exv10w27



 






Exhibit 10.27



NANOSPHERE, INC.




NOTE AND WARRANT PURCHASE AGREEMENT




DECEMBER 9, 2005




 









 





NOTE AND WARRANT PURCHASE AGREEMENT




     THIS NOTE AND WARRANT PURCHASE AGREEMENT (“Agreement”) is made as of December 9, 2005
by and between Nanosphere, Inc., a Delaware corporation (the “Company”), and Lurie
Investment Fund, L.L.C., a Delaware limited liability company (the “Lender”).



     WHEREAS, the Lender intends to loan Five Million Dollars ($5,000,000) to the Company (the
“Total Consideration”);



     WHEREAS, the parties intend for the Company to issue in return for the Total Consideration (i)
a promissory note and (ii) a Five Hundred Thousand Dollar ($500,000) warrant to purchase shares of
securities to be issued and sold in the first sale of preferred stock or other shares of capital
stock of the Company after the date hereof (the “Next Equity Securities”) which results in
gross proceeds to the Company of at least Twenty Five Million Dollars ($25,000,000), excluding the
conversion of indebtedness and exercise of warrants and cash investments by existing Company
investors (the “Next Equity Financing”);



     WHEREAS, the parties hereto wish to provide for the sale and issuance of such note and warrant
in return for the Total Consideration paid to the Company;



     NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:



     1. Amount and Terms of the Note; Terms of Warrant.





	 	1.1	 	Promissory Note and Warrant.






               (a) Issuance. In return for the Total Consideration paid by the Lender, the Company
shall sell and issue to such Lender a promissory note in the form attached hereto as Exhibit
A (the “Note”) and a warrant to purchase shares of the Next Equity Securities (the
“Warrant Shares”) in the form attached hereto as Exhibit B (the “Warrant”).




               (b) Promissory Note. The Note shall have an initial principal balance equal to the
Total Consideration and shall be dated as of the date the Total Consideration is paid to the
Company. After consideration of all relevant factors, the Company and the Lender agree that the
fair market value as of the date hereof of the Note is deemed to equal Four Million Nine Hundred
Ninety Nine Thousand Dollars ($4,999,000).




               (c) Warrant. The Warrant shall be exercisable, at the sole option of the Lender,
after the closing of the Next Equity Financing, for that number of shares of Next Equity Securities
equal to the quotient obtained by dividing (i) Five Hundred Thousand Dollars ($500,000) by (ii) the
price per security at which such Next Equity Securities are sold in such Next Equity Financing.
After consideration of all relevant factors, the Company and the Lender agree that the fair market
value as of the date hereof of the Warrant is deemed to equal One Thousand Dollars ($1,000).



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          1.2 Closing. The closing (the “Closing”) of the purchase of the Note and
Warrant in return for the Total Consideration shall take place at the offices of Neal, Gerber &
Eisenberg LLP, Two North LaSalle Street, Suite 2200, Chicago, Illinois, at [10:00] [a].m.,
on December 9, 2005, or at such other time and place as the Company and the Lender agree upon
orally or in writing. At the Closing, the Lender shall deliver the Total Consideration to the
Company by check or wire transfer of immediately available funds and the Company shall deliver to
the Lender the Note and Warrant executed by the Company in return for the Total Consideration paid
to the Company.




     2. Representations and Warranties of the Company. In connection with the transactions
provided for herein, the Company hereby represents and warrants to the Lender that:



          2.1 Organization, Good Standing, and Qualification. The Company is a corporation duly
organized, validly existing, and in good standing under the laws of the State of Delaware and has
all requisite corporate power and authority to carry on its business as now conducted and as
proposed to be conducted. The Company is duly qualified to transact business and is in good
standing in each jurisdiction in which the failure to so qualify would have a material adverse
effect on its business or properties.




          2.2 Authorization. All corporate action on the part of the Company, its officers,
directors, and stockholders necessary for the authorization, execution, and delivery of this
Agreement, the performance of all obligations of the Company hereunder, and the authorization,
issuance (or reservation for issuance), and delivery of the Note, the Warrant and, subject to
Section 4.11 hereof, the Warrant Shares has been taken or will be taken prior to the Closing. This
Agreement, the Note and the Warrant constitute the Company’s valid and legally binding obligations,
enforceable in accordance with their terms.




          2.3 Valid Issuance of Warrant Shares. The Warrant Shares, when issued, sold, and
delivered in accordance with the terms of the Warrant for the consideration expressed therein,
shall be duly and validly issued, fully paid, and nonassessable and, based in part upon the
representations of the Lender in this Agreement, will be issued in compliance with all applicable
federal and state securities laws.




     3. Representations and Warranties of the Lender. In connection with the transactions
provided for herein, the Lender hereby represents and warrants to the Company that:



          3.1 Authorization. This Agreement constitutes the Lender’s valid and legally binding
obligation, enforceable in accordance with its terms.




          3.2 Purchase Entirely for Own Account. The Lender acknowledges that this Agreement is
made with the Lender in reliance upon the Lender’s representation to the Company that the Note, the
Warrant and the Warrant Shares (collectively, the “Securities”) will be acquired for
investment for the Lender’s own account, not as a nominee or agent, and, except as contemplated by
Section 4.1 hereof, not with a
view to the resale or distribution of any part thereof, and that, except as contemplated by
Section 4.1 hereof, the Lender has no present intention of selling, granting any participation, or
otherwise distributing the same. By executing
 

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this Agreement, the Lender further represents that,
except as contemplated by Section 4.1 hereof, it does not have any contract, undertaking,
agreement, or arrangement with any person to sell, transfer, or grant participations to such person
or to any third person, with respect to the Securities. The Lender represents that it has full
power and authority to enter into this Agreement.




          3.3 Disclosure of Information. The Lender acknowledges that it has received all the
information it considers necessary or appropriate for deciding whether to acquire the Note and
Warrant. The Lender further represents that it has had an opportunity to ask questions and receive
answers from the Company regarding the terms and conditions of the offering of the Note and
Warrant.




          3.4 Investment Experience. The Lender is an investor in securities of companies in
the development stage and acknowledges that it is able to fend for itself, can bear the economic
risk of its investment, and has such knowledge and experience in financial or business matters that
it is capable of evaluating the merits and risks of the investment in the Securities. The Lender
also represents it has not been organized solely for the purpose of acquiring the Securities.




          3.5 Accredited Investor. The Lender is an “accredited investor” within the meaning of
Rule 501 of Regulation D of the Securities Act of 1933, as amended (the “Act”).




          3.6 Restricted Securities. The Lender understands that the Securities are
characterized as “restricted securities” under the federal securities laws inasmuch as they are
being acquired from the Company in a transaction not involving a public offering and that under
such laws and applicable regulations such securities may be resold without registration under the
Act only in certain limited circumstances.




          3.7 Further Limitations on Disposition. Without in any way limiting the
representations set forth above, the Lender further agrees not to make any disposition of all or
any portion of the Securities unless:




               (a) There is then in effect a registration statement under the Act covering such proposed
disposition and such disposition is made in accordance with such registration statement; or



               (b) (i) if the Lender shall have notified the Company of the proposed disposition and shall
have furnished the Company with a detailed statement of the circumstances surrounding the proposed
disposition, and (ii) if reasonably requested by the Company, the Lender shall have furnished the
Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition
will not require registration of such shares under the Act. It is agreed that the Company will not
require opinions of counsel for transactions made pursuant to Rule 144 under the Act except in
extraordinary circumstances.



          3.8 Legends. It is understood that the Securities may bear the following legend:




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     “These securities have not been registered under the Securities Act of 1933. They may not be
sold, offered for sale, pledged, hypothecated, or otherwise transferred except pursuant to an
effective registration statement under the Securities Act of 1933 or an opinion of counsel
reasonably satisfactory to the Company that registration is not required under such Act or unless
sold pursuant to Rule 144 under such Act.”



     4. Miscellaneous.



          4.1 Subsequent Offering. The parties agree that, subsequent to the Closing, the
Company shall offer the right to participate in a financing on substantially the same terms as
those contained herein with an aggregate additional amount up to Three Hundred Thirty Two Thousand,
Nine Hundred Forty Five Dollars 12/100 ($332,945.12) as may be appropriate or necessary for the
Company to comply with any contractual preemptive rights binding the Company (the “Subsequent
Offering”). The parties agree that, prior to the closing of the Subsequent Offering, this
Agreement, the Note (provided that the dollar amount thereof will not be reduced), the Warrant and
all other documents contemplated hereby may be amended or supplemented by separate agreements
drafted by counsel to the Lender (subject to the Company’s approval) to account for and accommodate
any other lenders participating in the Subsequent Offering. The parties agree that the closing of
the Subsequent Offering will take place no later than January 16, 2006. If such offering does not
close by such date, this Agreement, the Note, the Warrant and any other documents contemplated
hereby shall continue in effect and, except as provided in the following sentence, no subsequent
modifications shall be made thereto.




          4.2 Successors and Assigns. Except as otherwise provided herein, the terms and
conditions of this Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended
to confer upon any party other than the parties hereto or their respective successors and assigns
any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement.




          4.3 Governing Law. This Agreement shall be governed by and construed under the laws
of the State of Delaware as applied to agreements among Delaware residents, made and to be
performed entirely within the State of Delaware.




          4.4 Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Any signature delivered by a party by facsimile transmission shall be deemed to be an
original signature hereto.




          4.5 Titles and Subtitles. The titles and subtitles used in this Agreement are used
for convenience only and are not to be considered in construing or interpreting this Agreement.




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          4.6 Notices. All notices and other communications required or permitted hereunder
shall be in writing and may be delivered in person, by telecopy with written confirmation,
overnight delivery service or U.S. mail, in which event it may be mailed by first-class, certified
or registered, postage prepaid, addressed as follows:



If to the Company:



Nanosphere, Inc.

4088 Commercial Avenue

Northbrook, Illinois 60062

Attn.: Chief Financial Officer

Fax: (847) 400-9199



With a copy to:



Paul, Hastings, Janofsky & Walker LLP

1055 Washington Boulevard

Stamford, Connecticut 06901

Attn.: Esteban A. Ferrer, Esq.

Fax: (203) 674-7644



If to the Lender:



Lurie Investment Fund, L.L.C.

Two North Riverside Plaza

Suite 1500

Chicago, Illinois 60606

Attn.: William White

Fax: (312) 466-3700



With a copy to:



Neal, Gerber & Eisenberg LLP

2 North LaSalle Street

Suite 2100

Chicago, Illinois 60602

Attn.: Jon Wasserman

Fax: (312) 269-1747




          Each such notice or other communication shall for all purposes under this Agreement be treated
as effective or having been given when delivered if delivered personally or, if sent by mail, at
the earlier of its receipt or seventy-two (72) hours after the same has been deposited in a
regularly maintained receptacle for the deposit of the United States mail, addressed and mailed as
aforesaid, or, if sent by telecopier with written confirmation, at the earlier of (a) twenty-four
(24) hours after confirmation of transmission by the sending telecopier machine or (b) delivery of
written confirmation.




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          4.7 Finder’s Fee. Each party represents that it neither is nor will be obligated for
any finder’s fee or commission in connection with this transaction. The Lender agrees to indemnify
and to hold harmless the Company from any liability for any commission or compensation in the
nature of a finder’s fee (and the costs and expenses of defending against such liability or
asserted liability) for which the Lender or any of its officers, partners, employees, or
representatives is responsible. The Company agrees to indemnify and hold harmless the Lender from
any liability for any commission or compensation in the nature of a finder’s fee (and the costs and
expenses of defending against such liability or asserted liability) for which the Company or any of
its officers, employees, or representatives is responsible.




          4.8 Transaction Expenses. The Company shall pay, and shall hold the Lender harmless
against liability for the payment of, the reasonable fees and expenses (including legal fees and
expenses) incurred by or on behalf of the Lender in connection with (a) the negotiation and
execution of this Agreement and the other documents contemplated hereby and the consummation of the
transactions contemplated hereby, (b) any amendments or waivers in respect of this Agreement or
such other documents, and (c) the successful enforcement of the rights granted under this Agreement
or the other documents contemplated hereby.




          4.9 Expenses. If any action at law or in equity is necessary to enforce or interpret
the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees,
costs and necessary disbursements in addition to any other relief to which such party may be
entitled.




          4.10 U.S. Dollars. All references in this Agreement to “dollars,”, “U.S.$” and “$”
are to United States dollars.




          4.11 Reservation of Shares. The Company shall have sufficient shares of the
appropriate class and series of its capital stock reserved at or prior to the time that the Lender
exercises the Warrant.




          4.12 Entire Agreement; Amendments and Waivers. This Agreement and the other documents
delivered pursuant hereto constitute the full and entire understanding and agreement between the
parties with regard to the subjects hereof and thereof. Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively), with the written consent of the Company and
the Lender. Any waiver or amendment effected in accordance with this Section shall be binding upon
each holder of any securities purchased under this Agreement at the time outstanding (including
securities into which such securities have been converted), each future holder of all such
securities and the Company.




          4.13 Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, such provision shall be excluded from this Agreement and the
balance of the Agreement shall be interpreted as if such provision were so excluded and shall be
enforceable in accordance with its terms.




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          4.14 Understanding Among Potential Lenders. The determination of any lender to
participate in the Subsequent Offering shall be made by such lender independent of any other
lender, including the Lender, and independent of any statements or opinions as to the advisability
of such participation or as to the properties, business, prospects or conditions (financial or
otherwise) of the Company which may have been made or given by any other lender or by any agent or
employee of any other lender. In addition, in such Subsequent Offering, it shall be acknowledged
by each of the other lenders that neither the Lender nor its affiliates or counsel has acted as an
agent of or counsel to any other lender in connection with its participation in the Subsequent
Offering and that neither the Lender nor its affiliates or counsel shall be acting as an agent of
or counsel to such lender in connection with monitoring its participation therein.




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          IN WITNESS WHERE, the parties have executed this Agreement as of the date first above written.




	 	 	 	 	 	 	 
	 	 	THE COMPANY:	 	 
	 
	 	 	 	 	 	 
	 	 	NANOSPHERE, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/
William P. Moffitt	 	 
	 

	 	Name:
	 	 

William P. Moffitt
	 	 
	 

	 	Title:
	 	President and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	THE LENDER:	 	 
	 
	 	 	 	 	 	 
	 	 	LURIE INVESTMENT FUND, L.L.C.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/
Mark Slezak	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 






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EXHIBIT A




PROMISSORY NOTE




NANOSPHERE, INC.

UNSECURED PROMISSORY NOTE




			
	$5,000,000.00
	 	Chicago, Illinois

December 9, 2005






     FOR VALUE RECEIVED, NANOSPHERE, INC., a Delaware corporation (the “Company”) hereby
absolutely and unconditionally promises to pay to the order of Lurie Investment Fund, L.L.C. or its
assigns (the “Lender,” which term shall include the holder, from time to time, of this
Note), the principal amount of Five Million and 00/100 Dollars ($5,000,000.00) in legal tender of
the United States, together with interest (computed on the basis of a 360-day year of twelve 30-day
months for actual days elapsed) on such principal amount outstanding from time to time at the rate
of ten percent (10.0%) per annum. After the earlier of the Maturity Date (hereinafter defined) or
the occurrence of an Event of Default (hereinafter defined), the total unpaid indebtedness
hereunder shall bear interest at a rate equal to fourteen percent (14%) per annum.



     1. Repayments and Prepayments.



          (a) Subject to Section 2(a) or 4(a) hereof, all principal, accrued interest and all other
amounts owing under this Note shall be due and payable on the earlier of (a) the closing of the
Company’s first equity financing after the issuance of this Note which results in gross proceeds to
the Company of at least Twenty Five Million Dollars ($25,000,000) (excluding amounts received on
conversion of any promissory notes to the Company or exercise of any warrants and excluding cash
investments by existing Company investors) or (b) April 30, 2006 (the “Maturity Date”).




          (b) All payments received under this Note shall be applied first to costs, expenses and other
amounts (other than principal and interest), then to accrued interest on the date of payment and
then to the outstanding principal balance of this Note.




          (c) All payments of principal and interest shall be made to the holder of this Note not later
than 1:00 p.m. (Chicago time) on the date and at the place of payment designated by the holder
hereof as aforesaid, and any payment received on such date but after such hour shall be deemed to
have been paid to and received by the holder hereof on the next succeeding business day. If the
date on which any payment is required to be made pursuant to this Note is not a business day, then
such payment shall be due and payable on the next succeeding date which is not a Saturday, Sunday
or legal holiday, and such extension of time shall be included in computing interest. All payments
hereunder shall be made without set-off, counterclaim or reduction of any kind or nature
whatsoever.




     2. Events of Default.



          (a) Upon the occurrence of any Event of Default (as defined below), the entire unpaid
principal balance of this Note and all of the unpaid interest accrued thereon and all other amounts
owing hereunder shall be immediately due and payable and the Lender shall have all legal and
equitable rights of holders of unsecured debt instruments, whether at law, in equity or under this
Note. For purposes of this Note, the following events shall each constitute an “Event




 









 




of Default”:
(i) failure to pay any amount owing by the Company hereunder when due and payable, (ii) the
initiation of any bankruptcy, insolvency, moratorium, receivership or reorganization by or against
the Company, or a general assignment of assets by the Company for the benefit of creditors, (iii)
the material breach of any representation or warranty of the Company contained in this Note at the
time when such representation or warranty is made, (iv) the breach of any of the covenants set
forth in this Note, or (v) any of the Company’s indebtedness for borrowed money (or any guaranty by
the Company thereof) is accelerated as a result of a default or breach of or under any agreement
for such borrowed money, including but not limited to loan, credit or reimbursement agreements, or
any default shall occur thereunder which entitles the holder thereof to so accelerate such
indebtedness, or material breach under any real property lease agreement or capital equipment lease
agreement by which the Company is bound or obligated.




          (b) No remedy herein conferred upon the Lender is intended to be exclusive of any other remedy
and each and every remedy shall be cumulative and in addition to every other remedy hereunder, now
or hereafter existing at law or in equity or otherwise.




     3. Notices.



          (a) All notices, reports and other communications required or permitted hereunder shall be in
writing and may be delivered in person, by telecopy with written confirmation, overnight delivery
service or U.S. mail, in which event it may be mailed by first-class, certified or registered,
postage prepaid, addressed (i) if to the Lender, at Two North Riverside Plaza, Suite 1500, Chicago,
Illinois 60606, Attention: William White, and (ii) if to the Company at 4088 Commercial Avenue,
Northbrook, Illinois 60062, Attention: Chief Financial Officer (or such other address as the
Company shall have furnished the Lender in writing).




          (b) Each such notice, report or other communication shall for all purposes under this Note be
treated as effective or having been given when delivered if delivered personally or, if sent by
mail, at the earlier of its receipt or seventy-two (72) hours after the same has been deposited in
a regularly maintained receptacle for the deposit of the United States mail, addressed and mailed
as aforesaid, or, if sent by telecopier with written confirmation, at the earlier of (i)
twenty-four (24) hours after confirmation of transmission by the sending telecopier machine or (ii)
delivery of written confirmation.




     4. Miscellaneous.



          (a) With the written consent of the Lender, the obligations of the Company and the rights of
the Lender under this Note may be waived (either generally or in
a particular instance, either retroactively or prospectively and either for a specified period
of time or indefinitely). Neither this Note nor any provisions hereof may be changed, waived,
discharged or terminated orally, but only by a signed statement in writing executed by the Lender.




          (b) No failure or delay by the Lender to exercise any right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any right, power or
privilege preclude
any other right, power or privilege. The provisions of this Note are severable and if any one
provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction,
such invalidity or unenforceability shall affect only such provision in such


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jurisdiction. This
Note expresses the entire understanding of the parties with respect to the transactions
contemplated hereby. The Company and every endorser and guarantor of this Note, regardless of the
time, order or place of signing hereby, waives presentment, demand, protest, diligence of
collection and notice of every kind, and assents to any extension or postponement of the time for
payment or any other indulgence, to any substitution, exchange or release of collateral, and to the
addition or release of any other party or person primarily or secondarily liable.




          (c) If Lender retains an attorney for collection, restructuring or any “work-out” of this
Note, or if any suit or proceeding is brought for the recovery of all, or any part of, or for
protection of the indebtedness respected by this Note, then the Company agrees to pay all costs and
expenses of the suit or proceeding, or any appeal thereof, incurred by the Lender, including
without limitation, reasonable attorneys’ fees.




          (d) This Note shall for all purposes be governed by, and construed in accordance with the laws
of the State of Illinois (without reference to conflict of laws), and the Company consents to the
exclusive jurisdiction of the state and federal courts located in the State of Illinois, and waives
any argument that such forum is not convenient.




          (e) This Note shall be binding upon the Company’s successors and assigns, and shall inure to
the benefit of the Lender’s successors and assigns. This Note may not be assigned by the Company.




          (f) In no event shall the interest rate and other charges under this Note exceed the highest
rate permissible under any law that a court of competent jurisdiction shall, in a final
determination, deem applicable hereto. In the event that a court determines that Lender has
received interest and other charges under this Note in excess of the highest permissible rate
applicable hereto, such excess shall be deemed received on account of, and shall automatically be
applied to reduce, the outstanding principal amount hereunder and the provisions hereof shall be
deemed amended to provide for the highest permissible rate. If there is no outstanding principal
amount under this Note, Lender shall refund such excess to the Company.




          (g) Time is of the essence with respect to the performance of the obligations of the Company
under this Note.




          (h) EACH OF THE COMPANY AND THE LENDER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN
ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE.




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     IN WITNESS WHEREOF, the Company has caused this Note to be executed by its duly authorized
officer to take effect as of the date first hereinabove written.



	 	 	 	 	 	 	 
	 	 	NANOSPHERE, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

William P. Moffitt
	 	 
	 

	 	Title:
	 	President and Chief Executive Officer	 	 






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EXHIBIT B




WARRANT





THE TRANSFER OF THE WARRANT REPRESENTED BY THIS INSTRUMENT IS SUBJECT TO
THE CONDITIONS SPECIFIED HEREIN AND NO TRANSFER SHALL BE VALID OR
EFFECTIVE UNLESS AND UNTIL SUCH CONDITIONS HAVE BEEN SATISFIED.




THE SECURITIES REPRESENTED BY THIS INSTRUMENT, THE SHARES OF PREFERRED
STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT AND THE SHARES OF COMMON
STOCK ISSUABLE UPON CONVERSION OF SUCH PREFERRED STOCK HAVE BEEN ACQUIRED
FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION
OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS
NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.



WARRANT

To Purchase Shares of equity securities

of

NANOSPHERE, INC.

(this “Warrant”)




     THIS WARRANT CERTIFIES that, as of December 9, 2005 (the “Warrant Issue Date”), for
value received, Lurie Investment Fund, L.L.C. (the “Holder”) is entitled, upon the terms
and subject to the conditions hereinafter set forth (including without limitation Section 2.2
hereof), at any time on or after the Trigger Date (as hereinafter defined) and on or prior to the
tenth anniversary of the Trigger Date (the “Warrant Expiration Date”) but not thereafter,
to subscribe for and purchase, from Nanosphere, Inc., a Delaware corporation (the
“Company”), the Warrant Shares (as hereinafter defined), as provided in Section 2 hereof.
The exercise price of this Warrant shall be determined in accordance with Section 2 hereof.



     THE TERMS, CONDITIONS AND INSTRUCTIONS TO THIS WARRANT ARE AS FOLLOWS:



          1. Title of Warrant. Prior to the expiration hereof and subject to compliance with
applicable laws and the provisions of Sections 8 and 9 hereof, this Warrant and all rights
hereunder are transferable, in whole or in part, at the office or agency of the
Company, referred to in Section 2 hereof, by the Holder hereof in person or by duly authorized
attorney, upon: (i) surrender of this Warrant together with the Assignment Form annexed hereto
properly endorsed, (ii) compliance with the restrictions on transfer in Section 8 hereof, and (iii)
provision of written representations and warranties conforming to the

 









 








requirements set forth in
Section 9 hereof, duly executed by each assignee named in such assignment. Upon any such surrender
of this Warrant and presentation of a duly executed assignment hereof and the required written
representations, the Company shall issue and deliver to each of the assignees named in such
assignment a new counterpart warrant (identical in form and substance to this Warrant) as to which
the right to purchase under this Warrant has been assigned to such assignee and such assignee shall
thereafter be deemed a “Holder” for all relevant purposes pursuant hereto.




     2. Exercise of Warrant.



          2.1 General. Upon the closing date (the “Trigger Date”) of the Company’s
first equity financing after the Warrant Issue Date with aggregate gross offering proceeds of no
less than twenty five million dollars ($25,000,000) (excluding amounts received on conversion of
any promissory notes to the Company or exercise of any warrants and excluding cash investments by
existing Company investors) (the “Next Qualified Financing”), pursuant to which the Company
issues and sells preferred stock or other shares of capital stock (the “Next Equity
Securities”), this Warrant shall become exercisable, in whole or in part, for that number of
shares of Next Equity Securities (the “Warrant Shares”) equal to the quotient obtained by
dividing (i) $500,000 (the “Total Price”) by (ii) the price per security (the “Exercise
Price”) at which such Next Equity Securities are sold in such Next Qualified Financing. The
purchase rights represented by this Warrant are exercisable by the registered holder hereof, in
whole or in part, at any time and from time to time after the Trigger Date and prior to 5:00 p.m.
Delaware time on the Warrant Expiration Date (the “Exercise Period”).




          2.2 Early Termination. Upon (a) the closing of the issuance and sale of shares of the
Company’s Common Stock, $0.01 par value per share (the “Common Stock”), in the Company’s
first underwritten public offering (the “IPO”) pursuant to an effective registration
statement under the Securities Act of 1933, as amended (the “Securities Act”), (b) the
closing of the sale or transfer of all or substantially all of the Company’s assets, or (c) the
closing of the acquisition of the Company by another entity by means of merger, consolidation or
other transaction or series of related transactions, resulting in the exchange of the outstanding
shares of the Company’s capital stock such that the stockholders of the Company prior to such
transaction own, directly or indirectly, less than 50% of the voting power of the surviving entity,
then this Warrant shall, on the date of any such event, no longer be exercisable and become null
and void. In the event of a proposed transaction of the kind described above, the Company shall
notify the Holder of the Warrant at least twenty (20) calendar days prior to the consummation of
such event or transaction.




          2.3 Manner of Exercise. The purchase rights represented by this Warrant are
exercisable by the surrender of this Warrant and the Notice of Exercise annexed hereto duly
executed at the offices of the Company, located at 4088 Commercial Avenue,
Northbrook, Illinois 60062, Attn.: Chief Financial Officer (or such other office or agency of
the Company as it may designate by notice in writing to the registered Holder in accordance with
Section 11.6 hereof) accompanied by payment of the aggregate Exercise Price to the Company for the
Warrant Shares thereby purchased by any of the following means or




2









 




combination thereof as determined
by the Holder: (i) in cash; (ii) by check or bank draft payable to the order of the Company; and/or
(iii) by cancellation of any outstanding indebtedness of the Company to the Holder.
Notwithstanding the foregoing, this Warrant may also be exercisable pursuant to Section 2.4 hereof.
Upon receipt by the Company of the foregoing items, the Holder shall be entitled to receive a
certificate for the number of Warrant Shares so purchased or exercised. The Warrant Shares so
purchased shall be deemed to be issued to such Holder as the record owner of such shares as of the
close of business on the date on which this Warrant shall have been exercised as aforesaid.
Certificates for Warrant Shares purchased or exercised hereunder shall be delivered to the Holder
within a reasonable time, but not later than ten (10) days after the date on which this Warrant
shall have been exercised as aforesaid. If this Warrant is exercised with respect to less than all
of the Warrant Shares, the Holder shall be entitled to receive a new Warrant, in this form,
covering the number of Warrant Shares with respect to which this Warrant shall not have been
exercised.




          2.4 Net Exercise. The Majority Holders (as defined below) may elect for the Holder to
receive, without the payment by the Holder of any additional consideration, Warrant Shares by
surrender of this Warrant at the principal office of the Company together with notice of such
election, in which event the Company shall issue to the holder hereof a number of the Warrant
Shares computed using the following formula:




	 	 	 	 	 
	 

	 	 	 	Y (A - B)
	 

	 	X =
	 	       A






	 	 	 	 	 
	Where:

	 	X =
	 	The number of Warrant Shares to be issued to the Holder
pursuant to the net exercise;
	 
	 	 	 	 
	 

	 	Y =
	 	The number of Warrant Shares purchasable under this Warrant
(at the date of the net issuance);
	 
	 	 	 	 
	 

	 	A =
	 	The fair market value of one Warrant Share (at the time the
net issue election is made);
	 
	 	 	 	 
	 

	 	B =
	 	The applicable Exercise Price (as adjusted to the date of the
net issuance).





For purposes of this Section 2.4, the fair market value of one Warrant Share as of a particular
date shall be mutually determined by the holders (the “Majority Holders”) of warrants
representing a majority of the aggregate initial Total Price of the warrants issued by the Company
pursuant to that certain Note and Warrant Purchase Agreement (the “Purchase Agreement”),
dated as of December 9, 2005 between the Company and the signatories thereto, as the same may be
amended, including this Warrant and any Warrant issued pursuant to Section 4.1 thereof, and the
Company’s board of directors. In the absence of
such mutual agreement, the Majority Holders and the Company shall mutually select a third party
appraiser to determine such value and such parties shall be bound by such determination. The full
costs of such appraisal shall be borne by the Company.




3









 








          2.5 Mandatory Conversion of Next Equity Securities. If, in accordance with the
Company’s certificate of incorporation, all of the outstanding shares of Next Equity Securities are
converted into Common Stock or other capital stock of the Company (“Other Capital Stock”),
then, thereafter, this Warrant shall be immediately exercisable for the number of shares of Common
Stock or Other Capital Stock into which the Warrant Shares are convertible as of the date of such
conversion of the outstanding shares of Next Equity Securities into Common Stock or Other Capital
Stock (the “Conversion Date”), and the Exercise Price shall be immediately adjusted to equal the
quotient obtained by dividing (x) the aggregate Exercise Price of the maximum number of shares of
Next Equity Securities for which this Warrant was exercisable immediately prior to the Conversion
Date, by (y) the number of shares of Common Stock or Other Capital Stock for which this Warrant is
exercisable immediately after the Conversion Date.




          2.6 No Fractional Shares or Scrip. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. With respect to any fraction
of a share called for upon the exercise of this Warrant, an amount equal to such fraction
multiplied by the then current price at which each Warrant Share may be purchased hereunder shall
be paid in cash to the Holder.




          2.7 Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares upon the
exercise of this Warrant shall be made without charge to the Holder for any issue or transfer tax
or other incidental expense in respect of the issuance of such certificate, all of which taxes and
expenses shall be paid by the Company, and such certificates shall be issued in the name of the
Holder or in such name or names as may be directed by the Holder; provided, however, that in the
event certificates for Warrant Shares are to be issued in a name other than the name of the Holder,
this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached
hereto duly executed by the Holder, and provided further that upon any transfer involved in the
issuance or delivery of any certificates for Warrant Shares, the Company may require, as a
condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental
thereto.




          2.8 Transfer Restriction Legend. This Warrant and each certificate for Warrant Shares
issued upon exercise of this Warrant, unless at the time of exercise such Warrant Shares are
registered under the Securities Act, shall bear legends similar to the one set forth on the first
page of this Warrant.




          2.9 Character of Warrant Shares. All Warrant Shares issuable upon the exercise of
this Warrant shall be duly authorized, validly issued, fully paid and nonassessable.




     3. No Rights as Stockholders. This Warrant does not entitle the Holder to any voting
rights or other rights as a stockholder of the Company prior to the exercise hereof.



     4. Adjustment of Exercise Price and Number of Shares Purchasable. The number of and
kind of securities purchasable upon exercise of this Warrant and the Exercise Price shall be
subject to adjustment from time to time as follows:



4









 





          4.1 Subdivisions, Combinations and Other Issuances. With respect to the Next Equity
Securities issuable hereunder, if the Company shall at any time prior to the expiration of this
Warrant subdivide the Next Equity Securities, by split-up or otherwise, or combine the Next Equity
Securities, or issue additional shares of the Next Equity Securities as a dividend with respect to
any shares of the Next Equity Securities, the number of Warrant Shares issuable on the exercise of
this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock
dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall
also be made to the Exercise Price payable per share, but the aggregate purchase price payable for
the total number of Warrant Shares purchasable under this Warrant (as adjusted) shall remain the
same. Any adjustment under this Section 4.1 shall become effective at the close of business on the
date the subdivision or combination becomes effective, or as of the record date of such dividend,
or in the event that no record date is fixed, upon the making of such dividend.




          4.2 Reclassification, Reorganization and Consolidation. With respect to the Next
Equity Securities issuable hereunder, in case of any reclassification, capital reorganization, or
change in the Next Equity Securities (other than as a result of a subdivision, combination, or
stock dividend provided for in Section 4.1 above), then, as a condition of such reclassification,
reorganization, or change, lawful provision shall be made, and duly executed documents evidencing
the same from the Company or its successor shall be delivered to the Holder, so that the Holder
shall have the right, subject to the termination provisions of Section 2.1 hereto, to purchase, at
a total price equal to that remaining payable upon the full exercise of this Warrant, the kind and
amount of shares of stock and other securities and property receivable in connection with such
reclassification, reorganization, or change by a holder of the same number of shares of the Next
Equity Securities as were purchasable by the Holder immediately prior to such reclassification,
reorganization, or change. In any such case, appropriate provisions shall be made with respect to
the rights and interest of the Holder so that the provisions hereof shall thereafter be applicable
with respect to any shares of stock or other securities and property deliverable upon exercise
hereof, and appropriate adjustments shall be made to the purchase price per share payable
hereunder, provided the aggregate purchase price shall remain the same.




          4.3 Notice of Adjustment. When any adjustment is required to be made in the number or
kind of shares purchasable upon exercise of the Warrant, or in the Exercise Price, the Company
shall promptly notify the Holder of such event and of the number of Warrant Shares or other
securities or property thereafter purchasable upon exercise of this Warrant.




     5. Exchange and Registry of Warrant. This Warrant is exchangeable, upon the surrender
hereof by the registered Holder at the above-mentioned office or agency of the Company, for a new
Warrant of like tenor and dated as of such exchange. The Company shall maintain at the
above-mentioned office or agency a registry showing the name and address of the registered Holder
of this Warrant. This Warrant may be
surrendered for exchange, transfer or exercise, in accordance with its terms, at such office
or agency of the Company, and the Company shall be entitled to rely in all respects, prior to
written notice to the contrary, upon such registry.



5









 





     6. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company of
evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant, and in case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to it, and upon reimbursement to the Company of all reasonable expenses incidental
thereto, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make
and deliver a new Warrant of like tenor and dated as of such cancellation, in lieu of this Warrant.



     7. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of
any action or the expiration of any right required or granted herein shall be a Saturday or a
Sunday or shall be a legal holiday, then such action may be taken or such right may be exercised on
the next succeeding day not a legal holiday.



     8. Restriction on Transfer. The Holder of this Warrant, by acceptance hereof, agrees
that, absent an effective notification under Regulation A or registration statement, in either case
under the Securities Act, covering the disposition of this Warrant or the Warrant Shares, such
Holder will not sell or transfer any or all of such Warrant or the Warrant Shares, as the case may
be, without first: (i) providing the Company with an opinion of counsel (which may be counsel for
the Company) to the effect that such sale or transfer will be exempt from the registration and
prospectus delivery requirements of the Securities Act; (ii) consenting to the Company making a
notation on its records giving instructions to any transfer agent of the Warrant or the Warrant
Shares in order to implement such restriction on transferability; and (iii) otherwise complying
with the terms and conditions of the Company’s Amended and Restated Certificate of Incorporation,
as amended (the “Certificate”).



     9. Investment Representations. This Warrant is being issued to the Holder in reliance
upon the representations and warranties made by the initial Holder to the Company, including,
without limitation, that the Holder is purchasing this Warrant and the Warrant Shares for its own
account, for investment and with no present intention of distributing or reselling any portion of
this Warrant or the Warrant Shares, but without prejudice to its right at all times to sell or
otherwise dispose of all or part of this Warrant or the Warrant Shares under either an effective
registration exemption available under the Securities Act, and either in compliance with the
registration or qualification requirement of any applicable state securities law or under an
exemption thereto available under such state law.



     10. Notices of Record Date. In case:




     i. the Company shall take a record of the holders of its preferred
stock or Common Stock for the purposes of entitling them to receive any
dividend or other distribution, or any right to subscribe
for, purchase or otherwise acquire any shares or stock of any class or
any other securities or property, or to receive any other right;




     ii. of any capital reorganization of the Company, any reclassification
of the capital stock of the Company, any consolidation or merger of the
Company with or into another corporation, or any conveyance of all or
substantially all of the assets of the Company to another person or entity;
or



6









 






     iii. of the voluntary or involuntary dissolution, liquidation or
winding-up of the Company;


then, and in each such case, the Company will mail or cause to be mailed to the Holder a notice
specifying, as the case may be: (i) the date on which a record is to be taken for the purpose of
such dividend, distribution or right, and stating the amount and character of such dividend,
distribution or right; or (ii) the date on which such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, and the
time, if any is to be fixed, as of which the holders of record of Common Stock or preferred stock
shall be entitled to exchange their shares of Common Stock of preferred stock, as applicable, for
securities or other properly deliverable upon such reorganization, reclassification, consolidation,
merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be mailed at least
thirty (30) days prior to the date therein specified.




     11. Miscellaneous.



          11.1 Issue Date; Binding Effect. The provisions of this Warrant shall be construed
and shall be given effect in all respects as if it had been issued and delivered by the Company on
the date hereof. This Warrant shall be binding upon any successors or assigns of the Company.




          11.2 Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the
exercise of this Warrant shall have restrictions upon its resale imposed by state and federal
securities laws.




          11.3 Authorized Shares. The Company covenants that during the period this Warrant is
exercisable, it will reserve from its authorized and unissued preferred stock and Common Stock a
sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of
any purchase rights under this Warrant and the Common Stock upon the conversion of such Warrant
Shares. The Company further covenants that its issuance of this Warrant shall constitute full
authority to its officers who are charged with the duty of executing stock certificates to execute
and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase
rights under this Warrant. The Company covenants that all Warrant Shares and Common Stock which
may be issued upon the exercise of rights represented by this Warrant or upon the conversion of the
Warrant Shares will, upon such exercise or conversion, be validly issued, fully paid and
nonassessable and free from all taxes, liens, and charges in respect of the issue thereof (other
than taxes in respect of any transfer occurring contemporaneously with such issue).




          11.4 No Impairment. The Company will not, by amendment of its Certificate or any
other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of
this Warrant, but will at all times in good faith assist in
the carrying out of all such terms and
in the taking of all such action as may be necessary or appropriate in order to protect the rights
of the Holder against impairment.




7









 








          11.5 Ownership of Warrant. The Company may deem and treat the registered Holder of
this Warrant as the true, lawful and absolute owner hereof for all purposes, and the Company shall
not be affected by any notice to the contrary.




          11.6 Notices. All notices, reports and other communications required or permitted
hereunder shall be in writing and may be delivered in person, by telecopy with written
confirmation, overnight delivery service or U.S. mail, in which event it may be mailed by
first-class, certified or registered, postage prepaid, addressed (i) if to the Holder, at the
Holder’s address set forth in the Purchase Agreement, and (ii) if to the Company at the address set
forth in Section 2.3 hereof (or such other address as the Company shall have furnished the Holder
in writing). Each such notice, report or other communication shall for all purposes under this
Warrant be treated as effective or having been given when delivered if delivered personally or, if
sent by mail, at the earlier of its receipt or seventy-two (72) hours after the same has been
deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed
and mailed as aforesaid, or, if sent by telecopier with written confirmation, at the earlier of (i)
twenty-four (24) hours after confirmation of transmission by the sending telecopier machine or (ii)
delivery of written confirmation.




          11.7 Construction. The validity and interpretation of the terms and provisions of
this Warrant shall be governed by the laws of the State of Delaware. The descriptive headings of
the several sections of this Warrant are inserted for convenience only and shall not control or
affect the meaning or construction of any of the provisions hereof.




          11.8 Expiration. This Warrant shall be void and all rights represented hereby shall
cease unless exercised on or before the Expiration Date. All restrictions set forth herein on the
shares of capital stock issued upon exercise of any rights hereunder shall survive such exercise
and expiration of the rights granted hereunder.




          11.9 Governing Law. This Warrant shall be governed by the laws of the State of
Delaware as applied to agreements among Delaware residents made and to be performed entirely within
the State of Delaware.




          11.10 Waiver of Jury Trial. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY
WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS WARRANT.




          11.11 Registration Rights; Stockholder Agreements. The Company shall use its best
efforts to cause all shares of Common Stock issuable upon the conversion of Warrant Shares issued
hereunder to be deemed to be “Registrable Securities”
under that certain Amended and Restated Registration Rights Agreement, dated as of June 17,
2005, as amended, among the Company and the parties signatory thereto, including the initial
Holder, and “Stockholder Shares” under each of (i) that certain Amended and Restated Stockholders
Agreement made effective as of June 17, 2005, among the Company and the parties signatory thereto,
including the initial Holder and (ii) that certain Amended and Restated Stockholders Agreement
(a/k/a the “Other Stockholders Agreement”) made effective as of June 17, 2005, among the Company
and the parties signatory thereto, including the initial Holder.




[Signature Page Follows]




8









 





     IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer
thereunto duly authorized.



Dated: December ___, 2005




	 	 	 	 	 	 	 
	 	 	NANOSPHERE, INC.,

a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name: William P. Moffitt
	 	 
	 

	 	 	 	Title: President and Chief Executive Officer	 	 






[SIGNATURE PAGE TO WARRANT]




9









 








NOTICE OF EXERCISE




To: Nanosphere, Inc.




     (1) The undersigned hereby elects to purchase                      shares of                      Stock of Nanosphere,
Inc. (the “Company”) pursuant to the terms of the attached warrant (the “Warrant”), and tenders
herewith payment of the purchase price in full, together with all applicable transfer taxes, if
any.



     (2) Please issue a certificate or certificates representing said shares of                      Stock in
the name of the undersigned or in such other name as is specified below:



	 	 	 	 	 
	 

	 	 

                    (Name)
	 	 
	 
	 	 	 	 
	 

	 	 

                    (Address)
	 	 






     (3) The undersigned represents that the aforesaid shares are being acquired for the account of
the undersigned for investment and not with a view to, or for resale in connection with, the
distribution thereof and that the undersigned has no present intention of distributing or reselling
such shares.



     (4) The undersigned hereby represents and warrants to the Company that the undersigned:




	 	(i)	 	is an “accredited investor” within the
meaning of Rule 501 under the Securities Act of 1933, as amended
(the “Securities Act”) and, if an entity, each individual,
shareholder, limited partner or other member of the undersigned’s
organization, as applicable, is an “accredited investor” within the
meaning of such Rule 501;
	 
	 	(ii)	 	has sufficient knowledge and experience
in investing in companies similar to the Company in terms of the
Company’s stage of development so as to be able to evaluate the
risks and merits of its investment in the Company and it is able
financially to bear the risks thereof;
	 
	 	(iii)	 	has had an opportunity to discuss the
Company’s business, management and financial affairs with the
Company’s management, and understands the nature of the Company’s
business affairs;
	 
	 	(iv)	 	agrees and acknowledges that any
projections, estimates or forecasts regarding the Company securities
or the Company’s business and financial affairs which the
undersigned has
received or reviewed do not represent, and shall not be deemed to
be, a warranty or guarantee as to the actual future results of
the Company or the likelihood or probability that such
projections, estimates or forecasts will be met;




 









 






	 	(v)	 	understands that: (a) the Company’s
securities have not been registered under the Securities Act by
reason of their issuance in a transaction exempt from the
registration requirements of the Securities Act pursuant to Section
4(2) thereof or Rule 505 or 506 promulgated under the Securities
Act, (b) no public market now exists for any of the securities
issued by the Company and that there is no assurance that a public
market will ever exist for the Company’s securities; (c) the
Company’s securities must be held indefinitely unless a subsequent
disposition thereof is registered under the Securities Act and other
applicable securities laws or is exempt from such registration; (d)
the Company’s securities will bear a legend to such effect; and (e)
the Company will make a notation on its transfer books to such
effect;
	 
	 	(vi)	 	has no contract, arrangement or
understanding with any broker, finder or similar agent with respect
to the transactions contemplated by this Agreement; and
	 
	 	(vii)	 	understands that the Company’s
securities are characterized as “restricted securities” under the
applicable securities laws inasmuch as they are being acquired from
the Company in a transaction not involving a public offering and
that under such laws and applicable regulations, the Company’s
securities may be resold without registration under the Securities
Act and other applicable securities law only in certain limited
circumstances. The undersigned is aware that the provisions of Rule
144 (the “Rule”) promulgated under the Securities Act are presently
not available to exempt the sale of the Company’s securities from
the registration requirements of the Securities Act. Should the
Rule subsequently become available, the undersigned is aware that
any sale of the Company’s securities effected pursuant to the Rule
may, depending upon the status of the undersigned as an “affiliate”
or “non-affiliate” under the Rule, be made only in limited amounts
in accordance with the provisions of the Rule, and that in no event
may any Company securities be sold pursuant to the Rule until the
undersigned has held the Company’s securities for the requisite
holding period following payment of the purchase price.





	 	 	 	 
	(Date)

	 	 (Signature)

	 







2









 








ASSIGNMENT FORM



(To assign the foregoing warrant, execute this form and supply required information. Do no use
this form to purchase shares.)



FOR VALUE RECEIVED, the foregoing warrant (the “Warrant”) and all rights evidenced thereby are
hereby assigned to:




	 	 	 	 	 	 	 	 	 
	 	 	 
	 

	 	 	 	(Please Print)	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	whose address is
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 
	 

	 	 	 	(Please Print)	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	                    Dated:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	Holder’s Signature:
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Holder’s Address:
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 
	 

	 	 	 	(Please Print)	 	 	 	 





NOTE: The signature of Holder on 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, and must be
notarized by a notary public. Officers of corporations and those acting in a fiduciary or other
representative capacity should file proper evidence of authority to assign the Warrant.




 









 








	 	 	 	 	 	 	 	 	 
	STATE OF

	 	 	 	 	)	 	 	 
	 

	 	 

	 	 	 	 	 	 
	 

	 	 	 	 	)	 	 	ss.
	COUNTY OF

	 	 	 	 	)	 	 	 
	 

	 	 

	 	 	 	 	 	 






     I, the undersigned, a Notary Public in and for the County and State aforesaid, DO HEREBY
CERTIFY, that              
               
             personally known to me to be the
                
               
         , and personally known to me to be the same person whose name
is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged
that the statements set forth in the foregoing Assignment Form are true and correct, and that in
such capacity, he/she signed and delivered the foregoing Assignment Form, pursuant to authority
given by the governing body of such entity, as his/her free and voluntary act, and as the free and
voluntary act of such entity, for the uses and purposes therein set forth.



Subscribed and sworn to before me this                      day of                                        
 
.



	 	 	 
	 


	 	 
	 
	 	 
	Notary Public
	 	 







[SEAL]




2