**Exhibit 10.59**

**THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED OR TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDERSAID ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION UNDER SAID ACT IS NOT REQUIRED.**

Warrant No. W-    

COMMON STOCK PURCHASE WARRANT 

To Purchase **[75% Coverage]** Shares of Common Stock of 

ANTARES PHARMA, INC. 

THIS IS TO CERTIFY THAT                , or registered assigns (the “Holder”), is entitled, during the Exercise Period (as hereinafter defined), to purchase from AntaresPharma, Inc., a Delaware corporation (the “Company”), the Warrant Stock (as hereinafter defined and subject to adjustment as provided herein), in whole or in part, at a purchase price of **$**1.50, all on and subject to the terms andconditions hereinafter set forth. 

1. Definitions. As used in this Warrant, the following terms have the respective meanings setforth below: 

“Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries,controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. With respect to a Holder of Warrants, any investment fund or managed account that ismanaged on a discretionary basis by the same investment manager as such Holder will be deemed to be an Affiliate of such Holder. 

“Board of Directors” means the board of directors of the Company. 

“Business Day” means any dayexcept Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the Commonwealth of Pennsylvania generally are authorized or required by law or other government actions to close. 

“Change of Control” means the (i) acquisition by an individual or legal entity or group (as set forth in Section 13(d) of the ExchangeAct) of more than one-half of the voting rights or equity interests in the Company; or (ii) sale, conveyance, or other disposition of all or substantially all of the assets, property or business of the Company or the merger into or consolidationwith any other corporation (other than a wholly owned subsidiary corporation) or effectuation of any transaction or series of related transactions where holders of the Company’s voting securities prior to such transaction or series oftransactions fail to continue to hold at least 50% of the voting power of the Company (or, if other than the Company, the successor or acquiring entity) immediately following such transaction. 

“Closing Date” means March 2, 2006. 

“Commission” means the Securities and Exchange Commission or any other federal agency then administering the Securities Act and otherfederal securities laws. 

“Common Stock” means (except where the context otherwise indicates) the Common Stock, $0.01 parvalue per share, of the Company as constituted on the Closing Date, and any capital stock into which such Common Stock may thereafter be changed or converted, and shall also include (i) capital stock of the Company of any other class (regardless ofhow denominated) issued to the holders of shares of Common Stock upon any reclassification thereof which is also not preferred as to dividends or assets on liquidation over any other class of stock of the Company and which is not subject toredemption and (ii) shares of common stock of any successor or acquiring corporation received by or distributed to the holders of Common Stock of the Company in the circumstances contemplated by Section 4.4. 

“Current Market Price” means, in respect of any share of Common Stock on any date herein specified, 

 
 (1)if there shall not then be a public market for the Common Stock, the higher of 
 
 (a)the book value per share of Common Stock at such date, and 
 
 (b)the Fair Value per share of Common Stock at such date, 
or 

(2) if there shall then be a public market for the Common Stock, the higher of (x) the book value per share of Common Stock atsuch date and (y) the average of the daily market prices for the five (5) consecutive trading days immediately before such date. The daily market price (the “Daily Market Price”) for each such trading day shall be (i) the closingsale price on such day on the principal stock exchange (including Nasdaq) on which such Common Stock is then listed or admitted to trading, or quoted, as applicable, (ii) if no sale takes place on such day on any such exchange, the last reportedclosing sale price on such day as officially quoted on any such exchange (including Nasdaq), (iii) if the Common Stock is not then listed or admitted to trading on any stock exchange, the last reported closing sale price on such day in theover-the-counter market, as furnished by the National Association of Securities Dealers Automatic Quotation System or the Pink Sheets LLC, (iv) if neither such corporation at the time is engaged in the business of reporting such prices, as furnishedby any similar firm then engaged in such business, or (v) if there is no such firm, as furnished by any member of the NASD selected mutually by the holder of this Warrant and the Company or, if they cannot agree upon such selection, as selected bytwo such members of the NASD, one of which shall be selected by holder of this Warrant and one of which shall be selected by the Company. 

“Current Warrant Price” means, in respect of a share of Common Stock at any date herein specified, the price at which a share of Common Stock may be purchased pursuant to this Warrant on such date. Unless and until theCurrent Warrant Price is adjusted pursuant to the terms herein, the initial Current Warrant Price shall be $1.50 per share of Common Stock. 

 

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“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any similarfederal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time. 

“Exercise Period” means the period during which this Warrant is exercisable pursuant to Section 2.1. 

“Expiration Date” means March 2, 2011. ****

“Fair Value” means, in respect of any share ofCommon Stock on any date herein specified, the fair saleable value of such share (determined without giving effect to the discount for (i) a minority interest or (ii) any lack of liquidity of the Common Stock or to the fact that the Company may haveno class of equity registered under the Exchange Act) as of the last day of the most recent fiscal month ending prior to such date specified, based on the value of the Company on a fully-diluted basis, as determined in good faith by theCompany’s Board of Directors. 

“GAAP” means generally accepted accounting principles in the United States of Americaas from time to time in effect. 

“NASD” means the National Association of Securities Dealers, Inc., or any successorcorporation thereto. 

“Other Property” has the meaning set forth in Section 4.4. 

“Person” means any individual, sole proprietorship, partnership, joint venture, trust, incorporated organization, association,corporation, limited liability company, institution, public benefit corporation, entity or government (whether federal, state, county, city, municipal or otherwise, including, without limitation, any instrumentality, division, agency, body ordepartment thereof). 

“Public Entity” means a publicly traded corporation whose common stock is listed for trading on theNew York Stock Exchange, the American Stock Exchange, the Nasdaq National Market, the Nasdaq Capital Market, the OTC Bulletin Board or Pink Sheets LLC. 

“Purchase Agreement” means that certain Common Stock and Warrant Purchase Agreement dated as of February 27, 2006 among the Company and the other parties named therein, pursuant to which this Warrantwas originally issued. 

“Restricted Common Stock” means shares of Common Stock which are, or which upon their issuanceupon the exercise of any Warrant would be required to be, evidenced by a certificate bearing the restrictive legend set forth in Section 3.2. 

“Securities Act” means the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. 

“Trading Day” means any day on which the primary market on which shares of Common Stock are listed is open for trading, and if there isno such market, “Trading Day” shall have the same meaning as “Business Day”. 

 

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“Transfer” means any disposition of any Warrant or Warrant Stock or of any interest ineither thereof, which would constitute a sale thereof within the meaning of the Securities Act. 

“Warrants” means thisWarrant and all warrants issued upon transfer, division or combination of, or in substitution for, any thereof. All Warrants shall at all times be identical as to terms and conditions and date, except as to the number of shares of Common Stock forwhich they may be exercised. 

“Warrant Price” means an amount equal to (i) the number of shares of Common Stock beingpurchased upon exercise of this Warrant pursuant to Section 2.1, multiplied by (ii) the Current Warrant Price. 

“WarrantStock” means the ____________ shares of Common Stock to be purchased upon the exercise hereof, subject to adjustment as provided herein. 

2. Exercise of Warrant. 

2.1. Manner of Exercise. From and after the date that is six months from the Closing Date,and until 5:00 P.M., New York time, on the Expiration Date (the “Exercise Period”), the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Warrant Stock purchasable hereunder. 

In order to exercise this Warrant, in whole or in part, the Holder shall deliver to the Company at its principal office or at the office or agencydesignated by the Company pursuant to Section 12, (i) a written notice of Holder’s election to exercise this Warrant, which notice shall specify the number of shares of Warrant Stock to be purchased, (ii) payment of the Warrant Price asprovided herein, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. Upon receipt thereof,the Company shall, as promptly as practicable, and in any event within three Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate numberof full shares of Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination ordenominations as the Holder shall request in the notice and shall be registered in the name of the Holder or if permitted pursuant to the terms of this Warrant such other name as shall be designated in the notice. This Warrant shall be deemed tohave been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a Holder of record of such shares for all purposes, asof the date when the notice, together with the payment of the Warrant Price and this Warrant, is received by the Company as described above. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of thecertificate or certificates representing Warrant Stock, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all otherrespects be identical with this Warrant, or at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. 

 

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Payment of the Warrant Price may be made at the option of the Holder by: (i) certified or official bankcheck payable to the order of the Company, (ii) wire transfer of immediately available funds to the account of the Company or (iii) if at any time or from time to time after the date that is twelve months following the Closing Date, the WarrantStock is not registered pursuant to an effective registration statement pursuant to which sales may be made for a period of 15 days or longer, then from such time and continuing until the Warrant Stock is again so registered, the surrender andcancellation of a portion of shares of Common Stock then held by the Holder or issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based uponthe Current Market Price of the Common Stock. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessableand not subject to any preemptive rights. 

2.2. Fractional Shares. The Company shall not be required to issue a fractional share ofCommon Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Companyshall pay an amount in cash equal to the Current Market Price per share of Common Stock on the date of exercise multiplied by such fraction. 

2.3. Continued Validity. A Holder of shares of Common Stock issued upon the exercise of this Warrant, in whole or in part (other than a Holder who acquires such shares after the same have been publicly sold pursuant to a RegistrationStatement under the Securities Act or sold pursuant to Rule 144 thereunder), shall continue to be entitled with respect to such shares to all rights to which it would have been entitled as the Holder under Sections 10 and 13 of this Warrant.

2.4. Restrictions on Exercise Amount. 

(i) Unless a Holder delivers to the Company irrevocable written notice prior to the date of issuance hereof or sixty-one days prior to the effective date of such notice that this Section 2.4(i) shall not apply to suchHolder, the Holder may not acquire a number of shares of Warrant Stock to the extent that, upon such exercise, the number of shares of Common Stock then beneficially owned by such holder and its Affiliates and any other persons or entities whosebeneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares held by any “group” of which the holder is a member, but excluding shares beneficiallyowned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) exceeds 4.99% of the total number of shares of CommonStock of the Company then issued and outstanding. For purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the Commission, and the percentage held by the holder shall bedetermined in a manner consistent with the provisions of Section 13(d) of the Exchange Act. Each delivery of a notice of exercise 

 

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by a Holder will constitute a representation by such Holder that it has evaluated the limitation set forth in this paragraph and determined, based on themost recent public filings by the Company with the Commission, that the issuance of the full number of shares of Warrant Stock requested in such notice of exercise is permitted under this paragraph. 

(ii) In the event the Company is prohibited from issuing shares of Warrant Stock as a result of any restrictions or prohibitions under applicable law orthe rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization, the Company shall as soon as possible seek the approval of its stockholders and take such other action to authorize the issuance ofthe full number of shares of Common Stock issuable upon exercise of this Warrant. 

3. Transfer, Division and Combination.

3.1. Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and allapplicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable,shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, furnish to the Company a written opinionof counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment representationletter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a) promulgated under the SecuritiesAct. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at theprincipal office of the Company referred to in Section 2.1 or the office or agency designated by the Company pursuant to Section 12, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto dulyexecuted 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 orWarrants in the name of the assignee or assignees and in the denomination 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 shallpromptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a newWarrant on the books of the Company. 

3.2. Restrictive Legends. Each certificate for Warrant Stock initially issued upon theexercise of this Warrant, and each certificate for Warrant Stock issued to any subsequent transferee of any such certificate, unless, in each case, such Warrant Stock is eligible for resale without registration pursuant to Rule 144(k) under theExchange Act, shall bear the following legend: 

 

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“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT UNLESS, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, SUCH REGISTRATION IS NOT REQUIRED.” 

In addition, the legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Warrant Stockupon which it is stamped, if, unless otherwise required by applicable state securities laws, such Warrant Stock is registered for sale under an effective registration statement filed under the Securities Act. 

3.3. Division and Combination; Expenses; Books. This Warrant may be divided or combined with other Warrants upon presentation hereof at theaforesaid office or agency 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 3.1 as to anytransfer 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. The Company shallprepare, issue and deliver at its own expense the new Warrant or Warrants under this Section 3. The Company agrees to maintain, at its aforesaid office or agency, books for the registration and the registration of transfer of the Warrants.

4. Adjustments. The number of shares of Common Stock for which this Warrant is exercisable, and the price at which such shares maybe purchased upon exercise of this Warrant, shall be subject to adjustment from time to time as set forth in this Section 4. The Company shall give the Holder notice of any event described below which requires an adjustment pursuant to this Section4 in accordance with Sections 5.1 and 5.2. 

4.1. Stock Dividends, Subdivisions and Combinations. If at any time while this Warrantis outstanding the Company shall: 

(i) declare a dividend or make a distribution on its outstanding shares of Common Stock in shares ofCommon Stock, 

(ii) subdivide its outstanding shares of Common Stock into a larger number of shares of Common Stock, or 

(iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, then: 

(1) the number of shares of Common Stock acquirable upon exercise of this Warrant immediately after the occurrence of any such event shall be adjusted toequal the number of shares of Common Stock which a record holder of the same number of shares of Common Stock that would have been acquirable under this Warrant immediately prior to the record date for such dividend or distribution or the effectivedate of such subdivision or combination would own or be entitled to receive after such record date or the effective date of such subdivision or combination, as applicable, and 

 

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(2) the Current Warrant Price shall be adjusted to equal: 

(A) the Current Warrant Price in effect at the time of the record date for such dividend or distribution or of the effective date of suchsubdivision or combination, multiplied by the number of shares of Common Stock into which this Warrant is exercisable immediately prior to the adjustment, divided by 

(B) the number of shares of Common Stock into which this Warrant is exercisable immediately after such adjustment. 

Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination ofstockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clauses (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination. 

4.2. Certain Other Distributions. If at any time while this Warrant is outstanding the Company shall cause the holders of its Common Stock to beentitled to receive any dividend or other distribution of: 

(i) cash, 

(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (otherthan cash or additional shares of Common Stock as provided in Section 4.1 hereof), or 

(iii) any warrants or other rights to subscribe foror purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever(in each case set forth in subparagraphs 4.2(i), 4.2(ii) and 4.2(iii) hereof, the “DistributedProperty”), 

then upon any exercise of this Warrant that occurs after the record date for such dividend or other distribution, theholder of this Warrant shall be entitled to receive, in addition to the shares of Warrant Stock, the Distributed Property that such holder would have been entitled to receive in respect of such number of Warrant Shares had the holder been the recordholder of such Warrant Shares as of such record date. Such distribution shall be made whenever any such exercise is made. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no parvalue to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section4.2 and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of theoutstanding shares of Common Stock within the meaning of Section 4.1. 

4.3. Other Provisions Applicable to Adjustments. Thefollowing provisions shall be applicable to the making of adjustments of the number of shares of Common Stock into which this Warrant is exercisable and the Current Warrant Price provided for in Section 4: 

 

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(a) When Adjustments to Be Made. The adjustments required by Section 4 shall be made whenever andas often as any specified event requiring an adjustment shall occur, except that any that would otherwise be required may be postponed (except in the case of a subdivision or combination of shares of the Common Stock, as provided for in Section 4.1)up to, but not beyond the date of exercise if such adjustment either by itself or with other adjustments not previously made adds or subtracts less than 1% of the shares of Common Stock into which this Warrant is exercisable immediately prior to themaking of such adjustment. Any adjustment representing a change of less than such minimum amount (except as aforesaid) which is postponed shall be carried forward and made as soon as such adjustment, together with other adjustments required by thisSection 4 and not previously made, would result in a minimum adjustment or on the date of exercise. For the purpose of any adjustment, any specified event shall be deemed to have occurred at the close of business on the date of its occurrence.

(b) Fractional Interests. In computing adjustments under this Section 4, fractional interests in Common Stock shall be taken intoaccount to the nearest 1/100th of a share. 

(c) When Adjustment Not Required. If the Company undertakes a transaction contemplatedunder this Section 4 and as a result takes a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or distribution or subscription or purchase rights or other benefits contemplated under this Section 4 andshall, thereafter and before the distribution to stockholders thereof, legally abandon its plan to pay or deliver such dividend, distribution, subscription or purchase rights or other benefits contemplated under this Section 4, then thereafter noadjustment shall be required by reason of the taking of such record and any such adjustment previously made in respect thereof shall be rescinded and annulled. 

(d) Escrow of Stock. If after any property becomes distributable pursuant to Section 4 by reason of the taking of any record of the holders of Common Stock, but prior to the occurrence of the event for whichsuch record is taken, a holder of this Warrant exercises the Warrant during such time, then such holder shall continue to be entitled to receive any shares of Common Stock issuable upon exercise hereunder by reason of such adjustment and such sharesor other property shall be held in escrow for the holder of this Warrant by the Company to be issued to holder of this Warrant upon and to the extent that the event actually takes place. Notwithstanding any other provision to the contrary herein, ifthe event for which such record was taken fails to occur or is rescinded, then such escrowed shares shall be canceled by the Company and escrowed property returned to the Company. 

4.4. Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. 

(a) If there shall occur a Change of Control and, pursuant to the terms of such Change of Control, shares of common stock of the successor or acquiringcorporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation(“Other Property”), are to be received by or distributed to the holders of Common Stock of the Company, then the Holder of this Warrant shall have the right thereafter to receive, upon the exercise of the Warrant, the number of shares ofcommon stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and the Other Property receivable upon or as a result of such Change of Control by a holder of the 

 

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number of shares of Common Stock into which this Warrant is exercisable immediately prior to such event. The Company shall not effect any Change of Controlwithout the prior written consent of the holder of this Warrant (in addition to any other consent or voting rights with respect to such Change of Control that such holder may have pursuant to applicable law) unless (i) if the entity into whosesecurities this Warrant shall become exercisable in such transaction is a Public Entity, the resulting successor or acquiring entity (if not the Company) and, if an entity different from the successor or acquiring entity, the entity whose capitalstock or assets the holders of the Common Stock are entitled to receive as a result of such Change of Control (such entity, as applicable, the “Acquiring Entity”), assumes by written instrument all of the obligations of this Warrantand the Transaction Documents (as defined in the Purchase Agreement) or (ii) if the Acquiring Entity is a not a Public Entity, the Acquiring Entity, subject to the proviso below, either (A) pays to the holder of this Warrant in cash, an amount equalto the value of this Warrant as of the time of the Change of Control Notice (as defined below), as determined in good faith by the Board of Directors of the Company using a Black Scholes model applied in a manner consistent to the Black Scholesmodels previously used by the Company for calculations set forth in its prior filings under the Exchange Act (the “Warrant Value”) or (B) assumes by written instrument all of the obligations of this Warrant and the TransactionDocuments (as defined in the Purchase Agreement), provided that, if the Per Share Consideration (as defined below) is $2.50 (as adjusted for stock splits, reverse stock splits, stock dividends and the like) or more, then the Acquiring Entity shalltake the action specified in clause (B) above and if the Per Share Consideration is less than $2.50 (as adjusted for stock splits, reverse stock splits, stock dividends and the like), then the Acquiring Entity shall take either the action specifiedin clause (A) or clause (B) at the sole election of the Holder (a “Holder Election”). 

(b) In case of any such Change ofControl described in Section 4.4(a) above, the resulting, successor or acquiring entity (if not the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stockare entitled to receive as a result of such Change of Control, shall assume by written instrument all of the obligations of this Warrant and the Transaction Documents (as defined in the Purchase Agreement), subject to such modifications as may bedeemed appropriate (as determined by resolution of the Board of Directors of the Company) in order to provide for adjustments of shares of the Common Stock into which this Warrant is exercisable which shall be as nearly equivalent as practicable tothe adjustments provided for in Section 4. For purposes of Section 4, common stock of the successor or acquiring corporation shall include stock of such corporation of any class which is not preferred as to dividends or assets on liquidation overany other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, eitherimmediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 4 shall similarly apply to successiveChange of Control transactions. 

(c) Change of Control Notice; Holder Election Notice. The Company shall provide the Holder with notless than fifteen days prior written notice of the consummation of a Change of Control (a “Change of Control Notice”) and, if the Acquiring Entity is not a Public Entity, the Company shall include in such notice (i) the value of theconsideration per share to be received by holders of Common Stock in the Change of Control (the “Per Share Consideration”), 

 

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(ii) a statement setting forth in reasonable detail the Board of Directors’ determination of the Warrant Value and (iii) a statement as to whether theHolder will be entitled to make a Holder Election and instructions as to how to do so. If the Holder is entitled to make a Holder Election, then such election shall be made by written notice delivered to the Company not later than 5:00pm (EST) onthe Business Day prior to the effective date of the Change of Control. If the Holder fails to so notify the Company of its election, then the Holder shall be deemed to have elected that the Acquiring Entity take the action specified in Section4.4(a)(ii)(A). Nothing herein shall be deemed to prevent the Holder from exercising this Warrant at any time prior to 5:00pm (EST) on the Business Day prior to the effective date of the Change of Control. 

4.5. Other Action Affecting Common Stock. In case at any time or from time to time the Company shall take any action in respect of its CommonStock, other than the payment of dividends permitted by Section 4 or any other action described in Section 4, then, unless such action will not have a materially adverse effect upon the rights of the holder of this Warrant, the number of shares ofCommon Stock or other stock into which this Warrant is exercisable and/or the purchase price thereof shall be adjusted in such manner as may be equitable in the circumstances; provided, that the mere authorization or issuance of additional shares ofcapital stock of the Company (other than pursuant to a stock dividend) shall not be considered any action in respect of its Common Stock for purposes of this Section 4.5. 

4.6. Certain Limitations. Notwithstanding anything herein to the contrary, the Company agrees not to enter into any transaction which, by reason of any adjustment hereunder, would cause the Current WarrantPrice to be less than the par value per share of Common Stock. 

4.7. Stock Transfer Taxes. The issue of stock certificates uponexercise of this Warrant shall be made without charge to the holder for any tax in respect of such issue. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and deliveryof shares in any name other than that of the holder of this Warrant, and the Company shall not be required to issue or deliver any such stock certificate unless and until the person or persons requesting the issue thereof shall have paid to theCompany the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. 

5. Notices toWarrant Holders. 

5.1. Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the CurrentWarrant Price, the Company, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to the Holder of this Warrant a certificate setting forth such adjustment or readjustmentand showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time of the Holder of this Warrant, furnish or cause to be furnished to such Holder a like certificate settingforth (i) such adjustments and readjustments, (ii) the Current Warrant Price at the time in effect and (iii) the number of shares of Common Stock and the amount, if any, or other property which at the time would be received upon the exercise ofWarrants owned by such Holder. 

 

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5.2. Notice of Corporate Action. If at any time: 

(a) the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend (other than a cash dividendpayable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Company) or other distribution, or any right to subscribe for or purchase any evidences of itsindebtedness, any shares of stock of any class or any other securities or property, or to receive any other right, or 

(b) there shall beany capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any consolidation or merger of the Company with, or any sale, transfer or other disposition of all or substantially all theproperty, assets or business of the Company to, another corporation, or 

(c) there shall be a voluntary or involuntary dissolution,liquidation or winding up of the Company; or 

(d) the Company shall cause the holders of its Common Stock to be entitled to receive (i) anydividend or other distribution of cash, (ii) any evidences of its indebtedness, or (iii) any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash or additional shares of Common Stock asprovided in Section 4.1 hereof); or (iv) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever;

then, in any one or more of such cases, the Company shall give to the Holder (i) at least 15 days’ prior written notice of the date on which a recorddate shall be selected for such dividend, distribution or right or for determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up,and (ii) in the case of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up, at least 15 days’ prior written notice of the date when the same shall take place.Such notice in accordance with the foregoing clause also shall specify (i) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, the date on which the holders of Common Stock shall be entitled toany such dividend, distribution or right, and the amount and character thereof, and (ii) the date on which any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up is totake place and the time, if any such time is to be fixed, as of which the holders of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification,merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up. Each such written notice shall be sufficiently given if addressed to the Holder at the last address of the Holder appearing on the books of the Company anddelivered in accordance with Section 16.2. 

5.3. No Rights as Stockholder. This Warrant does not entitle the Holder to any voting orother rights as a stockholder of the Company prior to exercise and payment for the Warrant Price in accordance with the terms hereof. 

6.No Impairment. The Company shall not by any action, including, without 

 

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limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale ofsecurities 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 suchactions as may be necessary or appropriate to protect the rights of the Holder against impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any shares of Common Stock receivable upon theexercise of this Warrant above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fullypaid and nonassessable shares of Common Stock upon the exercise of this Warrant, and (c) use its best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessaryto enable the Company to perform its obligations under this Warrant. Upon the request of the Holder, the Company will at any time during the period this Warrant is outstanding acknowledge in writing, in form satisfactory to the Holder, thecontinuing validity of this Warrant and the obligations of the Company hereunder. 

7. Reservation and Authorization of Common Stock;Registration With Approval of Any Governmental Authority. From and after the Closing Date, the Company shall at all times reserve and keep available for issue upon the exercise of Warrants such number of its authorized but unissued shares ofCommon Stock as will be sufficient to permit the exercise in full of all outstanding Warrants (without regard to any ownership limitations provided in Section 2.4(i)). All shares of Common Stock which shall be so issuable, when issued upon exerciseof any Warrant and payment therefor in accordance with the terms of such Warrant, shall be duly and validly issued and fully paid and nonassessable, and not subject to preemptive rights. Before taking any action which would cause an adjustmentreducing the Current Warrant Price below the then par value, if any, of the shares of Common Stock issuable upon exercise of the Warrants, the Company shall take any corporate action which may be necessary in order that the Company may validly andlegally issue fully paid and non-assessable shares of such Common Stock at such adjusted Current Warrant Price. Before taking any action which would result in an adjustment in the number of shares of Common Stock for which this Warrant isexercisable or in the Current Warrant 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. If any shares ofCommon Stock required to be reserved for issuance upon exercise of Warrants require registration or qualification with any governmental authority under any federal or state law before such shares may be so issued (other than as a result of a prioror contemplated distribution by the Holder of this Warrant), the Company will in good faith and as expeditiously as possible and at its expense endeavor to cause such shares to be duly registered. 

8. Taking of Record; Stock and Warrant Transfer Books. In the case of all dividends or other distributions by the Company to the holders of itsCommon Stock with respect to which any provision of Section 4 refers to the taking of a record of such holders, the Company will in each such case take such a record and will take such record as of the close of business on a Business Day. TheCompany will not at any time, except upon dissolution, liquidation or winding up of the Company, close its stock transfer books or Warrant transfer books so as to result in preventing or delaying the exercise or transfer of any Warrant. 

 

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9. Registration Rights. The resale of the Warrant Stock shall be registered in accordance with theterms and conditions contained in that certain Investor Rights Agreement dated of even date hereof, among the Holder, the Company and the other parties named therein (the “Investor Rights Agreement”). The Holder acknowledges that pursuantto the Investor Rights Agreement, the Company has the right to request that the Holder furnish information regarding such Holder and the distribution of the Warrant Stock as is required by law or the Commission to be disclosed in the RegistrationStatement (as such term is defined in the Investor Rights Agreement), and the Company may exclude from such registration the shares of Warrant Stock acquirable hereunder if Holder fails to furnish such information within a reasonable time prior tothe filing of each Registration Statement, supplemented prospectus included therein and/or amended Registration Statement. 

10.Supplying Information. Upon any default by the Company of its obligations hereunder or under the Investor Rights Agreement, the Company shall cooperate with the Holder in supplying such information as may be reasonably necessary for suchHolder to complete and file any information reporting forms presently or hereafter required by the Commission as a condition to the availability of an exemption from the Securities Act for the sale of any Warrant or Restricted Common Stock.

11. Loss or Mutilation. Upon receipt by the Company from the Holder of evidence reasonably satisfactory to it of the ownership ofand the loss, theft, destruction or mutilation of this Warrant and indemnity or security reasonably satisfactory to it and reimbursement to the Company of all reasonable expenses incidental thereto and in case of mutilation upon surrender andcancellation hereof, the Company will execute and deliver in lieu hereof a new Warrant of like tenor to the Holder; provided, however, that in the case of mutilation, no indemnity shall be required if this Warrant in identifiable form is surrenderedto the Company for cancellation. 

12. Office of the Company. As long as any of the Warrants remain outstanding, the Company shallmaintain an office or agency (which may be the principal executive offices of the Company) where the Warrants may be presented for exercise, registration of transfer, division or combination as provided in this Warrant. 

13. Financial and Business Information. As long as any Holder owns Warrants or Warrant Shares, the Company covenants to timely file (or obtainextensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns Warrants or WarrantShares, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144(c) promulgated under the Securities Actannual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a)or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such furtheraction as any Holder may reasonably request in writing, all to the extent required from time to time to enable such Person to sell Warrants and Warrant Shares without registration under the Securities Act within the limitation of the exemptionsprovided by Rule 144 

 

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promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement relating to the transfer of the Warrants and WarrantShares. Upon the request of any Holder in writing, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements. 

14. Limitation of Liability. No provision hereof, in the absence of affirmative action by the Holder to purchase shares of Common Stock, and noenumeration herein of the rights or privileges of the Holder hereof, shall give rise to any liability of the Holder for the purchase price of any Common Stock, whether such liability is asserted by the Company or by creditors of the Company.

15. Redemption at Company’s Election.****The Company may at the option of the Company, by at least thirty days priorwritten notice to the Holder (the “Redemption Notice”), redeem this Warrant, in whole or in part, at any time that all of the following are true: (i) the Daily Market Price, on an average trading volume of at least 100,000 sharesper day, for twenty of the thirty consecutive trading days immediately prior to the date of the Redemption Notice is equal to or greater than 300% of the Current Warrant Price, (ii) either all of the shares of Warrant Stock underlying thisWarrant to be redeemed (A) are then registered under an effective registration statement pursuant to which sales may be made by the Holder or (B) may be sold by the Holder pursuant to Rule 144 during a three-month period without registration underthe Securities Act, (iii) sufficient shares of Common Stock of the Company are authorized and reserved for issuance upon the full exercise of this Warrant, (iv) all of the Warrant Stock issuable upon exercise of this Warrant is then listed on everystock exchange, market or bulletin board on which any Common Stock of the Company is then listed and (v) the Company is not in default, in any material respect, of any material covenant in any Transaction Document (as defined in the PurchaseAgreement). The Redemption Notice shall set forth a date, not less than thirty days after the date of the Redemption Notice, on which the redemption of this Warrant shall occur (the “Redemption Date”). On the Redemption Date, (i)the Company shall pay the Holder by certified check an amount equal to the product of (x) $0.01 (as adjusted in proportion to any adjustment to the Current Warrant Price pursuant to Section 4 hereof) multiplied by (y) the number of shares ofWarrant Stock so redeemed; and (ii) the Holder shall deliver the original copy of this Warrant marked “REDEEMED” to the Company. If the Company shall redeem this Warrant in part, the Company shall, at the Redemption Date, or on (orpromptly following) such later date as the Holder shall have delivered the original copy of this Warrant marked “REDEEMED” to the Company, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unredeemedshares of Warrant Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. Nothing in this Section 15 shall prevent the exercise of this Warrant at any time prior to the Redemption Date.

16. Miscellaneous. 

16.1. Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of the Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers orremedies. If the Company fails to make, when due, any payments provided for hereunder, or fails to comply with any other material provision of this Warrant, the Company shall pay to the Holder such amounts as shall be sufficient to cover any thirdparty 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. 

 

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16.2. Notice Generally. All notices, requests, demands or other communications provided for hereinshall be in writing and shall be given in the manner and to the addresses set forth in the Purchase Agreement. 

16.3. Successors andAssigns. Subject to compliance with the provisions of Section 3.1, this Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and assigns of the Holder. Theprovisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant, and shall be enforceable by any such Holder. 

16.4. Amendment. This Warrant may be modified or amended or the provisions of this Warrant waived with the written consent of both the Company and the Holder. 

16.5. Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid underapplicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be modified to the extent of such prohibition or invalidity, without invalidating the remainder of such provision orthe remaining provisions of this Warrant. 

16.6. Headings. The headings used in this Warrant are for the convenience of referenceonly and shall not, for any purpose, be deemed a part of this Warrant. 

16.7. Governing Law. This Warrant and the transactionscontemplated hereby shall be deemed to be consummated in the State of New York and shall be governed by and interpreted in accordance with the local laws of the State of New York without regard to the provisions thereof relating to conflicts oflaws. The Company hereby irrevocably consents to the exclusive jurisdiction of the State and Federal courts located in New York City, New York in connection with any action or proceeding arising out of or relating to this Warrant. In any suchlitigation the Company agrees that the service thereof may be made by certified or registered mail directed to the Company pursuant to Section 16.2. 

[Signature Page Follows] 

 

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IN WITNESS WHEREOF, Antares Pharma, Inc. has caused this Warrant to be executed by its duly authorizedofficer and attested by its Secretary. 

Dated: March 2, 2006 

 
ANTARES PHARMA, INC.By: 
 
Name: Title: 
Attest: 

 
By: 
 
Name: Title: Secretary
 

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EXHIBIT A 

SUBSCRIPTION FORM 

[To be executed only upon exercise of Warrant] 

1. The undersigned hereby elects to purchase              shares of the Common Stockof Antares Pharma, Inc. pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full. 

2. The undersigned hereby elects to convert the attached Warrant into Common Stock of Antares Pharma, Inc. through “cashless exercise” in the manner specified in the Warrant. This conversion is exercised with respect to_____________________ of the Shares covered by the Warrant. (Applicable only under certain circumstances as set forth in Section 2.1 of the Warrant.) 

3. Please issue a certificate or certificates representing said shares in the name of the undersigned or in such other name as is specified below: 

 

 
(Name)
 

 

 
(Address)
[and, if such shares of Common Stock shall not include all of the shares of Common Stock issuable asprovided in this Warrant, that a new Warrant of like tenor and date for the balance of the shares of Common Stock issuable hereunder be delivered to the undersigned.] 

 

 
(Name of Registered Owner)
 
(Signature of Registered Owner)
 
(Street Address)
 
(State) (Zip Code)
NOTICE: The signature on this subscription must correspond with the name as written upon the face of the Warrantin every particular, without alteration or enlargement or any change whatsoever. 

 

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EXHIBIT B 

ASSIGNMENT FORM 

FOR VALUE RECEIVED the undersigned registered owner of this Warrant for the purchase of shares of commonstock of Antares Pharma, Inc. hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under this Warrant, with respect to the number of shares of common stock set forth below: 

 

 

 

 
(Name and Address of Assignee)
 
(Number of Shares of Common Stock)
and does hereby irrevocably constitute and appoint                 attorney-in-fact to register such transfer on the books of the Company, maintained for the purpose, with full power of substitution in thepremises. 

 
Dated: 
 

 

 
(Print Name and Title)
 
(Signature)
 
(Witness)
NOTICE: The signature on this assignment must correspond with the name as written upon the face of the Warrant inevery particular, without alteration or enlargement or any change whatsoever. 

 

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EXHIBIT C 

FORM OF INVESTMENT REPRESENTATION LETTER 

In connection with the acquisition of [warrants (the “Warrants”) topurchase              shares of common stock of Antares Pharma, Inc. (the “Company”), par value $0.01 per share (the “CommonStock”)][             shares of common stock of Antares Pharma, Inc. (the “Company”), par value $0.01 per share (the “Common Stock”) upon the exercise ofwarrants by                 ], by                         (the “Holder”) from                , the Holder hereby represents and warrants to the Company as follows: 

The Holder (i) is an “Accredited Investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”); and (ii) has the ability to bearthe economic risks of such Holder’s prospective investment, including a complete loss of Holder’s investment in the Warrants and the shares of Common Stock issuable upon the exercise thereof (collectively, the “Securities”).

The Holder, by acceptance of the Warrants, represents and warrants to the Company that the Warrants and all securities acquired upon any and all exercisesof the Warrants are purchased for the Holder’s own account, and not with view to distribution of either the Warrants or any securities purchasable upon exercise thereof in violation of applicable securities laws. 

[The Holder acknowledges that (i) the Securities have not been registered under the Act, (ii) the Securities are “restricted securities” and the certificate(s)representing the Securities shall bear the following legend, or a similar legend to the same effect, until (i) in the case of the shares of Common Stock underlying the Warrants, such shares shall have been registered for resale by the Holder underthe Act and effectively been disposed of in accordance with a registration statement that has been declared effective; or (ii) in the opinion of counsel for the Company such Securities may be sold without registration under the Act: 

“[NEITHER] THE SECURITIES REPRESENTED BY THIS CERTIFICATE [NOR THE SECURITIES INTO WHICH THEY ARE EXERCISABLE] HAVE [NOT] BEEN REGISTERED UNDER THE SECURITIES ACT OF1933, AS AMENDED (THE “ACT”), AND ALL SUCH SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN THIS CERTIFICATE. [NEITHER] THE SECURITIES REPRESENTED HEREBY [NOR THE SECURITIES INTO WHICH THEY ARE EXERCISABLE] MAY[NOT] BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER, ORDISPOSITION MAY BE EFFECTUATED WITHOUT REGISTRATION UNDER THE ACT.”]*

 
*Bracketed language to be inserted if applicable. 
 

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IN WITNESS WHEREOF, the Holder has caused this Investment Representation Letter to be executed this     day of                      200  . 

 

[Name]
 
By:
 
 

Name:
 
Title:
 
 

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