Form of Warrant



 Exhibit 4.1 

NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT (AS DEFINED BELOW), OR APPLICABLE
STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, OR (B) AN OPINION OF COUNSEL, IN A
GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT (II) UNLESS SOLD OR TRANSFERRED TO A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT OR (III) UNLESS SOLD PURSUANT TO RULE
144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THESE SECURITIES. 

AUTHENTIDATE HOLDING CORP. 

COMMON STOCK WARRANT 

THIS CERTIFIES THAT, for value received, the Holder is entitled to purchase, and Authentidate Holding Corp., a Delaware corporation (the
“Company”), promises and agrees to sell and issue to the Holder, at any time, or from time to time, during the Exercise Period, up to              shares of Common
Stock, par value $0.001 per share (the “Common Stock”), of the Company, at the Exercise Price, subject to the provisions and upon the terms and conditions hereinafter set forth. This Warrant is one of the Unit Warrants issued in the
Offering. 
 1. Definitions of Certain Terms. In addition to the terms defined elsewhere in this Warrant, the following terms have the
following meanings: 
 (a) “Business Day” means a day on which banks are open for business in the city of New
York. 
 (b) “Commission” means the U.S. Securities and Exchange Commission. 

(c) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder. 
 (d) “Exercise Price” means the price at which the Holder may purchase one share of Common Stock
upon exercise of this Warrant as determined from time to time pursuant to the provisions hereof. The initial Exercise Price is $0.70 per share, subject to adjustment as provided herein. 

(e) “Expiration Date” means the 54-month anniversary of the Initial Exercise Date. 

(f) “Holder” means a record holder of the Warrant or shares of Common Stock obtained or obtainable upon exercise of the
Warrant, as applicable. The initial Holder is [                    ]. 







 (g) “Initial Exercise Date” means the six-month anniversary of the Issue
Date. 
 (h) “Issue Date” means
                         , 2010. 

(i) “Offering” shall have the meaning ascribed to such term in the Purchase Agreement and is incorporated herein by this
reference. 
 (j) “Preferred Stock” means the preferred stock, par value $0.10 per share, of the Company.

 (k) “Purchase Agreement” means that certain Securities Purchase Agreement, dated as of the Issue Date,
between the Company and the purchasers of Units specified therein. 
 (l) “Registration Rights Agreement” means
that certain Registration Rights Agreement, dated as of the Issue Date, between the Company and the purchasers of the Units specified therein. 

(m) “Securities Act” means the Securities Act of 1933, as amended. 

(n) “Unit” means a unit consisting of (i) six (6) shares of Common Stock, (ii) one (1) share of
Series C 15% Convertible Redeemable Preferred Stock, and (iii) a warrant to purchase five (5) shares of Common Stock, issued pursuant to the terms of the Purchase Agreement. 

(o) “Unit Warrants” means, collectively, the warrants issued to the investors in the Offering, as more fully described
in the Purchase Agreement. 
 (p) “Warrant” means this warrant and any warrant or warrants hereafter issued as
a consequence of the exercise or transfer of this warrant in whole or in part. 
 2. Exercise of Warrant. 

(a) Manner of Exercise. 

(i) Cash Exercise. This Warrant may be exercised, in whole or in part, at any time or from time to time, during the period
commencing as of 9:30:01 a.m., New York time, on the Initial Exercise Date and ending as of 5:30 p.m., New York time, on the Expiration Date (the “Exercise Period”), for
             fully paid and non-assessable shares of Common Stock (the “Warrant Shares”), for an exercise price per share equal to the Exercise Price, by delivery to
the Company at its headquarters, or at such other place as is designated in writing by the Company, of: 
 (1) a duly executed
Notice of Exercise, substantially in the form of Attachment I attached hereto and incorporated by reference herein; 

(2) this Warrant; and 

(3) subject to Section 2(a)(ii) below, payment of an amount in cash equal to the product of the Exercise Price multiplied by
the number of Warrant Shares being purchased upon such exercise, with such payment being in the form of a wire transfer of funds to an account designated in writing by the Company. 

 

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 The date on which the Company receives the Notice of Exercise, this Warrant, and the
Exercise Price payable with respect to the Warrant Shares being purchased shall be deemed to be the date of exercise (the “Date of Exercise”). 

(ii) Cashless Exercise. Notwithstanding the provisions of Section 2(a)(i)(3) above (requiring payment by wire
transfer), the Company agrees that, unless otherwise prohibited by applicable law, if at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of
the Warrant Shares to the Holder or all of the Warrant Shares are not then registered for resale by Holder into the market at market prices from time to time on an effective registration statement for use on a continuous basis (or the prospectus
contained therein is not available for use), then Holder shall have the right at such time to exercise this Warrant in full or in part on a cashless basis, computed using the following formula: 

 

	
	X = Y (A - B)
	      A


Where: 
 X =
The number of Warrant Shares to be issued to the Holder pursuant to this cashless exercise; 
 Y = The number of Warrant Shares
in respect of which the net issue election is made; 
 A = The Fair Market Value (as defined below) of one Warrant Share at the
time the cashless exercise election is made; and 
 B = The Exercise Price then in effect at the time of such exercise.

 The term “Fair Market Value” shall mean, on any given day: (A) if the class of Warrant Shares is
exchange-traded, the average of the closing sales prices per share of the class of Warrant Shares for the ten (10) consecutive trading days ending on the day that is two (2) trading days prior to the applicable date of determination of
Fair Market Value; or (B) if the class of Warrant Shares is not listed or admitted to trading on any securities exchange but is regularly traded in any over-the-counter market, then the average of the bid and ask prices per share of the class
of Warrant Shares for the ten (10) consecutive trading days ending on the day that is two (2) trading days prior to the applicable date of determination of Fair Market Value; or (C) if the class of Warrant Shares is not traded as
described in clauses (A) or (B), then the per share fair market value of the class of Warrant Shares as determined in good faith by the Company’s Board of Directors. 

(b) Delivery of Certificates. Subject to the provisions below, upon receipt of the Notice of Exercise, the Company shall
immediately instruct its transfer agent to prepare certificates for the Warrant Shares to be received by the Holder upon such exercise. The Company shall, at its own cost and expense, cause the transfer agent to deliver such certificates

  

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to the Holder (or to such other nominee as may be designated by the Holder) within three Business Days following the Date of Exercise (the “Delivery Period”). The Holder shall be
deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised as of the Date of Exercise, irrespective of the date such certificates are actually delivered by the
transfer agent to the Holder or are credited to the Holder’s Depository Trust Company (“DTC”) account, as the case may be. If fewer than all of the Warrant Shares purchasable under the Warrant are purchased, the Company will,
upon such partial exercise, execute and deliver to the Holder a new Warrant (dated as of the Issue Date), in the same form and tenor as this Warrant, evidencing that portion of the Warrant not exercised. 

(c) Delivery of Electronic Shares. In lieu of delivering physical certificates representing the Warrant Shares issuable upon
exercise (provided that the transfer agent is participating in the DTC Fast Automated Securities Transfer program and provided further that the Holder provides the transfer agent with information required in order to issue such Warrant Shares to the
Holder electronically), upon the request of the Holder as set forth in the Notice of Exercise, but only if the Warrant Shares may be issued without restrictive legends, the Company shall cause its transfer agent to electronically transmit, within
the Delivery Period, the Warrant Shares issuable upon exercise to the Holder by crediting Holder’s account with DTC through its Deposit Withdrawal Agent Commission system. Any delivery not effected by electronic transmission shall be effected
by delivery of physical certificates. 
 (d) No Fractional Shares. If a fractional share of Warrant Shares would, but for
the provisions of this Section 2(d), be issuable upon exercise of the rights represented by this Warrant, the Company shall (i) round a half share or greater to be delivered to Holder up to the next whole share and (ii) round a
less-than-half share to be delivered to Holder down to the nearest whole share. 
 (e) Buy-In. Notwithstanding anything
else to the contrary contained herein, 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 applicable Warrant Shares
purchased upon exercise hereof or credit the Holder’s balance account with DTC, as applicable, on or before the end of the Delivery Period (other than a failure caused by any incorrect or incomplete information provided by Holder to the Company
hereunder), and if after such date the Holder purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of Warrant Shares that the Holder anticipated receiving from the Company upon exercise of this Warrant (a
“Buy-In”), then the Company shall, within three Business Days after the Holder’s request, (1) pay cash to the Holder the amount by which (x) the Holder’s total purchase price (including 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, by (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 Warrant Shares that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. 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 
  

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and other evidence reasonably requested by the Company. Nothing herein shall limit the 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 the Securities as required pursuant to the terms hereof. 

(f) No Charge to Holder Upon Issuance. The issuance of Warrant Shares upon exercise of this Warrant shall be made without charge
to Holder for any issuance tax in respect thereof or other cost incurred by the Company in connection with such exercise and the related issuance of Warrant Shares (other than any transfer taxes resulting from the issuance of Warrant Shares to any
person other than Holder). 
 (g) Reservation of Shares. During the Exercise Period, the Company shall reserve and keep
available out of its authorized but unissued Common Stock such number of Warrant Shares issuable upon the full exercise of this Warrant. All Warrant Shares which are so issuable shall, when issued and upon the payment of the applicable Exercise
Price, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges and not subject to the pre-emptive rights of any holder of Common Stock or any other class or series of stock of the Company. During the
Exercise Period, the Company shall not take any action which would cause the number of authorized but unissued Common Stock to be less than the number of such shares required to be reserved hereunder for issuance upon exercise of this Warrant.

 (h) Limitations on Exercises. 

(i) Notwithstanding anything to the contrary contained in this Warrant, this Warrant shall not be exercisable by the Holder hereof to the
extent (but only to the extent) that the Holder or any of its affiliates would beneficially own in excess of 9.98% (the “Maximum Percentage”) of the Common Stock. To the extent the above limitation applies, the determination of
whether this Warrant shall be exercisable (vis-à-vis other convertible, exercisable or exchangeable securities owned by the Holder or any of its affiliates) and of which such securities shall be exercisable (as among all such securities owned
by the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise this Warrant pursuant to
this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and
calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the Exchange Act. The limitations contained in this paragraph shall apply to a successor
Holder of this Warrant. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding,
including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock. The provisions of this Section 2(h)(i) may be waived by such Holder, at the election of such Holder, upon not less than
61 days’ prior notice to the Company, and the provisions of this Section 2(h)(i) shall continue to apply until such 61st day (or such later date, as determined by such Holder, as may be specified in such notice of waiver).

  

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 (ii) Notwithstanding anything else set forth herein, in no event shall this Warrant be
exercisable by the Holder to the extent that the Holder or any of its affiliates would beneficially own in excess of 19.99% of the number of shares of the Company’s Common Stock outstanding as of the Issue Date unless any issuances in excess of
the foregoing limitation are approved by the Company’s common stockholders. 
 3. Adjustments in Certain Events. The number, class,
and price of Warrant Shares for which this Warrant may be exercised are subject to adjustment from time to time upon the happening of certain events as follows: 

(a) Subdivisions, Combinations and Other Issuances. If the outstanding shares of the Company’s Common Stock are divided into
a greater number of shares, by forward stock split or otherwise, or a dividend in stock is paid on the Common Stock, then the number of shares of Warrant Shares for which the Warrant is then exercisable will be proportionately increased and the
Exercise Price will be proportionately reduced. Conversely, if the outstanding shares of Common Stock are combined into a smaller number of shares of Common Stock, by reverse stock split or otherwise, then the number of Warrant Shares for which the
Warrant is then exercisable will be proportionately reduced and the Exercise Price will be proportionately increased. The increases and reductions provided for in this Section 3(a) will be made with the intent and, as nearly as
practicable, the effect that neither the percentage of the total equity of the Company obtainable on exercise of the Warrants nor the price payable for such percentage upon such exercise will be affected by any event described in this
Section 3(a). 
 (b) Merger, Consolidation, Reclassification, Reorganization, Etc. In case of any change in
the Common Stock through merger, consolidation, reclassification, reorganization, partial or complete liquidation, purchase of all or substantially all the assets of the Company, or other change in the capital structure of the Company, then, as a
condition of such change, lawful and adequate provision will be made so that the Holder will have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares of stock or other securities or property to which he
would have been entitled if, immediately prior to such event, he had held the number of Warrant Shares obtainable upon the exercise of the Warrant. In any such case, appropriate adjustment will be made in the application of the provisions set forth
herein with respect to the rights and interest thereafter of the Holder, to the end that the provisions set forth herein will thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter
deliverable upon the exercise of the Warrant. The Company will not permit any change in its capital structure to occur unless the issuer of the shares of stock or other securities to be received by the Holder, if not the Company, agrees to be bound
by and comply with the provisions of this Warrant. 
 (c) Notice of Record Date, Etc. In the event the Company shall
propose to take any action of the types requiring an adjustment pursuant to this Section 3 or a dissolution, liquidation or winding up of the Company shall be proposed, the Company shall give notice to Holder as provided in
Section 6 below, which notice shall specify the record date, if any, with respect to any such action and the date on which such action is to take place. Such notice shall also set forth such facts with respect thereto as shall be
reasonably necessary to indicate the effect of such action (to the extent such effect may be known at the date of such notice) on the Exercise Price and the number, kind or class of shares or other securities or property which shall be

  

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deliverable or purchasable upon the occurrence of such action or deliverable upon the exercise of the Warrant. In the case of any action which will require the fixing of a record date, unless
otherwise provided in this Warrant, such notice shall be given at least twenty (20) days prior to the date so fixed, and in case of all other action, such notice shall be given at least thirty (30) days prior to the taking of such proposed
action. 
 (d) If securities of the Company or securities of any subsidiary of the Company are distributed pro rata to holders
of Common Stock, such number of securities will be distributed to the Holder or its assignee upon exercise of its rights hereunder as such Holder or assignee would have been entitled to if this Warrant had been exercised prior to the record date for
such distribution. The provisions with respect to adjustment of the Common Stock provided in this Section 3 will also apply to the securities to which the Holder or its assignee is entitled under this Section 3(d).

 4. No Rights as a Stockholder. Except as otherwise provided herein, the Holder will not, by virtue of ownership of the Warrant, be
entitled to any rights of a stockholder of the Company but will, upon written request to the Company, be entitled to receive such quarterly or annual reports as the Company distributes to its stockholders. 

5. Restrictions on Transfer; Legends. 

(a) Registration or Exemption Required. Assuming the accuracy of the representations and warranties of the Holder contained in the
Purchase Agreement, this Warrant has been issued in a transaction exempt from the registration requirements of the Securities Act by virtue of Regulation D and exempt from state registration or qualification under applicable state laws. Neither this
Warrant nor the Warrant Shares may be pledged, transferred, sold or assigned except pursuant to an effective registration statement or an exemption to the registration requirements of the Securities Act and applicable state laws. 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. 

(b) Restrictive Legend. The Holder understands that until such time as the Warrant Shares have been registered under the
Securities Act as contemplated by the Registration Rights Agreement, or otherwise may be sold pursuant to Rule 144 under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of
securities as of a particular date that can then be immediately sold, this Warrant and the Warrant Shares, as applicable, shall bear a restrictive legend in substantially the form set forth on the cover page of this Warrant (and a stop-transfer
order may be placed against transfer of the certificates for such securities). 
  

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 (c) Removal of Restrictive Legends. The certificates evidencing the Warrant Shares
shall not contain any legend restricting the transfer thereof: (A) while a registration statement (including a Registration Statement, as defined in the Registration Rights Agreement) covering the sale or resale of the Warrant Shares is
effective under the Securities Act, or (B) following any sale of such Warrant Shares pursuant to Rule 144, or (C) if such Warrant Shares are eligible for sale under Rule 144(b)(1), or (D) if such legend is not required under
applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) and the Company shall have received an opinion of counsel to the Holder in form reasonably acceptable to the
Company to such effect (collectively, the “Unrestricted Conditions”). The Company shall cause its counsel to issue a legal opinion to its transfer agent if required by the transfer agent to effect the issuance of the Warrant Shares,
as applicable, without a restrictive legend or removal of the legend hereunder. The Company agrees that at such time as the Unrestricted Conditions are met, it will, no later than three (3) Trading Days following the delivery by the Holder to
the Company or the transfer agent of a certificate representing Warrant Shares, issued with a restrictive legend, deliver or cause to be delivered to such Holder a certificate (or electronic transfer) representing such Warrant Shares that is free
from all restrictive and other legends. 
 6. Notices; Adjustments. 

(i) All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal
delivery to the party to be notified; (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not, then on the next business day; (iii) two (2) Business Days after having
been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) Business Day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of
receipt. All communications shall be sent to the Company or to Holder, as applicable, at the respective addresses set forth on the signature page to the Purchase Agreement or at such other address(es) as they may designate, respectively, by ten
(10) days advance written notice to the other party hereto. 
 (ii) Upon the occurrence of any adjustments pursuant to
Section 3 hereof, the Company at its expense shall, as promptly as reasonably practicable but in any event not later than 10 days thereafter, compute such adjustment in accordance with the terms hereof and furnish to Holder a certificate
setting forth such adjustment and showing in detail the facts upon which such adjustment is based. 
 7. Non-Circumvention. The Company
hereby covenants and agrees that the Company will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of
securities, or any other action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be reasonably
required to protect the rights of the Holder. 
  

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 8. Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the
State of New York, without regard to conflict of law principles, and notwithstanding the fact that one or more counterparts hereof may be executed outside of the state, or one or more of the obligations of the parties hereunder are to be performed
outside of the state. 
 9. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft, or destruction, of indemnity reasonably satisfactory to it, and, if mutilated, upon surrender and cancellation of this Warrant, the
Company will execute and deliver a new Warrant, having terms and conditions identical to this Warrant, in lieu hereof. 
 10. Modification
and Waiver. The Warrant and any provision hereof may be amended, waived, discharged or terminated only by an instrument in writing signed by the Company and the Holder of the Warrant. 

11. Successors. This Warrant shall be binding and inure to the benefit of the parties and their respective successors and assigns hereunder;
provided that this Warrant may be assigned by Holder only in compliance with the conditions specified in and in accordance with all of the terms of this Warrant. This Warrant does not create and shall not be construed as creating any rights
enforceable by any other person or corporation. 
 12. Headings. The headings used in this Warrant are used for convenience only and are
not to be considered in construing or interpreting this Warrant. 
 13. Saturdays, Sundays, Holidays. 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 or a Sunday or shall be a legal holiday in the State of New York, then such action may be taken or such right may be exercised on the
next succeeding day not a legal holiday. 
 14. Severability. If any provision of this Warrant shall be held to be invalid or
unenforceable, such invalidity or unenforceability shall not affect any other provisions of this Warrant. 
 15. Execution and
Counterparts. This Warrant may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts together shall constitute only one instrument. Any one of such counterparts
shall be sufficient for the purpose of proving the existence and terms of this Warrant, and no party shall be required to produce an original or all of such counterparts in making such proof. 

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 IN WITNESS WHEREOF, the Company has caused this Warrant to be executed and delivered as of
the Issue Date by an officer thereunto duly authorized. 
  

			
	AUTHENTIDATE HOLDING CORP.
		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  










 ATTACHMENT I 

NOTICE OF EXERCISE 

AUTHENTIDATE HOLDING CORP. 

Attention:                     

 The undersigned hereby elects to purchase, pursuant to the provisions of the Common Stock Warrant issued by Authentidate
Holding Corp. as of                     , 2010, and held by the undersigned, the original of which is attached hereto, and (check the
applicable box): 
  

	 ̈	Tenders herewith payment of the Exercise Price in the form of cash, via wire transfer of immediately available funds, in the amount of
$             for              shares of Common Stock. 


 

	 ̈	Elects the cashless exercise option pursuant to Section 2(a)(ii) of the Warrant, and accordingly requests delivery of
             shares of Common Stock, net, pursuant to the following calculation: 


X = Y (A-B)/A 

(        ) = (        )
[(        ) - (        )]/(        ) 

Where 
  

	 	X =	The number of shares of Common Stock to be issued to the Holder pursuant to this cashless exercise; 


 

	 	Y =	The number of shares of Common Stock in respect of which the net issue election is made; 


 

	 	A =	The Fair Market Value of one share of Common Stock, as calculated per the terms of the Warrant; and 


 

	 	B =	The Exercise Price then in effect as of the date of exercise. 

  

	 ̈	If this box is checked, as long as the Company’s transfer agent participates in the DTC Fast Automated Securities Transfer program (“FAST”), and except
as otherwise provided in the next following sentence, the Company shall effect delivery of the shares of Common Stock to the Holder by crediting to the account of the Holder or its nominee at DTC (as specified in this Exercise Notice) with the
number of shares of Common Stock required to be delivered. In the event that the Company’s transfer agent is not a participant in FAST, or if the shares of Common Stock are not otherwise eligible for delivery through FAST, the Company shall
effect delivery of the shares of Common Stock by delivering to Holder or its nominee physical certificates representing such shares. 








 Information for Delivery of uncertificated Shares by DWAC: 

 

							
	Account Number:	  	  
	  		  	
	Account Name:	  	  
	  		  	
	DTC Number:	  	  
	  		  	

  

			
	HOLDER:
	
	  

	Name:	 	
	Title:	 	
		
	Date:	 	  




 

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