Unassociated Document


    THIS
      WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ANY EXERCISE HEREOF HAVE
      NOT
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
      ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE
      TRANSFERRED TO ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A
      REGISTRATION STATEMENT WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE
      SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL
      SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE
      SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH
      ALL
      APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS.

     

    
      	No. ____________	
              For
                the Purchase

            
	 	
              of
                ________ shares

              of
                Common Stock

            


    

     

    WARRANT
      TO PURCHASE 

     

    COMMON
      STOCK

     

    OF

     

    DRIFTWOOD
      VENTURES, INC.

    


    (A
      DELAWARE CORPORATION)

     

    DRIFTWOOD
      VENTURES, INC., a Delaware corporation (the “Company”), for value received,
      hereby certifies that ___________________________________ (the “Holder”), is
      entitled, subject to the terms set forth below, to purchase from the Company,
      at
      any time or from time to time at or before the earlier of 5:00 p.m.
      _________________ time on September __, 2013 (the “Expiration Date”) and the
      termination of this Warrant as provided in Section 7 hereof, ___________ shares
      of Common Stock, par value $0.001 per share, of the Company (the “Common
      Stock”), at a purchase price per share equal to $0.01 per share (the “Base
      Price”), as adjusted upon the occurrence of certain events as set forth in
      Section 2 of this Warrant. The shares of stock issuable upon exercise of this
      Warrant, and the purchase price per share, are hereinafter referred to as the
      “Warrant Stock” and the “Purchase Price,” respectively.

     

    1. Exercise.

     

    1.1 Manner
      of Exercise; Payment in Cash.
      This
      Warrant may be exercised by the Holder, in whole or in part, by surrendering
      this Warrant, with the purchase form appended hereto as Exhibit
      A
      duly
      executed by the Holder, at the principal office of the Company, or at such
      other
      place as the Company may designate, accompanied by payment in full of the
      Purchase Price payable in respect of the number of shares of Warrant Stock
      purchased upon such exercise. Payment of the Purchase Price shall be in cash
      or
      by certified or official bank check payable to the order of the
      Company.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    1.2 Effectiveness.
      Each
      exercise of this Warrant shall be deemed to have been effected immediately
      prior
      to the close of business on the day on which this Warrant shall have been
      surrendered to the Company as provided in Section 1.1 above. At such time,
      the
      person or persons in whose name or names any certificates for Warrant Stock
      shall be issuable upon such exercise as provided in Section 1.3 below shall
      be
      deemed to have become the holder or holders of record of the Warrant Stock
      represented by such certificates.

     

    1.3. Delivery
      of Certificates.
      As soon
      as practicable after the exercise of this Warrant in full or in part, and in
      any
      event within ten (10) business days thereafter, the Company at its sole expense
      will cause to be issued in the name of, and delivered to, the Holder, or,
      subject to the terms and conditions hereof, as such Holder (upon payment by
      such
      Holder of any applicable transfer taxes) may direct:

     

    (a) A
      certificate or certificates for the number of full shares of Warrant Stock
      to
      which such Holder shall be entitled upon such exercise plus, in lieu of any
      fractional share to which such Holder would otherwise be entitled, cash in
      an
      amount determined pursuant to Section 1.5 hereof, and

     

    (b) In
      case
      such exercise is in part only, a new warrant or warrants (dated the date hereof)
      of like tenor, calling in the aggregate on the face or faces thereof for the
      number of shares of Warrant Stock (without giving effect to any adjustment
      therein) equal to the number of such shares called for on the face of this
      Warrant minus the number of such shares purchased by the Holder upon such
      exercise as provided in Section 1.1 above.

     

    1.4 Right
      to Convert Warrant into Stock: Net Issuance.

    


    (a) Right
      to Convert.
      Subject
      to Section 6, in addition to and without limiting the rights of the Holder
      under
      the terms of this Warrant, the Holder shall have the right to convert this
      Warrant or any portion thereof (the “Conversion Right”) into shares of Warrant
      Stock as provided in this Section 1.4 at any time or from time to time during
      the term of this Warrant. Upon exercise of the Conversion Right with respect
      to
      a particular number of shares subject to this Warrant (the “Converted Warrant
      Shares”), the Company shall deliver to the Holder (without payment by the Holder
      of any Purchase Price or any cash or other consideration) that number of shares
      of fully paid and nonassessable Warrant Stock equal to the quotient obtained
      by
      dividing (X) the value of this Warrant (or the specified portion hereof) on
      the
      Conversion Date (as defined in subsection (b) hereof), which value shall be
      determined by subtracting (A) the aggregate Purchase Price of the Converted
      Warrant Shares immediately prior to the exercise of the Conversion Right from
      (B) the aggregate fair market value of the Converted Warrant Shares issuable
      upon exercise of this Warrant (or the specified portion hereof) on the
      Conversion Date (as herein defined) by (Y) the fair market value of one share
      of
      Warrant Stock on the Conversion Date (as herein defined).

    


    
      
         

      

      
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    Expressed
      as a formula, such conversion shall be computed as follows:

    


    X =  B-A

              
      Y

    


    
      	 	
              where:
                

            	 	
              X
                =
                

            	
              the
                number of shares of Warrant Stock that may be issued to
                Holder

            


    

    


    
      	 	
              Y
                =
                

            	
              the
                fair market value (FMV) of one share of Warrant
                Stock

            


    

    


    
      	 	
              A
                =
                

            	
              the
                aggregate Warrant Price (i.e., Converted Warrant Shares x Purchase
                Price)

            


      	 	 	 


      	 	B = 	the aggregate FMV (i.e., FMV x Converted Warrant
              Shares)



    


    No
      fractional shares shall be issuable upon exercise of the Conversion Right,
      and,
      if the number of shares to be issued determined in accordance with the foregoing
      formula is other than a whole number, the Company shall pay to the Holder an
      amount in cash equal to the fair market value of the resulting fractional share
      of the Conversation Date (as herein defined).

    


    (b) Method
      of Exercise.
      The
      Conversion Right may be exercised by the Holder by the surrender of this Warrant
      at the principal office of the Company together with the Subscription Form
      in
      the form attached hereto duly completed and executed and indicating the number
      of shares subject to this Warrant which are being surrendered (referred to
      in
      Section 1.4(a) hereof as the Converted Warrant Shares) in exercise of the
      Conversion Right. Such conversion shall be effective upon receipt by the Company
      of this Warrant together with the aforesaid written statement, or on such later
      date as is specified therein (the “Conversion Date”), and, at the election of
      the Holder hereof, may be made contingent upon the occurrence of any of the
      events specified in Section 7. Certificates for the shares issuable upon
      exercise of the Conversion Right and, if applicable, a new Warrant evidencing
      the balance of the shares remaining subject to this Warrant, shall be issued
      as
      of the Conversion Date and shall be delivered to the Holder within thirty (30)
      days following the Conversion Date.

    


    (c) Determination
      of Fair Market Value.
      For
      purposes of this Section 1.4, “fair market value” of a share of Warrant Stock as
      of a particular date (the “Determination Date”) shall be
      determined as follows: 

    


    (1) If
      the
      Company's Common Stock is traded on an exchange or is quoted on the National
      Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ") Stock
      Market, then the closing price on the day before the Determination Date;
      or

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

       

    

    (2) If
      the
      Company's Common Stock is not traded on an exchange or on the NASDAQ Stock
      Market but is traded in the over-the-counter market, then the closing price
      on
      the day before the Determination Date; or

    


    (3)
      In
      the event that the Determination Date is the date of a liquidation, dissolution
      or winding up, or any event deemed to be a liquidation, dissolution or winding
      up with respect to the Warrant Stock under the Company’s Certificate of
      Incorporation, then the fair market value per share of the Warrant Stock shall
      be determined by aggregating all amounts to be payable per share to holders
      of
      the Warrant Stock in the event of such liquidation, dissolution or winding
      up,
      plus all other amounts to be payable per share in respect of the Warrant Stock
      in liquidation, assuming for the purposes of this subsection that all of the
      shares of Warrant Stock issuable upon exercise of all of the Warrants are
      outstanding at the Determination Date; or

    


    (4)
      In
      all other cases, the fair market value per share of the Warrant Stock shall
      be
      determined in good faith by the Company’s Board of Directors upon review of
      relevant factors.

    


    1.5. Fractional
      Shares.
      The
      Company shall not be required upon the exercise of this Warrant to issue any
      fractional shares, but shall make an adjustment therefor in cash on the basis
      of
      the fair market value of the Warrant Stock reasonably determined by The Board
      of
      Directors of the Company (and, in the case of a conversion of this Warrant,
      in
      accordance with Section 1.4(c)).

    


    2. Certain
      Adjustments.
      The
      Purchase Price and the number of shares of Warrant Stock
      deliverable upon exercise of the Warrant shall be subject to adjustment from
      time to time as follows:

    


    2.1 Subdivision,
      Consolidation, Reclassification or Change in Common Stock.
      In the
      event of any subdivision, consolidation, reclassification or change of the
      Common Stock into a greater or lesser number or different class or classes
      of
      stock, the number of shares of Warrant Stock deliverable upon exercise of this
      Warrant shall be determined in accordance with the terms of the Certificate
      of
      Incorporation, and the Purchase Price for such Warrant Stock shall be
      proportionately reduced. 

     

    2.2 Subdivision,
      Consolidation, Reclassification or Change in Warrant Stock.
      In the
      event of any consolidation, reclassification or change of the Warrant Stock
      into
      a lesser number or different class or classes of stock, the number of shares
      of
      Warrant Stock deliverable upon exercise of this Warrant shall be proportionally
      decreased and the Purchase Price for such Warrant Stock shall be proportionately
      increased. In the event of any subdivision, reclassification or change of the
      Warrant Stock into a greater number or different class or classes of stock,
      the
      number of shares of Warrant Stock deliverable upon exercise of this Warrant
      shall be proportionally increased and the Purchase Price for such Warrant Stock
      shall be proportionately reduced.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

       

    

    2.3 Dividends
      or Other Distributions.
      In the
      event that the Company issues additional shares of Common Stock as a dividend
      or
      other distribution with respect to the Common Stock, the number of shares of
      Warrant Stock deliverable upon exercise of this Warrant shall be determined
      in
      accordance with the terms of the Certificate of Incorporation, and the Purchase
      Price for such Warrant Stock shall be proportionately reduced. 

     

    2.4 Reorganizations.
      If
      there shall occur any capital reorganization of the Common Stock or the Warrant
      Stock (excluding mergers and consolidations covered under Section 2.5 hereto
      and
      other than a subdivision, combination, reclassification or change in par value),
      then, as part of any such reorganization, lawful provision shall be made so
      that
      the Holder shall have the right thereafter to receive upon the exercise of
      this
      Warrant the kind and amount of shares of stock or other securities or property
      which such Holder would have been entitled to receive if, immediately prior
      to
      any such reorganization, such Holder had held the number of shares of Common
      Stock which were then purchasable upon the exercise of this Warrant. In any
      such
      case, appropriate adjustment (as reasonably determined by the Board of Directors
      of the Company) shall be made in the application of the provisions set forth
      herein with respect to the rights and interests thereafter of the Holder such
      that the provisions set forth in this Section 2 (including provisions with
      respect to adjustment of the Purchase Price) shall thereafter be applicable,
      as
      nearly as is reasonably practicable, in relation to any shares of stock or
      other
      securities or property thereafter deliverable upon the exercise of this
      Warrant.

     

    2.5 Merger,
      Consolidation or Sale of Assets.
      Subject
      to the provisions of Section 6, if there shall be a merger or consolidation
      of
      the Company with or into another corporation (other than a merger or
      reorganization involving only a change in the state of incorporation of the
      Company or the acquisition by the Company of other businesses where the Company
      survives as a going concern), or the sale of all or substantially all of the
      Company’s capital stock or assets to any other person, then as a part of such
      transaction, provision shall be made so that the Holder shall thereafter be
      entitled to receive the number of shares of stock or other securities or
      property of the Company, or of the successor corporation resulting from the
      merger, consolidation or sale, to which the Holder would have been entitled
      if
      the Holder had exercised its rights pursuant to this Warrant immediately prior
      thereto. In any such case, appropriate adjustment shall be made in the
      application of the provisions of this Section 2 to the end that the provisions
      of this Section 2 shall be applicable after that event in as nearly equivalent
      a
      manner as may be practicable.

     

    2.6 Certificate
      of Adjustment.
      When
      any adjustment is required to be made in the Purchase Price, the Company shall
      promptly mail to the Holder a certificate setting forth the Purchase Price
      after
      such adjustment and setting forth a brief statement of the facts requiring
      such
      adjustment. Delivery of such certificate shall be deemed to be a final and
      binding determination with respect to such adjustment unless challenged by
      the
      Holder within ten (10) days of receipt thereof. Such certificate shall also
      set
      forth the kind and amount of stock or other securities or property into which
      this Warrant shall be exercisable following the occurrence of any of the events
      specified in this Section 2.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

       

    

    3. Compliance
      with Securities Act.

     

    3.1 Unregistered
      Securities.
      The
      Holder acknowledges that this Warrant and the Warrant Stock have not been
      registered under the Securities Act of 1933, as amended, and the rules and
      regulations thereunder, or any successor legislation (the “Securities Act”), and
      agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise
      dispose of this Warrant or any Warrant Stock in the absence of (i) an effective
      registration statement under the Securities Act covering this Warrant or such
      Warrant Stock and registration or qualification of this Warrant or such Warrant
      Stock under any applicable “blue sky” or state securities law then in effect, or
      (ii) an opinion of counsel, satisfactory to the Company, that such registration
      and qualification are not required. The Company may delay issuance of the
      Warrant Stock until completion of any action or obtaining of any consent, which
      the Company deems necessary under any applicable law (including without
      limitation state securities or “blue sky” laws).

     

    3.2 Investment
      Letter.
      Without
      limiting the generality of Section 3.1, unless the offer and sale of any shares
      of Warrant Stock shall have been effectively registered under the Securities
      Act, the Company shall be under no obligation to issue the Warrant Stock unless
      and until the Holder shall have executed an investment letter in form and
      substance satisfactory to the Company, including a warranty at the time of
      such
      exercise that the Holder is acquiring such shares for its own account, for
      investment and not with a view to, or for sale in connection with, the
      distribution of any such shares.

     

    3.3 Legend.
      Certificates delivered to the Holder pursuant to Section 1.3 shall bear the
      following legend or a legend in substantially similar form:

     

    
      	 	 	
              “THE
                SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN TAKEN FOR INVESTMENT
                AND
                THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING
                A
                PLEDGEE, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR
                THE
                SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION
                OF
                COUNSEL, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION FROM REGISTRATION
                IS THEN AVAILABLE.”

            


    

     

    4. Reservation
      of Stock.
      The
      Company agrees that, prior to the expiration of this Warrant, the Company will
      at all times have authorized and in reserve, and will keep available, solely
      for
      issuance or delivery upon the exercise of this Warrant, the shares of Common
      Stock and other securities and properties as from time to time shall be
      receivable upon the exercise of this Warrant, free and clear of all restrictions
      on sale or transfer and free and clear of all preemptive rights and rights
      of
      first refusal.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

       

    

    5. Replacement
      of Warrants.
      Upon
      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) upon delivery of an indemnity agreement (with surety if reasonably
      required) in an amount reasonably satisfactory to the Company, or (in the case
      of mutilation) upon surrender and cancellation of this Warrant, the Company
      will
      issue, in lieu thereof, a new Warrant of like tenor.

     

    6. Termination
      Upon Certain Events.
       If
      there
      shall be a merger or consolidation of the Company with or into another
      corporation (other than a merger or reorganization involving only a change
      in
      the state of incorporation of the Company or the acquisition by the Company
      of
      other businesses where the Company survives as a going concern), or the sale
      of
      all or substantially all of the Company’s capital stock (other than a reverse
      merger transaction) or assets to any other person, or the liquidation or
      dissolution of the Company, then as a part of such transaction, at the Company’s
      option, either:

     

    (a) provision
      shall be made so that the Holder shall thereafter be entitled to receive the
      number of shares of stock or other securities or property of the Company, or
      of
      the successor corporation resulting from the merger, consolidation or sale,
      to
      which the Holder would have been entitled if the Holder had exercised its rights
      pursuant to this Warrant immediately prior thereto (and, in such case,
      appropriate adjustment shall be made in the application of the provisions of
      this Section 6(a) to the end that the provisions of Section 3 shall be
      applicable after that event in as nearly equivalent a manner as may be
      practicable); or

     

    (b) this
      Warrant shall terminate on the effective date of such merger, consolidation
      or
      sale (the “Termination Date”) and become null and void, provided
      that if
      this Warrant shall not have otherwise terminated or expired, (1) the Company
      shall have given the Holder written notice of such Termination Date at least
      five business days prior to the occurrence thereof and (2) the Holder shall
      have
      the right until 5:00 p.m, Eastern Standard Time, on the day immediately prior
      to
      the Termination Date to exercise its rights hereunder to the extent not
      previously exercised.

     

    7. Transferability.
      Without
      the prior written consent of the Company, this Warrant shall not be assigned,
      pledged or hypothecated in any way (whether by operation of law or otherwise)
      and shall not be subject to execution, attachment or similar process. Any
      attempted transfer, assignment, pledge, hypothecation or other disposition
      of
      this Warrant or of any rights granted hereunder contrary to the provisions
      of
      this Section 7, or the levy of any attachment or similar process upon this
      Warrant or such rights, shall be null and void.

     

    8. No
      Rights as Stockholder.
      Until
      the exercise of this Warrant, the Holder shall not have or exercise any rights
      by virtue hereof as a stockholder of the Company.

     

    
      
         

      

      
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    9. Notices.
      All
      notices, requests and other communications hereunder shall be in writing, shall
      be either (i) delivered by hand, (ii) made by telex, telecopy or facsimile
      transmission, (iii) sent by overnight courier, or (iv) sent by registered mail,
      postage prepaid, return receipt requested. In the case of notices from the
      Company to the Holder, they shall be sent to the address furnished to the
      Company in writing by the last Holder who shall have furnished an address to
      the
      Company in writing. All notices from the Holder to the Company shall be
      delivered to the Company at Driftwood Ventures, Inc., 2121 Avenue of the Stars,
      Suite 2550, Los Angeles, CA, 90067,
      Attn:
      President,
      or such
      other address as the Company shall so notify the Holder. All notices, requests
      and other communications hereunder shall be deemed to have been given (i) by
      hand, at the time of the delivery thereof to the receiving party at the address
      of such party described above, (ii) if made by telex, telecopy or facsimile
      transmission, at the time that receipt thereof has been acknowledged by
      electronic confirmation or otherwise, (iii) if sent by overnight courier, on
      the
      next business day following the day such notices is delivered to the courier
      service, or (iv) if sent by registered mail, on the fifth business day following
      the day such mailing is made.

    


    10. Amendment,
      Modification and Waiver.
      The
      Warrants may
      be
      amended or modified, and any provision hereof and thereof may be waived, with
      the written consent of the Company and holders of at least a seventy-five
      percent (75%) of the aggregate number of shares of Warrant Stock issuable upon
      exercise of the Warrants; provided,
      that
      the Warrants may not be amended or modified and no provision hereof or thereof
      may be waived if such amendment, modification or waiver would adversely and
      prejudicially affect the rights of any holder of a Warrant vis-à-vis
      all
      other holders of the Warrants without the consent of such holder. Any waiver
      or
      consent hereunder shall be effective only in the specific instance and for
      the
      purpose for which it was given, and shall not constitute a continuing waiver
      or
      consent.

     

    11. Headings.
      The
      headings in this Warrant are for convenience of reference only and shall in
      no
      way modify or affect the meaning or construction of any of the terms or
      provisions of this Warrant.

     

    12. Governing
      Law.
      This
      Warrant will be governed by and construed in accordance with and governed by
      the
      law of the State of Delaware, without giving effect to the conflict of law
      principles thereof.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by
      its
      authorized officer as of the date first indicated above.      

    
      	 	 	 
	 	DRIFTWOOD
              VENTURES, INC.
	 
 	 
 	 
 
	 	By:	    
              
	 	
              Name:

            	 
	 	
              Title:

            	 


    

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    EXHIBIT
      A

    


    PURCHASE
      FORM

    


    To: DRIFTWOOD
      VENTURES, INC.

    


    The
      undersigned pursuant to the provisions set forth in the attached Warrant (No.
      W-____), hereby irrevocably elects to (check one):

    


    _____  (A) purchase
      ___ shares of Common Stock, par value $0.001 per share (the “Common Stock”) of
      DRIFTWOOD VENTURES, INC., covered by such Warrant and herewith makes payment
      of
      $_____________, representing the full purchase price for such shares at the
      price per share provided for in such Warrant; or

    


    _____  (B) convert
      ___ Converted Warrant Shares into that number of shares of fully paid and
      nonassessable shares of Common Stock, determined pursuant to the provisions
      of
      Section 1.4 of the Warrant. 


    


    The
      Common Stock for which the Warrant may be exercised or converted shall be known
      herein as the “Warrant Stock.”

    


    The
      undersigned is aware that the Warrant Stock has not been and will not be
      registered under the Securities Act of 1933, as amended (the “Securities Act”)
      or any state securities laws. The undersigned understands that reliance by
      the
      Company on exemptions under the Securities Act is predicated in part upon the
      truth and accuracy of the statements of the undersigned in this Purchase
      Form.

    


    The
      undersigned represents and warrants that (1) it has been furnished with all
      information which it deems necessary to evaluate the merits and risks of the
      purchase of the Warrant Stock, (2) it has had the opportunity to ask questions
      concerning the Warrant Stock and the Company and all questions posed have been
      answered to its satisfaction, (3) it has been given the opportunity to obtain
      any additional information it deems necessary to verify the accuracy of any
      information obtained concerning the Warrant Stock and the Company and (4) it
      has
      such knowledge and experience in financial and business matters that it is
      able
      to evaluate the merits and risks of purchasing the Warrant Stock and to make
      an
      informed investment decision relating thereto.

    


    The
      undersigned hereby represents and warrant that it is purchasing the Warrant
      Stock for its own account for investment and not with a view to the sale or
      distribution of all or any part of the Warrant Stock.

    


    
      
         

      

      
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    The
      undersigned understands that because the Warrant Stock has not been registered
      under the Securities Act, it must continue to bear the economic risk of the
      investment for an indefinite period of time and the Warrant Stock cannot be
      sold
      unless it is subsequently registered under applicable federal and state
      securities laws or an exemption from such registration is
      available.

    


    The
      undersigned agrees that it will in no event sell or distribute or otherwise
      dispose of all or any part of the Warrant Stock unless (1) there is an effective
      registration statement under the Securities Act and applicable state securities
      laws covering any such transaction involving the Warrant Stock, or (2) the
      Company receives an opinion satisfactory to the Company of the undersigned’s
      legal counsel stating that such transaction is exempt from registration. The
      undersigned consents to the placing of a legend on its certificate for the
      Warrant Stock stating that the Warrant Stock has not been registered and setting
      forth the restriction on transfer contemplated hereby and to the placing of
      a
      stop transfer order on the books of the Company and with any transfer agents
      against the Warrant Stock until the Warrant Stock may be legally resold or
      distributed without restriction.

    


    The
      undersigned has considered the federal and state income tax implications of
      the
      exercise of the Warrant and the purchase and subsequent sale of the Warrant
      Stock.

    
      
        	 	 	 
	 	    
                
	 
 	 
Dated: