exv4w1






Exhibit 4.1




BMP SUNSTONE CORPORATION




WARRANT TO PURCHASE COMMON STOCK




			
	 	 	 
	WARRANT NO.
	 	ORIGINAL ISSUE DATE: FEBRUARY 20, 2009






     BMP Sunstone Corporation, a Delaware corporation (the “Company”), hereby certifies that, for
value received, [                    ] or its permitted registered assigns (the “Holder”), is entitled to
purchase from the Company up to a total of [                    ] shares of common stock, $0.001 par value per
share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares,
the “Warrant Shares”) at an exercise price equal to $4.00 per share (as adjusted from time to time
as provided herein, the “Exercise Price”), at any time and from time to time on or after May 21,
2009 (the “Original Exercisability Date”) and through and including February 20, 2014 (the
“Expiration Date”), and subject to the following terms and conditions:



     This Warrant is being issued pursuant to that certain Purchase Agreement, dated February 13,
2009, by and between the Company and the Holder (the “Purchase Agreement”). The original issuance
of the Warrant by the Company pursuant to the Purchase Agreement has been registered pursuant to a
Registration Statement on Form S-3 (File No. 333-156958) (the “Registration Statement”).



     1. Definitions. In addition to the terms defined elsewhere in this
Warrant, capitalized terms that are not otherwise defined herein have the meanings given to such
terms in the Purchase Agreement.



     2. List of Warrant Holders. 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 Holder (which shall include the Holder and, as the case may be, any registered assignee to
which this Warrant is permissibly assigned hereunder from time to time). The Company may deem and
treat the 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. List of Transfers; Restrictions on Transfer. The Company shall register
any transfer of all or 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 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 in respect
of the New Warrant that the Holder has in respect of this Warrant.



     4. Exercise and Duration of Warrant.



          (a) All or any part of this Warrant shall be exercisable by the Holder in any manner
permitted by Section 10 of this Warrant at any time and from time to time on or after the Original
Exercisability Date and through and including the Expiration Date. Subject to Section 11 hereof, at
5:00 p.m., New York City time, on the Expiration Date, the portion of this Warrant not exercised
prior thereto shall be and become void and of no value and this Warrant shall be terminated and no
longer outstanding.




          (b) The Holder may exercise this Warrant by delivering to the Company (i) an
exercise notice, in the form attached hereto (the “Exercise Notice”), completed and duly signed,
and (ii) if such Holder is not utilizing the cashless exercise provisions set forth in this
Warrant, payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is
being exercised. The date such items are delivered to the Company (as determined in accordance
with the notice provisions hereof) is an “Exercise Date.” The Holder shall not be required to
deliver the original Warrant in order to effect an exercise hereunder, but if it is not so
delivered then such exercise shall constitute an agreement by the Holder to deliver the original
Warrant to the Company as soon as practicable thereafter. Execution and delivery of the Exercise
Notice shall have the same effect as cancellation of the original Warrant and issuance of a New
Warrant evidencing the right to purchase the remaining number of Warrant Shares.




     5. Delivery of Warrant Shares.



          (a) Upon exercise of this Warrant, the Company shall promptly (but in no event later
than three Trading Days (as defined below) after the Exercise Date) issue or cause to be issued and
cause to be delivered to or upon the written order of the Holder and in such name or names as the
Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, free of
restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive
Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of
the Exercise Date. The Company shall, upon the written request of the Holder, use its best efforts
to deliver, or cause to be delivered, Warrant Shares hereunder electronically through the
Depository Trust and Clearing 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 and Clearing Corporation. If, as of the time of
exercise the Warrant Shares constitute restricted or control securities, the Holder, by exercising,
agrees not to resell them except in compliance with all applicable securities laws.




          “Trading Day” means any day other than a Saturday or a Sunday on which the Principal Market is
open for trading in equity securities. “Principal Market” means the NASDAQ




 









 







Capital Market, the NASDAQ Global Select Market, the NASDAQ Global Market, the American Stock
Exchange or the New York Stock Exchange, whichever is at the time the principal trading exchange or
market for the Common Stock.




          (b) If by the close of the third Trading Day after delivery of an Exercise Notice
and the payment of the aggregate exercise price in any manner permitted by Section 10 of this
Warrant, the Company fails to deliver to the Holder a certificate representing 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, within three Trading Days after the Holder’s request and in the Holder’s sole
discretion, either (i) pay in cash to the Holder an amount equal to the Holder’s total purchase
price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the
“Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue
such Warrant Shares) shall terminate or (ii) promptly honor its obligation to deliver to the Holder
a certificate or certificates representing such Warrant Shares and pay cash to the Holder in an
amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of
Warrant Shares, times (B) the closing bid price on the date of the event giving rise to the
Company’s obligation to deliver such certificate.




          (c) To the extent permitted by law, 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 that might otherwise limit such obligation of the Company to the Holder in connection
with the issuance of Warrant Shares. Nothing herein shall limit 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 shares of Common Stock upon exercise of the Warrant as required
pursuant to the terms hereof.




     6. Charges, Taxes and Expenses. Issuance and delivery of certificates for
shares of Common Stock 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 that may be
payable in respect of any transfer involved in the registration of any certificates for Warrant
Shares or the 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, 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 that 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) On the 90th day from the date hereof, if the VWAP (as defined below) for the 20
Trading Days preceding such date, is less than $4.00, the Exercise Price shall be adjusted to the
greater of (i) the VWAP for the 20 Trading Days preceding such date, or (ii) $1.80. However,
notwithstanding the foregoing, in no event shall the aggregate number of shares of Common Stock and
the aggregate number of shares underlying the warrants issued pursuant to the Purchase Agreements
dated February 13, 2009 between the Company and the purchasers therein exceed 19.99% of the Common
Stock outstanding as of February 13, 2009.




     “VWAP” means the volume weighted average price (the aggregate sales price of all trades of
Common Stock during each Trading Day divided by the total number of shares of Common Stock traded
during such Trading Day) of the Common Stock during any Trading Day as reported by Bloomberg, L.P.
using the AQR function.



          (b) 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 multiplied 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.




          (c) Pro Rata Distributions. If the Company, at any time while this Warrant
is outstanding, distributes to all holders of Common Stock for no consideration (i) evidences of
its indebtedness, (ii) any security (other than a distribution of Common Stock covered by the
preceding paragraph), (iii) rights or warrants to subscribe for or purchase any security, or (iv)
any other asset besides cash (in each case, “Distributed Property”), then, upon any exercise of
this Warrant that occurs after the record date fixed for determination of stockholders entitled to
receive such distribution, the Holder shall be entitled to receive, in addition to the Warrant
Shares otherwise issuable upon such exercise (if applicable), the Distributed Property that such
Holder would have been entitled to receive in respect of such number of Warrant Shares had the
Holder been the record holder of such Warrant Shares immediately prior to such record date.




          (d) Fundamental Transactions. If, at any time while this Warrant is
outstanding (i) the Company effects (A) any merger of the Company with (but not into) another
entity, in which the shareholders of the Company immediately prior to the transaction own less than
a majority of the outstanding stock of the surviving entity, or (B) any merger or consolidation of
the Company into another entity, (ii) the Company effects any sale of all or substantially all of
its assets in one or a series of related transactions, (iii) any tender offer or exchange offer
approved or authorized by the Company’s Board of Directors is completed pursuant to which holders
of at least a majority of the outstanding Common Stock tender or exchange their shares for other
securities, cash or property, or (iv) the Company effects any reclassification of the Common Stock
or any compulsory share exchange pursuant to which the Common Stock is effectively converted into
or exchanged for other securities, cash or property (each, 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 without regard to any limitations on exercise contained herein (the “Alternate
Consideration”), and the Holder shall no longer have the right to receive Warrant Shares upon
exercise of this Warrant. The Company shall not effect any such Fundamental Transaction unless
prior to or simultaneously with the consummation thereof, any successor to the Company, surviving
entity or the corporation purchasing or otherwise acquiring such assets or other appropriate
corporation or entity shall assume the obligation to deliver to the Holder, such Alternate
Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to
receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall
similarly apply to subsequent transactions of a Fundamental Transaction type.




 









 








          (e) Number of Warrant Shares. Simultaneously with any adjustment to the
Exercise Price pursuant to paragraph (b) of 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.




          (f) 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.




          (g) Notice of Adjustments. Upon the occurrence of each adjustment pursuant
to this Section 9, the Company at its expense will, at the written request of the Holder, promptly
compute such adjustment in accordance with the terms of this Warrant and prepare a certificate
setting forth such adjustment, in good faith, 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.




          (h) Notice of Corporate Events. If, while this Warrant is outstanding, the
Company (i) declares a dividend or any other distribution of cash, securities or other property in
respect of its Common Stock, including without limitation any granting of rights or warrants to
subscribe for or purchase any capital stock of the Company or any subsidiary, (ii) authorizes or
approves, enters into any agreement contemplating or solicits stockholder approval for any
Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of
the affairs of the Company, then, except if such notice and the contents thereof shall be deemed to
constitute material non-public information, the Company shall deliver to the Holder a notice
describing the material terms and conditions of such transaction at least 10 Trading Days prior to
the applicable record or effective date on which a Person would need to hold Common Stock in order
to participate in or vote with respect to such transaction, and the Company will take all
reasonable steps to give Holder the practical opportunity to exercise this Warrant prior to such
time; provided, however, that the failure to deliver such notice or any defect therein shall not
affect the validity of the corporate action required to be described in such notice.




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



          (a) Cash Exercise. If an Exercise Notice is delivered at a time when the
Registration Statement is effective, then the Holder shall deliver immediately available funds; or




 









 








          (b) Cashless Exercise. If an Exercise Notice is delivered at a time when the
Registration Statement is not then effective, then the Holder shall 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 closing price on the Trading Day immediately prior to the Exercise Date.




B = the Exercise Price then in effect.



     11. Limitations on Exercise.



          (a) 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 ensure that, following such exercise
(or other issuance), the total number of shares of Common Stock then beneficially owned by the
Holder and its affiliates and any other Persons whose beneficial ownership of Common Stock would be
aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed
4.99% of the total number of issued and outstanding shares of Common Stock (including for such
purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial
ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules
and regulations promulgated thereunder. Each delivery of an Exercise Notice by the Holder will
constitute a representation by the Holder that it has evaluated the limitation set forth in this
Section and determined that issuance of the full number of Warrant Shares requested in such
Exercise Notice is permitted under this Section. The Company’s obligation to issue shares of
Common Stock in excess of the limitation referred to in this Section shall be suspended (and,
except as provided below, shall not terminate or expire notwithstanding any contrary provisions
hereof) until such time, if any, as such shares of Common Stock may be issued in compliance with
such limitation; provided, that, if, as of 5:00 P.M., New York City time, on the Expiration Date,
the Company has not received written notice that the shares of Common Stock may be issued in
compliance with such limitation, the Company’s obligation to issue such shares shall terminate.
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. By written notice to the Company, the Holder may waive the provisions of this Section but
any such waiver will not be effective until the 61st day after such notice is delivered to the
Company, nor will any such waiver affect any other Holder.




 









 








          (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 ensure that, following
such exercise (or other issuance), the total number of shares of Common Stock then beneficially
owned by such Holder and its affiliates and any other Persons whose beneficial ownership of Common
Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does
not exceed 9.99% of the total number of issued and outstanding shares of Common Stock (including
for such purpose the shares of Common Stock issuable upon such exercise). For such purposes,
beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and
the rules and regulations promulgated thereunder. Each delivery of an Exercise Notice hereunder
will constitute a representation by the Holder that it has evaluated the limitation set forth in
this Section and determined that issuance of the full number of Warrant Shares requested in such
Exercise Notice is permitted under this Section. The Company’s obligation to issue shares of
Common Stock in excess of the limitation referred to in this Section shall be suspended (and,
except as provided below, shall not terminate or expire notwithstanding any contrary provisions
hereof) until such time, if any, as such shares of Common Stock may be issued in compliance with
such limitation; provided, that, if, as of 5:00 P.M., New York City time, on the Expiration Date,
the Company has not received written notice that the shares of Common Stock may be issued in
compliance with such limitation, the Company’s obligation to issue such shares shall terminate.
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.




     12. No Fractional Shares. No fractional Warrant Shares will be issued in
connection with any exercise of this Warrant. 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
closing price of one Warrant Share as reported by the Principal Market or other applicable trading
market on the Exercise Date.



     13. 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 on the earliest of (i) the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number specified in this Section at or
prior to 5:00 p.m. (New York City time) on a Trading Day, (ii) the next Trading Day after the date
of transmission, if such notice or communication is delivered via facsimile at the facsimile number
specified in this Section on a day that is not a Trading Day or later than 5:00 p.m. (New York City
time) on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by
nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom
such notice is required to be given. The addresses for such notices or communications shall be: if
to the Company, to BMP Sunstone Corporation, 600 W. Germantown Pike, Suite 400, Plymouth Meeting,
Pennsylvania 19462, Attention: Chief Financial Officer (or such other address as the Company shall
indicate in writing in accordance with this Section) or (ii) if to the



 









 







Holder, to the address or facsimile number appearing on the Warrant Register (or such other address
as the Holder shall indicate in writing in accordance with this Section).



     14. Warrant Agent. The Company shall serve as warrant agent under this
Warrant. Upon 30 days’ notice to the Holder, the Company may appoint a new warrant agent. Any
corporation into which the Company or any new warrant agent may be merged or any corporation
resulting from any consolidation to which the Company or any new warrant agent shall be a party or
any corporation to which the Company or any new warrant agent transfers substantially all of its
corporate trust or shareholders services business shall be a successor warrant agent under this
Warrant without any further act. Any such successor warrant agent shall promptly cause notice of
its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder
at the Holder’s last address as shown on the Warrant Register.



     15. 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, or 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 that would result in the application of any other law. Each party irrevocably submits to
the jurisdiction of any court of the State of New York located in the City and County of New York
or in the United States District Court for the Southern District of New York for the purpose of any
suit, action or other proceeding arising out of this Agreement or our engagement hereunder. Each
party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and
all right to trial by jury in any legal proceeding arising out of or relating to this Warrant or
the transactions contemplated hereby.




          (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 therefore, 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.




 









 








     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized
officer as of the date first indicated above.



	 	 	 	 	 
	 	 	BMP SUNSTONE CORPORATION
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






 









 






EXERCISE NOTICE




BMP SUNSTONE CORPORATION




			
	 	 	 
	WARRANT NO.
	 	DATED FEBRUARY 20, 2009





Ladies and Gentlemen:



(1) The undersigned hereby elects to exercise the above-referenced Warrant with respect
to                      shares of Common Stock. Capitalized terms used herein and not otherwise
defined herein have the respective meanings set forth in the Warrant.



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



o Cash exercise under Section 10(a)



o Cashless exercise under Section 10(b)



(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) If the Holder has elected a cashless exercise, the Holder consents to the
cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set
forth in Section 10(b), to exercise this Warrant with respect to the number of Warrant Shares
listed above.



(5) Pursuant to this Exercise Notice, the Company shall deliver to the Holder the number
of Warrant Shares determined in accordance with the terms of the Warrant.



(6) By its delivery of this Exercise Notice, the undersigned represents and warrants to
the Company that in giving effect to the exercise evidenced hereby the Holder will not beneficially
own in excess of the number of shares of Common Stock (as determined in accordance with Section
13(d) of the Securities Exchange Act of 1934) permitted to be owned under Section 11 of this
Warrant to which this notice relates.




	 	 	 	 	 
	 	 	HOLDER:
	 
	 
	 	 	 	 
	 	 	 
	 	 	(Print name)
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





 









 





WARRANT ORIGINALLY ISSUED FEBRUARY 20, 2009




WARRANT NO. [___]




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 within Warrant to purchase                      shares of Common Stock to which
the within Warrant relates and appoints                      attorney to transfer said right on the
books of the Company with full power of substitution in the premises.




	 	 	 	 	 
	Dated:                                        	 	TRANSFEROR:
	 
	 	 	 	 
	 	 	 
	 	 	(Print Name)
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	TRANSFEREE:
	 
	 	 	 	 
	 	 	(Print Name)
	 	 	 
	 
	 
	 	 	 	 
	 	 	 
	 	 	(Address of Transferee)
	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 
	 	 	 
	In the presence of: