EX-4.13






Exhibit 4.13



THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE
REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE ACT AND ANY OTHER APPLICABLE SECURITIES
LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT SUCH
REGISTRATION IS NOT REQUIRED.



WARP TECHNOLOGY HOLDINGS, INC.




WARRANT TO PURCHASE _______ SHARES OF

COMMON STOCK, PAR VALUE $0.00001 PER SHARE




Date      Warrant No.      



For value received, WARP TECHNOLOGY HOLDINGS, INC., a Nevada corporation (the
“Corporation”), hereby certifies that      , or its registered transferees, successors or
assigns (each person or entity holding all or part of this Warrant being referred to as a
“Holder”), is the registered holder of warrants (the “Warrants”) to subscribe for
and purchase      (     ) shares (as adjusted pursuant to Section 3 hereof, the
“Warrant Shares”) of the fully paid and nonassessable common stock, par value $0.00001 per
share (the “Common Stock”), of the Corporation, at a purchase price per share initially
equal to ONE DOLLAR AND THIRTY SEVEN AND ONE-HALF CENTS ($1.375) (the “Warrant Price”) on
or before, 5:00 P.M., Eastern Time, on      (the “Expiration Date”), subject to the
provisions and upon the terms and conditions hereinafter set forth; provided,
however, that in the event that any portion of this Warrant is unexercised as of the
Expiration Date, the terms of Section 1(b) below shall apply. As used in this Warrant, the
term “Business Day” means any day other than a Saturday or Sunday on which commercial banks
located in New York, New York are open for the general transaction of business. This Warrant has
been issued in connection with a $     bridge loan (the “Bridge Loan”) of even date
herewith, which Bridge Loan is memorialized by a $     promissory note (the “Bridge
Note”) due from the Corporation to the initial Holder. The Warrant Shares will be registered
on the same terms (if any) as the Common Stock underlying the securities described in Section
3.1(e)(E) hereof.



1. Exercise.



(a) Method of Exercise; Payment; Issuance of New Warrant.




(i) Subject to the provisions hereof, the Holder may exercise this Warrant,
in whole or in part and from time to time, by the surrender of this Warrant (with the Notice
of Exercise attached hereto as Appendix A duly executed) at the principal office of
the Corporation, or such other office or agency of the Corporation as it may reasonably
designate by written notice to the Holder, during normal business hours on any Business Day,
and the payment by the Holder by cash, certified check payable to the Corporation or wire
transfer of immediately available funds to an account designated to the exercising Holder by
the Corporation of an amount equal to the then applicable Warrant Price multiplied by the
number of Warrant Shares then being purchased, or in the event of a cashless exercise
pursuant to Section 1(c) below, with the Net Issue Election Notice attached hereto
as Appendix B duly executed and completed. On the date on which the Holder shall
have satisfied in full the Holder’s obligations set forth herein regarding an exercise of
this Warrant (provided such date is prior to the Expiration Date), the Holder (or such other
person or persons as directed by the Holder, subject to compliance with applicable
securities laws) shall be treated for all purposes as the holder of record of such Warrant
Shares as of the close of business on such date.




(ii) In the event of any exercise of the rights represented by this Warrant,
certificates for the whole number of shares of Common Stock so purchased shall be delivered
to the Holder (or such other person or persons as directed by the Holder, subject to
compliance with applicable securities laws) as promptly as is reasonably practicable (but
not later than three (3) Business Days) after such exercise at the Corporation’s expense,
and, unless this Warrant has been fully exercised, a new Warrant representing the whole
number of Warrant Shares, if any, with respect to which this Warrant shall not then have
been exercised shall also be issued to the Holder as soon as reasonably practicable
thereafter (but not later than three (3) Business Days) after such exercise.



(b) Automatic Exercise. If any portion of this Warrant remains unexercised
as of the Expiration Date and the Fair Market Value of one share of Common Stock as of the
Expiration Date is greater than the applicable Warrant Price as of the Expiration Date, then this
Warrant shall be deemed to have been exercised automatically immediately prior to the close of
business on the Expiration Date (or, in the event that the Expiration Date is not a Business Day,
the immediately preceding Business Day) (the “Automatic Exercise Date”) in the manner
provided in Section 1(c) below, and the Holder (or such other person or persons as directed
by the Holder, subject to compliance with applicable securities laws) shall be treated for all
purposes as the holder of record of such Warrant Shares as of the close of business on such
Automatic Exercise Date. This Warrant shall be deemed to be surrendered to the Corporation on the
Automatic Exercise Date by virtue of this Section 1(b) without any action by the Holder.
As promptly as is reasonably practicable on or after the Automatic Exercise Date, but in no event
prior to the date on which this Warrant is surrendered to the Corporation at the principal office
of the Corporation, or such other office or agency of the Corporation as it may reasonably
designate by written notice to the Holder, during normal business hours on any Business Day, the
Corporation at its expense shall issue and deliver to the Holder (or such other person or persons
as directed by the Holder, subject to compliance with applicable securities laws) a certificate or
certificates for the number of Warrant Shares issuable upon such exercise, in accordance with
Section 1(c).



(c) Cashless Right to Convert Warrant into Common Stock. Notwithstanding
any provision herein to the contrary, if as of the date of exercise of all or a part of this
Warrant, the Fair Market Value for one share of Common Stock is greater than the Warrant Price,
then in lieu of exercising this Warrant for cash, the Holder may elect to receive, without the
payment by the Holder of the Warrant Price, Warrant Shares equal to the value of this Warrant or
any portion hereof by the surrender of this Warrant (or such portion of this Warrant being so
exercised) together with the Net Issue Election Notice annexed hereto as Appendix B duly
executed and completed, at the office of the Corporation, or such other office or agency of the
Corporation as it may reasonably designate by written notice to the Holder, during normal business
hours on any Business Day. Thereupon, the Corporation shall issue to the Holder such number of
fully paid, validly issued and nonassessable Warrant Shares, as is computed using the following
formula:



X= Y(A-B)

A




where



X = the number of shares of Common Stock to be issued to the Holder (or such other person or
persons as directed by the Holder, subject to compliance with all applicable laws) upon such
exercise of the rights under this Section 1(c)



Y = the total number of shares of Common Stock covered by this Warrant which the Holder has
surrendered for cashless exercise



A = the “Fair Market Value” of one share of Common Stock on the date that the Holder delivers
the Net Issue Election Notice to the Corporation as provided herein



B = the Warrant Price in effect under this Warrant on the date that the Holder delivers the
Net Issue Election Notice to the Corporation as provided herein



The “Fair Market Value” of a share of Common Stock as of a particular date (the
“Valuation Date”) shall mean the following:




(i) if the Common Stock is then listed on a national securities exchange, the
average closing sale price of one share of Common Stock on such exchange over the ten (10)
trading days ending on the last trading day prior to the Valuation Date; provided that if
such stock has not traded in the ten (10) consecutive trading days prior to the Valuation
Date, the Fair Market Value shall be the average closing price of one share of Common Stock
in the most recent ten (10) trading days during which the Common Stock has traded prior to
the Valuation Date;




(ii) if the Common Stock is then included in The Nasdaq Stock Market, Inc.
(“Nasdaq”), the average closing sale price of one share of Common Stock on Nasdaq
over the ten (10) trading days ending on the last trading day prior to the Valuation Date
or, if no closing sale price is available for any of such ten (10) trading days, the closing
sale price for such day shall be determined as the average of the high bid and the low ask
price quoted on Nasdaq as of the end of such trading day; provided that if the Common Stock
has not traded in the ten (10) consecutive trading days prior to the Valuation Date, the
Fair Market Value shall be the average closing price of one share of Common Stock in the
most recent ten (10) trading days during which the Common Stock has traded prior to the
Valuation Date;




(iii) If the Common Stock is then included in the Over-the-Counter Bulletin
Board, the average closing sale price of one share of Common Stock on the Over-the-Counter
Bulletin Board over the ten (10) trading days ending on the last trading day prior to the
Valuation Date or, if no closing sale price is available for any of such ten (10) trading
days, the closing sale price for such day shall be determined as the average of the high bid
and the low ask price quoted on the Over-the-Counter Bulletin Board as of the end of such
trading day; provided that if the Common Stock has not traded in the ten (10) consecutive
trading days prior to the Valuation Date, the Fair Market Value shall be the average closing
price of one share of Common Stock in the most recent ten (10) trading days during which the
Common Stock has traded prior to the Valuation Date;




(iv) if the Common Stock is then included in the “pink sheets”, the average
closing sale price of one share of Common Stock on the “pink sheets” over the ten (10)
trading days ending on the last trading day prior to the Valuation Date or, if no closing
sale price is available for any of such ten (10) trading days, the closing sale price for
such day shall be determined as the average of the high bid and the low ask price quoted on
the “pink sheets” as of the end of such trading day; provided that if the Common Stock has
not traded in the ten (10) consecutive trading days prior to the Valuation Date, the Fair
Market Value shall be the average closing price of one share of Common Stock in the most
recent ten (10) trading days during which the Common Stock has traded prior to the Valuation
Date; or




(v) if the Common Stock is not then listed on a national securities exchange
or quoted on Nasdaq or the Over-the-Counter Bulletin Board or the “pink sheets”, the Fair
Market Value of one share of Common Stock as of the Valuation Date shall be determined in
good faith by the Board of Directors of the Corporation (the “Board”).



2. Reservation of Shares; Stock Fully Paid; Listing. Upon the effectiveness
of the Amendment, the Corporation shall keep reserved a sufficient number of shares of the
authorized and unissued shares of Common Stock to provide for the exercise of the rights of
purchase represented by this Warrant in compliance with its terms. All Warrant Shares issued upon
exercise of this Warrant shall be, at the time of delivery of the certificates for such Warrant
Shares upon payment in full of the Warrant Price therefor in accordance with the terms of this
Warrant (or proper exercise of the cashless exercise rights contained in Section 1(c)
hereof), duly authorized, validly issued, fully paid and non-assessable shares of Common Stock of
the Corporation. The Corporation shall during all times prior to the Expiration Date when the
shares of Common Stock issuable upon the exercise of this Warrant are authorized for listing or
quotation on any national securities exchange, Nasdaq (or the Over-the-Counter Bulletin Board or
the “pink sheets”, as the case may be), keep the shares of Common Stock issuable upon the exercise
of this Warrant authorized for listing or quotation on such national securities exchange, Nasdaq
(or the Over-the-Counter Bulletin Board or the “pink sheets”, as the case may be).



3. Adjustments and Distributions.



3.1 If the Corporation shall, while this Warrant is outstanding, issue or sell shares of its
Common Stock or “Common Stock Equivalents” (as defined below) without consideration
or at a price per share or “Net Consideration Per Share” (as defined below)
less than the Warrant Price in effect immediately prior to such issuance or sale, then in each such
case the Warrant Price then in effect at such time, except as hereinafter provided, shall be
lowered so as to be equal to the Net Consideration Per Share.



(a) Common Stock Equivalents.




	 	(i)	 	General. For the purposes of this Warrant, the
issuance of any warrants, options, subscription or purchase rights with
respect to shares of Common Stock and the issuance of any securities
(including, without limitation, securities evidencing indebtedness)
convertible into or exchangeable for shares of Common Stock and the
issuance of any warrants, options, subscription or purchase rights with
respect to such convertible or exchangeable securities (collectively,
“Common Stock Equivalents”), shall be deemed an issuance of
Common Stock. Any obligation, agreement or undertaking to issue Common
Stock Equivalents at any time in the future shall be deemed to be an
issuance at the time such obligation, agreement or undertaking is made
or arises. No adjustment of the Warrant Price shall be made under this
Warrant upon the issuance of any shares of Common Stock which are
issued pursuant to the exercise, conversion or exchange of any Common
Stock Equivalents.






	 	(ii)	 	Adjustments for Adjustment, Cancellation or
Expiration of Common Stock Equivalents. Should the Net Consideration
Per Share of any such Common Stock Equivalents be decreased from time
to time other than as a result of the application of anti-dilution
provisions substantially similar to the provisions of this Warrant,
then, upon the effectiveness of each such change, the Warrant Price
will be that which would have been obtained (1) had the adjustments
made upon the issuance of such Common Stock Equivalents been made upon
the basis of the new Net Consideration Per Share of such securities,
and (2) had the adjustments made to the Warrant Price since the date of
issuance of such Common Stock Equivalents been made to such Warrant
Price as adjusted pursuant to clause (1) above. Any adjustment of the
Warrant Price which relates to any Common Stock Equivalent shall be
disregarded if, as, and when such Common Stock Equivalent expires or is
canceled without being exercised, or is repurchased by the Corporation
at a price per share at or less than the original purchase price, so
that the Warrant Price effective immediately upon such cancellation or
expiration shall be equal to the Warrant Price that would have been in
effect (1) had the expired or canceled Common Stock Equivalent not been
issued, and (2) had the adjustments made to the Warrant Price since the
date of issuance of such Common Stock Equivalents been made to the
Warrant Price which would have been in effect had the expired or
canceled Common Stock Equivalent not been issued.





(b) Net Consideration Per Share. For purposes of this Warrant, the “Net
Consideration Per Share” which shall be receivable by the Corporation for any
Common Stock issued upon the exercise or conversion of any Common Stock Equivalents shall be
determined as follows:




	 	(i)	 	The “Net Consideration Per Share” shall
mean the amount equal to the total amount of consideration, if any,
received by the Corporation for the issuance of such Common Stock
Equivalents, plus the minimum amount of consideration, if any, payable
to the Corporation upon exercise, or conversion or exchange thereof,
divided by the maximum aggregate number of shares of Common Stock
(without regard to any provision contained therein providing for a
subsequent adjustment to such number) that would be issued if all such
Common Stock Equivalents were exercised, exchanged or converted.






	 	(ii)	 	The “Net Consideration Per Share” which shall
be receivable by the Corporation shall be determined in each instance
as of the date of issuance of Common Stock Equivalents without giving
effect to any possible future upward price adjustments or rate
adjustments which may be applicable with respect to such Common Stock
Equivalents.





(c) Stock Dividends for Holders of Capital Stock Other Than Common Stock. In the
event that the Corporation shall make or issue (otherwise than to holders of Common Stock), or
shall fix a record date for the determination of holders of any capital stock of the Corporation
other than holders of Common Stock entitled to receive, a dividend or other distribution payable in
Common Stock or securities of the Corporation convertible into or otherwise exchangeable for shares
of Common Stock of the Corporation, then such Common Stock or other securities issued in payment of
such dividend shall be deemed to have been issued for their fair market value as is reasonably
determined in good faith by the Board of Directors of the Corporation.



(d) Consideration Other than Cash. For purposes of this Warrant, if a part or all of
the consideration received by the Corporation in connection with the issuance of shares of Common
Stock or the issuance of any of the securities described in this Warrant consists of property other
than cash, such consideration shall be deemed to have a fair market value as is reasonably
determined in good faith by the Board of Directors of the Corporation.



(e) Exceptions to Anti-Dilution Adjustments. This Section 3.1 shall not apply (A)
under any of the circumstances which would constitute an Extraordinary Common Stock Event (as
described below) (such circumstances being accounted for pursuant to Section 3.2 hereof), (B) to
the issuance of Common Stock upon the conversion of the Corporation’s Series C Preferred Stock,
Series B Preferred Stock or Series B-2 Preferred Stock, (C) to the issuance of the Series C
Preferred Stock and the warrants (including this Warrant) issued in connection therewith, (D) upon
the exercise of (x) this Warrant, (y) any warrants issued in connection with the issuance of the
Series C Preferred Stock or any Initial Warrants or Additional Warrants issued pursuant to a
certain Senior Note and Warrant Purchase Agreement, dated as of January 31, 2005, by and among the
Corporation and the Purchasers signatory thereto or other warrants or options to purchase shares of
Common Stock or (z) the warrants issued to Fortress Credit Corp. in connection with the
Corporation’s $50 million senior credit agreement, (E) the issuance of any convertible debt or
convertible equity in connection with the Corporation’s acquisition of five portfolio companies
from Platinum Equity LLC as described in the Corporation’s Form 8-K filed with the Securities and
Exchange Commission on September 16, 2005, or the exercise or conversion of any such debt or equity
securities, or (F) other securities convertible into shares of Common Stock, outstanding prior to
the original issue date of this Warrant. Further, the adjustments described in this Section 3.1
shall not apply with respect to the issuance or sale of shares of Common Stock, or the grant of
options exercisable therefor, issued or issuable after the original issue date of this Warrant to:




	 	(i)	 	directors, officers, employees and consultants
of the Corporation or any subsidiary pursuant to any qualified or
non-qualified stock option plan or agreement, stock purchase plan or
agreement, stock restriction agreement, employee stock ownership plan,
consultant equity compensation plan or arrangement approved by the
Board of Directors or an authorized committee thereof, including any
repurchase or stock restriction agreement, or such other options,
issuances, arrangements, agreements or plans intended principally as a
means of providing compensation for employment or services and approved
by the Board of Directors;






	 	(ii)	 	capital stock, or options or warrants to
purchase capital stock, issued to financial institutions or lessors in
connection with commercial credit arrangements, equipment financings,
commercial property lease transactions or similar transactions;






	 	(iii)	 	capital stock, or warrants or options to
purchase capital stock, issued in connection with bona fide
acquisitions, mergers or similar transactions, the terms of which are
approved by the Board of Directors of the Corporation; and






	 	(iv)	 	capital stock issued or issuable to an entity
as a component of any business relationship with such entity for the
purpose of (A) joint venture, technology licensing or development
activities, (B) distribution, supply or manufacture of the
Corporation’s products or services or (C) any other arrangements
involving corporate partners that are primarily for purposes other than
raising capital, the terms of which business relationship with such
entity are approved by the Board of Directors.





(f) No Fractional Adjustments. No adjustment of the Warrant Price shall be made in an
amount less than one cent per share, provided that any adjustments which are not required to be
made by reason of this sentence shall be carried forward and shall be either taken into account in
any subsequent adjustment made prior to three years from the date of the event giving rise to the
adjustment being carried forward and prior to exercise, or shall be made at the end of three years
from the date of the event giving rise to the adjustment being carried forward.



(g) No Increased Warrant Price. Notwithstanding any other provisions of this Section
3, except to the limited extent provided for in Sections 3.1(a)(ii), no adjustment of the Warrant
Price pursuant to this Section 3 shall have the effect of increasing the Warrant Price above the
Warrant Price in effect immediately prior to such adjustment.



3.2 Adjustment Upon Extraordinary Common Stock Event. Upon the happening of an
Extraordinary Common Stock Event (as hereinafter defined), the Warrant Price shall, simultaneously
with the happening of such Extraordinary Common Stock Event, be adjusted by multiplying such
Warrant Price by a fraction, the numerator of which shall be the number of shares of Common Stock
outstanding immediately prior to such Extraordinary Common Stock Event and the denominator of which
shall be the number of shares of Common Stock outstanding immediately after such Extraordinary
Common Stock Event, and the product so obtained shall thereafter be the Warrant Price which, as so
adjusted, shall be readjusted in the same manner upon the happening of any successive Extraordinary
Common Stock Event or Events.



An “Extraordinary Common Stock Event” shall mean (i) the issue of additional shares of Common
Stock as a dividend or other distribution on outstanding shares of Common Stock, (ii) a subdivision
of outstanding shares of Common Stock into a greater number of shares of Common Stock, or (iii) a
combination or reverse stock split of outstanding shares of Common Stock into a smaller number of
shares of the Common Stock.



3.3 Adjustment Upon Certain Dividends. In the event the Corporation shall make or
issue, or shall fix a record date for the determination of holders of Common Stock entitled to
receive, a dividend or other distribution with respect to the Common Stock payable in (i)
securities of the Corporation other than shares of Common Stock, or (ii) other
assets (excluding cash dividends or distributions), then and in each such event provision shall be
made so that the Holder shall receive upon exercise of this Warrant in addition to the number of
shares of Common Stock receivable thereupon, the number of securities or such other assets of the
Corporation which they would have received had this Warrant been exercised immediately prior to
such event.



3.4 Adjustment Upon Capital Reorganization or Reclassification. If the Common Stock
shall be changed into the same or different number of shares of any other class or classes of
capital stock, whether by capital reorganization, recapitalization, reclassification or otherwise
(other than an Extraordinary Common Stock Event provided for in Section 3.2, a dividend or other
distribution provided for in Section 3.3, or a merger or other transaction provided for in Section
3.5), then and in each such event, the Holder shall have the right thereafter to receive, upon
exercise of this Warrant, in lieu of the number of shares of Common Stock which the Holder would
otherwise have been entitled to receive, the kind and amount of shares of capital stock and other
securities and property receivable upon such reorganization, recapitalization, reclassification or
other change by the holders of the number of shares of Common Stock for which this Warrant could
have been exercised immediately prior to such reorganization, recapitalization, reclassification or
change, all subject to further adjustment as provided herein.



3.5 Adjustment for Merger or Reorganization, etc.



(a) In case of any consolidation or merger of the Corporation with or into another corporation
or the sale of all or substantially all of the assets of the Corporation to another corporation:
if the surviving entity shall consent in writing to the following provisions, then this Warrant
shall thereafter be exercisable for the kind and amount of shares of stock or other securities or
property to which a holder of the number of shares of Common Stock of the Corporation deliverable
upon exercise of this Warrant would have been entitled upon such consolidation, merger or sale;
and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors)
shall be made in the application of the provisions in this Section 3 with respect to the rights and
interest thereafter of the Holder of this Warrant, to the end that the provisions set forth in this
Section 3 (including provisions with respect to changes in and other adjustments of the Warrant
Price) shall thereafter be applicable, as nearly as reasonably possible, in relation to any shares
of stock or other property thereafter deliverable upon the exercise of this Warrant.



(b) The provision for such rights on each of this Warrant shall be a condition precedent to
the consummation by the Corporation of any such transaction.



3.6 Certificate as to Adjustments; Notice by Corporation. In each case of an
adjustment or readjustment of the Warrant Price, the Corporation at its expense will furnish the
Holder with a certificate prepared by the Treasurer or Chief Financial Officer of the Corporation,
showing such adjustment or readjustment, and stating in detail the facts upon which such adjustment
or readjustment is based.



3.7 Further Adjustments. In the event that, as a result of an adjustment made
pursuant to this Section 3, the Holder shall become entitled to receive any shares of capital stock
of the Corporation other than shares of Common Stock, the number of such other shares so receivable
upon exercise of this Warrant shall be subject thereafter to adjustment from time to time in a
manner and on terms as nearly equivalent as practicable to the provisions with respect to the
Warrant Shares contained in this Warrant.



3.8 Adjustment of Number of Shares. Upon each adjustment in the Warrant Price
pursuant to this Section 3, the number of Warrant Shares purchasable hereunder shall be adjusted,
to the nearest whole share, to the product obtained by multiplying the number of Warrant Shares
purchasable immediately prior to such adjustment by a fraction, (i) the numerator of which shall be
the Warrant Price immediately prior to such adjustment, and (ii) the denominator of which shall be
the Warrant Price immediately thereafter.



4. Transfer Taxes. The Corporation will pay any documentary stamp taxes attributable
to the initial issuance of Warrant Shares issuable upon the exercise of the Warrant;
provided, however, that the Corporation shall not be required to pay any tax or
taxes which may be payable in respect of any transfer involved in the issuance or delivery of any
certificates for Warrant Shares in a name other than that of the registered holder of this Warrant
in respect of which such shares are issued, and in such case, the Corporation shall not be required
to issue or deliver any certificate for Warrant Shares or any Warrant until the person requesting
the same has paid to the Corporation the amount of such tax or has established to the Corporation’s
reasonable satisfaction that such tax has been paid.



5. Mutilated or Missing Warrants. In case this Warrant shall be mutilated, lost,
stolen, or destroyed, the Corporation shall issue in exchange and substitution of and upon
cancellation of the mutilated Warrant, or in lieu of and substitution for the Warrant lost, stolen
or destroyed, a new Warrant of like tenor and for the purchase of a like number of Warrant Shares,
but only upon receipt of evidence reasonably satisfactory to the Corporation of such loss, theft or
destruction of the Warrant, and with respect to a lost, stolen or destroyed Warrant, reasonable and
customary indemnity or bond with respect thereto, if requested by the Corporation.



6. Fractional Shares. No fractional shares of Common Stock shall be issued in
connection with any exercise or cashless exercise hereunder, and in lieu of any such fractional
shares the Corporation shall make a cash payment therefor to the Holder (or such other person or
persons as directed by the Holder, subject to compliance with all applicable laws) based on the
Fair Market Value of a share of Common Stock on the date of exercise or cashless exercise of this
Warrant.



7. Compliance with Securities Act and Legends. The Holder, by acceptance hereof,
agrees that it will not offer, sell or otherwise dispose of this Warrant, or any shares of Common
Stock to be issued upon exercise hereof except under circumstances which will not result in a
violation of the Securities Act of 1933, as amended, or the rules and regulations promulgated
thereunder, as amended (the “1933 Act”), or any state’s securities laws. All shares of
Common Stock issued upon exercise of this Warrant (unless registered under the 1933 Act) shall be
stamped or imprinted with a legend as follows:



THIS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN
EFFECTIVE REGISTRATION STATEMENT COVERING THESE SECURITIES UNDER
THE ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION
OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT SUCH
REGISTRATION IS NOT REQUIRED.



8. Rights as a Stockholder. Except as expressly provided in this Warrant, no Holder,
as such, shall be entitled to vote or receive dividends or be deemed the holder of Common Stock or
any other securities of the Corporation which may at any time be issuable on the exercise hereof
for any purpose, nor shall anything contained herein be construed to confer upon the Holder, as
such, any of the rights of a stockholder of the Corporation or any right to vote for the election
of the directors or upon any matter submitted to stockholders at any meeting thereof, or to receive
notice of meetings, or to receive dividends or subscription rights or otherwise, until this Warrant
shall have been exercised and the Warrant Shares purchasable upon the exercise hereof shall have
become deliverable, as provided herein.



9. Modification and Waiver. This Warrant and any provision hereof shall not be
changed, waived, discharged or terminated except by an instrument in writing signed by the
Corporation and the then current Holder, and such change, waiver, discharge or termination shall be
binding on any future Holder, provided, however, that no such changes shall be
applicable to the other warrants issued pursuant to the Notes described in the Subscription
Agreement unless the holders thereof expressly agree thereto in writing.



10. Notices. Unless otherwise provided, any notice required or permitted under this
Warrant shall be given in accordance with the terms of the Subscription Agreement.



11. Descriptive Headings. The descriptive headings contained in this Warrant are
inserted for convenience only and do not constitute a part of this Warrant.



12. Governing Law. The validity, interpretation and performance of this Warrant shall
be governed by, and construed in accordance with, the laws of the State of New York applicable to
contracts made and to be performed entirely within such State, regardless of the law that might be
applied under principles of conflicts of law.



13. Acceptance. Receipt and execution of this Warrant by the Holder hereof shall
constitute acceptance of and agreement to the foregoing terms and conditions.



14. Identity of Transfer Agent. The Transfer Agent for the Common Stock is Pacific
Stock Transfer Company. Upon the appointment of any subsequent transfer agent for the Common Stock
or other shares of the Corporation’s capital stock issuable upon the exercise of the rights of
purchase represented by this Warrant, the Corporation will mail to the Holder a statement setting
forth the name and address of such transfer agent.



15. No Impairment of Rights. The Corporation will not, by amendment of its
Certificate of Incorporation or through 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 of this Warrant against
material impairment.



16. Assignment. Subject to the terms hereof and compliance with applicable federal
and state securities laws, this Warrant may be transferred by the Holder with respect to any or all
of the Warrant Shares then purchasable hereunder. Upon surrender of this Warrant to the
Corporation, together with a properly endorsed notice of transfer (an “Assignment Form”),
for transfer of this Warrant in its entirety by the Holder, the Corporation shall issue a new
warrant of the same denomination to the designated transferee. Upon surrender of this Warrant to
the Corporation, together with a properly endorsed Assignment Form, by the Holder for transfer with
respect to a portion of the Warrant Shares then purchasable hereunder, the Corporation shall issue
a new warrant to the designated transferee, in such denomination as shall be requested by the
Holder hereof, and shall issue to such Holder a new warrant covering the number of Warrant Shares
in respect of which this Warrant shall not have been transferred. In addition to, and not in
limitation of, the foregoing, a Holder that is a corporation, a partnership or a limited liability
company, may distribute any portion of this Warrant to its respective shareholders, partners or
members. Unless and until the provisions for assignment set forth herein have been fully complied
with, the Corporation may treat the last registered Holder as the absolute owner of this Warrant
for all purposes, notwithstanding any notice to the contrary.



17. Limitation on Exercise. Notwithstanding anything to the contrary contained
herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise
of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure
that, following such exercise (or other issuance), the total number of shares of Common Stock then
beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial
ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of
the Exchange Act, does not exceed 9.99% of the total number of issued and outstanding shares of
Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise).
For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the
Exchange Act and the rules and regulations promulgated thereunder. Each delivery of an Exercise
Notice hereunder will constitute a representation by the Holder that it has evaluated the
limitation set forth in this paragraph and determined that issuance of the full number of Warrant
Shares requested in such Exercise Notice is permitted under this paragraph. This provision shall
not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in
order to determine the amount of securities or other consideration that such Holder may receive in
the event of a merger or other business combination or reclassification involving the Corporation
as contemplated in Section 3 of this Warrant. By written notice to the Corporation, the Holder may
waive the provisions of this Section but any such waiver will not be effective until the 61st day
after such notice is delivered to the Corporation.



IN WITNESS WHEREOF, the Corporation and the Holder have caused this Warrant to be executed on
their behalf by one of their officers thereunto duly authorized.




WARP TECHNOLOGY HOLDINGS, INC.




By:

Name:

Title:




APPENDIX A




NOTICE OF EXERCISE




To: WARP TECHNOLOGY HOLDINGS, INC.



1. The undersigned hereby irrevocably elects to purchase [     ] shares of Common Stock of WARP
TECHNOLOGY HOLDINGS, INC. pursuant to the terms of the attached Warrant, and tenders herewith
payment of the purchase price of such shares in full, by [cash, certified check/wire transfer, or
surrender of the originally executed Warrant] [select the applicable method of payment].



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



     


     



(Name)



     



(Address)



     


(Signature)


     


(Date)



3. Please issue a new Warrant of equivalent form and tenor for the unexercised portion of the
attached Warrant in the name of the undersigned or in such other name as is specified below:



     



Date:      



(Warrantholder)      



Name: (Print)      



By:     



APPENDIX B




Net Issue Election Notice




To: WARP TECHNOLOGY HOLDINGS, INC.



Date:[     ]



The undersigned hereby elects under Section 1(c) of this Warrant to surrender the
right to purchase [     ] shares of Common Stock pursuant to this Warrant and hereby
requests the issuance of [     ] shares of Common Stock. The certificate(s) for the shares
issuable upon such net issue election shall be issued in the name of the undersigned or as
otherwise indicated below.



     


Signature



     


Name for Registration



     


Mailing Address