EX-4.1






NEITHER THESE SECURITIES NOR THE SECURITIES INTO 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 APPLICABLE STATE SECURITIES LAWS 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.



CLEARANT, INC.




WARRANT




	 	 	 
	Warrant No. [     ]

	 	Original Issue Date: [     ], 2005






CLEARANT, INC., a Delaware corporation (the “Company”), hereby certifies that, for value
received, [     ] or its permitted registered assigns (the “Holder”), is entitled to
purchase from the Company up to a total of [     ] shares of common stock, $0.0001 par value (the
“Common Stock”), of the Company (each such share, a “Warrant Share” and all such
shares, the “Warrant Shares”) at an exercise price equal to $4.96 per share (as adjusted
from time to time as provided herein, the “Exercise Price”), at any time and from time to
time from and after the Original Issue Date and through and including the fifth anniversary of the
Closing Date (the “Expiration Date”), and subject to the following terms and conditions:



This Warrant is one of a series of warrants issued pursuant to that certain Securities
Purchase Agreement, dated November 7, 2005, by and among the Company and the Purchasers identified
therein (the “Purchase Agreement”), incorporated herein by reference. All such warrants
are referred to herein, collectively, as the “Warrants.”



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



2. List of Warrant Holders. The Company shall register this Warrant upon records to be
maintained by the Company for that purpose (the “Warrant Register”), in the name of the
record Holder (which shall include the initial Holder or, as the case may be, any registered
assignee to which this Warrant is permissibly assigned hereunder from time to time). The Company
may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the
purpose of any exercise hereof or any distribution to the Holder, and for all other purposes,
absent actual notice to the contrary.



3. List of Transfers.



(a) In addition to the restrictions noted in the legend set forth on the first page of this
Warrant, this Warrant and the Warrant Shares are subject to the restrictions on transfer set forth
in the Purchase Agreement.



(b) The Company shall register any such transfer of all or any portion of this Warrant in the
Warrant Register, upon (i) surrender of this Warrant, with the Form of Assignment attached hereto
duly completed and signed, to the Company at its address specified herein and (ii) if the
Registration Statement is not effective, (x) delivery of an opinion of counsel reasonably
satisfactory to the Company, to the effect that the transfer of such portion of this Warrant may be
made pursuant to an available exemption from the registration requirements of the Securities Act
and all applicable state securities or blue sky laws and (y) delivery by the transferee of a
written statement to the Company certifying that the transferee is an “accredited investor” as
defined in Rule 501(a) under the Securities Act and making the representations and certifications
set forth in Section 3.2(b), (c) and (d) of the Purchase Agreement, to the Company at its address
specified in the Purchase Agreement. Upon any such registration or transfer, a new Warrant to
purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New
Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the
transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred,
if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the
transferee thereof shall be deemed the acceptance by such transferee of all of the rights and
obligations in respect of the New Warrant that the Holder has in respect of this Warrant.



4. Exercise and Duration of Warrants.



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



(b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice,
in the form attached hereto (the “Exercise Notice”), completed and duly signed, and (ii)
payment of the Exercise Price for the number of Warrant Shares as to which this 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 delivery by (or on behalf of) the
Holder of the Exercise Notice and the applicable Exercise Price as provided above shall constitute
the Holder’s certification to the Company that its representations contained in Section 3.2(b), (c)
and (d) of the Purchase Agreement are true and correct as of the Exercise Date as if remade in
their entirety (or, in the case of any transferee Holder that is not a party to the Purchase
Agreement, such transferee Holder’s certification to the Company that such representations are true
and correct as to such assignee Holder as of the Exercise Date). The Holder shall not be required
to deliver the original 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 Warrant and
issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares.



5. Delivery of Warrant Shares.



(a) Upon exercise of this Warrant, the Company shall promptly (but in no event later than
three Trading Days after the Exercise Date) issue or cause to be issued and cause to be delivered
to or upon the written order of the Holder and in such name or names as the Holder may designate
(provided that, if the Registration Statement is not effective and the Holder directs the Company
to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an
Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel
reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in
such other name may be made pursuant to an available exemption from the registration requirements
of the Securities Act and all applicable state securities or blue sky laws), a certificate for the
Warrant Shares issuable upon such exercise, free of restrictive legends unless a registration
statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder
thereunder is not then effective or the Warrant Shares are not freely transferable without volume
restrictions pursuant to Rule 144(k) under the Securities Act. The Holder, or any Person
permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become
the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares can be
issued without restrictive legends, the Company shall, upon the written request of the Holder, use
its best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically
through the Depository Trust and Clearing Corporation or another established clearing corporation
performing similar functions, if available; provided, that, the Company will not be required to
change its transfer agent.



(b) If by the close of the third Trading Day after delivery of an Exercise Notice, the Company
fails to deliver to the Holder a certificate representing the required number of Warrant Shares in
the manner required pursuant to Section 5(a), and if after such third Trading Day and prior to the
receipt of such Warrant Shares, the Holder purchases (in an open market transaction or otherwise)
shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares
which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company
shall, within three Trading Days after the Holder’s request and in the Holder’s sole discretion,
either (1) pay in cash to the Holder an amount equal to the Holder’s total purchase price
(including brokerage commissions, if any) for the shares of Common Stock so purchased (the
“Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and
to issue such Warrant Shares) shall terminate or (ii) promptly honor its obligation to deliver to
the Holder a certificate or certificates representing such Warrant Shares and pay cash to the
Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such
number of Warrant Shares, times (B) the closing bid price on the date of the event giving rise to
the Company’s obligation to deliver such certificate.



(d) To the extent permitted by law, the Company’s obligations to issue and deliver Warrant
Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any
action or inaction by the Holder to enforce the same, any waiver or consent with respect to any
provision hereof, the recovery of any judgment against any Person or any action to enforce the
same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged
breach by the Holder or any other Person of any obligation to the Company or any violation or
alleged violation of law by the Holder or any other Person, and irrespective of any other
circumstance which might otherwise limit such obligation of the Company to the Holder in connection
with the issuance of Warrant Shares. 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 certificates representing shares of Common Stock upon exercise of the Warrant as
required pursuant to the terms hereof.



6. Charges, Taxes and Expenses. Issuance and delivery of certificates for shares of Common
Stock upon exercise of this Warrant shall be made without charge to the Holder for any issue or
transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in respect of
the issuance of such certificates, all of which taxes and expenses shall be paid by the Company;
provided, however, that the Company shall not be required to pay any tax which may be payable in
respect of any transfer involved in the registration of any certificates for Warrant Shares or
Warrants in a name other than that of the Holder. The Holder shall be responsible for all other tax
liability that may arise as a result of holding or transferring this Warrant or receiving Warrant
Shares upon exercise hereof.



7. Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the
Company shall issue or cause to be issued in exchange and substitution for and upon cancellation
hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of
evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary
and reasonable indemnity (which shall not include a surety bond), if requested. Applicants for a
New Warrant under such circumstances shall also comply with such other reasonable regulations and
procedures and pay such other reasonable third-party costs as the Company may prescribe. If a New
Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver
such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue
the New Warrant.



8. Reservation of Warrant Shares. The Company covenants that it will at all times reserve
and keep available out of the aggregate of its authorized but unissued and otherwise unreserved
Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this
Warrant as herein provided, the number of Warrant Shares which are then issuable and deliverable
upon the exercise of this entire Warrant, free from preemptive rights or any other contingent
purchase rights of persons other than the Holder (taking into account the adjustments and
restrictions of Section 9). The Company covenants that all Warrant Shares so issuable and
deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance
with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable.



9. Certain Adjustments. The Exercise Price and number of Warrant Shares issuable upon
exercise of this Warrant are subject to adjustment from time to time as set forth in this
Section 9.



(a) Stock Dividends and Splits. If the Company, at any time while this Warrant is
outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any
class of capital stock that is payable in shares of Common Stock, (ii) subdivides outstanding
shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of
Common Stock into a smaller number of shares, then in each such case the Exercise Price shall be
multiplied by a fraction of which the numerator shall be the number of shares of Common Stock
outstanding immediately before such event and of which the denominator shall be the number of
shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to
clause (i) of this paragraph shall become effective immediately after the record date for the
determination of stockholders entitled to receive such dividend or distribution, and any adjustment
pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the
effective date of such subdivision or combination.



(b) Pro Rata Distributions. If the Company, at any time while this Warrant is
outstanding, distributes to all holders of Common Stock (i) evidences of its indebtedness, (ii) any
security (other than a distribution of Common Stock covered by the preceding paragraph), (iii)
rights or warrants to subscribe for or purchase any security, or (iv) any other asset (in each
case, “Distributed Property”), then, upon any exercise of this Warrant that occurs after
the record date fixed for determination of stockholders entitled to receive such distribution, the
Holder shall be entitled to receive, in addition to the Warrant Shares otherwise issuable upon such
exercise (if applicable), the Distributed Property that such Holder would have been entitled to
receive in respect of such number of Warrant Shares had the Holder been the record holder of such
Warrant Shares immediately prior to such record date.



(c) Fundamental Transactions. If, at any time while this Warrant is outstanding (i)
the Company effects any merger or consolidation of the Company with or into another Person, in
which the Company is not the survivor, (ii) the Company effects any sale of all or substantially
all of its assets in one or a series of related transactions, (iii) any tender offer or exchange
offer (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
(iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange
pursuant to which the Common Stock is effectively converted into or exchanged for other securities,
cash or property (each, a “Fundamental Transaction”), then the Holder shall have the right
thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash
or property as it would have been entitled to receive upon the occurrence of such Fundamental
Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the
number of Warrant Shares then issuable upon exercise in full of this Warrant (the “Alternate
Consideration”). The Company shall not effect any such Fundamental Transaction unless prior to
or simultaneously with the consummation thereof, any successor to the Company, surviving entity or
the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or
entity shall assume the obligation to deliver to the Holder, such Alternate Consideration as, in
accordance with the foregoing provisions, the Holder may be entitled to purchase, and the other
obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to
subsequent transactions analogous to a Fundamental Transaction.



(d) Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price
pursuant to paragraph (a) of this Section 9, the number of Warrant Shares that may be
purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that
after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of
Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to
such adjustment.



(e) Subsequent Equity Sales.



(i) Except as provided in subsection (e)(iii) hereof, if and whenever the Company shall
issue or sell, or is, in accordance with any of subsections (e)(ii)(l) through (e)(ii)(4) hereof,
deemed to have issued or sold, any shares of Common Stock for no consideration or for a
consideration per share less than the Exercise Price in effect immediately prior to the time of
such issue or sale, then and in each such case (a “Trigger Issuance”) the then-existing
Exercise Price, shall be reduced, as of the close of business on the effective date of the Trigger
Issuance, to a price determined as follows:



Adjusted Exercise Price = (A x B) + D



A+C



where



“A” equals the number of shares of Common Stock outstanding, including Additional Shares of
Common Stock (as defined below) deemed to be issued hereunder, immediately preceding such Trigger
Issuance;



“B” equals the Exercise Price in effect immediately preceding such Trigger Issuance;



“C” equals the number of Additional Shares of Common Stock issued or deemed issued hereunder
as a result of the Trigger Issuance; and



“D” equals the aggregate consideration, if any, received or deemed to be received by the
Company upon such Trigger Issuance;



provided, however, that in no event shall the Exercise Price after giving effect to such Trigger
Issuance be greater than the original Exercise Price.



For purposes of this subsection (e), “Additional Shares of Common Stock” shall mean all shares
of Common Stock issued by the Company or deemed to be issued pursuant to this subsection (e), other
than Excluded Issuances (as defined in subsection (e)(iii) hereof).



(ii) For purposes of this subsection 9(e), the following subsections (e)(ii)(l) to
(e)(ii)(4) shall also be applicable:



(1) Issuance of Rights or Options. In case at any time the Company shall in any
manner grant (directly and not by assumption in a merger or otherwise) any warrants or other rights
to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or
security convertible into or exchangeable for Common Stock (such warrants, rights or options being
called “Options” and such convertible or exchangeable stock or securities being called
“Convertible Securities”) whether or not such Options or the right to convert or exchange
any such Convertible Securities are immediately exercisable, and the price per share for which
Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of
such Convertible Securities (determined by dividing (i) the sum (which sum shall constitute the
applicable consideration) of (x) the total amount, if any, received or receivable by the Company as
consideration for the granting of such Options, plus (y) the aggregate amount of additional
consideration payable to the Company upon the exercise of all such Options, plus (z), in the case
of such Options which relate to Convertible Securities, the aggregate amount of additional
consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the
conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable
upon the exercise of such Options or upon the conversion or exchange of all such Convertible
Securities issuable upon the exercise of such Options) shall be less than the Exercise Price in
effect immediately prior to the time of the granting of such Options, then the total number of
shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of
the total amount of such Convertible Securities issuable upon the exercise of such Options shall be
deemed to have been issued for such price per share as of the date of granting of such Options or
the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding for
purposes of adjusting the Exercise Price. Except as otherwise provided in subsection 9(e)(ii)(3),
no adjustment of the Exercise Price shall be made upon the actual issue of such Common Stock or of
such Convertible Securities upon exercise of such Options or upon the actual issue of such Common
Stock upon conversion or exchange of such Convertible Securities.



(2) Issuance of Convertible Securities. In case the Company shall in any manner
issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities,
whether or not the rights to exchange or convert any such Convertible Securities are immediately
exercisable, and the price per share for which Common Stock is issuable upon such conversion or
exchange (determined by dividing (i) the sum (which sum shall constitute the applicable
consideration) of (x) the total amount received or receivable by the Company as consideration for
the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional
consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the
total number of shares of Common Stock issuable upon the conversion or exchange of all such
Convertible Securities) shall be less than the Exercise Price in effect immediately prior to the
time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon
conversion or exchange of all such Convertible Securities shall be deemed to have been issued for
such price per share as of the date of the issue or sale of such Convertible Securities and
thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price, provided
that (a) except as otherwise provided in subsection 9(e)(ii)(3), no adjustment of the Exercise
Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of
such Convertible Securities and (b) no further adjustment of the Exercise Price shall be made by
reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any
such Convertible Securities for which adjustments of the Exercise Price have been made pursuant to
the other provisions of subsection 9(e).



(3) Change in Option Price or Conversion Rate. Upon the happening of any of the
following events, namely, if the purchase price provided for in any Option referred to in
subsection 9(e)(ii)(l) hereof, the additional consideration, if any, payable upon the conversion or
exchange of any Convertible Securities referred to in subsections 9(e)(ii)(l) or 9(e)(ii)(2), or
the rate at which Convertible Securities referred to in subsections 9(e)(ii)(l) or 9(e)(ii)(2) are
convertible into or exchangeable for Common Stock shall change at any time (including, but not
limited to, changes under or by reason of provisions designed to protect against dilution), the
Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise
Price which would have been in effect at such time had such Options or Convertible Securities still
outstanding provided for such changed purchase price, additional consideration or conversion rate,
as the case may be, at the time initially granted, issued or sold. On the termination of any Option
for which any adjustment was made pursuant to this subsection 9(e) or any right to convert or
exchange Convertible Securities for which any adjustment was made pursuant to this subsection 9(ed)
(including without limitation upon the redemption or purchase for consideration of such Convertible
Securities by the Company), the Exercise Price then in effect hereunder shall forthwith be changed
to the Exercise Price which would have been in effect at the time of such termination had such
Option or Convertible Securities, to the extent outstanding immediately prior to such termination,
never been issued.



(4) Consideration for Stock. In case any shares of Common Stock, Options or
Convertible Securities shall be issued or sold for cash, the consideration received therefor shall
be deemed to be the gross amount received by the Company therefor. In case any shares of Common
Stock, Options or Convertible Securities shall be issued or sold for a consideration other than
cash, the amount of the consideration other than cash received by the Company shall be deemed to be
the fair value of such consideration as determined in good faith by the Board of Directors of the
Company. In case any Options shall be issued in connection with the issue and sale of other
securities of the Company, together comprising one integral transaction in which no specific
consideration is allocated to such Options by the parties thereto, such Options shall be deemed to
have been issued for such consideration as determined in good faith by the Board of Directors of
the Company. If Common Stock, Options or Convertible Securities shall be issued or sold by the
Company and, in connection therewith, other Options or Convertible Securities (the “Additional
Rights”) are issued, then the consideration received or deemed to be received by the Company
shall be reduced by the fair market value of the Additional Rights (as determined using the
Black-Scholes option pricing model or another method mutually agreed to by the Company and the
Holder). The Board of Directors of the Company shall respond promptly, in writing, to an inquiry by
the Holders as to the fair market value of the Additional Rights. In the event that the Board of
Directors of the Company and the Holder are unable to agree upon the fair market value of the
Additional Rights, the Company and the Holder shall jointly select an appraiser, who is experienced
in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such
appraiser shall be borne evenly by the Company and the Holder.



(iii) Notwithstanding the foregoing, no adjustment will be made under this paragraph (e) in
respect of: (i) the issuance of securities upon the exercise or conversion of any Common Stock or
Common Stock Equivalents issued by the Company prior to the date hereof, (ii) the grant of options,
warrants or other Common Stock Equivalents under any duly authorized Company stock option,
restricted stock plan or stock purchase plan whether now existing or hereafter approved by the
Company and its stockholders in the future and the issuance of Common Stock in respect thereof,
(iii) the issuance of securities in connection with a Strategic Transaction, (iv) the issuance of
securities to vendors, or (v) the issuance of securities in a transaction described in Section 9(a)
or 9(b). For purposes of this paragraph, a “Strategic Transaction” means a transaction or
relationship in which (1) the Company issues shares of Common Stock to a Person which the Board of
Directors of the Company determined in good faith is, itself or through its Subsidiaries, an
operating company in a business synergistic with the business of the Company (or a shareholder
thereof) and (2) the Company expects to receive benefits in addition to the investment of funds,
but shall not include (x) a transaction in which the Company is issuing securities primarily for
the purpose of raising capital or to a Person whose primary business is investing in securities or
(y) issuances to lenders.



(f) Calculations. All calculations under this Section 9 shall be made to the
nearest cent or the nearest 1/100th of a share, as applicable. The number of shares of
Common Stock outstanding at any given time shall not include shares owned or held by or for the
account of the Company, and the disposition of any such shares shall be considered an issue or sale
of Common Stock.



(g) Notice of Adjustments. Upon the occurrence of each adjustment pursuant to this
Section 9, the Company at its expense will, at the written request of the Holder, promptly
compute such adjustment in accordance with the terms of this Warrant and prepare a certificate
setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted
number or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as
applicable), describing the transactions giving rise to such adjustments and showing in detail the
facts upon which such adjustment is based. Upon written request, the Company will promptly deliver
a copy of each such certificate to the Holder and to the Company’s Transfer Agent.



(h) Notice of Corporate Events. If, while this Warrant is outstanding, the Company (i)
declares a dividend or any other distribution of cash, securities or other property in respect of
its Common Stock, (ii) authorizes or approves, enters into any agreement contemplating or solicits
stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution,
liquidation or winding up of the affairs of the Company, then, except if such notice and the
contents thereof shall be deemed to constitute material non-public information, the Company shall
deliver to the Holder a notice describing the material terms and conditions of such transaction at
least 10 Trading Days prior to the applicable record or effective date with respect to such
transaction, and the Company will take all reasonable steps to give Holder the practical
opportunity to exercise this Warrant prior to such time; provided, however, that the failure to
deliver such notice or any defect therein shall not affect the validity of the corporate action
required to be described in such notice.



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



(a) Cash Exercise. The Holder may deliver immediately available funds; or



(b) Cashless Exercise. If an Exercise Notice is delivered at a time when a
registration statement permitting the Holder to resell the Warrant Shares is required to be
effective and is not then effective, then the Holder may notify the Company in an Exercise Notice
of its election to utilize cashless exercise, in which event the Company shall issue to the Holder
the number of Warrant Shares determined as follows:




X = Y (A-B)/A



where:




X = the number of Warrant Shares to be issued to the Holder.




Y = the number of Warrant Shares with respect to which this Warrant is being
exercised.




A = the average of the Closing Prices for the five Trading Days immediately prior
to (but not including) the Exercise Date.




B = the Exercise Price.



11. Limitations on Exercise. Notwithstanding anything to the contrary contained herein, the
number of Warrant Shares that may be acquired by the Holder upon any exercise of this Warrant (or
otherwise in respect hereof) shall be limited to the extent necessary to 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% (the “Maximum Percentage”) of the total number of issued and outstanding
shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such
exercise). For such purposes, beneficial ownership shall be determined in accordance with Section
13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of an
Exercise Notice hereunder will constitute a representation by the Holder that it has evaluated the
limitation set forth in this Section and determined that issuance of the full number of Warrant
Shares requested in such Exercise Notice is permitted under this Section. The Company’s obligation
to issue shares of Common Stock in excess of the limitation referred to in this Section shall be
suspended (and, except as provided below, shall not terminate or expire notwithstanding any
contrary provisions hereof) until such time, if any, as such shares of Common Stock may be issued
in compliance with such limitation; provided, that, if, as of 5:00 p.m., Pacific time, on the
Expiration Date, the Company has not received written notice that the shares of Common Stock may be
issued in compliance with such limitation, the Company’s obligation to issue such shares shall
terminate. This provision shall not restrict the number of shares of Common Stock which a Holder
may receive or beneficially own in order to determine the amount of securities or other
consideration that such Holder may receive in the event of a Fundamental Transaction as
contemplated in Section 9 of this Warrant. This restriction may be waived upon 61 days written
notice to the Company.



12. No Fractional Shares. No fractional Warrant Shares will be issued in connection with
any exercise of this Warrant. In lieu of any fractional shares which would, otherwise be issuable,
the number of Warrant Shares to be issued will be rounded 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 5:00 p.m.
(Pacific time) on a Trading Day, (ii) the next Trading Day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number specified in this
Section on a day that is not a Trading Day or later than 5:00 p.m. (Pacific time) on any Trading
Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized
overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required
to be given. The addresses for such notices or communications shall be: if to the Company, to
Clearant, Inc., 11111 Santa Monica Boulevard, Suite 650, Los Angeles, California 90025, Attn: Chief
Financial Officer or to facsimile number (310) 479-2959 (or such other address as the Company shall
indicate in writing in accordance with this Section) or (ii) if to the Holder, to the address or
facsimile number appearing on the Warrant Register (or such other address as the Company shall
indicate in writing in accordance with this Section).



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



15. Miscellaneous.



(a) This Warrant shall be binding on and inure to the benefit of the parties hereto and their
respective successors and assigns. Subject to the preceding sentence, nothing in this Warrant shall
be construed to give to any Person other than the Company and the Holder any legal or equitable
right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing
signed by the Company and the Holder, or their successors and assigns.



(b) All questions concerning the construction, validity, enforcement and interpretation of
this Warrant shall be governed by and construed and enforced in accordance with the internal laws
of the State of California, without regard to the principles of conflicts of law thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any manner
permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by
applicable law, any and all right to trial by jury in any legal proceeding arising out of or
relating to this Warrant or the transactions contemplated hereby. If either party shall commence a
Proceeding to enforce any provisions of this Warrant, then the prevailing party in such Proceeding
shall be reimbursed by the other party for its attorney’s fees and other costs and expenses
incurred with the investigation, preparation and prosecution of such Proceeding.



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



(d) In case any one or more of the provisions of this Warrant shall be invalid or
unenforceable in any respect, the validity and enforceability of the remaining terms and provisions
of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt
in good faith to agree upon a valid and enforceable provision which shall be a commercially
reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision
in this Warrant.



(e) Prior to exercise of this Warrant, the Holder hereof shall not, by reason of by being a
Holder, be entitled to any rights of a stockholder with respect to the Warrant Shares.



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





   CLEARANT, INC.



	 
	By: ________________________
Name:

	Title:







1




EXERCISE NOTICE




Ladies and Gentlemen:



The undersigned hereby elects to exercise the warrant issued to it by Clearant, Inc. (the
“Company”) and dated      , 2005 Warrant No. W-     (the “Warrant”) and to purchase thereunder
     shares of the Company’s common stock (the “Shares”) at a purchase price of      
Dollars ($     ) per share or an aggregate purchase price of      Dollars ($     )
(the “Purchase Price”).



The undersigned hereby elects to utilize cashless exercise option and convert      percent
(     %) of the value of the Warrant pursuant to the provisions of Section 10(b) of the Warrant.



or




Pursuant to the terms of the Warrant the undersigned has delivered, if applicable, the Purchase
Price herewith in full in cash or by certified check or wire transfer.



By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company
that (a) the representations and warranties made by the Purchaser in Section 3(c) of the Purchase
Agreement are true as if made by the undersigned on the date hereof, and (b) 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 11 of this Warrant to which this notice relates.



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



	 	 	 	 	 
	Dated: ,	 	 
	 	 	(Print )
	   By:________________________________

	   Name:

	   Title:







FORM OF ASSIGNMENT




[To be completed and signed only upon transfer of Warrant]




FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto 
 the right represented by the within Warrant to purchase  
shares of Common Stock to which the within Warrant relates and appoints 
 attorney to transfer said right on the books of the Company with full power of
substitution in the premises.



	 	 	 	 	 
	Dated: ,
	 	 	 	 
	 
	 	 	 	 
	   (Signature must conform in all respects to name

	   of holder as specified on the face of the

	   Warrant)

	   Address of Transferee







	 
	 

	In the presence of:

	 








2