DOR - MIDSOUTH WARRANT on PLACEMENT




Exhibit
4.13




THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), OR ANY STATE SECURITIES LAW. SUCH SECURITIES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH SALE OR TRANSFER
IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT
OR THE ISSUER HAS RECEIVED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
REASONABLY ACCEPTABLE TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER THE
ACT OR APPLICABLE STATE SECURITIES LAWS.
THESE
SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE
PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH
SECURITIES.










DOR
BIOPHARMA, INC.










Warrant
for the Purchase of Shares of

Common
Stock




No.
CSW05-16       629,708
Shares

Original
Issue Date February 9, 2005







FOR VALUE
RECEIVED, DOR BIOPHARMA, INC., a Delaware corporation (the “Company”),
hereby certifies that MidSouth Capital, Inc., is entitled to purchase from the
Company, at any time or from time to time commencing on one hundred eighty (180)
days after the Original Issue Date and expiring at 5:00 P.M., New York City
time, on the fifth (5th) anniversary of the one hundred eightieth day after the
Original Issue Date (the “Expiration
Date”) six
hundred twenty nine thousand seven hundred eight (629,708) fully paid and
non-assessable shares of Common Stock, par value $.001 per share, of the Company
(the “Warrant
Shares”) for a
per share exercise price equal to $0.625 (the “Per
Share Warrant Price”). The
Per Share Warrant Price is subject to adjustment as hereinafter provided.
Capitalized terms used and not otherwise defined in this Warrant shall have the
meanings specified in Section 8, unless the context otherwise
requires.




1. Exercise
of Warrant.





(a) This
Warrant may be exercised, in whole at any time or in part from time to time,
commencing one hundred eighty (180) days after the Original Issue Date and
expiring at 5:00 P.M., New York City time, on the Expiration Date (with the
Exercise Notice at the end of this Warrant duly executed) at the address set
forth in Section 9 hereof, together with payment of the Per Share Warrant Price
multiplied by the number of Warrant Shares to which such exercise relates made
by delivery to the Company of one or more types of Permitted
Consideration.




 

(b) If this
Warrant is exercised in part, the Company will deliver to the Holder within
three Trading Days of the date such Holder delivers to the Company this Warrant
and an Exercise Notice, together with the payment of the aggregate Per Share
Warrant Price for such exercise, a new Warrant covering the Warrant Shares which
have not been exercised. By the expiration of the third Trading Day following
the Holder’s delivery of a Warrant, together with an Exercise Notice and the
payment of the aggregate Per Share Warrant Price for such exercise, the Company
will (i) issue a certificate or certificates in the name of the Holder for the
largest number of whole shares of the Common Stock to which the Holder shall be
entitled and, if this Warrant is exercised in whole, in lieu of any fractional
share of the Common Stock to which the Holder shall be entitled, pay to the
Holder cash in an amount equal to the fair value of such fractional share
(determined by reference to the closing sales price of the Common Stock on the
date of the Exercise Notice), and (ii) deliver the other securities and
properties receivable upon the exercise of this Warrant, or the proportionate
part thereof if this Warrant is exercised in part, pursuant to the provisions of
this Warrant.




(c) If, after
the Effectiveness Date (as defined in the Registration Rights Agreement) the
Warrant Shares to be issued are not registered and available for resale by the
Holder pursuant to a registration statement in accordance with the Registration
Rights Agreement, then notwithstanding anything contained herein to the
contrary, the Holder may, at its election exercised in its sole discretion,
exercise this Warrant in whole or in part and, in lieu of making a cash payment
of Permitted Consideration, elect instead to receive upon such exercise the “Net
Number” of shares of Common Stock determined according to the following
formula:




Net
Number = (A x
B) - (A x C)

B

For
purposes of the foregoing formula:




A=the
total number of Warrant Shares with respect

to which
this Warrant is then being exercised.




B=the
average of the closing sales prices for the five

Trading
Days immediately prior to (but not including) 

the day
that the Holder delivers the Exercise Notice at issue.




C=the Per
Share Warrant Price.




(d) If, by
the third Trading Day after the date that the Holder delivers an Exercise
Notice, together with the payment of the aggregate Per Share Warrant Price for
such exercise, the Company fails to deliver the required number of Warrant
Shares in the manner required pursuant to Section 1(b), then the Holder will
have the right to rescind such exercise.




(e) If, by
the third Trading Day after the date that the Holder delivers an Exercise
Notice, together with the payment of the aggregate Per Share Warrant Price for
such exercise, the Company fails to deliver the required number of Warrant
Shares in the manner required pursuant to Section 1(b), 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 (1) pay in cash to the Holder the amount by which (x) the
Holder’s total purchase price (including brokerage commissions, if any) for the
shares of Common Stock so purchased exceeds (y) the amount obtained by
multiplying (A) the number of Warrant Shares that the Company was required to
deliver to the Holder in connection with the exercise at issue by (B) the
closing bid price of the Common Stock at the time of the obligation giving rise
to such purchase obligation and (2) at the option of the Holder, either
reinstate the portion of the Warrant and equivalent number of Warrant Shares for
which such exercise was not honored or deliver to the Holder the number of
shares of Common Stock that would have been issued had the Company timely
complied with its exercise and delivery obligations hereunder. The Holder shall
provide the Company written notice indicating the amounts payable to the Holder
in respect of the Buy-In.




(f) Notwithstanding
anything to the contrary contained herein, the number of shares of Common Stock
that may be acquired by the Holder upon any exercise of this Warrant shall be
limited to the extent necessary to insure that, following such exercise, 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 4.999% 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 will constitute a representation by the Holder that it has
evaluated the limitation set forth in this paragraph and determined that
issuance of the full number of Warrant Shares requested in such Exercise Notice
is permitted under this paragraph. 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 2. 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.




(g) Notwithstanding
anything to the contrary contained herein, the number of shares of Common Stock
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 insure
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 9.999% 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 will constitute a
representation by the Holder that it has evaluated the limitation set forth in
this paragraph and determined that issuance of the full number of Warrant Shares
requested in such Exercise Notice is permitted under this paragraph. 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 2. This restriction may not
be waived.




2.  Certain
Adjustments. The Per
Share Warrant 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
2.




(a) 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 Per Share Warrant 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
shareholders 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.




(b) If,
at any time while this Warrant is outstanding, (1) the Company effects any
merger or consolidation of the Company with or into another person, (2) the
Company effects any sale of all or substantially all of its assets in one or a
series of related transactions, (3) any tender offer or exchange offer (whether
by the Company or another Person) is completed pursuant to which holders of
Common Stock are permitted to tender or exchange their shares for other
securities, cash or property, or (4) 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 (in any such case, a “Fundamental
Transaction”), then
thereafter this Warrant shall represent the right 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 (the “Alternate
Consideration”). For
purposes of any such exercise, the determination of the Per Share Warrant Price
shall be appropriately adjusted to apply to such Alternate Consideration based
on the amount of Alternate Consideration issuable in respect of one share of
Common Stock in such Fundamental Transaction, and the Company shall apportion
the Per Share Warrant Price among the Alternate Consideration in a reasonable
manner reflecting the relative value of any different components of the
Alternate Consideration. If holders of Common Stock are given any choice as to
the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any exercise of this Warrant following such Fundamental
Transaction. At the Holder’s option and request, any successor to the Company or
surviving entity (and, if an entity different from the successor or surviving
entity, the entity whose capital stock or assets the Holders of Common Stock are
entitled to receive as a result of such Fundamental Transaction) in such
Fundamental Transaction shall, either (1) issue to the Holder a new warrant
substantially in the form of this Warrant and consistent with the foregoing
provisions and evidencing the Holder’s right to purchase the Alternate
Consideration for the aggregate Per Share Warrant Price upon exercise thereof,
or (2) purchase the Warrant from the Holder for a purchase price, payable in
cash within five trading days after such request (or, if later, on the effective
date of the Fundamental Transaction), equal to the Black Scholes value of the
remaining unexercised portion of this Warrant on the date of such request. The
terms of any agreement pursuant to which a Fundamental Transaction is effected
shall include terms requiring any such successor or surviving entity (and, if an
entity different from the successor or surviving entity, the entity whose
capital stock or assets the Holders of Common Stock are entitled to receive as a
result of such Fundamental Transaction) to comply with the provisions of this
paragraph (b) and insuring that the Warrant (or any such replacement security)
will be similarly adjusted upon any subsequent transaction analogous to a
Fundamental Transaction.




(c) Simultaneously
with any adjustment to the Per Share Warrant Price pursuant to Section 2(a), 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 Per Share Warrant Price payable hereunder for the adjusted number
of Warrant Shares shall be the same as the aggregate Per Share Warrant Price in
effect immediately prior to such adjustment.




(d) All
calculations under this Section 2 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.




(e) Upon the
occurrence of each adjustment pursuant to this Section 2, 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 Per Share Warrant 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.




3. Fully
Paid Stock; Taxes.





The
Company agrees that the shares of Common Stock represented by each and every
certificate for Warrant Shares delivered on the exercise of this Warrant shall
at the time of such delivery, be validly issued and outstanding, fully paid and
nonassessable, and not subject to preemptive rights or rights of first refusal,
and the Company will take all such actions as may be necessary to assure that
the par value or stated value, if any, per share of the Common Stock is at all
times equal to or less than the then Per Share Warrant Price. The Company
further covenants and agrees that it will pay, when due and payable, any and all
Federal and state stamp, original issue or similar taxes which may be payable in
respect of the issue of any Warrant Share or any certificate thereof to the
extent required because of the issuance by the Company of such
security.




4. Registration
Under Securities Act .





(a) The
Holder shall, with respect to the Warrant Shares, have the registration rights
set forth in the Registration Rights Agreement. By acceptance of this Warrant,
the Holder agrees to comply with the provisions of the Registration Rights
Agreement.




(b) Until the
later of (i) such time as the Holder shall be eligible to resell all of its
Warrant Shares without volume restrictions pursuant to Rule 144(k) promulgated
under the Securities Act (assuming Holder is not an “affiliate” of the Company,
as defined in Rule 144), as evidenced by a legal opinion to such effect
delivered by the Company’s counsel and acceptable to each of the Company’s
transfer agent and the Holder, or (ii) the date on which all Warrant Shares have
been sold under a Registration Statement or pursuant to Rule 144 (“Rule
144”) as
promulgated under the Securities Act, the Company shall use its reasonable best
efforts to file with the Securities and Exchange Commission all current reports
and the information as may be necessary to enable the Holder to effect sales of
the Warrant Shares in reliance upon Rule 144 promulgated under the Securities
Act.



5. Investment
Intent; Restrictions on Transferability. 




(a) The
Holder represents, by accepting this Warrant that it understands that this
Warrant and any securities obtainable upon exercise of this Warrant have not
been registered for sale under Federal or state securities laws and are being
offered and sold to the Holder pursuant to one or more exemptions from the
registration requirements of such securities laws. Certificates representing
Warrant Shares may, for so long as required in accordance with the Purchase
Agreement, bear the restrictive legend set forth on the first page hereof. The
Holder understands that the Holder must bear the economic risk of such Holder’s
investment in this Warrant and any Warrant Shares or other securities obtainable
upon exercise of this Warrant for an indefinite period of time, as this Warrant
and such Warrant shares or other securities have not been registered under
Federal or state securities laws and therefore cannot be sold unless
subsequently registered under such laws, or an exemption from such registration
is available.




(b) The
Holder, by such Holder’s acceptance of this Warrant, represents to the Company
that such Holder is acquiring this Warrant and will acquire any Warrant Shares
or other securities obtainable upon exercise of this Warrant for such Holder’s
own account for investment and not with a view to, or for sale in connection
with, any distribution thereof in violation of the Securities Act. The Holder
agrees that this Warrant and any such Warrant Shares or other securities will
not be sold or otherwise transferred unless (i) a registration statement with
respect to such transfer is effective under the Securities Act or (ii) such sale
or transfer is made pursuant to one or more exemptions from the Securities Act.





6. Loss,
Theft, Destruction or Mutilation of Warrant.





Upon
receipt of evidence satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant, and of indemnity reasonably satisfactory to the
Company, if lost, stolen or destroyed, and upon surrender and cancellation of
this Warrant, if mutilated, the Company shall execute and deliver to the Holder,
a new Warrant of like date, tenor and denomination.




7. Warrant
Holder Not Stockholder.





This
Warrant does not confer upon the Holder any right to vote or to consent to or
receive notice as a stockholder of the Company, as such, in respect of any
matters whatsoever, or any other rights or liabilities as a stockholder, prior
to the exercise hereof; this Warrant does, however, require certain notices to
Holders as set forth herein.

8. Definitions.




In
addition to the terms defined elsewhere in this Warrant, the following terms
have the following meanings:




“Closing
Date” shall
have the meaning given such term in the Purchase Agreement.




  “Common
Stock” shall
mean the Common Stock, par value $.001 per share, of the Company, for which the
Warrant is exercisable and any securities into which such common stock may
hereafter be classified.




“Exchange
Act” means
the Securities Exchange Act of 1934, as amended.




“Holder” shall
mean the holder of this Warrant and “Holders” shall
mean the holder of this Warrant and the holders of all other
Warrants.




“Majority
of the Holders” shall
mean Holders of Warrants representing more than fifty percent (50%) of the
shares of Common Stock obtainable upon exercise of the Warrants then
outstanding.




“Permitted
Consideration” shall
mean (a) cash or other funds immediately available to the Company or (b) Warrant
Shares in the event of a net exercise in accordance with the terms
hereof.




“Purchase
Agreement” shall
mean that certain Securities Purchase Agreement, dated as of February 1, 2005 by
and among the Company and the investors named therein, pursuant to which, among
other things, the initial Holder purchased this Warrant.




“Registration
Rights Agreement” shall
mean that certain Registration Rights Agreement, dated as of February 1, 2005,
by and among the Company and the Investors party thereto.




“Securities
Act” means
the Securities Act of 1933, as amended.




“Trading
Day” means
(i) a day on which the Common Stock is traded on a Trading Market, or (ii) if
the Common Stock is not listed on a Trading Market (other than the OTC Bulletin
Board), a day on which the Common Stock is traded in the over-the-counter
market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock is
not quoted on the OTC Bulletin Board, a day on which the Common Stock is quoted
in the over-the-counter market as reported by the National Quotation Bureau
Incorporated (or any similar organization or agency succeeding to its functions
of reporting prices); provided, that in the event that the Common Stock is not
listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day
shall mean a Business Day.




“Warrants” shall
mean this Warrant, all similar Warrants issued on the date hereof and all
warrants hereafter issued in exchange or substitution for this Warrant or such
similar Warrants.







9. Communication.





All
notices and communications hereunder shall be in writing and shall be deemed to
be duly given if sent by registered or certified mail, return receipt requested,
via a national recognized overnight mail delivery service, or by facsimile
(provided the sender receives a machine-generated confirmation of successful
transmission), if to the Company, to: 




If to the
Company:




DOR
BioPharma Inc.

1691
Michigan Ave.

Suite
435

Miami,
Florida 33139

Attn: President

Fax:
 (305)
534-3383




With a
copy to (except in the case of Exercise Notices, Assignments and Partial
Assignments):




Edwards
& Angell, LLP

350 E.
Las Olas Boulevard

Suite
1150

Fort
Lauderdale, Florida 33301-4215

Attn: Leslie J.
Croland, P.A.

Fax: (904)
727-2601




If to the
Holder of this Warrant, to such Holder at the address listed on the records of
the Company.




10. Reservation
of Warrant Shares; Listing.





The
Company shall at all times prior to the Expiration Date (a) have authorized and
in reserve, and shall keep available, solely for issuance and delivery upon the
exercise of this Warrant, the shares of the Common Stock and other securities
and properties as from time to time shall be receivable upon the exercise of
this Warrant, free and clear of all restrictions on sale or transfer, other than
under Federal or state securities laws, and free and clear of all preemptive
rights and rights of first refusal; and (b) use its reasonable best efforts to
keep the Warrant Shares authorized for listing on any national securities
exchange (or the NASDAQ National Market) on which the Common Stock is
listed.




11. Headings;
Severability.





The
headings of this Warrant have been inserted as a matter of convenience and shall
not affect the construction hereof. 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.




12. Applicable
Law.





This
Warrant shall be governed by and construed in accordance with the law of the
State of New York without giving effect to the principles of conflicts of law
thereof.




13. Specific
Performance. The
Company agrees that the remedies at law of the Holder of this Warrant in the
event of any default or threatened default by the Company in the performance of
or compliance with any of the terms of this Warrant are not and will not be
adequate and that, to the fullest extent permitted by law, such terms maybe
specifically enforced by a decree for the specific performance of any obligation
contained herein or by an injunction against a violation of any of the terms
hereof or otherwise.




14. Amendment,
Waiver, etc. 




Except as
expressly provided herein, neither this Warrant nor any term hereof may be
amended, waived, discharged or terminated other than by a written instrument
signed by the party against whom enforcement of any such amendment, waiver,
discharge or termination is sought; provided,
however, that any provisions hereof may be amended, waived, discharged or
terminated upon the written consent of the Company and the Majority of the
Holders; provided, that
neither the Per Share Warrant Price, Sections 1(f) or 1(g), nor the Expiration
Date, nor this Section 14 may be amended without the consent of each affected
Holder.

[Signature
Page Follows]





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-PMB_265967_3/MNAHATA




















IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly signed by its
President and its corporate seal to be hereunto affixed and attested by its
Secretary as of the Original Issue Date first above referenced.




DOR
BIOPHARMA, INC. 










By: _________________________ 

Name:
 _________________________

Title:
 _________________________




ATTEST:







_____________________________

Secretary

[Corporate
Seal]





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-PMB_265967_3/MNAHATA























ASSIGNMENT




FOR VALUE
RECEIVED _______________ hereby sells, assigns and transfers unto
____________________ the foregoing Warrant and all rights evidenced thereby, and
does irrevocably constitute and appoint _____________________, attorney, to
transfer said Warrant on the books of DOR Biopharma, Inc.




Dated:_______________   Signature:____________________




Address:______________________




PARTIAL
ASSIGNMENT




FOR VALUE
RECEIVED _______________ hereby assigns and transfers unto ____________________
the right to purchase _______ shares of the Common Stock, par value $.001 per
share, of DOR BioPharma, Inc. covered by the foregoing Warrant, and a
proportionate part of said Warrant and the rights evidenced thereby, and does
irrevocably constitute and appoint ____________________, attorney, to transfer
that part of said Warrant on the books of DOR BioPharma, Inc.




Dated:_______________   Signature:____________________




Address:______________________





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-PMB_265967_3/MNAHATA




















EXERCISE
NOTICE

 




The
undersigned hereby elects to purchase _____________ shares of Common Stock of
DOR BioPharma, Inc. pursuant to the attached Warrant, and, if such Holder is not
utilizing the cashless (or net) exercise provisions set forth in the Warrant,
encloses herewith (if the undersigned shall not be utilizing the net exercise
provisions of the Warrant) $________ in cash, certified or official bank check
or checks or other immediately available funds, which sum represents the
aggregate Per Share Warrant Price for the number of shares of Common Stock to
which this Exercise Notice relates, together with any applicable taxes payable
by the undersigned pursuant to the Warrant.




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
(determined in accordance with Section 13(d) of the Securities Exchange Act of
1934) permitted to be owned under Section 1(g) or 1(g) (as applicable) of this
Warrant to which this notice relates.




By its
delivery of this Exercise Notice, the undersigned represents and warrants to the
Company that it is an “accredited investor” as defined in Rule 501(a) under the
Securities Act of 1933.




The
undersigned requests that certificates for the shares of Common Stock issuable
upon this exercise be issued in the name of

 

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IDENTIFICATION NUMBER

 

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