Ex-10.2 Warrant to Purchase Shares of Common Stock



 






Exhibit 10.2




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



WARRANT TO PURCHASE 71,301 SHARES OF COMMON STOCK




December 27, 2005



THIS CERTIFIES THAT, for value received, General Electric Capital Corporation (“Holder”) is
entitled to subscribe for and purchase Seventy-One Thousand Three Hundred One (71,301) shares of the fully paid and
nonassessable Common Stock (the “Shares” or the “Stock”) of Cyberkinetics Neurotechnology Systems,
Inc., a Delaware corporation (the “Company”), at the Warrant Price (as hereinafter defined),
subject to the provisions and upon the terms and conditions hereinafter set forth.




1. Warrant Price. The Warrant Price shall initially be
one dollar and 40/100 dollars ($1.40) per share, subject to adjustment as provided in Section 7 below.



2. Conditions to Exercise. The purchase right represented by this Warrant may be exercised
at any time, or from time to time, in whole or in part during the term commencing on the date
hereof and ending at 5:00 P.M. Eastern time on the tenth anniversary of the date of this Warrant.



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



(a) Cash Exercise. Subject to Section 2 hereof, the purchase right represented by this
Warrant may be exercised by the Holder hereof, in whole or in part, by the surrender of this
Warrant (with a duly executed Notice of Exercise in the form attached hereto) at the principal
office of the Company (as set forth in Section 18 below) and by payment to the Company, by check,
of an amount equal to the then applicable Warrant Price per share multiplied by the number of
shares then being purchased. In the event of any exercise of the rights represented by this
Warrant, certificates for the shares of stock so purchased shall be in the name of, and delivered
to, the Holder hereof, or as such Holder may direct (subject to the terms of transfer contained
herein and upon payment by such Holder hereof of any applicable transfer taxes). Such delivery
shall be made within 30 days after exercise of the Warrant and at the Company’s expense and, unless
this Warrant has been fully exercised or expired, a new Warrant having terms and conditions
substantially identical to this Warrant and representing the portion of the Shares, if any, with
respect to which this Warrant shall not have been exercised, shall also be issued to the Holder
hereof within 30 days after exercise of the Warrant.



(b) Net Issue Exercise. Holder may also elect to receive shares equal to the value of
this Warrant (or of any portion thereof remaining unexercised) by surrender of this Warrant at the



 









 







principal office of the Company together with notice of such election, in which event the Company
shall issue to Holder the number of shares of the Company’s Common Stock computed using the
following formula:




			
	        X =	 	Y (A-B)
     A






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



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



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



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



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




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




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




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




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



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



4. Representations and Warranties of Holder and the Company 



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




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




(ii) Except for transfers to a Holder’s affiliates, the Holder is acquiring the Warrant and
the Shares of Stock issuable upon exercise of the Warrant (collectively the “Securities”)
for investment for its own account and not with a view to, or for resale in connection with,
any distribution thereof. The Holder understands that the Securities have not been
registered under the Securities Act of 1933, as amended (the “Act”) by reason of a specific
exemption from the registration provisions of the Act which depends upon, among other
things, the bona fide nature of the investment intent as expressed herein.




(iii) The Holder acknowledges that the Securities must be held indefinitely unless
subsequently registered under the Act or an exemption from such registration is available.
The Holder is aware of the provisions of Rule 144 promulgated under the Act.




(iv) The Holder is an “accredited investor” within the meaning of Regulation D promulgated
under the Act.




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



(b) Company hereby represents and warrants to Holder that, [except as set forth in the schedule
attached to this Warrant as Exhibit A (the “Disclosure Schedule”)], the statements
in the following paragraphs of this Section 4(b) are true and correct (a) as of the date hereof and
(b) except where any such representation and warranty relates specifically to an earlier date, as
of the date of any exercise of this Warrant.



          ( i ) Corporate Organization and Authority. Company (a) is a corporation duly
organized, validly existing, and in good standing in its jurisdiction of incorporation, (b) has the
corporate power and authority to own and operate its properties and to carry on its business as now
conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all
jurisdictions where such qualification is required, except where the failure to qualify would not
have a material adverse effect on the Company’s business.




          ( ii ) Corporate Power. Company has all requisite legal and corporate power and
authority to execute, issue and deliver the Warrant, to issue the Common Stock issuable upon
exercise or conversion of the Warrant, and to carry out and perform its obligations under the
Warrant and any related agreements.




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          ( iii ) Authorization; Enforceability. All corporate action on the part of Company,
its officers, directors and shareholders necessary for the authorization, execution, delivery and
performance of its obligations under this Warrant and for the authorization, issuance and delivery
of the Warrant and Stock issuable upon exercise of the Warrant has been taken and this Warrant
constitutes the legally binding and valid obligation of Company enforceable in accordance with its
terms.




          ( iv ) Valid Issuance of Warrant and Common Stock. The Warrant has been validly
issued and is free of restrictions on transfer other than restrictions on transfer set forth herein
and under applicable state and federal securities laws. The Common Stock issuable upon conversion
of this Warrant, when issued, sold and delivered in accordance with the terms of this Warrant for
the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable,
and will be free of restrictions on transfer other than restrictions on transfer under this Warrant
and under applicable state and federal securities laws. Subject to applicable restrictions on
transfer, the issuance and delivery of the Warrant and the Common Stock issuable upon conversion of
the Warrant are not subject to any preemptive or other similar rights or any liens or encumbrances
except as specifically set forth in Company’s Certificate of Incorporation or this Warrant. The
offer, sale and issuance of the Warrant and Common Stock, as contemplated by this Warrant, are
exempt from the prospectus and registration requirements of applicable United States federal and
state security laws, and neither Company nor any authorized agent acting on its behalf has or will
take any action hereafter that would cause the loss of such exemption.




          ( v ) No Conflict with Other Instruments. The execution, delivery, and performance
of this Warrant will not result in any violation of, be in conflict with, or constitute a default
under, with or without the passage of time or the giving of notice (a) any provision of Company’s
Certificate of Incorporation or by-laws; (b) any provision of any judgment, decree, or order to
which Company is a party or by which it is bound or an event which results in the creation of any
material lien, charge or encumbrance upon any material assets of Company; (c) any contract,
obligation, or commitment to which Company is a party or by which it is bound; or (d) any statute,
rule, or governmental regulation applicable to Company.




          ( vi ) Capitalization. As of recent date, the authorized capital stock of Company
consists of 100,000,000 shares of Common Stock,
$0.001 par value, of which 27,157,997 were issued
and 25,857,997 were outstanding, and 50,000,000 shares of
Preferred Stock, $0.0001 par value, of which no shares were
issued and outstanding. The outstanding shares have been duly authorized and validly issued
(including, without limitation, issued in compliance with applicable federal and state securities
laws), are fully paid and nonassessable. Company has reserved 71,301 shares of Common Stock for
issuance upon exercise of this Warrant. Except as set forth in Section 4(b) of the Disclosure
Schedule, there are no outstanding warrants, options, conversion privileges, preemptive rights or
other rights or agreements to purchase or otherwise acquire or issue any equity securities or
convertible Securities of Company, nor has the issuance of any of the aforesaid rights to acquire
securities of Company been authorized.




          ( vii) Governmental Consents. No consent, approval, order or authorization of, or
registration, qualification, designation, declaration or filing with, any federal, state or local
governmental authority on the part of Company is required in connection with the offer, sale or
issuance of the Warrant (and the Stock issuable upon the exercise of this Warrant), or the
consummation of any other transaction contemplated hereby, except for the following: (a) the


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           filing of a notice on Form D under the Act and b) the compliance with other applicable state
securities laws, which compliance will have occurred within the appropriate time periods therefore.
The offer, sale and issuance of the Warrant and the shares of Stock in conformity with the terms
of this Warrant are exempt from the registration requirements of the Act and any applicable state
laws.




5. Legends.



(a) Each certificate representing the Securities shall be endorsed with the following legend:




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



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



(b) Removal of Legend and Transfer Restrictions. The legend relating to the Act endorsed
on a certificate pursuant to paragraph 5(a) of this Warrant shall be removed and the Company shall
issue a certificate without such legend to the Holder of the Securities if (i) the Securities are
registered under the Act and a prospectus meeting the requirements of Section 10 of the Act is
available or (ii) the Holder provides to the Company an opinion of counsel for the Holder
reasonably satisfactory to the Company, a no-action letter or interpretive opinion of the staff of
the SEC reasonably satisfactory to the Company, or other evidence reasonably satisfactory to the
Company, to the effect that public sale, transfer or assignment of the Securities may be made
without registration and without compliance with any restriction such as Rule 144.



6. Condition of Transfer or Exercise of Warrant. It shall be a condition to any
transfer or exercise of this Warrant that at the time of such transfer or exercise, the Holder
shall provide the Company with a representation in writing that the Holder or transferee is
acquiring this Warrant and the shares of Stock to be issued upon exercise for investment purposes
only and not with a view to any sale or distribution, or will provide the Company with a statement
of pertinent facts covering any proposed distribution. As a further condition to any transfer of
this Warrant or any or all of the shares of Stock issuable upon exercise of this Warrant, other
than a transfer registered under the Act, the Company may request a legal opinion, in form and
substance satisfactory to the Company and its counsel, reciting the pertinent circumstances
surrounding the proposed transfer and stating that such transfer is exempt from the registration
and prospectus delivery requirements of the Act. The Company shall not require Holder to provide
an opinion of counsel if the transfer is to an affiliate of Holder. Each certificate evidencing the
shares issued



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upon exercise of the Warrant or upon any transfer of the shares (other than a transfer registered
under the Act or any subsequent transfer of shares so registered) shall, at the Company’s option,
if the Shares are not freely saleable under Rule 144(k) under the Act, contain a legend in form and
substance satisfactory to the Company and its counsel, restricting the transfer of the shares to
sales or other dispositions exempt from the requirements of the Act. As further condition to each
transfer, at the request of the Company, the Holder shall surrender this Warrant to the Company and
the transferee shall receive and accept a Warrant, of like tenor and date, executed by the Company.



Holder shall not have any right to transfer any portion of this Warrant to: (A) any person or
entity organized or domiciled outside the United States; (B) any person or entity with a primary
business activity involving the life sciences or the research, development or sale of
pharmaceutical or medical device products; or (C) any person or entity whose primary business
purpose is the buy-out or acquisition of operating companies.



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



     (a) Reclassification or Merger. In case of any reclassification or change of
securities of the class issuable upon exercise of this Warrant (other than a change in par value,
or from par value to no par value, or from no par value to par value, or as a result of a
subdivision or combination), or in case of any merger of the Company with or into another
corporation (other than a merger with another corporation in which the Company is the acquiring and
the surviving corporation and which does not result in any reclassification or change of
outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or
substantially all of the assets of the Company, the Company, or such successor or purchasing
corporation, as the case may be, shall duly execute and deliver to the Holder a new Warrant (in
form and substance satisfactory to the Holder of this Warrant), or the Company shall make
appropriate provision without the issuance of a new Warrant, so that the Holder shall have the
right to receive, at a total purchase price not to exceed that payable upon the exercise of the
unexercised portion of this Warrant, and in lieu of the shares of Stock theretofore issuable upon
exercise of this Warrant, the kind and amount of shares of stock, other securities, money and
property receivable upon such reclassification, change, merger or sale by a Holder of the number of
shares of Stock then purchasable under this Warrant, or in the case of such a merger or sale in
which the consideration paid consists all or in part of assets other than securities of the
successor or purchasing corporation, at the option of the Holder, the securities of the successor
or purchasing corporation having a value at the time of the transaction equivalent to the value of
the Stock purchasable upon exercise of this Warrant at the time of the transaction. Any new
Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to
the adjustments provided for in this Section 7. The provisions of this subparagraph (a) shall
similarly apply to successive reclassifications, changes, mergers and transfers.



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



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



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



8. Notice of Adjustments. Whenever any Warrant Price or the kind or number of securities
issuable under this Warrant shall be adjusted pursuant to Section7 hereof, the Company shall
prepare a certificate signed by an officer of the Company setting forth, in reasonable detail, the
event requiring the adjustment, the amount of the adjustment, the method by which such adjustment
was calculated, and the Warrant Price and number or kind of shares issuable upon exercise of the
Warrant after giving effect to such adjustment, and shall cause copies of such certificate to be
mailed (by certified or registered mail, return receipt required, postage prepaid) within thirty
(30) days of such adjustment to the Holder of this Warrant as set forth in Section 17 hereof.



9. Transferability of Warrant. This Warrant is transferable on the books of the Company
at its principal office by the registered Holder hereof upon surrender of this Warrant properly
endorsed, subject to compliance with Section 6 and applicable federal and state securities laws.
The Company shall issue and deliver to the transferee a new Warrant representing the Warrant so
transferred. Upon any partial transfer, the Company will issue and deliver to Holder a new Warrant
with respect to the Warrant not so transferred. Holder shall not have any right to transfer any
portion of this Warrant to any direct competitor of the Company.



10. Registration Rights. If at any time the Company determines to register under the
Securities Act of 1933, as amended, (including pursuant to a demand of any security holder of the
Company exercising registration rights), any of its Common Stock (except securities to be issued
solely in connection with any acquisition of any entity or business, shares issuable solely upon
exercise of stock options, shares issuable solely pursuant to employee benefit plans or shares to
be registered on any registration form that does not permit secondary sales), it must give Holder
written notice of such determination at least 30 days prior to each such filing. If, within 15
days after receipt of such notice, Holder so requests in writing, the Company must include in such



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registration statement (to the extent permitted by applicable regulation) all or any part of
Holder’s warrants and shares of Common Stock (or other securities representing Common Stock)
purchasable or purchased from time to time under Holder’s warrants (collectively “Registrable
Securities”) that Holder requests to be registered. Any Registrable Securities that are included
in any underwritten offering under this Section 10 will be sold upon such terms as the managing
underwriters reasonably request, which may include without limitation a cutback in the Registrable
Securities to be registered. If Holder disapproves of the terms of such underwriting, Holder may
elect to withdraw from such underwriting by written notice to the Company and the underwriter.



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



12. Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon
the exercise of this Warrant shall be made without charge to the Holder for any United States or
state of the United States documentary stamp tax or other incidental expense with respect to the
issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and
such certificates shall be issued in the name of the Holder.



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



14. Registry of Warrant. The Company shall maintain a registry showing the name and
address of the registered Holder of this Warrant. This Warrant may be surrendered for exchange or
exercise, in accordance with its terms, at such office or agency of the Company, and the Company
and Holder shall be entitled to rely in all respects, prior to written notice to the contrary, upon
such registry.



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



16. Miscellaneous.




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




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




(c) Governing Law. This Warrant shall be governed by and construed in accordance
with the laws of the State of Delaware.




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



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(e) Saturdays, Sundays, Holidays. If the last or appointed day for the taking of
any action or the expiration of any right required or granted herein shall be a Saturday or
a Sunday or shall be a legal holiday in the Commonwealth of Massachusetts, then such action
may be taken or such right may be exercised on the next succeeding day not a legal holiday.




(f) Waiver of Jury Trial. Each of the parties hereto hereby waives to the fullest
extent permitted by applicable law, any right it may have to a trial by jury in respect of
any litigation directly or indirectly arising out of, under or in connection with this
Warrant or the Shares.




(g) Attorney’s Fees. In the event of any dispute between the parties concerning the
terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled
to collect from the other party all costs incurred in such dispute, including reasonable
attorney’s fees.



17. No Impairment. The Company will not, by amendment of its Certificate of Incorporation
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the
terms of this Warrant, but will at all times in good faith assist in the carrying out of all such
terms and in the taking of all such action as may be necessary or appropriate in order to protect
the rights of the Holder hereof against impairment.



18. Addresses. Any notice required or permitted hereunder shall be in writing and shall
be mailed by overnight courier, registered or certified mail, return receipt required, and postage
prepaid, or otherwise delivered by hand or by messenger, addressed as set forth below, or at such
other address as the Company or the Holder hereof shall have furnished to the other party.




			
	                    If to the Company:	 	Cyberkinetics Neurotechnology Systems, Inc.

100 Foxborough Blvd., Suite 240

Foxborough, MA 02035

Attn: Chief Financial Officer






			
	                    If to the Holder:	 	General Electric Capital Corporation

83 Wooster Heights Road

Danbury, CT 06810

Attn: Stephen Festa, Credit Manager

Phone: (203) 205-5215





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



Dated as
of December 27, 2005.






 







			
	By:	 	 /s/ Timothy R. Surgenor

 







			
	Name:	 	 Timothy R. Surgenor
 







			
	Title:	 	 President and CEO
 











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NOTICE OF EXERCISE

TO:



     The undersigned Warrantholder (“Holder”) elects to acquire shares of Stock (the “Common
Stock”) of ___, (the “Company”), pursuant to the terms of the Warrant dated
___, 2005 (the “Warrant”).




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






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






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






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





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



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


Name:

Address:
 

Taxpayer I.D.:




	 	 	 	 	 
	 	 	 
	 	 	(Holder)
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Date:	 	 
	 

	 	 	 	 






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