Unassociated Document


    
      

    

    Exhibit
4.17

    


    NEITHER
THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)
AND APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR
SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS.  THESE SECURITIES AND THE SECURITIES
ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A
BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

     

    WARRANT
AGREEMENT

     

    Warrant
Agreement (the “Warrant”), dated as of  March ___, 2009, between
Cicero, Inc. (the “Company”) and ______________ (the “Holder”).

     

     

    WITNESSETH:

     

    WHEREAS,
the Company has entered into a series of loans with several lenders, one of
which is the Holder, each loan governed by terms set forth in a secured loan
note (together the “Loan”) of even date, and the Loan provides for the issuance
of this Warrant, which is one of several Warrants issued to the lenders, one of
which is the Holder, each Warrant being alike in their terms other than the
number of shares of common stock of the Company, $.001 par value (“Common
Stock”), subject thereto; and

     

    WHEREAS,
this Warrant is being issued on a private placement basis on the terms provided
herein, and the Holder understands the limitations and responsibilities of
acquiring the restricted securities comprising the Warrant and the underlying
shares of Common Stock (“Warrant Shares”) and the registration rights provided
herein.

     

    NOW,
THEREFORE, in consideration of the premises contained herein, including the
portion of the Loan by the Holder to the Company, the agreements set forth
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

     

    1.            Grant and
Period.

     

    1.1      
    Grant.  The
Holder is hereby granted the right to purchase from the Company, at any time
during the exercise period, up to an aggregate of  _______ Warrant
Shares of the Company at an initial exercise price (subject to adjustment as
provided in Section 5 hereof) of $0.20 per Warrant Share (the “Exercise Price”),
such exercise to be subject to the terms and conditions of this
Warrant.

     

    1.2       
   Period.  The
Warrant will be exercisable commencing on March ____, 2009, and expire at 5:00
PM on March  ________, 2014 (“Expiration Time”).  If the
Expiration Time is not a business day in the City of New York, then the
expiration date will be extended to 5:00 PM on the next business day in the City
of New York.  Days on which banks are generally closed for business
and financial transactions in the City of New York, Saturdays and Sundays will
be considered a non-business day.

     

    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

    


    Exhibit
4.17

     

    2.         
   Exercise of
Warrant.

     

    2.1        
  Full
Exercise.  Except as provided in Section 2.3 below, the
Holder shall effect an exercise of the Warrant by surrendering to the Company
this Warrant, together with a Subscription in the form of Exhibit A attached
thereto, duly executed by such Holder, at any time prior to the Expiration Time,
at the Company’s principal office, accompanied by payment in cash or by
certified or official bank check payable to the order of the Company in the
amount of the aggregate purchase price (the “Aggregate Price”), subject to any
adjustments provided for in the Warrant. The Aggregate Price shall be the amount
that is the result of the Exercise Price multiplied by the number of Warrant
Shares that are the subject of the Warrant (as adjusted as hereinafter provided)
being purchased by the Holder.

     

    2.2      
    Partial
Exercise.  The Warrant may also be exercised from time to time
in part by surrendering the Warrant in the manner specified in Sections 2.1 or
2.3 hereof, except that the Purchase Price payable shall be the amount that is
the result of the number of Warrant Shares being purchased hereunder multiplied
by the Exercise Price, subject to any adjustments provided for in the Warrant.
Upon any such partial exercise, the Company, at its expense, will forthwith
issue to the Holder a new Warrant of like tenor for the aggregate number of
securities (as constituted as of the date hereof) for which the Warrant shall
not have been exercised, issued in the name of the Holder or as the Holder (upon
payment by such Holder of any applicable transfer taxes) may
direct.

     

    2.3      
    Conversion
Right.  The Holder may effect an exercise of the Warrants and
pay the Exercise Price through a conversion of the Warrant (“Conversion Right”);
provided, that such right shall exist only at such time that the Company has the
obligation to provide a resale registration statement for the underlying
securities of the Warrant and the Company does not have a registration statement
effective and currently the available for the resale by the Holder of the
underlying securities of the Warrant as provided in Section 6 hereof. The Holder
may effect a Conversion Right of the Warrant by surrendering to the Company this
Warrant, together with a Subscription in the form of Exhibit B attached hereto,
duly executed by such Holder, prior to the Expiration Time, at the Company’s
principal office, upon which the Company shall issue to the Holder the number of
Warrant Shares determined as follows:

     

    
      
        
          	 
      	
                  X

                	
                  =

                	
                  Y x
      (A-B)/A

                
	 
      	 
      	 
      	 
      
	
                  where

                	
                  X

                	
                  =

                	
                  the
      number of Warrant Shares to be issued to the Holder;

                
	 
      	 
      	 
      	 
      
	 
      	
                  Y

                	
                  =

                	
                  the
      number of Warrant Shares with respect to which this Warrant is being
      exercised;

                
	 
      	 
      	 
      	 
      
	 
      	
                  A

                	
                  =

                	
                  the
      Market Price of a share of Common Stock as of the Date of Exercise;
      and

                
	 
      	 
      	 
      	 
      
	 
      	
                  B

                	
                  =

                	
                  the
      Exercise Price.

                


        

      

    

     

    2.4           Call of
Warrant.  The Company reserves the right to call the Warrant
for redemption at any time prior to its exercise, with a notice of call in
writing to the Holder of record of the Warrant, giving 30 days’ advance notice
of the call at any time if the Market Price of a share of Common Stock has been
at least 150% of the then Exercise Price of the Warrant, on each of 20 trading
days within a 30 trading day period ending on the third business day prior to
the date on which notice of the call is given. The call price of the Warrant is
to be $.005 per Warrant Share that may be then acquired upon exercise of the
Warrant. Any Warrant either not exercised or tendered back to the Company by the
end of the date specified in the notice of call shall be canceled on the books
of the Company and have no further value except for the $.005 call price per
Warrant Share.

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    Exhibit
4.17

     

    2.5      
    Certain Defined
Terms.  “Market Price” of a share of Common Stock on any date
shall mean, (i) if the shares of Common Stock are traded on the Nasdaq Global
Market, Nasdaq Global Select Market or the Nasdaq Capital Market, the last bid
price reported on that date; (ii) if the shares of Common Stock are not quoted
on a Nasdaq market and are listed on any other national securities exchange, the
last sale price of the Common Stock reported by such exchange on that date;
(iii) if the shares of Common Stock are not quoted on any such market or listed
on any such exchange and the shares of Common Stock are traded in the
over-the-counter market, the last price reported on such day by the OTC Bulletin
Board; (iv) if the shares of Common Stock are not quoted on a any such market,
listed on any such exchange or quoted on the OTC Bulletin Board, then the last
price quoted on such day in the over-the-counter market as reported by the
National Quotation Bureau Incorporated (or any similar organization or agency
succeeding its functions of reporting prices); or (v) if none of clauses
(i)-(iv) are applicable, then as determined, in good faith, by the Board of
Directors of the Company and the Holders. “Date of Exercise” means the date on
which the Holder shall have delivered to the Company (i) the Warrant, (ii) the
applicable Subscription form attached thereto, appropriately completed and duly
signed, and (iii) if applicable, payment of the Exercise Price.

     

    3.       
      Issuance of
Certificates.  Upon the exercise of the Warrant, the issuance
of certificates for Warrant Shares shall be made promptly (and, in any event
within five business days thereafter) without charge to the Holder thereof
including, without limitation, any tax which may be payable in respect of the
issuance thereof, and such certificates shall (subject to the provisions of
Section 4 and Section 5 hereof) be issued in the name of, or in such names as
may be directed by, the Holder thereof; provided, however, that the Company
shall not be required to pay any tax which may be payable in respect of any
transfer involved in the issuance and delivery of any such certificates in a
name other than that of the Holder and the Company shall not be required to
issue or deliver such certificates unless or until the person or persons
requesting the issuance thereof shall have paid to the Company the amount of
such tax or shall have established to the satisfaction of the Company that such
tax has been paid.

     

    4.         
   Restriction on
Transfer.  The Warrant and the Warrant Shares may be
transferred only pursuant to a registration statement filed under the Securities
Act of 1933, as amended (the “Securities Act”) and the applicable state
securities laws or an exemption from such registrations.  Subject to
such restrictions, the Company shall transfer the Warrant and the Warrant
Shares, from time to time, upon the books to be maintained by the Company for
that purpose, upon surrender thereof, for transfer properly endorsed or
accompanied by appropriate instructions for transfer and such other documents as
may be reasonably required by the Company, including, if required by the
Company, an opinion of its counsel to the effect that such transfer is exempt
from the registration requirements of the Securities Act, and to establish that
such transfer is being made in accordance with the terms hereof.  Upon
such surrender to the Company of this Warrant for its transfer, the Company
shall execute and deliver a new Warrant, representing the new Warrant or
Warrants in the name of the transferee or transferees and in the denomination or
denominations specified in such instructions, and shall issue to the transferor
a new Warrant evidencing the portion of the Warrant not so transferred, and this
Warrant shall promptly be cancelled.  A Warrant, if properly
transferred, may be exercised by a new holder without having a new Warrant
issued.

     

    5.     
       Adjustments to Exercise
Price and Number of Securities.

     

    5.1       
   Stock Dividends and
Splits.  If the Company, (i) pays a stock dividend on its
Common Stock, (ii) subdivides outstanding shares of Common Stock into a greater
number of shares, or (iii) combines outstanding shares of Common Stock into a
lesser number of shares, then in each such case the Exercise Price shall be
multiplied by a fraction of which the numerator shall be the number of shares of
Common Stock outstanding immediately before such event and of which the
denominator shall be the number of shares of Common Stock outstanding
immediately after such event. Any adjustment made pursuant to clause (i) of this
paragraph shall become effective immediately after the record date for the
determination of shareholders entitled to receive such dividend, and any
adjustment pursuant to clause (ii) or (iii) of this paragraph shall become
effective immediately after the effective date of such subdivision or
combination.

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    Exhibit
4.17

     

    5.2     
     Extraordinary
Transactions.  If, (i) the Company effects any merger or
consolidation of the Company with or into another Person and the Company is not
the surviving entity, or (ii) the Company effects any reclassification of the
Common Stock or any compulsory share exchange pursuant to which the Common Stock
is effectively converted into or exchanged for other securities, (in either such
case, an “Extraordinary Transaction”), then the Warrant will become the right
thereafter to receive, upon exercise, the same amount and kind of securities as
the Holder would have been entitled to receive upon the occurrence of such
Extraordinary Transaction if it had been, immediately prior to such
Extraordinary Transaction, the holder of the number of Warrant Shares then
issuable upon exercise in full of the Warrant (the “Alternate Consideration”) in
lieu of the Warrant Shares. The aggregate Exercise Price for each Warrant will
not be affected by any such Extraordinary Transaction, but the Company shall
apportion such aggregate Exercise Price to the Alternate Consideration in a
reasonable manner reflecting the relative value of any different components of
the Alternate Consideration. If holders of Common Stock are given any choice as
to the securities, to be received in a Extraordinary Transaction, then each
Holder, to the extent practicable, shall be given the same choice as to the
Alternate Consideration it receives upon any exercise of the Warrant following
such Extraordinary Transaction. In addition, at the request of the Holder, upon
surrender of the Warrant, any successor to the Company or surviving entity in
such Extraordinary Transaction shall issue to the Holder a new Warrant
consistent with the foregoing provisions and evidencing the Holder’s right to
purchase the Alternate Consideration for the aggregate Exercise Price upon
exercise thereof. Each Warrant (or any such replacement security) will be
similarly adjusted upon any subsequent transaction analogous to a Extraordinary
Transaction.

     

    5.3       
   Adjustment in Number of
Securities.  Upon each adjustment of the Exercise Price
pursuant to the provisions of Sections 5.1 and 5.2, the number of securities
issuable upon the exercise of the Warrant shall be adjusted to the nearest full
amount by multiplying a number equal to the Exercise Price in effect immediately
prior to such adjustment by the number of securities issuable upon exercise of
the Warrant immediately prior to such adjustment and dividing the product so
obtained by the adjusted Exercise Price.

     

    5.4      
    No Adjustment of Exercise
Price in Certain Cases.  No adjustment of the Exercise Price
shall be made if the amount of said adjustment shall be less than $.01 per
Warrant Share; provided, however, that in such case any adjustment that would
otherwise be required then to be made shall be carried forward and shall be made
at the time of and together with the next subsequent adjustment which, together
with any adjustment so carried forward, shall amount to at least $.01 per
Warrant Share.

     

    5.5       
   Notice of
Adjustment.  In each case of an adjustment or readjustment of
the Exercise Price or the number and kind of any securities issuable upon
exercise of the Warrant, the Company at its expense will promptly calculate such
adjustment in accordance with the terms of this Warrant and prepare a
certificate setting forth such adjustment, including a statement of the adjusted
Exercise Price and adjusted number of shares of Common Stock or type of
Alternate Consideration issuable upon exercise of the Warrant (as applicable),
describing the transactions giving rise to such adjustments and showing in
detail the facts upon which such adjustment is based. The Company will promptly
deliver to each Holder who makes a request in writing, a copy of each such
certificate.

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    Exhibit
4.17

     

    6.     
       Registration
Rights.

     

    6.1       
   Registration.

     

    6.1.1           Registration
Right.    The Company shall use its reasonable
commercial efforts to prepare and file with the SEC a registration statement
(“Registration Statement”) covering the resale of all the securities (such as
the Warrant Shares) issuable on exercise of the Warrants (“Registrable
Securities”) for a resale offering by the initial Holder to be made on a
continuous basis pursuant to Rule 415 within 75 days of the original issuance
date of this Warrant (“Filing Date”).  The Registration Statement
shall be on Form S-3 (except if the Company is not then eligible to register for
resale the Registrable Securities on Form S-3, in which case such registration
shall be on Form S-1 or another appropriate form in accordance with the
Securities Act and the Exchange Act) and shall contain (except if otherwise
directed by the initial Holder or requested by the SEC) a “Plan of Distribution”
in substantially the form provided or approved by the initial
Holder.

     

    The Company shall use reasonable
commercial efforts to cause the Registration Statement to be declared effective
by the SEC as promptly as possible after the filing thereof, but in any event
prior to the 75 days after the required last Filing Date (“Effective Date”), and
shall use its reasonable commercial efforts to keep the Registration Statement
continuously effective under the Securities Act until the earlier of the date
that (i) all of the Registrable Securities have been sold or transferred to
persons who may trade such shares without restriction, or (ii) one year after
the original issuance date by the Company of this Warrant to the initial Holder
(the “Effectiveness Period”).  If the SEC staff or the published or
unpublished regulations or informal policies and guidelines of the SEC limit the
number of Registrable Securities that may be included in the Registration
Statement on behalf of the initial Holder at any time, and thereby require
deferral of registration of such Registrable Securities, in such case the
Company will be able to reduce the number of Registrable Securities that will be
included in the Registration Statement to the maximum number of shares that may
be allowed, provided if there are other shares of common stock outstanding that
are registered or are included on the Registration Statement because of another
effective registration right, then the Registrable Securities that are to be
included on the Registration Statement will be pro rated in as equitable a
manner as is reasonable in the determination of the Board of Directors of the
Company.

     

    Notwithstanding anything in this
Warrant to the contrary, the Company may, by written notice to the initial
Holder, suspend sales under a Registration Statement after the Effective Date
thereof and/or require that the initial Holder immediately cease the sale of
shares of Common Stock pursuant thereto and/or defer the filing of any
subsequent Registration Statement if the Company is engaged in a material
merger, acquisition or sale and the Board of Directors determines in good faith,
by appropriate resolutions, that, as a result of such activity, (A) it would be
materially detrimental to the Company (other than as relating solely to the
price of the Common Stock) to maintain a Registration Statement at such time, or
(B) it is in the best interests of the Company to suspend sales under such
Registration Statement at such time.  Upon receipt of such notice, the
initial Holder shall immediately discontinue any sales of Registrable Securities
pursuant to such registration until the initial Holder is advised in writing by
the Company that the current Prospectus or amended Prospectus, as applicable,
may be used.  In no event, however, shall this right be exercised to
suspend sales beyond the period during which (in the good faith determination of
the Company’s Board of Directors) the failure to require such suspension would
be materially detrimental to the Company.  The Company’s rights under
this section may be exercised for a period of no more than 20 Trading Days at a
time and not more than three times in any twelve-month
period.  Immediately after the end of any suspension period, the
Company shall take all necessary actions (including filing any required
supplemental prospectus) to restore the effectiveness of the applicable
Registration Statement and the ability of the initial Holder to publicly resell
their Registrable Securities pursuant to such effective Registration
Statement.

     

    6.1.2           Terms.  The
Company shall bear all fees and expenses attendant to registering the
Registrable Securities, but the Holder shall pay any and all underwriting
commissions.  The Company agrees to use its reasonable commercial
efforts to qualify or register the Registrable Securities in such states as are
reasonably requested by the initial Holder; provided, however, that in no event
shall the Company be required to register the Registrable Securities in a state
in which such registration would cause (i) the Company to be obligated to
qualify to do business in such state, or would subject the Company to taxation
as a foreign corporation doing business in such jurisdiction or (ii) the
principal stockholders of the Company to be obligated to escrow their shares of
capital stock of the Company.

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    Exhibit
4.17

     

    6.2         Damages.  Should
the registration or the effectiveness thereof required by Section 6.1 hereof be
delayed by the Company or the Company otherwise fails to comply with such
provisions, the Company shall, in addition to any other equitable or other
relief available to the initial Holder, be liable for any and all incidental,
special and consequential damages sustained by the initial Holder, including,
but not limited to, the loss of any profits that might have been received by the
initial Holder upon the sale of the Registrable Securities.

     

    6.3         General
Terms.

     

    6.3.1           Indemnification.  The
Company shall indemnify the Holder of the Registrable Securities to be sold
pursuant to any registration statement hereunder and each person, if any, who
controls Holder within the meaning of Section 15 of the  Securities
Act or Section 20(a) of the Securities Exchange Act of 1934, as amended
(“Exchange Act”), against all loss, claim, damage, expense or liability
(including all reasonable attorneys’ fees and other expenses reasonably incurred
in investigating, preparing or defending against any claim whatsoever) to which
any of them may become subject under the Securities Act, the Exchange Act or
otherwise, arising from such registration statement.  The Holder of
the Registrable Securities to be sold pursuant to such registration statement,
and their successors and assigns, shall severally, and not jointly, indemnify
the Company, its officers and directors and each person, if any, who controls
the Company within the meaning of Section 15 of the Securities Act or Section
20(a) of the Exchange Act, against all loss, claim, damage, expense or liability
(including all reasonable attorneys’ fees and other expenses reasonably incurred
in investigating, preparing or defending against any claim whatsoever) to which
they may become subject under the Securities Act, the Exchange Act or otherwise,
arising from information furnished by or on behalf of the Holder in writing, for
specific inclusion in such registration statement.

     

    6.3.2           Exercise of
Warrant.  Nothing contained in this Warrant shall be construed
as requiring the Holder to exercise the Warrant prior to or after the initial
filing of any registration statement or the effectiveness thereof.

     

    6.3.3           Rule 144
Sales.  Notwithstanding anything contained in this Section 6 to
the contrary, the Company shall have no obligation pursuant to this Section 6 to
register the Registrable Securities held by any Holder, where the Holder would
then be entitled to sell under Rule 144 within any three-month period (or such
other period prescribed under Rule 144 as may be provided by amendment thereof)
all of the Registrable Securities then held by such Holder, or (ii) where the
number of Registrable Securities held (or could be held) by such Holder is
within the volume limitations under Rule 144.

     

    6.3.4           Supplemental
Prospectus.  The Holder agrees, that upon receipt of any notice
from the Company of the happening of any event as a result of which the
prospectus included in the Registration Statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing, the Holder will
immediately discontinue disposition of Registrable Securities pursuant to the
Registration Statement covering such Registrable Securities until the Holder’s
receipt of the copies of a supplemental or amended prospectus, and, if so
desired by the Company, the Holder shall deliver to the Company (at the expense
of the Company) or destroy (and deliver to the Company a certificate of such
destruction) all copies, other than permanent file copies then in the Holder’s
possession, of the prospectus covering such Registrable Securities current at
the time of receipt of such notice.

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    Exhibit
4.17

     

    7.         
   Elimination of Fractional
Interest.  The Company shall not be required to issue
certificates representing fractions of securities upon the exercise of the
Warrant, nor shall it be required to issue script or pay cash in lieu of
fractional interests, it being the intent of the parties that all fractional
interests may be eliminated, at the Company’s option, by rounding any fraction
up to the nearest whole number of shares of Common Stock or other securities,
properties or rights issuable on exercise, or in lieu thereof paying cash equal
to such fractional interest.

     

    8.         
   Reservation, Validity and
Listing.  The Company covenants and agrees that during the
exercise period, the Company shall at all times reserve and keep available out
of its authorized shares of Common Stock, solely for the purpose of issuance
upon the exercise of the Warrant, such number of shares of Common Stock or other
securities, properties or rights as shall be issuable upon the exercise under
this Warrant. The Company covenants and agrees that, upon exercise of the
Warrant, and payment of the Exercise Price therefore, all shares of Common Stock
and other securities issuable upon such exercise shall be duly authorized,
validly issued, fully paid, non-assessable and not subject to the preemptive
rights of any shareholder. As long as the Warrant is outstanding, the Company
shall use its reasonable commercial efforts to cause all shares of Common Stock
issuable upon the exercise of the Warrant to be listed and quoted (subject to
official notice of issuance) on all securities exchanges and systems on which
the other outstanding shares of Common Stock are then listed and/or quoted,
including Nasdaq and the American Stock Exchange.

     

    9.         
   Notices to Warrant
Holder.  Nothing contained in this Warrant shall be construed
as conferring upon the Holder of the Warrant the right to vote or to consent or
to receive notice as a shareholder in respect of any meetings of shareholders
for the election of directors or any other matter, or as having any rights
whatsoever as a shareholder of the Company. If, however, at any time prior to
the Expiration Time of the Warrant and its exercise in full, any of the
following events shall occur:

     

    (a)           the
Company shall take a record of the holders of its shares of Common Stock for the
purpose of entitling them to receive a dividend or distribution payable
otherwise than in cash, or a cash dividend or distribution payable otherwise
than out of current or retained earnings, as indicated by the accounting
treatment of such dividend or distribution on the books of the Company;
or

     

    (b)           the
Company shall offer to all the holders of its Common Stock any additional shares
of capital stock of the Company or securities convertible into or exchangeable
for shares of capital stock of the Company, or any option, right or warrant to
subscribe therefore; or

     

    (c)           a
dissolution, liquidation or winding up of the Company (other than in connection
with a consolidation or merger) or a sale of all or substantially all of its
property, assets and business as an entirety shall be proposed;

     

    then, in
any one or more of said events, the Company to the extent practicable shall give
written notice of such event at least 15 days prior to the date fixed as a
record date of the date of closing the transfer books for the determination of
the shareholders entitled to such dividend, distribution, convertible or
exchangeable securities or subscription rights, or entitled to vote on such
proposed dissolution, liquidation, winding up or sale. Such notices shall
specify such record date or the date of closing the transfer books, as the case
may be.

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    Exhibit
4.17

     

    10.           Notices.  All
notices, requests, consents and other communications hereunder shall be in
writing and shall be deemed to have been duly given when sent by (i) facsimile;
or (ii) delivered personally or by overnight courier or mailed by registered or
certified mail, return receipt requested:

     

    (a)           If
to the Company, to the address of below or as such may be changed from time to
time.

     

    Cicero,
Inc.

    8000
Regency Parkway, Suite 542

    Cary, NC
27518

    Fax:

    Tel:  919-380-5000

    


    With a
copy to:

    


    Golenbock
Eiseman Assor Bell & Peskoe LLP

    437
Madison Avenue

    New York,
NY  10022

    Attn:
Lawrence M. Bell, Esq.

    Fax:
(212) 754-0330

    Tel:
(212) 907-7300

    


     

    (b)           If
to the Holder, to the address set forth below or as shown on the books of the
Company as such may be changed from time to time.

     

     

    Fax:

    Tel:

    


    With a
copy to:

    


    


    Tel:

    Fax:

    


    11.           Entire Agreement:
Modification.  This Warrant contains the entire understanding
between the parties hereto with respect to the subject matter hereof, and the
terms and provisions of this Warrant may only be modified, waived or amended in
writing. Any modification, waiver or amendment executed by the Company and the
Holder (or the Holders holding a majority of the Warrant Shares or the other
securities, property or rights issuable upon exercise of the Warrants, as the
case may be) shall be binding on the Holder (or all Holders, as the case may
be). Notice of any modification, waiver or amendment shall be promptly provided
to any Holder not consenting to such modification, waiver or
amendment.

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    Exhibit
4.17

     

    12.           Assignment.  The
Warrant was issued initially as part of a unit with the Loan, and the Warrant
may not be detached or the ownership rights thereof separated one from the
other, except to the extent this Warrant shall be in excess of _______
shares.  The Holder may assign to one or more assignees (each an
“Assignee”) all, or any part, of the Warrant, provided, however, that
simultaneously with and as part of such assignment, it assigns a pro rata amount
of its rights under the Loan, and provide, further, the Company may continue to
deal solely and directly with the Holder in connection with the interest
assigned to the Assignee until (i) written notice of such assignment, has been
given to the Company by the Holder and the Assignee, and (ii) the Holder and its
Assignee have delivered to the Company a document reflecting the assignment and
acceptance, as reasonably acceptable to the Company.  The assignment
of the Warrant does not transfer the registration rights provided in the
Warrant, which are unique to the initial Holder.

     

    13.           Successors.  All
the covenants and provisions of the Warrant shall be binding upon and inure to
the benefit of the Company, the Holders and their respective permitted
successors and assigns hereunder.

     

    14.           Governing Law;
Submission to
Jurisdiction.  This Warrant shall be governed by and construed
in accordance with the internal laws of the State of Delaware without regard to
the conflicts of laws principles thereof. The parties hereto hereby irrevocably
agree that any suit or proceeding arising directly and/or indirectly pursuant to
or under this Warrant, shall be brought solely in a federal or state court
located in the City, County and State of New York. By its execution hereof, the
parties hereby covenant and irrevocably submit to the in personam jurisdiction of
the federal and state courts located in the City of Wilmington, State of
Delaware and agree that any process in any such action may be served upon any of
them personally, or by certified mail or registered mail upon them or their
agent, return receipt requested, with the same full force and effect as if
personally served upon them in the City of Wilmington, State of Delaware. The
parties hereto waive any claim that any such jurisdiction is not a convenient
forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with
respect thereto. In the event of any such action or proceeding, the party
prevailing therein shall be entitled to payment from the other party hereto of
its reasonable counsel fees and disbursements in an amount judicially
determined.

     

    15.           Severability.  If
any provision of the Warrant shall be held to be invalid or unenforceable, such
invalidity or unenforceability shall not affect any other provision of the
Warrant.

     

    16.           Captions.  The
caption headings of the sections of the Warrant are for convenience of reference
only and are not intended, nor should they be construed as, a part of the
Warrant and shall be given no substantive effect.

     

    17.           Benefits of This
Warrant.  Nothing in the Warrant shall be construed to give to
any person or corporation other than the Company and any registered Holder(s) of
the Warrant(s) any legal or equitable right, remedy or claim under the Warrant;
and the Warrant shall be for the sole and exclusive benefit of the Company and
any Holder(s) of the Warrant.

     

    18.           Counterparts.  The
Warrant may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and such
counterparts shall together constitute but one and the same
instrument.

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    Exhibit
4.17

     

    IN
WITNESS HEREOF, the parties hereto have caused this Warrant to be duly executed,
as of the day and year first above written.

     

    


    
      
        
          
            
              
                	 
      	
                        Cicero,
      Inc.

                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                        By:

                      	 
      
	 
      	 
      	
                        John
      Broderick

                      
	 
      	 
      	
                        Chief
      Executive Officer

                      
	 
      	 
      	 
      
	 
      	
                        Holder

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	 
      
	 
      	
                        Name:

                      	 
      
	 
      	
                        Title:

                      	 
      


              

            

          

        

      

    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    FORM
OF SUBSCRIPTION (CASH EXERCISE)

     

    (To be
signed only upon exercise of Warrant)

    


    
      	
               
      

            	
              TO:

            	
              Cicero,
      Inc.

            


    

    


    


    The
undersigned holder of Warrant dated ________________ (the “Warrant”), of Cicero,
Inc. (the “Company”), which is being delivered herewith, hereby irrevocably
elects to purchase ______________ Warrant Shares (as defined in the Warrant),
and herewith makes payment of $ _________________ therefore, all in
accordance with the Warrant. Certificates for the Warrant Shares shall be issued
in the name of ________________ and delivered to the following
address:

     

    
      
        
          	
                  
                     

                  

                
	 
      
	 
      
	 
      


        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    By:

                                  	 
      	 
	
                                    Name:

                                  	 	 
      	 
	
                                    Social
      Security Number or Tax Identification Number:

                                  	 
      	 
	
                                    Date:

                                  	 
      	 


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    (Signature
must conform in all respects to name of Holder as specified in the
Warrant)

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
B

     

    FORM
OF SUBSCRIPTION (CASHLESS EXERCISE)

     

    
      	
               
      

            	
              TO:

            	
              Cicero,
      Inc.

            


    

    


    


    The
undersigned holder of Warrant dated _________________ (the “Warrant”), of
Cicero, Inc. (the “Company”), which Warrant is being delivered herewith, hereby
irrevocably elects to exercise (on a conversion right basis, in accordance with
the formula set forth in Section 2.3 of the Warrant with respect to
__________________ Warrant Shares (as defined in the Warrant), all in accordance
with the Warrant. Certificates for the Warrant Shares shall be issued in the
name of _____________________ and delivered to the following
address:

    
       

      
        
          
            	
                    
                       

                    

                  
	 
      
	 
      
	 
      


          

        

      

       

    

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                By:

                              	 
      	 
	
                                Name:

                              	 	 
      	 
	
                                Social
      Security Number or Tax Identification Number:

                              	 
      	 
	
                                Date:

                              	 
      	 


                      

                    

                  

                

              

            

          

        

      

    

     

    (Signature
must conform in all respects to name of Holder as specified on the face of the
Warrant)

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    FORM OF
ASSIGNMENT

     

    (To be
used by the registered holder if such Holder desires to transfer the
Warrant)

     

    FOR VALUE
RECEIVED ______________________________________________ hereby sells, assigns
and transfers unto:

     

    
      
        
          
            
              
                	
                        Print
      Name of Transferee:

                      	 	 
      	 
      


              

            

          

        

      

    

    


    
      
        
          
            	
                    Address:

                  	 	 
      	 
      


          

        

      

    

    


    
      
        
          	
                  City
      State Zip Code

                	 	 
      	 
      


        

      

    

    


    
      
        
          
            	
                    Security
      or Federal Tax ID Number:

                  	 	 
      	 
      


          

        

      

    

    


    this
Warrant, originally dated __________ 2009, and issued by Cicero, Inc.
(“Company”), together with all right, title and interest therein, and does
hereby irrevocably constitute and appoint ___________________________ as its
Attorney in Fact, to transfer the Warrant on the books of the Company, with full
power of substitution.

     

    
      
        
          
            
              	
                      Dated:

                    	 
      	 	
                      Signature:

                    
	 
      	 
      	 	 
      
	 
      	 
      	 	 
      
	 
      	 
      	 	 
      
	 
      	 
      	 	
                      (Signature
      must conform in all respects to name of Holder as specified on the face of
      the
Warrant)