Exhibit 4.5


 


AVI BIOPHARMA, INC.


 


WARRANT TO
PURCHASE COMMON STOCK


 


	
  WARRANT NO.

  	
  ORIGINAL ISSUE DATE: DECEMBER
  [    ], 2007

  



 


AVI BioPharma, Inc., a Delaware corporation (the “Company”), hereby
certifies that, for value received,
[                  ]
or its permitted registered assigns (the “Holder”), is entitled to purchase from the
Company up to a total of
[                  ]
shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company (each
such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $2.45 per share (as adjusted from
time to time as provided herein, the “Exercise
Price”), at any time and from time to time on or after June 19,
2008 (the “Original Exercisability
Date”) and through and including December 18, 2012 (the “Expiration Date”),
and subject to the following terms and conditions:


 


This Warrant is being issued pursuant to that certain Subscription
Agreement, dated December 12, 2007, by and between the Company and the
purchaser identified therein (the “Subscription
Agreement”).  The original issuance of the Warrant by the Company
pursuant to the Subscription Agreement has been registered pursuant to a
Registration Statement on Form S-3 (File No. 333-138299) (the “Registration Statement”).


 


1.             Definitions.
In addition to the terms defined elsewhere in this Warrant, capitalized terms
that are not otherwise defined herein have the meanings given to such terms in
the Subscription Agreement.


 


2.             List of Warrant
Holders.  The Company shall register this Warrant, upon records to be
maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder
(which shall include the initial Holder or, as the case may be, any registered
assignee to which this Warrant is permissibly assigned hereunder from time to
time).  The Company may deem and treat the registered Holder of this
Warrant as the absolute owner hereof for the purpose of any exercise hereof or
any distribution to the Holder, and for all other purposes, absent actual
notice to the contrary.


 


3.             List of
Transfers; Restrictions on Transfer. The Company shall register any such
transfer of all or any portion of this Warrant in the Warrant Register, upon
surrender of this Warrant, with the Form of Assignment attached hereto
duly completed and signed, to the Company at its address specified herein. Upon
any such registration or transfer, a new Warrant to purchase Common Stock, in
substantially the form of this Warrant (any such new Warrant, a “New Warrant”),
evidencing the portion of this Warrant so transferred shall be issued to the
transferee and a New Warrant evidencing the remaining portion of this Warrant
not so transferred, if any, shall be issued to the transferring Holder. The
acceptance of the New Warrant by the transferee thereof shall be deemed the
acceptance by such transferee of all of the rights and obligations in respect
of the New Warrant that the Holder has in respect of this Warrant.


 


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4.             Exercise and
Duration of Warrant.


 


(a)           All
or any part of this Warrant shall be exercisable by the registered Holder in
any manner permitted by Section 10 of this Warrant at any time and from
time to time on or after the Original Exercisability Date and through and
including the Expiration Date. Subject to Section 11 hereof, at 5:00 p.m.,
New York City time, on the Expiration Date, the portion of this Warrant not
exercised prior thereto shall be and become void and of no value and this
Warrant shall be terminated and no longer outstanding.


 


(b)           The
Holder may exercise this Warrant by delivering to the Company (i) an
exercise notice, in the form attached hereto (the “Exercise Notice”), completed and duly signed, and (ii) if such
Holder is not utilizing the cashless exercise provisions set forth in this
Warrant, payment of the Exercise Price for the number of Warrant Shares as to
which this Warrant is being exercised.  The date such items are delivered
to the Company (as determined in accordance with the notice provisions hereof)
is an “Exercise Date.” The
Holder shall not be required to deliver the original Warrant in order to effect
an exercise hereunder, but if it is not so delivered then such exercise shall
constitute an agreement by the Holder to deliver the original Warrant to the
Company as soon as practicable thereafter.  Execution and delivery of the
Exercise Notice shall have the same effect as cancellation of the original
Warrant and issuance of a New Warrant evidencing the right to purchase the
remaining number of Warrant Shares.


 


5.             Delivery of
Warrant Shares.


 


(a)           Upon
exercise of this Warrant, the Company shall promptly (but in no event later
than three business days after the Exercise Date) issue or cause to be issued
and cause to be delivered to or upon the written order of the Holder and in
such name or names as the Holder may designate, a certificate for the Warrant
Shares issuable upon such exercise, free of restrictive legends. The Holder, or
any Person permissibly so designated by the Holder to receive Warrant Shares,
shall be deemed to have become the holder of record of such Warrant Shares as
of the Exercise Date.  The Company shall, upon the written request of the
Holder, use its best efforts to deliver, or cause to be delivered, Warrant
Shares hereunder electronically through the Depository Trust and Clearing
Corporation or another established clearing corporation performing similar
functions, if available; provided, that, the Company may, but will not be required
to, change its transfer agent if its current transfer agent cannot deliver
Warrant Shares electronically through the Depository Trust and Clearing
Corporation.  If as of the time of exercise the Warrant Shares constitute
restricted or control securities, the Holder, by exercising, agrees not to
resell them except in compliance with all applicable securities laws.


 


(b)           If
by the close of the third business day after delivery of an Exercise Notice and
the payment of the aggregate exercise price in any manner permitted by Section 10
of this Warrant, the Company fails to deliver to the Holder a certificate
representing the required number of Warrant Shares in the manner required
pursuant to Section 5(a), and if after such third business day and prior
to the receipt of such Warrant Shares, the Holder purchases (in an open market
transaction or otherwise) shares of Common Stock to deliver in satisfaction of
a sale by the Holder of the Warrant Shares which the Holder anticipated
receiving upon such exercise (a “Buy-In”),
then the Company shall, within three business days after the Holder’s request
and in the Holder’s sole discretion, either (i) pay in cash to the Holder
an amount equal to the Holder’s


 


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total
purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased (the “Buy-In
Price”), at which point the Company’s obligation to deliver such
certificate (and to issue such Warrant Shares) shall terminate or (ii) promptly
honor its obligation to deliver to the Holder a certificate or certificates
representing such Warrant Shares and pay cash to the Holder in an amount
equal to the excess (if any) of the Buy-In Price over the product of (A) such
number of Warrant Shares, times (B) the closing bid price on the date of
the event giving rise to the Company’s obligation to deliver such certificate.


 


(c)           To
the extent permitted by law, the Company’s obligations to issue and deliver
Warrant Shares in accordance with the terms hereof are absolute and
unconditional, irrespective of any action or inaction by the Holder to enforce
the same, any waiver or consent with respect to any provision hereof, the
recovery of any judgment against any person or any action to enforce the same, or
any setoff, counterclaim, recoupment, limitation or termination, or any breach
or alleged breach by the Holder or any other person of any obligation to the
Company or any violation or alleged violation of law by the Holder or any other
person, and irrespective of any other circumstance that might otherwise limit
such obligation of the Company to the Holder in connection with the issuance of
Warrant Shares. Nothing herein shall limit a Holder’s right to pursue any other
remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with
respect to the Company’s failure to timely deliver certificates representing
shares of Common Stock upon exercise of the Warrant as required pursuant to the
terms hereof.


 


6.             Charges, Taxes
and Expenses. Issuance and delivery of certificates for shares of Common
Stock upon exercise of this Warrant shall be made without charge to the Holder
for any issue or transfer tax, withholding tax, transfer agent fee or other
incidental tax or expense in respect of the issuance of such certificates, all
of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall
not be required to pay any tax that may be payable in respect of any transfer
involved in the registration of any certificates for Warrant Shares or the
Warrants in a name other than that of the Holder. The Holder shall be
responsible for all other tax liability that may arise as a result of holding
or transferring this Warrant or receiving Warrant Shares upon exercise hereof.


 


7.             Replacement of
Warrant.  If this Warrant is mutilated, lost, stolen or destroyed, the
Company shall issue or cause to be issued in exchange and substitution for and
upon cancellation hereof, or in lieu of and substitution for this Warrant, a
New Warrant, but only upon receipt of evidence reasonably satisfactory to the
Company of such loss, theft or destruction and customary and reasonable
indemnity, if requested. Applicants for a New Warrant under such circumstances
shall also comply with such other reasonable regulations and procedures and pay
such other reasonable third-party costs as the Company may prescribe. If a New
Warrant is requested as a result of a mutilation of this Warrant, then the
Holder shall deliver such mutilated Warrant to the Company as a condition
precedent to the Company’s obligation to issue the New Warrant.


 


8.             Reservation of
Warrant Shares. The Company covenants that it will at all times reserve and
keep available out of the aggregate of its authorized but unissued and
otherwise unreserved Common Stock, solely for the purpose of enabling it to
issue Warrant Shares upon exercise of this Warrant as herein provided, the
number of Warrant Shares that are then issuable 


 


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and
deliverable upon the exercise of this entire Warrant, free from preemptive
rights or any other contingent purchase rights of persons other than the Holder
(taking into account the adjustments and restrictions of Section 9). The
Company covenants that all Warrant Shares so issuable and deliverable shall,
upon issuance and the payment of the applicable Exercise Price in accordance
with the terms hereof, be duly and validly authorized, issued and fully paid
and nonassessable.


 


9.             Certain
Adjustments. The Exercise Price and number of Warrant Shares issuable upon
exercise of this Warrant are subject to adjustment from time to time as set
forth in this Section 9.


 


(a)           Stock
Dividends and Splits. If the Company, at any time while this Warrant is
outstanding, (i) pays a stock dividend on its Common Stock or otherwise
makes a distribution on any class of capital stock that is payable in shares of
Common Stock, (ii) subdivides outstanding shares of Common Stock into a
larger number of shares, or (iii) combines outstanding shares of Common
Stock into a smaller number of shares, then in each such case the Exercise
Price shall be multiplied by a fraction of which the numerator shall be the
number of shares of Common Stock outstanding immediately before such event and
of which the denominator shall be the number of shares of Common Stock
outstanding immediately after such event. Any adjustment made pursuant to
clause (i) of this paragraph shall become effective immediately after the
record date for the determination of stockholders entitled to receive such
dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of
this paragraph shall become effective immediately after the effective date of
such subdivision or combination.


 


(b)           Pro
Rata Distributions. If the Company, at any time while this Warrant is
outstanding, distributes to all holders of Common Stock for no consideration (i) evidences
of its indebtedness, (ii) any security (other than a distribution of
Common Stock covered by the preceding paragraph), (iii) rights or warrants
to subscribe for or purchase any security, or (iv) any other asset besides
cash (in each case, “Distributed
Property”), then, upon any exercise of this Warrant that occurs after
the record date fixed for determination of stockholders entitled to receive
such distribution, the Holder shall be entitled to receive, in addition to the
Warrant Shares otherwise issuable upon such exercise (if applicable), the
Distributed Property that such Holder would have been entitled to receive in
respect of such number of Warrant Shares had the Holder been the record holder
of such Warrant Shares immediately prior to such record date.


 


(c)           Fundamental
Transactions. If, at any time while this Warrant is outstanding (i) the
Company effects (A) any merger of the Company with (but not into) another
entity, in which the shareholders of the Company immediately prior to the
transaction own less than a majority of the outstanding stock of the surviving
entity, or (B) any merger or consolidation of the Company into another
entity, (ii) the Company effects any sale of all or substantially all of
its assets in one or a series of related transactions, (iii) any tender
offer or exchange offer approved or authorized by the Company’s Board of
Directors is completed pursuant to which holders of at least a majority of the
outstanding Common Stock tender or exchange their shares for other securities,
cash or property, or (iv) the Company effects any reclassification of the
Common Stock or any compulsory share exchange pursuant to which the Common
Stock is effectively converted into or exchanged for other securities, cash or
property (each, a “Fundamental
Transaction”), then the Holder shall have the right thereafter to
receive, upon exercise of this Warrant, the same amount and kind of securities,
cash or property as it


 


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would
have been entitled to receive upon the occurrence of such Fundamental
Transaction if it had been, immediately prior to such Fundamental Transaction,
the holder of the number of Warrant Shares then issuable upon exercise in full
of this Warrant without regard to any limitations on exercise contained herein
(the “Alternate Consideration”),
and the Holder shall no longer have the right to receive Warrant Shares upon
exercise of this Warrant.  The Company shall not effect any such
Fundamental Transaction unless prior to or simultaneously with the consummation
thereof, any successor to the Company, surviving entity or the corporation
purchasing or otherwise acquiring such assets or other appropriate corporation
or entity shall assume the obligation to deliver to the Holder, such Alternate
Consideration as, in accordance with the foregoing provisions, the Holder may
be entitled to receive, and the other obligations under this Warrant.  The
provisions of this paragraph (c) shall similarly apply to subsequent
transactions of a Fundamental Transaction type.


 


(d)           Number
of Warrant Shares. Simultaneously with any adjustment to the Exercise Price
pursuant to paragraph (a) of this Section 9, the number of Warrant
Shares that may be purchased upon exercise of this Warrant shall be increased
or decreased proportionately, so that after such adjustment the aggregate Exercise
Price payable hereunder for the adjusted number of Warrant Shares shall be the
same as the aggregate Exercise Price in effect immediately prior to such
adjustment.


 


(e)           Calculations.  All calculations under this Section 9
shall be made to the nearest cent or the nearest 1/100th of a share, as
applicable. The number of shares of Common Stock outstanding at any given time
shall not include shares owned or held by or for the account of the Company,
and the disposition of any such shares shall be considered an issue or sale of
Common Stock.


 


(f)            Notice
of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9,
the Company at its expense will, at the written request of the Holder, promptly
compute such adjustment in accordance with the terms of this Warrant and
prepare a certificate setting forth such adjustment, in good faith, including a
statement of the adjusted Exercise Price and adjusted number or type of Warrant
Shares or other securities issuable upon exercise of this Warrant (as
applicable), describing the transactions giving rise to such adjustments and
showing in detail the facts upon which such adjustment is based. Upon written
request, the Company will promptly deliver a copy of each such certificate to
the Holder and to the Company’s Transfer Agent.


 


(g)           Notice
of Corporate Events. If, while this Warrant is outstanding, the Company (i) declares
a dividend or any other distribution of cash, securities or other property in
respect of its Common Stock, including without limitation any granting of
rights or warrants to subscribe for or purchase any capital stock of the
Company or any subsidiary, (ii) authorizes or approves, enters into any
agreement contemplating or solicits stockholder approval for any Fundamental
Transaction or (iii) authorizes the voluntary dissolution, liquidation or
winding up of the affairs of the Company, then, except if such notice and the
contents thereof shall be deemed to constitute material non-public information,
the Company shall deliver to the Holder a notice describing the material terms
and conditions of such transaction at least 10 business days prior to the
applicable record or effective date on which a person would need to hold Common
Stock in order to participate in or vote with respect to such transaction, and
the Company will


 


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take
all reasonable steps to give Holder the practical opportunity to exercise this
Warrant prior to such time; provided,
however, that the failure to deliver such notice or any defect
therein shall not affect the validity of the corporate action required to be
described in such notice.


 


10.           Payment of
Exercise Price. The Holder may pay the Exercise Price in one of the
following manners:


 


(a)           Cash
Exercise. If an Exercise Notice is delivered at a time when the
Registration Statement is effective, then the Holder shall deliver immediately
available funds; or


 


(b)           Cashless
Exercise. If an Exercise Notice is delivered at a time when the
Registration Statement is not then effective, then the Holder shall notify the
Company in an Exercise Notice of its election to utilize cashless exercise, in
which event the Company shall issue to the Holder the number of Warrant Shares
determined as follows:


 


X = Y [(A-B)/A]


 


where:


 


X = the number of Warrant
Shares to be issued to the Holder.


 


Y = the number of Warrant
Shares with respect to which this Warrant is being exercised.


 


A = the closing price on the
business day immediately prior to the Exercise Date.


 


B = the Exercise Price then
in effect.


 


11.           Limitations on
Exercise.


 


(a)           Notwithstanding
anything to the contrary contained herein, the number of Warrant Shares that
may be acquired by the Holder upon any exercise of this Warrant (or otherwise
in respect hereof) shall be limited to the extent necessary to ensure that,
following such exercise (or other issuance), the total number of shares of
Common Stock then beneficially owned by the Holder and its affiliates and any
other persons whose beneficial ownership of Common Stock would be aggregated
with the Holder’s for purposes of Section 13(d) of the Exchange Act,
does not exceed 4.99% of the total number of issued and outstanding shares of
Common Stock (including for such purpose the shares of Common Stock issuable
upon such exercise). For such purposes, beneficial ownership shall be
determined in accordance with Section 13(d) of the Exchange Act and
the rules and regulations promulgated thereunder. Each delivery of an
Exercise Notice by the Holder will constitute a representation by the Holder
that it has evaluated the limitation set forth in this Section and
determined that issuance of the full number of Warrant Shares requested in such
Exercise Notice is permitted under this Section.  The Company’s obligation
to issue shares of Common Stock in excess of the limitation referred to in this
Section shall be suspended (and, except as provided below, shall not
terminate or expire notwithstanding any contrary provisions hereof) until such
time, if any, as such shares of Common Stock may be issued in compliance with
such limitation; provided, that, if, as of 5:00 


 


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P.M.,
New York City time, on the Expiration Date, the Company has not received
written notice that the shares of Common Stock may be issued in compliance with
such limitation, the Company’s obligation to issue such shares shall
terminate.  This provision shall not restrict the number of shares of
Common Stock which a Holder may receive or beneficially own in order to
determine the amount of securities or other consideration that such Holder may
receive in the event of a Fundamental Transaction as contemplated in Section 9
of this Warrant.  By written notice to the Company, the Holder may waive
the provisions of this Section but any such waiver will not be effective
until the 61st day after such notice is delivered to the Company, nor will
any such waiver affect any other Holder.


 


(b)           Notwithstanding
anything to the contrary contained herein, the number of Warrant Shares that
may be acquired by the Holder upon any exercise of this Warrant (or otherwise
in respect hereof) shall be limited to the extent necessary to ensure that,
following such exercise (or other issuance), the total number of shares of
Common Stock then beneficially owned by such Holder and its affiliates and any
other persons whose beneficial ownership of Common Stock would be aggregated
with the Holder’s for purposes of Section 13(d) of the Exchange Act,
does not exceed 9.99% of the total number of issued and outstanding shares of
Common Stock (including for such purpose the shares of Common Stock issuable
upon such exercise). For such purposes, beneficial ownership shall be
determined in accordance with Section 13(d) of the Exchange Act and
the rules and regulations promulgated thereunder. Each delivery of an
Exercise Notice hereunder will constitute a representation by the Holder that
it has evaluated the limitation set forth in this Section and determined
that issuance of the full number of Warrant Shares requested in such Exercise
Notice is permitted under this Section.  The Company’s obligation to issue
shares of Common Stock in excess of the limitation referred to in this Section shall
be suspended (and, except as provided below, shall not terminate or expire
notwithstanding any contrary provisions hereof) until such time, if any, as
such shares of Common Stock may be issued in compliance with such limitation; provided, that, if, as of 5:00 P.M.,
New York City time, on the Expiration Date, the Company has not received written
notice that the shares of Common Stock may be issued in compliance with such
limitation, the Company’s obligation to issue such shares shall
terminate.  This provision shall not restrict the number of shares of
Common Stock which a Holder may receive or beneficially own in order to
determine the amount of securities or other consideration that such Holder may
receive in the event of a Fundamental Transaction as contemplated in Section 9
of this Warrant.  This restriction may not be waived.


 


12.           No Fractional
Shares. No fractional Warrant Shares will be issued in connection with any
exercise of this Warrant. In lieu of any fractional shares that would otherwise
be issuable, the Company shall pay cash equal to the product of such fraction
multiplied by the closing price of one Warrant Share as reported by the Nasdaq
Global Market or other applicable trading market on the Exercise Date.


 


13.           Notices. Any
and all notices or other communications or deliveries hereunder (including,
without limitation, any Exercise Notice) shall be in writing and shall be
deemed given and effective on the earliest of (i) the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile number specified in this Section at or prior to 5:00 p.m.
(New York City time) on a business day, (ii) the next business day after
the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile 


 


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number
specified in this Section on a day that is not a business day or later
than 5:00 p.m. (New York City time) on any business day, (iii) the
business day following the date of mailing, if sent by nationally recognized
overnight courier service, or (iv) upon actual receipt by the party to
whom such notice is required to be given. The addresses for such notices or
communications shall be:  if to the Company, to AVI BioPharma, Inc.,
One SW Columbia, Suite 1105, Portland, OR 97258 Attention: K. Michael
Forrest, telefax (503) 227-0751  (or such other address as the
Company shall indicate in writing in accordance with this Section) or (ii) if
to the Holder, to the address or facsimile number appearing on the Warrant
Register (or such other address as the Holder shall indicate in writing in
accordance with this Section).


 


14.           Warrant Agent.
The Company shall serve as warrant agent under this Warrant. Upon 30 days’
notice to the Holder, the Company may appoint a new warrant agent. Any
corporation into which the Company or any new warrant agent may be merged or
any corporation resulting from any consolidation to which the Company or any
new warrant agent shall be a party or any corporation to which the Company or
any new warrant agent transfers substantially all of its corporate trust or shareholders
services business shall be a successor warrant agent under this Warrant without
any further act. Any such successor warrant agent shall promptly cause notice
of its succession as warrant agent to be mailed (by first class mail, postage
prepaid) to the Holder at the Holder’s last address as shown on the Warrant
Register.


 


15.           Miscellaneous.


 


(a)           This
Warrant shall be binding on and inure to the benefit of the parties hereto and
their respective successors and assigns. Subject to the preceding sentence,
nothing in this Warrant shall be construed to give to any Person other than the
Company and the Holder any legal or equitable right, remedy or cause of action
under this Warrant. This Warrant may be amended only in writing signed by the
Company and the Holder, or their successors and assigns.


 


(b)           All
questions concerning the construction, validity, enforcement and interpretation
of this Warrant shall be governed by and construed and enforced in accordance
with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof that would result in the application of
any other law. Each party irrevocably submits to the jurisdiction of any court
of the State of New York located in the City and County of New York or in the
United States District Court for the Southern District of New York for the
purpose of any suit, action or other proceeding arising out of this Agreement
or our engagement hereunder.  Each party
hereto hereby irrevocably waives, to the fullest extent permitted by applicable
law, any and all right to trial by jury in any legal proceeding arising out of
or relating to this Warrant or the transactions contemplated hereby.


 


(c)           The
headings herein are for convenience only, do not constitute a part of this Warrant
and shall not be deemed to limit or affect any of the provisions hereof.


 


(d)           In
case any one or more of the provisions of this Warrant shall be invalid or
unenforceable in any respect, the validity and enforceability of the remaining
terms and provisions of this Warrant shall not in any way be affected or
impaired thereby and the parties will attempt in good faith to agree upon a
valid and enforceable provision which shall be 


 


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a
commercially reasonable substitute therefore, and upon so agreeing, shall
incorporate such substitute provision in this Warrant.


 


(e)           Prior
to exercise of this Warrant, the Holder hereof shall not, by reason of by being
a Holder, be entitled to any rights of a stockholder with respect to the
Warrant Shares.


 


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


 


	
   

  	
   

  	
  AVI BIOPHARMA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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EXERCISE
NOTICE


 


AVI
BIOPHARMA, INC.


 


	
  WARRANT NO.

  	
  DATED
  DECEMBER [      ] , 2007

  



 


Ladies
and Gentlemen:


 


(1)           The undersigned hereby elects to
exercise the above-referenced Warrant with respect to
                               
shares of Common Stock.  Capitalized terms used herein and not otherwise
defined herein have the respective meanings set forth in the Warrant.


 


(2)           The Holder intends that payment of
the Exercise Price shall be made as (check one):


 


€              Cash
exercise under Section 10(a)


 


€              Cashless
exercise under Section 10(b)


 


(3)           If the Holder has elected a cash
exercise, the holder shall pay the sum of
$                     
to the Company in accordance with the terms of the Warrant.


 


(4)           Pursuant to this Exercise Notice, the
Company shall deliver to the Holder the number of Warrant Shares determined in
accordance with the terms of the Warrant.


 


(5)           By its delivery of this Exercise
Notice, the undersigned represents and warrants to the Company that in giving
effect to the exercise evidenced hereby the Holder will not beneficially own in
excess of the number of shares of Common Stock (as determined in accordance
with Section 13(d) of the Securities Exchange Act of 1934) permitted
to be owned under Section 11 of this Warrant to which this notice relates.


 


	
   

  	
   

  	
  HOLDER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Print
  name)

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


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WARRANT
ORIGINALLY ISSUED DECEMBER [        ], 2007


 


WARRANT NO.
 [      ]


 


FORM OF
ASSIGNMENT


 


To be completed and signed only upon transfer
of Warrant


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
                          
the right represented by the within Warrant to purchase
                          
shares of Common Stock to which the within Warrant relates and
appoints                                   
attorney to transfer said right on the books of the Company with full power of
substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
   

  	
  TRANSFEROR:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Print
  Name)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TRANSFEREE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Print
  Name)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Address
  of Transferee)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  In
  the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
							



 


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