Exhibit 4.4 to CapSource Financial, Inc. Form 8-K/A Amendment 3 dated May 1, 2006








Exhibit 4.4  


WARRANT


THIS WARRANT AND THE COMMON STOCK ISSUABLE
UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED OR UNDER STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON
STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
AS TO THIS WARRANT UNDER SAID ACT OR STATE LAWS OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO CAPSOURCE FINANCIAL, INC. THAT SUCH REGISTRATION IS
NOT REQUIRED.


Right to Purchase 2,500,000 shares of Common
Stock of 

CapSource Financial, Inc. (subject to adjustment as provided herein)


COMMON STOCK PURCHASE WARRANT 


	
 

	
 


	
No. 2006-008

	
Issue Date
  May 1, 2006





          CAPSOURCE
FINANCIAL, INC., a corporation organized under the laws of Colorado (the
“Company”), hereby certifies that, for value received, Pandora Select Partners
L.P. (the “Holder”), or its assigns, is entitled, subject to the terms set
forth below, to subscribe for and purchase from the Company from and after the
Issue Date of this Warrant and at any time or from time to time before 5:00
p.m., Boulder, Colorado time, through five (5) years after such date (the
“Expiration Date”), up to 2,500,000 fully paid and nonassessable shares of Common
Stock (as hereinafter defined) of the Company at a purchase price of $.90 per
share (the “Purchase Price”), upon submission to and acceptance by the Company
the Form of Subscription (attached as Exhibit A) together with payment of the
total Purchase Price for the number of shares of Common Stock subscribed for.
The number and character of such shares of Common Stock and the Purchase Price
are subject to adjustment as provided herein 


          1.
Definitions.


          As
used herein the following terms, unless the context otherwise requires, have
the following respective meanings:


          (a)
The term “Business Day” shall mean a day other than a Saturday or Sunday or a
day on which the Securities and Exchange Commission or banks in the State of
Minnesota are authorized or required to be closed.


          (b)
The term “Company” shall include CapSource Financial, Inc. and any corporation
which shall succeed or assume the obligations of CapSource Financial, Inc.
hereunder.


          (c)
The term “Common Stock” includes (i) the Company’s Common Stock, $.01 par value
per share, (ii) any other capital stock of any class or classes (however
designated) of the Company, authorized on or after such date, the Holders of
which shall have the right, without limitation as to amount, either to all or
to a share of the balance of current dividends and liquidating dividends after
the payment of dividends and distributions on any shares entitled to
preference, and the Holders of which shall ordinarily, in the absence of
contingencies, be entitled to vote for the election of a majority of 






directors of
the Company (even if the right so to vote has been suspended by the happening
of such a contingency) and (iii) any other securities into which or for which
any of the securities described in (i) or (ii) may be converted or exchanged
pursuant to a plan of recapitalization, reorganization, merger, sale of assets
or otherwise.


          (d)
The term “Other Securities” refers to any stock (other than Common Stock) and
other securities of the Company or any other person (corporate or otherwise)
which the Holder of the Warrant at that time shall be entitled to receive, or
shall have received, on the exercise of the Warrant, in lieu of or in a number
of duly and validly issued, fully paid and nonassessable shares of Common Stock
(or Other Securities) to which such Holder shall be entitled on such exercise,
plus, in lieu of any fractional share to which such Holder would otherwise be
entitled, cash equal to such fraction multiplied by the then Fair Market Value
of one full share, together with any other stock or other securities and
property (including cash, where applicable) to which such Holder is entitled
upon such exercise. 


          2.
Exercise of Option.


                    2.1
Method of Exercise. To exercise this Warrant in whole or in part, the
Holder shall deliver on any Business Day to the Company at its principal place
of business this Warrant, a written notice in substantially the Form of
Subscription attached hereto as Exhibit A, of the Holder’s election to exercise
this Warrant, which notice shall specify the number of Warrant Shares to be
purchased (which shall be a whole number of shares if for less than all the
Warrant Shares then issuable hereunder), and payment of the Exercise Price (as
defined below) with respect to such Warrant Shares. Such payment may be made,
at the option of the Holder, either (a) by cash, certified or bank cashier’s
check or wire transfer in an amount equal to the product of the Purchase Price times
the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is
being exercised or (b) by a “cashless exercise” of this Warrant, in which event
the Holder shall receive from the Company the number of Warrant Shares equal to
(i) the number of Warrant Shares as to which this Warrant is being exercised
minus (ii) the number of Warrant Shares having an aggregate value determined by
reference to the Closing Price (as defined below) on the Business Day
immediately prior to the date of such exercise, equal to the product of (x) the
Exercise Price times (y) the number of Warrant Shares as to which this Warrant
is being exercised. The term “Closing Price” shall mean the last sale price at
which a share of the Company’s Common Stock was sold as of the end of a
Business Day as published on the OTC Bulletin Board or such other exchange or
automatic quotation system on which the Company’s Common Stock is then listed.


          The
Company shall, as promptly as practicable and in any event within seven (7)
days after receipt of such notice and payment, execute and deliver or cause to
be executed and delivered, in accordance with such notice, a certificate or
certificates representing the Warrant Shares so acquired. The certificate or
certificates so delivered shall be in such denominations as may be specified in
such notice, and shall be issued in the name of the Holder or such other name
or names as shall be designated in such notice. This Warrant shall be deemed to
have been exercised and such certificate or certificates shall be deemed to
have been issued, and such Holder or any other person so designated to be named
therein shall be deemed for all purposes to have become a holder of record of
Warrant Shares, as of the date the aforementioned notice and payment is
received by the Company. If this Warrant shall have been exercised only in
part, the Company shall, at the time of delivery of such certificate or
certificates, deliver to the Holder a new Warrant evidencing the right to
purchase the remaining shares of Common Stock issuable under this Warrant,
which new Warrant shall, in all other respects, be identical to this Warrant.
The Company shall pay all expenses, stamp, documentary and similar taxes and
other charges payable in connection with the preparation, issuance and delivery
of share certificates and new Warrants under this provision.






                    2.2
Warrant Shares to Be Fully Paid And Nonassessable. All Warrant Shares
issued upon the exercise of this Warrant shall be validly issued, fully paid
and nonassessable.


                    2.3
Legend. Each certificate for Warrant Shares issued upon exercise of this
Warrant, shall, unless at the time of exercise such shares are registered under
the Securities Act, bear the following legend:


	
 

	
 


	
 

	
“THIS
  WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
  BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE
  SECURITIES LAW. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF
  THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
  THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER
  SAID ACT OR LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
  CAPSOURCE FINANCIAL, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.”





          Any
certificate issued at any time in exchange or substitution for any certificate
bearing such legend (except a new certificate issued upon completion of a
public offering pursuant to a registration statement under the Securities Act)
shall also bear such legend unless, in the opinion of counsel selected by the
Holder of such certificate (who may be an employee of such Holder) and
reasonably acceptable to the Company, the securities represented thereby need
no longer be subject to restrictions on resale under the Securities Act.


          3.
Adjustment for Reorganization, Consolidation, Merger, etc.


                    3.1
Reorganization, Consolidation, Merger, etc. In case at any time or from
time to time, the Company shall (a) effect a reorganization, (b) consolidate
with or merge into any other person or (c) transfer all or substantially all of
its properties or assets to any other person under any plan or arrangement
contemplating the dissolution of the Company, then, in each such case, as a
condition to the consummation of such a transaction, proper and adequate
provision shall be made by the Company whereby the Holder of this Warrant, on
the exercise hereof as provided in Section 2, at any time after the
consummation of such reorganization, consolidation or merger or the effective
date of such dissolution, as the case may be, shall receive, in lieu of the
Common Stock (or Other Securities) issuable on such exercise prior to such
consummation or such effective date, the stock and other securities and
property (including cash) to which such Holder would have been entitled upon
such consummation or in connection with such dissolution, as the case may be,
if such Holder had so exercised this Warrant, immediately prior thereto, all subject
to further adjustment thereafter as provided in Section 4.


                    3.2
Dissolution. In the event of any dissolution of the Company following
the transfer of all or substantially all of its properties or assets, the
Company, prior to such dissolution, shall at its expense deliver or cause to be
delivered the stock and other securities and property (including cash, where
applicable) receivable by the Holders of the Warrants after the effective date
of such dissolution pursuant to this Section 3 to a bank or trust company
having its principal office in Minneapolis, Minnesota, as trustee (the
“Trustee”) for the Holder or Holders of the Warrants.


                    3.3
Continuation of Terms. Upon any reorganization, consolidation, merger or
transfer (and any dissolution following any transfer) referred to in this
Section 3, this Warrant shall continue in full force and effect and the terms
hereof shall be applicable to the shares of stock and other 






securities and
property receivable on the exercise of this Warrant after the consummation of
such reorganization, consolidation or merger or the effective date of
dissolution following any such transfer, as the case may be, and shall be
binding upon the issuer of any such stock or other securities, including, in
the case of any such transfer, the person acquiring all or substantially all of
the properties or assets of the Company, whether or not such person shall have
expressly assumed the terms of this Warrant as provided in Section 5. In the
event this Warrant does not continue in full force and effect after the
consummation of the transaction described in this Section 3, then only in such
event will the Company’s securities and property (including cash, where
applicable) receivable by the Holders of the Warrants be delivered to the
Trustee as contemplated by Section 3.2.


          4.
Extraordinary Events Regarding Common Stock. In the event that the
Company shall (a) issue additional shares of the Common Stock as a dividend or
other distribution on outstanding Common Stock, (b) subdivide its outstanding
shares of Common Stock or (c) combine its outstanding shares of the Common
Stock into a smaller number of shares of the Common Stock, then, in each such
event, the Purchase Price shall, simultaneously with the happening of such
event, be adjusted by multiplying the then Purchase Price by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common Stock outstanding immediately after such event, and the
product so obtained shall thereafter be the Purchase Price then in effect. The
Purchase Price, as so adjusted, shall be readjusted in the same manner upon the
happening of any successive event or events described herein in this Section 4.
The number of shares of Common Stock that the Holder of this Warrant shall
thereafter, on the exercise hereof as provided in Section 2, be entitled to
receive shall be increased to a number determined by multiplying the number of
shares of Common Stock that would otherwise (but for the provisions of this
Section 4) be issuable on such exercise by a fraction of which (a) the
numerator is the Purchase Price that would otherwise (but for the provisions of
this Section 4) be in effect, and (b) the denominator is the Purchase Price in
effect on the date of such exercise.


          5.
Certificate as to Adjustments. In each case of any adjustment or
readjustment in the shares of Common Stock (or Other Securities) issuable on
the exercise of the Warrants, the Company at its expense will promptly cause
its Chief Financial Officer or other appropriate designee to compute such
adjustment or readjustment in accordance with the terms of the Warrant and prepare
a certificate setting forth such adjustment or readjustment and showing in
detail the facts upon which such adjustment or readjustment is based, including
a statement of (a) the consideration received or receivable by the Company for
any additional shares of Common Stock (or Other Securities) issued or sold or
deemed to have been issued or sold, (b) the number of shares of Common Stock
(or Other Securities) outstanding or deemed to be outstanding and (c) the
Purchase Price and the number of shares of Common Stock to be received upon
exercise of this Warrant, in effect immediately prior to such adjustment or
readjustment and as adjusted or readjusted as provided in this Warrant. The
Company will forthwith mail a copy of each such certificate to the Holder of
the Warrant.


          6.
Reservation of Stock, etc, Issuable on Exercise of Warrant; Financial
Statements. From and after the Issue Date of this Warrant, the Company will
at all times reserve and keep available, solely for issuance and delivery on
the exercise of the Warrants, all shares of Common Stock (or Other Securities)
from time to time issuable on the exercise of the Warrant. This Warrant
entitles the Holder hereof to receive copies of all financial and other
information distributed or required to be distributed to the Holders of the
Company’s Common Stock.


          7.
Assignment; Exchange of Warrant. Subject to compliance with applicable
securities laws, this Warrant, and the rights evidenced hereby, may be
transferred by any registered Holder hereof (a “Transferor”) with respect to
any or all of the Shares. On the surrender for exchange of this Warrant, with
the Transferor’s endorsement in the form of Exhibit B attached hereto (the
“Transferor Endorsement 






Form”) and
together with evidence reasonably satisfactory to the Company demonstrating
compliance with applicable securities laws, the Company at its expense, but
with payment by the Transferor of any applicable transfer taxes) will issue and
deliver to or on the order of the Transferor thereof a new Warrant or Warrants
of like tenor, in the name of the Transferor and/or the transferee(s) specified
in such Transferor Endorsement Form (each a “Transferee”), calling in the
aggregate on the face or faces thereof for the number of shares of Common Stock
called for on the face or faces of the Warrant so surrendered by the
Transferor.


          8.
Replacement of Warrant. On receipt of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of this Warrant
and, in the case of any such loss, theft or destruction of this Warrant, on
delivery of an indemnity agreement or security reasonably satisfactory in form
and amount to the Company or, in the case of any such mutilation, on surrender
and cancellation of this Warrant, the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.


          9.
Registration Rights. The Company grants registration rights to the
Holder of this Warrant for any shares of Common Stock exercisable hereof under
the same terms as set forth in the Securities Purchase Agreement and
Registration Rights Agreement, each dated of even date herewith between the
Company and the initial Holder hereof.


          10.
Indemnification. The Company shall indemnify, defend and hold harmless
the Holder and its respective officers, directors, underwriters and each other
person, if any, who controls such Holder or underwriter within the meaning of
the Securities Act or the Exchange Act, including its assigns, against any losses,
claims, damages or liabilities to which the Holder or any of the foregoing
persons may become subject or claimed to be subject, to the fullest extent as
provided under and as set forth in the Securities Purchase Agreement.


          11.
Transfer on the Company’s Books. Until this Warrant is transferred on
the books of the Company, the Company may treat the registered Holder hereof as
the absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.


          12.
Notices. All notices and other communications from the Company to the
Holder of this Warrant shall be mailed by first class registered or certified
mail, postage prepaid, at such address as may have been furnished to the
Company in writing by such Holder or, until any such Holder furnishes to the
Company an address, then to, and at the address of, the last Holder of this
Warrant who has so furnished an address to the Company.


          13.
Miscellaneous. This Warrant and any term hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is
sought. This Warrant shall be construed and enforced in accordance with and
governed by the laws of Minnesota, without regard to principles of conflicts of
laws. Any dispute relating to this Warrant shall be adjudicated in state or
federal courts located in the State of Minnesota. The headings in this Warrant
are for purposes of reference only, and shall not limit or otherwise affect any
of the terms hereof. The invalidity or unenforceability of any provision hereof
shall in no way affect the validity or enforceability of any other provision.


[signature page follows]






          IN
WITNESS WHEREOF, the Company has executed this Warrant as of the date first
written above.


	
 

	
 

	
 

	
 

	
 


	
 

	
CAPSOURCE
  FINANCIAL, INC.


	
 

	
a Colorado
  corporation


	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
its:

	
 


	
 

	
 

	
 

	



	
 

	
 


	
Witness:

	
 


	
 

	
 


	


	
 

	
 










Exhibit A

FORM OF SUBSCRIPTION

(to be signed only on exercise of Warrant)


TO: CAPSOURCE
FINANCIAL, INC.


The
undersigned, pursuant to the provisions set forth in the attached Common Stock
Purchase Warrant (No. ______), hereby irrevocably elects to purchase:


________
shares of the Common Stock covered by such Warrant


The
undersigned herewith makes payment of the full purchase price for such shares
at the price per share provided for in such Warrant, which is $________, as
follows:


	
 

	
 

	
 


	
 

	
o

	
in lawful
  money of the United States; or


	
 

	
 

	
 


	
 

	
o

	
by “cashless
  exercise” as provided in Section 2.1(b) of the Common Stock Purchase Warrant.





The
undersigned requests that the certificates for such shares be issued in the
name of, and delivered to __________________________________________________,
whose address is :


	
 

	
 


	


	
 


	


	
 


	


	
 





The
undersigned represents and warrants that all offers and sales by the
undersigned of the securities issuable upon exercise of the within Warrant
shall be made pursuant to registration of the Common Stock under the Securities
Act of 1933, as amended, or pursuant to an exemption from registration under
the such Act.


	
Date:___________________

	



	
 

	
(Signature
  must conform to name of Holder as 

  specified on the face of the Warrant)


	
 

	
 


	
 

	



	
 

	



	
 

	
(Address)










Exhibit B
FORM OF TRANSFEROR ENDORSEMENT

(To be signed only on transfer of Warrant)


                    For
value received, the undersigned hereby sells, assigns, and transfers unto the
person(s) named below under the heading “Transferees” the right represented by
the within Warrant to purchase the percentage and number of shares of Common
Stock of CAPSOURCE FINANCIAL, INC. to which the within Warrant relates
specified under the headings “Percentage Transferred” and “Number Transferred,”
respectively, opposite the name(s) of such person(s) and appoints each such
person Attorney to transfer its respective right on the books of CAPSOURCE
FINANCIAL, INC. with full power of substitution in the premises.


	
 

	
 

	
 

	
 

	
 


	
Transferees 

	
 

	
Percentage Transferred 

	
 

	
Number Transferred 


	


	
 

	


	
 

	



	


	
 

	


	
 

	



	


	
 

	


	
 

	



	


	
 

	


	
 

	









	
 

	
 

	
 


	
Date: ___________________,____________________

	
 

	


(Signature
  must conform to name of Holder as specified on the face of the warrant)

	
 

	
 

	
 


	
Signed in
  the presence of:

	
 

	
 


	
 

	
 

	
 


	


	
 

	



	
          (Name)

	
 

	



	
 

	
 

	
          (address)


	
 

	
 

	
 


	
ACCEPTED AND
  AGREED:

	
 

	



	
[TRANSFEREE]

	
 

	



	
 

	
 

	
          (address)


	
 

	
 

	
 


	


	
 

	
 


	
          (Name)