exv4w2



 







Exhibit 4.2



NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
THE TRANSFEROR REASONABLY ACCEPTABLE TO THE COMPANY TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE
REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS
AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 50 1(a) UNDER THE SECURITIES ACT.




COMMON STOCK PURCHASE WARRANT




To Purchase                      Shares of Common Stock of




NOVINT TECHNOLOGIES, INC.




     THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) CERTIFIES that, for value received,
                                         (the “Holder”), is entitled, upon the terms and subject to the limitations
on exercise and the conditions hereinafter set forth, at any time on or after                                         
(the “Initial Exercise Date”) and on or prior to the close of business on the fifth
anniversary of the issuance date of this Warrant (the “Termination Date”) but not
thereafter, to subscribe for and purchase from Novint Technologies, Inc., a corporation
incorporated in the State of Delaware (the “Company”), up to                                                     shares (the
“Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the
“Common Stock”). The purchase price of one share of Common Stock (the “Exercise
Price”) under this Warrant shall be $2.00 subject to adjustment hereunder. The Exercise Price
and the number of common shares for which the Warrant is exercisable (the “Warrant Shares”) shall
be subject to adjustment as provided herein. Capitalized terms used and not otherwise defined
herein shall have the meanings set forth in that certain Subscription Agreement (the
“Subscription Agreement”) among the Company and the Holder.



     1. Title to Warrant. This Warrant and all rights hereunder are transferable, in whole
or in part, at the office or agency of the Company by the Holder in person or by duly authorized
attorney, upon surrender of this Warrant together with the Assignment Form annexed hereto properly
endorsed. The transferee shall sign an investment letter in form and substance reasonably
satisfactory to the Company.



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     2. Authorization of Shares. The Company covenants that all Warrant Shares which may
be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise
of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid
and nonassessable and free from all taxes, liens and charges in respect of the issue thereof (other
than taxes in respect of any transfer occurring contemporaneously with such issue).



     3. Exercise of Warrant.



          (a) Exercise of the purchase rights represented by this Warrant may be made at any time or
times on or after the Initial Exercise Date and on or before the Termination Date by delivery to
the Company of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (or
such other office or agency of the Company as it may designate by notice in writing to the
registered Holder at the address of such Holder appearing on the books of the Company); provided,
however, within 5 Trading Days of the date said Notice of Exercise is delivered to the Company, the
Holder shall have surrendered this Warrant to the Company and the Company shall have received
payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or
cashier’s check drawn on a United States bank. Certificates for shares purchased hereunder shall
be delivered to the Holder within 15 Trading Days from the delivery to the Company of the Notice of
Exercise Form by facsimile copy, surrender of this Warrant and payment of the aggregate Exercise
Price as set forth above. Notwithstanding anything contained in this Warrant to the contrary, the
Holder shall not have the right to exercise any portion of this Warrant, to the extent that after
giving effect to such exercise, the Holder (together with the Holder’s affiliates) would have
acquired, through exercise of the Warrant or otherwise, beneficial ownership of a number of shares
of Common Stock exceeding 9.99% of the number of shares of Common Stock outstanding immediately
after giving effect to such exercise. For purposes of the foregoing sentence, the number of shares
of Common Stock beneficially owned by the Holder and its affiliates shall include the number of
shares of Common Stock issuable upon exercise of the Warrants with respect to which the
determination of such sentence is being made, but shall exclude the number of shares of Common
Stock which would be issuable upon (A) exercise of the remaining, non-exercised portion of this
Warrant beneficially owned by the Holder or any of its affiliates, and (B) exercise or conversion
of the unexercised or unconverted portion of any other securities of the Company (including,
without limitation, any other warrants) subject to a limitation on conversion or exercise analogous
to the limitation contained herein beneficially owned by the Holder or any of its affiliates.
Except as set forth in the preceding sentence, for purposes of this Section 3(a), beneficial
ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended. For purposes of this Section 3(a), in determining the number of outstanding
shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as
reflected in (1) the Company’s most recent Form 10-Q, Form 10-K or other public filing with the
Commission, as the case may be, if any, (2) a more recent public announcement by the Company, or
(3) any other notice by the Company or its transfer agent setting forth the number of shares of
Common Stock outstanding. Upon the written request of the Holder, the Company shall promptly, but
in no event later than 2 Trading Days following the receipt of such notice, confirm in writing to
any such holder the number of shares of Common Stock then outstanding. In any case, the number of
outstanding shares of Common Stock shall be determined after giving effect to the conversion or
exercise of securities of the Company, including the exercise of any




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portion of this Warrant, by the Holder or its affiliates since the date as of which such
number of outstanding shares of Common Stock was reported.




          (b) If this Warrant shall have been exercised in part, the Company shall, at the time of
delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new
Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by
this Warrant, which new Warrant shall in all other respects be identical with this Warrant.




          (c) Subject to the provisions of this Section 3, if the Closing Price for each of any ten
consecutive Trading Days after the Effective Date (the “Measurement Price”) exceeds 150% of
the then Exercise Price (the “Threshold Price”), then the Company may call for cancellation
of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered
(such right, a “Call”). To exercise this right, the Company must deliver to the Holder an
irrevocable notice (a “Call Notice”) indicating therein the portion of unexercised portion
of this Warrant to which such notice applies. If the conditions set forth below for such Call are
satisfied from the period from the date of the Call Notice through and including the Call Date (as
defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of
Exercise and, within 7 Trading Days after the Call Date, payment of the aggregate Exercise Price of
the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank
shall not have been received by the Company from and after the date of the Call Notice will be
cancelled at 6:30 p.m. (Los Angeles Time) on the 60th Trading Day after the date the Call Notice
is received by the Holder (such date, the “Call Date”). Any unexercised portion of this
Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In
furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise
with respect to Warrant Shares subject to a Call Notice that are tendered from the time of delivery
of the Call Notice through 6:30 p.m. (Los Angeles Time) on the Call Date. The parties agree that
any Notice of Exercise delivered following a Call Notice shall first reduce to zero the number of
Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available
for purchase under this Warrant. For example, if (x) this Warrant then permits the Holder to
acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30
p.m. (Los Angeles Time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50
Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares
will be automatically cancelled, (2) the Company, in the time and manner required under this
Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises
following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise
this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to
subsequent Call Notices). Subject again to the provisions of this Section 3, the Company may
deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have
delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this
Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and
any Call Notice will be void), unless, from the beginning of the 10 consecutive Trading Days used
to determine whether the Common Stock has achieved the Threshold Price and Threshold Volume through
the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all
Notices of Exercise delivered by 6:30 p.m. (Los Angeles Time) on the Call Date, (ii) the
Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder
available for use by the Holder for the resale all such Warrant Shares and (iii) the Common Stock
shall be




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listed or quoted for trading on the Trading Market. Further, notwithstanding anything to the
contrary set forth in this Warrant, the Company shall not Call any portion of this Warrant to the
extent that the Holder would be unable to voluntarily exercise such portion of this Warrant in
advance of the Call Date with respect to such Call due to the restrictions on exercise set forth in
Section 3(a), without the Holder further effecting sales of Common Stock. The Holder agrees to
promptly furnish the Company, upon its request, with information regarding the Holder’s
then-current holdings of Common Stock in order to assist the Company in complying with the
foregoing sentence.




     4. No Fractional Shares or Scrip. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share
that Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay a
cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by
the Exercise Price.



     5. Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shall be
made without charge to the Holder for any issue or transfer tax or other incidental expense in
respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the
Company, and such certificates shall be issued in the name of the Holder or in such name or names
as may be directed by the Holder; provided, however, that in the event certificates for Warrant
Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered
for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the
Holder; and the Company may require. as a condition thereto, the payment of a sum sufficient to
reimburse it for any transfer tax incidental thereto.



     6. Closing of Books. The Company will not close its stockholder books or records in
any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.



     7. Transfer, Division and Combination.



          (a) Subject to compliance with any applicable securities laws and the conditions set forth in
Sections 1 and 7(e) hereof, this Warrant and all rights hereunder are transferable, in whole or in
part, upon surrender of this Warrant at the principal office of the Company, together with a
written assignment of this Warrant substantially in the form attached hereto duly executed by the
Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the
making of such transfer. Upon such surrender and, if required, such payment, the Company shall
execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the
denomination or denominations specified in such instrument of assignment, and shall issue to the
assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant
shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for
the purchase of Warrant Shares without having a new Warrant issued.




          (b) This Warrant may be divided or combined with other Warrants upon presentation hereof at
the aforesaid office of the Company, together with a written notice specifying the names and
denominations in which new Warrants are to be issued, signed by the Holder or its agent or
attorney. Subject to compliance with Section 7(a), as to any transfer which




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may be involved in such division or combination, the Company shall execute and deliver a new
Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance
with such notice.




          (c) The Company shall prepare, issue and deliver at its own expense (other than transfer
taxes) the new Warrant or Warrants under this Section 7.




          (d) The Company agrees to maintain, at its aforesaid office, books for the registration and
the registration of transfer of the Warrants.




          (e) If, at the time of the surrender of this Warrant in connection with any transfer of this
Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration
statement under the Securities Act and under applicable state securities or blue sky laws, the
Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of
this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which
opinion shall be in form, substance and scope customary for opinions of counsel in comparable
transactions and reasonably acceptable to the Company) to the effect that such transfer may be made
without registration under the Securities Act and under applicable state securities or blue sky
laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter in
form and substance acceptable to the Company and (iii) that the transferee be an “accredited
investor” as defined in Rule 50 1(a) promulgated under the Securities Act.




     8. No Rights as Shareholder until Exercise. This Warrant does not entitle the Holder
to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof.
Upon the surrender of this Warrant and the payment of the aggregate Exercise Price (or by means of
a cashless exercise), the Warrant Shares so purchased shall be and be deemed to be issued to such
Holder as the record owner of such shares as of the close of business on the later of the date of
such surrender or payment.



     9. Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon
receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of
loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the
case of the Warrant, shall not include the posting of any bond), and upon surrender and
cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver
a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such
Warrant or stock certificate.



     10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of
any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or
a legal holiday, then such action may be taken or such right may be exercised on the next
succeeding day not a Saturday, Sunday or legal holiday.



     11. Stock Splits. The number and kind of securities purchasable upon the exercise of
this Warrant and the Exercise Price shall be subject to adjustment from time to time upon the
happening of any of the following. In case the Company shall (i) pay a dividend in shares of



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Common Stock or make a distribution in shares of Common Stock to holders of its outstanding
Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of
shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of
Common Stock, or (iv) issue any shares of its capital stock in a reclassification of the Common
Stock, then the number of Warrant Shares purchasable upon exercise of this Warrant immediately
prior thereto shall be adjusted so that the Holder shall be entitled to receive the kind and number
of Warrant Shares or other securities of the Company which it would have owned or have been
entitled to receive had such Warrant been exercised in advance thereof Upon each such adjustment of
the kind and number of Warrant Shares or other securities of the Company which are purchasable
hereunder, the Holder shall thereafter be entitled to purchase the number of Warrant Shares or
other securities resulting from such adjustment at an Exercise Price per Warrant Share or other
security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment
by the number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment
and dividing by the number of Warrant Shares or other securities of the Company resulting from such
adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after
the effective date of such event retroactive to the record date, if any, for such event.



     12. Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets.
In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or
merge with or into another corporation (where the Company is not the surviving corporation or where
there is a change in or distribution with respect to the Common Stock of the Company), or sell,
transfer or otherwise dispose of its property, assets or business to another corporation and,
pursuant to the terms of such reorganization, reclassification, merger, consolidation or
disposition of assets, shares of common stock of the successor or acquiring corporation, or any
cash, shares of stock or other securities or property of any nature whatsoever (including warrants
or other subscription or purchase rights) in addition to or in lieu of common stock of the
successor or acquiring corporation (“Other Property”), are to be received by or distributed
to the holders of Common Stock of the Company, then the Holder shall have the right thereafter to
receive, at the option of the Holder, (a) upon exercise of this Warrant, the number of shares of
Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving
corporation, and Other Property receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets by a Holder of the number of
shares of Common Stock for which this Warrant is exercisable immediately prior to such event or (b)
cash equal to the value of this Warrant as determined in accordance with the Black Scholes option
pricing formula. In case of any such reorganization, reclassification, merger, consolidation or
disposition of assets, the successor or acquiring corporation (if other than the Company) shall
expressly assume the due and punctual observance and performance of each and every covenant and
condition of this Warrant to be performed and observed by the Company and all the obligations and
liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in
good faith by resolution of the Board of Directors of the Company) in order to provide for
adjustments of Warrant Shares for which this Warrant is exercisable which shall be as nearly
equivalent as practicable to the adjustments provided for in this Section 12. For purposes of this
Section 12, “common stock of the successor or acquiring corporation” shall include stock of such
corporation of any class which is not preferred as to dividends or assets over any other class of
stock of such corporation and which is not subject to redemption and shall also include any
evidences of indebtedness, shares of stock or other securities which



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are convertible into or exchangeable for any such stock, either immediately or upon the
arrival of a specified date or the happening of a specified event and any warrants or other rights
to subscribe for or purchase any such stock. The foregoing provisions of this Section 12 shall
similarly apply to successive reorganizations, reclassifications, mergers, consolidations or
disposition of assets.



     13. Voluntary Adjustment by the Company. The Company may at any time during the term
of this Warrant reduce the then current Exercise Price to any amount and for any period of time
deemed appropriate by the Board of Directors of the Company.



     14. Notice of Adjustment. Whenever the number of Warrant Shares or number or kind of
securities or other property purchasable upon the exercise of this Warrant or the Exercise Price is
adjusted, as herein provided, the Company shall give notice thereof to the Holder, which notice
shall state the number of Warrant Shares (and other securities or property) purchasable upon the
exercise of this Warrant and the Exercise Price of such Warrant Shares (and other securities or
property) after such adjustment, setting forth a brief statement of the facts requiring such
adjustment and setting forth the computation by which such adjustment was made.



     15. Authorized Shares. The Company covenants that during the period the Warrant is
outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of
shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights
under this Warrant. The Company further covenants that its issuance of this Warrant shall
constitute full authority to its officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for the Warrant Shares upon the
exercise of the purchase rights under this Warrant. The Company will take all such reasonable
action as may be necessary to assure that such Warrant Shares may be issued as provided herein
without violation of any applicable law or regulation, or of any requirements of the Trading Market
upon which the Common Stock may be listed.



     16. Miscellaneous.



          (a) Jurisdiction. All questions concerning the construction, validity, enforcement
and interpretation of this Warrant shall be determined in accordance with the provisions of the
Subscription Agreement between the Holder and the Company..




          (b) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the
exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state
and federal securities laws.




          (c) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise
any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise
prejudice Holder’s rights, powers or remedies, notwithstanding all rights hereunder terminate on
the Termination Date. If the Company willfully and knowingly fails to comply with any provision of
this Warrant, which results in any material damages to the Holder, the Company shall pay to Holder
such amounts as shall be sufficient to cover any costs and expenses including, but not limited to,
reasonable attorneys’ fees, including those of appellate proceedings,




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incurred by Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any
of its rights, powers or remedies hereunder.




          (d) Notices. Any notice, request or other document required or permitted to be given
or delivered to the Holder by the Company shall be delivered in accordance with the notice
provisions of the Registration Rights Agreement.




          (e) Limitation of Liability. No provision hereof, in the absence of any affirmative
action by Holder to exercise this Warrant or purchase Warrant Shares, and no enumeration herein of
the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase
price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by
the Company or by creditors of the Company.




          (f) Remedies. The Holder, in addition to being entitled to exercise all rights
granted by law, including recovery of damages, will be entitled to specific performance of its
rights under this Warrant. The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant
and hereby agrees to waive the defense in any action for specific performance that a remedy at law
would be adequate.




          (g) Successors and Assigns. Subject to applicable securities laws, this Warrant and
the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the
successors of the Company and the successors and permitted assigns of Holder. The provisions of
this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant
and shall be enforceable by any such Holder or holder of Warrant Shares.




          (h) Amendment. This Warrant may be modified or amended or the provisions hereof
waived with the written consent of the Company and the Holder.




          (i) Severability. Wherever possible, each provision of this Warrant shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of
such provisions or the remaining provisions of this Warrant.




          (j) Headings. The headings used in this Warrant are for the convenience of reference
only and shall not, for any purpose, be deemed a part of this Warrant.




*****************




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



	 	 	 	 	 	 	 
	Dated:                                          , 2006	 	NOVINT TECHNOLOGIES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Tom Anderson	 	 
	 

	 	 	 	Chief Executive Officer	 	 






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NOTICE OF EXERCISE




To: Novint Technologies, Inc.




     (1) The undersigned hereby elects to purchase                      Warrant Shares of Novint Technologies,
Inc. pursuant to the terms of the attached Warrant (only if exercised in full), and tenders
herewith payment of the exercise price in full, together with all applicable transfer taxes, if
any.



     (2) Payment shall take the form of lawful money of the United States.



     (3) Please issue a certificate or certificates representing said Warrant Shares in the name of
the undersigned or in such other name as is specified below:


 




The Warrant Shares shall be delivered to the following:




	 	 	 	 	 
	 

	 	 

	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 





     (4) Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation
D promulgated under the Securities Act of 1933, as amended.



	 	 	 	 	 
	Dated:                                          , 2005	 	NOVINT TECHNOLOGIES, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 

	 	Dated:	 	 
	 

	 	 	 	 





 









 





ASSIGNMENT FORM




(To assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)




     FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned
to



	 	 	 	 	 	 	 
	 

	 	 	 	whose	 	 
	 	 	 	 	 
	address is
	 	 	 	 	 	,
	 	 	 
	 
	 	 	 	 	 	 
	 





Dated:                                        ,                     




	 	 	 	 	 
	 

	 	Holder’s Signature:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Holder’s Address:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 





Signature Guaranteed:                                                                                



NOTE: The signature to this Assignment Form must correspond with the name as it appears on the
face of the Warrant, without alteration or enlargement or any change whatsoever, and must be
guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or
other representative capacity should file proper evidence of authority to assign the foregoing
Warrant.