EXHIBIT 4.3


NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE
SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
(I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF
COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY
ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
(II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER
SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES.


SERIES B COMMON STOCK PURCHASE WARRANT


RODMAN & RENSHAW CAPITAL GROUP, INC.


Warrant Shares:
[_______]                                   
                                   
                                   
                             Initial Exercise Date: October 31, 2011


                    THIS
SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that,
for value received, _____________ or its assigns (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 date hereof (the
“Initial Exercise Date”) and on or prior to the close of business on
October 31, 2013 (the “Termination Date”) but not thereafter, to
subscribe for and purchase from Rodman & Renshaw Capital Group, Inc., a
Delaware corporation (the “Company”), up to ______ shares (as subject to
adjustment hereunder, the “Warrant Shares”) of Common Stock. The
purchase price of one share of Common Stock under this Warrant shall be equal
to the Exercise Price, as defined in Section 2(b).


          Section
1. Definitions. Capitalized
terms used and not otherwise defined herein shall have the meanings set forth
in that certain Securities Purchase Agreement (the “Purchase Agreement”),
dated October 31, 2011, among
the Company and the purchasers signatory thereto.


          Section
2. Exercise.


	
  

 	
  

 
	
  

 	
           a)
 Exercise of Warrant. Exercise of the purchase rights represented by
 this Warrant may be made, in whole or in part, at any time or times on or
 after the Initial Exercise Date and on or before the Termination Date by
 delivery to 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
 the Holder appearing on the books of the Company) of a duly executed
 facsimile copy of the Notice of Exercise form annexed

 


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 hereto (the “Notice
 of Exercise”). Within three (3) Trading Days following the date of
 exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price
 for the shares specified in the applicable Notice of Exercise by wire
 transfer or cashier’s check drawn on a United States bank unless the cashless
 exercise procedure specified in Section 2(c) below is specified in the
 applicable Notice of Exercise. Notwithstanding anything herein to the
 contrary, the Holder shall not be required to physically surrender this
 Warrant to the Company until the Holder has purchased all of the Warrant
 Shares available hereunder and the Warrant has been exercised in full, in
 which case, the Holder shall surrender this Warrant to the Company for
 cancellation within three (3) Trading Days of the date the final Notice of
 Exercise is delivered to the Company. Partial exercises of this Warrant resulting
 in purchases of a portion of the total number of Warrant Shares available
 hereunder shall have the effect of lowering the outstanding number of Warrant
 Shares purchasable hereunder in an amount equal to the applicable number of
 Warrant Shares purchased. The Holder and the Company shall maintain records
 showing the number of Warrant Shares purchased and the date of such
 purchases. The Company shall deliver any objection to any Notice of Exercise
 within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this
 Warrant, acknowledge and agree that, by reason of the provisions of this
 paragraph and the issuance limit forth in Section 2(f), the number of Warrant
 Shares available for purchase hereunder at any given time may be less than
 the amount stated on the face hereof.

 
	
  

 	
  

 
	
  

 	
           b)
Exercise Price. The
exercise price per share of the Common Stock under this Warrant shall be
$1.50, subject to adjustment hereunder (the “Exercise Price”). 

 
	
  

 	
  

 
	
  

 	
           c)
 Cashless Exercise. If at any time after the earlier of (i) the
 six-month anniversary of the date of the Purchase Agreement and (ii) the
 completion of the then-applicable holding period required by Rule 144, or any
 successor provision then in effect, there is no effective Registration
 Statement registering, or the prospectus contained therein is not available
 for, the resale of the Warrant Shares by the Holder into the market at market
 prices from time to time on a continuous basis, then this Warrant may also be
 exercised, in whole or in part, at such time by means of a “cashless
 exercise” in which the Holder shall be entitled to receive a certificate for
 the number of Warrant Shares equal to the quotient obtained by dividing
 [(A-B) (X)] by (A), where:

 






	
  

 	
  

 	
  

 
	
  

 	
 (A) =

 	
 the VWAP (as defined in
 the Debentures) of the Common Stock on the Trading Day immediately preceding
 the date on which Holder elects to exercise this Warrant by means of a
 “cashless exercise,” as set forth in the applicable Notice of Exercise;

 
	
  

 	
  

 	
  

 
	
  

 	
 (B) =

 	
 the Exercise Price of
 this Warrant, as adjusted hereunder; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (X) =

 	
 the number of Warrant
 Shares that would be issuable upon exercise of this Warrant in accordance
 with the terms of this Warrant if such exercise were by means of a cash
 exercise rather than a cashless exercise, or if only a portion of this
 Warrant is being exercised, the portion of this Warrant being exercised (as
 of the date of calculation).

 


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 d) Mechanics of
 Exercise. 

 
	
  

 	
  

 
	
  

 	
  

 	
           i.
 Delivery of Certificates Upon Exercise. Certificates for shares
 purchased hereunder shall be transmitted by the Transfer Agent to the Holder
 by crediting the account of the Holder’s prime broker with The Depository
 Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”)
 if the Company is then a participant in such system and either (A) there is
 an effective registration statement permitting the issuance of the Warrant
 Shares to or resale of the Warrant Shares by the Holder or (B) the shares are
 eligible for resale by the Holder without volume or manner-of-sale
 limitations pursuant to Rule 144, and otherwise by physical delivery to the
 address specified by the Holder in the Notice of Exercise by the date that is
 the latest of (A) three (3) Trading Days after the delivery to the Company of
 the Notice of Exercise and (B) one (1) Trading Day after payment of the
 aggregate Exercise Price as set forth above (including by cashless exercise,
 if permitted) (such date, the “Warrant Share Delivery Date”). Upon
 delivery of an Exercise Notice, the Holder shall be deemed for all corporate
 purposes to have become the holder of record of the Warrant Shares with
 respect to which this Warrant has been exercised, irrespective of the date
 such Warrant Shares are credited to the Holder’s DTC account or the date of
 delivery of the certificates evidencing such Warrant Shares (as the case may
 be).

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           ii.
 Delivery of New Warrants Upon Exercise. If this Warrant shall have
 been exercised in part, the Company shall, at the request of a Holder and
 upon surrender of this Warrant certificate, 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.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           iii.
 Rescission Rights. If the Company fails to cause the Transfer Agent to
 transmit to the Holder a certificate or the certificates representing the
 Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery
 Date, then the Holder will have the right to rescind such exercise.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           iv.
 Compensation for Buy-In on Failure to Timely Deliver Certificates Upon
 Exercise. In addition to any other rights available to the Holder, if the
 Company fails to cause the Transfer Agent to transmit to the Holder a
 certificate or the certificates representing the Warrant Shares pursuant to
 an exercise on or before the Warrant Share Delivery Date, and if after such
 date the Holder is required by its broker to purchase (in an open market
 transaction or otherwise) or the Holder’s

 


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 brokerage firm
 otherwise purchases, 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 (A)
 pay in cash to the Holder the amount, if any, by which (x) the Holder’s total
 purchase price (including brokerage commissions, if any) for the shares of
 Common Stock so purchased exceeds (y) the amount obtained by multiplying (1)
 the number of Warrant Shares that the Company was required to deliver to the
 Holder in connection with the exercise at issue times (2) the price at which
 the sell order giving rise to such purchase obligation was executed, and (B)
 at the option of the Holder, either reinstate the portion of the Warrant and
 equivalent number of Warrant Shares for which such exercise was not honored
 (in which case such exercise shall be deemed rescinded) or deliver to the
 Holder the number of shares of Common Stock that would have been issued had
 the Company timely complied with its exercise and delivery obligations
 hereunder. For example, if the Holder purchases Common Stock having a total
 purchase price of $11,000 to cover a Buy-In with respect to an attempted
 exercise of shares of Common Stock with an aggregate sale price giving rise
 to such purchase obligation of $10,000, under clause (A) of the immediately
 preceding sentence the Company shall be required to pay the Holder $1,000.
 The Holder shall provide the Company written notice indicating the amounts
 payable to the Holder in respect of the Buy-In and, upon request of the
 Company, evidence of the amount of such loss. 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.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           v.
 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, at its election,
 either pay a cash adjustment in respect of such final fraction in an amount
 equal to such fraction multiplied by the Exercise Price or round up to the
 next whole share.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           vi.
 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, the Notice of 

 


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 Exercise when delivered
 upon exercise of this Warrant 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.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           vii.
 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.

 






	
  

 	
  

 	
  

 
	
  

 	
           e)
 Holder’s Exercise Limitations. Notwithstanding anything to the
 contrary contained in this Warrant, this Warrant shall not be exercisable by
 the Holder hereof to the extent (but only to the extent) that the Holder or
 any of its affiliates would beneficially own in excess of 4.9% (the “Maximum
 Percentage”) of the Common Stock. To the extent the above limitation
 applies, the determination of whether this Warrant shall be exercisable
 (vis-à-vis other convertible, exercisable or exchangeable securities owned by
 the Holder or any of its affiliates) and of which such securities shall be
 exercisable (as among all such securities owned by the Holder) shall, subject
 to such Maximum Percentage limitation, be determined on the basis of the
 first submission to the Company for conversion, exercise or exchange (as the
 case may be). No prior inability to exercise this Warrant pursuant to this
 paragraph shall have any effect on the applicability of the provisions of
 this paragraph with respect to any subsequent determination of
 exercisability. For the purposes of this paragraph, beneficial ownership and
 all determinations and calculations (including, without limitation, with
 respect to calculations of percentage ownership) shall be determined in
 accordance with Section 13(d) of the Exchange Act and the rules and
 regulations promulgated thereunder. The provisions of this paragraph shall be
 implemented in a manner otherwise than in strict conformity with the terms of
 this paragraph to correct this paragraph (or any portion hereof) which may be
 defective or inconsistent with the intended Maximum Percentage beneficial
 ownership limitation herein contained or to make changes or supplements
 necessary or desirable to properly give effect to such Maximum Percentage
 limitation. The limitations contained in this paragraph shall apply to a
 successor Holder of this Warrant. The holders of Common Stock shall be third
 party beneficiaries of this paragraph and the Company may not waive this
 paragraph without the consent of holders of a majority of its Common Stock.
 For any reason at any time, upon the written or oral request of the Holder, the
 Company shall within one (1) Business Day confirm orally and in writing to
 the Holder the number of shares of Common Stock then outstanding, including
 by virtue of any prior conversion or exercise of convertible or exercisable
 securities into Common Stock, including, without limitation, pursuant to this
 Warrant or securities issued pursuant to the Purchase Agreement.

 
	
  

 	
  

 
	
  

 	
           f)
 Issuance Limit. Notwithstanding anything to the contrary contained in
 this Warrant (but subject to Section 2(e)), the maximum number of Warrant
 Shares for which this Warrant may be exercised at any specific time by 

 


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 the Holder shall be
 equal to the difference (but not below zero) between (i) the product of (1)
 the Face Warrant Share Amount (as defined below) times (2) the Debenture
 Multiplier (as defined below), minus (ii) the Prior Aggregate Exercise Amount
 (as defined below) (such difference, the “Current Available Amount”).
 The foregoing determination shall be made upon each receipt of an Exercise
 Notice hereunder and no inability to exercise as of any specific time as a
 result of this Section 2(f) shall affect any future determination of
 exercisability as of any other time. In the event that the Holder shall sell
 or otherwise transfer all or any portion of this Warrant, the Company’s board
 of directors shall in good faith make equitable adjustments with respect to
 the Current Available Amount (and the components thereof) to properly give
 effect to such sale of transfer, provided further that if the Holder does not
 accept such adjustments, then the Company’s board of directors and the Holder
 shall agree, in good faith, upon an independent investment bank of nationally
 recognized standing to make such appropriate adjustments, whose determination
 shall be final and binding and whose fees and expenses shall be borne by the
 Company. For purposes of this Section 2(f) and this Warrant, the following
 terms shall have the following meanings:

 






	
  

 	
  

 	
  

 
	
  

 	
  

 	
           a.
 “Debenture Multiplier” is equal to the quotient of (i) the Prior
 Aggregate Prepayment Amounts (as defined below) divided by (ii) the original
 principal amount of the Holder’s Debenture.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           b.
 “Face Warrant Share Amount” means the number of Warrant Shares for
 which this Warrant is initially exercisable (as set forth on the first page
 of this Warrant), disregarding the issuance limit set forth in this Section
 2(f), as adjusted for any of the events described in Section 3(a) (as if such
 adjustment were applicable to the full amount of such number of Warrant Shares
 and disregarding any prior exercises of this Warrant).

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           c.
 “Prior Aggregate Exercise Amount” is, as of the applicable time of
 determination, equal to the aggregate number of Warrant Shares for which this
 Warrant has theretofore been exercised (and not including the exercise in
 question), as adjusted for any of the events described in Section 3(a) (as if
 such adjustment were applicable to the full amount of such number of Warrant
 Shares so previously acquired upon exercises of this Warrant).

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           d.
 “Prior Aggregate
Prepayment Amounts” is, as of the applicable time of determination, equal to the sum of (i) the sum of all payments of
principal pursuant to Company Redemptions (as defined in the Holder’s Debenture) theretofore actually made by the Company
in accordance with Section 2(d) of the Holder’s Debenture and (ii) the sum of all payments of principal pursuant to Mandatory
Redemptions (as defined in the Holder’s Debenture) theretofore actually made by the Company in accordance with Section 6
of the Holder’s Debenture.

 


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           g)
 Principal Market Regulation. The Company shall not issue any shares of
 Common Stock upon exercise of this Warrant if the issuance of such shares of
 Common Stock would exceed the aggregate number of shares of Common Stock
 which the Company may issue upon conversion or exercise (as the case may be)
 of the Debentures and the Series B Warrants without breaching the Company’s
 obligations under the rules or regulations of the Principal Market (the
 number of shares which may be issued without violating such rules and
 regulations, the “Exchange Cap”), except that such limitation shall
 not apply in the event that the Company (A) obtains the approval of its
 stockholders as required by the applicable rules of the Principal Market for
 issuances of shares of Common Stock in excess of such amount or (B) obtains a
 written opinion from outside counsel to the Company that such approval is not
 required, which opinion shall be reasonably satisfactory to the Holder. Until
 such approval or such written opinion is obtained, no Purchaser shall be issued
 in the aggregate, upon exercise or conversion (as the case may be) of any
 Series B Warrants or any of the Debentures, shares of Common Stock in an
 amount greater than the product of (i) the Exchange Cap multiplied by (ii)
 the quotient of (1) the original principal amount of Debentures issued to
 such Purchaser pursuant to the Purchase Agreement on the Original Issue Date
 (as defined in the Debentures) divided by (2) the aggregate original
 principal amount of all Debentures issued to the Purchasers pursuant to the
 Purchase Agreement on the Original Issue Date (with respect to each
 Purchaser, the “Exchange Cap Allocation”). In the event that any
 Purchaser shall sell or otherwise transfer any of such Purchaser’s Series B
 Warrants, the transferee shall be allocated a pro rata portion of such
 Purchaser’s Exchange Cap Allocation with respect to such portion of such
 Series B Warrants so transferred, and the restrictions of the prior sentence
 shall apply to such transferee with respect to the portion of the Exchange
 Cap Allocation so allocated to such transferee. Upon exercise and conversion
 in full of a holder’s Series B Warrants and Debentures, the difference (if
 any) between such holder’s Exchange Cap Allocation and the number of shares
 of Common Stock actually issued to such holder upon such holder’s exercise in
 full of such Series B Warrants and such holder’s conversion in full of such
 Debentures shall be allocated to the respective Exchange Cap Allocations of
 the remaining holders of Series B Warrants and Debentures on a pro rata basis
 in proportion to the shares of Common Stock underlying the Series B Warrants
 and Debentures then held by each such holder.

 


          Section
3. Certain Adjustments.


	
  

 	
  

 
	
  

 	
           a)
 Stock Dividends and Splits. If the Company, at any time while this
 Warrant is outstanding: (i) pays a stock dividend or otherwise makes a
 distribution or distributions on shares of its Common Stock or any other
 equity or equity equivalent securities payable in shares of Common Stock
 (which, for avoidance of doubt, shall not include any shares of Common Stock
 issued by the Company upon exercise of this Warrant), (ii) subdivides
 outstanding shares of Common Stock into a larger number of shares, (iii)
 combines (including by way of reverse stock split) outstanding shares of
 Common Stock into a smaller number of shares or (iv) issues by
 reclassification of shares 

 


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 of the Common Stock any
 shares of capital stock of the Company, then in each case the Exercise Price
 shall be multiplied by a fraction of which the numerator shall be the number
 of shares of Common Stock (excluding treasury shares, if any) outstanding
 immediately before such event and of which the denominator shall be the
 number of shares of Common Stock outstanding immediately after such event,
 and the number of shares issuable upon exercise of this Warrant shall be
 proportionately adjusted such that the aggregate Exercise Price of this
 Warrant shall remain unchanged. Any adjustment made pursuant to this Section
 3(a) shall become effective immediately after the record date for the
 determination of stockholders entitled to receive such dividend or
 distribution and shall become effective immediately after the effective date
 in the case of a subdivision, combination or re-classification.

 
	
  

 	
  

 
	
  

 	
           b)
 Subsequent Rights Offerings. In addition to any adjustments pursuant
 to Section 3(a) above, if at any time the Company grants, issues or sells any
 Common Stock Equivalents or rights to purchase stock, warrants, securities or
 other property pro rata to the record holders of any class of shares of
 Common Stock (the “Purchase Rights”), then the Holder will be entitled
 to acquire, upon the terms applicable to such Purchase Rights, the aggregate
 Purchase Rights which the Holder could have acquired if the Holder had held
 the number of shares of Common Stock acquirable upon complete exercise of
 this Warrant (without regard to any limitations on exercise hereof, including
 without limitation, the Maximum Percentage) immediately before the date on
 which a record is taken for the grant, issuance or sale of such Purchase
 Rights, or, if no such record is taken, the date as of which the record
 holders of shares of Common Stock are to be determined for the grant, issue
 or sale of such Purchase Rights (provided, however, to the extent that the
 Holder’s right to participate in any such Purchase Right would result in the
 Holder exceeding the Maximum Percentage, then the Holder shall not be
 entitled to participate in such Purchase Right to such extent (or beneficial
 ownership of such shares of Common Stock as a result of such Purchase Right
 to such extent) and such Purchase Right to such extent shall be held in
 abeyance for the Holder until such time, if ever, as its right thereto would
 not result in the Holder exceeding the Maximum Percentage, provided further,
 such Purchase Right shall be held in abeyance for the benefit of the Holder
 until such time as the Holder exercises this Warrant (whether in whole or in
 part), and subject to the foregoing proviso, upon each exercise of this
 Warrant the Company shall distribute such Purchase Right to the Holder with
 respect to each Warrant Share for which this Warrant is so exercised until
 such time as this Warrant has been exercised in full). 

 
	
  

 	
  

 
	
  

 	
           c)
 Pro Rata Distributions. If the Company, at any time while this Warrant
 is outstanding, shall declare or make any dividend or other distribution of
 its assets (or rights to acquire its assets) to holders of shares of Common
 Stock, by way of return of capital or otherwise (including, without
 limitation, any distribution of cash, stock or other securities, property or
 options by way of a dividend, spin off, reclassification, corporate
 rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
 at any time after the issuance of this Warrant, then, in each such case, the
 Holder shall be entitled to participate in such Distribution to the same
 extent that the Holder would have participated therein if the Holder had held
 the number of shares of Common Stock acquirable upon complete exercise of
 this Warrant (without regard to any limitations on 

 


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 exercise hereof,
 including without limitation, the Maximum Percentage) immediately before the
 date on which a record is taken for such Distribution, or, if no such record
 is taken, the date as of which the record holders of shares of Common Stock
 are to be determined for the participation in such Distribution (provided,
 however, to the extent that the Holder’s right to participate in any such
 Distributions would result in the Holder exceeding the Maximum Percentage,
 then the Holder shall not be entitled to participate in such Distribution to
 such extent (or the beneficial ownership of any such shares of Common Stock
 as a result of such Distribution to such extent) and such Distribution to
 such extent shall be held in abeyance for the benefit of the Holder until
 such time, if ever, as its right thereto would not result in the Holder
 exceeding the Maximum Percentage, provided further that such Distribution shall
 be held in abeyance for the benefit of the Holder until such time as the
 Holder exercises this Warrant (whether in whole or in part), and subject to
 the foregoing proviso, upon each exercise of this Warrant the Company shall
 make such Distribution to the Holder with respect to each Warrant Share for
 which this Warrant is so exercised until such time as this Warrant has been
 exercised in full). If this Warrant expires unexercised in whole or in part,
 then the portion of any Distribution being so properly held in abeyance for
 the benefit of the Holder in accordance with the foregoing which relates
 solely to the expired unexercised portion of this Warrant shall remain with
 the Company.

 
	
  

 	
  

 
	
  

 	
           d)
 Fundamental Transaction. If, at any time while this Warrant is
 outstanding, a Fundamental Transaction (as defined in the Debentures) occurs,
 then, upon any subsequent exercise of this Warrant, the Holder shall have the
 right to receive, for each Warrant Share that would have been issuable upon
 such exercise immediately prior to the occurrence of such Fundamental
 Transaction, at the option of the Holder (without regard to any limitation in
 Section 2(e) on the 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 any additional consideration (the “Alternate
 Consideration”) receivable as a result of such Fundamental Transaction by
 a holder of the number of shares of Common Stock for which this Warrant is exercisable
 immediately prior to such Fundamental Transaction (without regard to any
 limitation in Section 2(e) on the exercise of this Warrant). For purposes of
 any such exercise, the determination of the Exercise Price shall be
 appropriately adjusted to apply to such Alternate Consideration based on the
 amount of Alternate Consideration issuable in respect of one share of Common
 Stock in such Fundamental Transaction, and the Company shall apportion the
 Exercise Price among the Alternate Consideration in a reasonable manner
 reflecting the relative value of any different components of the Alternate
 Consideration. If holders of Common Stock are given any choice as to the
 securities, cash or property to be received in a Fundamental Transaction,
 then the Holder shall be given the same choice as to the Alternate
 Consideration it receives upon any exercise of this Warrant following such
 Fundamental Transaction. The
 Company shall cause any successor entity in a Fundamental Transaction in
 which the Company is not the survivor (the “Successor Entity”) to
 assume in writing all of the obligations of the Company under this Warrant
 and the other Transaction Documents in accordance with the provisions of this
 Section 3(e) pursuant to written agreements in form and substance reasonably
 satisfactory to the Holder and approved by the Holder (without unreasonable
 delay) prior to such Fundamental Transaction and shall, at the option of the
 Holder, deliver to the Holder in 

 



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 exchange
 for this Warrant a security of the Successor Entity evidenced by a written
 instrument substantially similar in form and substance to this Warrant which
 is exercisable for a corresponding number of shares of capital stock of such
 Successor Entity (or its parent entity) equivalent to the shares of Common
 Stock acquirable and receivable upon exercise of this Warrant (without regard
 to any limitations on the exercise of this Warrant) prior to such Fundamental
 Transaction, and with an exercise price which applies the exercise price
 hereunder to such shares of capital stock (but taking into account the
 relative value of the shares of Common Stock pursuant to such Fundamental
 Transaction and the value of such shares of capital stock, such number of
 shares of capital stock and such exercise price being for the purpose of
 protecting the economic value of this Warrant immediately prior to the
 consummation of such Fundamental Transaction), and which is reasonably
 satisfactory in form and substance to the Holder. Upon the occurrence of any
 such Fundamental Transaction, the Successor Entity shall succeed to, and be
 substituted for (so that from and after the date of such Fundamental
 Transaction, the provisions of this Warrant and the other Transaction
 Documents referring to the “Company” shall refer instead to the Successor
 Entity), and may exercise every right and power of the Company and shall
 assume all of the obligations of the Company under this Warrant and the other
 Transaction Documents with the same effect as if such Successor Entity had
 been named as the Company herein. The provisions of this paragraph shall
 apply similarly and equally to successive Fundamental Transactions and shall
 be applied as if this Warrant (and any such subsequent warrants) were fully
 exercisable and without regard to any limitations on the exercise of this
 Warrant (provided that the Holder shall continue to be entitled to the
 benefit of the Maximum Percentage, applied however with respect to shares of
 capital stock registered under the Exchange Act and thereafter receivable
 upon exercise of this Warrant (or any such other warrant)).

 
	
  

 	
  

 
	
  

 	
           e)
 Calculations. All calculations under this Section 3 shall be made to
 the nearest cent or the nearest 1/100th of a share, as the case may be. For
 purposes of this Section 3, the number of shares of Common Stock deemed to be
 issued and outstanding as of a given date shall be the sum of the number of
 shares of Common Stock (excluding treasury shares, if any) issued and
 outstanding.

 
	
  

 	
  

 
	
  

 	
           f)
 Notice to Holder. 

 






	
  

 	
  

 	
  

 
	
  

 	
  

 	
           i.
 Adjustment to Exercise Price. Whenever the Exercise Price is adjusted
 pursuant to any provision of this Section 3, the Company shall promptly mail
 to the Holder a notice setting forth the Exercise Price after such adjustment
 and any resulting adjustment to the number of Warrant Shares and setting
 forth a brief statement of the facts requiring such adjustment. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           ii.
 Notice to Allow Exercise by Holder. If (A) the Company shall declare a
 dividend (or any other distribution in whatever form) on the Common Stock,
 (B) the Company shall declare a special nonrecurring cash dividend on or a
 redemption of the Common Stock, (C) the Company shall authorize the granting
 to all holders of the Common Stock rights or 

 


10









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 warrants to subscribe
 for or purchase any shares of capital stock of any class or of any rights,
 (D) the approval of any stockholders of the Company shall be required in
 connection with any reclassification of the Common Stock, any consolidation
 or merger to which the Company is a party, any sale or transfer of all or
 substantially all of the assets of the Company, or any compulsory share
 exchange whereby the Common Stock is converted into other securities, cash or
 property, or (E) the Company shall authorize the voluntary or involuntary
 dissolution, liquidation or winding up of the affairs of the Company, then,
 in each case, the Company shall cause to be mailed to the Holder at its last
 address as it shall appear upon the Warrant Register of the Company, at least
 20 calendar days prior to the applicable record or effective date hereinafter
 specified, a notice stating (x) the date on which a record is to be taken for
 the purpose of such dividend, distribution, redemption, rights or warrants,
 or if a record is not to be taken, the date as of which the holders of the
 Common Stock of record to be entitled to such dividend, distributions,
 redemption, rights or warrants are to be determined or (y) the date on which
 such reclassification, consolidation, merger, sale, transfer or share exchange
 is expected to become effective or close, and the date as of which it is
 expected that holders of the Common Stock of record shall be entitled to
 exchange their shares of the Common Stock for securities, cash or other
 property deliverable upon such reclassification, consolidation, merger, sale,
 transfer or share exchange; provided that the failure to mail such notice or
 any defect therein or in the mailing thereof shall not affect the validity of
 the corporate action required to be specified in such notice. To the extent
 that any notice provided hereunder constitutes, or contains, material,
 non-public information regarding the Company or any of the Subsidiaries, the
 Company shall simultaneously file such notice with the Commission pursuant to
 a Current Report on Form 8-K. The Holder shall remain entitled to exercise
 this Warrant during the period commencing on the date of such notice to the
 effective date of the event triggering such notice except as may otherwise be
 expressly set forth herein.

 


          Section
4. Transfer of Warrant.


	
  

 	
  

 
	
  

 	
           a)
 Transferability. Subject to compliance with any applicable securities
 laws and the conditions set forth in Section 4(d) hereof and to the
 provisions of Section 4.1 of the Purchase Agreement, this Warrant and all
 rights hereunder (including, without limitation, any registration rights) are
 transferable, in whole or in part, upon surrender of this Warrant at the
 principal office of the Company or its designated agent, 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,
 as applicable, 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 

 


11









	
  

 	
  

 
	
  

 	
 shall promptly be
 cancelled. The Warrant, if properly assigned in accordance herewith, may be
 exercised by a new holder for the purchase of Warrant Shares without having a
 new Warrant issued.

 
	
  

 	
  

 
	
  

 	
           b)
 New Warrants. 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 4(a), 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. All Warrants issued
 on transfers or exchanges shall be dated the Initial Exercise Date and shall
 be identical with this Warrant except as to the number of Warrant Shares issuable
 pursuant thereto. 

 
	
  

 	
  

 
	
  

 	
           c)
 Warrant Register. 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 hereof 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.

 
	
  

 	
  

 
	
  

 	
           d)
 Transfer Restrictions. 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 either (i) registered pursuant to an effective
 registration statement under the Securities Act and under applicable state
 securities or blue sky laws or (ii) eligible for resale without volume or
 manner-of-sale restrictions or current public information requirements
 pursuant to Rule 144, the Company may require, as a condition of allowing
 such transfer, that the Holder or transferee of this Warrant, as the case may
 be, comply with the provisions of Section 5.7 of the Purchase Agreement.

 
	
  

 	
  

 
	
  

 	
           e)
 Representation by the Holder. The Holder, by the acceptance hereof,
 represents and warrants that it is acquiring this Warrant and, upon any
 exercise hereof, will acquire the Warrant Shares issuable upon such exercise,
 for its own account and not with a view to or for distributing or reselling
 such Warrant Shares or any part thereof in violation of the Securities Act or
 any applicable state securities law, except pursuant to sales registered or
 exempted under the Securities Act.

 


          Section
5. Miscellaneous.


	
  

 	
  

 
	
  

 	
           a)
 No Rights as Stockholder Until Exercise. This Warrant does not entitle
 the Holder to any voting rights, dividends or other rights as a stockholder
 of the Company prior to the exercise hereof as set forth in Section 2(d)(i). 

 
	
  

 	
  

 
	
  

 	
           b)
 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 

 


12









	
  

 	
  

 	
  

 
	
  

 	
 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.

 
	
  

 	
  

 
	
  

 	
           c)
 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 not be a Business Day, then, such action may be taken or such
 right may be exercised on the next succeeding Business Day.

 
	
  

 	
  

 
	
  

 	
           d)
 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. 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 and payment for such Warrant Shares in accordance herewith, be duly
 authorized, validly issued, fully paid and nonassessable and free from all
 taxes, liens and charges created by the Company in respect of the issue
 thereof (other than taxes in respect of any transfer occurring
 contemporaneously with such issue). 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           Except
 and to the extent as waived or consented to by the Holder, the Company shall
 not by any action, including, without limitation, amending its certificate of
 incorporation or through any reorganization, transfer of assets,
 consolidation, merger, dissolution, issue or sale of securities or any other
 voluntary action, avoid or seek to avoid the observance or performance of any
 of the terms of this Warrant, but will at all times in good faith assist in
 the carrying out of all such terms and in the taking of all such actions as
 may be necessary or appropriate to protect the rights of Holder as set forth
 in this Warrant against impairment. Without limiting the generality of the
 foregoing, the Company will (i) not increase the par value of any Warrant
 Shares above the amount payable therefor upon such exercise immediately prior
 to such increase in par value, (ii) take all such action as may be necessary
 or appropriate in order that the Company may validly and legally issue fully
 paid and nonassessable Warrant Shares upon the exercise of this Warrant and
 (iii) use commercially reasonable efforts to obtain 

 


13









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 all such
 authorizations, exemptions or consents from any public regulatory body having
 jurisdiction thereof, as may be, necessary to enable the Company to perform
 its obligations under this Warrant.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           Before
 taking any action which would result in an adjustment in the number of
 Warrant Shares for which this Warrant is exercisable or in the Exercise
 Price, the Company shall obtain all such authorizations or exemptions
 thereof, or consents thereto, as may be necessary from any public regulatory
 body or bodies having jurisdiction thereof.

 
	
  

 	
  

 	
  

 
	
  

 	
           e)
 Jurisdiction. All questions concerning the construction, validity,
 enforcement and interpretation of this Warrant shall be determined in
 accordance with the provisions of the Purchase Agreement.

 
	
  

 	
  

 
	
  

 	
           f)
 Restrictions. The Holder acknowledges that the Warrant Shares acquired
 upon the exercise of this Warrant, if not registered and the Holder does not
 utilize cashless exercise, may have restrictions upon resale imposed by state
 and federal securities laws.

 
	
  

 	
  

 
	
  

 	
           g)
 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 the Holder’s rights, powers or
 remedies. Without limiting any other provision of this Warrant or the
 Purchase Agreement, 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 the 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,
 incurred by the Holder in collecting any amounts due pursuant hereto or in
 otherwise enforcing any of its rights, powers or remedies hereunder.

 
	
  

 	
  

 
	
  

 	
           h)
 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 Purchase Agreement.

 
	
  

 	
  

 
	
  

 	
           i)
 Limitation of Liability. No provision hereof, in the absence of any
 affirmative action by the Holder to exercise this Warrant to 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.

 
	
  

 	
  

 
	
  

 	
           j)
 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 and not to assert the defense in any action for
 specific performance that a remedy at law would be adequate.

 


14









	
  

 	
  

 	
  

 
	
  

 	
           k)
 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 and permitted assigns of the
 Company and the successors and permitted assigns of Holder. The provisions of
 this Warrant are intended to be for the benefit of any Holder from time to
 time of this Warrant and shall be enforceable by the Holder or holder of
 Warrant Shares.

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           m)
 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.

 
	
  

 	
  

 
	
  

 	
           n)
 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.

 


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


 (Signature Page Follows)


15





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


	
  

 	
  

 	
  

 
	
  

 	
 RODMAN
 & RENSHAW CAPITAL GROUP, INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 


16






NOTICE OF EXERCISE


TO:     RODMAN
& RENSHAW CAPITAL GROUP, INC.


                    (1)
The undersigned hereby elects to purchase ________ Warrant Shares of the
Company pursuant to the terms of its Series B Warrant, 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 (check applicable box):


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 [  ] in lawful money of
 the United States; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 [ ] if permitted the
 cancellation of such number of Warrant Shares as is necessary, in accordance
 with the formula set forth in subsection 2(c), to exercise this Warrant with
 respect to the maximum number of Warrant Shares purchasable pursuant to the
 cashless exercise procedure set forth in subsection 2(c).

 


                    (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 DWAC Account Number or by physical delivery of a
certificate to:


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	

 


 	
  

 


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


[SIGNATURE OF HOLDER]


	
  

 
	
 Name of Investing Entity: _________________________________________________________________________________________________________

 
	
 Signature
 of Authorized Signatory of Investing Entity: ___________________________________________________________________________________

 
	
 Name of Authorized Signatory:
 _____________________________________________________________________________________________________

 
	
 Title of Authorized Signatory:
 ______________________________________________________________________________________________________

 
	
 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, [____ all of or [_______ shares of the foregoing Series B
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.