Exhibit 4.1


 


OPTIMER PHARMACEUTICALS, INC.


WARRANT TO PURCHASE COMMON STOCK


 


To Purchase [                    ] Shares of Common Stock


 


Date of Issuance: March   ,
2009


 


VOID AFTER MARCH  
, 2014


 


THIS
CERTIFIES THAT, for value received, [                    ],
or permitted registered assigns (the “Holder”),
is entitled to subscribe for and purchase at the Exercise Price (defined below)
from Optimer Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to [                    ]
shares of the common stock of the Company, par value $0.001 per share (the “Common Stock”). This warrant is one of a
series of warrants issued by the Company as of the date hereof (individually a “Warrant”, and collectively, the “Warrants”) pursuant to the Common Stock and Warrant Purchase
Agreement between the Company and the Holder, dated as of March  , 2009
(the “Purchase Agreement”).


 


1. DEFINITIONS.
Capitalized terms used herein but not otherwise defined herein shall have their
respective meanings as set forth in the Purchase Agreement. As used herein, the
following terms shall have the following respective meanings:


 


(A) “Eligible Market” means any of the New York
Stock Exchange, the American Stock Exchange, The NASDAQ Global Market, The
NASDAQ Global Select Market or The NASDAQ Capital Market.


 


(B) “Exercise Period” shall mean the period
commencing six (6) months after the date hereof and ending 5:00 P.M.
New York City time on March  , 2014, unless sooner terminated as provided
below.


 


(C) “Exercise Price” shall mean $10.93 per
share, subject to adjustment pursuant to Section 4 below.


 


(D) “Exercise Shares” shall mean the shares of
Common Stock issuable upon exercise of this Warrant.


 


(E) “Trading Day” shall mean (a) any day on
which the Common Stock is listed or quoted and traded on its primary Trading
Market, (b) if the Common Stock is not then listed or quoted and traded on
any Eligible Market, then a day on which trading occurs on the OTC Bulletin
Board (or any successor thereto), or (c) if trading does not occur on the
OTC Bulletin Board (or any successor thereto), any business day.


 


(F) “Trading Market” shall mean the NASDAQ
Global Market or any other Eligible Market, or any national securities
exchange, market or trading or quotation facility on which the Common Stock is
then listed or quoted.


 


2. EXERCISE
OF WARRANT. The rights represented by this Warrant may be exercised in
whole or in part at any time during the Exercise Period, by delivery of the
following to the Company at its address set forth on the signature page hereto
(or at such other address as it may designate by notice in writing to the
Holder):


 


(A) An executed Notice
of Exercise in the form attached hereto;


 


(B) Payment of the
Exercise Price either (i) in cash or by check, or (ii) pursuant to Section 2.1
below; and


 


(C) This Warrant.


 


Execution and delivery of
the Notice of Exercise 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 Exercise Shares, if any.


 


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Anything
to the contrary notwithstanding, the Company shall not be under any obligation
to issue cash upon exercise of this Warrant, except as explicitly provided in
Sections 4, 5, 6 and except for the payment of any taxes and expenses required
to be paid by the Company pursuant to Section 2.3


 


Certificates
for shares purchased hereunder shall be transmitted by the Company’s transfer
agent (the “Transfer Agent”) to
the Holder by crediting the account of the Holder’s prime broker with the
Depository Trust Company through its Deposit Withdrawal Agent Commission system
if the Company is a participant in such system, or, if the Company reasonably
determines that the Holder is an affiliate of the Company at the time of
exercise or the Holder otherwise requests, by physical delivery to the address
specified by the Holder in the Notice of Exercise within three (3) business
days from the delivery to the Company of the Notice of Exercise, surrender of
this Warrant and payment of the aggregate Exercise Price as set forth above.
This Warrant shall be deemed to have been exercised on the date the Exercise
Price is received by the Company.


 


The
person in whose name any certificate or certificates for Exercise Shares are to
be issued upon exercise of this Warrant shall be deemed to have become the
holder of record of such shares on the date on which this Warrant was
surrendered and payment of the Exercise Price was made, irrespective of the
date of delivery of such certificate or certificates, except that, if the date
of such surrender and payment is a date when the stock transfer books of the
Company are closed, such person shall be deemed to have become the holder of
such shares at the close of business on the next succeeding date on which the
stock transfer books are open.


 


Subject
to Section 2.4, to the extent permitted by law, the Company’s
obligations to issue and deliver Exercise 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 entity 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 or entity of any obligation to the Company or any violation or
alleged violation of law by the Holder or any other person or entity, and
irrespective of any other circumstance which might otherwise limit such
obligation of the Company to the Holder in connection with the issuance of
Exercise 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 Exercise Shares upon
exercise of this Warrant as required pursuant to the terms hereof.  If, at the time the Holder exercises this
Warrant, the Company is not permitted to issue the Exercise Shares pursuant to
the Registration Statement (or any other registration statement that the
Company may have filed for such purpose), then nothing in this Warrant shall
obligate the Company to register the issuance of the Exercise Shares or their
subsequent resale.


 


2.1 NET EXERCISE. If
during the Exercise Period, the Company is not permitted to issue the Exercise
Shares pursuant to the Registration Statement, as defined in the Purchase
Agreement, and the fair market value of one share of the Common Stock is
greater than the Exercise Price (at the date of calculation as set forth
below), in lieu of exercising this Warrant by payment of cash or by check, the
Holder may elect to receive shares equal to the value (as determined below) of
this Warrant (or the portion thereof being canceled) by surrender of this
Warrant at the principal office of the Company together with the properly
endorsed Notice of Exercise in which event the Company shall issue to the
Holder a number of shares of Common Stock computed using the following formula:


 


X
= Y (A-B)


A


 


	
  Where

  	
   

  	
  X =

  	
   

  	
  the number of shares of
  Common Stock to be issued to the Holder

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Y
  =

  	
   

  	
  the
  number of shares of Common Stock purchasable under the Warrant or, if only a
  portion of the Warrant is being exercised, the portion of the Warrant being
  canceled (at the date of such calculation)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A
  =

  	
   

  	
  the
  fair market value of one share of the Company’s Common Stock (at the date of
  such calculation)

  



 


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  B
  =

  	
   

  	
  Exercise
  Price (as adjusted to the date of such calculation)

  



 


For
purposes of the above calculation, the “fair market value” of one share of
Common Stock shall mean (i) the average of the closing sales prices for
the shares of Common Stock on the Nasdaq Global Market or other Eligible Market
where the Common Stock is listed or traded as reported by Bloomberg Financial
Markets (or a comparable reporting service of national reputation selected by
the Company and reasonably acceptable to the Holder if Bloomberg Financial
Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the five (5) consecutive
trading days immediately prior to the Exercise Date, or (ii) if the Nasdaq
Global Market is not the principal Trading Market for the shares of Common
Stock, the average of the reported sales prices reported by Bloomberg on the
principal Trading Market for the Common Stock during the same period, or, if
there is no sales price for such period, the last sales price reported by
Bloomberg for such period, or (iii) if neither of the foregoing applies,
the last sales price of such security in the over-the-counter market on the
pink sheets or bulletin board for such security as reported by Bloomberg, or if
no sales price is so reported for such security, the last bid price of such
security as reported by Bloomberg or (iv) if fair market value cannot be
calculated as of such date on any of the foregoing bases, the fair market value
shall be as determined by the Board of Directors of the Company in the exercise
of its good faith judgment.


 


2.2 ISSUANCE OF NEW
WARRANTS. Upon any partial exercise of this Warrant, the Company, at its
expense, will forthwith and, in any event within five business days, issue and
deliver to the Holder a new warrant or warrants of like tenor, registered in
the name of the Holder, exercisable, in the aggregate, for the balance of the
number of shares of Common Stock remaining available for purchase under this
Warrant.


 


2.3 PAYMENT OF TAXES AND
EXPENSES. The Company shall pay any recording, filing, stamp or similar tax
which may be payable in respect of any transfer involved in the issuance of,
and the preparation and delivery of certificates (if applicable) representing, (i) any
Exercise Shares purchased upon exercise of this Warrant and/or (ii) new or
replacement warrants in the Holder’s name or the name of any transferee of all
or any portion of this Warrant; 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, delivery or
registration of any certificates for Exercise 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 Exercise Shares upon exercise hereof.


 


2.4 EXERCISE LIMITATIONS;
HOLDER’S RESTRICTIONS. A Holder shall not have the right to exercise any
portion of this Warrant, pursuant to Section 2 or otherwise, to the
extent that after giving effect to such issuance after exercise, such Holder
(together with such Holder’s affiliates), as set forth on the applicable Notice
of Exercise, would beneficially own in excess of 9.9% of the number of shares
of the Common Stock outstanding immediately after giving effect to such
issuance. For purposes of this Section 2.4, the number of shares of
Common Stock beneficially owned by such Holder and its affiliates shall include
the number of shares of Common Stock issuable upon exercise of this Warrant
with respect to which the determination of such sentence is being made, but
shall exclude the number of shares of Common Stock which would be issuable upon
(A) exercise of the remaining, nonexercised portion of this Warrant
beneficially owned by such Holder or any of its affiliates and (B) exercise
or conversion of the unexercised or nonconverted portion of any other
securities of the Company (including, without limitation, any other shares of
Common Stock or Warrants) subject to a limitation on conversion or exercise
analogous to the limitation contained herein beneficially owned by such Holder
or any of its affiliates. Except as set forth in the preceding sentence, for
purposes of this Section 2.4, beneficial ownership shall be
calculated in accordance with Section 13(d) of the Exchange Act, it
being acknowledged by a Holder that the Company is not representing to such
Holder that such calculation is in compliance with Section 13(d) of
the Exchange Act and such Holder is solely responsible for any schedules
required to be filed in accordance therewith. To the extent that the limitation
contained in this Section 2.4 applies, the determination of whether
this Warrant is exercisable (in relation to other securities owned by such
Holder) and of which a portion of this Warrant is exercisable shall be in the
sole discretion of a Holder, and the submission of a Notice of Exercise shall
be deemed to be each Holder’s determination of whether this Warrant is
exercisable (in relation to other securities owned by such Holder) and of which
portion of this Warrant is exercisable, in each case subject to such aggregate
percentage limitation, and the Company shall have no obligation to verify or
confirm the accuracy of such determination. For purposes of this Section 2.4,
in determining the number of outstanding shares of Common Stock, a Holder may
rely on the number of outstanding shares of Common Stock as reflected in (x) the
Company’s most recent Form 10-Q or Form 10-K, as 


 


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the
case may be, (y) a more recent public announcement by the Company or (z) any
other notice by the Company or the Company’s Transfer Agent setting forth the
number of shares of Common Stock outstanding. Upon the written or oral request
of a Holder, the Company shall within two Trading Days confirm orally and in
writing to such Holder the number of shares of Common Stock then outstanding.
In any case, the number of outstanding shares of Common Stock shall be
determined after giving effect to the conversion or exercise of securities of
the Company, including this Warrant, by such Holder or its affiliates since the
date as of which such number of outstanding shares of Common Stock was
reported. The provisions of this Section 2.4 may be waived by such
Holder, at the election of such Holder, upon not less than 61 days’ prior
notice to the Company, and the provisions of this Section 2.4 shall
continue to apply until such 61st day (or such later date, as determined by
such Holder, as may be specified in such notice of waiver).


 


3. COVENANTS
OF THE COMPANY.


 


3.1 COVENANTS AS TO
EXERCISE SHARES. The Company covenants and agrees that all Exercise Shares
that may be issued upon the exercise of the rights represented by this Warrant
will, upon issuance, be validly issued and outstanding, fully paid and
nonassessable, and free from all taxes, liens and charges with respect to the
issuance thereof. The Company further covenants and agrees that the Company
will at all times during the Exercise Period, have authorized and reserved,
free from preemptive rights, a sufficient number of shares of Common Stock to
provide for the exercise of the rights represented by this Warrant. If at any time
during the Exercise Period the number of authorized but unissued shares of
Common Stock shall not be sufficient to permit exercise of this Warrant, the
Company will take such corporate action as may, in the opinion of its counsel,
be necessary to increase its authorized but unissued shares of Common Stock to
such number of shares as shall be sufficient for such purposes.


 


3.2 NO IMPAIRMENT.
Except and to the extent as waived or consented to by the holder of the
Warrants representing a majority of the number of shares of Common Stock then
subject to outstanding Warrants, the Company will not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any
of the terms to be observed or performed hereunder by the Company, but will at
all times in good faith assist in the carrying out of all the provisions of
this Warrant and in the taking of all such action as may be necessary or
appropriate in order to protect the exercise rights of the Holder against
impairment.


 


3.3 NOTICES OF RECORD
DATE AND CERTAIN OTHER EVENTS. In the event of any taking by the Company of
a record of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any dividend or
other distribution, the Company shall mail to the Holder, at least ten (10) days
prior to the date on which any such record is to be taken for the purpose of
such dividend or distribution, a notice specifying such date. In the event of
any voluntary dissolution, liquidation or winding up of the Company, the
Company shall mail to the Holder, at least ten (10) days prior to the date
of the occurrence of any such event, a notice specifying such date. In the
event the Company authorizes or approves, enters into any agreement
contemplating, or solicits stockholder approval for any Fundamental
Transaction, as defined in Section 6 herein, the Company shall mail
to the Holder, at least ten (10) days prior to the date of the occurrence
of such event, a notice specifying such date.


 


4. ADJUSTMENT
OF EXERCISE PRICE AND SHARES.


 


(A) In the event of
changes in the outstanding Common Stock of the Company by reason of stock
dividends, split-ups, recapitalizations, reclassifications, combinations or
exchanges of shares, separations, reorganizations, liquidations, consolidation,
acquisition of the Company (whether through merger or acquisition of
substantially all the assets or stock of the Company), or the like, the number,
class and type of shares available under this Warrant in the aggregate and the
Exercise Price shall be correspondingly adjusted to give the Holder of this
Warrant, on exercise for the same aggregate Exercise Price, the total number,
class, and type of shares or other property as the Holder would have owned had
this Warrant been exercised prior to the event and had the Holder continued to
hold such shares until the event requiring adjustment. The form of this Warrant
need not be changed because of any adjustment in the number of Exercise Shares
subject to this Warrant.


 


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               (B) Upon
the occurrence of each adjustment pursuant to this Section 4, 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 Exercise 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 Transfer Agent.


 


     5. FRACTIONAL
SHARES. No fractional shares shall be issued upon the exercise of this
Warrant as a consequence of any adjustment pursuant hereto. All Exercise Shares
(including fractions) issuable upon exercise of this Warrant may be aggregated
for purposes of determining whether the exercise would result in the issuance
of any fractional share. If, after aggregation, the exercise would result in
the issuance of a fractional share, the Company shall, in lieu of issuance of
any fractional share, pay the Holder otherwise entitled to such fraction a sum
in cash equal to the product resulting from multiplying the then current fair
market value of an Exercise Share by such fraction.


 


     6. FUNDAMENTAL
TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the
Company effects any merger of the Company with or into another entity, (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 individual or entity) 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 (other than as a result of a subdivision or
combination of shares of Common Stock covered by Section 4 above)
(in any such case, a “Fundamental Transaction”),
then, upon any subsequent exercise of this Warrant, the Holder shall have the
right to receive, for each share underlying this Warrant that would have been
issuable upon such exercise immediately prior to the occurrence of such
Fundamental Transaction (disregarding any limitation on exercise contained
herein solely for the purpose of such determination), the number of shares of
Common Stock of the successor or acquiring corporation or of the Company, if it
is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable upon
or as a result of such reorganization, reclassification, merger, consolidation
or disposition of assets by a Holder of the number of shares of Common Stock
for which this Warrant is exercisable immediately prior to such event
(disregarding any limitation on exercise contained herein solely for the
purpose of such determination). For purposes of any such exercise, the
determination of the Exercise Price shall be appropriately adjusted to apply to
such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one share of Common Stock in such Fundamental
Transaction, and the Company shall apportion the Exercise Price among the
Alternate Consideration in a reasonable manner reflecting the relative value of
any different components of the Alternate Consideration. If holders of Common
Stock are given any choice as to the securities, cash or property to be
received in a Fundamental Transaction, then the Holder shall be given the same
choice as to the Alternate Consideration it receives upon any exercise of this
Warrant following such Fundamental Transaction. To the extent necessary to
effectuate the foregoing provisions, any successor to the Company or surviving
entity in such Fundamental Transaction shall issue to the Holder a new warrant
consistent with the foregoing provisions and evidencing the Holder’s right to
exercise such warrant into Alternate Consideration. The terms of any agreement
pursuant to which a Fundamental Transaction is effected shall include terms
requiring any such successor or surviving entity to comply with the provisions
of this Section 6 and ensuring that this Warrant (or any such
replacement security) will be similarly adjusted upon any subsequent
transaction analogous to a Fundamental Transaction.


 


     7. NO
STOCKHOLDER RIGHTS. Other than as provided in Section 3.3 or
otherwise herein, this Warrant in and of itself shall not entitle the Holder to
any voting rights or other rights as a stockholder of the Company.


 


     8. TRANSFER
OF WARRANT. Subject to applicable laws and the restriction on transfer set
forth in the Purchase Agreement, this Warrant and all rights hereunder are
transferable, by the Holder in person or by duly authorized attorney, upon
delivery of this Warrant and the form of assignment attached hereto to any
transferee designated by Holder. The transferee shall sign an investment letter
in form and substance reasonably satisfactory to the Company and its counsel. Any
proposed transfer of all or any portion of this Warrant in violation of the
provisions of this warrant or the Purchase Agreement shall be null and void.
Upon surrender of this Warrant and 


 


5

















 


delivery
of an assignment, the Company shall execute and deliver a new Warrant or
Warrants in the name of the transferee or transferees, as applicable, and in
the denomination or denominations specified in such instrument of assignment,
and shall issue to the transferor a new Warrant evidencing the portion of this
Warrant not so assigned, and this Warrant shall promptly be cancelled.


 


     9. LOST,
STOLEN, MUTILATED OR DESTROYED WARRANT. If this Warrant is lost, stolen,
mutilated or destroyed, the Company may, on such terms as to indemnity or
otherwise as it may reasonably impose (which shall, in the case of a mutilated
Warrant, include the surrender thereof), issue a new Warrant of like
denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.
Any such new Warrant shall constitute an original contractual obligation of the
Company.


 


     10. NOTICES,
ETC. All notices required or permitted hereunder shall be in writing and
shall be deemed effectively given: (a) upon personal delivery to the party
to be notified, (b) when sent by confirmed telex or facsimile if sent
during normal business hours of the recipient, if not, then on the next
business day, (c) five days after having been sent by registered or
certified mail, return receipt requested, postage prepaid, or (d) one day
after deposit with a nationally recognized overnight courier, specifying next
day delivery, with written verification of receipt. All communications shall be
sent to the Company at the address listed on the signature page hereto and
to Holder at the applicable address set forth on the applicable signature page to
the Purchase Agreement or at such other address as the Company or Holder may
designate by ten (10) days advance written notice to the other parties
hereto.


 


     11. ACCEPTANCE.
Receipt of this Warrant by the Holder shall constitute acceptance of and
agreement to all of the terms and conditions contained herein.


 


     12. GOVERNING
LAW. This Warrant and all rights, obligations and liabilities hereunder
shall be governed by, and construed in accordance with, the internal laws of
the State of New York, without giving effect to the principles of conflicts of
law that would require the application of the laws of any other jurisdiction.


 


     13. AMENDMENT
OR WAIVER. Any term of this Warrant may be amended or waived (either
generally or in a particular instance and either retroactively or
prospectively) with the written consent of the Company and the holders of the
Warrants representing a majority of the number of shares of Common Stock then
subject to outstanding Warrants. Notwithstanding the foregoing, (a) this
Warrant may be amended and the observance of any term hereunder may be waived
without the written consent of the Holder only in a manner which applies to all
Warrants in the same fashion and (b) the number of Exercise Shares subject
to this Warrant and the Exercise Price of this Warrant may not be amended, and
the right to exercise this Warrant may not be waived, without the written
consent of the Holder. The Company shall give prompt written notice to the
Holder of any amendment hereof or waiver hereunder that was effected without
the Holder’s written consent. No waivers of any term, condition or provision of
this Warrant, in any one or more instances, shall be deemed to be, or construed
as, a further or continuing waiver of any such term, condition or provision.


 


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     IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly
authorized officer as of March  , 2009.


 


	
   

  	
  OPTIMER PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  10110
  Sorrento Valley Road, Suite C

  
	
   

  	
   

  	
  San
  Diego, California 92121

  
						



 

















 


NOTICE OF EXERCISE


 


TO:
OPTIMER PHARMACEUTICALS, INC.


 


     (1) 
[_] The undersigned hereby elects to purchase                     
shares of the common stock, par value $0.001 (the “Common Stock”), of OPTIMER PHARMACEUTICALS, INC. (the “Company”) pursuant to the terms of the
attached Warrant, and tenders herewith payment of the exercise price in full,
together with all applicable transfer taxes, if any.


 


           [_]
The undersigned hereby elects to purchase                     
shares of Common Stock of the Company pursuant to the terms of the net exercise
provisions set forth in Section 2.1 of the attached Warrant, and
shall tender payment of all applicable transfer taxes, if any.


 


     (2) Please
issue the certificate for shares of Common Stock in the name of, and pay any
cash for any fractional share to:


 


	
   

  	
   

  	
   

  
	
   

  	
  Print or type name

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Social Security or other Identifying Number

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Street Address

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  City, State, Zip Code

  	
   

  



 


     (3) If
such number of shares shall not be all the shares purchasable upon the exercise
of the Warrants evidenced by this Warrant, a new warrant certificate for the
balance of such Warrants remaining unexercised shall be registered in the name
of and delivered to:


 


     Please
insert social security or other identifying number:                          


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Please print name and address)

  	
   

  



 


 


	
   

  	
   

  	
   

  
	
  (Date)

  	
   

  	
  (Signature)  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Print name)

  



 

















 


ASSIGNMENT FORM


 


(To assign the foregoing
Warrant, execute this form and supply required information.  Do not use this form to purchase shares.)


 


FOR VALUE RECEIVED, the
foregoing Warrant and all rights evidenced thereby are hereby assigned to


 


	
  Name:

  	
   

  
	
  (Please Print)

  
	
   

  
	
  Address:

  	
   

  
	
  (Please Print)

  
			



 


 


Dated:                      ,
20  


 


	
  Holder’s

  	
   

  
	
  Signature:

  	
   

  	
   

  
			



 


	
  Holder’s

  	
   

  
	
  Address:

  	
   

  	
   

  
			



 


 


NOTE:  The
signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatever.  Officers of
corporations and those acting in a fiduciary or other representative capacity should
file proper evidence of authority to assign the foregoing Warrant.