Exhibit 4.4


 


THIS
WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY
STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT
BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND
UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN
THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE
ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR
HYPOTHECATION IS EXEMPT FROM REGISTRATION.


 


SECOND RESTATED WARRANT TO PURCHASE STOCK


 


(As restated on March 28, 2007 and


as further amended and restated on [·],
2010)


 


Company:
IKARIA, INC., a Delaware corporation (formerly, IKARIA HOLDINGS, INC.)


Number
of Shares: 22,062 Shares


Class of
Stock: Common Stock of Ikaria, Inc.


Warrant
Price: $2.7195 per share


Issue
Date: January 31, 2006


First
Reissue Date: March 28, 2007


Second
Reissue Date:    , 2010


Expiration
Date: January 31, 2016


 


THIS
WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good
and valuable consideration, SVB FINANCIAL GROUP (“Holder”) is entitled to
purchase the number of fully paid and nonassessable shares of the class of
securities (the “Shares”) of Ikaria, Inc. (the “Company”) at the Warrant
Price, all as set forth above and as adjusted pursuant to Article 2 of
this Warrant, subject to the provisions and upon the terms and conditions set
forth in this Warrant.  This Warrant (the
“Old Warrant”) was originally issued to Silicon Valley Bank by Ikaria Research, Inc.
(formerly, Ikaria, Inc.) (“Oldco”) in connection with the Loan and
Security Agreement dated as of the Issue Date between Silicon Valley Bank and
the Company (the “Loan Agreement”).


 


A
Restated Warrant to Purchase Stock (the “First Restated Warrant”) was issued on
the First Reissue Date pursuant to Section 1.6.2(D) of the Old
Warrant in connection with the closing of the merger contemplated by that
certain Agreement and Plan of Merger dated as of the First Reissue Date by and
among the Company, Oldco and Ikaria Merger Sub Inc.  This Second Restated Warrant was issued on
the Second Reissue Date pursuant to Section 2.2 of the First Restated
Warrant in connection with the closing of a registered public offering of the
Company’s Common Stock.  The Company and
Holder agree that this Second Restated Warrant shall supersede and cancel the
First Restated Warrant in all respects.


 

















 


A.                                   Number of
Shares; Class; Warrant Price


 


This
Warrant shall be exercisable for 22,062 shares of Common Stock of the Company,
as adjusted pursuant to Article 2 of this Warrant.


 


ARTICLE 1.
EXERCISE.


 


1.1                                 Method of Exercise.  Holder may exercise this Warrant by
delivering a duly executed Notice of Exercise in substantially the form
attached as Appendix 1 to the principal office of the Company.  Unless Holder is exercising the conversion
right set forth in Article 1.2, Holder shall also deliver to the Company a
check, wire transfer (to an account designated by the Company), or other form
of payment acceptable to the Company for the aggregate Warrant Price for the
Shares being purchased.


 


1.2                                 Conversion Right.  In lieu of exercising this Warrant as
specified in Article 1.1, Holder may from time to time convert this Warrant,
in whole or in part, into a number of Shares determined by dividing (a) the
aggregate fair market value of the Shares or other securities otherwise
issuable upon exercise of this Warrant minus the aggregate Warrant Price of
such Shares by (b) the fair market value of one Share.  The fair market value of the Shares shall be
determined pursuant to Article 1.3.


 


1.3                                 Fair Market Value.  If the Company’s common stock is traded in a
public market and the Shares are common stock, the fair market value of each
Share shall be the closing price of a Share reported for the business day
immediately before Holder delivers its Notice of Exercise to the Company.  If the Company’s common stock is not traded
in a public market, the Board of Directors of the Company shall determine fair
market value in its reasonable good faith judgment.


 


1.4                                 Delivery of Certificate and
New Warrant.  Promptly
after Holder exercises or converts this Warrant and, if applicable, the Company
receives payment of the aggregate Warrant Price, the Company shall deliver to
Holder certificates for the Shares acquired and, if this Warrant has not been
fully exercised or converted and has not expired, a new Warrant representing
the Shares not so acquired.


 


1.5                                 Replacement of Warrants.  On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of loss, theft or destruction, on delivery of an
indemnity agreement reasonably satisfactory in form and amount to the Company or,
in the case of mutilation on surrender and cancellation of this Warrant, the
Company shall execute and deliver, in lieu of this Warrant, a new warrant of
like tenor.


 


1.6                                 Treatment of Warrant Upon
Acquisition of Company.


 


1.6.1                        “Acquisition”.  For the purpose of this Warrant, “Acquisition”
means any sale, license, or other disposition of all or substantially all of
the assets of the Company, or any reorganization, consolidation, or merger of
the Company where the holders of the Company’s securities before the
transaction beneficially own less than 50% of the outstanding voting securities
of the surviving entity after the transaction.


 

















 


1.6.2                        Treatment of Warrant at
Acquisition.


 


A)                                  Upon the
written request of the Company, Holder agrees that, in the event of an
Acquisition that is not an asset sale and in which the sole consideration is
cash, either (a) Holder shall exercise its conversion or purchase right
under this Warrant and such exercise will be deemed effective immediately prior
to the consummation of such Acquisition or (b) if Holder elects not to
exercise the Warrant, this Warrant will expire upon the consummation of such
Acquisition.  The Company shall provide
the Holder with written notice of its request relating to the foregoing (together
with such reasonable information as the Holder may request in connection with
such contemplated Acquisition giving rise to such notice), which is to be
delivered to Holder not less than ten (10) days prior to the closing of
the proposed Acquisition.


 


B)                                    Upon the written
request of the Company, Holder agrees that, in the event of an Acquisition that
is an “arms length” sale of all or substantially all of the Company’s assets
(and only its assets) to a third party that is not an Affiliate (as defined
below) of the Company (a “True Asset Sale”), either (a) Holder shall
exercise its conversion or purchase right under this Warrant and such exercise
will be deemed effective immediately prior to the consummation of such
Acquisition or (b) if Holder elects not to exercise the Warrant, this
Warrant will continue until the Expiration Date if the Company continues as a
going concern following the closing of any such True Asset Sale.  The Company shall provide the Holder with
written notice of its request relating to the foregoing (together with such
reasonable information as the Holder may request in connection with such
contemplated Acquisition giving rise to such notice), which is to be delivered
to Holder not less than ten (10) days prior to the closing of the proposed
Acquisition.


 


C)                                    Upon the
written request of the Company, Holder agrees that, in the event of an
Acquisition of the Company by a publicly traded acquirer in which the acquirer
in the Acquisition does not agree to assume this Warrant at and as of the
closing thereof, and if, on the record date for the Acquisition, the fair
market value of the Shares (or other securities issuable upon exercise of this
Warrant) is equal to or greater than three (3) times the Warrant Price,
Company may require the Warrant to be deemed automatically exercised and the
Holder shall participate in the Acquisition as a holder of the Shares (or other
securities issuable upon exercise of the Warrant) on the same terms as other
holders of the same class of securities of the Company.


 


D)                                   Upon the
closing of any Acquisition other than those particularly described in
subsections (A), (B) and (C) above, the successor entity shall assume
the obligations of this Warrant, and this Warrant shall be exercisable for the
same securities, cash, and property as would be payable for the Shares issuable
upon exercise of the unexercised portion of this Warrant as if such Shares were
outstanding on the record date for the Acquisition and subsequent closing.  The Warrant Price and/or number of Shares
shall be adjusted accordingly.


 


As
used herein “Affiliate” shall mean any person or entity that owns or
controls directly or indirectly ten (10) percent or more of the stock of
the Company, any person or entity that controls or is controlled by or is under
common control with such persons or entities, and each of such person’s or
entity’s officers, directors, joint venturers or partners, as applicable.


 

















 


ARTICLE 2.
ADJUSTMENTS TO THE SHARES.


 


2.1                                 Stock Dividends, Splits, Etc.  If the Company declares or pays a dividend on
the Shares payable in common stock, or other securities, then upon exercise of
this Warrant, for each Share acquired, Holder shall receive, without cost to
Holder, the total number and kind of securities to which Holder would have been
entitled had Holder owned the Shares of record as of the date the dividend
occurred.  If the Company subdivides the
Shares by reclassification or otherwise into a greater number of shares or
takes any other action which increase the amount of stock into which the Shares
are convertible, the number of shares purchasable hereunder shall be
proportionately increased and the Warrant Price shall be proportionately
decreased.  If the outstanding shares are
combined or consolidated, by reclassification or otherwise, into a lesser
number of shares, the Warrant Price shall be proportionately increased and the
number of Shares shall be proportionately decreased.


 


2.2                                 Reclassification, Exchange,
Combinations or Substitution.  Upon any reclassification, exchange,
substitution, or other event that results in a change of the number and/or
class of the securities issuable upon exercise or conversion of this Warrant,
Holder shall be entitled to receive, upon exercise or conversion of this
Warrant, the number and kind of securities and property that Holder would have
received for the Shares if this Warrant had been exercised immediately before
such reclassification, exchange, substitution, or other event.  The Company or its successor shall promptly
issue to Holder an amendment to this Warrant setting forth the number and kind
of such new securities or other property issuable upon exercise or conversion
of this Warrant as a result of such reclassification, exchange, substitution or
other event that results in a change of the number and/or class of securities
issuable upon exercise or conversion of this Warrant.  The amendment to this Warrant shall provide
for adjustments which shall be as nearly equivalent as may be practicable to
the adjustments provided for in this Article 2 including, without
limitation, adjustments to the Warrant Price and to the number of securities or
property issuable upon exercise of the new Warrant.  The provisions of this Article 2.2 shall
similarly apply to successive reclassifications, exchanges, substitutions, or
other events.


 


2.3                                 No Impairment.  The Company shall not, by amendment of its
Certificate of Incorporation or through a 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 the terms to be observed or performed under this Warrant by the Company, but
shall at all times in good faith assist in carrying out of all the provisions
of this Article 2 and in taking all such action as may be necessary or
appropriate to protect Holder’s rights under this Article against
impairment.  The foregoing
notwithstanding, the Company shall not have been deemed to have impaired Holder’s
rights hereunder if it amends its Certificate, or the holders of the Company’s
preferred stock waive rights thereunder, in a manner that does not affect the
Shares differently from the effect that such amendments or waivers have
generally on the rights, preferences, privileges or restrictions of the other
shares of the same series of stock.


 


2.4                                 Fractional Shares.  No fractional Shares shall be issuable upon
exercise or conversion of this Warrant and the number of Shares to be issued
shall be rounded down to the nearest whole Share.  If a fractional share interest arises upon
any exercise or conversion of the Warrant, the Company shall eliminate such
fractional share interest by paying Holder the amount computed by multiplying
the fractional interest by the fair market value of a full Share.


 

















 


2.5                                 Certificate as to
Adjustments.  Upon each
adjustment of the Warrant Price, the Company shall promptly notify Holder in
writing, and, at the Company’s expense, promptly compute such adjustment, and
furnish Holder with a certificate of its Chief Financial Officer or Secretary
setting forth such adjustment and the facts upon which such adjustment is
based.  The Company shall, upon written
request, furnish Holder a certificate setting forth the Warrant Price in effect
upon the date thereof and the series of adjustments leading to such Warrant
Price.


 


ARTICLE 3.
REPRESENTATIONS AND COVENANTS OF THE COMPANY.


 


3.1                                 Representations and
Warranties.  The Company
represents and warrants and covenants to the Holder as of the Issue Date as
follows:


 


(a)                                  All Shares which may be issued
upon the exercise of the purchase right represented by this Warrant shall, upon
issuance, be duly authorized, validly issued, fully paid and nonassessable, and
free of any liens and encumbrances except for restrictions on transfer provided
for herein or under applicable federal and state securities laws.


 


(b)                                 The Capitalization Table
previously provided to Holder remains true and complete as of the Issue Date.


 


3.2                                 Notice of Certain Events.  If the Company proposes at any time to
declare any dividend or distribution upon any of its stock, whether in cash,
property, stock, or other securities and whether or not a regular cash
dividend; then, in connection with each such event, the Company shall give
Holder at least 10 days prior written notice of the date on which a record will
be taken for such dividend, distribution, or subscription rights (and
specifying the date on which the holders of common stock will be entitled
thereto) or for determining rights to vote, if any.  Holder agrees, as Holder and not in any other
capacity, to use good faith efforts to expedite granting a waiver of any notice
periods applicable to any of the foregoing events, so long as the Holder has at
least 10 days to determine whether or not to exercise this Warrant in
connection with such event.


 


3.3                                 Registration Under
Securities Act of 1933, as amended.  Concurrently with the exercise of this
Warrant, the Holder shall become a party to the Company’s Investor Stockholders
Agreement dated as of March 28, 2007, as it may be amended from time to
time (the “Investor Stockholders Agreement”), pursuant to a joinder agreement.


 


3.4                                 No Shareholder Rights.  Except as expressly provided in this Warrant,
the Holder will not have any rights as a shareholder of the Company until after
the exercise of this Warrant.


 


3.5                                 Information.  In addition to the notices or other
information Company is to deliver pursuant to the terms of this Warrant,
Company agrees to provide in a timely manner any information reasonably
requested by Holder to enable Holder and its affiliates to comply with their
accounting and legal reporting requirements.


 

















 


ARTICLE 4.
REPRESENTATIONS, WARRANTIES OF THE HOLDER.  The Holder represents and warrants to the
company as follows:


 


4.1                                 Purchase for Own Account.  This Warrant and the securities to be
acquired upon exercise of this Warrant by the Holder will be acquired for
investment for the Holder’s account, not as a nominee or agent, and not with a
view to the public resale or distribution within the meaning of the Act.  Holder also represents that the Holder has
not been formed for the specific purpose of acquiring this Warrant or the
Shares.


 


4.2                                 Disclosure of Information.  The Holder has received or has had full
access to all the information it considers necessary or appropriate to make an
informed investment decision with respect to the acquisition of this Warrant
and its underlying securities.  The
Holder further has had an opportunity to ask questions and receive answers from
the Company regarding the terms and conditions of the offering of this Warrant
and its underlying securities and to obtain additional information (to the
extent the Company possessed such information or could acquire it without
unreasonable effort or expense) necessary to verify any information furnished to
the Holder or to which the Holder has access.


 


4.3                                 Investment Experience.  The Holder understands that the purchase of
this Warrant and its underlying securities involves substantial risk.  The Holder has experience as an investor in
securities of companies in the development stage and acknowledges that the
Holder can bear the economic risk of such Holder’s investment in this Warrant
and its underlying securities and has such knowledge and experience in
financial or business matters that the Holder is capable of evaluating the
merits and risks of its investment in this Warrant and its underlying
securities and/or has a preexisting personal or business relationship with the
Company and certain of its officers, directors or controlling persons of a
nature and duration that enables the Holder to be aware of the character,
business acumen and financial circumstances of such persons.


 


4.4                                 Accredited Investor Status.  The Holder is an “accredited investor” within
the meaning of Regulation D promulgated under the Act.


 


4.5                                 The Act.  The Holder understands that this Warrant and
the Shares issuable upon exercise or conversion hereof have not been registered
under the Act in reliance upon a specific exemption therefrom, which exemption
depends upon, among other things, the bona fide nature of the Holder’s
investment intent as expressed herein. 
The Holder understands that this Warrant and the Shares issued upon any
exercise or conversion hereof must be held indefinitely unless subsequently
registered under the Act and qualified under applicable state securities laws,
or unless exemption from such registration and qualification are otherwise
available.


 


ARTICLE 5.
MISCELLANEOUS.


 


5.1                                 Term:  This Warrant is exercisable in whole or in
part at any time and from time to time on or before the Expiration Date.


 


5.2                                 Legends.  This Warrant and the Shares shall be
imprinted with a legend in substantially the following form:


 

















 


THIS
WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY
STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT
BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND
UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN
THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE
ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR
HYPOTHECATION IS EXEMPT FROM REGISTRATION.


 


5.3                                 Compliance with Securities
Laws on Transfer.  This
Warrant and the Shares issuable upon exercise of this Warrant may not be
transferred or assigned in whole or in part without compliance with applicable
federal and state securities laws by the transferor and the transferee
(including, without limitation, the delivery of investment representation
letters and legal opinions reasonably satisfactory to the Company, as
reasonably requested by the Company). 
The Company shall not require Holder to provide an opinion of counsel if
the transfer is to Holder’s parent company or any other affiliate of
Holder.  Additionally, the Company agrees
that an opinion of counsel will not be required if each of the Company and its
transfer agent (if applicable) agree, based on its good faith business judgment
assessment of compliance of the proposed disposition with the applicable
provisions of Rule 144 or Rule 144A, that there is no material
question as to the availability of current information as referenced in Rule 144(c),
Holder represents that it has complied with Rule 144(d) and (e) in
reasonable detail, the selling broker represents that it has complied with Rule 144(f),
and the Company is provided with a copy of Holder’s notice of proposed sale.


 


5.4                                 Transfer Procedure.  Subject to the provisions of Article 5.3
and upon providing Company with written notice, SVB Financial Group and any
subsequent Holder may transfer all or part of this Warrant (by execution of an
Assignment substantially in the form of Appendix 2) or the Shares issuable upon
exercise of this Warrant to any transferee, provided, however, in connection
with any such transfer, SVB Financial Group or any subsequent Holder will give
the Company notice of the portion of the Warrant being transferred with the
name, address and taxpayer identification number of the transferee and Holder
will surrender this Warrant to the Company for reissuance to the transferee(s) (and
Holder if applicable).  The Company may
refuse to transfer this Warrant or the Shares to any person who directly
competes with the Company, unless, in either case, the stock of the Company is
publicly traded.


 


5.5                                 Notices.  All notices and other communications from the
Company to the Holder, or vice versa, shall be deemed delivered and effective
when given personally, or on the first business day after transmission by
facsimile with receipt confirmation or 48 hours after being mailed by
first-class registered or certified mail or by a nationally recognized delivery
service, postage prepaid, at such address as may have been furnished to the Company
or the Holder, as the case may be, in writing by the Company or such Holder
from time to time.  Effective upon
receipt of the fully executed Warrant and the initial transfer described in Article 5.4
above, all notices to the Holder shall be addressed as follows until the
Company receives notice of a change of address in connection with a transfer or
otherwise:


 

















 


SVB
Financial Group 

Attn: Treasury Department 

3003 Tasman Drive, HA 200 

Santa Clara, CA 95054 

Telephone: 408-654-7400 

Facsimile: 408-496-2405


 


Notice
to the Company shall be addressed as follows until the Holder receives notice
of a change in address:


 


Ikaria, Inc.  

Attn: Senior Vice President and Secretary 

6 Route 173 

Clinton, New Jersey 08809


 


5.6                                 Waiver.  This Warrant and any term hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of such change, waiver, discharge
or termination is sought.


 


5.7                                 Attorney’s Fees.  In the event of any dispute between the
parties concerning the terms and provisions of this Warrant, the party
prevailing in such dispute shall be entitled to collect from the other party
all costs incurred in such dispute, including reasonable attorney’s fees.


 


5.8                                 Automatic Conversion upon Expiration.  In the event that, upon the Expiration Date,
the fair market value of one Share (or other security issuable upon the
exercise hereof) as determined in accordance with Section 1.3 above is
greater than the Warrant Price in effect on such date, then this Warrant shall
automatically be deemed on and as of such date to be converted pursuant to Section 1.2
above as to all Shares (or such other securities) for which it shall not
previously have been exercised or converted, and the Company shall promptly
deliver a certificate representing the Shares (or such other securities) issued
upon such conversion to the Holder.


 


5.9                                 Counterparts.  This Warrant may be executed in counterparts,
all of which together shall constitute one and the same agreement.


 


5.10                           Governing Law.  This Warrant shall be governed by and
construed in accordance with the laws of the State of Delaware, without giving
effect to its principles regarding conflicts of law.


 


[The remainder of this page is left blank intentionally]


 

















 


	
  “COMPANY”

  	
   

  
	
   

  	
   

  
	
  IKARIA, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
  (Print)

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  “HOLDER”

  	
   

  
	
   

  	
   

  
	
  SVB Financial Group

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
  (Print)

  	
   

  
	
  Title:

  	
   

  	
   

  



 














 


APPENDIX 1


 


NOTICE OF EXERCISE


 


 


1.             Holder
elects to purchase                         shares
of the Common Stock of                                           
pursuant to the terms of the attached Warrant, and tenders payment of the
purchase price of the shares in full.


 


[or]


 


1.             Holder
elects to convert the attached Warrant into Shares/cash [strike one] in the
manner specified in the Warrant.  This
conversion is exercised for                             of
the Shares covered by the Warrant.


 


[Strike paragraph that does not apply.]


 


2.             Please
issue a certificate or certificates representing the shares in the name
specified below:


 


	
   

  	
   

  	
   

  
	
   

  	
  Holders
  Name

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Address)

  	
   

  
	
   

  	
   

  	
   

  



 


3.             By
its execution below and for the benefit of the Company, Holder hereby restates
each of the representations and warranties in Article 4 of the Warrant as
the date hereof.


 


	
   

  	
  HOLDER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Date):

  	
   

  



 

















 


APPENDIX 2


 


ASSIGNMENT


 


For
value received, SVB Financial Group hereby sells, assigns and transfers unto


 


	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Tax
  ID:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


that
certain Second Restated Warrant to Purchase Stock issued by Ikaria, Inc.
(the “Company”), originally on January 31, 2006, initially reissued on March 28,
2007 and subsequently reissued on [Ÿ], 2010 (the “Warrant”)
together with all rights, title and interest therein.


 


	
   

  	
   

  	
   

  	
  SVB
  FINANCIAL GROUP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  



 


By
its execution below, and for the benefit of the Company,                                        
makes each of the representations and warranties set forth in Article 4 of
the Warrant and agrees to all other provisions of the Warrant as of the date
hereof.


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (Print
  legal name of assignee)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title: