Exhibit 4.4

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),  APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN  JURISDICTION.  THIS WARRANT AND SUCH UNDERLYING SECURITIES HAVE BEEN  ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY  NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE  DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE  SECURITIES ACT AND COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS AND  APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, OR AN OPINION OF COUNSEL  SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED AND THE  LAWS OF SUCH FOREIGN JURISDICTION HAVE BEEN SATISFIED.

**SUMMUS, INC. (USA)**

** **

Warrant No.: [Enter warrant no.]  Warrant Issue Date: [Enter issue date]  Warrant Is Exercisable After: [Enter date 6 mos after issue date]  Warrant Expiration Date: [Enter date 5 yrs after issue date]

**WARRANT TO PURCHASE SHARES OF COMMON STOCK**

            This  Warrant is issued as of this **[Enter day]** day of **[Enter month and  year date]**, by Summus, Inc. (USA), a Florida corporation (the “Company”),  to **[Enter shareholder name]**, or permitted assigns (the “Holder”).

             1.         Issuance of Warrant;  Term; Price; Registration.

                         1.1       Issuance.  (a)  The  Holder is purchasing **[Spell out share amt.] ([Enter numerical amt.])**  shares of common stock of the Company (the “Common Stock”) under a  Subscription Agreement dated **[Enter issue date]** (the “Stock  Subscription”).  In consideration of the Stock Subscription, the  receipt and sufficiency of which is hereby acknowledged, the Company hereby  grants to Holder the right to purchase **[Spell out share amt.] ([Enter  numerical amt.])**of fully paid and non-assessed shares of Common Stock of  the Company (the “Warrant Shares”).

                         1.2       Term.  This Warrant  shall be exercisable at any time and from time to time in whole or in part  during the period commencing on **[Enter date 6 mos after issue date]**and  ending on **[Enter date 5 yrs after issue date]**.  After the close of  business on the Warrant Expiration Date, the Warrant will become wholly void  and of no value.

                         1.3       Exercise Price.  The  exercise price (the “Warrant Price”) per share for which any or all of the  Warrant Shares may be purchased pursuant to the terms of this Warrant shall be  **$[Enter price per warrant]**per share, subject to adjustment as provided  herein.  The Warrant Price shall be payable (i) in cash or by bank  cashier’s check payable to the order of the Company.

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                         1.4       Registration.  The Holder  understands that, other than the Selling Shareholder Agreement between the  Company and the Holder, dated **[Enter issue date]**, the Company is under  no obligation to register this Warrant or make an exemption from registration  available and that the Company has not represented that it will make any  attempt to so register this Warrant or to make such an exemption thereto  available.

             2.         Adjustment of Warrant  Price, Number and Kind of Shares.  The Warrant Price and the number  and kind of securities issuable upon the exercise of this Warrant shall be  subject to adjustment from time to time and the Company agrees to provide  notice upon the happening of certain events as follows:

                         2.1       Dividends in Stock Adjustment.   In case, at any time or from time to time on or after the date hereof, the  holders of the Common Stock (or any shares of stock or other securities at the  time receivable upon the exercise of this Warrant) shall have received, or, on  or after the record date fixed for the determination of eligible stockholders,  shall have become entitled to receive, without payment therefor, other or  additional securities or other property (other than cash) of the Company by  way of dividend or distribution, then and in each case, the holder of this  Warrant shall, upon the exercise hereof, be entitled to receive, in addition  to the number of Warrant Shares receivable thereupon, and without payment of  any additional consideration therefor, the amount of such other or additional  securities or other property (other than cash) of the Company which such  holder would hold on the date of such exercise had it been the holder of  record of such Common Stock on the date thereof and had thereafter, during the  period from the date thereof to and including the date of such exercise,  retained such shares and/or all other additional securities or other property  receivable by it as aforesaid during such period, giving effect to all  adjustments called for during such period by this subsection 2.1 and  subsections 2.2 and 2.3 of this Section 2.

                         2.2       Reclassification or Reorganization  Adjustment.  In case of any reclassification or change of the  outstanding securities of the Company or of any reorganization of the Company  (or any other corporation, the stock or securities of which are at the time  receivable upon the exercise of this Warrant) on or after the date hereof,  then and in each such case the Company shall give the holder of this Warrant  at least thirty (30) days notice of the proposed effective date of such  transaction, and the holder of this Warrant, upon the exercise hereof at any  time after the consummation of such reclassification, change or  reorganization, shall be entitled to receive, in lieu of the stock or other  securities and property receivable upon the exercise hereof prior to such  consummation, the stock or other securities or property to which such holder  would have been entitled upon such consummation if such holder had exercised  this Warrant immediately prior thereto, all subject to further adjustment as  provided in subsections 2.1 and 2.3 of this Section 2.

                         2.3       Stock Splits and Reverse Stock  Splits.  If, at any time on or after the date hereof, the Company  shall subdivide its outstanding shares of Common Stock into a greater number  of shares, the Warrant Price in effect immediately prior to such subdivision  shall thereby be proportionately reduced and the number of shares receivable  upon exercise of this Warrant

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shall thereby be proportionately increased; and,  conversely, if, at any time on or after the date hereof, the outstanding  number of shares of Common Stock shall be combined into a smaller number of  shares, the Warrant Price in effect immediately prior to such combination  shall thereby be proportionately increased and the number of shares receivable  upon exercise of this Warrant shall thereby be proportionately decreased.

             3.         No Fractional Shares.   No fractional shares will be issued in connection with any exercise of this  Warrant hereunder.  In lieu of any fractional shares that would otherwise  be issuable, the Company shall pay cash equal to the product of such fraction  multiplied by the Fair Market Value of one share issuable under the Warrant on  the date of exercise, less the portion of the Exercise Price attributable to  such fraction.

            For  purposes hereof, the “Fair Market Value” of a share of Common Stock shall  mean, as of any specific date of determination (the “Determination Date”):

             (a)        the price per share of such  Common Stock equal to the average of the last sale price of such Common Stock  on each of the ten trading days prior to the Determination Date on the  principal national securities exchange on which the Common Stock may at the  time be listed, or, if there shall have been no sales on such exchange on any  such trading day, the average of the closing bid and asked prices on such  exchange on such trading day;

             (b)        if the Common Stock is not  listed on national securities exchange, the average of the closing sales  prices as reported by Nasdaq at the end of each of the ten trading days prior  to the Determination Date in the over-the-counter market; and

             (c)        in the absence of the listing of  the Common Stock on any national securities exchange or an interdealer  quotation system, an amount as reasonably determined in good faith by the  Company’s Board of Directors upon a review of relevant factors and  reflecting the unique characteristics of the Company.

             4.         No Stockholder Rights.   This Warrant shall not entitle its holder to any of the rights of a  stockholder of the Company until the holder has exercised this Warrant in  accordance with Section 6 hereof.

             5.         Reservation of Stock.   The Company covenants that during the period this Warrant is exercisable the  Company will use its best efforts to reserve from its authorized and unissued  shares of Common Stock a sufficient number of shares to provide for the  issuance of Warrant shall constitute full authority to its officers who are  charged with the duty of executing stock certificates to execute and issue the  necessary certificates for Warrant Shares upon the exercise of this Warrant.

             6.         Exercise of Warrant.   The Warrant shall be exercisable by (i) delivery to the Company of the form of  notice of exercise attached hereto as Exhibit A duly completed and  signed by the Holder or by the duly appointed legal representative or duly  authorized attorney thereof, and (ii) within five business days thereafter,  depositing with the Company the certificate

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evidencing the Warrant and paying  the aggregate Warrant Price for the number of shares of Common Stock in  respect of which the Warrant is being exercised; provided, that the Warrant  Price must in any event be paid and the certificate representing the Warrant  deposited with the Company prior to the close of business on the fifth  business day following delivery of such notice.  Upon each partial  exercise of the Warrant, a new Warrant evidencing the balance of the shares of  Common Stock issuable hereunder will be issued to the Holder, as soon as  reasonably practicable, on the same terms as the Warrant partially exercised.

             7.         Certificate of  Adjustment.  Whenever the Warrant Price or number or type of  securities issuable upon exercise of this Warrant is adjusted, as herein  provided, the Company shall promptly deliver to the record holder of this  Warrant a certificate of an officer of the Company setting forth the nature of  such adjustment and a brief statement of the facts requiring such adjustment.

             8.         Notice of Proposed  Transfers.  This Warrant is transferable by the Holder hereof subject  to compliance with this Section 8.  Prior to any proposed transfer of  this Warrant or the Warrant Shares received pursuant to the exercise of this  Warrant (the “Securities”), unless there is in effect a registration  statement under the Securities Act of 1933, as amended (the “Securities Act”),  covering the proposed transfer, the Holder thereof shall (i) provide to the  Company a letter of representation, addressed from the proposed transferee to  the Company, acceptable to the Company and its counsel, and (ii) give written  notice to the Company of such Holder’s intention to effect such  transfer.  Each such notice shall describe the manner and circumstances  of the proposed transfer in sufficient detail, and shall, if the Company so  requests, be accompanied (except in transactions in compliance with Rule 144)  by either (i) an unqualified written opinion of legal counsel who shall be  reasonably satisfactory to the Company addressed to the Company and reasonably  satisfactory in form and substance to the Company’s counsel, to the effect  that the proposed transfer of the Securities may be effected without  registration under the Securities Act, or (ii) a “no action” letter from  the Securities and Exchange Commission (the “Commission”) to the effect  that the transfer of such Securities without registration will not result in a  recommendation by the staff of the Commission that enforcement action be taken  with respect thereto, whereupon the Holder of the Securities shall be entitled  to transfer the Securities in accordance with the terms of the notice  delivered by the Holder to the Company; provided, however, no  such registration statement or opinion of counsel shall be necessary for a  transfer by a Holder to any affiliate of such Holder or a transfer by a Holder  which is a partnership to a partner of such partnership or a retired partner  of such partnership who retires after the date hereof, or to the estate of any  such partner or retired partner or the transfer by gift, will or intestate  succession of any partner to his spouse or lineal descendants or ancestors, if  the transferee agrees in writing to be subject to the terms hereof to the same  extent as if such transferee were the original Holder hereunder.  In  connection with any transfer of this Warrant, the Holder shall provide the  Company with funds sufficient to pay any applicable transfer taxes or evidence  that any such transfer taxes have been paid or that no such transfer taxes are  due.  Each certificate evidencing the Securities transferred as above  provided shall bear the appropriate restrictive legend set forth above, except  that such certificate shall not bear such restrictive legend if in the opinion  of counsel for the Company such legend is not required in order to establish  compliance with any provisions of the Securities Act.

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             9.         Replacement of Warrants.   Upon receipt by the Company of evidence reasonably satisfactory to the Company  of the loss, theft, destruction or mutilation of the Warrant, and in the case  of any such loss, theft or destruction of the Warrant, on delivery of an  indemnity agreement or security reasonably satisfactory in form and amount to  the Company, and reimbursement to the Company of all reasonable expenses  incidental thereto, and upon surrender and cancellation of the Warrant if  mutilated, the Company will execute and deliver, in lieu thereof, a new  Warrant of like tenor.

             10.       Dividends and Distributions.   For so long as any part of this Warrant remains outstanding and unexercised,  the Company will, upon the declaration of a cash dividend upon its Common  Stock or other distribution to the holders of its Common Stock and at least  ten (10) days prior to the record date, notify the Holder hereof of such  declaration, which notice will contain, at a minimum, the following  information:  (i) the date of the declaration of the dividend or  distribution, (ii) the amount of such dividend or distribution (iii) the  record date of such dividend or distribution, and (iv) the payment date or  distribution date of such dividend or distribution.  The Holder shall,  upon the exercise hereof, be entitled to receive, in addition to the number of  shares of Common Stock receivable thereupon, and without payment of any  additional consideration therefor the amount of such other or additional  securities or other property (other than cash) of the Company which such  Holder would hold on the date of such exercise had it been the holder of  record of such Common Stock on the date thereof and had thereafter, during the  period from the date thereof to and including the date of such exercise,  retained such shares and/or all other additional securities or other property  receivable by it as aforesaid during such period, giving effect to all  adjustments pursuant to Section 2.

             11.       Miscellaneous.  This  Warrant shall be governed by the laws of the State of North Carolina.   The headings in this Warrant are for purposes of convenience of reference  only, and shall not be deemed to constitute a part hereof.  The  invalidity or unenforceability of any provision hereof shall in no way affect  the validity or enforceability of any other provisions.  All notices and  other communications from the Company to the holder of this Warrant shall be  delivered personally or mailed by first class mail, postage prepaid, to the  address furnished to the Company in writing by the last holder of this Warrant  who shall have furnished an address to the Company in writing, and if mailed  shall be deemed given three (3) days after deposit in the U.S. Mail.

             12.       Taxes.  The Company shall  pay all issue taxes and other governmental charges (but not including any  income taxes of a Holder) that may be imposed in respect of the issuance or  delivery of the Warrant Shares or any portion thereof, unless any such tax or  charge is imposed by law upon the Holder, in which case such tax or charge  shall be paid by the Holder.  The Company shall not be required, however,  to pay any tax or other charge imposed in connection with any transfer  involved in the issuance of any certificate for shares of Common Stock in any  name other than that of the Holder, and in such case the Company shall not be  required to issue or deliver any stock certificate until such tax or other  charge has been paid or if it has been established to the satisfaction of the  Company that no such tax or other charge is due.

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             13.       Amendment.  Any tem of  this Warrant may be amended with the written consent of the Company and the  Holder.  Any amendment effected in accordance with this Section 13 shall  be binding upon the Holder of this Warrant, each future holder of such  Warrant, and the Company.

             14.       Remedies.  In the event of  any default or threatened default by the Company in the performance of or  observance with any of the terms of this Warrant, it is agreed that remedies  at law are not and will not be adequate for the Holder and that such terms may  be specifically enforced by a decree for the specific performance of any  agreement contained herein or by an injunction against a violation of any of  the terms hereof or otherwise.

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            IN  WITNESS WHEREOF, the undersigned officer of the Company has set his hands as  of the date first above written.

 

|  | **Summus, Inc. (USA)**                                    |
|--|-----------------------------------------------------------|
|  |                                                           |
|  |                                                           |
|  |                                                           |
|  | By:_____________________________                          |
|  | **     Björn Jawerth**      |
|  | **     Chief Executive Officer** |

** **

 

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**Exhibit A  Notice of Exercise**

**[To be executed only upon exercise of the Warrant]**

            The  undersigned registered owner of Warrant No. _____, dated  ______________________, to purchase Common Stock of Summus, Inc. (USA). (the  “Company”), irrevocably exercises such Warrant for the purchase of _____  shares of Common Stock of the Company, and hereby undertakes to make payment  therefor and to deposit with the Company the certificate representing such  Warrant, in each case as set forth in Section 6 thereof and at the price and  on the terms and conditions specified therein.  The undersigned requests  that certificates for the shares of Common Stock to be purchased pursuant  hereto be issued in the name of and delivered to _________________, whose  address is __________________ and, if such shares of Common Stock shall not  include all of the shares of Common Stock issuable as provided in such  Warrant, that a new Warrant of like tenor and date for the balance of the  shares of Common Stock issuable thereunder be delivered to the undersigned.

|  | ____________________________________ |
|--|--------------------------------------|
|  | (Name of Registered Owner)           |
|  |                                      |
|  |                                      |
|  | ____________________________________ |
|  | (Signature of Registered Owner)      |
|  |                                      |
|  |                                      |
|  | ____________________________________ |
|  | (Street Address)                     |
|  |                                      |
|  |                                      |
|  | ____________________________________ |
|  | (City, State & Zip Code)         |

 

| Notice: | The signature on this notice of exercise must correspond with the        name as written upon the face of the Warrant in every particular,        without alteration or enlargement or any change whatsoever. |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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