exv4w20



 





EXHIBIT 4.20



Execution Version




     THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS, AND IN THE
CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE
SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.



ARTES MEDICAL, INC.




COMMON STOCK PURCHASE WARRANT




To Purchase 1,300,000 Shares of Common Stock




     THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received, Cowen Healthcare
Royalty Partners, L.P. (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 February
11, 2009 (the “Initial Exercise Date”) and on or prior to the close of business on the
fourth (4th) anniversary following the Initial Exercise Date (the “Termination Date”) but
not thereafter, to subscribe for and purchase from Artes Medical, Inc., a Delaware corporation (the
“Company”), up to 1,300,000 shares, subject to adjustment as set forth herein (the
“Warrant Shares”) of Common Stock, par value $0.001 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 $5.00 subject to adjustment hereunder. The Exercise Price
and the number of Warrant Shares for which the Warrant is exercisable 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 Note and Warrant Purchase Agreement (the “Note and
Warrant Purchase Agreement”), dated January 28, 2008, between the Company and the Holder.



     1. Title to Warrant. Prior to the Termination Date and subject to compliance with
applicable laws and Section 7 hereof, 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.



     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 in accordance with the terms of 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). The Company shall at all times reserve and keep available for
issue upon the exercise of this Warrant such number of its authorized but unissued Common Stock as
will be sufficient to permit the exercise in full of this Warrant.



     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 the surrender
of this Warrant and the Notice of Exercise annexed hereto duly executed, at the office of the
Company (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) to the
attention of the Chief Financial Officer and upon payment of the Exercise Price of the shares
thereby purchased the Holder shall be entitled to receive a certificate for the number of Warrant
Shares so purchased. Payment of the Exercise Price may be made at the option of the Holder by (i)
by wire transfer or cashier’s check drawn on a United States bank of United States dollars or (ii)
the surrender and cancellation of Warrant Shares issuable upon such exercise of this Warrant (i.e.
on a “cashless exercise” basis), in which event the Company shall issue to the Holder a number of
shares of Common Stock computed using the following formula:




	 	 	 
	 

	 	Y (A - B)
	 

	 	 
		X =	A






     Where:



          X = The net number of shares of Common Stock to be issued to the Holder pursuant to the
election to exercise;




          Y = The gross number of shares of Common Stock in respect of which the election to exercise is
made;




          A = The average of the Market Price of one share of the Common Stock for the ten (10) Trading
Days immediately prior to the date of exercise; and




          B = The Exercise Price.



“Market Price” shall mean the closing sale price of the Company’s Common Stock as reported
on the Nasdaq Stock Market, or if not then traded on the Nasdaq Stock Market, such closing sale or
bid price as reported on any exchange over which the Company’s Common Stock may then be traded, or
if not then traded over any exchange, then the market price of the Company’s Common Stock shall be
the fair market value of the Company’s Common Stock as determined in good faith by the Board of
Directors of the Company. Certificates for shares purchased hereunder shall be delivered to the
Holder (at an address in the United States specified by the Holder) within five (5) Trading Days
after the date on which this Warrant shall have been exercised as aforesaid or the Company shall instruct its transfer agent to register the shares
purchased hereunder in book entry form within five (5) Trading Days after the date on which this
Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised
and such certificate or certificates (or book entry shares) shall be deemed to have


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been issued, and the Holder or any other person so designated to be named therein shall be deemed to have
become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised
by payment to the Company of the Exercise Price, delivery of the required documentation and all
taxes required to be paid by the Holder, if any, pursuant to Section 5 hereof prior to the issuance
of such shares, have been paid. For purposes of this Warrant, a “Trading Day” shall mean
any day on which the national securities exchange or the national market system of the NASD are
open for trading.




          (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 the Holder a
new Warrant evidencing the rights of the 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) The Holder understands that, until such time as the Registration Statement has been
declared effective or the Warrant Shares may be sold pursuant to Rule 144 under the Securities Act
without any restriction as to the number of securities as of a particular date that can then be
immediately sold, the certificates representing any Warrants Shares issued upon exercise of this
Warrant will bear a restrictive legend in substantially the following form:





“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT
BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER
JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION,
UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER
THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.”



     For purposes of clarity, Warrants Shares issued upon exercise of this Warrant shall bear the
restrictive legend provided in this Section 3(c) until the Holder is ready to sell or otherwise
transfer such shares under Registration Statement.



          (d) If the Company shall fail for any reason or for no reason to issue to the Holder (at an
address in the United States specified by the Holder) within five (5) Trading Days
after the date the Warrant is validly exercised by payment to the Company of the Exercise
Price, delivery of the required documentation and payment of all taxes required to be paid by the
Holder, if any, pursuant to Section 5 hereof (a “Valid Exercise”), a certificate for the
number of Warrant Shares to which the Holder is entitled and register such Warrant Shares on




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the Company’s share register or instruct its transfer agent to register in book entry form the number
of Warrant Shares to which the Holder is entitled or to credit the Holder’s balance account with
the Depository Trust Company (“DTC”) for such number of Warrant Shares to which the Holder
is entitled upon the Holder’s exercise of this Warrant, then, in addition to all other remedies
available to the Holder, the Company shall pay in cash to the Holder on each day after such third
(3rd) Trading Day that the issuance of such shares of Common Stock is not timely effected an amount
equal to 2.0% of the product of (A) the number of Warrant Shares not issued to the Holder on a
timely basis and to which the Holder is entitled and (B) the closing sale price of the Common Stock
on the Trading Day immediately preceding the last possible date which the Company could have issued
such Warrant Shares to the Holder without violating this Section 3(e) hereof (the “Delivery
Date Price”); provided, however, that in no event shall the Company be
obligated to pay damages pursuant to this sentence in an aggregate amount that exceeds 100% of the
Delivery Date Price per Warrant Share. In addition to the foregoing, if within five (5) Trading
Days after the date of a Valid Exercise the Company shall fail to issue and deliver a certificate
to the Holder (at an address in the United States specified by the Holder) and register such
Warrant Shares on the Company’s share register, or instruct its transfer agent to register in book
entry form the number of Warrant Shares to which the Holder is entitled or credit the Holder’s
balance account with DTC for the number of Warrant Shares to which the Holder is entitled upon the
Holder’s exercise hereunder, and if on or after such Trading Day 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 Warrant Shares issuable upon such exercise that the Holder anticipated receiving from the
Company, then the Company shall, within five (5) Trading Days after the Holder’s request 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 Holder’s
total purchase price (including brokerage commissions, if any) for the shares of Common Stock so
purchased over the product of (A) such number of shares of Common Stock, times (B) the Delivery
Date Price.




     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
which the 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 Market Price of one share of the Common Stock for the ten (10) Trading Days immediately
prior to the date of exercise of this Warrant.



     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
(provided the Holder has complied with the restrictions on transfer set forth herein) 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.



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     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) hereof, as to any transfer which 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) Prior to, and as a condition of, any transfer of this Warrant, the Holder or transferee of
this Warrant, as the case may be must (i) furnish to the Company a written opinion of counsel
(which opinion shall be reasonably acceptable to the Company and in form, substance and scope
customary for opinions of counsel in comparable transactions) 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) execute and deliver to the Company an investment letter in form and substance
reasonably acceptable to the Company and (iii) qualify as an “accredited investor” as defined in
Rule 501(a) promulgated under the Securities Act.




     8. No Rights as Stockholder until Exercise. This Warrant does not entitle the Holder
to any voting rights or other rights as a stockholder of the Company prior to the exercise hereof.
Upon the surrender of this Warrant and the payment of the aggregate Exercise Price, 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.



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     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. Adjustments of Exercise Price and Number of Warrant Shares. 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 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 of (i) any capital reorganization or reclassification, (ii) any consolidation or merger to
which the Company is a party other than a merger or consolidation in which the Company is the
continuing corporation, (iii) any sale or conveyance to another entity of the property of the
Company as an entirety or substantially as an entirety, or (iv) any statutory exchange of
securities with another corporation (including any exchange effected in connection with a merger of
a third corporation into the Company) (each, a “Fundamental Transaction”), the Holder of
this Warrant shall have the right thereafter to receive on the exercise of this
Warrant the kind and amount of securities, cash or other property which the Holder would have
owned or have been entitled to receive immediately after such Fundamental Transaction had this
Warrant been exercised immediately prior to the effective date of such Fundamental



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Transaction and in any such case, if necessary, appropriate adjustment shall be made in the application of the
provisions set forth in Section 11 hereof with respect to the rights and interests thereafter of
the Holder of this Warrant to the end that the provisions set forth in Section 11 hereof shall
thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any
shares of stock or other securities or property thereafter deliverable on the exercise of this
Warrant. The above provisions of this Section 12 shall similarly apply to successive Fundamental
Transactions. The Company shall require the issuer of any shares of stock or other securities or
property thereafter deliverable on the exercise of this Warrant to be responsible for all of the
agreements and obligations of the Company hereunder. Notice of any such Fundamental Transaction
and of said provisions so proposed to be made, shall be mailed to the Holder of this Warrant not
less than twenty (20) days prior to such event. A sale of all or substantially all of the assets
of the Company for a consideration consisting primarily of securities shall be deemed a
consolidation or merger for the foregoing purposes.



     13. 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.



     14. Notice of Distribution. If the Board of Directors of the Company shall declare
any dividend or other distribution with respect to its Common Stock other than a cash distribution
out of earned surplus, the Company shall mail notice thereof to the Holder of this Warrant not less
than ten (10) days prior to the record date fixed for determining stockholders entitled to
participate in such dividend or other distribution. Each such written notice shall be sufficiently
given if addressed to the Holder at the last address of the Holder appearing on the books of the
Company and delivered in accordance with Section 17(d) hereof.



     15. Investors Rights Agreement. The Common Stock issuable upon exercise of this
Warrant shall constitute Registrable Securities (as such term is defined in the Investors Rights
Agreement of even date herewith between the Holder and the Company (the “Investors Rights
Agreement”)). The original Holder of this Warrant, and any valid transferees thereof pursuant
to the Investors Rights Agreement, shall be entitled to all of the benefits afforded to a holder of
any Registrable Securities under the Investors Rights Agreement and such holder, by its acceptance
of this Warrant, agrees to be bound by and to comply with the terms and conditions of the Investors
Rights Agreement applicable to the holder as a holder of Registrable Securities.



     16. Miscellaneous.



          (a) Jurisdiction. This Warrant shall constitute a contract under the laws of the
State of Delaware.




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          (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. No course of dealing or any delay or failure to exercise any right
hereunder on the part of the Holder shall operate as a waiver of such right or otherwise prejudice
the Holder’s rights, powers or remedies, notwithstanding all rights hereunder terminate on the
Termination Date.




          (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 Note and Warrant Purchase Agreement; provided, that upon any permitted
assignment of this Warrant, the assignee shall promptly provide the Company with its contact
information.




          (e) Limitation of Liability. No provision hereof, in the absence of any affirmative
action by the Holder to exercise this Warrant or purchase Warrant Shares, and no enumeration herein
of the rights or privileges of the Holder, shall give rise to any liability of the 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) 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 the Holder.




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




          (h) 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.




          (i) 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: February 12, 2008




	 	 	 	 	 
	 	ARTES MEDICAL, INC.

 	 
	 	By:  	/s/ Diane S. Goostree
 	 
	 	 	Name:  	Diane S. Goostree 	 
	 	 	Title:  	President & CEO 	 



SIGNATURE PAGE TO

COMMON STOCK PURCHASE WARRANT UNDER THE

NOTE AND WARRANT PURCHASE AGREEMENT






 









 








NOTICE OF EXERCISE




To: Artes Medical, Inc.





     1. The undersigned hereby elects to purchase                      Warrant Shares of Artes Medical, Inc.
pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price
for such Warrant Shares in full, together with all applicable transfer taxes, if any. Payment
shall take the form of lawful money of the United States.



     2. The undersigned hereby elects to exercise the attached Warrant into Warrant Shares of Artes
Medical, Inc. through “cashless exercise” in the manner specified in the Warrant. This exercise is
made with respect to                      of the Warrant Shares covered by the Warrant.



     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.



	 	 	 	 	 
	 	[PURCHASER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	  	 	 
	 	Date:  	 	 



 









 






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.