Sand Technology Inc.: Exhibit 4.13 - Filed by newsfilecorp.com






THE CORPORATION IS NOT A "REPORTING ISSUER" AS THAT TERM IS
DEFINED UNDER APPLICABLE SECURITIES LAWS. THERE IS NO ASSURANCE THAT THE
CORPORATION WILL BECOME A "REPORTING ISSUER". THE COMMON SHARES OF THE
CORPORATION ARE LISTED ON THE OTC BULLETIN BOARD UNDER THE SYMBOL SNDTF.OB. THE
SECURITIES OF THE CORPORATION SUBSCRIBED FOR HEREUNDER WILL BE SUBJECT TO RESALE
RESTRICTIONS UNDER APPLICABLE SECURITIES LAWS. THE CORPORATION HAS NOT
COVENANTED, AND IS UNDER NO OBLIGATION, TO FILE A PROSPECTUS OR COMPLETE A
TRANSACTION WHICH WOULD RESULT IN THE CORPORATION OR ANY SUCCESSOR THERETO
BECOMING A "REPORTING ISSUER". INVESTORS ARE URGED TO CONSULT WITH THEIR
PROFESSIONAL ADVISORS WITH RESPECT TO RESALE RESTRICTIONS APPLICABLE TO
SECURITIES OF THE CORPORATION.

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR UNDER APPLICABLE STATE
SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR
PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION.

No. W-__

SAND TECHNOLOGY INC.

Share Purchase Warrant (the “Warrant”)

     1.
Issuance. This Warrant is issued to [Subscriber’s Name]
(the “Holder”) on April __, 2008 (the “Original Issue Date”) by
Sand Technology Inc. (hereinafter with its successors called the
“Corporation”). This Warrant is being issued by the Corporation pursuant
to that certain Non-Brokered Private Placement Subscription Agreement for Units,
dated April __, 2008, between the Corporation and the Holder (the “Purchase
Agreement”). The Purchase Agreement contains additional terms and conditions
governing this Warrant, and is hereby incorporated by this reference.

     2. Purchase Price;
Number of Shares. Subject to the terms and conditions hereinafter
set forth, the registered holder of this Warrant is entitled upon surrender of
this Warrant with the subscription form annexed hereto duly executed, at the
office of the Corporation, at [Corporation’s Address], or such other office as
the Corporation shall notify the Holder of in writing, to purchase from the
Corporation [____] number of Common Shares (the “Warrant Amount”). The
exercise price per share is $0.70 (the “Exercise Price”). The Warrant
Amount multiplied by the Exercise Price is herein referred to as the
“Purchase Price.” All terms used herein, but not defined herein, shall
have the meanings given to such terms in the Purchase Agreement. 

     3. Payment of
Purchase Price. The Purchase Price may be paid (i) in cash or by
cheque, (ii) by the surrender by the Holder to the Corporation of any promissory
notes or other obligations issued by the Corporation, with all such notes and
obligations so surrendered being credited against the Purchase Price in an
amount equal to the principal amount thereof plus accrued interest to the date
of surrender, or (iii) by any combination of the foregoing.




     4. Net Issue
Election. In lieu of exercise pursuant to Section 3, the Holder
may elect to receive, without the payment by the Holder of any additional
consideration, shares equal to the value of this Warrant or any portion hereof
by the surrender of this Warrant or such portion to the Corporation, with the
net issue election notice annexed hereto duly executed, at the office of the
Corporation. Thereupon, the Corporation shall issue to the Holder such number of
fully paid and nonassessable Common Shares as is computed using the following
formula: 

X = Y (A-B) 
A 

where 

X = the number of shares to be issued
to the Holder pursuant to this Section 4.

Y = the number of shares covered by
this Warrant in respect of which the net issue election is made pursuant to this
Section 4.

A = the fair market value of one Common
Share, as determined below, at the time the net issue election is made pursuant
to this Section 4. 

B = the Exercise Price in effect under
this Warrant at the time the net issue election is made pursuant to this Section
4.

For the purposes of this Section 4, fair market value shall be
determined at the time of exercise and shall mean (i) the average (on that date)
of the high and low prices of the Common Share on the principal national
securities exchange on which the Common Share is traded, if the Common Share is
then traded on a national securities exchange; or (ii) the last reported sale
price (on that date) of the Common Share on the NASDAQ National Market, if the
Common Share is not then traded on a national securities exchange; or (iii) the
average of the closing bid and asked prices last quoted (on that date by an
established quotation service for over the counter securities), if the Common
Share is not reported on the NASDAQ National Market or (iv) if the Common Share
is not publicly traded, the fair value of the Common Share as determined in good
faith by the Board of Directors of the Corporation (the “Board”). The Board
shall promptly respond in writing to an inquiry by the Holder as to the fair
market value of one Common Share. Notwithstanding the foregoing, Common Share
shall be issuable upon exercise of this Warrant in accordance with the foregoing
in the event that the fair market value of a share of Common Share is less than
the Exercise Price.

     5. Partial
Exercise. This Warrant may be exercised in part, and the Holder
shall be entitled to receive a new warrant, which shall be dated as of the date
of this Warrant, covering the number of shares in respect of which this Warrant
shall not have been exercised.

     6. Issuance
Date. The person or persons in whose name or names any
certificate representing the Common Share is issued hereunder shall be deemed to
have become the holder of record of the shares represented thereby as at the
close of business on the date this Warrant is exercised with respect to such
shares, whether or not the transfer books of the Corporation shall be closed.
Upon exercise of this Warrant and delivery of either the proper Exercise Price
thereto or Net Issue Election Notice as applicable, the Corporation shall cause
to be executed and delivered to the Holder, not later than three trading days
thereafter, a certificate or certificates representing the aggregate number of
fully-paid and non-assessable Common Shares issuable upon such exercise. The
share certificates for Common Shares so issuable shall be in such denominations
as may be specified in the notice of exercise and shall be registered in the
name of the Holder or such other name or names as shall be designated in the
exercise notice. The Corporation shall pay all expenses payable in connection
with the preparation, issue and delivery of share certificates. The Holder shall
be entitled to the rights and remedies identified in Article 3.3(d) of the
Purchase Agreement for the Corporation’s failure to comply with this
Section.

     7. Expiration Date;
Automatic Exercise. This Warrant shall expire on the close of
business on the earlier of (i) the close of business on the day which is the
third year anniversary of the date hereof, or (ii) the sixtieth
(60th) consecutive Trading Day in which the bid price of the Common
Share has been above US$1.50. 

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     8. Reserved Shares;
Valid Issuance. The Corporation covenants that it will at all
times from and after the date hereof reserve and keep available such number of
its authorized Common Shares, free from all preemptive or similar rights
therein, as will be sufficient to permit the exercise of this Warrant in full.
The Corporation further covenants that such shares as may be issued pursuant to
the exercise of this Warrant will, upon issuance, be duly and validly issued,
fully paid and nonassessable and free from all liens and charges with respect to
the issuance thereof.

     9. Share Dividends
and Share Splits. If after the Original Issue Date the
Corporation (a) pays a share dividend or otherwise makes a distribution or
distributions payable in Common Shares or any Common Share Equivalents (which,
for avoidance of doubt, shall not include any Common Shares issued by the
Corporation upon conversion of, or payment of interest on, the Debentures); (b)
subdivides outstanding Common Shares into a larger number of shares; or (c)
combines (including by way of a reverse share split outstanding Common Shares
into a smaller number of shares, then the number of shares issuable on the
exercise of this Warrant shall forthwith be proportionately increased in the
case of a subdivision or share dividend, or proportionately decreased in the
case of a combination, and the Exercise Price shall forthwith be proportionately
decreased in the case of a subdivision or share dividend, or proportionately
increased in the case of a combination.

     10. Mergers and
Reclassifications. If after the Original Issue Date there shall
be any reclassification, capital reorganization or change of Common Shares
(other than as a result of a subdivision, combination or share dividend provided
for in Section 9 hereof), or any consolidation of the Corporation with, or
merger of the Corporation into, another corporation or other business
organization (other than a consolidation or merger in which the Corporation is
the continuing corporation and which does not result in any reclassification or
change of the outstanding Common Share), or any sale or conveyance to another
corporation or other business organization of all or substantially all of the
assets of the Corporation, then, as a condition of such reclassification,
reorganization, change, consolidation, merger, sale or conveyance, lawful
provisions shall be made, and duly executed documents evidencing the same from
the Corporation or its successor shall be delivered to the Holder, so that the
Holder shall thereafter have the right to purchase, at a total price not to
exceed that payable upon the exercise of this Warrant in full, the kind and
amount of shares and other securities and property receivable upon such
reclassification, reorganization, change, consolidation, merger, sale or
conveyance by a holder of the number of Common Shares which might have been
purchased by the Holder immediately prior to such reclassification,
reorganization, change, consolidation, merger, sale or conveyance, and in any
such case appropriate provisions shall be made with respect to the rights and
interest of the Holder to the end that the provisions hereof (including without
limitation, provisions for the adjustment of the Exercise Price and the Warrant
Amount) shall thereafter be applicable in relation to any shares of stock or
other securities and property thereafter deliverable upon exercise hereof.

     11. Subsequent
Equity Sales. If the Corporation or any Subsidiary thereof, as
applicable, at any time after the Original Issue Date, sells or grants any
option to purchase or sells or grants any right to re-price its securities, or
otherwise disposes of or issues (or announces any sale, grant or any option to
purchase or other disposition) any Common Share Equivalents entitling any Person
to acquire Common Shares at an effective price per share that is lower than the
then in effect Exercise Price (such lower price, the “Base Exercise Price” and
such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common
Share Equivalents so issued shall at any time, whether by operation of purchase
price adjustments, reset provisions, floating conversion, exercise or exchange
prices or otherwise, or due to warrants, options or rights per share which are
issued in connection with such issuance, be entitled to receive Common Shares at
an effective price per share that is lower than the Exercise Price, such
issuance shall be deemed to have occurred for less than the Exercise Price on
such date of the Dilutive Issuance), then the Exercise Price shall be reduced to
equal the Base Exercise Price. Such adjustment shall be made whenever such
Common Share Equivalents are issued. The Corporation shall notify the Holder in
writing, no later than the second Business Day following the issuance of any
Common Share Equivalents subject to this Section 11, indicating therein the
applicable issuance price, or applicable reset price, exchange price, conversion
price and other pricing terms.

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     12. Pro Rata
Distributions. If the Corporation, at any time after the Original
Issue Date, distributes to all holders of Common Shares (and not to the Holders)
assets (including cash and cash dividends) or rights or warrants to subscribe
for or purchase any security (other than the Common Shares, which shall be
subject to Article 4.2 of the Purchase Agreement, then in each such case the
Exercise Price shall be adjusted by multiplying such Exercise Price in effect
immediately prior to the record date fixed for determination of shareholders
entitled to receive such distribution by a fraction of which the denominator
shall be the VWAP (Volume Weighted Average Price) determined as of the record
date mentioned above, and of which the numerator shall be such VWAP on such
record date less the then fair market value at such record date of the portion
of such assets so distributed applicable to one (1) outstanding Common Share as
determined by the Board of Directors of the Corporation in good faith. In either
case the adjustments shall be described in a statement delivered to the Holder
describing the portion of assets so distributed or such subscription rights
applicable to one (1) Common Share. Such adjustment shall be made whenever any
such distribution is made and shall become effective immediately after the
record date mentioned above.

     13. Certificate of
Adjustment. Whenever the Exercise Price is adjusted, as herein
provided, the Corporation shall promptly deliver to the Holder a certificate of
a duly authorized officer of the Corporation setting forth the Exercise Price
after such adjustment and setting forth a brief statement of the facts requiring
such adjustment.

     14. Notices of Record
Date, Etc. In the event of:

     (a) any taking by the Corporation
of a record of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any dividend or
other distribution, or any right to subscribe for, purchase or otherwise acquire
any shares of any class or any other securities or property, or to receive any
other right, 

     (b) any reclassification of the share
capital of the Corporation, capital reorganization of the Corporation,
consolidation or merger involving the Corporation, or sale or conveyance of all
or substantially all of its assets, or 

     (c) any voluntary or involuntary
dissolution, liquidation or winding-up of the Corporation, 

     then and in each such event the
Corporation will promptly mail or cause to be mailed to the Holder a notice
specifying (i) the date on which any such record is to be taken for the purpose
of such dividend, distribution or right, and stating the amount and character of
such dividend, distribution or right, or (ii) the date on which any such
reclassification, reorganization, consolidation, merger, sale or conveyance,
dissolution, liquidation or winding-up is to take place, and the time, if any is
to be fixed, as of which the holders of record in respect of such event are to
be determined. 

     15.
Amendment. The terms of this Warrant may be amended,
modified or waived only with the written consent of the Corporation and the
Administrative Agent.

     16. Warrant Register;
Transfers, Etc.

     (a) The Corporation will maintain
a register containing the names and addresses of the registered holders of any
Warrants. The Holder may change its address as shown on the warrant register by
written notice to the Corporation requesting such change. Any notice or written
communication required or permitted to be given to the Holder may be given by
certified mail or delivered to the Holder at its address as shown on the warrant
register.

     (b) Subject to compliance with
applicable federal and state securities laws, this Warrant may be transferred by
the Holder with respect to any or all of the shares purchasable hereunder;
provided, that, Corporation may request an opinion of counsel to the Holder,
which opinion is satisfactory to the Corporation and provides that this Warrant
may be offered, sold, pledged, assigned, or transferred in the manner
contemplated without an effective registration statement under applicable
federal and state securities laws. Upon surrender of this Warrant to the
Corporation, together with the assignment hereof properly endorsed, for transfer
of this Warrant as an entirety by the Holder, the Corporation shall issue a new warrant of the same denomination to the assignee. Upon
surrender of this Warrant to the Corporation, together with the assignment
hereof properly endorsed, by the Holder for transfer with respect to a portion
of the shares of the share capital of the Corporation purchasable hereunder, the
Corporation shall issue a new warrant to the assignee, in such denomination as
shall be requested by the Holder hereof, and shall issue to such Holder a new
warrant covering the number of shares in respect of which this Warrant shall not
have been transferred.

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     (c) In case this Warrant shall be
mutilated, lost, stolen or destroyed, the Corporation shall issue a new warrant
of like tenor and denomination and deliver the same (i) in exchange and
substitution for and upon surrender and cancellation of any mutilated Warrant,
or (ii) in lieu of any Warrant lost, stolen or destroyed, upon receipt of
evidence reasonably satisfactory to the Corporation of the loss, theft or
destruction of such Warrant (including a reasonably detailed affidavit with
respect to the circumstances of any loss, theft or destruction) and of indemnity
reasonably satisfactory to the Corporation, provided, however, that so long as
any purchaser named Part I of the Schedule to the Purchase Agreement is the
registered holder of this Warrant, no indemnity shall be required other than its
written agreement to indemnify the Corporation against any loss arising from the
issuance of such new warrant.

     17. Investment
Intent. By accepting this Warrant, the Holder hereof shall be
deemed to have made all of those representations and warranties and acknowledged
all of those risk factors contained in the Purchase Agreement as they relate to
this Warrant and the securities issuable upon exercise hereof.

     18. No Rights or
Liability as a Stockholder. This Warrant does not entitle the
Holder hereof to any voting rights or other rights as a stockholder of the
Corporation. No provisions hereof, in the absence of affirmative action by the
Holder hereof to purchase securities hereunder, and no enumeration herein of the
rights or privileges of the Holder hereof shall give rise to any liability of
such Holder as a shareholder of the Corporation.

     19. Governing
Law. The provisions and terms of this Warrant shall be governed
by and construed in accordance with the substantive laws of the Province of
Quebec and the laws of Canada applicable therein.

     20. Successors and
Assigns. This Warrant shall be binding upon the Corporation’s
successors and assigns and shall inure to the benefit of the Holder’s
successors, legal representatives and permitted assigns.

     21.
Definitions. The terms capitalized herein and not
otherwise defined shall have the meanings ascribed to them in the Purchase
Agreement, as the context may require unless otherwise defined in the present
Warrant.

[Signature page follows]

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	Dated: April __ , 2008 	SAND TECHNOLOGY INC. 
	 	 
	 	 
	  	By: 
	  	Its: 






Subscription

	To:____________________ 	Date:_________________________



     The undersigned hereby subscribes
for __________ Common Shares covered by this Warrant. The certificate(s) for
such shares shall be issued in the name of the undersigned or as otherwise
indicated below:

	 	 
	 	Signature 
	 	 
	 	 
	 	Name for Registration 
	 	 
	 	 
	 	Mailing Address 



	 
	Net Issue Election Notice 



	To:____________________ 	Date:_________________________



     The undersigned hereby elects
under Section 4 to surrender the right to purchase _______ Common Shares
pursuant to this Warrant. 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 



	 
	Assignment 


     For value received
____________________________ hereby sells, 
assigns and transfers unto
______________________________________

	 	 
	Please print or typewrite name and address of Assignee 	 


the within Warrant, and does hereby irrevocably constitute and
appoint _______________________ its attorney to transfer the within
Warrant on the books of the within named Corporation with full power of
substitution on the premises.

Dated:_______________________

______________________________________________

In the Presence of: 
_____________________________

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