**Exhibit 4.2**

 

**THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT. THIS WARRANT AND THE SECURITIES TO BE ISSUED UPON EXERCISE OF THIS WARRANT HAVENOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE 1933 ACTAND ANY APPLICABLE STATE SECURITIES LAWS.**

 

**WARRANT TOPURCHASE*******125,000*******SHARES**

**OF THE COMMON STOCK OF**

***drugstore.com inc.***

 

**EFFECTIVE DATE: February 14, 2005**

 

**EXPIRATION DATE: February 14, 2008**

 

This certifies that **HEIDRICK & STRUGGLES, INC.** or its transferees or assigns (each individually,the “***Holder***”) for the agreed upon value of $1.00 and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, shall be entitled to purchase from**DRUGSTORE.COMINC********.**, a *Delaware* corporation (the “***Company***”), having its principal place of business at *13920 Southeast Eastgate Way,Suite 300, Bellevue, WA 98005*, a maximum of *125,000*fully paid and nonassessable shares of the Company’s Common Stock (“***Common Stock***”) for cash at a price equal to *$2.36*per share (the“***Exercise Price***”) at any time, or from time to time, up to and including 5:00 p.m. Pacific time on the Expiration Date, upon the surrender to the Company at its principal place of business (or at such other location as theCompany may advise the Holder in writing) of this Warrant properly endorsed, a Form of Subscription in substantially the form attached hereto duly filled in and signed and, as applicable, upon payment in cash or by check of the aggregate ExercisePrice for the number of shares for which this Warrant is being exercised determined in accordance with the provisions hereof, or the surrender of the right to acquire the number of shares of Common Stock determined in accordance with Section 1.2.The Exercise Price and the number of shares of Common Stock purchasable hereunder are subject to adjustment as provided in Section 3 of this Warrant. 

 

The Warrant is being issued pursuant to the Agreement between the Company and the Holder dated as of February 14, 2005 (the “PurchaseAgreement”). The Holder of this Warrant is subject to certain restrictions, and entitled to certain rights as set forth in the Purchase Agreement. This Warrant is referred to as the “Warrant” in the Purchase Agreement. 

 

This Warrant is subject to the following terms and conditions: 

 

 

**1.1 General.** This Warrant isexercisable at the option of the holder of record hereof at any time or from time, to time, up to the Expiration Date for all or any part of the shares of Common Stock (but not for a fraction of a share), which may be purchased hereunder. ThisWarrant may be exercised by the holder of record hereof by tendering to the Company at its 

principal office a completed notice of exercise in the form attached hereto as Exhibit A (the “***Notice of Exercise***”). The Companyagrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant, properly endorsed, andappropriate payment for such shares shall have each been delivered to the Company at its principal place of business. Certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder isentitled upon such exercise, shall be delivered to the Holder by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised, and in any event, within ten (10) business daysof such exercise. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor for the balance of the sharespurchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall beregistered in the name designated by such Holder. 

 

**1.2 NetIssue Exercise**. Holder agrees that it cannot “net issue exercise” this Warrant in accordance with the provisions of this section, except in connection with or following an Organic Change (as defined in Section 3.3 below).Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company’s Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrantfor cash, the Holder may elect a “Net Issue Exercise” pursuant to which it will receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principaloffice of the Company together with the properly endorsed Form of Subscription and notice of such election in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: 

 
X =  
Y (A-B)
         A
 

Where X = the numberof shares of Common Stock to be issued to the Holder 

 

Y = thenumber of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such exercise) 

 

A = the fair market value of one share of the Company’s Common Stock

 

B = Exercise Price (as adjusted to the date of suchexercise). 

 

For purposes of the above calculation, the fair market value of oneshare of Common Stock shall be determined by the Company’s Board of Directors in good faith, as of the date of exercise of the Warrant; provided, however, that where there is a public market for the Company’s Common Stock, the fair marketvalue per share shall be the average of the closing prices of the Company’s 

 

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Common Stock quoted on the Nasdaq National Market (or similar system) or on any exchange on which the Common Stock is listed, whichever is applicable, overthe five (5) trading day period commencing on the trading day immediately following the day on which the Warrant is exercised. 

 

**2. SHARESTOBE FULLY PAID; RESERVATIONOFSHARES.** The Company covenants and agrees that all shares of Common Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid andnonassessable and free from all preemptive rights of any shareholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, during the period within which the rights represented bythis Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise of the subscription rights evidenced by this Warrant, a sufficient number of shares of authorized butunissued Common Stock, or other securities and property, when and as required to provide for the exercise of the rights represented by this Warrant. The Company will take all such action as may be reasonably necessary to assure that such shares ofCommon Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the Common Stock may be listed; provided, however, that the Company shall notbe required to effect a registration under Federal or State securities laws with respect to such exercise. The Company will not take any action which would result in any adjustment of the Exercise Price (as set forth in Section 3 hereof) if thetotal number of shares of Common Stock issuable (i) upon exercise of the Warrant would exceed 10% of the total number of shares of Common Stock outstanding on the Effective Date or (ii) after such action upon exercise of all outstanding warrants,together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options and upon the conversion of all convertible securities and other equity purchase rights then outstanding, would exceedthe total number of shares of Common Stock then authorized by the Company’s Articles/Certificate of Incorporation (the “Company Charter”).****

 

**3. ADJUSTMENTOF EXERCISE PRICEAND NUMBEROF SHARES.** The Exercise Price and the number of shares purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events described in Sections 3.1and 3.2 below. Upon each adjustment of the Exercise Price, the Holder of this Warrant shall thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares obtained by multiplying the Exercise Price ineffect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment, and dividing the product thereof by the Exercise Price resulting from such adjustment.****

 

**3.1 Subdivision or Combination of Stock**. In case the Company shall atany time subdivide its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision shall be proportionately reduced, and conversely, in case the outstanding shares of CommonStock of the Company shall be combined into a smaller number of shares (by reverse stock split or otherwise), the Exercise Price in effect immediately prior to such combination shall be proportionately increased. 

 

**3.2 Dividends in Common Stock, Other Stock, Property,Reclassification**. If at any time or from time to time the Holders of Common Stock (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received or become entitled to receive, withoutpayment therefor, 

 

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**(a)**Common Stock or any shares of stock or other securities which are at any time directly orindirectly convertible into or exchangeable for Common Stock, or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution, 

 

**(b)**any cash paid or payable otherwise than as a cash dividend, or

 

**(c)**Common Stock or additional stock or othersecurities or property (including cash) by way of spinoff, split-up, reclassification, combination of shares or similar corporate rearrangement, (other than shares of Common Stock issued as a stock split or adjustments in respect of which shall becovered by the terms of Section 3.1 above), 

 

then, and in each such case, theHolder hereof shall, upon the exercise of this Warrant, be entitled to receive, in addition to the number of shares of Common Stock receivable thereupon, and without payment of any additional consideration therefor, the amount of stock and othersecurities and property (including cash in the cases referred to in clauses (b) and (c) above) (collectively, “***Other Property***”) which such Holder would hold on the date of such exercise had he been the holder of record ofsuch Common Stock as of the date on which holders of Common Stock received or became entitled to receive such Other Property. Notwithstanding the foregoing, the Company may, in lieu of delivering such Other Property to the Holder, adjust theExercise Price of the Warrant or the number of shares of Common Stock to be delivered upon exercise of the Warrant as the Board of Directors, in its reasonable judgment, deems appropriate and equitable, in order to take into account the value ofsuch Other Property. 

 

**3.3 Reorganization, Consolidation,Merger or Sale**. If any recapitalization or reorganization of the capital stock of the Company other than pursuant to Section 3.2(c) above, or any consolidation or merger of the Company with another corporation, or the sale of all orsubstantially all of its assets shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities, or other assets or property as consideration for such holders’ shares of Common Stock (an“***Organic Change***”), then, as a condition of such Organic Change, lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of theshares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented by this Warrant) such shares of stock, securities or other assets or property as may be issued or payable withrespect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented by this Warrant. In theevent of any Organic Change, appropriate provision shall be made by the Company with respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustmentsof the Exercise Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof.Prior to the consummation of any such consolidation, merger or sale, the successor entity (if other than the Company) resulting from such consolidation or the corporation purchasing such assets shall assume by written instrument reasonably 

 

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satisfactory in form and substance to the Holders executed and mailed or delivered to the registered Holder hereof at the last address of such Holderappearing on the books of the Company, the obligation to deliver to such Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase. 

 

**3.4 Certain Events.**If any change in the outstanding Common Stock ofthe Company or any other event occurs as to which the other provisions of this Section 3 are not strictly applicable or if strictly applicable would not fairly protect the purchase rights of the Holder of the Warrant in accordance with suchprovisions, then the Board of Directors of the Company shall make an adjustment in the number and class of shares available under the Warrant, the Exercise Price or the application of such provisions, so as to protect such purchase rights asaforesaid. The adjustment shall be such as will give the Holder of the Warrant upon exercise for the same aggregate Exercise Price the total number, class and kind of shares as the Holder would have owned had the Warrant been exercised prior to theevent and had the Holder continued to hold such shares until after the event requiring adjustment.****

 

**3.5 Notices of Change.**

 

**(a)**Immediately upon any adjustment in the number or class of shares subject to this Warrant and/or of the Exercise Price, the Company shall givewritten notice thereof to the Holder, setting forth in reasonable detail and certifying the calculation of such adjustment. 

 

**(b)**The Company shall give written notice to the Holder at least 10 business days prior to the date on which the Company closes its books or takesa record for determining rights to receive any dividends or distributions. 

 

**(c)**The Company shall also give written notice to the Holder at least 30 business days prior to the date on which an Organic Change shall take place. 

 

**4. ISSUE TAX.**The issuance ofcertificates for shares of Common Stock upon the exercise of the Warrant shall be made without charge to the Holder of the Warrant for any issue tax (other than any applicable income taxes) in respect thereof; provided, however, that the Companyshall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the then Holder of the Warrant being exercised.****

 

**5. CLOSINGOF BOOKS.** TheCompany will at no time close its transfer books against the transfer of any warrant or of any shares of Common Stock issued or issuable upon the exercise of any warrant in any manner which interferes with the timely exercise of this Warrant, unlessotherwise required to do so by law.****

 

**6.NO VOTINGOR DIVIDEND RIGHTS; LIMITATIONOF LIABILITY.** Nothing contained in this Warrant shall be construed as conferringupon the Holder hereof the right to vote or to consent or to receive notice as a shareholder of the Company or any other matters or any rights whatsoever as a shareholder of the Company. No dividends or interest shall be payable or accrued inrespect of this Warrant or the interest represented hereby or the shares purchasable hereunder until, and only to the extent that, this Warrant shall have been exercised. 

 

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No provisions hereof, in the absence of affirmative action by the holder to purchase shares of Common Stock, and no mere enumeration herein of the rights orprivileges of the holder hereof, shall give rise to any liability of such Holder for the Exercise Price or as a shareholder of the Company, whether such liability is asserted by the Company or by its creditors. 

 

**7. WARRANTS TRANSFERABLE.** Subject tocompliance with applicable federal and state securities laws and the provisions of Section 10(c) below, this Warrant and all rights hereunder are transferable, in whole or in part, without charge to the holder hereof (except for transfer taxes),upon surrender of this Warrant properly endorsed. Each taker and holder of this Warrant, by taking or holding the same, consents and agrees that this Warrant, when endorsed in blank, shall be deemed negotiable, and that the holder hereof, when thisWarrant shall have been so endorsed, may be treated by the Company, at the Company’s option, and all other persons dealing with this Warrant as the absolute owner hereof for any purpose and as the person entitled to exercise the rightsrepresented by this Warrant, or to the transfer hereof on the books of the Company any notice to the contrary notwithstanding; but until such transfer on such books, the Company may treat the registered owner hereof as the owner for allpurposes.****

 

**8. RIGHTSAND OBLIGATIONS SURVIVE EXERCISEOF WARRANT.**The rights and obligations of the Company, of the holder of this Warrant and of the holder of shares of CommonStock issued upon exercise of this Warrant, shall survive the exercise of this Warrant. 

 

**9. FURTHER REPRESENTATIONS, WARRANTIESAND COVENANTSOFTHE COMPANY.**

 

**(a) Articles and Bylaws**. The Company has made available to Holdertrue, complete and correct copies of the Company Charter and Bylaws, as amended, through the date hereof. 

 

**(b) Due Authority**. The execution and delivery by the Company of this Warrant and the performance of all obligations of the Company hereunder,including the issuance to Holder of the right to acquire the shares of Common Stock, have been duly authorized by all necessary corporate action on the part of the Company, and the Warrant is not inconsistent with the Company Charter or Bylaws andconstitutes a legal, valid and binding agreement of the Company, enforceable in accordance with its terms. 

 

**(c) Consents and Approvals**. No consent or approval of, giving of notice to, registration with, or taking of any other action in respect of anystate, federal or other governmental authority or agency is required with respect to the execution, delivery and performance by the Company of its obligations under this Warrant, except for any filing required by applicable federal and statesecurities laws, which filing will be effective by the time required thereby. 

 

**(d) Issued Securities.** All issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of capitalstock were issued in full compliance with all federal and state securities laws. 

 

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**(e) Exempt Transaction**. Subject to the accuracy of the Holders representations in Section 10hereof, the issuance of the Common Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “***1933 Act***”), inreliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws. 

 

**(f) Compliance with Rule 144**. At the written request of the Holder, who proposes to sell Common Stock issuable upon the exercise of the Warrant incompliance with Rule 144 promulgated by the Securities and Exchange Commission, the Company shall furnish to the Holder, within thirty (30) days after receipt of such request, a written statement confirming the Company’s compliance with thefiling requirements of the Securities and Exchange Commission as set forth in such Rule, as such Rule may be amended from time to time. 

 

**10. REPRESENTATIONSAND COVENANTSOFTHEHOLDER********.**

 

ThisWarrant has been entered into by the Company in reliance upon the following representations and covenants of the Holder: 

 

**(a) Investment Purpose**. The Warrant and the Common Stock issuable upon exercise of the Warrant will be acquired for investment and not with a viewto the sale or distribution of any part thereof, and the Holder has no present intention of selling or engaging in any public distribution of the same except pursuant to a registration or exemption pursuant to the 1933 Act. 

 

**(b) Private Issue**. The Holder understands (i) that the Warrant andthe Common Stock issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration andqualifications requirements thereof pursuant to Section 4(2) of the 1933 Act and any applicable state securities laws, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 10.

 

**(c) Disposition or Transfer of Holders Rights**. In noevent will the Holder make a disposition of, or otherwise transfer, the Warrant or the Common Stock issuable upon exercise of the Warrant unless and until (i) it shall have notified the Company of the proposed disposition, and (ii) if requested bythe Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Holder) satisfactory to the Company and its counsel to the effect that (A) appropriate action necessary forcompliance with the 1933 Act has been taken, or (B) an exemption from the registration requirements of the 1933 Act is available. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of its rights to acquire CommonStock or Common Stock issuable on the exercise of such rights do not apply to transfers from the beneficial owner of any of the aforementioned securities to its nominee or from such nominee to its beneficial owner, and shall terminate as to anyparticular share of Common Stock when (1) such security shall have been effectively registered under the 1933 Act and sold by the holder thereof in accordance with such registration or (2) such security shall have been sold without registration incompliance with Rule 144 under the 1933 Act, or (3) a letter shall have been issued to the Holder at its request by 

 

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the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Holder at its request by such Commission stating that no actionshall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the 1933 Act in accordance with the conditions set forth in such letter or ruling and such letter orruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Holder or holder of a share of Common Stock then outstanding as to which suchrestrictions have terminated shall be entitled to receive from the Company, without expense to such holder, one or more new certificates for the Warrant or for such shares of Common Stock not bearing any restrictive legend. 

 

**(d) Financial Risk**. The Holder has such knowledge and experience infinancial and business matters as to be capable of evaluating the merits and risks of its investment, and has the ability to bear the economic risks of its investment. 

 

**(e) Risk of No Registration**. The Holder understands that if the Company does not register with the Securities andExchange Commission pursuant to Section 12 of the 1933 Act, or file reports pursuant to Section 15(d), of the Securities Exchange Act of 1934 (the “***1934 Act***”), or if a registration statement covering the securities under the1933 Act is not in effect when it desires to sell (i) the Warrant, or (ii) the Common Stock issuable upon exercise of the Warrant, it may be required to hold such securities for an indefinite period. The Holder also understands that any sale of theWarrant or the Common Stock issuable upon exercise of the Warrant which might be made by it in reliance upon Rule 144 under the 1933 Act may be made only in accordance with the terms and conditions of that Rule. 

 

**(f) Accredited Investor.** Holder is an “***accreditedinvestor***” within the meaning of Rule 501 of Regulation D under the 1933 Act, as presently in effect. 

 

**11. MODIFICATIONAND WAIVER.** This Warrant and any provision hereof may be changed, waived, dischargedor terminated only by an instrument in writing signed by the party against which enforcement of the same is sought.****

 

**12. NOTICES.** Any notice, request or other document required or permitted to be given or delivered to the holder hereof or theCompany shall be delivered or shall be sent by an established overnight service provider (e.g., Federal Express), or registered or certified mail, postage prepaid, to each such holder at its address as shown on the books of the Company or to theCompany at the address indicated therefor in the first paragraph of this Warrant or such other address as either may from time to time provide to the other in accordance with this Section.****

 

**13. BINDING EFFECTONSUCCESSORS.**This Warrant shall be binding upon any corporation succeeding the Company by merger, consolidation or acquisition of all or substantially all of the Company’s assets. All of the obligations of the Company relatingto the Common Stock issuable upon the exercise of this Warrant shall survive the exercise and termination of this Warrant. All of the covenants and agreements of the Company shall inure to the benefit of the successors and assigns of the holderhereof. ****

 

**14. DESCRIPTIVEHEADINGSAND GOVERNING LAW.**The description headings of the several sections and paragraphs of this Warrant are inserted for convenience only and do not 

 

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constitute a part of this Warrant. This Warrant shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, thelaws of the *State of Washington,*without giving effect to principles of conflicts of laws*.*

 

**15. LOST WARRANTS.**The Company represents and warrants to the Holder hereof that upon receipt of evidence reasonablysatisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or in the case of any suchmutilation upon surrender and cancellation of such Warrant, the Company, at its expense, will make and deliver a new Warrant, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant. ****

 

**16. FRACTIONAL SHARES.** No fractionalshares shall be issued upon exercise of this Warrant. The Company shall, in lieu of issuing any fractional share, pay the holder entitled to such fraction a sum in cash equal to such fraction multiplied by the then effective Exercise Price.****

 

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Comments 2/8/05 

 

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

 
**DRUGSTORE.COM INC.**a *Delaware* corporation
By:
 
/s/ Dawn Lepore

Name:
 
Dawn G. Lepore

Title:
 
Chief Executive Officer

 
**ATTEST:**
/s/ Alesia Pinney

Secretary
**ACCEPTED AND AGREED:**
**HEIDRICK & STRUGGLES, INC.**

a *Delaware* corporation

By:
 
/s/ Eileen Kamerick

Name:
 
Eileen Kamerick

Title:
 
Chief Financial Officer

**EXHIBIT A**

 

**NOTICE OF EXERCISE**

 

Date:                 , 200  

 

**drugstore.com inc.**

**13920 Southeast Eastgate Way, Suite 300**

**Bellevue, WA 98005**

 

Attn: President 

 

Ladies and Gentlemen: 

 
 ̈The undersigned hereby elects to exercise the warrant issued to it by drugstore.com inc. (the “***Company***”) and dated                          , (the “***Warrant***”) and to purchase thereunder                         shares of the Common Stock of the Company (the “***Shares***”) at a purchaseprice of                          Dollars($                    ) per Share or an aggregate purchase price of                         Dollars($                    ) (the “***Exercise Price***”). Pursuant to the terms of the Warrant the undersigned has delivered theExercise Price herewith in full in cash or by certified check or wire transfer. 
 
 ̈The undersigned hereby elects to convert                                        percent (        %) of the value of the Warrant into shares of Common Stock, pursuant to the net exercise provisions of Section 1.2 of the Warrant. 
 

The undersigned represents that is acquiring the Common Stock for its own account, to holdfor investment, and the undersigned will not make any sale, transfer or other disposition of the Common Stock in violation of the Securities Act of 1933, as amended (the “Securities Act”), or in violation of any applicable state securitieslaw. 

 

The undersigned has been advised that the Common Stock has not beenregistered under the Securities Act or state securities laws on the ground that this transaction is exempt from registration, and that reliance by the Company on such exemptions is predicated in part on the undersigned’s representations setforth in this Notice of Exercise. 

 

The undersigned has been informed that underthe Securities Act, the Common Stock must be held indefinitely unless it is subsequently registered under the Act or unless an exemption from such registration is available with respect to any proposed transfer or disposition by the undersigned ofthe Common Stock. 

 

Please issue a certificate or certificates representing saidshares of Common Stock in the name of the undersigned or in such other name as is specified below: 

Name: 
 
Address: 
 

 
Very truly yours,
 

By:
 
 

Title:
 
 

 

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