EX-4.4



 





Exhibit
4.4




EXHIBIT “D-2”

To

Supplement



THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF
HAVE BEEN OR WILL BE ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE
SALE AND DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL
IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED DUE TO AN
EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.



THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON THE
EXERCISE HEREOF ARE ALSO SUBJECT TO THE RESTRICTIONS CONTAINED IN THAT CERTAIN AMENDED AND RESTATED
STOCKHOLDERS’ AGREEMENT, DATED AS OF APRIL 28, 2000, AS AMENDED, BY AND AMONG ATHERSYS, INC. AND
THE STOCKHOLDERS OF ATHERSYS, INC. (THE “STOCKHOLDERS’ AGREEMENT”).




Warrant No. _______




WARRANT TO PURCHASE




                     SHARES OF COMMON STOCK OF




ATHERSYS, INC.




 





(Void after [7thanniversary of date of issuance])




     This certifies that [VENTURE LENDING & LEASING IV, LLC., a Delaware limited liability company]
[COSTELLA KIRSCH IV, L.P., a                     ], or its permitted assigns (the “Holder”), for value
received, is entitled to purchase up to an aggregate of                                                              (         
           )
fully paid and nonassessable shares of common stock, $.01 par value per share (“Common Stock”), of
ATHERSYS, INC., a Delaware corporation (the “Company”), at a price of                                          Dollars
($                    ) per share (the “Stock Purchase Price”) at any time or from time to time up to and
including 5:00 p.m. (Eastern time) on [7th anniversary of date of issuance] (the
“Expiration Date”), upon surrender to the Company at its principal office at
                                                             (or at such other location as the Company may advise Holder in writing) of
this Warrant properly endorsed with the Form of Subscription attached hereto duly filled in and
signed and upon payment in cash or by check of the aggregate Stock Purchase Price for the number of
shares for which this Warrant is being exercised determined in accordance with the provisions
hereof. The Stock Purchase Price and the number of shares purchasable hereunder are subject to
adjustment as provided in Section 4 of this Warrant.



     This Warrant is subject to the following terms and conditions:



     1. Exercise; Issuance of Certificates; Payment for Shares.



          (a) Unless an election is made pursuant to clause (b) of this Section 1, this
Warrant shall be exercisable at the option of the Holder, at any time or from time to time, on or
before the Expiration Date for all or any portion of the shares of Common Stock (but not for a
fraction of a share) which may be purchased hereunder for the Stock Purchase Price multiplied by
the number of shares to be purchased. The Company agrees that the shares of Common Stock purchased
under this Warrant shall be and are deemed to be issued to the Holder
hereof as the


 









 








record owner of such shares as of the close of business on the date on which this Warrant
shall have been surrendered and payment made for such shares. Subject to the provisions of Section
2, certificates for the shares of Common Stock so purchased, together with any other securities or
property to which the Holder hereof is entitled upon such exercise, shall be delivered to the
Holder hereof by the Company at the Company’s expense within a reasonable time after the rights
represented by this Warrant have been so exercised. Except as provided in clause (b) of this
Section 1, in case of a purchase of less than all the shares which may be purchased under this
Warrant, the Company shall cancel this Warrant and execute and deliver to the Holder hereof within
a reasonable time a new Warrant or Warrants of like tenor for the balance of the shares purchasable
under this Warrant surrendered upon such purchase. Each stock certificate so delivered shall be in
such denominations of Common Stock as may be requested by the Holder hereof and shall be registered
in the name of such Holder or such other name as shall be designated by such Holder, subject to the
limitations contained in Section 2.




          (b) The Holder, in lieu of exercising this Warrant by the payment of the Stock
Purchase Price pursuant to clause (a) of this Section 1, may elect, at any time on or before the
Expiration Date, to receive, through conversion of this Warrant or any portion hereof into that
number of shares of Common Stock equal to the quotient of: (i) the difference between (A) the Per
Share Price (as hereinafter defined) of the Common Stock, less (B) the Stock Purchase Price then in
effect, multiplied by the number of shares of Common Stock the Holder would otherwise have been
entitled to purchase hereunder pursuant to clause (a) of this Section 1 (or such lesser number of
shares as the Holder may designate in the case of a partial exercise of this Warrant); over (ii)
the Per Share Price.




          (c) For purposes of clause (b) of this Section 1, “Per Share Price” means: (i) (A)
if the Common Stock is then listed or admitted to trading on any national securities exchange or
traded on any national market system, the average of the last reported sale price of the Common
Stock on such exchange or market system or (B) if the Common Stock is not listed or admitted to
trading on any national securities exchange or traded on any national market system but is traded
in the domestic over-the-counter market, the average of the closing bid and asked prices on the OTC
Bulletin Board or in the domestic over-the-counter market as reported by Pink Sheets, LLC, as
applicable, in either case for the ten (10) consecutive trading days prior to the date of the
Holder’s election to convert hereunder; (ii) if this Warrant is being converted in conjunction with
a firmly underwritten initial public offering of the Common Stock, the price to the public per
share pursuant to such offering; or (iii) if neither subclauses (i) or (ii) of this clause (c) of
this Section 1 are applicable, the price per share as determined in good faith by the Board of
Directors by the Company.




     2. Limitation on Transfer.



          (a) This Warrant and the Common Stock shall not be transferable except upon the
conditions specified in this Section 2, which conditions are, among other things, intended to
insure compliance with the provisions of the Securities Act. Each holder of this Warrant or the
Common Stock issuable hereunder will cause any proposed transferee of the Warrant or Common Stock
to agree to take and hold such securities subject to the provisions and upon the conditions
specified in this Section 2 and the restrictions contained in the Stockholders’ Agreement.
Notwithstanding the foregoing and any other provision of this Section 2, subject to compliance with
Sections 2 and 3 of the Stockholders’ Agreement, the initial Holder hereof may freely transfer all
or part of this Warrant or the shares issuable upon exercise of this Warrant at any time to any
affiliate of such initial Holder by giving the Company notice of the portion of the Warrant being
transferred setting forth the name, address and taxpayer identification number of the transferee
and surrendering this Warrant to the Company for reissuance to the transferee(s) (and Holder, if
applicable).




          (b) Each certificate representing this Warrant or the Common Stock shall (unless
otherwise permitted by the provisions of this Section 2 or unless such securities have been
registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially
in the form set forth on the face of this Warrant.




          (c) The Holder of this Warrant and each person to whom this Warrant is subsequently
transferred represents and warrants to the Company (by acceptance of such transfer) that it will
not transfer this Warrant (or securities issuable upon exercise hereof) except pursuant to (i) an
effective registration statement under the Securities Act, (ii) Rule 144 under the Securities Act
(or any similar rule under the Securities Act relating to the

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disposition of restricted securities), or (iii) an opinion of counsel, reasonably satisfactory
to counsel for the Company, that an exemption from such registration is available.




     3. Shares to be Fully Paid; Reservation of Shares. The Company covenants
and agrees that all shares of Common Stock which may be issued upon the exercise of the rights
represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and
nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens
and charges with respect to the issue thereof. The Company further covenants and agrees that
during the period within which the rights represented by this Warrant may be exercised, the Company
will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise
of the subscription rights evidenced by this Warrant, a sufficient number of shares of authorized
but unissued Common Stock, when and as required to provide for the exercise of the rights
represented by this Warrant. The Company will take all such action as may be reasonably necessary
to ensure 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 domestic securities exchange upon
which the Common Stock may be listed.



     4. Adjustment of Stock Purchase Price and Number of Shares. The Stock
Purchase Price and the number of shares purchasable upon the exercise of this Warrant shall be
subject to adjustment from time to time upon the occurrence of certain events described in this
Section 4. Upon each adjustment of the Stock Purchase Price, the Holder of this Warrant shall
thereafter be entitled to purchase, at the Stock Purchase Price resulting from such adjustment, the
number of shares obtained by multiplying the Stock Purchase Price in effect immediately prior to
such adjustment by the number of shares purchasable pursuant hereto immediately prior to such
adjustment, and dividing the product thereof by the Stock Purchase Price resulting from such
adjustment.



          4.1 Subdivision or Combination of Stock. In case the Company shall at any
time subdivide its outstanding shares of Common Stock into a greater number of shares, the Stock
Purchase Price in effect immediately prior to such subdivision shall be proportionately reduced,
and conversely, in case the outstanding shares of Common Stock of the Company shall be combined
into a smaller number of shares, the Stock Purchase Price in effect immediately prior to such
combination shall be proportionately increased.




          4.2 Dividends in Preferred Stock, Other Stock, Property, Reclassification.
If at any time or from time to time the holders of Common Stock (or any shares of stock or other
securities at the time receivable upon the exercise of this Warrant) shall have received or become
entitled to receive, without payment therefor,




               (a) by way of dividend or other distribution, any shares of stock or other
securities, whether or not such securities are at any time directly or indirectly convertible into
or exchangeable for Common Stock, or any rights or options to subscribe for, purchase or otherwise
acquire any of the foregoing (other than shares of Common Stock issued as a stock split,
adjustments in respect of which shall be covered by the terms of Section 4.1 above),



               (b) any cash paid or payable otherwise than as a cash dividend, or



               (c) additional stock or other securities or property (including cash) by way of
spin-off, split-up, reclassification, combination of shares or similar corporate rearrangement,
(other than shares of Common Stock issued as a stock split, adjustments in respect of which shall
be covered by the terms of Section 4.1 above),


then and in each such case, the Holder hereof shall, upon the exercise of this Warrant, be entitled
to receive, in addition to the number of shares of Common Stock receivable thereupon, and without
payment of any additional consideration therefore, the amount of stock and other securities and
property (including cash in the cases referred to in clauses (b) and (c) above) which such Holder
would hold or be entitled to receive, as the case may be, on the date of such exercise had he been
the holder of record of such Common Stock as of the date on which holders of Common Stock received
or became entitled to receive such shares and/or all other additional stock and other securities
and property.




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          4.3 Reorganization, Reclassification, Consolidation, Merger or Sale. If any
capital reorganization of the capital stock of the Company, or any consolidation or merger of the
Company with another entity, or other reorganization, or the sale of all or substantially all of
its assets to another entity shall be effected in such a way that holders of Common Stock shall be
entitled to receive stock, securities or assets with respect to or in exchange for Common Stock,
then, as a condition of such reorganization, reclassification, consolidation, merger or sale,
lawful and adequate provisions shall be made whereby the holder hereof shall thereafter have the
right to purchase and receive (in lieu of the shares of the Common Stock of the Company immediately
theretofore purchasable and receivable upon the exercise of the rights represented hereby) such
shares of stock, securities or assets as may be issued or payable with respect to or in exchange
for a number of outstanding shares of such Common Stock equal to the number of shares of such stock
immediately theretofore purchasable and receivable upon the exercise of the rights represented
hereby. In any such case, appropriate provision shall be made with respect to the rights and
interests of the holder of this Warrant to the end that the provisions hereof (including, without
limitation, provisions for adjustments of the Stock Purchase Price and of the number of shares
purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, as
nearly as may be possible, in relation to any shares of stock, securities or assets thereafter
deliverable upon the exercise hereof. Within twenty (20) days following the closing of any such
consolidation, merger or sale, the successor corporation (if other than the Company) resulting from
such consolidation or merger or the corporation purchasing such assets shall deliver to the
registered Holder hereof at the last address of such Holder appearing on the books of the Company,
notice of such shares of stock, securities or assets as, in accordance with the foregoing
provisions, such Holder may be entitled to purchase.




          4.4 Notice of Adjustment. Upon any adjustment of the Stock Purchase Price,
and/or any increase or decrease in the number of shares purchasable upon the exercise of this
Warrant the Company shall give written notice thereof, by first class mail, postage prepaid,
addressed to the registered holder of this Warrant at the address of such holder as shown on the
books of the Company. The notice shall be signed by the Company’s chief financial officer and
shall state the Stock Purchase Price resulting from such adjustment and the increase or decrease,
if any, in the number of shares purchasable at such price upon the exercise of this Warrant,
setting forth in reasonable detail the method of calculation and the facts upon which such
calculation is based.




          4.5 Other Notices. If at any time:




               (a) the Company shall declare any cash dividend upon its Common Stock;



               (b) the Company shall declare any dividend upon its Common Stock payable in capital
stock, or make any special dividend or other distribution to the holders of its Common Stock;



               (c) the Company shall issue to all holders of outstanding shares of its Common Stock
rights entitling such holders to subscribe for or purchase any additional shares of Common Stock;



               (d) there shall be any capital reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with, or sale of all or
substantially all of its assets to, another entity; or



               (e) there shall be a voluntary or involuntary dissolution, liquidation or winding-up
of the Company;


then, in any one or more of said cases, the Company shall give, by first class mail, postage
prepaid, addressed to the Holder at the address of Holder as shown on the books of the Company, (i)
at least twenty (20) day’s prior written notice of the date on which the books of the Company shall
close or a record shall be taken for establishing the right to receive such dividend, distribution
or subscription rights, and (ii) with respect to any other action, notice of which is given to
holders of the Common Stock, at the same time such notice as is actually provided to such holders.
Any notice given in accordance with the foregoing clause (i) shall also specify, in the case of any
such dividend, distribution or subscription rights, the date on which the holders of stock shall be
entitled thereto. Any notice given in accordance with the foregoing clause (ii) shall, if
applicable, also specify the date on which the holders of


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Common Stock shall be entitled to exchange their Common Stock for securities or other property
deliverable upon any reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding-up.




     5. Issue Tax. The issuance of certificates for shares of Preferred Stock
upon the exercise of this Warrant shall be made without charge to the Holder of this Warrant for
any issue tax in respect thereof; 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 issuance and delivery of
any certificate in a name other than that of the then Holder of this Warrant being exercised.



     6. Closing of Books. The Company will at no time close its transfer books
against the transfer of this Warrant or of any shares of Common Stock issued or issuable upon the
exercise of any warrant in any manner which interferes with the timely exercise of this Warrant.



     7. No Voting or Dividend Rights; Limitation of Liability. Nothing contained
in this Warrant shall be construed as conferring upon the Holder hereof the right to vote or to
consent as a stockholder in respect of meetings of stockholders for the election of directors of
the Company or any other matters or any rights whatsoever as a stockholder of the Company. No
dividends or interest shall be payable or accrued in respect of this Warrant or the interest
represented hereby or the shares purchasable hereunder until, and only to the extent that, this
Warrant shall have been exercised. No provisions hereof, in the absence of affirmative action by
the Holder to purchase shares of Common Stock, and no mere enumeration herein of the rights or
privileges of the Holder hereof, shall give rise to any liability of such Holder for the Stock
Purchase Price or as a stockholder of the Company, whether such liability is asserted by the
Company or by its creditors.



     8. Rights and Obligations Survive Exercise of Warrant. The rights and
obligations of the Company, of the Holder of this Warrant and of the holder of shares of Common
Stock issued upon exercise of this Warrant, contained in Section 6 shall survive the exercise of
this Warrant.



     9. Modification and Waiver. This Warrant and any provision hereof may be
changed, waived, discharged or terminated only by an instrument in writing signed by the party
against which enforcement of the same is sought.



     10. Notices. Any notice, request or other document required or permitted to
be given or delivered to the Holder or the Company shall be deemed to have been given (i) upon
receipt if delivered personally or by courier, (ii) upon confirmation of receipt if by telecopy, or
(iii) three business days after deposit in the U.S. mail, with postage prepaid and certified or
registered, to each such Holder at its address as shown on the books of the Company or to the
Company at the address indicated therefor in the first paragraph of this Warrant.



     11. Binding Effect on Successors. This Warrant shall be binding upon any
entity succeeding the Company by merger, consolidation or acquisition of all or substantially all
of the Company’s assets. All of the obligations of the Company relating to the Common Stock
issuable upon the exercise of this Warrant shall survive the exercise and termination of this
Warrant. All of the covenants and agreements of the Company shall inure to the benefit of the
successors and assign of the holder hereof. The Company will, at the time of the exercise of this
Warrant, in whole or in part, upon request of the Holder hereof but at the Company’s expense,
acknowledge in writing its continuing obligation to the Holder hereof in respect of any rights
(including, without limitation, any right to registration of the shares of Common Stock) to which
the Holder hereof shall continue to be entitled after such exercise in accordance with this
Warrant; provided, that the failure of the Holder hereof to make any such request shall not affect
the continuing obligation of the Company to the Holder hereof in respect of such rights.



     12. Descriptive Headings and Governing Law. The descriptive headings of the
several sections and paragraphs of this Warrant are inserted for convenience only and do not
constitute a part of this Warrant. This Warrant shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the laws of the State of California.



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     13. Lost Warrants or Stock Certificates. The Company represents and
warrants to the Holder hereof that upon receipt of evidence reasonably satisfactory to the Company
of the loss, theft, destruction, or mutilation of any Warrant or stock certificate and, in the case
of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the
Company, or in the case of any such mutilation upon surrender and cancellation of such Warrant or
stock certificate, the Company at its expense will make and deliver a new Warrant or stock
certificate, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant or stock
certificate.



     14. Fractional Shares. No fractional shares shall be issued upon exercise
of this Warrant. The Company shall, in lieu of issuing any fractional share, pay the holder
entitled to such fraction a sum in cash equal to such fraction multiplied by the then effective
Stock Purchase Price.



     15. Representations of Holder. With respect to this Warrant, Holder
represents and warrants to the Company as follows:



          15.1 Experience. It is experienced in evaluating and investing in companies
engaged in businesses similar to that of the Company; it understands that investment in this
Warrant involves substantial risks; it has made detailed inquiries concerning the Company, its
business and services, its officers and its personnel; the officers of the Company have made
available to Holder any and all written information it has requested; the officers of the Company
have answered to Holder’s satisfaction all inquiries made by it; in making this investment it has
relied upon information made available to it by the Company; and it has such knowledge and
experience in financial and business matters that it is capable of evaluating the merits and risks
of investment in the Company and it is able to bear the economic risk of that investment.




          15.2 Investment. It is acquiring this Warrant for investment for its own
account and not with a view to, or for resale in connection with, any distribution thereof. It
understands that the Warrant, the shares of Common Stock issuable upon exercise thereof, have not
been registered under the Securities Act nor qualified under applicable state securities laws.




          15.3 Rule 144. It acknowledges that this Warrant and the Common Stock must
be held indefinitely unless they are subsequently registered under the Securities Act or an
exemption from such registration is available. It has been advised or is aware of the provisions
of Rule 144 promulgated under the Securities Act.




          15.4 Access to Data. It has had an opportunity to discuss the Company’s
business, management and financial affairs with the Company’s management and has had the
opportunity to inspect the Company’s facilities.




     16. Additional Representations and Covenants of the Company. The Company
hereby represents, warrants and agrees as follows:



          16.1 Corporate Power. The Company has all requisite corporate power and
authority to execute and deliver this Warrant and to perform its obligations hereunder.




          16.2 Authorization. This Warrant has been duly authorized, executed and
delivered by the Company and, assuming due authorization, execution and delivery by the Holder,
constitutes a valid and binding obligation of the Company, enforceable in accordance with its
terms, except that the enforcement thereof may be subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and other similar laws relating to or affecting creditors’
rights generally and general equitable principles, whether such principles are considered in a
proceeding at law or in equity.




          16.3 Offering. Assuming the truth and accuracy of Holder’s representations
set forth in Section 16 hereof, the offer, issuance and sale of this Warrant by the Company to the
Holder is, and the issuance of Common Stock upon exercise of this Warrant by the Holder will be,
exempt from the registration requirements of the Securities Act.




6









 








          16.4 Stock Issuance. Upon exercise of this Warrant, the Company will use
its reasonable best efforts to cause stock certificates representing the shares of Common Stock
purchased pursuant to the exercise to be issued in the name of Holder, its nominees or permitted
assignees, as applicable, at the time of such exercise.




          16.5 Certificate and By-Laws. The Company has provided Holder with true and
complete copies of the Company’s Certificate of Incorporation, By-Laws, and each Certificate of
Determination or other charter document setting, forth any rights, preferences and privileges of
Company’s capital stock, each as amended and in effect on the date of issuance of this Warrant.




          16.6 Financial and Other Reports. From time to time up to the earlier of
the Expiration Date or the complete exercise of this Warrant, the Company shall furnish to Holder
(i) within 120 days after the close of each fiscal year of the Company, an audited balance sheet
and statement of changes in financial position at and as of the end of such fiscal year, together
with an audited statement of income for such fiscal year; (ii) within 45 days after the close of
each fiscal quarter of the Company, an unaudited balance sheet and statement of cash flows at and
as of the end of such quarter, together with an unaudited statement of income for such quarter; and
(iii) promptly after sending, making available, or filing, copies of all reports, proxy statements,
and financial statements that the Company sends or makes available to its stockholders and all
registration statements and reports that the Company files with the Securities and Exchange
Commission (the “SEC”); provided, however, that after the closing of a firmly underwritten public
offering of the Company’s Common Stock, so long as the Company files all annual, quarterly and
current reports with the SEC within the time periods specified in the SEC’s rules and regulations,
the Company shall be deemed to have satisfied the obligations in this Section 16.6.




     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its officers,
thereunto duly authorized this ___ day of                                         , 200___.



	 	 	 	 	 
	ATHERSYS, INC.

 	 	 
	By:  	
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 




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FORM OF SUBSCRIPTION




(To be signed only upon exercise of Warrant)




To:                                         





	�
	 	The undersigned, the holder of the within Warrant, hereby
irrevocably elects to exercise the purchase right represented by
such Warrant for, and to purchase thereunder,
                                         (                    )(1) shares of Common
Stock of Athersys, Inc., and herewith makes payment of
                                         Dollars ($                    ) therefor, and
requests that the certificates for such shares be issued in the
name of, and delivered to,                                         , whose address
is                                                                                 .
	 
	�
	 	The undersigned hereby elects to convert                      percent (___%) of
the value of the Warrant pursuant to the provisions of Section
1(b) of the Warrant.





     The undersigned represents that it is acquiring such Common Stock for its own account for
investment and not with a view to or for sale in connection with any distribution thereof (subject,
however, to any requirement of law that the disposition thereof shall at all times be within its
control.



     DATED:                                         



	 	 	 
	 

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


	 

	 	 



	 

	 	 
(Address)








 




			
	(1)	 	Insert here the number of shares called for
on the face of the Warrant (or, in the case of a partial exercise, the portion
thereof as to which the Warrant is being exercised), in either case without
making any adjustment for additional Common Stock or any other stock or other
securities or property or cash which, pursuant to the adjustment provisions of
the Warrant, may be deliverable upon exercise.




8









 










ASSIGNMENT




     FOR VALUE RECEIVED, the undersigned, the holder of the within Warrant, hereby sells, assigns
and transfers all of the rights of the undersigned under the within Warrant, with respect to the
number of shares of Common Stock covered thereby set forth herein below, unto:



	 	 	 
	Name of Assignee	 	Address	 	 	No. of Shares






Dated: ___________________________




	 	 	 
	 

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







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