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Exhibit 4.4    
    


NEITHER
THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN
COMPLIANCE WITH RULE 144 UNDER SAID ACT OR WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS
NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION. 


 
 

AMENDED AND RESTATED
  WARRANT TO PURCHASE STOCK    
    



	Corporation:	 	Genoptix, Inc.
	Number of Shares and Classes of Stock:	 	8,931 shares of Series 1-A Preferred Stock
	Initial Exercise Price:	 	$1.33
	Issue Date:	 	July 29, 2002
	Amendment Date:	 	August 30, 2004





THIS
AMENDED AND RESTATED WARRANT TO PURCHASE STOCK (this "Warrant") CERTIFIES THAT, for value received, General Electric Capital Corporation ("Holder") is entitled to subscribe for and purchase Eight
Thousand Nine Hundred Thirty One (8,931) fully paid and nonassessable shares of the Series 1-A Preferred Stock (the "Shares" or the "Preferred Stock") of Genoptix, Inc., a
Delaware corporation (the "Company"), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term
"Series 1-A Preferred Stock" shall mean the Company's presently authorized Series 1-A Preferred Stock and any stock into which such Series 1-A
Preferred Stock may hereafter be converted or exchanged. 


1.    Warrant Price.    The Warrant Price shall initially be one and 33/100 dollars ($1.33) per share, subject to adjustment as
provided in Section 7 below. 


2.    Conditions to Exercise.    The purchase right represented by this Warrant may be exercised at any time, or from time to time,
in whole or in part during the term commencing on the date hereof and ending at 5:00 P.M. Pacific time on the seventh anniversary of the Issue Date, unless terminated earlier pursuant to
Section 15 hereof. 


3.    Method of Exercise; Payment; Issuance of Shares; Issuance of New Warrant.    


        (a)    Cash Exercise.    Subject to Section 2 hereof, the purchase right represented by this Warrant may be
exercised by the Holder hereof, in whole or in part, by the surrender of this Warrant (with a duly executed Notice of Exercise in the form attached hereto) at the principal office of the Company (as
set forth in Section 19 below) and by payment to the Company, by check, of an amount equal to the then applicable Warrant Price per share multiplied by the number of shares then being
purchased. In the event of any exercise of the rights represented by this Warrant, certificates for the shares of stock so purchased shall be in the name of, and delivered to, the Holder hereof, or as
such Holder may direct (subject to the terms of transfer contained herein). Such delivery shall be made within 30 days after exercise of the Warrant and at the Company's expense and, unless
this Warrant has been fully 


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exercised
or expired, a new Warrant having terms and conditions substantially identical to this Warrant and representing the portion of the Shares, if any, with respect to which this Warrant shall not
have been exercised, shall also be issued to the Holder hereof within 30 days after exercise of the Warrant. 


        (b)    Net Issue Exercise.    In lieu of exercising this Warrant pursuant to Section 3(a), Holder may elect to
receive shares equal to the value of this Warrant (or of any portion thereof remaining unexercised) by surrender of this Warrant at the principal office of the Company together with notice of such
election, in which event the Company shall issue to Holder the number of shares of the Company's Preferred Stock computed using the following formula: 



	X =	 	Y (A-B)
 A	 	 






        Where
X = the number of shares of Preferred Stock to be issued to Holder. 


        Y =
the number of shares of Preferred Stock purchasable under this Warrant (at the date of such calculation). 


        A =
the Fair Market Value of one share of the Company's Preferred Stock (at the date of such calculation). 


        B =
Warrant Price (as adjusted to the date of such calculation). 



        (c)    Fair Market Value.    For purposes of this Section 3, Fair Market Value of one share of the Company's
Preferred Stock shall mean: 



	(i)
	In
the event of an exercise in connection with an Initial Public Offering, the per share Fair Market Value for the Preferred Stock shall be the Offering Price at which the
underwriters initially sell Common Stock to the public multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible; or



	(ii)
	The
average of the closing bid and asked prices of Common Stock quoted in the Over-The-Counter Market Summary, the last reported sale price quoted on the
Nasdaq National Market ("NNM") or on any exchange on which the Common Stock is listed, whichever is applicable, as published in the Western Edition of the Wall Street
Journal for the ten (10) trading days prior to the date of determination of Fair Market Value, multiplied by the number of shares of Common Stock into which each share
of Preferred Stock is then convertible; or



	(iii)
	In
the event of an exercise in connection with a merger, acquisition or other consolidation in which the Company is not the surviving entity, the per share Fair Market Value for the
Preferred Stock shall be the value to be received per share of Preferred Stock by all holders of the Preferred Stock in such transaction as determined by the Board of Directors; or



	(iv)
	In
any other instance, the per share Fair Market Value for the Preferred Stock shall be as determined in good faith by the Company's Board of Directors. 





In
the event of 3(c)(iii) or 3(c)(iv), above, the Company's Board of Directors shall prepare a certificate, to be signed by an authorized officer of the Company, setting forth in reasonable
detail the basis for and method of determination of the per share Fair Market Value of the Preferred Stock. The Board will also certify to the Holder that this per share Fair Market Value will be
applicable to all holders of the Company's Preferred Stock. Such certification must be made to Holder at least thirty (30) business days prior to the proposed effective date of the merger,
consolidation, sale, or other triggering event as defined in 3(c)(iii) or 3(c)(iv). 




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        (d)    Automatic Exercise.    To the extent this Warrant is not previously exercised, it shall be automatically
exercised in accordance with Sections 3(b) and 3(c) hereof (even if not surrendered) immediately before its expiration. 



4.    Representations and Warranties of Holder and Restrictions on Transfer Imposed by the Securities Act of 1933.    


        (a)    Representations and Warranties by Holder.    The Holder represents and warrants to the Company with respect to
this purchase as follows: 



	(i)
	The
Holder has substantial experience in evaluating and investing in private placement transactions of securities of companies similar to the Company so that the Holder is capable of
evaluating the merits and risks of its investment in the Company and has the capacity to protect its interests.



	(ii)
	The
Holder is acquiring the Warrant and the Shares of Preferred Stock issuable upon exercise of the Warrant (collectively the "Securities") for investment for its own account and not
with a view to, or for resale in connection with, any distribution thereof. The Holder understands that the Securities have not been registered under the Securities Act of 1933, as amended (the "Act")
by reason of a specific exemption from the registration provisions of the Act which depends upon, among other things, the bona fide nature of the investment intent as expressed herein. In this
connection, the Holder understands that, in the view of the Securities and Exchange Commission (the "SEC"), the statutory basis for such exemption may be unavailable if this representation was
predicated solely upon a present intention to hold the Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the
market price of the Securities or for a period of one year or any other fixed period in the future. Holder represents that Holder is an accredited investor within the meaning of Regulation D
promulgated under the Act ("Accredited Investor").



	(iii)
	The
Holder acknowledges that the Securities must be held indefinitely unless subsequently registered under the Act or an exemption from such registration is available. The Holder is
aware of the provisions of Rule 144 promulgated under the Act ("Rule 144") which permits limited resale of securities purchased in a private placement subject to the satisfaction of
certain conditions, including, in case the securities have been held for more than one but less than two years, the existence of a public market for the shares, the availability of certain public
information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being through a "broker's transaction" or in a
transaction directly with a "market maker" (as provided by Rule 144(f)) and the number of shares or other securities being sold during any three-month period not exceeding specified
limitations.



	(iv)
	The
Holder further understands that at the time the Holder wishes to sell the Securities there may be no public market upon which such a sale may be effected, and that even if such a
public market exists, the Company may not be satisfying the current public information requirements of Rule 144, and that in such event, the Holder may be precluded from selling the Securities
under Rule 144 unless (a) a one-year minimum holding period has been satisfied and (b) the Holder was not at the time of the sale nor at any time during the
three-month period prior to such sale an affiliate of the Company.



	(v)
	The
Holder has had an opportunity to discuss the Company's business, management and financial affairs with its management and an opportunity to review the Company's facilities. The
Holder understands that such discussions, as well as the written information issued by the Company, were intended to describe the aspects of the Company's business and prospects which it believes to
be material but were not necessarily a thorough or exhaustive description. 



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        (b)    Legends.    Each certificate representing the Securities shall be endorsed with the following legend: 




THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT, A "NO ACTION" LETTER FROM
THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH TRANSFER, A TRANSFER MEETING THE REQUIREMENTS OF RULE 144 OF THE SECURITIES AND EXCHANGE COMMISSION, OR (IF REASONABLY REQUIRED BY THE
COMPANY) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION. 





The
Company need not enter into its stock records a transfer of Securities unless the conditions specified in the foregoing legend are satisfied. The Company may also instruct its transfer agent not
to allow the transfer of any of the Shares unless the conditions specified in the foregoing legend are satisfied. 



        (c)    Removal of Legend and Transfer Restrictions.    The legend relating to the Act endorsed on a certificate
pursuant to paragraph 4(b) of this Warrant shall be removed and the Company shall issue a certificate without such legend to the Holder of the Securities if (i) the Securities are
registered under the Act and a prospectus meeting the requirements of Section 10 of the Act is available or (ii) the Holder provides to the Company an opinion of counsel for the Holder
reasonably satisfactory to the Company, a no-action letter or interpretive opinion of the staff of the SEC reasonably satisfactory to the Company, or other evidence reasonably satisfactory
to the Company, to the effect that public sale, transfer or assignment of the Securities may be made without registration and without compliance with any restriction such as Rule 144. 


5.    Condition of Transfer or Exercise of Warrant.    It shall be a condition to any transfer or exercise of this Warrant that at
the time of such transfer or exercise, the Holder shall provide the Company with a representation in writing that the Holder or transferee is an Accredited Investor, is acquiring this Warrant and the
shares of Preferred Stock to be issued upon exercise for investment purposes only and not with a view to any sale or distribution, or will provide the Company with a statement of pertinent facts
covering any proposed distribution. As further conditions to any transfer of this Warrant or any or all of the shares of Preferred Stock issuable upon exercise of this Warrant: (i) the
transferee shall agree in writing to be bound by the terms and conditions of this Warrant prior to such transfer and (ii) other than a transfer registered under the Act, the Company may request
a legal opinion, in form and substance satisfactory to the Company and its counsel, reciting the pertinent circumstances surrounding the proposed transfer and stating that such transfer is exempt from
the registration and prospectus delivery requirements of the Act. Each certificate evidencing the shares issued upon exercise of the Warrant or upon any transfer of the shares (other than a transfer
registered under the Act or any subsequent transfer of shares so registered) shall, at the Company's option, if the Shares are not freely saleable under Rule 144(k) under the Act, contain a
legend in form and substance satisfactory to the Company and its counsel, restricting the transfer of the shares to sales or other dispositions exempt from the requirements of the Act. 


        As
further condition to each transfer, at the request of the Company, the Holder shall surrender this Warrant to the Company and the transferee shall receive and accept a Warrant, of
like tenor and date, executed by the Company. 


6.    Stock Fully Paid; Reservation of Shares.    All Shares which may be issued upon the exercise of the rights represented by this
Warrant will, upon issuance, be fully paid and nonassessable, and free from all taxes, liens, and charges with respect to the issue thereof. During the period within which the rights represented by
this Warrant may be exercised, the Company will at all times have authorized, and 


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reserved
for issuance upon exercise of the purchase rights evidenced by this Warrant, a sufficient number of shares of its Preferred Stock to provide for the exercise of the rights represented by this
Warrant. 


7.    Adjustment for Certain Events.    The number and kind of securities purchasable upon the exercise of this Warrant and the
Warrant Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: 


        (a)    Reclassification.    Subject to Section 15 of this Warrant, in case of any reclassification or change of
securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision
or combination), the Company shall duly execute and deliver to the Holder a new Warrant (in form and substance satisfactory to the Holder of this Warrant), or the Company shall make appropriate
provision without the issuance of a new Warrant, so that the Holder shall have the right to receive, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion
of this Warrant, and in lieu of the shares of Preferred Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property
receivable upon such reclassification or change by a Holder of the number of shares of Preferred Stock then purchasable under this Warrant. Any new Warrant shall provide for adjustments that shall be
as nearly equivalent as may be practicable to the adjustments provided for in this Section 7. The provisions of this subparagraph (a) shall similarly apply to successive
reclassifications, changes and transfers. 


        (b)    Subdivision or Combination of Shares.    If the Company at any time while this Warrant remains outstanding and
unexpired shall subdivide or combine its outstanding shares of Preferred Stock, the Warrant Price shall be proportionately decreased and the number of Shares issuable hereunder shall be
proportionately increased in the case of a subdivision and the Warrant Price shall be proportionately increased and the number of Shares issuable hereunder shall be proportionately decreased in the
case of a combination. 


        (c)    Stock Dividends and Other Distributions.    If the Company at any time while this Warrant is outstanding and
unexpired shall (i) pay a dividend with respect to Preferred Stock payable in Preferred Stock, then the Warrant Price shall be adjusted, from and after the date of determination of shareholders
entitled to receive such dividend or distribution, to that price determined by multiplying the Warrant Price in effect immediately prior to such date of determination by a fraction (A) the
numerator of which shall be the total number of shares of Preferred Stock outstanding immediately prior to such dividend or distribution, and (B) the denominator of which shall be the total
number of shares of Preferred Stock outstanding immediately after such dividend or distribution; or (ii) make any other distribution with
respect to Preferred Stock (except any distribution specifically provided for in Sections 7(a) and 7(b)), then, in each such case, provision shall be made by the Company such that the Holder of this
Warrant shall receive upon exercise of this Warrant a proportionate share of any such dividend or distribution as though it were the Holder of the Preferred Stock (or Common Stock issuable upon
conversion thereof) as of the record date fixed for the determination of the shareholders of the Company entitled to receive such dividend or distribution. 


        (d)    Adjustment of Number of Shares.    Upon each adjustment in the Warrant Price, the number of Shares purchasable
hereunder shall be adjusted, to the nearest whole share, to the product obtained by multiplying the number of Shares purchasable immediately prior to such adjustment in the Warrant Price by a
fraction, the numerator of which shall be the Warrant Price immediately prior to such adjustment and the denominator of which shall be the Warrant Price immediately thereafter. 


8.    Notice of Adjustments.    Whenever any Warrant Price or the kind or number of securities issuable under this Warrant shall be
adjusted pursuant to Section 7 hereof, the Company shall prepare a certificate signed by an officer of the Company setting forth, in reasonable detail, the event requiring 


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the
adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Warrant Price and number or kind of shares issuable upon exercise of the Warrant after giving
effect to such adjustment, and shall cause copies of such certificate to be mailed (by certified or registered mail, return receipt required, postage prepaid) within thirty (30) days of such
adjustment to the Holder of this Warrant as set forth in Section 19 hereof. 


9.    Transferability of Warrant.    This Warrant is transferable on the books of the Company at its principal office by the
registered Holder hereof upon surrender of this Warrant properly endorsed, subject to compliance with Section 5 and applicable federal and state securities laws. The Company shall issue and
deliver to the transferee a new Warrant representing the Warrant so transferred. Upon any partial transfer, the Company will issue and deliver to Holder a new Warrant with respect to the Warrant not
so transferred. Holder shall not have any right to transfer any portion of this Warrant to any direct competitor of the Company. 


10.    No Fractional Shares.    No fractional share of Preferred Stock will be issued in connection with any exercise hereunder, but
in lieu of such fractional share the Company shall make a cash payment therefor upon the basis of the Warrant Price then in effect. 



11.    Charges, Taxes and Expenses.    Issuance of certificates for shares of Preferred Stock upon the exercise of this Warrant
shall be made without charge to the Holder for any United States or state of the United States documentary stamp tax or other incidental expense with respect to 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. 


12.    No Shareholder Rights Until Exercise.    This Warrant does not entitle the Holder hereof to any voting rights or other rights
as a shareholder of the Company prior to the exercise hereof. 


13.    Registry of Warrant.    The Company shall maintain a registry showing the name and address of the registered Holder of this
Warrant. This Warrant may be surrendered for exchange or exercise, in accordance with its terms, at such office or agency of the Company. 


14.    Loss, Theft, Destruction or Mutilation of Warrant.    Upon receipt by the Company of evidence reasonably satisfactory to it
of the loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft, or destruction, of indemnity reasonably satisfactory to it, and, if mutilated, upon surrender and
cancellation of this Warrant, the Company will execute and deliver a new Warrant, having terms and conditions substantially identical to this Warrant, in lieu hereof. 


15.    Early Termination.    In the event of, at any time during the term of this Warrant, the consolidation or merger of the
Company with or into another corporation (other than a merger solely to effect a reincorporation of the Company into another state), or the sale or other disposition of all or substantially all the
properties and assets of the Company in its entirety to any other person, the Company shall provide to Warrantholder twenty (20) days advance written notice of such consolidation, merger or
sale or other disposition of the Company's assets, and this Warrant shall terminate unless exercised prior to the occurrence of such consolidation, merger or sale or other disposition of the Company's
assets. If Warrantholder takes no action to so exercise the Warrant prior to the above termination, this Warrant shall become subject to Section 3(d) hereof, and if applicable, it shall be
deemed automatically exercised pursuant to Section 3(b) hereof, even if not surrendered. 


16.    Market Stand-Off Agreement.    If requested by the Company and an underwriter of Common Stock (or other
securities) of the Company, the Holder shall not sell or otherwise transfer or dispose of any Common Stock (or other securities) of the Company held by the Holder (other than those included in the
registration) for (a) a period of time specified by the underwriter not to exceed one hundred eighty (180) days following the effective date of the first registration statement of the
Company filed under the Act, and (b) ninety (90) days following the effective date of any subsequent registration statement of the Company, provided that all officers and directors of
the Company enter into similar agreements. 


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Holder
agrees to execute and deliver such other agreements as may be reasonably requested by the Company and/or the underwriter(s) which are consistent with the foregoing or which are necessary to
give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to such Common Stock (or other securities). The
underwriters of the Company's stock are intended third party beneficiaries of this Section 16 and shall have the right, power and authority to enforce the provisions hereof as though they were
a party hereto. 


17.    Miscellaneous.    


        (a)    Issue Date.    The provisions of this Warrant shall be construed and shall be given effect in all respect as if
it had been issued and delivered by the Company on the date hereof. 



        (b)    Successors.    This Warrant shall be binding upon any successors or assigns of the Company. 


        (c)    Governing Law.    This Warrant shall be governed by and construed in accordance with the laws of the State of
California. The parties hereby submit to the jurisdiction of, and waive any venue objections against any superior, municipal, or other state court located in San Diego county or any federal court for
the Southern District of California (San Diego) in any litigation arising under or in connection with this Warrant. 



        (d)    Headings.    The headings used in this Warrant are used for convenience only and are not to be considered in
construing or interpreting this Warrant. 


        (e)    Saturdays, Sundays, Holidays.    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 or a Sunday or shall be a legal holiday in the State of California, then such action may be taken or such right may be exercised on the next
succeeding day not a legal holiday. 


        (f)    Amendment and Restatement of Prior Warrant.    The Warrant to Purchase 8,931 shares of
Series B-1 Preferred Stock dated July 15, 2003 (the "Prior Warrant") is hereby amended in its entirety and restated herein. Upon execution of this Warrant, all provisions of,
rights granted and covenants made in the Prior Warrant are hereby waived, released and terminated in their entirety and shall have no further force and effect. 


18.    No impairment.    The Company will not, by amendment of its Certificate of Incorporation 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
action as may be necessary or appropriate in order to protect the rights of the Holder hereof against impairment. 


19.    Addresses.    Any notice required or permitted hereunder shall be in writing and shall be mailed by overnight courier,
registered or certified mail, return receipt required, and postage prepaid, or 


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otherwise
delivered by hand or by messenger, addressed as set forth below, or at such other address as the Company or the Holder hereof shall have furnished to the other party. 



	If to the Company:	 	Genoptix, Inc.

3398 Carmel Mountain Road

San Diego, CA 92121

Attn: Chief Financial Officer
	

If to the Holder:	
 	
General Electric Capital Corporation

83 Wooster Heights Rd., 5th Floor

Danbury, CT 06810

Phone: (203) 205-5268

Fax: (203) 205-2192

Email: diane.earle@ge.com

Attn: Diane Earle, SVP, Credit Manager, GE/Life Sciences Finance





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        IN
WITNESS WHEREOF, Genoptix, Inc. has caused this Warrant to be executed by its officers thereunto duly authorized. 


Dated
as of August 30, 2004 



	 	 	 	 	Genoptix, Inc.
	

 	
 	

 	
 	
By:	

/s/  TINA S. NOVA      
 Tina S. Nova, Ph.D.

President, Chief Executive Officer and Co-Founder
	

Acknowledged and agreed as of the Amendment Date:	
 	

 	

 
	
General Electric Capital Corporation	
 	

 	

 
	

By:	
 	

/s/  ANTHONY STORINO      
	
 	

 	

 
	

Name:	
 	

Anthony Storino
	
 	

 	

 
	

Title:	
 	

Duly Authorized Signatory
	
 	

 	

 




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NOTICE OF EXERCISE    
    



TO: 


	1.
	The
undersigned Warrantholder ("Holder") elects to acquire shares of the Series 1-A Preferred Stock (the "Preferred Stock") of Genoptix, Inc., (the
"Company"), pursuant to the terms of the Amended and Restated Warrant to Purchase Stock dated August 30, 2004, (the "Warrant").



	2.
	The
Holder exercises its rights under the Warrant as set forth below:



	o
	The
Holder elects to purchase            shares of Preferred Stock as provided in Section 3(a) and tenders herewith a check in
the amount of $                        as payment of the purchase price.



	o
	The
Holder elects to convert the purchase rights into shares of Preferred Stock as provided in Section 3(b) of the Warrant.






	3.
	The
Holder surrenders the Warrant with this Notice of Exercise.



	4.
	The
Holder represents that it is acquiring the aforesaid shares of Preferred Stock for investment and not with a view to or for resale in connection with distribution and that the
Holder has no present intention of distributing or reselling the shares.



	5.
	Please
issue a certificate representing the shares of the Preferred Stock in the name of the Holder or in such other name as is specified below: 






	Name:	 	 	 	 
	Address:	 	 	 	 
	

 	
 	

 	
 	

 
	Taxpayer I.D.:	 	 	 	 
	 	 	

	 	 	(Holder)	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	

	 	 	 	 	 
	 	 	Title:	 	 
	 	 	 	 	







Date:



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Exhibit 4.4


AMENDED AND RESTATED WARRANT TO PURCHASE STOCK


NOTICE OF EXERCISE