Exhibit 4.5


 


Form of Warrant Issued Pursuant to the


Common Stock and Warrant Purchase Agreement


dated November 30, 2005 


 





















 


EXHIBIT C


 


[EXHIBIT A to the Purchase Agreement]


 


FORM OF WARRANT


 


THIS WARRANT (“WARRANT”)
AND THE WARRANT SHARES (AS DEFINED BELOW) HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AND HAVE BEEN (OR WILL BE, IN THE CASE OF THE WARRANT
SHARES) ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH,
THE SALE OR DISTRIBUTION THEREOF.  NO
SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY
TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT
OF 1933.


 


No.                     


 


THIS WARRANT SHALL
BE VOID AFTER 5:00 P.M. EASTERN TIME ON SEPTEMBER 30, 2010
(THE “EXPIRATION
DATE”).


 


LPATH THERAPEUTICS INC.


 


WARRANT TO PURCHASE               
SHARES OF


COMMON STOCK, PAR VALUE $0.001 PER SHARE


 


For VALUE RECEIVED,                                         
(“Warrantholder”),
is entitled to purchase, subject to the provisions of this Warrant, from Lpath
Therapeutics Inc., a Delaware corporation (the “Company”), at any time not later than
5:00 P.M., Eastern time, on the Expiration Date (as defined above), at an
exercise price per share equal to $1.50 (the exercise price in effect being
herein called the “Warrant
Price”),                       
shares (“Warrant Shares”)
of the Company’s Common Stock, par value $0.001 per share (“Common Stock”).  The number of Warrant Shares purchasable upon
exercise of this Warrant and the Warrant Price shall be subject to adjustment
from time to time as described herein. 
This Warrant is being issued pursuant to that certain Common Stock and
Purchase Agreement, dated as of                 ,
2005, by and between the Warrantholder and the Company (the “Purchase Agreement”).


 


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


 


Section 2.               Transfers.  As provided herein, this Warrant may be
transferred only pursuant to a registration statement filed under the
Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such
registration.  Subject to such
restrictions, the Company shall transfer this Warrant from time to time upon
the books to be maintained by the


 


2





















 


Company for that purpose, upon surrender thereof for transfer properly
endorsed or accompanied by appropriate instructions for transfer and such other
documents as may be reasonably required by the Company, including, if required
by the Company, an opinion of its counsel to the effect that such transfer is
exempt from the registration requirements of the Securities Act, to establish
that such transfer is being made in accordance with the terms hereof, and a new
Warrant shall be issued to the transferee and the surrendered Warrant shall be
canceled by the Company.


 


3





















 


Section 3.               Exercise of Warrant.  Subject and pursuant to the provisions
hereof, including Section 3(b) below, the exercise of Warrant(s) by
Warrantholder shall be subject to the terms set forth hereinafter.


 


(a)           The Warrantholder
may exercise this Warrant in whole or in part at any time prior to its
expiration upon surrender of the Warrant, together with delivery of the duly
executed Warrant exercise form attached hereto as Appendix A (the “Exercise Agreement”)
and payment by cash, certified check or wire transfer of funds in United States
Dollars for the aggregate Warrant Price for that number of Warrant Shares then
being purchased, to the Company during normal business hours on any business
day at the Company’s principal executive offices (or such other office or
agency of the Company as it may designate by notice to the Warrantholder).  The Warrant Shares so purchased shall be
deemed to be issued to the Warrantholder or the Warrantholder’s designee, as
the record owner of such shares, as of the close of business on the date on
which all of the following has occurred: 
(i) this Warrant shall have been surrendered (or evidence of loss,
theft or destruction thereof and security or indemnity satisfactory to the
Company), (ii) the Warrant Price shall have been paid and (iii) the
completed Exercise Agreement shall have been delivered.  Certificates for the Warrant Shares so
purchased, representing the aggregate number of shares specified in the
Exercise Agreement, shall be delivered to the Warrantholder within a reasonable
time, not exceeding five (5) business days, after this Warrant shall have
been so exercised.  The certificates so
delivered shall be in such denominations as may be requested by the
Warrantholder and shall be registered in the name of the Warrantholder or such
other name as shall be designated by the Warrantholder.  If this Warrant shall have been exercised only
in part, then, unless this Warrant has expired, the Company shall, at its
expense, at the time of delivery of certificates representing the Warrant
Shares purchased upon such exercise, deliver to the Warrantholder a new Warrant
representing the number of shares with respect to which this Warrant shall not
then have been exercised.  As used
herein, “business day” means a day, other than a Saturday or Sunday, on which
banks in New York City are open for the general transaction of business.  Each exercise hereof shall constitute the
re-affirmation by the Warrantholder that the representations and warranties
contained in Section 2.2 of the Purchase Agreement are true and correct in
all material respects with respect to the Warrantholder as of the time of such
exercise.


 


(b)           If at any time after
one year from the date of issuance of this Warrant there is no effective
Registration Statement registering the resale of the Warrant Shares by the
Warrantholder at a time when such Registration Statement is otherwise required
to be effective pursuant to the Registration Rights Agreement (and subject to
any suspension or blackout periods provided for therein), this Warrant may also
be exercised during such time by means of a “cashless exercise” in which the
Holder shall be entitled to receive a certificate for the number of Warrant
Shares equal to the quotient obtained by dividing [(A-B)(X)] by (A), where:


 


(A)        = the Closing Price (as hereinafter defined) on
the Trading Day immediately preceding the date of such election;


 


(B)          = the Warrant Price of the Warrants, as
adjusted; and


 


(X) = the number of Warrant Shares issuable upon exercise of the
Warrants in accordance with the terms of this Warrant.


 


4





















 


Notwithstanding the foregoing, no
Warrantholder shall be permitted to use the “cashless exercise” during an
Allowed Delay (as such term is defined in paragraph 2(c) of the
Registration Rights Agreement) that occurs during the period commencing on February 14
and ending on March 1 of each calendar and that relates to the updating of
the Registration Statement. 
If such Allowed Delay continues after March 1 of such calendar
year, then the Warrantholder may use the cashless exercise until such time as
the Registration Statement has become effective again.


 


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


 


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


 


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


 


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


 


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


 


(a)           If the Company
shall, at any time or from time to time while this Warrant is outstanding, pay
a dividend or make a distribution on its Common Stock in shares of Common
Stock, subdivide its outstanding shares of Common Stock into a greater number
of shares or


 


5





















 


combine its outstanding shares of Common Stock into a smaller number of
shares or issue by reclassification of its outstanding shares of Common Stock
any shares of its capital stock (including any such reclassification in
connection with a consolidation or merger in which the Company is the
continuing corporation), then the number of Warrant Shares purchasable upon
exercise of the Warrant and the Warrant Price in effect immediately prior to
the date upon which such change shall become effective, shall be adjusted by
the Company so that the Warrantholder thereafter exercising the Warrant shall
be entitled to receive the number of shares of Common Stock or other capital
stock which the Warrantholder would have received if the Warrant had been
exercised immediately prior to such event upon payment of a Warrant Price that
has been adjusted to equal the product of (A) the Warrant Price in effect
immediately prior to such adjustment multiplied by (B) a fraction,
the numerator of which is equal to the number of Warrant Shares purchasable
pursuant hereto immediately prior to such adjustment and the denominator of
which is the number of Warrant Shares or other securities of the Company
resulting from such adjustment.  An
adjustment made pursuant to this paragraph shall become effective immediately
after the effective date of such event.


 


(b)           Except in the event
of the NCI Merger, as defined below, if any capital reorganization,
reclassification of the capital stock of the Company, consolidation or merger
of the Company with another corporation in which the Company is not the
survivor, or sale, transfer or other disposition of all or substantially all of
the Company’s assets to another corporation shall be effected, then, as a
condition of such reorganization, reclassification, consolidation, merger,
sale, transfer or other disposition, lawful and adequate provision shall be
made whereby each Warrantholder shall thereafter have the right to purchase and
receive upon the basis and upon the terms and conditions herein specified and
in lieu of the Warrant Shares immediately theretofore issuable upon exercise of
the Warrant, such shares of stock, securities or assets as would have been
issuable or payable with respect to or in exchange for a number of Warrant
Shares equal to the number of Warrant Shares immediately theretofore issuable
upon exercise of this Warrant had such reorganization, reclassification,
consolidation, merger, sale, transfer or other disposition not taken place, and
in any such case appropriate provision shall be made with respect to the rights
and interests of each Warrantholder to the end that the provisions hereof
(including, without limitation, provision for adjustment of the Warrant Price)
shall thereafter be applicable, as nearly equivalent as may be practicable in
relation to any shares of stock, securities or assets thereafter deliverable
upon the exercise hereof.  The Company
shall not effect any such consolidation, merger, sale, transfer or other
disposition unless prior to or simultaneously with the consummation thereof the
successor corporation (if other than the Company) resulting from such
consolidation or merger, or the corporation purchasing or otherwise acquiring
such assets or other appropriate corporation or entity shall assume the
obligation to deliver to the Warrantholder, at the last address of the
Warrantholder appearing on the books of the Company, such shares of stock,
securities or assets as, in accordance with the foregoing provisions, the
Warrantholder may be entitled to purchase, and the other obligations under this
Warrant.  The provisions of this
paragraph (b) shall similarly apply to successive reorganizations,
reclassifications, consolidations, mergers, sales, transfers or other
dispositions.  Notwithstanding the
foregoing, upon the closing of the merger (the “NCI Merger”) pursuant to that certain
Agreement and Plan of Reorganization, dated as of July       ,
2005, by and among Neighborhood Connections, Inc. (“NCI”), [Neighborhood
Connections Acquisition Corporation] (the “Merger Sub”), Ruth Selmon and the Company in
which the Company will merge into Merger Sub in exchange for shares of Class A
Common Stock of NCI (the “NCI
Shares”), this Warrant shall be exchanged for a warrant with
substantially similar terms as set forth herein


 


6





















 


(including the same Exercise Price) which warrant will be exercisable
for such number of NCI Shares as the Warrantholder would have received for the
Warrant Shares issuable upon the exercise hereof as of the closing of the NCI
Merger as if the Warrantholder has exercised this Warrant.


 


(c)           In case the Company
shall fix a payment date for the making of a distribution to all holders of
Common Stock (including any such distribution made in connection with a
consolidation or merger in which the Company is the continuing corporation) of
evidences of indebtedness or assets (other than cash dividends or cash
distributions payable out of consolidated earnings or earned surplus or
dividends or distributions referred to in Section 8(a)), or subscription
rights or warrants, the Warrant Price to be in effect after such payment date
shall be determined by multiplying the Warrant Price in effect immediately
prior to such payment date by a fraction, the numerator of which shall be the
total number of shares of Common Stock outstanding multiplied by the Market
Price (as defined below) per share of Common Stock immediately prior to such
payment date, less the fair market value (as determined by the Company’s Board
of Directors in good faith) of said assets or evidences of indebtedness so
distributed, or of such subscription rights or warrants, and the denominator of
which shall be the total number of shares of Common Stock outstanding
multiplied by such Market Price per share of Common Stock immediately prior to
such payment date.  “Market Price” as of a
particular date (the “Valuation
Date”) shall mean the following: (a) if the Common Stock is
then listed on a national stock exchange, the closing sale price of one share
of Common Stock on such exchange on the last trading day prior to the Valuation
Date; (b) if the Common Stock is then quoted on The Nasdaq Stock Market, Inc.
(“Nasdaq”) (whether through the National Market System, the SmallCapMarket or
the OTC Bulletin Board), the closing sale price of one share of Common Stock on
Nasdaq on the last trading day prior to the Valuation Date or, if no such
closing sale price is available, the average of the high bid and the low asked
price quoted on Nasdaq on the last trading day prior to the Valuation Date; or (c) if
the Common Stock is not then listed on a national stock exchange or quoted on
Nasdaq, the fair market value of one share of Common Stock as of the Valuation
Date, shall be determined in good faith by the Board of Directors of the
Company and the Warrantholder.  If the
Common Stock is not then listed on a national securities exchange or quoted on
Nasdaq, the Board of Directors of the Company shall respond promptly, in
writing, to an inquiry by the Warrantholder prior to the exercise hereunder as
to the fair market value of a share of Common Stock as determined by the Board
of Directors of the Company.  In the
event that the Board of Directors of the Company and the Warrantholder are
unable to agree upon the fair market value in respect of subpart (c) hereof,
the Company and the Warrantholder 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 equally by the Company and the Warrantholder.  Such adjustment shall be made successively
whenever such a payment date is fixed.


 


(d)           An adjustment to the
Warrant Price shall become effective immediately after the payment date in the
case of each dividend or distribution and immediately after the effective date
of each other event which requires an adjustment.


 


(e)           In the event that,
as a result of an adjustment made pursuant to this Section 8, the
Warrantholder shall become entitled to receive any shares of capital stock of
the Company other than shares of Common Stock, the number of such other shares
so receivable upon exercise of this Warrant shall be subject thereafter to
adjustment from time to time in a manner and on


 


7





















 


terms as nearly equivalent as practicable to the provisions with
respect to the Warrant Shares contained in this Warrant.


 


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


 


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


 


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


 


Section 12.             Notices.  Unless otherwise provided, any notice
required or permitted under this Warrant shall be given in writing and shall be
deemed effectively given as hereinafter described (i) if given by personal
delivery, then such notice shall be deemed given upon such delivery, (ii) if
given by Email or facsimile, then such notice shall be deemed given upon
receipt of confirmation of delivery or complete transmittal, (iii) if
given by mail, then such notice shall be deemed given upon the earlier of (A) receipt
of such notice by the recipient or (B) three days after such notice is
deposited in first class mail, postage prepaid, and (iv) if given by an
internationally recognized overnight air courier, then such notice shall be
deemed given one business day after delivery to such carrier.  All notices shall be addressed as follows: if
to the Warrantholder, at its address as set forth in the Company’s books and
records and, if to the Company, at the address as follows, or at such other
address as the Warrantholder or the Company may designate by ten days’ advance
written notice to the other:


 


If to the Company:


 


6335
Ferris Square


Suite A


San
Diego, CA 92121


Attention:  Controller


Fax:  (858) 678-0900


 


With a copy to:


 


Ehrenreich Eilenberg & Krause LLP


11 East 44th Street, 17th Floor


New York, NY 10017


Attention.: Adam D. Eilenberg, Esq.


Fax:  (212) 986-2399


 


8





















 


Section 13.             Registration
Rights.  The initial Warrantholder is
entitled to the benefit of certain registration rights with respect to the
Warrant Shares issued and issuable upon the exercise of this Warrant as
provided in the Registration Rights Agreement, dated as of               ,
2005, by and among the Company, the Warrantholder and the other investors
listed therein; and any subsequent Warrantholder may be entitled to such
rights.


 


Section 16.             Successors.  All the covenants and provisions hereof by or
for the benefit of the Warrantholder shall bind and inure to the benefit of its
respective successors and assigns hereunder.


 


Section 17.             Governing
Law; Consent to Jurisdiction; Waiver of Jury Trial.  This Warrant shall be governed by, and
construed in accordance with, the internal laws of the State of California,
without reference to the choice of law provisions thereof.  The Company and, by accepting this Warrant,
the Warrantholder, each irrevocably submits to the exclusive jurisdiction of
the state and Federal courts of the State of California located in San Diego
County for the purpose of any suit, action, proceeding or judgment relating to
or arising out of this Warrant and the transactions contemplated hereby.  Service of process in connection with any
such suit, action or proceeding may be served on each party hereto anywhere in
the world by the same methods as are specified for the giving of notices under
this Warrant.  The Company and, by
accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction
of any such court in any such suit, action or proceeding and to the laying of
venue in such court.  The Company and, by
accepting this Warrant, the Warrantholder, each irrevocably waives any
objection to the laying of venue of any such suit, action or proceeding brought
in such courts and irrevocably waives any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum.
 EACH OF THE
COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY
RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT
AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.


 


Section 18.             Call
Provision.  Notwithstanding any other
provision contained herein to the contrary, in the event that the closing bid
price of a share of Common Stock as reported on the OTC Bulletin Board (or such
other exchange or stock market on which the Common Stock may then be listed or
quoted) equals or exceeds $1.80 (appropriately adjusted for any stock split,
reverse stock split, stock dividend or other reclassification or combination of
the Common Stock occurring after the date hereof) for fifteen (15) consecutive
trading days (“Trading-Day
Period”) commencing after the Registration Statement (as defined
in the Registration Rights Agreement) has been declared effective, the Company,
upon thirty (30) days prior written notice (the “Notice Period”) given to the
Warrantholder within one business day immediately following the end of such
Trading-Day Period, may call this Warrant, in whole but not in part, at a
redemption price equal to $0.001 per share of Common Stock then purchasable
pursuant to this Warrant; provided that (i) the Company simultaneously
calls all Company Warrants (as defined below) on the same terms and (ii) all
of the shares of Common Stock issuable hereunder either (A) are registered
pursuant to an effective Registration Statement (as defined in the Registration
Rights Agreement)


 


9





















 


which has not been suspended and for which no stop order is in effect,
or (B) no longer constitute Registrable Securities (as defined in the
Registration Rights Agreement).  Notwithstanding any such notice by the Company, the
Warrantholder shall have the right to exercise this Warrant prior to the end of
the Notice Period.


 


Section 19.             No
Rights as Stockholder.  Prior to the
exercise of this Warrant, the Warrantholder shall not have or exercise any
rights as a stockholder of the Company by virtue of its ownership of this
Warrant.


 


Section 20.             Amendment;
Waiver.  This Warrant is one of a
series of Warrants of like tenor issued by the Company pursuant to other
purchase agreements with the same terms as the Purchase Agreement and initially
covering an aggregate of                           
shares of Common Stock (collectively, the “Company Warrants”).  Any term of this Warrant may be amended or
waived (including the adjustment provisions included in Section 8 of this
Warrant) upon the written consent of the Company and the holders of Company
Warrants representing at least 50% of the number of shares of Common Stock then
subject to all outstanding Company Warrants (the “Majority Holders”); provided,
that (x) any such amendment or waiver must apply to all Company Warrants; and
(y) the number of Warrant Shares subject to this Warrant, the Warrant Price and
the Expiration Date may not be amended, and the right to exercise this Warrant
may not be altered or waived, without the written consent of the Warrantholder.


 


Section 21.             Section Headings.  The section headings in this Warrant are
for the convenience of the Company and the Warrantholder and in no way alter,
modify, amend, limit or restrict the provisions hereof.


 


[Signature appears on the next page]


 


10





















 


IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed, as of the             
day of                 ,
2005.


 


	
   

  	
  LPATH THERAPEUTICS INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Scott Pancoast

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
						



 


11





















 


APPENDIX A


LPATH THERAPEUTICS INC.—WARRANT EXERCISE FORM


 


To Lpath Therapeutics Inc.:


 


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


 


	
   

  	
   

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  City, State and Zip Code

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Federal Tax ID or Social Security No.

  	
   

  
	
   

  	
   

  	
   

  
	
  and delivered by

  	
   

  	
  (certified mail to the above address, or

  
	
   

  	
   

  	
  to such other address (specify):

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ).

  
						



 


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


 


Dated:                                       ,
200      


 


	
  Note: The signature must correspond with the name of the

  	
   

  	
  Signature:

  	
   

  	
   

  
	
  Warrantholder as written on the first page of the Warrant

  	
   

  	
   

  	
   

  
	
  in every particular, without alteration or enlargement or 

  	
   

  	
   

  	
   

  	
   

  
	
  any change whatever, unless the Warrant has been 

  	
   

  	
   

  	
  Name (please print)

  	
   

  
	
  assigned.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Address

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  City, State and Zip Code

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Federal Identification No. or

  	
   

  
	
   

  	
   

  	
   

  	
  Social Security No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Assignee: