8-14-09

    


    NEITHER THIS WARRANT NOR THE SHARES
OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE
STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE
TRANSFERRED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, SUCH REGISTRATION AS
EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
FORM AND SUBSTANCE OF WHICH IS ACCEPTABLE TO THE ISSUER.


    


    MERRIMAN
CURHAN FORD GROUP, INC.

    


    COMMON
STOCK PURCHASE WARRANT

    


    Warrant
No.[___]

    [______]
Shares

    


    Original
Issue Date: [__________], 2009

    


    THIS
CERTIFIES THAT, FOR VALUE RECEIVED, [________________] or its registered assigns
(the "Holder")
is entitled to purchase, on the terms and conditions hereinafter set forth, at
any time in whole or in part from the Original Issue Date set forth above until
5:00 p.m., Eastern Time, on the fifth anniversary of the Original Issue Date, or
if such date is not a day on which the Company (as hereinafter defined) is open
for business, then the next succeeding day on which the Company is open for
business (such date is the "Expiration
Date"), but not thereafter, [_____________] thousand (______,000) shares
of the Common Stock, $0.0001 par value per share (the
"Common
Stock"), of MERRIMAN
CURHAN FORD GROUP,
INC., a Delaware corporation (the "Company"),
at Sixty-Five Cents ($0.65) per share (the "Exercise
Price"), such number of shares and Exercise Price being subject to
adjustment upon the occurrence of the contingencies set forth in this Warrant.
Each share of Common Stock as to which this Warrant is exercisable is a "Warrant
Share" and all such shares are collectively referred to as the "Warrant
Shares." 

    


    Section
1.

    Definitions.

    


    (a)
“Effective
Date" shall mean the date on which the Warrant shall be deemed to have
been exercised.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (b)
"Initial Issuance
Date" shall mean the date on which Convertible Preferred Stock is first
purchased pursuant to the Stock Purchase Agreement.

    


    (c)
"Stock Purchase
Agreement" shall mean the Convertible Preferred Stock Purchase Agreement
by and among the Company and the purchasers set forth on Schedule A thereto,
dated [________], 2009.

    


    (d)
"Convertible Preferred
Stock" shall mean the Convertible Preferred Stock convertible into shares
of Common Stock issued pursuant to the terms of the Stock Purchase
Agreement.

    


    Section
2.  Exercise
of Warrant; Conversion of Warrant.

    
       

      
        (a)
Subject to the limitations described in Section 2(a) above, this Warrant may, at
the option of the Holder, be exercised in whole or in part from time to time, on
or before 5:00 p.m., Eastern Time, on the Expiration Date, by delivery to the
Company at its principal office (i) a written notice of such Holder's election
to exercise this Warrant (the "Exercise
Notice"), which notice may be in the form of the Notice of Exercise
attached hereto, properly executed and completed by the Holder or an authorized
officer thereof, (ii) a check or other funds (the "Funds")
payable to the order of the Company, in an amount equal to the product of the
Exercise Price multiplied
by the number of Warrant Shares specified in the Exercise Notice, and
(iii) this Warrant (the items specified in (i), (ii), and (iii) are collectively
the "Exercise
Materials"); provided,
however, that if this Warrant is not exercised in whole immediately prior
to the consummation by the Company of a Change in Control Event (as defined in
the Certificate of Designation designating the rights of the holders of the
Series D Convertible Preferred Stock (“Certificate of
Designation”)),
then immediately following the consummation by the Company of such Change in
Control Event, this Warrant will not be exercisable and shall be null and void
for all purposes. Notwithstanding anything in this Warrant Agreement to the
contrary, if this Warrant shall not have been exercised in full immediately
prior to a Change in Control Event, then this Warrant shall be automatically
exercised pursuant to Section 3 below, without further action on the part of the
Holder (and the Holder hereof shall be deemed to be a holder of the Common Stock
issued upon such automatic exercise), immediately prior to the Change in Control
Event, unless at any time on or before such time, the Holder shall notify the
Company in writing that no such automatic exercise is to occur.  The
Company shall provide the holder of this Warrant any written materials which the
Company is required to send to stockholders in connection with a Change of
Control Event at the same time such materials are sent to the
stockholders.

      

       

      
        
          
             


          

          
            2

            
              

            

          

          
             


          

        

      

      


    

    (b) As
promptly as practicable, and in any event within five (5) business days after
the later of (i) its receipt of the Exercise Materials and (ii) the clearing of
the Funds, the Company shall execute or cause to be executed and delivered to
the Holder a certificate or certificates representing the number of Warrant
Shares specified in the Exercise Notice, together with cash in lieu of any
fraction of a share. The stock certificate or certificates shall be registered
in the name of the Holder or such other name or names as shall be designated in
the Exercise Notice. The Effective Date and the date the person in whose name
any certificate evidencing the Common Stock issued upon the exercise hereof is
issued shall be deemed to have become the holder of record of such shares, shall
be the date the Company receives the Exercise Materials, irrespective of the
date of delivery of a certificate or certificates evidencing the Common Stock
issued upon the exercise or conversion hereof, provided, however, that if the Exercise
Materials are received by the Company on a date on which the stock transfer
books of the Company are closed, the Effective Date shall be the next succeeding
date on which the stock transfer books are open. If this Warrant shall have been
exercised only in part, then, unless this Warrant has expired, the Company
shall, at its expense, at the time of delivery of such certificates, deliver to
the Warrantholder a new Warrant representing the right to purchase the number of
shares with respect to which this Warrant shall not then have been exercised. In
the event that this Warrant is exercised, in whole in connection with a Change
in Control Event, the Effective Date shall be the date of the consummation by
the Company of such Change in Control Event. All shares of Common Stock issued
upon the exercise or conversion of this Warrant will, upon issuance, be fully
paid and non-assessable and free from all taxes, liens, and charges with respect
thereto.

    


    Section
3.

    Cashless
Exercise. If
(i) there is not a registration statement registering sales of the Warrant
Shares under the Securities Act of 1933, as amended, in effect on the date which
is 270 days from the Original Issue Date (the “Registration Deadline”), then
from and after the Registration Deadline and continuing until there is such a
registration statement in effect or (ii) in connection with an automatic
exercise of this Warrant in accordance with the last Sentence of Section 2(a) of
this Agreement, in lieu of exercising this Warrant pursuant to Section 2(c), the
Holder may elect to receive, without payment by the Holder of any additional
consideration, shares of Common Stock equal to the value of this Warrant (or the
portion thereof being cancelled) by surrender of this Warrant at the principal
office of the Company together with an Exercise Notice, in which event the
Company shall issue to the Holder a number of shares of Common Stock computed
using the following formula:


    


    Y (A -
B)

    X=

    A

    


    Where:

    X = The
number of shares of Common Stock to be issued to the

    Holder
pursuant to this cashless exercise;

    


    Y = The
number of Warrant Shares in respect of which the cashless exercise election is
made;

    


    A = The
fair market value of one (1) share of Common Stock at the time the cashless
exercise election is made; and


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    B = The
Exercise Price (as adjusted to the date of the cashless exercise)

    


    For
purposes of this Section 3, the fair
market value of one (1) share of Common Stock as of a particular date shall be
determined as follows: (i) if listed or quoted for trading on a securities
market or exchange, the value shall be deemed to be the average closing price of
the securities on such exchange over the thirty (30) day period ending three (3)
days prior to the cashless exercise election; (ii) if traded over-the-counter,
the value shall be deemed to be the average of the closing bid or sale prices
(whichever is applicable) over the thirty (30) day period ending three (3) days
prior to the cashless exercise election; and (iii) if there is no active public
market, the value shall be the fair market value thereof, as jointly determined
in good faith by the Holder and the Company's Board of Directors. If the Holder
and the Company's Board of Directors are unable to reach such a determination,
the Holder and the Company's Board of Directors shall jointly select an
appraiser, who is experienced in such matters. The decision of such appraiser
shall be final and conclusive, and the cost of such appraiser shall be borne
equally by the Holder and the Company.

    


    Section
4.

    Adjustments to Warrant
Shares; Antidilution. 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
4.

    


    (a) Subdivisions, Combinations
and Other Issuances. If the Company shall at any time prior to the
expiration of this Warrant subdivide its Common Stock, by split-up or otherwise,
or combine its Common Stock, or issue additional shares of its Common Stock as a
dividend, the number of Warrant Shares issuable on the exercise of this Warrant
shall forthwith be proportionately increased in the case of a subdivision or
stock dividend, or proportionately decreased in the case of a combination.
Appropriate adjustments shall also be made to the Exercise Price, but the
aggregate Exercise Price payable for the total number of Warrant Shares
purchasable under this Warrant (as adjusted) shall remain the same. Any
adjustment under this Section 4(a) shall
become effective at the close of business on the date the subdivision or
combination becomes effective, or as of the record date of such dividend, or in
the event that no record date is fixed, upon the making of such
dividend.

    


    (b) Reclassification,
Reorganization and Consolidation. In case of any reclassification,
capital reorganization, or change in the Common Stock of the Company (other than
as a result of a subdivision, combination, or stock dividend provided for in
Section 4(a)
above), then, as a condition of such reclassification, reorganization, or
change, lawful provision shall be made, and duly executed documents evidencing
the same from the Company or its successor shall be delivered to the Holder, so
that the Holder shall have the right at any time prior to the expiration of this
Warrant to purchase, at a total price equal to that payable upon the exercise of
this Warrant, the kind and amount of shares of stock and other securities and
property receivable in connection with such reclassification, reorganization, or
change by a holder of the same number of shares of Common Stock as were
purchasable by the Holder immediately prior to such reclassification,
reorganization, or change. In any such case appropriate provisions shall be made
with respect to the rights and interest of the Holder so that the provisions
hereof shall thereafter be applicable with respect to any shares of stock or
other securities and property deliverable upon exercise hereof, and appropriate
adjustments shall be made to the Exercise Price payable hereunder, provided the
aggregate Exercise Price shall remain the same.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    (c) Full
Ratchet.  Upon the occurrence of an event which causes a
reduction of the Conversion Price (as defined in the Certificate of Designation)
of the Series D Convertible Preferred Stock pursuant to Section 5(d)(vii) of the
Certificate of Designation (or would cause such a reduction if the Series D
Convertible Preferred Stock were then outstanding), (i) the Exercise Price of
this Warrant shall be reduced to one and one-half times the revised Conversion
Price; and (ii) the number of shares of Common Stock for which this Warrant is
exercisable shall equal the number of shares of Common Stock for which this
Warrant is exercisable immediately prior to such reduction of the Exercise Price
times a fraction (x) the numerator of which is the Exercise Price immediately
prior to such reduction, and (y) the denominator of which is the reduced
Exercise Price (as set forth in clause (i) immediately above).

     

    (d) Calculations.  All
calculations under this Section 4 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) Warrant
Shares.  The Company covenants and agrees that all Warrant
Shares which may be issued will, upon issuance, be validly issued, fully paid,
and non-assessable. The Company further covenants and agrees that the Company
will at all times have authorized and reserved, free from preemptive rights, a
sufficient number of shares of its Common Stock to provide for the exercise of
this Warrant in full.

    


    Section
5.

    Notice of
Adjustments. Upon the occurrence of each adjustment pursuant to Section 4, 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, describing the
transactions giving rise to such adjustments and showing in detail the facts
upon which such adjustment is based. When any such adjustment is required to be
made, the Company will promptly, but in any event no later than ten (10) days
after said adjustment, notify the Holder of the event giving rise to such
adjustment and deliver a copy of each such certificate to the
Holder.



    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    Section
6.

    Registration Rights.
The Holder shall be entitled to registration rights with respect to the Warrant
Shares as set forth in the Investors Rights Agreement referred to in the Stock
Purchase Agreement.

    


    Section
7.

    No Stockholder
Rights. This Warrant shall not entitle Holder to any voting rights or
other rights as a stockholder of the Company.

    


    Section
8.

    Transfer of
Securities.

    


    (a) This
Warrant and the Warrant Shares and any shares of capital stock received in
respect thereof, whether by reason of a stock split or share reclassification
thereof, a stock dividend thereon, or otherwise, shall not be transferable
except upon compliance with the provisions of the Securities Act of 1933, as
amended (the "Securities
Act"), and applicable state securities laws with respect to the transfer
of such securities. The Holder, by acceptance of this Warrant, agrees to be
bound by the provisions this Section 8 hereof
and to indemnify and hold harmless the Company against any loss or liability
arising from the disposition of this Warrant or the Warrant Shares issuable upon
exercise hereof or any interest in either thereof in violation of the provisions
of this Warrant.

    


    (b) Each
certificate for the Warrant Shares and any shares of capital stock received in
respect thereof, whether by reason of a stock split or share reclassification
thereof, a stock dividend thereon, or otherwise, and each certificate for any
such securities issued to subsequent transferees of any such certificate shall
(unless otherwise permitted by the provisions hereof) be stamped or otherwise
imprinted with a legend in substantially the following form:


     

    “THE SHARES OF COMMON STOCK
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE
SECURITIES LAW AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, SUCH REGISTRATION AS EVIDENCED BY A LEGAL OPINION OF
COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE FORM AND SUBSTANCE OF WHICH IS
ACCEPTABLE TO THE ISSUER.”
         

     

    Section
9.

    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 (the "New
Warrant"), but only upon receipt of evidence reasonably satisfactory to
the Company of such loss, theft or destruction and customary and reasonable bond
or indemnity, if requested.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    Section
10.

    Miscellaneous.
 

    


    (a) The
terms of this Warrant shall be binding upon and shall inure to the benefit of
any successors or permitted assigns of the Company and the Holder.

    


    (b)
Except as otherwise provided herein, this Warrant and all rights hereunder are
transferable by the registered holder hereof in person or by duly authorized
attorney on the books of the Company upon surrender of this Warrant, properly
endorsed, to the Company. The Company may deem and treat the registered holder
of this Warrant at any time as the absolute owner hereof for all purposes and
shall not be affected by any notice to the contrary.

    


    (c)
Notwithstanding any provision herein to the contrary, the Holder may not
exercise, sell, transfer, or otherwise assign this Warrant unless the Company is
provided with an opinion of counsel satisfactory in form and substance to the
Company, to the effect that such exercise, sale, transfer, or assignment would
not violate the Securities Act or applicable state securities laws.

    


    (d) All
notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (i) personally served, (ii) deposited in the mail,
registered or certified, return receipt requested, postage prepaid, (iii)
delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such party shall have specified most recently
by written notice. Any notice or other communication required or permitted to be
given hereunder shall be deemed effective (a) upon hand delivery or delivery by
facsimile, with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated below (if delivered on a business
day during normal business hours where such notice is to be received), or the
first business day following such delivery (if delivered other than on a
business day during normal business hours where such notice is to be received)
or (b) on the second business day following the date of mailing by express
courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The addresses for such
communications shall be: (i) if to the Company, to: Merriman Curhan Ford Group,
Inc., 600 California Street, 9th Floor, San Francisco, California 94108,
Attention: Chief Financial Officer, telecopier: (415) 415-248-5690, (ii) if to
the Holder to: the address and telecopier number indicated on the signature
pages to the Stock Purchase Agreement.



    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    (e) This
Warrant shall be governed by and construed in accordance with the internal laws
of the State of Delaware, without regard to principles of conflicts of law. With
respect to any disputes arising out of or related to this Warrant, the parties
consent to the exclusive jurisdiction of, and venue in, the state courts in the
city of Chicago, and county of Cook, Illinois (or in the event of exclusive
federal jurisdiction, the courts of the Northern District of
Illinois).  EACH OF THE PARTIES KNOWINGLY, INTENTIONALLY AND
VOLUNTARILY WITH AND UPON THE ADVICE OF COMPETENT COUNSEL IRREVOCABLY WAIVES ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDINGS ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
THEREBY.  The Company agrees and acknowledges that any violation or
breach of its covenants, agreements and undertakings contained in this Warrant
shall cause Holder irreversible injury and, in addition to any other right or
remedy available to a party at law or in equity, a Holder shall be entitled to
enforcement by court injunction for specific performance of the obligations of
the other party hereunder (without the requirement of posting a
bond).  Notwithstanding the foregoing sentence, nothing herein shall
be construed as prohibiting a party from also pursuing any other rights,
remedies or defenses, for such breach or threatened breach, including receiving
damages and attorneys’ fees.  The election of any remedy shall not be
construed as a waiver on the part of any party of any rights such party might
otherwise have at law or in equity.  Said rights and remedies shall be
cumulative except as limited in the Investors Rights Agreement.  The prevailing party
shall be entitled to recover from the other party its reasonable attorney’s fees
and costs. In the event that any provision of this Warrant or any other
agreement delivered in connection herewith is invalid or unenforceable under any
applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any such provision which
may prove invalid or unenforceable under any law shall not affect the validity
or enforceability of any other provision of any agreement.

    


    (f) 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.

    


    (g) 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.

    


    [The
remainder of this page intentionally left blank]


    
      
         


      

      
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    SIGNATURE
PAGE

    TO

    MERRIMAN
CURHAN FORD GROUP, INC.

    


    COMMON
STOCK PURCHASE WARRANT

    


    IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed in its name
by its duly authorized officers under seal, and to be dated as of the date first
above written.

    


    
      
        
          
            	
                    MERRIMAN
      CURHAN FORD GROUP,

                    INC.

                  
	 
      	 
      
	
                    By:

                  	 
      
	 
      	
                    Name:

                  
	 
      	
                    Title:
       

                  


          

        

      

    

     

    [Signature
Page to Merriman Curhan Ford Group, Inc. Common Stock Purchase
Warrant]



    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    ASSIGNMENT

    


    (To be
Executed by the Holder to effect a transfer of the foregoing
Warrant)

    


    FOR VALUE
RECEIVED, the undersigned hereby sells, and assigns and transfers unto
______________________ the foregoing Warrant and the rights represented thereto
to purchase shares of Common Stock, par value $0.0001 per share, of MERRIMAN
CURHAN FORD GROUP, INC. in accordance with terms and conditions thereof, and
does hereby irrevocably constitute and appoint ________________ Attorney to
transfer the said Warrant on the books of the Company, with full power of
substitution.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Holder:

                                  
	 
      
	 
      
	 
	 
	 
	
                                    Address

                                  
	 
      
	
                                    Dated:
      __________________, 20__

                                  
	 
      
	
                                    In
      the presence of:

                                  
	 
      
	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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    NOTICE
OF EXERCISE

    


    [To be
signed only upon exercise of Warrant]

    


    To:

    MERRIMAN
CURHAN FORD GROUP, INC.

    


    The
undersigned Holder of the attached Warrant hereby irrevocably elects to exercise
the Warrant for, and to purchase thereunder, _________ shares of Common Stock,
par value $0.0001 per share, of MERRIMAN CURHAN FORD GROUP, INC., issuable upon
exercise of said Warrant and hereby surrenders said Warrant.

    


    The
undersigned herewith requests that the certificates for such shares be issued in
the name of, and delivered to the undersigned, whose address is
________________________________.

    


    If
electronic book entry transfer, complete the following:

    


    Account
Number:  ____________________________

    


    Transaction
Code Number: _____________________

    


    Dated:
___________________

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Holder:

                                      
	 
      
	 
	 
	 
	 
	
                                        By:

                                      	 
      
	 
      	
                                        Name:

                                      
	 
      	
                                        Title:

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    NOTICE

    


    The
signature above must correspond to the name as written upon the face of the
within Warrant in every particular, without alteration or enlargement or any
change whatsoever.


    
      
         


      

      
        11