[FORM OF WARRANT]
NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS
SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE
FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
FLAGSHIP GLOBAL HEALTH, INC.
WARRANT TO PURCHASE COMMON STOCK
Warrant No.: _____________
Number of Shares of Common Stock:_____________
Date of Issuance: July 16, 2007 ("Issuance Date")
Flagship Global Health, Inc., a Delaware corporation (the "Company"), hereby
certifies that, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, [FRONTPOINT HEALTHCARE FUND, L.P.] [FRONTPOINT
HEALTHCARE FUND 2X, L.P.] [FRONTPOINT HEALTHCARE HORIZONS FUND, L.P.]
[FRONTPOINT HEALTHCARE LONG HORIZONS FUND, L.P.], the registered holder hereof
or its permitted assigns (the "Holder"), is entitled, subject to the terms set
forth below, to purchase from the Company, at the Exercise Price (as defined
below) then in effect, upon surrender of this Warrant to Purchase Common Stock
(including any Warrants to Purchase Common Stock issued in exchange, transfer or
replacement hereof, the "Warrant"), at any time or times on or after the date
hereof, but not after 11:59 p.m., New York time, on the Expiration Date (as
defined below), [SIX HUNDRED SIXTY AND TWO THOUSAND TWO HUNDRED AND FORTY
(662,240)] [THREE HUNDRED AND FORTY THOUSAND NINE HUNDRED AND SIXTY FOUR
(340,964)] [SEVEN HUNDRED AND ELEVEN THOUSAND NINE HUNDRED AND SIXTY FOUR
(711,940)] [THREE HUNDRED AND TWENTY SEVEN THOUSAND SIX HUNDRED AND THIRTY THREE
(327,633)] fully paid nonassessable shares of Common Stock (as defined
below) (the "Warrant Shares"). Except as otherwise defined herein, capitalized
terms in this Warrant shall have the meanings set forth in Section 15. This
Warrant is one of the Warrants to purchase Common Stock (the "SPA Warrants")
issued pursuant to Section 1 of that certain Securities Purchase Agreement,
dated as of July 16, 2007 (the "Subscription Date"), by and among the Company
and the investors (the "Buyers") referred to therein (the "Securities Purchase
Agreement").
1. EXERCISE OF WARRANT.
(a) Mechanics of Exercise. Subject to the terms and conditions hereof
(including, without limitation, the limitations set forth in Section 1(f)), this
Warrant may be exercised by the Holder on any day on or after the date hereof,
in whole or in part, by (i) delivery of a written notice, in the form attached
hereto as Exhibit A (the "Exercise Notice"), of the Holder's election to
exercise this Warrant and