EX-10.3






Exhibit 10.3

====================================================================




SIPEX CORPORATION




and




WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Warrant Agent














WARRANT AGENT AGREEMENT




Dated as of May 16, 2006




=====================================================================





1






WARRANT AGENT AGREEMENT




TABLE OF CONTENTS




Page



—



	 	 	 	 	 
	SECTION 1. Appointment of Warrant Agent
	 	 	1	 
	SECTION 2. Warrant Certificates
	 	 	1	 
	SECTION 3. Execution of Warrant Certificates
	 	 	1	 
	SECTION 4. Registration
	 	 	2	 
	SECTION 5. Registration of Transfers and Exchanges
	 	 	2	 
	SECTION 6. Terms and Release of Warrants
	 	 	3	 
	SECTION 7. Reservation of Warrant Shares.
	 	 	3	 
	SECTION 8. Notices to Warrant holders
	 	 	3	 
	SECTION 9. Merger, Consolidation or Change of Name of Warrant Agent
	 	 	3	 
	SECTION 10. Warrant Agent
	 	 	4	 
	SECTION 11. Change of Warrant Agent
	 	 	5	 
	SECTION 12. Notices to Company and Warrant Agent
	 	 	6	 
	SECTION 13. Supplements and Amendments
	 	 	6	 
	SECTION 14. Successors
	 	 	7	 
	SECTION 15. Termination
	 	 	7	 
	SECTION 16. Governing Law
	 	 	7	 
	SECTION 17. Benefits of This Agreement
	 	 	7	 
	SECTION 18. Counterparts
	 	 	8	 
	SECTION 19. Conflicting Terms
	 	 	8	 






EXHIBIT A            Form of Warrant Certificate





2



WARRANT AGENT AGREEMENT (“Warrant Agent Agreement”) dated as of May 16, 2006 between Sipex
Corporation, a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, a
national banking association organized and in good standing under the laws of the United States, as
Warrant Agent (the “Warrant Agent”).



WHEREAS, the Company has entered into a Securities Purchase Agreement dated May 16, 2006 (the
“Securities Purchase Agreement”) by and between the Company and the buyers listed in Exhibit A to
the Securities Purchase Agreement pursuant to which the Company proposes to issue warrants to
purchase common stock of the Company, as hereinafter described (the “Warrants”), which in the
aggregate initially entitle the holders thereof to purchase 1,679,104 shares of Common Stock of the
Company (the “Common Stock” and with the Common Stock issuable on exercise of the Warrants being
referred to herein as the “Warrant Shares”). Capitalized terms used and not otherwise defined
herein have the meanings ascribed thereto in the Warrant Certificate (as defined below).



WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing so to act, in connection with the transfer, exchange and exercise of
Warrants and other matters as provided herein;



NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth,
the parties hereto agree as follows:



SECTION 1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act
as agent for the Company in accordance with the instructions set forth hereinafter in this
Agreement, and the Warrant Agent hereby accepts such appointment. The Company may from time to
time appoint such Co-Warrant Agent(s) as it may deem necessary or desirable upon ten (10) days’
prior written notice to the Warrant Agent. The Warrant Agent shall have no duty to supervise, and
shall in no event be liable for, the acts or omissions of any such Co-Warrant Agent(s).



SECTION 2. Warrant Certificates. The certificates evidencing the Warrants (the “Warrant
Certificates”) to be delivered pursuant to this Agreement shall be in registered form only and
shall be substantially in the form set forth in Exhibit A attached hereto. The Warrant
Certificates are hereby made a part of this Agreement and the terms and conditions set forth
therein are hereby incorporated herein.



SECTION 3. Execution of Warrant Certificates. Warrant Certificates shall be signed on behalf
of the Company by its Chairman of the Board, Chief Executive Officer, Chief Financial Officer,
President or a Vice President. Each such signature upon the Warrant Certificates may be in the
form of a facsimile signature of the present or any future Chairman of the Board, Chief Executive
Officer, Chief Financial Officer, President, or a Vice President and may be imprinted or otherwise
reproduced on the Warrant Certificates and for that purpose the Company may adopt and use the
facsimile signature of any person who shall have been Chairman of the Board, Chief Executive
Officer, Chief Financial Officer, President, or a Vice President, notwithstanding the fact that at
the time the Warrant Certificates shall be transferred or disposed of he or she shall have ceased
to hold such office.



In case any officer of the Company who shall have signed any of the Warrant Certificates shall
cease to be such officer before the Warrant Certificates so signed shall be transferred or disposed
of by the Company, such Warrant Certificates nevertheless may be transferred or disposed of as
though such person had not ceased to be such officer of the Company; and any Warrant Certificate
may be signed on behalf of the Company by any person who, at the actual date of the execution of
such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant
Certificate, although at the date of the execution of this Warrant Agent Agreement any such person
was not such officer.



Each Warrant Certificate shall be dated the date such Warrant Certificate was authorized to be
transferred by the Company.



SECTION 4. Registration. The Warrant Agent, on behalf of the Company, shall hold any
unregistered Warrants.



The Company and the Warrant Agent may deem and treat the registered holder(s) of the Warrant
Certificates as the absolute owner(s) thereof (notwithstanding any notation of ownership or other
writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent
shall be affected by any notice to the contrary.



SECTION 5. Registration of Transfers and Exchanges. The Warrant Agent shall from time to time,
subject to the limitations and on the terms and conditions set forth in the Warrant Certificates,
register the transfer of any outstanding Warrant Certificates upon the records to be maintained by
it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the
Company) by a written instrument or instruments of transfer in form satisfactory to the Company,
duly executed by the registered holder or holders thereof or by the duly appointed legal
representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a
new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant
Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall
thereafter be disposed of by the Warrant Agent in its customary manner.



Subject to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the
option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate
trust office, which is currently located at the address listed in Section 12 hereof, for another
Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a
like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a
written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so
required by the Warrant Agent) by a written instrument or instruments of transfer in form
satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged.
Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such
cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary
manner.



The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this
Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5.



SECTION 6. Terms and Exercise of Warrants. A Warrant may be exercised, subject to the terms
and conditions therein, upon surrender to the Company at the principal corporate trust office of
the Warrant Agent, which is currently located at the address listed in Section 12 hereof.



The Warrant Agent may assume that any Warrant presented for exercise is permitted to be so
exercised under applicable law and shall have no liability for acting in reliance on such
assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by
the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant
Agent in its customary manner. The Warrant Agent shall account promptly to the Company with
respect to Warrants exercised and concurrently pay to the Company all monies received by the
Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants to the
extent such Warrant is not exercised as a Cashless Exercise by the holder of the Warrant pursuant
to Section 2(e) of the Warrant.



The Warrant Agent shall keep copies of this Agreement and any notices given or received
hereunder available for inspection by the holders with reasonable prior written notice during
normal business hours at its corporate trust office, which is currently located at the address
listed in Section 12 hereof.



SECTION 7. Reservation of Warrant Shares. The Warrant Agent shall have no duty to verify
availability of any shares of Common Stock set aside pursuant to Section 4(b) of the Warrant
Certificates. The Company will keep a copy of this Agreement on file with the Transfer Agent (used
hereinafter as such term is defined in the Warrant Certificates) and with every subsequent transfer
agent for any shares of the Company’s Common Stock issuable upon the exercise of the rights of
purchase represented by the Warrants. The Warrant Agent is hereby irrevocably authorized to
requisition from time to time from such Transfer Agent the stock certificates required to honor
outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement. The
Company will supply such Transfer Agent with duly executed certificates for such purposes and will
provide or otherwise make available any cash which may be payable as provided in Section 2 of the
Warrant Certificates. The Company will furnish such Transfer Agent a copy of all notices filed
with the Warrant Agent pursuant to Section 8 hereof.



SECTION 8. Notices to Warrant Agent. The Company shall cause to be filed with the Warrant
Agent a copy of every notice or other communication sent to the registered holders of the Warrant
Certificates pursuant to the Warrant Certificates promptly upon delivery of any such notice or
communication to the registered holders of the Warrant Certificates.



SECTION 9. Merger, Consolidation or Change of Name of Warrant Agent. Any corporation into
which the Warrant Agent may be merged or with which it may be consolidated, or any corporation
resulting from any merger or consolidation to which the Warrant Agent shall be a party, or any
corporation succeeding to all or substantially all the corporate trust or agency business of the
Warrant Agent, shall be the successor to the Warrant Agent hereunder without the execution or
filing of any paper or any further act on the part of any of the parties hereto, provided that such
corporation would be eligible for appointment as a successor warrant agent under the provisions of
Section 11 of this Agreement.



SECTION 10. Warrant Agent. The Warrant Agent undertakes the duties and obligations imposed by
this Agreement (and no implied duties or obligations shall be read into this Agreement against the
Warrant Agent) upon the following terms and conditions, all of which the Company and the holders of
Warrants, by their acceptance thereof, shall be bound:



(a) the Warrant Agent may conclusively rely and shall be protected in acting upon any
resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order,
bond, note, coupon or other paper or document believed by it in good faith to be genuine and to
have been signed or presented by the proper party or parties;



(b) any request, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by a certificate from the Company (unless other evidence in respect thereof
be herein specifically prescribed);



(c) the Warrant Agent may consult with counsel of its selection, and any advice of such
counsel or opinion of counsel as to matters of law shall be full and complete authorization and
protection in respect of any action taken or omitted by it hereunder in good faith and in
accordance with such advice or opinion of counsel if such counsel was selected with due care;



(d) the Warrant Agent shall be under no obligation to exercise any of the rights or powers
vested in it by this Warrant Agreement at the request, order or direction of any of the holders of
Warrant Certificates pursuant to the provisions of this Warrant Agent Agreement, unless such
holders of Warrant Certificates shall have offered to the Warrant Agent security or indemnity
reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred
therein or thereby;



(e) the Warrant Agent shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture or other paper or document, but the Warrant Agent, in
its reasonable discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Warrant Agent shall determine to make such further inquiry
or investigation, it shall be entitled to examine the books, records and premises of the Company,
personally or by agent or attorney; provided, however, that if the payment within a
reasonable time to the Warrant Agent of the costs, expenses or liabilities likely to be incurred by
it in the making of such investigation is, in the opinion of the Warrant Agent, not reasonably
assured to the Warrant Agent by the security afforded to it by the terms of this Warrant Agent
Agreement, the Warrant Agent may require indemnity reasonably satisfactory to the Warrant Agent
from the holders of Warrant Certificates against such expenses or liability as a condition to so
proceeding; the reasonable expenses of every such examination shall be paid by the Company or, if
paid by the Warrant Agent or any predecessor Warrant Agent, shall be repaid by the Company upon
demand;



(f) the Warrant Agent may execute any of the powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys and the Warrant Agent shall not be responsible
for any misconduct or negligence on the part of any agent or attorney appointed by it with due care
hereunder;



(g) the Warrant Agent shall not be liable for any action taken, suffered, or omitted to be
taken by it in good faith and reasonably believed by it to be authorized or within the discretion
or rights or powers conferred upon it by this Warrant Agent Agreement;



(h) the rights, privileges, protections, immunities and benefits given to the Warrant Agent,
including, without limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the Warrant Agent in each of its capacities hereunder, and to each agent, custodian
and other person employed to act hereunder;



(i) the Warrant Agent may request that the Company deliver a certificate of the Company
setting forth the names of individuals and/or titles of officers authorized at such time to take
specified actions pursuant to this Warrant Agent Agreement, which such certificate may be signed by
any person authorized to sign an such certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded; and



(j) the Warrant Agent shall not at any time be under any duty or responsibility to any holder
of any Warrant Certificate to make or cause to be made any adjustment of the Exercise Price or
number of the Warrant Shares or other securities or property deliverable as provided in this
Agreement, or to determine whether any facts exist which may require any of such adjustments, or
with respect to the nature or extent of any such adjustments, when made, or with respect to the
method employed in making the same. The Warrant Agent shall not be accountable with respect to the
validity or value or the kind or amount of any Warrant Shares or of any securities or property
which may at any time be issued or delivered upon the exercise of any Warrant or with respect to
whether any such Warrant Shares or other securities will when issued be validly issued and fully
paid and nonassessable, and makes no representation with respect thereto.



SECTION 11. Change of Warrant Agent. The Warrant Agent may at any time resign as Warrant Agent
upon written notice to the Company. If the Warrant Agent shall resign or become incapable of
acting as Warrant Agent, the Company shall appoint a successor to such Warrant Agent. If the
Company shall fail to make such appointment within a period of thirty (30) days after it has been
notified in writing of such resignation or of such incapacity by the Warrant Agent or by the
registered holder of a Warrant Certificate, then the registered holder of any Warrant Certificate
or the Warrant Agent may apply, at the expense of the Company, to any court of competent
jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a
successor to such Warrant Agent, either by the Company or by such a court, the duties of the
Warrant Agent shall be carried out by the Company. The holders of a majority of the unexercised
Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such
Warrant Agent. If a Successor Warrant Agent shall not have been appointed within thirty (30) days
of such removal, the Company may appoint a successor to such Warrant Agent. If the Company shall
fail to make such appointment within a period of thirty (30) days after the expiration of the
thirty (30) day period during which the holders of a majority of the unexercised Warrants could
appoint a successor Warrant Agent, then the registered holder of any Warrant Certificate or the
Warrant Agent may apply, at the expense of the Company, to any court of competent jurisdiction for
the appointment of a successor to the Warrant Agent. Such successor to the Warrant Agent need not
be approved by the Company or the former Warrant Agent. After appointment the successor to the
Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it
had been originally named as Warrant Agent without further act or deed; but the former Warrant
Agent, upon payment of all fees and expenses due it and its agents and counsel, shall deliver and
transfer to the successor to the Warrant Agent any property at the time held by it hereunder and
execute and deliver any further assurance, conveyance, act or deed necessary for the purpose.
Failure to give any notice provided for in this Section 11, however, or any defect therein, shall
not affect the legality or validity of the appointment of a successor to the Warrant Agent.



SECTION 12. Notices to Company and Warrant Agent. Any notice or demand authorized by this
Agreement to be given or made by the Warrant Agent or by the registered holder of any Warrant
Certificate to or on the Company shall be sufficiently given or made when and if deposited in the
mail, first class or registered, postage prepaid, addressed (until another address is filed in
writing by the Company with the Warrant Agent), as follows:



	 	 	 
	Sipex Corporation

233 South Hillview Drive

	 	



	 
	 	 
	Milpitas, California 95035

	 
	 	 
	Attention:

	 	Ray Wallin

Chief Financial Officer and Senior Vice President, Finance






In case the Company shall fail to maintain such office or agency or shall fail to give such
notice of the location or of any change in the location thereof, presentations may be made and
notices and demands may be served at the principal corporate trust office of the Warrant Agent.



Any notice pursuant to this Agreement to be given by the Company or by the registered
holder(s) of any Warrant Certificate to the Warrant Agent shall be sufficiently given when and if
deposited in the mail, first-class or registered, postage prepaid, addressed (until another address
is filed in writing by the Warrant Agent with the Company) to the Warrant Agent as follows:



Well Fargo Bank, National Association



707 Wilshire Blvd., 17th Floor



Los Angeles, CA 90017



Attention: Corporate Trust Services



Fax:  (213) 614-3355



SECTION 13. Supplements and Amendments. The Company and the Warrant Agent may from time to
time supplement or amend this Agreement without the approval of any holders of Warrant Certificates
in order to cure any ambiguity or to correct or supplement any provision contained herein which may
be defective or inconsistent with any other provision herein, or to make any other provisions in
regard to matters or questions arising hereunder which the Company and the Warrant Agent may deem
necessary or desirable and which shall not in any way adversely affect the interests of the holders
of Warrant Certificates. Upon the delivery of a certificate from an appropriate officer of the
Company which states that the proposed supplement or amendment is in compliance with the terms of
this Section 13, the Warrant Agent shall execute such supplement or amendment. Notwithstanding
anything in this Agreement to the contrary, the prior written consent of the Warrant Agent must be
obtained in connection with any supplement or amendment which alters the rights or duties of the
Warrant Agent. The Company and the Warrant Agent may amend any provision herein with the consent
of the holders of a majority of the unexercised Warrants.



SECTION 14. Successors. All the covenants and provisions of this Agreement by or for the
benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective
successors and assigns hereunder.



SECTION 15. Termination. This Agreement will terminate on any earlier date if all Warrants
have been exercised or expired without exercise. The provisions of Section 10 hereof shall survive
such termination.



SECTION 16. Governing Law and Jurisdiction. This Agreement and each Warrant Certificate issued
hereunder shall be deemed to be a contract made under the laws of the State of New York and for all
purposes shall be construed in accordance with the internal laws of the State of New York without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of
New York or any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of New York. Each party hereby irrevocably submits to the
non-exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough
of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not
to assert in any suit, action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient
forum or that the venue of such suit, action or proceeding is improper. Each party hereby
irrevocably waives personal service of process and consents to process being served in any such
suit, action or proceeding by mailing a copy thereof to such party at the address for such notices
to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any
way any right to serve process in any manner permitted by law. If any provision of this Agreement
shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall
not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction
or the validity or enforceability of any provision of this Agreement in any other jurisdiction.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL
FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.



SECTION 17. Benefits of This Agreement. Nothing in this Agreement shall be construed to give
to any person or corporation other than the Company, the Warrant Agent and the registered holders
of the Warrant Certificates any legal or equitable right, remedy or claim under this Agreement, and
this Agreement shall be for the sole and exclusive benefit of the Company, the Warrant Agent and
the registered holders of the Warrant Certificates.



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



SECTION 19. Conflicting Terms. In the event of any inconsistency or conflict between the
Warrants and this Agreement, the terms, conditions and provisions of the Warrants shall govern and
control.



3



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




SIPEX CORPORATION



	 	 	 
	By: /s/ Clyde R. Wallin

	 	

	 

	Name:

Title:

	 	Clyde R. Wallin

Chief Financial Officer and Secretary







	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,






as Warrant Agent



	 	 	 
	By: /s/ Maddy Hall

	 	

	 

	Name:

Title:

	 	Maddy Hall

Assistant Vice President
	 
	 	 






4




EXHIBIT A TO WARRANT AGENT AGREEMENT




FORM OF WARRANT




[THE FOLLOWING PARAGRAPH SHALL APPEAR ON THE FACE OF EACH RESTRICTED WARRANT:]



THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS OR
PURSUANT TO AN APPLICABLE EXEMPTION FROM THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS.
THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED
BY THE SECURITIES.



[THE COMPANY MAY PLACE THE FOLLOWING PARAGRAPH ON THE FACE OF EACH WARRANT HELD BY OR TRANSFERRED
TO AN “AFFILIATE” (AS DEFINED IN RULE 501(B) OF REGULATION D UNDER THE SECURITIES ACT) OF THE
COMPANY:]



THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE HELD BY A PERSON WHO MAY BE DEEMED TO BE AN
AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND MAY BE SOLD ONLY IN COMPLIANCE WITH RULE 144 OR PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT.



SIPEX CORPORATION




WARRANT TO PURCHASE COMMON STOCK




Warrant No.: [     ] Number of Shares: [     ]


CUSIP No.: [     ] (subject to adjustment)



Date of Issuance: May      , 2006



Sipex Corporation, a Delaware corporation (the “Company”), hereby certifies that, for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
     , the registered holder hereof or its permitted assigns is entitled, subject to the
terms and conditions set forth below, to purchase from the Company upon surrender of this Warrant
(as defined below), at any time or times on or after the date hereof, but not after 5:00 p.m.,
Eastern Standard Time, on the Expiration Date (as defined below),      fully paid
nonassessable shares of Common Stock (as defined below) of the Company at the Exercise Price per
share provided in Section 1(c) of this Warrant, subject to adjustment as provided below.
Capitalized terms used herein but not defined shall have the same meanings assigned to them in the
Securities Purchase Agreement dated as of May 16, 2006, by and between the Company and the parties
listed on the Schedule of Buyers attached thereto as Exhibit A (as such agreement may be amended,
supplemented and modified from time to time as provided in such agreement, the “Securities Purchase
Agreement”).



This Warrant (as defined below) is one of a series of Warrants issued in connection with the
transactions described in (i) the Securities Purchase Agreement and (ii) certain other related
documents and agreements including, without limitation, the Transaction Documents (as defined in
the Securities Purchase Agreement). The Warrant Shares (as defined below) issued upon exercise of
this Warrant and the holder hereof and thereof shall be entitled to all of the rights and
privileges set forth in the Transaction Documents. The Warrants are issued under and pursuant to a
Warrant Agent Agreement dated as of May 16, 2006 (herein called the “Warrant Agent Agreement”),
between the Company and Wells Fargo Bank, National Association (herein called the “Warrant Agent”).



Section 1. Definitions. The following terms as used in this Warrant shall have the following
meanings:



(a) “Bloomberg” means Bloomberg Financial Markets.



(b) “Business Day” means any day other than Saturday, Sunday or other day on which commercial
banks in the City of New York are required by law or executive order to remain closed.



(c) “Common Stock” means (i) the common stock, $0.01 par value per share, of the Company, and
(ii) any capital stock into which such Common Stock shall have been changed or any capital stock
resulting from a reclassification of such Common Stock.



(e) “Exercise Price” shall be equal to $3.216, subject to further adjustment as hereinafter
provided.



(f) “Expiration Date” means May 16, 2011, or, if such date does not fall on a Trading Day,
then the next Trading Day.



(g) “Person” means an individual, a limited liability company, a partnership, a joint venture,
a corporation, a joint stock company, a trust, an unincorporated organization or association and a
government or any department or agency thereof.



(h) “Principal Market” shall have the meaning ascribed thereto in the Securities Purchase
Agreement.



(i) “Registration Rights Agreement” means that certain Registration Rights Agreement, dated as
of May 16, 2006, among the Company and the initial purchasers of the Notes and the Warrants as such
agreement may be amended, supplemented and modified from time to time in a writing signed by all of
the signatories thereto.



(j) “Securities Act” means the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.



(k) “Successor Entity” means the Person formed by, resulting from or surviving any Fundamental
Transaction or the Person with which such Fundamental Transaction shall have been entered into.



(l) “Trading Day” shall mean (x) a day on which the Principal Market is open for business or
(y) if the applicable security is not so listed on a Principal Market or admitted for trading or
quotation, a Business Day.



(m) “Warrant” means this Warrant and the other warrants to purchase shares of Common Stock
issued pursuant to the Securities Purchase Agreement and all warrants issued in exchange, transfer
or replacement thereof.



(n) “Warrant Shares” means all shares of Common Stock issuable upon exercise of the Warrants.



Section 2. Exercise of Warrant.



(a) Subject to the terms and conditions hereof, including the early termination of this
Warrant pursuant to Section 3(b) of this Warrant, this Warrant may be exercised by the holder
hereof then registered on the books of the Company, in whole or in part, at any time on any
Business Day on or after the opening of business on the date hereof and prior to 5:00 p.m., Eastern
Time, on the Expiration Date by (i) delivery of a written notice, in the form of the subscription
notice attached as Exhibit A hereto or a reasonable facsimile thereof (the “Exercise Notice”), to
the Company at the principal corporate trust office of the Warrant Agent and to the Company’s
designated transfer agent (the “Transfer Agent”), of such holder’s election to exercise all or a
portion of this Warrant, which notice shall specify the number of Warrant Shares to be purchased,
(ii) (A) payment to the Warrant Agent of an amount equal to the Exercise Price multiplied by the
number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise
Price”) in cash or delivery of a certified check or bank draft payable to the order of the Warrant
Agent or wire transfer of immediately available funds or (B) notification to the Company at the
principal corporate trust office of the Warrant Agent and to the Transfer Agent that this Warrant
is being exercised pursuant to a Cashless Exercise (as defined in Section 2(e) of this Warrant),
and (iii) the surrender of this Warrant to a common carrier for overnight delivery to the Warrant
Agent as soon as practicable following such date (or an indemnification undertaking or other form
of security reasonably satisfactory to the Company with respect to this Warrant in the case of its
loss, theft or destruction, or an affidavit of lost Warrant, in accordance with Section 11);
provided, however, that if such Warrant Shares are to be issued in any name other than that of the
registered holder of this Warrant, such issuance shall be deemed a transfer and the provisions of
Section 8 of this Warrant shall be applicable. In the event of any exercise of the rights
represented by this Warrant in compliance with this Section 2(a), the Company shall, as soon as
practicable, but in no event later than the third Business Day (the “Warrant Share Delivery Date”)
following the date of receipt by the Warrant Agent of the Exercise Notice, the Aggregate Exercise
Price (or notice of Cashless Exercise) and this Warrant (or an indemnification undertaking or other
form of security reasonably satisfactory to the Company with respect to this Warrant in the case of
its loss, theft or destruction, or an affidavit of lost Warrant, in accordance with Section 11)
(the “Exercise Delivery Documents”), (A) in the case of a public resale of such Warrant Shares, at
the holder’s request, to credit such aggregate number of shares of Common Stock to which the holder
shall be entitled to the holder’s or its designee’s balance account with The Depository Trust
Company (“DTC”) through its Deposit Withdrawal At Custodian system to the extent then eligible to
be deposited with DTC under the rules of such depositary or (B) to issue and deliver to the address
as specified in the Exercise Notice, a certificate or certificates in such denominations as may be
requested by the holder in the Exercise Notice, registered in the name of the holder or its
designee, for the number of shares of Common Stock to which the holder shall be entitled upon such
exercise. Upon delivery of the Exercise Delivery Documents, the holder of this Warrant shall be
deemed for all corporate purposes to have become the holder of record of the Warrant Shares with
respect to which this Warrant has been exercised, irrespective of the date of delivery of this
Warrant as required by clause (iii) above or the certificates evidencing such Warrant Shares. In
the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation
of the number of Warrant Shares, the Company shall promptly issue to the holder the number of
shares of Common Stock that is not disputed and shall submit the disputed determination or
arithmetic calculation to the holder via facsimile within two (2) Business Days after receipt of
the holder’s Exercise Notice. If the holder and the Company are unable to agree upon the
determination of the Exercise Price or arithmetic calculation of the number of Warrant Shares
within two (2) Business Days of such disputed determination or arithmetic calculation being
submitted to the holder, then the Company shall immediately submit via facsimile (i) the disputed
determination of the Exercise Price or the Average Price (as defined in Section 9(f) of this
Warrant) to an independent, reputable investment banking firm selected jointly by the Company and
the holder or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its
independent, outside auditor. The Company shall cause the investment banking firm to perform the
determination or calculation and notify the Company and the holder of the results no later than ten
(10) Business Days from the time it receives the disputed determination or calculation. Such
investment banking firm’s calculation shall be deemed conclusive absent demonstrable error. All
fees and expenses of such determinations shall be borne solely by the Company.



(b) Unless the rights represented by this Warrant shall have expired or shall have been fully
exercised, the Company shall, as soon as practicable but in no event later than five (5) Business
Days after any exercise (the “Warrant Delivery Date”) and at its own expense, issue a new
Warrant identical in all respects to this Warrant exercised except it shall represent rights to
purchase the number of Warrant Shares purchasable immediately prior to such exercise under this
Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.



(c) Notwithstanding anything contained in this Warrant to the contrary, the Company shall not
be required to issue fractions of shares of Common Stock upon exercise of this Warrant or to
distribute certificates which evidence such fractional shares. If more than one Warrant shall be
presented for exercise in full at the same time by the same holder, the number of full shares of
Common Stock which shall be issuable upon the exercise thereof shall be computed on the basis of
the aggregate number of shares of Common Stock purchasable on exercise of all Warrants so
presented. In lieu of any fractional shares, there shall be paid to the holder an amount of cash
equal to the same fraction of the current market value of a share of Common Stock. For purposes of
this Section 2(c) of this Warrant, the current market value of a share of Common Stock shall be the
Average Price of a share of Common Stock for the Trading Day immediately prior to the date of such
exercise or if not listed on a Principal Market, then as determined in good faith by a majority of
the Company’s Board of Directors, whose determination shall be final, binding and conclusive.



(d) If the Company shall fail for any reason or for no reason (except in the case of a dispute
as to the Exercise Price or the Average Price which is being resolved in accordance with Section
2(a) of this Warrant) to issue to the holder within three (3) Business Days of receipt of the
Exercise Delivery Documents, a certificate for the number of shares of Common Stock to which the
holder is entitled or to credit the holder’s or its designee’s balance account with DTC, in
accordance with Section 2 of this Warrant, for such number of shares of Common Stock to which the
holder is entitled upon the holder’s exercise of this Warrant or a new Warrant for the number of
shares of Common Stock to which such holder is entitled pursuant to Section 2(b) of this Warrant,
the Company shall, in addition to any other remedies under this Warrant or the Securities Purchase
Agreement or otherwise available to such holder, including any indemnification under Section 8 of
the Securities Purchase Agreement, pay as additional damages in cash to such holder on each day
after the Warrant Share Delivery Date if such exercise is not timely effected and/or each day after
the Warrant Delivery Date if such Warrant is not delivered, as the case may be, an amount equal to
two percent (2.0%) per month multiplied by the product of (I) the sum of the number of shares of
Common Stock not issued to the holder on or prior to the Warrant Share Delivery Date and to which
such holder is entitled and, in the event the Company has failed to deliver a Warrant to the holder
on or prior to the Warrant Delivery Date and to which such holder is entitled, the number of shares
of Common Stock issuable upon exercise of the Warrant as of the Warrant Delivery Date and (II) the
Closing Price of the Common Stock on the Warrant Share Delivery Date, in the case of failure to
deliver Common Stock, or on the Warrant Delivery Date, in the case of failure to deliver a Warrant,
provided that if the Common Stock is not listed on a Principal Market, then the Closing Price shall
be as determined in good faith by a majority of the Company’s Board of Directors.



(e) Notwithstanding anything contained herein to the contrary, the holder of this Warrant may,
at its election exercised in its sole discretion, exercise this Warrant as to all or a portion of
the Warrant Shares and, in lieu of making the cash payment otherwise contemplated to be made to the
Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive
upon such exercise the “Net Number” of shares of Common Stock determined according to the following
formula (a “Cashless Exercise”):



Net Number = (A x B) — (A x C)

B


For purposes of the foregoing formula:




	 	 	 	A= the total number of shares with respect to which this Warrant is
then being exercised.






	 	 	 	B= the Current Market Price of the Common Stock on the Trading Day
immediately preceding the date of the Exercise Notice.






	 	 	 	C= the Exercise Price then in effect for the applicable Warrant
Shares at the time of such exercise.





(f) [INCLUDE THE FOLLOWING PARAGRAPH ONLY IF HOLDER HAS ELECTED TO BE GOVERNED BY SECTION
2(k)(A) OF THE SECURITIES PURCHASE AGREEMENT:]



The Company shall not effect the exercise of this Warrant, and the Holder shall not have the
right to exercise this Warrant, to the extent that after giving effect to such exercise (x) the
number of shares of Common Stock beneficially owned by such holder (together with such holder’s
affiliates) (other than the shares which would otherwise be deemed beneficially owned except for
being subject to a limitation on exercise analogous to the limitation contained in this Section
2(f)) plus (y) the number of shares of Common Stock issuable upon the exercise of such Warrants
would be equal to or exceed 9.99% of the number of shares of Common Stock then issued and
outstanding (after giving effect to such exercise), it being the intent of the Company and the
holder that the holder not be deemed at any time to have the power to vote or dispose of greater
than 9.99% of the number of shares of Common Stock issued and outstanding. As used herein,
beneficial ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. To the
extent that the limitation contained in this Section 2(f) applies (and without limiting any rights
the Company may otherwise have), the Company may rely on the holder’s determination of whether the
Warrants are exercisable pursuant to the terms hereof, the Company having no obligation whatsoever
to verify or confirm the accuracy of such determination, and the submission of the Exercise Notice
by the holder shall be deemed to be the holder’s representation that the Warrants specified therein
are exercisable pursuant to the terms hereof. Nothing contained herein shall be deemed to restrict
the right of a holder to exercise the Warrants at such time as the exercise thereof will not
violate the provisions of this Section 2(f). By written notice to the Company, the holder may
increase or decrease the maximum percentage stated in this Section 2(f) to any other percentage
specified in such notice; provided, that any such increase will not be effective until the sixty
first (61st) day after such notice is delivered to the Company and provided further that in no
event shall the percentage stated in this Section 2(f) exceed 9.99%. Nothing contained herein
shall be deemed to restrict the right of a holder to exercise the Warrants at such time as the
exercise thereof will not violate the provisions of this Section 2(f).]



[INCLUDE THE FOLLOWING PARAGRAPH ONLY IF HOLDER HAS ELECTED TO BE GOVERNED BY SECTION 2(k)(B) OF
THE SECURITIES PURCHASE AGREEMENT:]



The Company shall not effect the exercise of this Warrant, and the Holder shall not have the
right to exercise this Warrant, to the extent that after giving effect to such exercise (x) the
number of shares of Common Stock beneficially owned by such holder (together with such holder’s
affiliates) (other than the shares which would otherwise be deemed beneficially owned except for
being subject to a limitation on exercise analogous to the limitation contained in this Section
2(f)) plus (y) the number of shares of Common Stock issuable upon the exercise of such Warrants
would be equal to or exceed 4.99% of the number of shares of Common Stock then issued and
outstanding (after giving effect to such exercise), it being the intent of the Company and the
holder that the holder not be deemed at any time to have the power to vote or dispose of greater
than 4.99% of the number of shares of Common Stock issued and outstanding. As used herein,
beneficial ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. To the
extent that the limitation contained in this Section 2(f) applies (and without limiting any rights
the Company may otherwise have), the Company may rely on the holder’s determination of whether the
Warrants are exercisable pursuant to the terms hereof, the Company having no obligation whatsoever
to verify or confirm the accuracy of such determination, and the submission of the Exercise Notice
by the holder shall be deemed to be the holder’s representation that the Warrants specified therein
are exercisable pursuant to the terms hereof. Nothing contained herein shall be deemed to restrict
the right of a holder to exercise the Warrants at such time as the exercise thereof will not
violate the provisions of this Section 2(f). By written notice to the Company, the holder may
increase or decrease the maximum percentage stated in this Section 2(f) to any other percentage
specified in such notice; provided, that any such increase will not be effective until the sixty
first (61st) day after such notice is delivered to the Company and provided further that in no
event shall the percentage stated in this Section 2(f) exceed 4.99%. Nothing contained herein
shall be deemed to restrict the right of a holder to exercise the Warrants at such time as the
exercise thereof will not violate the provisions of this Section 2(f).]



Section 3. Date; Duration; Early Termination of Warrants.



(a) The date of this Warrant is May 16, 2006 (the “Warrant Date”). This Warrant, in all
events, shall be wholly void and of no effect at 5:00 pm, Eastern Standard Time, on the Expiration
Date or the Termination Date (as defined below), if applicable, as the case may be, except that
notwithstanding any other provisions hereof, the provisions of Section 8(c) of this Warrant shall
continue in full force and effect after such date as to any Warrant Shares or other securities
issued upon the exercise of this Warrant. The Company shall give written notice of the Expiration
Date not less than 90 days nor more than 120 days prior to the Expiration Date to each of the
registered holders of the Warrants at its address appearing on the Warrant Register. If on the
Expiration Date the Average Price is greater than the Exercise Price then in effect, any
unexercised Warrant shall be deemed exercised by the holder of such Warrant pursuant to a Cashless
Exercise in accordance with Section 2(e).



(b) At any time after May 16, 2009 the Company may, at its option, terminate the Warrants if
the following conditions are met: (1) the Closing Price per share of the Common Stock has exceeded
two hundred (200%) of the Conversion Price then in effect for at least twenty (20) Trading Days
within a period of thirty (30) consecutive Trading Days (the “Determination Period”), (2) the
average daily volume shall be not less than $375,000 during such period and (3) either (x) a shelf
registration statement covering resales of the Common Stock issuable upon exercise of the Warrants
is effective and the Company reasonably expects such registration statement to remain available for
use at all times during the period beginning thirty (30) days prior to the Notice Date (as defined
below) and ending on the Termination Date, and the Company reasonably expects such registration
statement to remain effective and available for use until at least the earlier of thirty (30) days
following the Termination Date or the last date on which the shelf registration statement is
required to be kept effective under the terms of the Registration Rights Agreement or (y) the
Warrant Shares may be sold pursuant to Rule 144(k) under the Securities Act. By following the
procedures set forth below, the Company may exercise this right of termination only if, within five
(5) days following the Determination Period, the Company shall mail or cause to be mailed a notice
of such termination (the “Termination Notice,” and the date such Termination Notice is mailed, the
“Notice Date”) to the holder of the Warrant at the address set forth for such holder in Section 12
of this Warrant. Such notice shall be irrevocable. The Company shall mail the Termination Notice
by first class mail and contemporaneously issue a press release through PRNewswire or Bloomberg
containing substantially the same information as the Termination Notice described below. Each
Termination Notice shall specify the CUSIP number of the Warrant, the Termination Date, that the
Warrants may not be exercised after 5:00 p.m., Eastern Standard Time, on the Termination Date and
the current Exercise Price.



If all of the conditions described in the preceding paragraph have been met, and if no Event
of Default (as that term is defined in the Indenture) shall have occurred and be continuing under
the Indenture, dated as of May 16, 2006, between the Company and Wells Fargo Bank, National
Association, as trustee, any Warrant not exercised before the close of business on the ninetieth
(90th) day after the mailing date of the Termination Notice (such ninetieth (90th) day, the
“Termination Date”) shall automatically be deemed exercised in a Cashless Exercise in accordance
with Section 2(e), and the Company will deliver the number of Warrant Shares to the holder upon
receipt of a completed Exercise Notice along with the original copy of the Warrant for cancellation
(or an indemnification undertaking or other form of security reasonably satisfactory to the Company
with respect to this Warrant in the case of its loss, theft or destruction, or an affidavit of lost
Warrant, in accordance with Section 11).



Section 4. Covenants as to Common Stock. The Company hereby covenants and agrees as follows:



(a) Issuance of Warrants and Warrant Shares. This Warrant is, and any Warrants issued
in substitution for or replacement of this Warrant will, upon issuance, be, validly issued, fully
paid and non-assessable and free from all taxes, liens and charges with respect to the issuance
thereof, and shall not be subject to preemptive rights or other similar rights of shareholders of
the Company. All Warrant Shares which may be issued upon the exercise of the rights represented by
this Warrant will, upon issuance and payment hereof or Cashless Exercise in accordance with the
terms hereof, be validly issued, fully paid and nonassessable and free from all taxes, liens and
charges created by or through the Company with respect to the issue thereof, with the holders being
entitled to all rights accorded to a holder of Common Stock.



(b) Reservation of Shares. During the period within which the rights represented by
this Warrant may be exercised, the Company will take all actions reasonably necessary to at all
times have authorized, and reserved for the purpose of issuance, no less than one hundred ten
percent (110%) of the number of shares of Common Stock needed to provide for the issuance of the
Warrant Shares upon exercise of all of the Warrants without regard to any limitations on
conversions or exercise.



(c) Listing. Upon the filing of a registration statement pursuant to the terms of the
Registration Rights Agreement, the Company shall use its reasonable best efforts to promptly secure
the listing of the shares of Common Stock issuable upon exercise of this Warrant upon each national
securities exchange and automated quotation system, if any, upon which shares of Common Stock are
then listed (subject to official notice of issuance upon exercise of this Warrant) no later than
December 31, 2006, and shall use its reasonable best efforts to maintain, so long as any other
shares of Common Stock shall be so listed, such listing of all shares of Common Stock issuable from
time to time upon the exercise of this Warrant; and the Company shall use its reasonable best
efforts to list on each national securities exchange or automated quotation system, as the case may
be, and shall maintain such listing of, any other shares of capital stock of the Company issuable
upon the exercise of this Warrant if and so long as any shares of the same class shall be listed on
such national securities exchange or automated quotation system. The Company shall pay all fees
and expenses in connection with satisfying its obligations under this Section 4(c).



(d) Certain Actions. The Company (i) will not increase the par value of any shares of
Common Stock issuable upon the exercise of this Warrant above the Exercise Price then in effect,
(ii) will take all such actions as may be reasonably necessary or appropriate in order that the
Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the
exercise of this Warrant and (iii) will not take any action which results in any adjustment of the
Exercise Price if the total number of shares of Common Stock issuable after the action upon the
exercise of all of the Warrants would exceed the total number of shares of Common Stock then
authorized by the Company’s Articles of Incorporation and available for the purpose of issue upon
such exercise.



(e) Obligations Binding on Successors. This Warrant will be binding upon any entity
succeeding to the Company in one or a series of transactions by merger, consolidation or
acquisition of all or substantially all of the Company’s assets or other similar transactions.



Section 5. Taxes.



(a) The Company shall pay any and all documentary, stamp, transfer and other similar taxes
which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of
this Warrant.



(b) Notwithstanding any other provision of this Warrant or any other Transaction Document, for
income tax purposes, any assignee or transferee shall agree that the Company and the Company’s
Transfer Agent shall be permitted to withhold from any amounts payable to such assignee or
transferee any taxes required by law to be withheld from such amounts. Unless exempt from the
obligation to do so, each assignee or transferee shall execute and deliver to the Company or the
Transfer Agent, as applicable, a properly completed Form W-8 or W-9, indicating that such assignee
or transferee is not subject to back-up withholding for United States Federal income tax purposes.
Each assignee or transferee that does not deliver such a form pursuant to the preceding sentence
shall have the burden of proving to the Company’s reasonable satisfaction that it is exempt from
such requirement.



Section 6. Warrant Holder Not Deemed a Shareholder. Except as otherwise specifically provided
herein, prior to the exercise of the Warrants represented hereby, the holder of this Warrant shall
not be entitled, as such, to any rights of a shareholder of the Company, including, without
limitation, the right to vote or to consent to any action of the shareholders of the Company, to
receive dividends or other distributions, to exercise any preemptive right or to receive dividends
or other distributions, to exercise any preemptive right or to receive any notice of meetings of
shareholders of the Company, and shall not be entitled to receive any notice of any proceedings of
the Company. In addition, nothing contained in this Warrant shall be construed as imposing any
liabilities on such holder to purchase any securities (upon exercise of this Warrant or otherwise)
or as a shareholder of the Company, whether such liabilities are asserted by the Company or by
creditors of the Company.



Section 7. Compliance with Securities Laws.



(a) The holder of this Warrant, by the acceptance hereof, represents and warrants that (i) it
is acquiring this Warrant and (ii) upon exercise of this Warrant will acquire the Warrant Shares
then issuable upon exercise thereof for its own account and not with a view towards, or for resale
in connection with, the public sale or distribution thereof, except pursuant to sales registered or
exempted from registration under the Securities Act; provided, however, that by making the
representations herein, the holder does not agree to hold this Warrant or any of the Warrant Shares
for any minimum or other specific term and reserves the right to dispose of this Warrant and the
Warrant Shares at any time in accordance with or pursuant to a registration statement or an
exemption under the Securities Act. The holder of this Warrant further represents, by acceptance
hereof, that, as of this date, such holder is an “accredited investor” as such term is defined in
Rule 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the
Securities Act and a “qualified institutional buyer” as such term is defined in Rule 144A
promulgated by the Securities and Exchange Commission under the Securities Act and was not
organized for the specific purpose of acquiring the Warrants or Warrant Shares.



(b) This Warrant and all the Warrant Shares issued upon exercise hereof shall be stamped or
imprinted with a legend in substantially the following form (in addition to any legend required by
state securities laws or any securities exchange upon which such Warrant Shares may, at the time of
such exercise, be listed) on the face thereof unless at the time of exercise such Warrant Shares
shall be registered under the Securities Act:




THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR APPLICABLE
STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM THE SECURITIES ACT OR APPLICABLE
STATE SECURITIES LAWS. THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN SECURED BY THE SECURITIES.



In addition, any Warrants or Warrant Shares held by or transferred to an “affiliate” (as
defined in Rule 501(b) of Regulation D under the Securities Act) of the Company may be stamped or
imprinted with a legend substantially in the following form:




THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE HELD BY A PERSON WHO MAY BE DEEMED TO BE
AN AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY BE SOLD ONLY IN COMPLIANCE WITH RULE 144 OR
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT.



The legends set forth above shall be removed and the Company shall direct the Warrant Agent (in the
case of Warrants) to issue a new Warrant or Warrant(s) of like tenor and exercisable for the same
number of Warrant Shares, or the Transfer Agent (in the case of Warrant Shares) to issue a
certificate or certificates representing Warrant Shares, as appropriate, without such legends to
the holder of the Warrant(s) or Warrant Shares upon which they are stamped, (i) if such Warrant(s)
or Warrant Shares are registered for resale under the Securities Act, (ii) if, pursuant to a sale
transaction, such holder provides the Company with an opinion of counsel reasonably acceptable to
the Company to the effect that a sale, assignment or transfer of the Warrant(s) or Warrant Shares
may be made without registration under the Securities Act, or (iii) if the holder of the Securities
has not been an “affiliate” (as defined in Rule 501(b) of Regulation D under the Securities Act)
during the preceding three (3) months, upon expiration of the two- (2) year period under
Rule 144(k) promulgated under the Securities Act (or any successor rule). In the event Rule 144(k)
(or any successor rule) is amended to change the two- (2) year or three- (3) month periods, the
reference(s) in the preceding sentence shall be deemed to be a reference to such changed period(s),
provided that such change shall not become effective if it is otherwise prohibited by, or would
otherwise cause a violation of, the then applicable federal securities laws. The Company shall not
require an opinion of counsel for the sale of Warrant(s) or Warrant Shares in accordance with Rule
144 of the Securities Act, provided the seller provides such representations that the Company shall
reasonably request confirming compliance with the requirements of Rule 144.



Section 8. Ownership and Transfer.



(a) The Company shall cause the Warrant Agent to maintain at its principal corporate trust
office (or such office or agency of the Company as the Company may designate by notice to the
holder hereof), a register for this Warrant (the “Warrant Register”), in which the Warrant Agent
shall record the name and address of the Person in whose name this Warrant has been issued, as well
as the name and address of each transferee. The Company may treat the Person in whose name any
Warrant is registered on the Warrant Register as the owner and holder thereof for all purposes,
notwithstanding any notice to the contrary, but in all events recognizing any transfers made in
accordance with the terms of this Warrant.



(b) This Warrant and all rights hereunder shall be assignable and transferable by the holder
hereof without the consent of the Company upon surrender of this Warrant with a properly executed
assignment (in the form of Exhibit B attached hereto) at the principal corporate trust office of
the Warrant Agent (or such office or agency of the Company as the Company may designate in writing
to the holder hereof).



(c) The Company is obligated to register the Warrants and the Warrant Shares for resale under
the Securities Act pursuant to the Registration Rights Agreement. The Warrants and the Warrant
Shares shall constitute Registrable Securities (as such term is defined in the Registration Rights
Agreement). Each holder of this Warrant shall be entitled to all of the benefits afforded to a
holder of any such Registrable Securities under the Registration Rights Agreement and such holder,
by its acceptance of this Warrant, agrees and shall agree to be bound by and to comply with the
terms and conditions of the Registration Rights Agreement applicable to such holder as a holder of
such Registrable Securities.



Section 9. Adjustment of Exercise Price and Number of Shares Issuable. The Exercise Price and the
number of Warrant Shares issuable upon the exercise of each Warrant are subject to adjustment from
time to time upon the occurrence of the events enumerated in this Section 9.



(a) In case the Company shall hereafter pay a dividend in shares of Common Stock, or make a
distribution of shares of Common Stock, to all holders of the outstanding Common Stock, the
Exercise Price in effect at the opening of business on the date following the date fixed for the
determination of shareholders entitled to receive such dividend or other distribution shall be
reduced by multiplying such Exercise Price by a fraction of which (i) the numerator shall be the
number of shares of Common Stock outstanding at the close of business on the Record Date (as
defined in Section 9(f) of this Warrant) fixed for such determination and (ii) the denominator
shall be the sum of such number of shares and the total number of shares constituting such dividend
or other distribution, such reduction in the Exercise Price to become effective immediately after
the opening of business on the day following the Record Date. If any dividend or distribution of
the type described in this Section 9(a) of this Warrant is declared but not so paid or made, the
Exercise Price shall again be adjusted to the Exercise Price which would then be in effect if such
dividend or distribution had not been declared.



(b) In case the outstanding shares of Common Stock shall be subdivided into a greater number
of shares of Common Stock, the Exercise Price in effect at the opening of business on the day
following the day upon which such subdivision becomes effective shall be proportionately reduced,
and conversely, in case outstanding shares of Common Stock shall be combined into a smaller number
of shares of Common Stock, the Exercise Price in effect at the opening of business on the day
following the day upon which such combination becomes effective shall be proportionately increased,
such reduction or increase, as the case may be, to become effective immediately after the opening
of business on the day following the day upon which such subdivision or combination becomes
effective.



(c) In case the Company shall issue rights or warrants to all holders of its outstanding
shares of Common Stock entitling them to subscribe for or purchase shares of Common Stock at a
price per share less than the Current Market Price (as defined in Section 9(f) of this Warrant) on
the Record Date fixed for the determination of shareholders entitled to receive such rights or
warrants, the Exercise Price shall be adjusted so that the same shall equal the price determined by
multiplying the Exercise Price in effect at the opening of business on the date after such Record
Date by a fraction (i) the numerator of which shall be the sum of the number of shares of Common
Stock outstanding at the close of business on the Record Date plus the number of shares that the
aggregate offering price of the total number of shares so offered for subscription or purchase
would purchase at such Current Market Price and (ii) the denominator of which shall be the sum of
the number of shares of Common Stock outstanding at the close of business on the Record Date plus
the total number of additional shares of Common Stock so offered for subscription or purchase.
Such adjustment shall become effective immediately after the opening of business on the Business
Day following the Record Date fixed for determination of shareholders entitled to receive such
rights or warrants. To the extent that shares of Common Stock are not delivered pursuant to such
rights or warrants, upon the expiration or termination of such rights or warrants, the Exercise
Price shall be readjusted to the Exercise Price that would then be in effect had the adjustments
made upon the issuance of such rights or warrants been made on the basis of delivery of only the
number of shares of Common Stock actually delivered. In the event that such rights or warrants are
not so issued, the Exercise Price shall again be adjusted to be the Exercise Price that would then
be in effect if the Record Date for the determination of shareholders entitled to receive such
rights or warrants had not been fixed. In determining whether any rights or warrants entitle the
holders to subscribe for or purchase shares of Common Stock at less than the Current Market Price,
and in determining the aggregate offering price of such shares of Common Stock, there shall be
taken into account any consideration received for such rights or warrants, the value of such
consideration, if other than cash, to be determined in good faith by the Company’s Board of
Directors.



(d) In case the Company shall, by dividend or otherwise, distribute to all holders of its
Common Stock shares of any class of capital stock of the Company (other than any dividends or
distributions to which Section 9(a) of this Warrant applies) or evidences of its indebtedness or
other assets (including securities, but excluding (1) any rights or warrants referred to in
Section 9(c) of this Warrant and (2) dividends and distributions paid exclusively in cash (except
as set forth in Sections 9(e) and 9(f) of this Warrant (the foregoing hereinafter in this
Section 9(d) called the “Securities”)), unless the Company elects to reserve such Securities for
distribution to the holders upon exercise of the Warrants so that any such holder converting
Warrants will receive upon such exercise, in addition to the shares of Common Stock to which such
holder is entitled, the amount and kind of such Securities which such holder would have received if
such holder had exercised its Warrants into Common Stock immediately prior to the Record Date for
such distribution of the Securities, then, in each such case, the Exercise Price shall be reduced
so that the same shall be equal to the price determined by multiplying the Exercise Price in effect
immediately prior to the close of business on the Record Date with respect to such distribution by
a fraction (i) the numerator of which shall be the Current Market Price (as defined in Section 9(f)
of this Warrant) on such date less the fair market value (as determined in good faith by the
Company’s Board of Directors, whose determination shall be conclusive) on such date of the portion
of the Securities so distributed applicable to one share of Common Stock and (ii) the denominator
of which shall be such Current Market Price, such reduction to become effective immediately prior
to the opening of business on the Business Day following the Record Date; provided, however, that
in the event the then fair market value (as determined in good faith by the Company’s Board of
Directors, whose determination shall be conclusive) of the portion of the Securities so distributed
applicable to one share of Common Stock is equal to or greater than the Current Market Price on the
Record Date, in lieu of the foregoing adjustment, adequate provision shall be made so that each
holder shall have the right to receive upon conversion of a Warrant (or any portion thereof) the
amount of Securities, other than capital stock, evidences of indebtedness and other assets, that
such holder would have received had such holder converted such Warrant (or portion thereof)
immediately prior to such Record Date.



In the event that such dividend or distribution is not so paid or made, the Exercise Price
shall again be adjusted to be the Exercise Price which would then be in effect if such dividend or
distribution had not been declared. If the Company’s Board of Directors determines the fair market
value of any distribution for purposes of this Section 9(d) by reference to the actual or when
issued trading market for any securities comprising all or part of such distribution, it must in
doing so consider the prices in such market over the same period (the “Reference Period”) used in
computing the Current Market Price pursuant to Section 9(f) of this Warrant to the extent possible,
unless the Company’s Board of Directors determines in good faith that determining the fair market
value during the Reference Period would not be in the best interest of the holders.



In the event that the Company implements a new shareholder rights plan, such rights plan shall
provide that upon exercise of the Warrants the holders will receive, in addition to the Common
Stock issuable upon such exercise, the rights issued under such rights plan (as if the holder had
exercised the Warrant prior to implementing the rights plan and notwithstanding the occurrence of
an event causing such rights to separate from the Common Stock at or prior to the time of
exercise). Any distribution of rights or warrants pursuant to a shareholder rights plan complying
with the requirements set forth in the immediately preceding sentence of this paragraph shall not
constitute a distribution of rights or warrants for the purposes of this Section 9(d).



Rights or warrants distributed by the Company to all holders of Common Stock entitling the
holders thereof to subscribe for or purchase shares of the Company’s capital stock (either
initially or under certain circumstances), which rights or warrants, until the occurrence of a
specified event or events (“Trigger Event”), (i) are deemed to be transferred with such shares of
Common Stock, (ii) are not exercisable, and (iii) are also issued in respect of future issuances of
Common Stock, shall be deemed not to have been distributed for purposes of this Section 9(d) (and
no adjustment to the Exercise Price under this Section 9(d) will be required) until the occurrence
of the earliest Trigger Event. If such right or warrant is subject to subsequent events, upon the
occurrence of which such right or warrant shall become exercisable to purchase different
securities, evidences of indebtedness or other assets or entitle the holder to purchase a different
number or amount of the foregoing or to purchase any of the foregoing at a different purchase
price, then the occurrence of each such event shall be deemed to be the date of issuance and record
date with respect to a new right or warrant (and a termination or expiration of the existing right
or warrant without exercise by the holder thereof). In addition, in the event of any distribution
(or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type
described in the preceding sentence) with respect thereto, that resulted in an adjustment to the
Exercise Price under this Section 9(d), (1) in the case of any such rights or warrants that shall
all have been redeemed or repurchased without exercise by any holders thereof, the Exercise Price
shall be readjusted upon such final redemption or repurchase to give effect to such distribution or
Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share
redemption or repurchase price received by a holder of Common Stock with respect to such rights or
warrants (assuming such holder had retained such rights or warrants), made to all holders of Common
Stock as of the date of such redemption or repurchase, and (2) in the case of such rights or
warrants all of which shall have expired or been terminated without exercise, the Exercise Price
shall be readjusted as if such rights and warrants had never been issued.



For purposes of this Section 9(d) and Sections 9(a) and (c) of this Warrant, any dividend or
distribution to which this Section 9(d) is applicable that also includes shares of Common Stock, or
rights or warrants to subscribe for or purchase shares of Common Stock to which Section 9(a) or
(c) of this Warrant applies (or both), shall be deemed instead to be (1) a dividend or distribution
of the evidences of indebtedness, assets, shares of capital stock, rights or warrants other than
such shares of Common Stock or rights or warrants to which Section 9(c) of this Warrant applies
(and any Exercise Price reduction required by this Section 9(e) with respect to such dividend or
distribution shall then be made) immediately followed by (2) a dividend or distribution of such
shares of Common Stock or such rights or warrants (and any further Exercise Price reduction
required by Sections 9(a) and (c) of this Warrant with respect to such dividend or distribution
shall then be made), except (A) the Record Date of such dividend or distribution shall be
substituted as “the date fixed for the determination of shareholders entitled to receive such
dividend or other distribution,” “Record Date fixed for such determination” and “Record Date”
within the meaning of Section 9(a) of this Warrant and as “the date fixed for the determination of
shareholders entitled to receive such rights or warrants,” “the Record Date fixed for the
determination of the shareholders entitled to receive such rights or warrants” and “such Record
Date” within the meaning of Section 9(c) of this Warrant and (B) any shares of Common Stock
included in such dividend or distribution shall not be deemed “outstanding at the close of business
on the date fixed for such determination” within the meaning of Section 9(a) of this Warrant.



(e) Subject to the provisions of Section 9(i), in case the Company shall, by dividend or
otherwise, distribute to all holders of its Common Stock cash (excluding any cash that is
distributed upon a merger or consolidation to which Section 10 of this Warrant applies or as part
of a distribution referred to in Section 9(d) of this Warrant), then immediately after the close of
business on the Record Date for the distribution, the Exercise Price shall be reduced so that the
same shall equal the price determined by multiplying the Exercise Price in effect immediately prior
to the close of business on such Record Date by a fraction (i) the numerator of which shall be
equal to the Current Market Price on the Record Date less the portion of the cash so distributed
applicable to one (1) share of Common Stock and (ii) the denominator of which shall be equal to the
Current Market Price on such date; provided, however, that in the event the portion of the cash so
distributed applicable to one share of Common Stock is equal to or greater than the Current Market
Price of the Common Stock on the Record Date, in lieu of the foregoing adjustment, adequate
provision shall be made so that each holder shall have the right to receive upon exercise of a
Warrant (or any portion thereof) the amount of cash such holder would have received had such holder
exercised such Warrant (or portion thereof) immediately prior to such Record Date. In the event
that such dividend or distribution is not so paid or made, the Exercise Price shall again be
adjusted to be the Exercise Price that would then be in effect if such dividend or distribution had
not been declared.



(f) For purposes of this Section 9, the following terms shall have the meanings indicated:



(1) “Average Price” with respect to any security on any day shall mean the daily volume
weighted average price of such security for all sales reported on such day by the principal
national security exchange or quotation system on which such security is quoted or listed or
admitted to trading or, if not quoted or listed or admitted to trading on any national securities
exchange or quotation system, as reported by the National Quotation Bureau Incorporated, Pink
Sheets LLC or a similar generally accepted reporting service, or, in case no sales of such security
take place on such day, the Average Price for such security on such day shall be the Closing Price.



(2) “Closing Price” with respect to any securities on any day shall mean the closing sale
price regular way on such day or, in case no such sale takes place on such day, the average of the
reported closing bid and asked prices, regular way, in each case on the Nasdaq National Market or
New York Stock Exchange, as applicable, or, if such security is not listed or admitted to trading
on such National Market or Exchange, on the principal national security exchange or quotation
system on which such security is quoted or listed or admitted to trading, or, if not quoted or
listed or admitted to trading on any national securities exchange or quotation system, the average
of the closing bid and asked prices of such security on the over-the-counter market on the day in
question as reported by the National Quotation Bureau Incorporated, Pink Sheets LLC or a similar
generally accepted reporting service, or if not so available, in such manner as furnished by any
New York Stock Exchange member firm selected from time to time by the Board of Directors for that
purpose, or a price determined in good faith by the Board of Directors, whose determination shall
be conclusive.



(3) “Current Market Price” shall mean the average of the daily Average Prices per share of
Common Stock for the ten (10) consecutive Trading Days immediately prior to the date in question;
provided, however, that (1) if the “ex” date (as hereinafter defined) for any event (other than the
issuance or distribution requiring such computation) that requires an adjustment to the Exercise
Price pursuant to Section 9(a), (b), (c), (d) or (e) of this Warrant occurs during such ten (10)
consecutive Trading Days, the Average Price for each Trading Day prior to the “ex” date for such
other event shall be adjusted by multiplying such Average Price by the same fraction by which the
Exercise Price is so required to be adjusted as a result of such other event, (2) if the “ex” date
for any event (other than the issuance or distribution requiring such computation) that requires an
adjustment to the Exercise Price pursuant to Section 9(a), (b), (c), (d) or (e) of this Warrant
occurs on or after the “ex” date for the issuance or distribution requiring such computation and
prior to the day in question, the Average Price for each Trading Day on and after the “ex” date for
such other event shall be adjusted by multiplying such Average Price by the reciprocal of the
fraction by which the Exercise Price is so required to be adjusted as a result of such other event,
and (3) if the “ex” date for the issuance or distribution requiring such computation is prior to
the day in question, after taking into account any adjustment required pursuant to clause (1) or
(2) of this proviso, the Average Price for each Trading Day on or after such “ex” date shall be
adjusted by adding thereto the amount of any cash and the fair market value (as determined in good
faith by the Company’s Board of Directors in a manner consistent with any determination of such
value for purposes of Section 9(d) of this Warrant, whose determination shall be conclusive) of the
evidences of indebtedness, shares of capital stock or assets being distributed applicable to one
share of Common Stock as of the close of business on the day before such “ex” date. For purposes of
this paragraph, the term “ex” date, (1) when used with respect to any issuance or distribution,
means the first date on which the Common Stock trades regular way on the relevant exchange or in
the relevant market from which the Average Price was obtained without the right to receive such
issuance or distribution and (2) when used with respect to any subdivision or combination of shares
of Common Stock, means the first date on which the Common Stock trades regular way on such exchange
or in such market after the time at which such subdivision or combination becomes effective.
Notwithstanding the foregoing, whenever successive adjustments to the Exercise Price are called for
pursuant to this Section 9, such adjustments shall be made to the Current Market Price as may be
necessary or appropriate to effectuate the intent of this Section 9 and to avoid unjust or
inequitable results as determined in good faith by the Company’s Board of Directors.



(4) “fair market value” shall mean the amount which a willing buyer would pay a willing seller
in an arm’s length transaction.



(5) “Record Date” shall mean, with respect to any dividend, distribution or other transaction
or event in which the holders of Common Stock have the right to receive any cash, securities or
other property or in which the Common Stock (or other applicable security) is exchanged for or
converted into any combination of cash, securities or other property, the date fixed for
determination of shareholders entitled to receive such cash, securities or other property (whether
such date is fixed by the Company’s Board of Directors or by statute, contract or otherwise).



(6) “Trading Day” shall mean (x) if the applicable security is listed or admitted for trading
on the New York Stock Exchange or another national security exchange, a day on which the New York
Stock Exchange or such other national security exchange, as applicable, is open for business or
(y) if the applicable security is quoted on the Nasdaq National Market, a day on which trades may
be made thereon or (z) if the applicable security is not so listed, admitted for trading or quoted,
a Business Day.



(g) The Company may make such reductions in the Exercise Price, in addition to those required
by Section 9(a), (b), (c), (d) or (e) of this Warrant, as the Company’s Board of Directors
considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights
to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire
stock) or from any event treated as such for income tax purposes.



(h) To the extent permitted by applicable law, the Company from time to time may reduce the
Exercise Price by any amount for any period of time if the period is at least twenty (20) days, the
reduction is irrevocable during such period and the Company’s Board of Directors shall have made a
determination that such reduction would be in the best interests of the Company, which
determination shall be conclusive and described in a Board Resolution. Whenever the Exercise Price
is reduced pursuant to the preceding sentence, the Company shall mail or cause to be mailed to the
holder of each Warrant at his last address in the Warrant Register a notice of the reduction at
least five (5) days prior to the date the reduced Exercise Price is to take effect, and such notice
shall state the reduced Exercise Price and the period during which it will be in effect.



(i) No adjustment in the Exercise Price shall be required under this Section 9 unless such
adjustment would require an increase or decrease of at least one percent (1%) in the Exercise
Price; provided, however, that any adjustments which by reason of this Section 9(i) are not
required to be made shall be carried forward and taken into account in any subsequent adjustment.
All calculations under this Section 9 shall be made by the Company and shall be made to the nearest
cent or to the nearest one hundredth of a share, as the case may be. No adjustment need be made
for a change in the par value of the Common Stock.



(j) Subject to Section 9(e), whenever the Conversion Price is adjusted as provided in this
Section 9, the Company shall promptly file with the Warrant Agent and any warrant agent other than
the Warrant Agent an officer’s certificate setting forth the Exercise Price after such adjustment
and setting forth a brief statement of the facts requiring such adjustment. Promptly after
delivery of such certificate, the Company shall prepare a notice of such adjustment of the Exercise
Price setting forth the adjusted Exercise Price and the date on which each adjustment becomes
effective and shall send such notice of such adjustment of the Exercise Price to the holder of each
Warrant at his last address appearing on the Warrant Register, within twenty (20) days of the
effective date of such adjustment. Failure to deliver such notice shall not effect the legality or
validity of any such adjustment.



(k) In any case in which this Section 9 provides that an adjustment shall become effective
immediately after a Record Date for an event, the Company may defer until the occurrence of such
event (i) issuing to the holder of any Warrant exercised after such Record Date and before the
occurrence of such event the additional shares of Common Stock issuable upon such conversion by
reason of the adjustment required by such event over and above the Common Stock issuable upon such
conversion before giving effect to such adjustment and (ii) paying to such holder any amount in
cash in lieu of any fraction pursuant to Section 2(c).



(l) For purposes of this Section 9, the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the Company but shall include shares
issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.
The Company will not pay any dividend or make any distribution on shares of Common Stock held in
the treasury of the Company.



(j) Notice to Holders of Warrants Prior to Certain Actions. In case:



(1) the Company shall declare a dividend (or any other distribution) on its Common Stock that
would require an adjustment in the Exercise Price pursuant to this Section 9; or



(2) the Company shall authorize the granting to the holders of its Common Stock of rights or
warrants to subscribe for or purchase any share of any class or any other rights or warrants; or



(3) of any reclassification of the Common Stock of the Company (other than a subdivision or
combination of its outstanding Common Stock, or a change from par value to no par value), or of any
consolidation or merger to which the Company is a party and for which approval of any shareholders
of the Company is required, or of the sale and transfer of all or substantially all of the assets
of the Company; or



(4) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company;



the Company shall mail or cause to be mailed to the holder at such address appearing in the Warrant
Register as promptly as possible but in any event at least fifteen (15) days prior to the
applicable date hereinafter specified, a notice stating (x) the date on which a record is to be
taken for the purpose of such dividend, distribution or rights are to be determined, or (y) the
date on which such reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding-up is expected to become effective or occur, and the date as of which it is
expected that holders of Common Stock of record shall be entitled to exchange their Common Stock
for securities or other property deliverable upon such reclassification, consolidation, merger,
sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice, or any defect
therein, shall not affect the legality or validity of such dividend, distribution,
reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding-up.
In addition, whenever the Exercise Price is adjusted as provided in this Section 9, the Company
shall prepare a notice of such adjustment of the Exercise Price setting forth the adjusted Exercise
Price and the date on which each adjustment becomes effective and shall mail such notice of such
adjustment of the Exercise Price to the holder of each Warrant at his last address in the Warrant
Register within twenty (20) days of the effective date of such adjustment. Failure to deliver such
notice shall not effect the legality or validity of any such adjustment.



(k) In any case in which this Section 9 provides that an adjustment shall become effective
immediately after a Record Date for an event, the Company may defer until the occurrence of such
event (i) issuing to the holder of any Warrant exercised after such Record Date and before the
occurrence of such event the additional shares of Common Stock issuable upon such exercise by
reason of the adjustment required by such event over and above the Common Stock issuable upon such
conversion before giving effect to such adjustment and (ii) paying to such holder any amount in
cash in lieu of any fractions of shares of Common Stock pursuant to Section 2(c) of this Warrant.



(l) For purposes of this Section 9, the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the Company but shall include shares
issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.
The Company will not pay any dividend or make any distribution on shares of Common Stock held in
the treasury of the Company.



(m) Upon each adjustment of the Exercise Price pursuant to this Section 9, each Warrant shall
thereupon evidence the right to purchase that number of shares of Common Stock (calculated to the
nearest hundredth of a share) obtained by multiplying the number of shares of Common Stock
purchasable immediately prior to such adjustment upon exercise of the Warrant by the Exercise Price
in effect immediately prior to such adjustment and dividing the product so obtained by the Exercise
Price in effect immediately after such adjustment. The adjustment pursuant to this Section 9(m)
to the number of shares of Common Stock purchasable upon exercise of a Warrant shall be made each
time an adjustment of the Exercise Price is made pursuant to this Section 9 (or would be made but
for Section 9(k) of this Warrant).



Section 10. Effect of Reclassification, Consolidation, Merger or Sale. If any of the following
events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock
(other than a change in par value, or from par value to no par value, or from no par value to par
value, or as a result of a subdivision or combination), (ii) any consolidation, merger or
combination of the Company with another Person as a result of which holders of Common Stock shall
be entitled to receive stock, securities or other property or assets (including cash) with respect
to or in exchange for such Common Stock (other than as a result of a change in name, a change in
par value or a change in the jurisdiction of incorporation), (iii) any statutory exchange, as a
result of which holders of Common Stock generally shall be entitled to receive stock, securities or
other property or assets (including cash) with respect to or in exchange for such Common Stock
(such transaction, a “Statutory Exchange”), or (iv) any sale or conveyance of the properties and
assets of the Company as, or substantially as, an entirety to any other Person as a result of which
holders of Common Stock shall be entitled to receive stock, securities or other property or assets
(including cash) with respect to or in exchange for such Common Stock, then the Company or the
successor or purchasing Person (each of (i) through (iv), a “Common Stock Fundamental Change”), as
the case may be, shall issue a replacement Warrant providing that such Warrant shall be exercisable
for the kind and amount of shares of stock and other securities or property or assets (including
cash) receivable upon such Common Stock Fundamental Change by a holder of a number of shares of
Common Stock issuable upon exercise of such Warrants (assuming, for such purposes, a sufficient
number of authorized shares of Common Stock available for issuance upon exercise of all such
Warrants) immediately prior to such Common Stock Fundamental Change assuming such holder of Common
Stock did not exercise his rights of election, if any, that holders of Common Stock who were
entitled to vote or consent to such transaction had as to the kind or amount of securities, cash or
other property receivable upon such Common Stock Fundamental Change (provided that, if the kind or
amount of securities, cash or other property receivable upon such consolidation, merger,
combination, Statutory Exchange, sale or conveyance is not the same for each share of Common Stock
in respect of which such rights of election shall not have been exercised (“non-electing share”),
then for the purposes of this Section 10, the kind and amount of securities, cash or other property
receivable upon such Common Stock Fundamental Change for each non-electing share shall be deemed to
be the kind and amount so receivable per share by a plurality of the non-electing shares). Such
replacement Warrant shall provide for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in Section 9 of this Warrant. If, in the case of any
such Common Stock Fundamental Change, the stock or other securities and assets receivable thereupon
by a holder of shares of Common Stock include shares of stock or other securities and assets of a
corporation other than the successor or purchasing Person, as the case may be, in such Common Stock
Fundamental Change, then such replacement Warrant shall also be executed by such other person and
shall contain such additional provisions to protect the interests of the holders of the Warrants as
the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing.
The Exercise Price for the stock and other securities, property and assets (including cash) so
receivable upon such event shall be an amount equal to the Exercise Price immediately prior to such
event.



The Company shall mail or cause to be mailed such replacement Warrant to each holder of
Warrants, at such holder’s address appearing in the Warrant Register within twenty (20) days after
execution thereof. Failure to deliver such notice shall not affect the legality or validity of
such replacement Warrant.



The above provisions of this Section 10 shall similarly apply to successive reclassifications,
changes, consolidations, mergers, combinations, sales and conveyances.



If this Section 10 applies to any event or occurrence, Section 9 of this Warrant shall not
apply.



Section 11. Lost, Stolen, Mutilated or Destroyed Warrants. If this Warrant is lost, stolen,
mutilated or destroyed, the Company shall promptly, on receipt of an indemnification undertaking or
other form of security reasonably acceptable to the Company (or in the case of a mutilated Warrant,
the Warrant), cause the Warrant Agent to issue a new Warrant of like denomination and tenor as this
Warrant so lost, stolen, mutilated or destroyed. In every case, the applicant for a replacement
Warrant shall furnish to the Company such security or indemnity as may be reasonably required by
the Company to save it harmless, and, in every case of destruction, loss or theft, the applicant
shall also furnish to the Company evidence to its satisfaction of the destruction, loss or theft of
the applicant’s Warrant and of the ownership thereof. Upon the issuance of any replacement Warrant,
the Company may require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses connected therewith.



Section 12. Notice. Any notices, consents, waivers or other communications required or permitted
to be given under the terms of this Warrant must be in writing and will be deemed to have been
delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile;
or (iii) one (1) Business Day after deposit with a nationally recognized overnight delivery
service, in each case properly addressed to the party to receive the same. If notice is to be sent
to the Company, the holder shall use its reasonable best efforts to provide additional copies to
the individuals listed below; provided, however, that the failure of such holder to send such
additional copies shall in no way limit the effectiveness of any notice sent to the Company as
provided for below. The addresses and facsimile numbers for such communications shall be:




If to the Company:



	 	 	 
	Sipex Corporation

233 South Hillview Drive

	 	



	 
	 	 
	Milpitas, California 95035

	 
	 	 
	Telephone: (408) 934-7500

	 
	 	 
	Facsimile: (408) 935-7600

	 
	 	 
	Attention:

	 	Ray Wallin







with a copy to:



	 	 	 
	Wilson, Sonsini, Goodrich & Rosati P.C.

	 
	 	 
	650 Page Mill Road

Palo Alto, California 94303

Telephone:

Facsimile:

Attention:

	 	



(650) 565-3765

(650) 493-6811

Allison Spinner, Esq.







	 	 	 	If to the Transfer Agent:






Computershare


250 Royall Street


Canton, MA 02021


Telephone: (718) 575-3390


Facsimile: (718) 575-2549


Attention: Novette Lee



If to the Warrant Agent:




Wells Fargo Bank, National Association


707 Wilshire Blvd., 17th Floor


Los Angeles, CA 90017


Telephone: (213) 614-2588


Facsimile: (213) 614-3355


Attention: Corporate Trust Services



If to a holder of this Warrant, to it at the address and facsimile number set forth on the Schedule
of Buyers to the Securities Purchase Agreement, with copies to such holder’s representatives as set
forth on such Schedule of Buyers, or at such other address and facsimile as shall be delivered to
the Company upon the issuance or transfer of this Warrant. Each party shall provide five days’
prior written notice to the other party of any change in address or facsimile number. Written
confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other
communication, (B) mechanically or electronically generated by the sender’s facsimile machine
containing the time, date, recipient facsimile number and an image of the first page of such
transmission or (C) provided by a nationally recognized overnight delivery service shall be
rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally
recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above,
respectively.



Section 13. Amendments. This Warrant and any term hereof may be amended, changed, waived,
discharged, or terminated only by an instrument in writing signed by the Company and holders of 66
2/3% of the Warrant Shares represented by all outstanding Warrants. Such amendment, change,
waiver, discharge or termination shall be binding on the Company and all of the Warrant holder’s
assignees and transferees; provided, however, that no such action may increase the Exercise Price,
including by a waiver of or an amendment to Section 9 of this Agreement, or decrease the number of
shares or class of stock issuable upon exercise of any Warrants without the written consent of the
holder of such Warrant. No waivers of any term, condition or provision of this Warrant in any one
or more instances shall be deemed to be or construed as a further or continuing waiver of any such
term, condition or provision.



Section 14. Governing Law; Jurisdiction; Waiver of Jury Trial. The corporate laws of the State of
Delaware shall govern all issues concerning the relative rights of the Company and its
shareholders. All other questions concerning the construction, validity, enforcement and
interpretation of this Warrant shall be governed by the internal laws of the State of New York,
without giving effect to any choice of law or conflict of law provision or rule (whether of the
State of New York or any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of New York. Each party hereby irrevocably submits to the
non-exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough
of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not
to assert in any suit, action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient
forum or that the venue of such suit, action or proceeding is improper. Each party hereby
irrevocably waives personal service of process and consents to process being served in any such
suit, action or proceeding by mailing a copy thereof to such party at the address for such notices
to it under this Warrant and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any
right to serve process in any manner permitted by law. If any provision of this Warrant shall be
invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect
the validity or enforceability of the remainder of this Warrant in that jurisdiction or the
validity or enforceability of any provision of this Warrant in any other jurisdiction. EACH PARTY
HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR
ANY TRANSACTION CONTEMPLATED HEREBY.



Section 15. Challenge to Good Faith Determination. Whenever the Board of Directors of the Company
shall be required to make a determination in good faith of the fair value of any item under this
Agreement, such determination may be challenged in good faith by holders holding in the aggregate a
majority of the then outstanding Warrants without regard to any Warrants then held by the Company
or its affiliates, and any dispute shall be resolved by an investment banking firm of national
standing selected by the Company. The fee of such investment banking firm shall be paid by the
Company.



Section 16. Descriptive Headings. The headings of this Warrant are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.





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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of day and
year first above written.



	 	 	 
	“COMPANY”	 	 
	SIPEX CORPORATION	 	 
	By:

Its:

	 	Clyde R. Wallin

Sr. VP Finance & CFO






6




EXHIBIT A TO WARRANT




FORM OF EXERCISE NOTICE




The undersigned holder hereby exercises the right to purchase      shares of Common Stock
(“Warrant Shares”) of Sipex Corporation, a Delaware corporation (the “Company”), evidenced by the
attached Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined shall
have the respective meanings set forth in the Warrant.



1. Form of Exercise Price. The holder intends that payment of the Exercise Price
shall be made as:




	 	 	 	     “Cash Exercise” with respect to      Warrant Shares; and/or






	 	 	 	     “Cashless Exercise” with respect to      Warrant Shares (to the extent
permitted by the terms of the Warrant).





2. Payment of Exercise Price. In the event that the holder has elected a Cash
Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the holder
shall pay the sum of $     to the Company in accordance with the terms of the
Warrant. In the event that the holder has elected a Cashless Exercise with respect to some or all
of the Warrant Shares to be issued pursuant hereto, the holder of this Warrant represents that such
holder is either an “accredited investor” as such term is defined in Rule 501(a) of Registration D
promulgated by the Securities and Exchange Commission under the Securities Act and/or a “qualified
institutional buyer” as such term is defined in Rule 144A promulgated by the Securities and
Exchange Commission under the Securities Act and was not organized for the specific purpose of
acquiring Warrant Shares.



3. Delivery of Warrant Shares. The holder of this warrant has sold or will sell the
shares of common stock issuable pursuant to this Notice pursuant to a registration statement or an
exemption from registration under the Securities Act of 1933, as amended.



4. Private Placement Representations. The holder of this Warrant confirms the
continuing validity of, and reaffirms as of the date hereof, its representations and warranties set
forth in Section 7 of the Warrant.



Date:      ,      



	 	 	 
	Name of Registered Holder	 	Tax ID of Registered Holder
	 	 	(if applicable)
	By:

	 	

	 

	 	

	Its:

	 	

	 

	 	

	 
	 	 






7




ACKNOWLEDGMENT




The Company hereby acknowledges this Exercise Notice and hereby directs      to
issue the above indicated number of shares of Common Stock in accordance with the Irrevocable
Transfer Agent Instructions dated      , 2006 from the Company and acknowledged and agreed to
by      .




SIPEX CORPORATION




By:


Its:



8




EXHIBIT B TO WARRANT




FORM OF ASSIGNMENT




FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to      ,
Federal Identification No.      , a warrant to purchase      shares of the capital
stock of Sipex Corporation, a Delaware corporation, represented by warrant certificate no.      ,
standing in the name of the undersigned on the books of said corporation. The undersigned does
hereby irrevocably constitute and appoint      , attorney to transfer the warrants of said
corporation, with full power of substitution in the premises.



Dated:      , 200_




By:


Its:




Taxpayer I.D. No. or Soc. Sec. No:
     


Address:
     
     
     



Name in which new Warrant(s) should be registered:



Right to Purchase No. of Shares of Common Stock:      



Name:      



Taxpayer I.D. No. or Soc. Sec. No:      




Address:      




     



 The balance of the attached Warrant not so transferred shall be returned to the transferor in
the form of a new Warrant reflecting such reduced amount.  




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