EXECUTION
COPY

    


    NEITHER
THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”) AND APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT
BE OFFERED OR SOLD EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR (II) AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY
LAWS.

     

    
      	
              Warrant
      No. P1

            	
                

            	
              Original
      Issue Date: February 11, 2009

            


    

     

    NOVELOS
THERAPEUTICS, INC.

    


    WARRANT
TO PURCHASE 9,230,769 SHARES OF

    COMMON
STOCK, PAR VALUE $0.00001 PER SHARE

     

    FOR VALUE
RECEIVED, Purdue Pharma L.P., a Delaware limited partnership (“Warrantholder”),
is entitled to purchase, subject to the provisions of this Warrant, from NOVELOS
THERAPEUTICS, INC. a Delaware corporation (“Corporation”),
at any time not later than 5:00 P.M., Eastern time, on December 31, 2015 (the
“Expiration
Date”), at an exercise price per share equal to $0.65 (the exercise price in
effect being herein called the “Warrant
Price”), 9,230,769 shares (“Warrant
Shares”) of the Corporation’s Common Stock, par value $0.00001 per share (“Common
Stock”).  The number of Warrant Shares purchasable upon
exercise of this Warrant and the Warrant Price shall be subject to adjustment
from time to time as described herein.  This Warrant has been issued
pursuant to a certain Securities Purchase Agreement, dated as of February 11,
2009, by and among the Corporation and Warrantholder, (the “Purchase
Agreement”).  All capitalized terms used but not defined herein
shall have the meanings ascribed thereto in the Purchase Agreement.

    


    Section 1.    Registration.  The
Corporation shall maintain books for the transfer and registration of the
Warrant.  Upon the initial issuance of this Warrant, the Corporation
shall issue and register the Warrant in the name of the
Warrantholder.

    


    Section 2.    Transfers.  As
provided herein, this Warrant may be transferred only pursuant to a registration
statement filed under the Securities Act, or an exemption from such
registration.  Notwithstanding the foregoing, the Warrantholder may
sell, transfer, assign, pledge or otherwise dispose of the Warrant, in whole or
in part, to any of its Associated Companies or any third party subject to, (i)
compliance with all applicable securities laws and (ii) the delivery to the
Corporation of such documentation to establish that such transfer is being made
in accordance with the terms hereof, and as may be reasonably requested by the
Corporation and necessary for the Corporation to obtain a legal opinion that
such disposition may lawfully be made without registration under the Securities
Act.  Subject to the foregoing, the Corporation shall transfer this
Warrant from time to time upon the books to be maintained by the Corporation for
that purpose, upon surrender thereof for transfer properly endorsed or
accompanied by appropriate instructions for transfer, and a new Warrant shall be
issued to the transferee and the surrendered Warrant shall be canceled by the
Corporation.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Section 3.    Exercise of
Warrant.  Subject to the provisions hereof, the Warrantholder
may exercise this Warrant in whole or in part at any time prior to its
expiration upon surrender of the Warrant, together with delivery of the duly
executed Warrant exercise form attached hereto as Appendix A (the
“Exercise
Agreement”) and payment by cash, certified check or wire transfer of
funds for the aggregate Warrant Price for that number of Warrant Shares then
being purchased, to the Corporation during normal business hours on any Business
Day at the Corporation’s principal executive offices (or such other office or
agency of the Corporation as it may designate by notice to the holder
hereof).  The Warrant Shares so purchased shall be deemed to be issued
to the holder hereof or such holder’s designee, as the record owner of such
shares, as of the close of business on the date on which this Warrant shall have
been surrendered (or evidence of loss, theft or destruction thereof and security
or indemnity satisfactory to the Corporation), the Warrant Price shall have been
paid and the completed Exercise Agreement shall have been
delivered.  Certificates for the Warrant Shares so purchased,
representing the aggregate number of shares specified in the Exercise Agreement,
shall be delivered to the holder hereof within a reasonable time, not exceeding
three (3) Business Days, after this Warrant shall have been so
exercised.  When the Corporation is required to deliver certificates
upon exercise, if certificates are not delivered to the Warrantholder within
such three (3) Business Days, the Corporation shall be liable to the
Warrantholder for liquidated damages equal to 1.5% of the aggregate Warrant
Price for each 30-day period (or portion thereof) beyond such three (3) Business
Day-period that the certificates have not been so delivered.  The
certificates so delivered shall be in such denominations as may be requested by
the holder hereof and shall be registered in the name of such holder or such
other name as shall be designated by such holder.  If this Warrant
shall have been exercised only in part, then, unless this Warrant has expired,
the Corporation shall, at its expense, at the time of delivery of such
certificates, deliver to the holder a new Warrant representing the number of
shares with respect to which this Warrant shall not then have been
exercised.

    


    Section 4.    Compliance with the
Securities Act of 1933. The Corporation may cause the legend set forth on
the first page of this Warrant to be set forth on each Warrant or similar legend
on any security issued or issuable upon exercise of this Warrant, unless counsel
for the Corporation is of the opinion as to any such security that such legend
is unnecessary.

    


    Section 5.    Payment of
Taxes.  The Corporation will pay any documentary stamp taxes
attributable to the initial issuance of Warrant Shares issuable upon the
exercise of the Warrant; provided, however, that the
Corporation shall not be required to pay any tax or taxes which may be payable
in respect of any transfer involved in the issuance or delivery of any
certificates for Warrant Shares in a name other than that of the registered
holder of this Warrant in respect of which such shares are issued, and in such
case, the Corporation shall not be required to issue or deliver any certificate
for Warrant Shares or any Warrant until the person requesting the same has paid
to the Corporation the amount of such tax or has established to the
Corporation’s reasonable satisfaction that such tax has been
paid.  The holder shall be responsible for income taxes due under
federal, state or other law, if any such tax is due.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    Section 6.    Mutilated or Missing
Warrants.  In case this Warrant shall be mutilated, lost,
stolen, or destroyed, the Corporation shall issue in exchange and substitution
of and upon cancellation of the mutilated Warrant, or in lieu of and
substitution for the Warrant lost, stolen or destroyed, a new Warrant of like
tenor and for the purchase of a like number of Warrant Shares, but only upon
receipt of evidence reasonably satisfactory to the Corporation of such loss,
theft or destruction of the Warrant, and with respect to a lost, stolen or
destroyed Warrant, reasonable indemnity or bond with respect thereto, if
requested by the Corporation.

    


    Section 7.    Reservation of Common
Stock.  The Corporation hereby represents and warrants that
there have been reserved, and the Corporation shall at all applicable times keep
reserved until issued (if necessary) as contemplated by this Section 7, out of
the authorized and unissued shares of Common Stock, 100% of the number of shares
issuable upon exercise of the rights of purchase represented by this
Warrant.  The Corporation agrees that all Warrant Shares issued upon
due exercise of the Warrant shall be, at the time of delivery of the
certificates for such Warrant Shares, duly authorized, validly issued, fully
paid and non-assessable shares of Common Stock of the Corporation.

    


    Section 8.    Adjustments.  Subject
and pursuant to the provisions of this Section 8, the Warrant Price and number
of Warrant Shares subject to this Warrant shall be subject to adjustment from
time to time as set forth hereinafter.

    


    (a)           If
the Corporation shall, at any time or from time to time while this Warrant is
outstanding, pay a dividend or make a distribution on its Common Stock in shares
of Common Stock, subdivide its outstanding shares of Common Stock into a greater
number of shares or combine its outstanding shares of Common Stock into a
smaller number of shares or issue by reclassification of its outstanding shares
of Common Stock any shares of its capital stock (including any such
reclassification in connection with a consolidation or merger in which the
Corporation is the continuing corporation), then the number of Warrant Shares
purchasable upon exercise of the Warrant and the Warrant Price in effect
immediately prior to the date upon which such change shall become effective,
shall be adjusted by the Corporation so that the Warrantholder thereafter
exercising the Warrant shall be entitled to receive the number of shares of
Common Stock or other capital stock which the Warrantholder would have received
if the Warrant had been fully exercised immediately prior to such event upon
payment of a Warrant Price that has been adjusted to reflect a fair allocation
of the economics of such event to the Warrantholder.  Such adjustments
shall be made successively whenever any event listed above shall
occur.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    (b)           If
any capital reorganization, reclassification of the capital stock of the
Corporation, consolidation or merger of the Corporation with another corporation
in which the Corporation is not the survivor, or sale, transfer or other
disposition of all or substantially all of the Corporation’s assets to another
corporation shall be effected, then, the Corporation shall use its best efforts
to ensure that lawful and adequate provision shall be made whereby each
Warrantholder shall thereafter have the right to purchase and receive upon the
basis and upon the terms and conditions herein specified and in lieu of the
Warrant Shares immediately theretofore issuable upon exercise of the Warrant,
such shares of stock, securities or assets as would have been issuable or
payable with respect to or in exchange for a number of Warrant Shares equal to
the number of Warrant Shares immediately theretofore issuable upon exercise of
the Warrant, had such reorganization, reclassification, consolidation, merger,
sale, transfer or other disposition not taken place, and in any such case
appropriate provision shall be made with respect to the rights and interests of
each Warrantholder to the end that the provisions hereof (including, without
limitation, provision for adjustment of the Warrant Price) shall thereafter be
applicable, as nearly equivalent as may be practicable in relation to any shares
of stock, securities or assets thereafter deliverable upon the exercise
thereof.  The Corporation shall not effect any such consolidation,
merger, sale, transfer or other disposition unless prior to or simultaneously
with the consummation thereof the successor corporation (if other than the
Corporation) resulting from such consolidation or merger, or the corporation
purchasing or otherwise acquiring such assets or other appropriate corporation
or entity shall assume the obligation to deliver to the holder of the Warrant,
at the last address of such holder appearing on the books of the Corporation,
such shares of stock, securities or assets as, in accordance with the foregoing
provisions, such holder may be entitled to purchase, and the other obligations
under this Warrant.  The provisions of this Section 8(b) shall
similarly apply to successive reorganizations, reclassifications,
consolidations, mergers, sales, transfers or other dispositions.

    


    (c)           In
case the Corporation shall fix a payment date for the making of a distribution
to all holders of Common Stock (including any such distribution made in
connection with a consolidation or merger in which the Corporation is the
continuing corporation) of evidences of indebtedness or assets (other than cash
dividends or cash distributions payable out of consolidated earnings or earned
surplus or dividends or distributions referred to in Section 8(a)), or
subscription rights or warrants, the Company shall provide notice to the
Warrantholder at least 10 days in advance of the fixing of such payment date and
the Warrantholder may elect to exercise this Warrant in whole or in part prior
to such payment date in accordance with Section 3 hereof.

    


    (d)           For
the term of this Warrant, in addition to the provisions contained above, the
Warrant Price shall be subject to adjustment as provided below. An adjustment to
the Warrant Price shall become effective immediately after the payment date in
the case of each dividend or distribution and immediately after the effective
date of each other event which requires an adjustment.

    


    (e)           In
the event that, as a result of an adjustment made pursuant to this Section 8,
the holder of this Warrant shall become entitled to receive any shares of
capital stock of the Corporation other than shares of Common Stock, the number
of such other shares so receivable upon exercise of this Warrant shall be
subject thereafter to adjustment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions with respect to the Warrant
Shares contained in this Warrant.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    Section 9.    Fractional
Interest.  The Corporation shall not be required to issue
fractions of Warrant Shares upon the exercise of this Warrant.  If any
fractional share of Common Stock would, except for the provisions of the first
sentence of this Section 9, be deliverable upon such exercise, the Corporation,
in lieu of delivering such fractional share, shall pay to the exercising holder
of this Warrant an amount in cash equal to the Market Price of such fractional
share of Common Stock on the date of exercise.

    


    Section
10.          Benefits.  Nothing
in this Warrant shall be construed to give any person, firm or corporation
(other than the Corporation and the Warrantholder) any legal or equitable right,
remedy or claim, it being agreed that this Warrant shall be for the sole and
exclusive benefit of the Corporation and the Warrantholder.

    


    Section
11.          Notices to
Warrantholder.  Upon the happening of any event requiring an
adjustment of the Warrant Price, the Corporation shall promptly give written
notice thereof to the Warrantholder at the address appearing in the records of
the Corporation, stating the adjusted Warrant Price and the adjusted number of
Warrant Shares resulting from such event and setting forth in reasonable detail
the method of calculation and the facts upon which such calculation is
based.  Failure to give such notice to the Warrantholder or any defect
therein shall not affect the legality or validity of the subject
adjustment.

    


    Section
12.          Identity of Transfer
Agent.  The Transfer Agent for the Common Stock is American
Stock Transfer & Trust Company.  Upon the appointment of any
subsequent transfer agent for the Common Stock or other shares of the
Corporation’s capital stock issuable upon the exercise of the rights of purchase
represented by the Warrant, the Corporation will mail to the Warrantholder a
statement setting forth the name and address of such transfer
agent.

    


    Section
13.          Notices.  Unless
otherwise provided, any notice required or permitted under this Warrant shall be
given in writing and shall be deemed effectively given as hereinafter described
(i) if given by personal delivery, then such notice shall be deemed given upon
such delivery, (ii) if given by telex or facsimile, then such notice shall be
deemed given upon receipt of confirmation of complete transmittal, (iii) if
given by mail, then such notice shall be deemed given upon the earlier of (A)
receipt of such notice by the recipient or (B) three days after such notice is
deposited in first class mail, postage prepaid, and (iv) if given by an
internationally recognized overnight air courier, then such notice shall be
deemed given one day after delivery to such carrier.  All notices
shall be addressed as follows: if to the Warrantholder, at its address as set
forth in the Corporation’s books and records and, if to the Corporation, at the
address as follows, or at such other address as the Warrantholder or the
Corporation may designate by ten days’ advance written notice to the
other:

    


    If to the Corporation:

    


    Novelos Therapeutics,
Inc.

    One Gateway Center, Suite
504

    Newton, MA 02458

    Attention:  Chief Executive
Officer

    Fax:  (617)
964-6331

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    With a copy to:

    


    Foley Hoag LLP

    Seaport World Trade Center
West

    155 Seaport Boulevard

    Boston, MA 02210

    Attn:  Paul
Bork

    Fax:  (617)
832-7000

    


    Section
14.          Registration
Rights.  The Warrantholder is entitled to the benefit of
certain registration rights with respect to the shares of Common Stock issuable
upon the exercise of this Warrant as provided in the Registration Rights
Agreement dated February 11, 2009, by and among the Corporation and certain
other parties, including the Warrantholder, and any subsequent holder hereof
shall be entitled to such rights to the extent provided in the Registration
Rights Agreement.

    


    Section
15.          Successors.  All
the covenants and provisions hereof by or for the benefit of the Warrantholder
shall bind and inure to the benefit of its respective successors and assigns
hereunder.

    


    Section
16.          Governing
Law.  This Warrant shall be governed by, and construed in
accordance with, the internal laws of the State of New York, without reference
to the choice of law provisions thereof.  The Corporation and, by
accepting this Warrant, the Warrantholder, each irrevocably submits to the
exclusive jurisdiction of the courts of the State of New York located in New
York County and the United States District Court for the Southern District of
New York for the purpose of any suit, action, proceeding or judgment relating to
or arising out of this Warrant and the transactions contemplated
hereby.  Service of process in connection with any such suit, action
or proceeding may be served on each party hereto anywhere in the world by the
same methods as are specified for the giving of notices under this
Warrant.  The Corporation and, by accepting this Warrant, the
Warrantholder, each irrevocably consents to the jurisdiction of any such court
in any such suit, action or proceeding and to the laying of venue in such
court.  The Corporation and, by accepting this Warrant, the
Warrantholder, each irrevocably waives any objection to the laying of venue of
any such suit, action or proceeding brought in such courts and irrevocably
waives any claim that any such suit, action or proceeding brought in any such
court has been brought in an inconvenient forum.  THE CORPORATION AND THE
WARRANTHOLDER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY LEGAL PROCEEDING RELATING TO OR ARISING OUT OF THIS WARRANT AND THE
TRANSACTIONS CONTEMPLATED HEREBY.

    


    Section
17.          No Rights as
Shareholder.  Prior to the exercise of this Warrant, the
Warrantholder shall not have or exercise any rights as a shareholder of the
Corporation by virtue of its ownership of this Warrant.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
      
 

      Section
18.          Restrictions on Exercise of
Warrant.

       

    

    (a) Notwithstanding anything herein to
the contrary, in no event shall the Warrantholder be entitled to exercise any
portion of the Warrant per Section 3 so held by such Warrantholder in excess of
that portion upon exercise of which the sum of (1) the number of shares of
Common Stock beneficially owned by such Warrantholder and its Associated
Companies (other than shares of Common Stock which may be deemed beneficially
owned through ownership of the unexercised Warrant or portion thereof or the
unexercised or unconverted portion of any other security of the Warrantholder
subject to a limitation on exercise analogous to the limitations contained
herein) and (2) the number of shares of Common Stock issuable upon the exercise
of that portion of the Warrant with respect to which the determination of this
proviso is being made, would result in beneficial ownership by such
Warrantholder and its Associated Companies of any amount greater than 4.99% of
the then outstanding shares of Common Stock (whether or not, at the time of such
conversion, the Warrantholder and its Associated Companies beneficially own more
than 4.99% of the then outstanding shares of Common Stock).  The
waiver by the Warrantholder of any limitation contained in an option or
convertible security now or hereafter held by such holder that is similar or
analogous to the limitations set forth in this Section 18(a) shall not be deemed
a waiver or otherwise effect the limitation set forth in this Section 18(a),
unless such waiver expressly states it is a waiver of the provisions of this
Section 18(a).  For purposes of this Section 18(a), beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as
otherwise provided in clause (1) of such proviso.  The Warrantholder
may waive the limitations set forth herein by sixty-one (61) days written notice
to the Corporation or immediately preceding a Change of Control of the
Corporation.  For purposes of Sections 18(a) and 18(b), the term
“Change of Control” shall mean (1) any sale, lease or other transfer of
substantially all of the Corporation’s assets, in one or a series of
transactions; (2) any merger, consolidation or similar business combination
transaction, in which the Corporation is not the survivor or, if the Corporation
is the survivor, then only if the holders of a majority of the Common Stock
outstanding immediately before such transaction cease to own a majority of the
Common Stock immediately after the transaction; (3) if one or a series of
events, any change in the majority of the members of the Corporation’s Board of
Directors (the “Board”), unless the replacement
directors were nominated by the majority of the Board immediately preceding such
change; and (4) if any person or entity (other than Purdue) shall acquire or
become the “beneficial owner” (as that term is defined in Rule 13d-3 of the
Exchange Act) of more than 50% of the Corporation’s outstanding
stock.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    (b)  Notwithstanding anything
herein to the contrary, in no event shall the Warrantholder be entitled to
exercise any portion of the Warrant per Section 3 so held by such Warrantholder
in excess of that portion upon exercise of which the sum of (1) the number of
shares of Common Stock beneficially owned by such Warrantholder and its
Associated Companies (other than shares of Common Stock which may be deemed
beneficially owned through ownership of the unexercised Warrant or portion
thereof or the unexercised or unconverted portion of any other security of the
Warrantholder subject to a limitation on exercise analogous to the limitations
contained herein) and (2) the number of shares of Common Stock issuable upon the
exercise of that portion of the Warrant with respect to which the determination
of this proviso is being made, would result in beneficial ownership by such
Warrantholder and its Associated Companies of any amount greater than 9.99% of
the then outstanding shares of Common Stock (whether or not, at the time of such
conversion, the Warrantholder and its Associated Companies beneficially own more
than 9.99% of the then outstanding shares of Common Stock).  The
waiver by the Warrantholder of any limitation contained in an option or
convertible security now or hereafter held by such holder that is similar or
analogous to the limitations set forth in this Section 18(b) shall not be deemed
a waiver or otherwise effect the limitation set forth in this Section 18(b),
unless such waiver expressly states it is a waiver of the provisions of this
Section 18(b).  For purposes of this Section 18(b), beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as
otherwise provided in clause (1) of such proviso.  The Warrantholder
may waive the limitations set forth herein by sixty-one (61) days written notice
to the Corporation or immediately preceding a Change of Control of the
Corporation.

    


    Section
19.          Amendments.  This
Warrant shall not be amended without the prior written consent of the
Corporation and the Warrantholder.

    


    Section
20.          Section
Headings.  The section headings in this Warrant are for the
convenience of the Corporation and the Warrantholder and in no way alter,
modify, amend, limit or restrict the provisions hereof.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    IN WITNESS WHEREOF, the Corporation has
caused this Warrant to be duly executed, as of the 11th day of February,
2009.

    


    
      
        
          
            
              
                
                  
                    	
                            NOVELOS
      THERAPEUTICS, INC.

                          
	 
      	 
      	 
	
                            By:

                          	
                            /s/
      Harry S. Palmin

                          	 
	
                            Name: 
      Harry S. Palmin

                          
	
                            Title:   
      President and
CEO

                          


                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    APPENDIX
A

    NOVELOS
THERAPEUTICS, INC.

    WARRANT
EXERCISE FORM

    


    To:
NOVELOS THERAPEUTICS, INC.

    


    The undersigned hereby irrevocably
elects to exercise the right of purchase represented by the within Warrant
(“Warrant”) for, and to purchase thereunder by the payment of the Warrant Price
and surrender of the Warrant, _______________ shares of Common Stock (“Warrant
Shares”) provided for therein, and requests that certificates for the Warrant
Shares be issued as follows:


    
      
        
          
            
              
                	
                         

                      
	
                        Name

                      
	
                         

                      
	
                        Address

                      
	
                         

                      
	
                         

                      
	
                        Federal
      Tax ID or Social Security
No.

                      


              

            

          

        

      

    

    


    and delivered by

    


     ̈              certified
mail to the above address, or

     ̈              electronically
(provide DWAC Instructions:___________________), or

     ̈              other
(specify: __________________________________________).

    


    and, if
the number of Warrant Shares shall not be all the Warrant Shares purchasable
upon exercise of the Warrant, that a new Warrant for the balance of the Warrant
Shares purchasable upon exercise of this Warrant be registered in the name of
the undersigned Warrantholder or the undersigned’s Assignee as below indicated
and delivered to the address stated below.

    


    Dated:
___________________, ____

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            	
                                                                                    Note:  The signature must correspond
      with

                                                                                  	 
      	 	 
      	 
      	 
	
                                                                                    the
      name of the registered holder as written

                                                                                  	 
      	Signature:	
                                                                                     

                                                                                  	 
      	 
	
                                                                                    on
      the first page of the Warrant in every

                                                                                  	 
      	 	 
      	 
      	 
	
                                                                                    particular,
      without alteration or enlargement

                                                                                  	 
      	Name
      (please print)	 
	
                                                                                    or
      any change whatever, unless the Warrant

                                                                                  	 
      	 	 
      	 
	
                                                                                    has
      been assigned.

                                                                                  	 
      	 	 
      	 
	 
      	 
      	 	 
      	 
	 
      	 
      	Address	 
	 
      	 
      	 	 
      	 
	 
      	 
      	Federal
      Identification or	 
	 
      	 
      	Social
      Security No.	 
	 
      	 
      	 	 
      	 
	 
      	 
      	Assignee: