Exhibit
10.4


 


NEITHER THESE SECURITIES NOR THE SECURITIES
FOR WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE 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, ACCORDINGLY, MAY NOT BE OFFERED OR
SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR PURSUANT TO 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.  THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF
THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY SUCH SECURITIES.


 


 


ARENA
PHARMACEUTICALS, INC.


 


UNIT WARRANT


 


	
  Warrant No. U-     

  	
  Dated:  December 24, 2003

  



 


Arena Pharmaceuticals, Inc., a Delaware corporation (the “Company”),
hereby certifies that, for value received,
                          
or its registered assigns (the “Holder”), is entitled to purchase from the
Company at any time on one occasion from and after the date hereof and through
and including the earlier of (i) the twelve month anniversary of the Trigger
Date and (ii) the date that is 20 days after receipt of notice by Holder from
the Company of the bona fide exercise, in whole or in part, of any Unit Warrant
(the “Expiration Date”) and
subject to the following terms and conditions, up to a total of
           Additional Units
(as adjusted for any stock dividend, stock split, stock combination or other
similar event) at an exercise price equal to $10,000 per Additional Unit (as
adjusted for any stock dividend, stock split, stock combination or other
similar event) (the “Exercise Price”).  Each “Additional Unit” entitles the Holder to (a)
one share of Series B-2 Convertible Preferred Stock, $0.0001 par value per
share (the “Series B-2 Preferred Stock”), of the Company (the sum of all
such shares, the “Additional Shares”), and (b) a warrant in
the form attached as Exhibit C in the Purchase Agreement (all such
warrants, the “Additional Warrants”),
exercisable for 391.304 shares of Common Stock (the sum of all such shares, the
“Additional Warrant Shares”), with
an exercise price per share calculated as set forth in Section 4(b) of
this Unit Warrant.  This Unit Warrant
(this “Unit Warrant”) is one of a
series of similar unit warrants issued pursuant to that certain Securities
Purchase Agreement, dated as of December 24, 2003, and among the Company
and the Purchasers identified therein (the “Purchase Agreement”).  All such unit warrants are referred to
herein, collectively, as the “Unit Warrants.”


 


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


 

















 


2.                                       Registration
of Unit Warrant.  The Company shall
register this Unit Warrant, upon records to be maintained by the Company for
that purpose (the “Unit Warrant Register”), in the name of the
record Holder hereof from time to time. 
The Company may deem and treat the registered Holder of this Unit
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.                                       Registration
of Transfers.  The Company shall
register the transfer of any portion of this Unit Warrant in the Unit Warrant
Register, upon surrender of this Unit Warrant, with the Form of Assignment
attached hereto duly completed and signed, to the Transfer Agent or to the
Company at its address specified herein. 
Upon any such registration or transfer, a new unit warrant to purchase
the Additional Units, in substantially the form of this Unit Warrant (any such
new unit warrant, a “New Unit Warrant”),
evidencing the portion of this Unit Warrant so transferred shall be issued to
the transferee and a New Unit Warrant evidencing the remaining portion of this
Unit Warrant not so transferred, if any, shall be issued to the transferring
Holder.  The acceptance of the New Unit
Warrant by the transferee thereof shall be deemed the acceptance by such
transferee of all of the rights and obligations of a holder of a Unit Warrant.


 


4.                                       Exercise and
Duration of Unit Warrant.


 


(a)                                  This Unit Warrant
shall be exercisable by the registered Holder at any time on or after the date
hereof to and including the Expiration Date. 
At 6:30 p.m., New York City time on the Expiration Date, the portion of
this Unit Warrant not exercised prior thereto shall be and become void and of
no value.


 


(b)                                 A Holder may exercise
this Unit Warrant by delivering to the Company (i) an exercise notice, in the
form attached hereto (the “Exercise Notice”), appropriately completed
and duly signed, and (ii) payment of the Exercise Price for the number of
Additional Units as to which this Unit Warrant is being exercised, and the date
such items are delivered to the Company (as determined in accordance with the
notice provisions hereof) is an “Exercise Date.”  The exercise price per Additional Warrant Share for the
Additional Warrants shall be equal to $10 (as adjusted for any stock dividend,
stock split, stock combination or other similar event).  The number of Additional Shares shall be
equal to the number of Additional Units and the conversion price for such
Series B-2 Preferred Stock shall be equal to 110% of the arithmetic average of
Volume Weighted Average Price for the 15 consecutive Trading Days immediately
prior to the Exercise Date, but in no event greater than $10 or lower than $7
(in each case, as adjusted for any stock dividend, stock split, stock
combination or other similar event). The Holder shall not be required to
deliver the original Unit Warrant in order to effect an exercise
hereunder.  Execution and delivery of
the Exercise Notice shall have the same effect as cancellation of the original
Unit Warrant and issuance of a New Unit Warrant evidencing the right to
purchase the remaining number of Additional Units.


 


5.                                       Delivery of
Additional Shares and Additional Warrant.


 


(a)                                  Upon exercise of this
Unit Warrant, the Company shall promptly (but in no event later than three
Trading Days 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 


 


2

















 


Holder may designate, (i) a certificate for the Additional Shares
issuable upon such exercise, free of restrictive legends unless a registration
statement covering the resale of the Additional Shares and naming the Holder as
a selling stockholder thereunder is not then effective and the Additional
Shares are not freely transferable without volume restrictions pursuant to Rule
144 under the Securities Act, (ii) Additional Warrants exercisable for the
appropriate number of Additional Warrant Shares as calculated pursuant to
Section 4(b) hereof, (iii) the legal opinions of Company Counsel,
substantially in the form of Exhibits E-1 and E-2 to the Purchase
Agreement, executed by such counsel and delivered to the Holders, and (iv) to
the extent that such exercise is triggered pursuant to Section 11, a
certificate from an officer of the Company that each of the representations and
warranties of the Company set forth in Section 3.1 of the Purchase
Agreement are true and correct as of the date when made and as of the Exercise
Date as though made on and as of such date, and each of the other conditions
set forth in Section 5.1 of the Purchase Agreement have been satisfied as
of the Exercise Date.  The Holder, or
any Person so designated by the Holder to receive Additional Shares and the
Additional Warrants, shall be deemed to have become holder of record of such
Additional Shares and Additional Warrants as of the Exercise Date.


 


(b)                                 This Unit Warrant is
exercisable, either in its entirety or for a portion of the number of
Additional Units.  Upon surrender of
this Unit Warrant following one or more partial exercises, the Company shall
issue or cause to be issued, at its expense, a New Unit Warrant evidencing the
right to purchase the remaining number of Additional Units.


 


(c)                                  In addition to any
other rights available to a Holder, if the Company fails to deliver to the
Holder a certificate representing Additional Shares or Additional Warrants by
the third Trading Day after the date on which delivery of such certificate is
required by this Unit Warrant and 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 Additional Shares or Additional Warrants that the Holder
anticipated receiving from the Company (a “Buy-In”),
then in the Holder’s sole discretion, the Company shall, within three Trading
Days after the Holder’s request, either (i) pay cash to the Holder in 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 Common
Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the
Holder a certificate or certificates representing such Common Stock 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 shares of Common Stock, times (B)
the Closing Price on the date of the event giving rise to the Company’s
obligation to deliver such certificate.


 


(d)                                 The Company’s
obligations to issue and deliver Additional Shares and the Additional Warrants
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 which might otherwise limit such
obligation of the Company to the Holder in connection with the issuance of
Additional Shares and the Additional


 


3

















 


Warrants.  Nothing herein shall
limit a 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 the Additional Warrants or Additional Shares upon exercise of
this Unit Warrant as required pursuant to the terms hereof.


 


6                                          Charges,
Taxes and Expenses.   Issuance and
delivery of certificates for shares of Additional Shares and the Additional
Warrants upon exercise of this Unit 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
and the Additional Warrants, 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 which may be payable in respect of any transfer
involved in the registration of any certificates for Additional Shares or the
Additional 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
Unit Warrant or receiving Additional Shares or the Additional Warrants upon
exercise hereof.


 


7.                                       Replacement
of Unit Warrant.  If this Unit
Warrant is mutilated, lost, stolen or destroyed, or a Holder fails to deliver
such certificate as may otherwise be provided herein, 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 Unit Warrant, a New Unit
Warrant, but only upon receipt of evidence reasonably satisfactory to the
Company of such loss, theft or destruction (in such case) and, in each case,
and customary and reasonable indemnity, if requested.  Applicants for a New Unit 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.


 


8.                                       Reservation
of Additional Shares and Additional 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, upon exercise of the Unit Warrants, to issue Common
Stock upon the conversion of the Additional Shares and to issue Additional
Warrant Shares upon the exercise of the Additional Warrants, the number of
shares of Common Stock (as adjusted for any stock dividend, stock split, stock
combination or other similar event) which are then issuable and deliverable
upon the exercise of this entire Unit 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 Additional
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.  The Company will take all such action as may
be necessary to assure that such shares of Common Stock may be issued as
provided herein without violation of any applicable law or regulation, or of
any requirements of any securities exchange or automated quotation system upon
which the Common Stock may be listed.


 


9.                                       Certain
Adjustments.


 


4

















 


(a)                                  The (i) exercise
price per Additional Warrant Share and the conversion price per Additional
Share and (ii) the number of Additional Warrant Shares issuable upon exercise
of the Additional Warrants, shall be adjusted for any stock dividend, stock
split, stock combination or other similar event in accordance with
Section 9 of the Additional Warrant and Section 15 of the Certificate
of Designation, respectively.


 


(b)                                 Simultaneously with
any adjustment pursuant to this Section 9, the number of Additional
Warrant Shares that may be purchased upon exercise of the Additional Warrants
shall be increased or decreased proportionately, so that after such adjustment
the aggregate exercise price payable thereunder for the increased or decreased
number of Additional Warrant Shares shall be the same as the aggregate exercise
price in effect immediately prior to such adjustment.


 


(c)                                  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.


 


(d)                                 Upon the occurrence of
each adjustment pursuant to this Section 9, the Company at its
expense will promptly compute such adjustment in accordance with the terms of
this Unit Warrant and prepare a certificate setting forth such adjustment,
including a statement of the adjusted exercise price per Additional Warrant
Share and the number of Additional Warrant Shares issuable upon exercise of the
Additional Warrant, describing the transactions giving rise to such adjustments
and showing in detail the facts upon which such adjustment is based.


 


10.                                 Payment of Exercise
Price.  The Holder shall pay the
Exercise Price in cash by delivering to the Company immediately available funds
equal to the Exercise Price.


 


11.                                 Call Right.


 


(a)                                  Subject to the
provisions of this Section 11, if at any time after the Effective
Date, the Closing Price of the Common Stock on the NASDAQ National Market is
equal to or greater than $10 per share (as adjusted for any stock splits, stock
combinations, stock dividends and other similar events) (the “Threshold
Price”) for each of any thirty (30) consecutive Trading Days, then
the Company shall have the right, but not the obligation (the “Call Right”), on ten (10) Trading Days
prior written notice to the Holder, to require that the Holder exercise any
unexercised portion of this Unit Warrant for which an Exercise Notice has not
yet been delivered (the “Call Amount”).


 


(b)                                 To exercise this Call
Right, the Company shall deliver to the Holder an irrevocable written notice (a
“Call
Notice”), indicating the Call Amount.  The date that the Company delivers the Call Notice to the Holder
shall be referred to as the “Call Date.”  Within 10 Trading Days of receipt of the Call Notice, and
provided that the Holder is permitted to exercise this Unit Warrant pursuant to
Section 4(a) above, the Holder shall exercise this Warrant to the extent
of the Call Amount in accordance with Section 4(b) above.  Any unexercised portion of this Unit Warrant
to which the Call Notice does not pertain (the “Remaining 


 


5

















 


Portion”)
will be unaffected by such Call Notice. 
The Company covenants and agrees that it will honor any Exercise Notice
with respect to the Call Amount that is tendered to the Company from the time
of delivery of the Call Notice through and including 6:30 p.m. (New York City
time) on the 10th Trading Day following the Call Notice.


 


(c)                                  Notwithstanding
anything to the contrary set forth in this Unit Warrant, the Company may not
deliver a Call Notice (and any Call Notice will be void), unless from the
beginning of the thirty (30) consecutive Trading Days used to determine whether
the Common Stock has achieved the Threshold Price through the date on which the
Holder exercises the Call Amount (the “Call
Period”) (i) the Company shall have honored in accordance with the
terms of this Unit Warrant any Exercise Notice delivered by 6:30 p.m. (New York
City time) on the Call Date and (ii) the Registration Statement shall be
effective as to all Underlying Shares and the prospectus thereunder available
for use by the Holder for the resale all such Underlying Shares.


 


12.                                 Fractional Shares.  The Company shall not be required to issue
or cause to be issued fractional Additional Shares.  If any fraction of an Additional Share would, except for the
provisions of this Section, be issuable upon exercise of this Unit Warrant, the
number of Additional Shares to be issued will be rounded up to the nearest
whole share.


 


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 prior to 6:30
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 6:30 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 address for such notices or
communications shall be as set forth in the Purchase Agreement.


 


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


 


15.                                 No Rights as
Stockholder until Exercise.  Subject
to Section 9 of this Unit Warrant and the provisions of any other
Transaction Documents, prior to the exercise of this Unit Warrant as provided
herein, the Holder shall not be entitled to vote or receive dividends or be
deemed the holder of Additional Shares or Additional Warrants or any other
securities of the Company that may at any time be issuable on the exercise
hereof for any purpose, nor shall


 


6

















 


anything contained herein be construed to confer upon the Holder, as
such, any of the rights of a stockholder of the Company or any right to vote
for the election of directors or upon any matter submitted to the stockholders
at any meeting thereof, or to give or withhold consent to any corporate action
or to receive notice of meetings, or to receive dividend or subscription
rights.


 


16.                                 Miscellaneous.


 


(a)                                  Subject to the
restrictions on transfer set forth on the first page hereof and in the Purchase
Agreement, this Unit Warrant may be assigned by the Holder.  This Unit Warrant may not be assigned by the
Company.  This Unit 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 Unit 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 Unit Warrant.  This Unit Warrant may be amended only in writing signed by the
Company and the Holder and their successors and assigns.


 


(b)                                 The Company will not,
by amendment of its governing documents or through any reorganization, transfer
of assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms of this Unit Warrant, but will at all times in
good faith assist in the carrying out of all such terms and in the taking of
all such action as may be necessary or appropriate in order to protect the
rights of the Holder against impairment. 
Without limiting the generality of the foregoing, the Company (i) will
not increase the par value of any Additional Shares or Additional Warrants
above the amount payable therefor on such exercise, (ii) will take all such
action as may be reasonably necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable Additional Units on
the exercise of this Unit Warrant, and (iii) will not close its shareholder
books or records in any manner which interferes with the timely exercise of
this Unit Warrant.


 


(c)                                  GOVERNING LAW;
VENUE; WAIVER OF JURY TRIAL.  ALL
QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION
OF THIS UNIT WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE
JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK,
BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED
HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION
DOCUMENTS), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY
SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE
JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS
IMPROPER.  EACH PARTY HEREBY IRREVOCABLY
WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY
SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR
CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY
AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS UNIT WARRANT AND AGREES
THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND
NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY
ANY RIGHT TO SERVE


 


7

















 


PROCESS IN ANY MANNER PERMITTED BY LAW.  THE COMPANY HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.


 


(d)                                 The headings herein
are for convenience only, do not constitute a part of this Unit Warrant and
shall not be deemed to limit or affect any of the provisions hereof.


 


(e)                                  In case any one or
more of the provisions of this Unit Warrant shall be invalid or unenforceable
in any respect, the validity and enforceability of the remaining terms and
provisions of this Unit 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 Unit
Warrant.


 


[REMAINDER OF
PAGE INTENTIONALLY LEFT BLANK,

SIGNATURE PAGE FOLLOWS]


 


8

















 


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


 


	
   

  	
  ARENA PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


9

















 


FORM OF EXERCISE NOTICE


 


[To be executed by the Holder to exercise the
right to purchase Additional Units under the foregoing Unit Warrant]


 


To:  Arena Pharmaceuticals, Inc.


 


The undersigned is the Holder of Unit Warrant
No.           (the “Unit Warrant”) issued by Arena
Pharmaceuticals, Inc., a Delaware corporation (the “Company”).  Capitalized terms used herein and not
otherwise defined have the respective meanings set forth in the Unit Warrant.


 


1.                                       The
Unit Warrant is currently exercisable to purchase a total of
               
Additional Units entitling the Holder to
               
Additional Shares and Additional Warrants exercisable to purchase a total of
               
Additional Warrant Shares.


 


2.                                       The
undersigned Holder hereby exercises its right to purchase
                    
Additional Units pursuant to the Unit Warrant.


 


3.                                       The
Holder shall pay the sum of
$               
to the Company in accordance with the terms of the Unit Warrant.


 


4.                                       Pursuant
to this exercise, the Company shall deliver to the Holder
               Additional
Shares and Additional Warrants exercisable to purchase a total of
               
Additional Warrant Shares in accordance with the terms of the Unit Warrant.


 


5.                                       Following
this exercise, the Unit Warrant shall be exercisable to purchase a total of
                    
Additional Units.


 


	
  Dated:               ,       

  	
  Name of Holder:

  
	
   

  	
   

  
	
   

  	
  (Print)

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Signature must conform in all respects to name of holder as
  specified on the face of the Unit Warrant)