of Books. The Company will not close its stockholder books or records in
  any manner which prevents the timely exercise of this Warrant, pursuant to the
  terms hereof.

Section 3.            
  Certain Adjustments. 

                    a)           
  Stock Dividends and Splits. If the Company, at any time while this Warrant
  is outstanding: (A) pays a stock dividend or otherwise make a distribution or
  distributions on shares of its Common Stock or any other equity or equity equivalent
  securities payable in shares of Common Stock (which, for avoidance of doubt,
  shall not include any shares of Common Stock issued by the Company pursuant
  to this Warrant), (B) subdivides outstanding shares of Common Stock into a larger
  number of shares, (C) combines (including by way of reverse stock split) outstanding
  shares of Common Stock into a smaller number of shares, or (D) issues by reclassification
  of shares of the Common Stock any shares of capital stock of the Company, then
  in each case the Exercise Price shall be multiplied by a fraction of which the
  numerator shall be the number of shares of Common Stock (excluding treasury
  shares, if any) outstanding before such event and of which the denominator shall
  be the number of shares of Common Stock outstanding after such event and the
  number of shares issuable upon exercise of this Warrant shall be proportionately
  adjusted. Any adjustment made pursuant to this Section 3(a) shall become effective
  immediately after the record date for the determination of stockholders entitled
  to receive such dividend or distribution and shall become effective immediately
  after the effective date in the case of a subdivision, combination or re-classification.


                    b)           
  [INTENTIONALLY OMITTED]. 

                    c)           
  Pro Rata Distributions. If the Company, at any time prior to the Termination
  Date, shall distribute to all holders of Common Stock (and not to Holders of
  the Warrants) evidences of its indebtedness or assets or rights or warrants
  to subscribe for or purchase any security other than the Common Stock (which
  shall be subject to Section 3(b)), then in each such case the Exercise Price
  shall be adjusted by multiplying the Exercise Price in effect immediately prior
  to the record date fixed for determination of stockholders entitled to receive
  such distribution by a fraction of which the denominator shall be the Closing
  Price determined as of the record date mentioned above, and of which the numerator
  shall be such Closing Price on such record date less the then per share fair
  market value at such record date of the portion of such assets or evidence of
  indebtedness so distributed applicable to one outstanding share of the Common
  Stock as determined by the Board of Directors in good faith. In either case
  the adjustments shall be described in a statement provided to the Holders of
  the portion of assets or evidences of indebtedness so distributed or such subscription
  rights applicable to one share of Common Stock. Such adjustment shall be made
  whenever any such distribution is made and shall become effective immediately
  after the record date mentioned above. 

                    d)           
  Fundamental Transaction. If, at any time while this Warrant is outstanding,
  (A) the Company effects any merger or consolidation of the Company with or into
  another Person, (B) the Company effects any sale of all or substantially all
  of its


6







assets in one or a series of related
  transactions, (C) any tender offer or exchange offer (whether by the Company
  or another Person) is completed pursuant to which holders of Common Stock are
  permitted to tender or exchange their shares for other securities, cash or property,
  or (D) the Company effects any reclassification of the Common Stock or any compulsory
  share exchange pursuant to which the Common Stock is effectively converted into
  or exchanged for other securities, cash or property (in any such case, a "Fundamental
  Transaction"), then, upon any subsequent conversion of this Warrant, the
  Holder shall have the right to receive, for each Warrant Share that would have
  been issuable upon such exercise absent such Fundamental Transaction, at the
  option of the Holder, (a) upon exercise of this Warrant, the number of shares
  of Common Stock of the successor or acquiring corporation or of the Company,
  if it is the surviving corporation, and Alternate Consideration receivable upon
  or as a result of such reorganization, reclassification, merger, consolidation
  or disposition of assets by a Holder of the number of shares of Common Stock
  for which this Warrant is exercisable immediately prior to such event or (b)
  if the Company is acquired in an all cash transaction, cash equal to the value
  of this Warrant as determined in accordance with the Black-Scholes option pricing
  formula (the "Alternate Consideration"). For purposes of any such exercise,
  the determination of the Exercise Price shall be appropriately adjusted to apply
  to such Alternate Consideration based on the amount of Alternate Consideration
  issuable in respect of one share of Common Stock in such Fundamental Transaction,
  and the Company shall apportion the Exercise Price among the Alternate Consideration
  in a reasonable manner reflecting the relative value of any different components
  of the Alternate Consideration. If holders of Common Stock are given any choice
  as to the securities, cash or property to be received in a Fundamental Transaction,
  then the Holder shall be given the same choice as to the Alternate Consideration
  it receives upon any exercise of this Warrant following such Fundamental Transaction.
  To the extent necessary to effectuate the foregoing provisions, any successor
  to the Company or surviving entity in such Fundamental Transaction shall issue
  to the Holder a new warrant consistent with the foregoing provisions and evidencing
  the Holder's right to exercise such warrant into Alternate Consideration. The
  terms of any agreement pursuant to which a Fundamental Transaction is effected
  shall include terms requiring any such successor or surviving entity to comply
  with the provisions of this Section 3(d) and insuring that this Warrant (or
  any such replacement security) will be similarly adjusted upon any subsequent
  transaction analogous to a Fundamental Transaction. 

                    e)           
  Exempt Issuance. Notwithstanding the foregoing, no adjustments, Alternate
  Consideration nor notices shall be made, paid or issued under this Section 3
  in respect of an Exempt Issuance. 

                    f)           
  Calculations. All calculations under this Section 3 shall be made to
  the nearest cent or the nearest 1/100th of a share, as the case may be. The
  number of shares of Common Stock outstanding at any given time shall not includes
  shares of Common Stock owned or held by or for the account of the Company, and
  the description of any such shares of Common Stock shall be considered on issue
  or sale of Common Stock. For purposes of this Section 3, the number of shares
  of Common Stock deemed to be issued and outstanding as of a given date shall
  be the sum of the number of shares of Common Stock (excluding treasury shares,
  if any) issued and outstanding. 

 7





                    g)           
  Voluntary Adjustdeemed appropriate by the Board of Directors of the Company.
  ment By Company. The Company may at any time during the term of this Warrant
  reduce the then current Exercise Price to any amount and for any period of time


                    h)           
  Notice to Holders.

                    i.          
  Adjustment to Exercise Price. Whenever the Exercise Price is adjusted
  pursuant to this Section 3, the Company shall promptly mail to each Holder a
  notice setting forth the Exercise Price after such adjustment and setting forth
  a brief statement of the facts requiring such adjustment. 

                    ii.          Notice
  to Allow Exercise by Holder. If (A) the Company shall declare a dividend
  (or any other distribution) on the Common Stock; (B) the Company shall declare
  a special nonrecurring cash dividend on or a redemption of the Common Stock;
  (C) the Company shall authorize the granting to all holders of the Common Stock
  rights or warrants to subscribe for or purchase any shares of capital stock
  of any class or of any rights; (D) the approval of any stockholders of the Company
  shall be required in connection with any reclassification of the Common Stock,
  any consolidation or merger to which the Company is a party, any sale or transfer
  of all or substantially all of the assets of the Company, of any compulsory
  share exchange whereby the Common Stock is converted into other securities,
  cash or property; (E) the Company shall authorize the voluntary or involuntary
  dissolution, liquidation or winding up of the affairs of the Company; then,
  in each case, the Company shall cause to be mailed to the Holder at its last
  addresses as it shall appear upon the Warrant Register of the Company, at least
  20 calendar days prior to the applicable record or effective date hereinafter
  specified, a notice stating (x) the date on which a record is to be taken for
  the purpose of such dividend, distribution, redemption, rights or warrants,
  or if a record is not to be taken, the date as of which the holders of the Common
  Stock of record to be entitled to such dividend, distributions, redemption,
  rights or warrants are to be determined or (y) the date on which such reclassification,
  consolidation, merger, sale, transfer or share exchange is expected to become
  effective or close, and the date as of which it is expected that holders of
  the Common Stock of record shall be entitled to exchange their shares of the
  Common Stock for securities, cash or other property deliverable upon such reclassification,
  consolidation, merger, sale, transfer or share exchange; provided, that
  the failure to mail such notice or any defect therein or in the mailing thereof
  shall not affect the validity of the corporate action required to be specified
  in such notice. The Holder is entitled to exercise this Warrant during the 20-day
  period commencing the date of such notice to the effective date of the event
  triggering such notice. 

Section 4.            
  Transfer of Warrant. 

 8





                    a)           
   Transferability. Subject to compliance with any applicable securities
  laws and the conditions set forth in Sections 5(a) and 4(d) hereof and to the
  provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights
  hereunder are transferable, in whole or in part, upon surrender of this Warrant
  at the principal office of the Company, together with a written assignment of
  this Warrant substantially in the form attached hereto duly executed by the
  Holder or its agent or attorney and funds sufficient to pay any transfer taxes
  payable upon the making of such transfer. Upon such surrender and, if required,
  such payment, the Company shall execute and deliver a new Warrant or Warrants
  in the name of the assignee or assignees and in the denomination or denominations
  specified in such instrument of assignment, and shall issue to the assignor
  a new Warrant evidencing the portion of this Warrant not so assigned, and this
  Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be
  exercised by a new holder for the purchase of Warrant Shares without having
  a new Warrant issued.

                    b)           
  New Warrants. This Warrant may be divided or combined with other Warrants
  upon presentation hereof at the aforesaid office of the Company, together with
  a written notice specifying the names and denominations in which new Warrants
  are to be issued, signed by the Holder or its agent or attorney. Subject to
  compliance with Section 4(a), as to any transfer which may be involved in such
  division or combination, the Company shall execute and deliver a new Warrant
  or Warrants in exchange for the Warrant or Warrants to be divided or combined
  in accordance with such notice. 

                    c)           
  Warrant Register. The Company shall register this Warrant, upon records
  to be maintained by the Company for that purpose (the "Warrant Register"),
  in the name of the record Holder hereof from time to time. The Company may deem
  and treat the registered Holder of this Warrant as the absolute owner hereof
  for the purpose of any exercise hereof or any distribution to the Holder, and
  for all other purposes, absent actual notice to the contrary. 

                    d)           
  Transfer Restrictions. If, at the time of the surrender of this Warrant
  in connection with any transfer of this Warrant, the transfer of this Warrant
  shall not be registered pursuant to an effective registration statement under
  the Securities Act and under applicable state securities or blue sky laws, the
  Company may require, as a condition of allowing such transfer (i) that the Holder
  or transferee of this Warrant, as the case may be, furnish to the Company a
  written opinion of counsel (which opinion shall be in form, substance and scope
  customary for opinions of counsel in comparable transactions) to the effect
  that such transfer may be made without registration under the Securities Act
  and under applicable state securities or blue sky laws, (ii) that the holder
  or transferee execute and deliver to the Company an investment letter in form
  and substance acceptable to the Company and (iii) that the transferee be an
  "accredited investor" as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7),
  or (a)(8) promulgated under the Securities Act or a qualified institutional
  buyer as defined in Rule 144A(a) under the Securities Act. 

Section 5.            
  Miscellaneous. 

                     a)           
  Title to Warrant. Prior to the Termination Date and subject to compliance
  with applicable laws and Section 4 of this Warrant, this Warrant and all rights
  hereunder

 9





are transferable, in whole or in part,
  at the office or agency of the Company by the Holder in person or by duly authorized
  attorney, upon surrender of this Warrant together with the Assignment Form annexed
  hereto properly endorsed. The transferee shall sign an investment letter in
  form and substance reasonably satisfactory to the Company. 

                    b)           
  No Rights as Shareholder Until Exercise. This Warrant does not entitle
  the Holder to any voting rights or other rights as a shareholder of the Company
  prior to the exercise hereof. Upon the surrender of this Warrant and the payment
  of the aggregate Exercise Price (or by means of a cashless exercise), the Warrant
  Shares so purchased shall be and be deemed to be issued to such Holder as the
  record owner of such shares as of the close of business on the later of the
  date of such surrender or payment. 

                    c)           
  Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants
  that upon receipt by the Company of evidence reasonably satisfactory to it of
  the loss, theft, destruction or mutilation of this Warrant or any stock certificate
  relating to the Warrant Shares, and in case of loss, theft or destruction, of
  indemnity or security reasonably satisfactory to it (which, in the case of the
  Warrant, shall not include the posting of any bond), and upon surrender and
  cancellation of such Warrant or stock certificate, if mutilated, the Company
  will make and deliver a new Warrant or stock certificate of like tenor and dated
  as of such cancellation, in lieu of such Warrant or stock certificate. 

                    d)           
  Saturdays, Sundays, Holidays, etc. If the last or appointed day for the
  taking of any action or the expiration of any right required or granted herein
  shall be a Saturday, Sunday or a legal holiday, then such action may be taken
  or such right may be exercised on the next succeeding day not a Saturday, Sunday
  or legal holiday. 

                    e)           
  Authorized Shares.

                    The
  Company covenants that during the period the Warrant is outstanding, it will
  reserve from its authorized and unissued Common Stock a sufficient number of
  shares to provide for the issuance of the Warrant Shares upon the exercise of
  any purchase rights under this Warrant. The Company further covenants that its
  issuance of this Warrant shall constitute full authority to its officers who
  are charged with the duty of executing stock certificates to execute and issue
  the necessary certificates for the Warrant Shares upon the exercise of the purchase
  rights under this Warrant. The Company will take all such reasonable action
  as may be necessary to assure that such Warrant Shares may be issued as provided
  herein without violation of any applicable law or regulation, or of any requirements
  of the Trading Market upon which the Common Stock may be listed.

                    Except
  and to the extent as waived or consented to by the Holder, the Company shall
  not by any action, including, without limitation, amending its certificate of
  incorporation or through any reorganization, transfer of assets, consolidation,
  merger, dissolution, issue or sale of securities or any other voluntary action,
  avoid or seek to avoid the observance or performance of any of

 10





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 actions as may be necessary or appropriate to protect
  the rights of Holder as set forth in this Warrant against impairment. Without
  limiting the generality of the foregoing, the Company will (a) not increase
  the par value of any Warrant Shares above the amount payable therefor upon such
  exercise immediately prior to such increase in par value, (b) take all such
  action as may be necessary or appropriate in order that the Company may validly
  and legally issue fully paid and nonassessable Warrant Shares upon the exercise
  of this Warrant, and (c) use commercially reasonable efforts to obtain all such
  authorizations, exemptions or consents from any public regulatory body having
  jurisdiction thereof as may be necessary to enable the Company to perform its
  obligations under this Warrant. 

                    Before
  taking any action which would result in an adjustment in the number of Warrant
  Shares for which this Warrant is exercisable or in the Exercise Price, the Company
  shall obtain all such authorizations or exemptions thereof, or consents thereto,
  as may be necessary from any public regulatory body or bodies having jurisdiction
  thereof. 

                    f)           
  Jurisdiction. All questions concerning the construction, validity, enforcement
  and interpretation of this Warrant shall be determined in accordance with the
  provisions of the Purchase Agreement. 

                    g)           
  Restrictions. The Holder acknowledges that the Warrant Shares acquired
  upon the exercise of this Warrant, if not registered, will have restrictions
  upon resale imposed by state and federal securities laws. 

                    h)           
  Nonwaiver and Expenses. No course of dealing or any delay or failure
  to exercise any right hereunder on the part of Holder shall operate as a waiver
  of such right or otherwise prejudice Holder's rights, powers or remedies, notwithstanding
  the fact that all rights hereunder terminate on the Termination Date. If the
  Company willfully and knowingly fails to comply with any provision of this Warrant,
  which results in any material damages to the Holder, the Company shall pay to
  Holder such amounts as shall be sufficient to cover any costs and expenses including,
  but not limited to, reasonable attorneys' fees, including those of appellate
  proceedings, incurred by Holder in collecting any amounts due pursuant hereto
  or in otherwise enforcing any of its rights, powers or remedies hereunder. 

                    i)           
  Notices. Any notice, request or other document required or permitted
  to be given or delivered to the Holder by the Company shall be delivered in
  accordance with the notice provisions of the Purchase Agreement. 

                    j)           
  Limitation of Liability. No provision hereof, in the absence of any affirmative
  action by Holder to exercise this Warrant or purchase Warrant Shares, and no
  enumeration herein of the rights or privileges of Holder, shall give rise to
  any liability of Holder for the purchase price of any Common Stock or as a stockholder
  of the Company, whether such liability is asserted by the Company or by creditors
  of the Company. 

 11





                    k)           
  Remedies. Holder, in addition to being entitled to exercise all rights
  granted by law, including recovery of damages, will be entitled to specific
  performance of its rights under this Warrant. The Company agrees that monetary
  damages would not be adequate compensation for any loss incurred by reason of
  a breach by it of the provisions of this Warrant and hereby agrees to waive
  the defense in any action for specific performance that a remedy at law would
  be adequate. 

                    l)           
  Successors and Assigns. Subject to applicable securities laws, this Warrant
  and the rights and obligations evidenced hereby shall inure to the benefit of
  and be binding upon the successors of the Company and the successors and permitted
  assigns of Holder. The provisions of this Warrant are intended to be for the
  benefit of all Holders from time to time of this Warrant and shall be enforceable
  by any such Holder or holder of Warrant Shares. 

                    m)           
  Amendment. This Warrant may be modified or amended or the provisions
  hereof waived with the written consent of the Company and the Holder. 

                    n)           
  Severability. Wherever possible, each provision of this Warrant shall
  be interpreted in such manner as to be effective and valid under applicable
  law, but if any provision of this Warrant shall be prohibited by or invalid
  under applicable law, such provision shall be ineffective to the extent of such
  prohibition or invalidity, without invalidating the remainder of such provisions
  or the remaining provisions of this Warrant.

                    o)           
  Headings. The headings used in this Warrant are for the convenience of
  reference only and shall not, for any purpose, be deemed a part of this Warrant.


 ********************

 12





                     IN
  WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer
  thereunto duly authorized. 

 Dated: November __, 2004 

	 	CYBERKINETICS NEUROTECHNOLOGY SYSTEMS, INC.
      
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name: 

      Title: 


 13








 NOTICE OF EXERCISE 

 TO:      Cyberkinetics Neurotechnology Systems, Inc.


                                         (1)           
  The undersigned hereby elects to purchase ________ Warrant Shares of the Company
  pursuant to the terms of the attached Warrant (only if exercised in full), and
  tenders herewith payment of the exercise price in full, together with all applicable
  transfer taxes, if any. 

                                         (2)           
  Payment shall take the form of (check applicable box):

[ ] in lawful money of the United States;
  or 

[ ] the cancellation of such number
  of Warrant Shares as is necessary, in accordance with the formula set forth
  in subsection 2(c), to exercise this Warrant with respect to the maximum number
  of Warrant Shares purchasable pursuant to the cashless exercise procedure set
  forth in subsection 2(c). 

                                         (3)           
  Please issue a certificate or certificates representing said Warrant Shares
  in the name of the undersigned or in such other name as is specified below:


_______________________________

The Warrant Shares shall be delivered to the following: 

_______________________________

_______________________________

_______________________________



                                          (4)           
  Accredited Investor. The undersigned is an "accredited investor" as defined
  in Regulation D promulgated under the Securities Act of 1933, as amended. 

[SIGNATURE OF HOLDER] 



	 Name of Investing Entity:  __________________________________________________________________________________________________________________________
	 Signature of Authorized Signatory of Investing
      Entity:  ____________________________________________________________________________________________________
	 Name of Authorized Signatory:  ______________________________________________________________________________________________________________________
    
	 Title of Authorized Signatory:  _______________________________________________________________________________________________________________________
    
	 Date:  __________________________________________________________________________________________________________________________________________






 

 ASSIGNMENT FORM


(To assign the foregoing warrant, execute 

this form and supply required information.

Do not use this form to exercise the warrant.)



                     FOR
  VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
  assigned to _______________________________________________ whose address is_______________________________________________________________
  . 

_______________________________________________________________

Dated: ______________ , _______


	 	 Holder's Signature:  	 	 
	 	 	 	 
	 	 Holder's Address:  	 	 
	 	 	 	 
	 	 	 	 



 Signature Guaranteed: ___________________________________________

 NOTE: The signature to this Assignment Form must correspond
  with the name as it appears on the face of the Warrant, without alteration or
  enlargement or any change whatsoever, and must be guaranteed by a bank or trust
  company. Officers of corporations and those acting in a fiduciary or other representative
  capacity should file proper evidence of authority to assign the foregoing Warrant.