VERTEX ENERGY, INC. 8-K


Exhibit 10.2


 


 FORM OF WARRANT


 


NEITHER THE SECURITIES REPRESENTED HEREBY
NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE
STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO
THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.


 


 


VERTEX ENERGY, INC.


 


WARRANT 


 


	Warrant No.  ____	Original Issue Date:            
	 	May 13, 2016


 


Vertex
Energy, Inc., a Nevada corporation (the “Company”), hereby certifies that, for value received, [______________________]
or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of [____________]
shares of Common Stock (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”),
at any time and from time to time beginning 185 days after the Original Issue Date and through and including 5.5 years after the
Original Issue Date (the “Expiration Date”), and subject to the following terms and conditions:


1.


Definitions.
As used in this Warrant, the following terms shall have the respective definitions set forth in this Section 1. Capitalized terms
that are used and not defined in this Warrant that are defined in the Purchase Agreement (as defined below) shall have the respective
definitions set forth in the Purchase Agreement.


“Black
Scholes Value” means the value of the unexercised portion of this Warrant remaining on the date of the Holder’s
request, which value is calculated using the Black Scholes Option Pricing Model obtained from the “OV” function on
Bloomberg utilizing (i) an underlying price per share equal to the greater of (1) the highest Closing Sale Price of the Common
Stock during the period beginning on the Trading Day immediately preceding the announcement of the applicable Fundamental Transaction
(or the consummation of the applicable Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s
request and (2) the sum of the price per share being offered in cash in the applicable Fundamental Transaction (if any) plus the
value of the non-cash consideration being offered in the applicable Fundamental Transaction (if any), (ii) a strike price equal
to the Exercise Price in effect on the date of the Holder’s request, (iii) a risk-free interest rate corresponding to the
U.S. Treasury rate for a period equal to the greater of (1) the remaining term of this Warrant as of the date of the Holder’s
request and (2) the remaining term of this Warrant as of the date of consummation of the applicable Fundamental Transaction or
as of the date of the Holder’s request pursuant to if such request is prior to the date of the consummation of the applicable
Fundamental Transaction, (iv) a zero cost of borrow and (v) an expected volatility equal to the greater of 100% and the 30 day
volatility obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization factor) as
of the Trading Day immediately following the earliest to occur of (A) the public disclosure of the applicable Fundamental Transaction,
(B) the consummation of the applicable Fundamental Transaction and (C) the date on which Holder first became aware of the applicable
Fundamental Transaction.






    


    	 



    

 


“Closing
Price” means, for any date of determination, the price determined by the first of the following clauses that applies:
(i) if the Common Stock is then listed or quoted on a Trading Market, the closing bid price per share of the Common Stock for such
date (or the nearest preceding date) on the primary Trading Market on which the Common Stock trades or (ii) if the Common Stock
is not then listed or quoted on a Trading Market, the fair market value of a share of Common Stock as determined by an independent
qualified appraiser selected in good faith and paid for by the Company.


“Common
Stock” means the common stock of the Company, par value $0.001 per share, and any securities into which such common stock
may hereafter be reclassified.


“Exercise
Price” means $1.53, subject to adjustment in accordance with Section 9.


“Fundamental
Transaction” means any of the following: (a) a sale, lease, exclusive license or other conveyance of all or substantially
all of the assets of the Company or (b) any transaction or series of related transactions (including, without limitation, any reorganization,
share exchange, consolidation or merger of the Company with or into any other entity but excluding any sale of capital stock by
the Company for capital raising purposes) (i) in which the holders of the Company’s outstanding capital stock immediately
before the first such transaction do not, immediately after any other such transaction, retain stock or other equity interests
representing at least 50% of the voting power of the surviving entity of such transaction or (ii) in which at least 50% of the
Company’s outstanding capital stock (calculated on an as-converted to Common Stock basis) is transferred.


“Original
Issue Date” means the Original Issue Date first set forth on the first page of this Warrant or its predecessor instrument.


“Purchase
Agreement” means the Unit Purchase Agreement, dated May 10, 2016, to which the Company and the original Holder are parties.


“Trading
Day” means (i) a day on which the Common Stock is traded on a Trading Market (other than any marketplace organized by
the OTC Markets Group (or similar successor organization)), or (ii) if the Common Stock is not listed on a Trading Market, a day
on which the Common Stock is traded in the over-the-counter market, as reported by the OTC Markets Group (or similar successor
organization); provided, that in the event that the Common Stock is not listed or quoted on a Trading Market, then Trading Day
shall mean a day other than a Saturday, a Sunday, or a day that banks in the State of New York are generally authorized or required
by applicable law to be closed.


“Trading
Market” means whichever of the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Global
Market, the NASDAQ Capital Market or any marketplace organized by the OTC Markets Group (or similar successor organization) on
which the Common Stock is listed or quoted for trading on the date in question.


2.


Registration of
Warrant. The Company shall register this Warrant upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered
Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and
for all other purposes, absent actual notice to the contrary.


3.


Registration of
Transfers. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender
of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified
herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant
(any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued
to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued
to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such
transferee of all of the rights and obligations of a holder of a Warrant. If, at the time of the surrender of this Warrant in
connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective
registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale
without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144 of the Securities
Act, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the
case may be, comply with applicable requirements to confirm an exemption from registration for such transfer or assignment and
to provide the Company and/or its legal counsel with reasonable and customary confirmations in order to confirm compliance with
Rule 144.






    


    	 



    

 


4.


Exercise and Duration
of Warrants. 


(a)


This Warrant shall
be exercisable by the registered Holder in whole at any time and in part from time to time beginning 185 days after the Original
Issue Date through and including the Expiration Date. At 5:30 p.m., Central time on the Expiration Date, the portion of this Warrant
not exercised prior thereto shall be and become void and of no value.


(b)


Notwithstanding anything
to the contrary contained herein, the number of Warrant Shares 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 (as defined under Rule 144,
“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 9.999% 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.  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 Fundamental
Transaction as contemplated in Section 9 of this Warrant.  This restriction may not be waived.


5.


Delivery of Warrant
Shares. 


(a)


To effect exercises
hereunder, the Holder shall not be required to physically surrender this Warrant unless the aggregate Warrant Shares represented
by this Warrant are being exercised. Upon delivery of the Exercise Notice (in the form attached hereto) to the Company (with the
attached Warrant Shares Exercise Log) at its address for notice set forth herein and subject to the payment terms described below,
the Company shall promptly (but in no event later than three Trading Days after the Date of Exercise (as defined herein)) issue
and deliver to the Holder, a certificate for the Warrant Shares issuable upon such exercise, which, shall include restrictive
legends unless the applicable Warrant Shares are (i) registered pursuant to an effective registration statement under the Securities
Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions
or current public information requirements pursuant to Rule 144 of the Securities Act, provided that the Company may require,
as a condition to the issuance of Warrant Shares exempt from registration pursuant to Rule 144, that the Holder of this Warrant,
comply with applicable requirements to confirm an exemption from registration and provide the Company and/or its legal counsel
with reasonable and customary confirmations in order to confirm compliance with Rule 144. Prior to delivery of the Warrant Shares
(but in no event later than two Trading Days after the Date of Exercise (as defined herein)), the Holder shall have delivered
to the Company, if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant, payment of the Exercise
Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder. The Company shall, upon request
of the Holder and subsequent to the date on which a registration statement covering the resale of the Warrant Shares has been
declared effective by the Securities and Exchange Commission, use its reasonable best efforts to deliver Warrant Shares hereunder
electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions,
if available, provided, that, the Company may, but will not be required to change its transfer agent if its current transfer agent
cannot deliver Warrant Shares electronically through the Depository Trust Corporation. A “Date of Exercise”
means the date on which the Holder shall have delivered to the Company the Exercise Notice (with the Warrant Exercise Log attached
to it), appropriately completed and duly signed.






    


    	 



    

 


(b)


If by the third Trading
Day after a Date of Exercise the Company fails to deliver the required number of Warrant Shares in the manner required pursuant
to Section 5(a), then the Holder will have the right to rescind such exercise.


(c)


If by the third Trading
Day after a Date of Exercise the Company fails to deliver the required number of Warrant Shares in the manner required pursuant
to Section 5(a), and if after such third Trading Day and prior to the receipt of such Warrant Shares, the Holder purchases (in
an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant
Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (1) pay
in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any)
for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that
the Company was required to deliver to the Holder in connection with the exercise at issue by (B) the closing bid price of the
Common Stock at the time of the obligation giving rise to such purchase obligation and (2) at the option of the Holder, either
reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver
to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise
and delivery obligations hereunder. The Holder shall provide the Company written notice indicating the amounts payable to the Holder
in respect of the Buy-In.


(d)


The Company’s
obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective
of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery
of any judgment against any person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination,
or any breach or alleged breach by the Holder or any other person of any obligation to the Company or any violation or alleged
violation of law by the Holder or any other person, and irrespective of any other circumstance which might otherwise limit such
obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a Holder’s
right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing Warrant
Shares upon exercise of the Warrant as required pursuant to the terms hereof.


6.


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


7.


Replacement of Warrant.
If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution
for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence
reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity (which shall not
include a surety bond), if requested. Applicants for a New Warrant under such circumstances shall also comply with such other reasonable
regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe. If a New Warrant is requested
as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company as a condition
precedent to the Company’s obligation to issue the New Warrant.






    


    	 



    

 


8.


Reservation of Warrant
Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but
unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of
this Warrant as herein provided, the number of Warrant Shares which are then issuable and deliverable upon the exercise of this
entire Warrant, free from preemptive rights or any other contingent purchase rights of Persons other than the Holder (taking into
account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares so issuable and deliverable
shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly
authorized, issued and fully paid and nonassessable.


9.


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


(a)


Stock Dividends
and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common Stock or
otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides outstanding
shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock into a smaller number
of shares, then in each such case the Exercise Price shall be adjusted to equal the product obtained by multiplying the then-current
Exercise Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before
such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event.
Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination
of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this
paragraph shall become effective immediately after the effective date of such subdivision or combination.


(b)


Fundamental Transactions.
If, at any time while this Warrant is outstanding there is a Fundamental Transaction, then the Holder shall have the right thereafter
to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled
to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction,
the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the “Alternate Consideration”).
For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental
Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting
the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice
as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice
as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. At the
Holder’s option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either
(1) issue to the Holder a new warrant substantially in the form of this Warrant and consistent with the foregoing provisions and
evidencing the Holder’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof,
or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within five Trading Days after such request (or,
if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes Value of the remaining unexercised
portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is
effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (b)
and insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous
to a Fundamental Transaction.






    


    	 



    

 


(c)


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


(d)


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


(e)


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


10.


Payment of Exercise
Price.  The Holder may pay the Exercise Price in one of the following manners:


(a)


Cash Exercise.
The Holder may deliver immediately available funds; or


(b)


Cashless Exercise.
If an Exercise Notice is delivered at a time when a registration statement permitting the Holder to resell the Warrant Shares is
not then effective or the prospectus forming a part thereof is not then available to the Holder for the resale of the Warrant Shares,
then the Holder may notify the Company in an Exercise Notice of its election to utilize cashless exercise, in which event the Company
shall issue to the Holder the number of Warrant Shares determined as follows:


X = Y [(A-B)/A]  


where:  


X = the
number of Warrant Shares to be issued to the Holder.  


Y = the
number of Warrant Shares with respect to which this Warrant is being exercised.  


A = the average of the Closing
Prices for the five Trading Days immediately prior to (but not including) the Exercise Date.  


B = the Exercise Price.  


For purposes of Rule 144 promulgated
under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction
shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced,
on the date this Warrant was originally issued.


11.


No Fractional Shares.
 No fractional shares of Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of any fractional
shares which would, otherwise be issuable, the Company shall either (a) pay cash equal to the product of such fraction multiplied
by the Closing Price of one Warrant Share on the date of exercise; or (b) issue the Holder one (1) additional share of Common Stock
in lieu of such fractional share.






    


    	 



    

 


12.


Notices.
Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice)
shall be in writing and shall be deemed given and effective if provided pursuant to the Purchase Agreement. In
case any time: (1) the Company shall declare any cash dividend on its capital stock; (2) the Company shall pay any dividend
payable in stock upon its capital stock or make any distribution to the holders of its capital stock; (3) the Company shall
offer for subscription pro rata to the holders of its capital stock any additional shares of stock of any class or other
rights; (4) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or
consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; or
(5) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in any one or more
of said cases, the Company shall give prompt written notice to the Holder. Such notice shall also specify the date as of
which the holders of capital stock of record shall participate in such dividend, distribution or subscription rights, or
shall be entitled to exchange their capital stock for securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, or conversion or redemption, as the
case may be. Such written notice shall be given at least 20 days prior to the action in question and not less than 20 days
prior to the record date or the date on which the Company’s transfer books are closed in respect thereto.


13.


Registration Rights.
The Holder shall be entitled to the registration rights set forth in Section 6 of the Purchase Agreement.


14.


Miscellaneous. 


(a)


This Warrant shall
be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject to the preceding
sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder any legal or equitable
right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed by the Company and the
Holder and their successors and assigns.


(b)


All questions concerning
the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance
with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.


(c)


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


(d)


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


(e)


Prior to exercise of
this Warrant, the Holder hereof shall not, by reason of by being a Holder, be entitled to any rights of a stockholder with respect
to the Warrant Shares


(f)


While this Warrant is outstanding, the Company shall maintain a transfer agent that participates in the DTC
Fast program.


[Remainder of page intentionally
left blank, signature page follows] 




    


    	 



    

In witness whereof,
the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.








	 	VERTEX
ENERGY, INC.
	 	 
	 	By: 	
	 	Name:	 
	 	Title:	 
	 	 	



 








 





 


 


 




    


    	 



    

EXERCISE NOTICE


 


The undersigned Holder
hereby irrevocably elects to purchase                     
shares of Common Stock pursuant to the attached Warrant. Capitalized terms used herein and not otherwise defined have the respective
meanings set forth in the Warrant.


 


(1) The undersigned Holder hereby exercises
its right to purchase                     
Warrant Shares pursuant to the Warrant.


 


(2) The Holder intends that payment of
the Exercise Price shall be made as (check one):


 


                    
“Cash Exercise” under Section 10


 


                             
“Cashless Exercise” under Section 10


 


(3) If the holder has elected a Cash
Exercise, the holder shall pay the sum of $____________ to the Company in accordance with the terms of the Warrant.


 


(4) Pursuant to this Exercise Notice,
the Company shall deliver to the holder                     
Warrant Shares in accordance with the terms of the Warrant.


 





	Dated ______________ __, _____	 	Name of Holder:
	 	 	 
	 	 	(Print)
	 	 	 
	 	 	 
	 	 	 
	 	 	By:	 
	 	 	Its:	 
	 	 	(Signature must conform in all respects to name of holder as specified on the face of the Warrant)



 





 





 




    


    	 



    

 


Warrant Shares Exercise Log


 


	Date	Number of Warrant

    Shares Available

    to be Exercised	Number of Warrant

    Shares Exercised	Number of Warrant

    Shares Remaining

    to be Exercised
	 	 	 	 



 


 


 




    


    	 



    

FORM OF ASSIGNMENT


 


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


 


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


 





	Dated ______________ __, _____	 	
	 	 	 
	 	 	(Signature must conform in all respects to name of holder as specified on the face of the Warrant)
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	Address of Transferee
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 		 



   


Attest:


__________________________________