exv10w2






Exhibit 10.2




FORM OF WARRANT



THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.




ALSERES PHARMACEUTICALS, INC.




COMMON STOCK PURCHASE WARRANT




			
	 	 	 
	Warrant No. [ ]
	 	Dated:                     , 2008






     Alseres Pharmaceuticals, Inc., a Delaware corporation (the “Company”), hereby certifies that,
for value received, [Name of Holder] or its registered assigns (the “Holder”), is entitled to
purchase from the Company up to a total of [                    ] shares of common stock, $0.01 par value per
share (the “Common Stock”), of the Company (each such share as adjusted from time to time as
provided in Section 9, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise
price equal to $[     ]1 (as adjusted from time to time as provided in Section 9,
the “Exercise Price”), at any time and from time to time on or after six months and one day after
the Closing Date (the “Initial Exercise Date”) and through and including the date that is two years
from the Initial Exercise Date (the “Expiration Date”), and subject to the following terms and
conditions. This warrant (this “Warrant”) is one of a series of similar warrants issued pursuant
to that certain Securities Purchase Agreement, dated as of November [ ], 2008, by and among the
Company and the Investors identified therein (the “Purchase Agreement”). All such warrants are
referred to herein, collectively, as the “Warrants.”



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



     2. Registration of Warrant. 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 Holder
(which shall include the initial Holder or, as the case may be, any registered assignee to which
this Warrant is permissibly assigned hereunder from time to time). The Company may deem and treat
the registered Holder as the absolute owner of this Warrant for the purpose of any exercise hereof
or any distribution to the Holder, and for all other purposes, absent actual notice to the
contrary.





 




			
	1	 	Equal to fair market value on the closing date.





 









 





     3. Transfers. Neither this Warrant nor the Warrant Shares shall be sold or
transferred unless either (i) they first shall have been registered under the Securities Act or
(ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably
satisfactory to the Company, to the effect that such sale or transfer is exempt from the
registration requirements of the Securities Act. In addition, the Holder acknowledges and agrees
that this Warrant and the Warrant Shares may not be assigned or transferred in whole or in part
except to an Affiliate (as defined below) of the Holder. If the assignment or transfer is to an
Affiliate of the Holder, no registration or opinion of counsel shall be required and the Company
shall register any such assignment or transfer of all or any portion of this Warrant in the Warrant
Register, upon (i) surrender of this Warrant, with the Form of Assignment attached hereto duly
completed and signed, and (ii) delivery by the transferee of a written statement to the Company
certifying that the transferee is an Affiliate of the Holder and an “accredited investor” as
defined in Rule 501(a) under the Securities Act and making the representations and certifications
as set forth in Section 3.2 of the Purchase Agreement, in each case, to the Company at its address
specified in the Purchase Agreement. Upon any such registration or transfer, a new Warrant to
purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New
Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee
and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any,
shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee
shall be deemed the acceptance by such transferee of all of the rights and obligations in respect
of the New Warrant that the Holder has in respect of this Warrant.



     4. Exercise and Duration of Warrants.



          (a) This Warrant shall be exercisable by the registered Holder at any time and from time to
time on or after the Initial Exercise Date and through and including the Expiration Date. At 6:30
p.m., Boston time on the Expiration Date, the portion of this Warrant not exercised prior thereto
shall be and become void and of no value and this Warrant shall be terminated and no longer
outstanding.




          (b) The Holder may exercise this Warrant by delivering to the Company (with copies to its
counsel) in accordance with the notice provisions of this Warrant (i) by surrendering this Warrant
along with an exercise notice, in the form attached hereto (the “Exercise Notice”), appropriately
completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares
as to which this Warrant is being exercised, and the date such items are delivered to the Company
(as determined in accordance with the notice provisions hereof) is an “Exercise Date”. The delivery
by (or on behalf of) the Holder of the Exercise Notice, the Warrant and the applicable Exercise
Price as provided above shall constitute the Holder’s certification to the Company that its
representations contained in Section 3.2 of the Purchase Agreement are true and correct as of the
Exercise Date as if remade in their entirety (or, in the case of any assignee Holder that is not a
party to the Purchase Agreement, such assignee Holder’s certification to the Company that such
representations are true and correct as to such assignee Holder as of the Exercise Date).




     5. Delivery of Warrant Shares.



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          (a) As soon as practicable after the exercise of this Warrant (but in no event later than five
business days after the Exercise Date) in whole or in part, the Company, at its expense, will cause
to be issued in the name of, and delivered to, the Holder, or as the Holder (upon payment by the
Holder of any applicable transfer taxes) may direct, a certificate or certificates for the number
of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise.




          (b) This Warrant is exercisable, either in its entirety or, from time to time, for a portion
of the Warrant Shares. Upon surrender of this Warrant following one or more partial exercises, the
Company shall issue or cause to be issued, at its expense, a new Warrant evidencing the right to
purchase the remaining number of Warrant Shares.




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



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



     8. Reservation of Warrant Shares. The Company covenants that it will at all times
reserve and keep available out of the aggregate of its authorized but unissued and otherwise
unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon
exercise of this Warrant as herein provided, the number of Warrant Shares which are then issuable
and deliverable upon the exercise in full of this Warrant. The Company covenants that all Warrant
Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise
Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid
and nonassessable.



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



          (a) Stock Dividends and Splits. If the Company, at any time while this Warrant is
outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any
class of capital stock that is payable in shares of Common Stock, (ii) subdivides outstanding
shares of Common Stock into a larger number of shares of Common Stock, or (iii) combines
outstanding shares of Common Stock into a smaller number of shares of



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Common Stock, then in each such case the Exercise Price shall be adjusted by multiplying a
fraction of which the numerator shall be the number of shares of Common Stock outstanding
immediately before such event and of which the denominator shall be the number of shares of Common
Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this
paragraph shall become effective immediately after the record date for the determination of
stockholders entitled to receive such dividend or distribution; provided, however, that if such
record date shall have been fixed and such dividend is not fully paid or if such distribution is
not fully made on the date fixed therefor, the Exercise Price shall be recomputed accordingly as of
the close of business on such record date and thereafter the Exercise Price shall be adjusted
pursuant to this paragraph as of the time of actual payment of such dividends or distributions. Any
adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately
after the effective date of such subdivision or combination.




          (b) Pro Rata Distributions. If the Company, at any time while this Warrant is
outstanding, distributes to holders of Common Stock (i) evidence of its indebtedness, (ii) any
security (other than a distribution of Common Stock covered by the preceding paragraph),
(iii) rights or warrants to subscribe for or purchase any security, or (iv) any other asset (in
each case, “Distributed Property”), then in each such case the Holder shall be entitled upon any
exercise of the Warrant that occurs after the record date fixed for determination of stockholders
entitled to receive such distribution, the Holder shall be entitled to receive, in addition to the
Warrant Shares otherwise issuable upon such exercise (if applicable), the kind and amount of
Distributed Property which the Holder would have been entitled to receive had this Warrant been
exercised immediately prior to the record date for such distribution and had the Holder thereafter,
during the period from such record date to and including the Exercise Date, retained any such
evidence of indebtedness, securities, rights or warrants or other assets receivable during such
period, giving application to all adjustments called for during such period under this Section 9
with respect to the rights of the Holder.




          (c) Fundamental Transactions. If, at any time while this Warrant is outstanding, (A)
the Company effects any merger or consolidation of the Company with or into another Person, (B) the
Company effects any sale of all or substantially all of its assets in one or a series of related
transactions, (C) any tender offer or exchange offer (whether by the Company or another Person) is
completed pursuant to which holders of Common Stock are permitted to tender or exchange their
shares for other securities, cash or property, or (D) the Company effects any reclassification of
the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively
converted into or exchanged for other securities, cash or property (each “Fundamental
Transaction”), 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, 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 merger,
consolidation or disposition of assets by a holder of the number of shares of Common Stock for
which this Warrant is exercisable immediately prior to such event. 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



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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. To the extent necessary to
effectuate the foregoing provisions, any successor to the Company or surviving entity in such
Fundamental Transaction shall issue to the Holder a new Warrant consistent with the foregoing
provisions and evidencing the Holder’s right to exercise such Warrant into Alternate Consideration.
The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include
terms requiring any such successor or surviving entity to comply with the provisions of this
Section 9(c) and insuring that this Warrant (or any such replacement security) will be similarly
adjusted upon any subsequent transaction analogous to a Fundamental Transaction. Notwithstanding
anything to the contrary, in the event of a Fundamental Transaction that is (1) an all cash
transaction, (2) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Securities Exchange
Act of 1934, as amended, or (3) a Fundamental Transaction involving a person or entity not traded
on a national securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, or
the Nasdaq Capital Market, the Company or any successor entity shall pay at the Holder’s option,
exercisable at any time concurrently with or within 30 days after the consummation of the
Fundamental Transaction, an amount of cash equal to the value of this Warrant as determined in
accordance with the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg
L.P. using (i) a price per share of Common Stock equal to the VWAP of the Common Stock for the
Trading Day immediately preceding the date of consummation of the applicable Fundamental
Transaction, (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period
equal to the remaining term of this Warrant as of the date of consummation of the applicable
Fundamental Transaction and (iii) an expected volatility equal to the 100 day volatility obtained
from the “HVT” function on Bloomberg L.P. determined as of the Trading Day immediately following
the public announcement of the applicable Fundamental Transaction; provided,
however, that the foregoing sentence shall not apply unless the aggregate Exercise Price of
this Warrant at the time of the closing of the Fundamental Transaction is less than the value of
the Alternate Consideration payable with respect to this Warrant. “VWAP” means, for any date, the
price determined by the first of the following clauses that applies: (a) if the Common Stock is
then listed or quoted on a Trading Market, the daily volume weighted average price of the Common
Stock for such date (or the nearest preceding date) on a Trading Market on which the Common Stock
is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m.
Boston time to 4:02 p.m. Boston time); (b) if the OTC Bulletin Board is not a Trading Market, the
volume weighted average price of the Common Stock for such date (or the nearest preceding date) on
the OTC Bulletin Board; (c) if the Common Stock is not then quoted for trading on the OTC Bulletin
Board and if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink
Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices),
the most recent bid price per share of the Common Stock so reported; or (d) in all other cases, the
fair market value of a share of Common Stock as determined by an independent appraiser selected in
good faith by the Investors of a majority in interest of the Securities then outstanding and
reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.




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




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




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




          (g) Notice of Corporate Events. If the Company (i) declares a dividend or any other
distribution of cash, securities or other property in respect of its Common Stock, including
without limitation any granting of rights or warrants to subscribe for or purchase any capital
stock of the Company or any Subsidiary, (ii) authorizes or approves, enters into any agreement
contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes
the voluntary dissolution, liquidation or winding up of the affairs of the Company, then the
Company shall deliver to the Holder a notice describing the material terms and conditions of such
transaction, at least ten calendar days prior to the applicable record or effective date on which a
Person would need to hold Common Stock in order to participate in or vote with respect to such
transaction, and the Company will take all steps reasonably necessary in order to insure that the
Holder is given the practical opportunity to exercise this Warrant prior to such time so as to
participate in or vote with respect to such transaction; provided, however, that the failure to
deliver such notice or any defect therein shall not affect the validity of the corporate action
required to be described in such notice.




     10. Limitation on Exercise.



          (a) Notwithstanding anything to the contrary contained herein, the number of shares of Common
Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect
hereof) shall be limited to the extent necessary to insure that, following such exercise (or other
issuance), the total number of shares of Common Stock then beneficially owned by such Holder and
its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated
with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% (the
“Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock
(including for such purpose the shares of




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Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be
determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. Each delivery of an Exercise Notice hereunder will constitute a
representation by the Holder that it has evaluated the limitation set forth in this paragraph and
determined that issuance of the full number of Warrant Shares requested in such Exercise Notice is
permitted under this paragraph. The Company’s obligation to issue shares of Common Stock in excess
of the limitation referred to in this Section 10 shall be suspended (and shall not terminate or
expire notwithstanding any contrary provisions hereof) until such time, if any, as such shares of
Common Stock may be issued in compliance with such limitation, but in no event later than the
Expiration Date. By written notice to the Company, the Holder may waive the provisions of this
Section 10 or increase or decrease the Maximum Percentage to any other percentage specified in such
notice, but (i) any such waiver or increase will not be effective until the 61st day after such
notice is delivered to the Company, and (ii) any such waiver or increase or decrease will apply
only to the Holder and not to any other holder of Warrants.




          (b) Market Regulation. The Company shall not be obligated to issue any Common Stock
upon exercise of this Warrant, and the Holder of this Warrant shall not have the right to receive
upon exercise of this Warrant any Common Stock, if the issuance of such Common Stock would exceed
that number of Common Stock which the Company may issue upon exercise, redemption or conversion, as
applicable, of the Warrants or otherwise without breaching the Company’s obligations under the
rules or regulations of the applicable Trading 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 applicable Trading Market for issuances 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 Holders.
Unless and until such approval or written opinion is obtained, no Holder shall be issued in the
aggregate, upon exercise or conversion, as applicable, of any Warrant, Common Stock in an amount
greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is
the total number of Common Stock underlying the Warrants issued to such Holder pursuant to the
Purchase Agreement on the date hereof and the denominator of which is the aggregate number of
Common Stock underlying the Warrants issued to the Holder pursuant to the Purchase Agreement on the
date hereof (with respect to each Investor, the “Exchange Cap Allocation”). In the event that any
Investor shall sell or otherwise transfer any of such Holder’s Warrants, the transferee shall be
allocated a pro rata portion of such Holder’s Exchange Cap Allocation, and the restrictions of the
prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap
Allocation allocated to such transferee. In the event that any holder of Warrants shall exercise
all of such holder’s Warrants into a number of Common Stock which, in the aggregate, is less than
such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap
Allocation and the number of Common Stock actually issued to such holder shall be allocated to the
respective Exchange Cap Allocations of the remaining holders of Warrants on a pro rata basis in
proportion to the Common Stock underlying the Warrants then held by each such holder.




     11. Fractional Shares. The Company shall not be required to issue or cause to be
issued fractional Warrant Shares on the exercise of this Warrant. If any fraction of a Warrant
Share would, except for the provisions of this Section 11, be issuable upon exercise of this



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Warrant, the number of Warrant Shares to be issued will be rounded up to the nearest whole
share.




     12. Notices. Any and all notices or other communications or deliveries hereunder
(including without limitation any Exercise Notice) shall be in writing and shall be deemed given
and effective on the earliest of (i) the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile number specified in the Purchase Agreement prior to 6:30
p.m. (Boston time) on a Trading Day, (ii) the next Trading Day after the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile number specified in the
Purchase Agreement on a day that is not a Trading Day or later than 6:30 p.m. (Boston time) on any
Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized
overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required
to be given. The address for such notices or communications shall be as set forth in the Purchase
Agreement.



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



     14. No Rights as Stockholder. Until the exercise of this Warrant, the Holder shall
not have or exercise any rights by virtue hereof as a stockholder of the Company. Notwithstanding
the foregoing, in the event (i) the Company effects a split of the Common Stock by means of a stock
dividend and the Exercise Price of and the number of Warrant Shares are adjusted as of the date of
the distribution of the dividend (rather than as of the record date for such dividend), and
(ii) the Holder exercises this Warrant between the record date and the distribution date for such
stock dividend, the Holder shall be entitled to receive, on the distribution date, the stock
dividend with respect to the shares of Common Stock acquired upon such exercise, notwithstanding
the fact that such shares were not outstanding as of the close of business on the record date for
such stock dividend.



     15. Miscellaneous.



          (a) Subject to the restrictions on transfer set forth on the first page hereof and in Section
3 hereof, this Warrant may be assigned by the Holder. This Warrant may not be assigned by the
Company except to a successor in the event of a Fundamental Transaction. This Warrant shall be
binding on and inure to the benefit of the parties hereto and their respective successors and
assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give to
any Person other than the Company and the Holder any legal or equitable right, remedy or cause of
action under this Warrant. This Warrant may be amended only in writing signed by the Company and
the Holder and their successors and assigns.




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          (b) The Company will not, by amendment of its governing documents 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 action as may be necessary or appropriate in order to protect
the rights of the Holder against impairment.




          (c) GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL. ALL QUESTIONS CONCERNING THE
CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE. EACH PARTY HEREBY
IRREVOCABLE SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE
STATE OF DELAWARE, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH
ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT
OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN
ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF
ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY
WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR
PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH
EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT
AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE
THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN
ANY MANNER PERMITTED BY LAW. THE COMPANY HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.




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




          (e) In case any one or more of the provisions of this Warrant shall be invalid or
unenforceable in any respect, the validity and enforceability of the remaining terms and provisions
of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt
in good faith to agree upon a valid and enforceable provision which shall be a commercially
reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision
in this Warrant.




          (f) This Warrant may be executed by facsimile signature.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,

SIGNATURE PAGE FOLLOWS]




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



	 	 	 	 	 	 	 
	 	 	ALSERES PHARMACEUTICALS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 







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FORM OF ASSIGNMENT




     [To be completed and signed only upon transfer of Warrant]



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



Dated:                                          ,                     




	 	 	 	 	 
	 

	 	 

(Signature must conform in all respects to name of Holder as
specified on the face of the Warrant)
	 	 
	 
	 	 	 	 
	 

	 

	 	 

Address of Transferee
	 	 
	 

	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 






Signature Guaranteed:




By:                                                             



The signature should be guaranteed by an eligible guarantor institution (banks, stockbrokers,
savings and loan associations and credit unions with membership in an approved signature guarantee
medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended.




 









 








FORM OF EXERCISE NOTICE



(To be executed by the Holder to exercise the right to purchase shares of Common Stock under the
foregoing Warrant)




To: Alseres Pharmaceuticals, Inc.



The undersigned is the Holder of Warrant No. ___(the “Warrant”) issued by Alseres
Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and
not otherwise defined have the respective meanings set forth in the Warrant.





	1.	 	The Warrant is currently exercisable to purchase a total of                      Warrant Shares.
	 
	2.	 	The undersigned Holder hereby exercises its right to purchase                      Warrant
Shares pursuant to the Warrant.
	 
	3.	 	The holder shall pay the sum of $                      to the Company in accordance with the terms of
the Warrant.
	 
	4.	 	Pursuant to this exercise, the Company shall deliver to the holder                      Warrant
Shares in accordance with the terms of the Warrant.
	 
	5.	 	Following this exercise, the Warrant shall be exercisable to purchase a total of
                     Warrant Shares.





	 	 	 	 	 	 	 
	Dated:                     ,                     	 	Name of Holder:	 	 
	 
	 	 	 	 	 	 
	 

	 	(Print)	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	(Signature must conform in all respects to name of holder as
specified on the face of the Warrant)	 	 






 









 





ACKNOWLEDGED AND AGREED TO

this ___day of                     , 200_




	 	 	 	 	 
	ALSERES PHARMACEUTICALS, INC.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title: