Legal Warrant Contract

LEGAL WARRANT CONTRACT

This Legal Warrant Contract (the "Contract") is made and entered into as of by and between Warrantor: , with a principal place of business at , and Holder: , with an address for notices at .

RECITALS

WHEREAS, Warrantor has authority to issue warrants exercisable for certain securities of Warrantor pursuant to the terms set forth herein; and

WHEREAS, Holder desires to acquire, and Warrantor desires to grant, the purchase rights and protections described in this Contract on the terms and conditions set forth below.

WHEREAS, the parties intend that this Contract govern the issuance, exercise, transfer and enforcement of the warrants, and define the remedies available upon breach.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Contract, the following terms shall have the meanings set forth below. "Underlying Securities" means the securities issuable upon exercise of the warrants as described in Section 2. "Exercise Price" means the price per share or per unit at which the Holder may purchase Underlying Securities, as set forth in Section 4. "Expiration Date" means the last date on which the warrants may be exercised, as set forth in Section 5. Capitalized terms not otherwise defined shall have the meanings assigned in this Contract.

2. GRANT OF WARRANT

Subject to the terms and conditions of this Contract, Warrantor hereby grants to Holder the right and option to purchase up to shares of (the "Shares") of Warrantor at the Exercise Price established below. The warrants issued under this Contract shall be exercisable only in accordance with the terms herein and are subject to the transfer restrictions and adjustments provided in Sections 7 and 6 respectively.

3. TERM

The warrants shall be exercisable commencing on and shall expire at 5:00 p.m. Eastern time on (the "Expiration Date"), unless earlier terminated in accordance with this Contract.

4. EXERCISE; PURCHASE PRICE

(a) Exercise Mechanics. Holder may exercise the warrants in whole or in part by delivering to Warrantor a written notice of exercise specifying the number of Shares to be purchased and accompanied by payment in full of the Exercise Price. The form of notice shall comply with the specimen attached hereto as an exhibit and may be delivered by electronic transmission where mutually agreed.

(b) Exercise Price. The Exercise Price shall be per Share, subject to adjustment as provided in Section 6. Payment shall be made in lawful money of the United States, wire transfer, or as otherwise mutually agreed in writing.

5. ADJUSTMENTS

The number and kind of Shares purchasable upon exercise of the warrants and the Exercise Price shall be subject to proportional adjustment for recapitalizations, stock splits, combinations, dividends, mergers, consolidations, reclassifications, or other similar events affecting Warrantor's capital structure. Any adjustment shall be made in a manner intended to preserve the economic value of the warrants.

6. TRANSFER RESTRICTIONS

The warrants and any interest therein shall not be transferable except (a) with the prior written consent of Warrantor, which consent shall not be unreasonably withheld, or (b) by will or the laws of descent and distribution. Any purported transfer in violation of this Section shall be void ab initio.

7. REPRESENTATIONS AND WARRANTIES

(a) Warrantor represents and warrants to Holder that: (i) Warrantor is duly organized and validly existing under the laws of its jurisdiction of organization and has full power and authority to enter into and perform this Contract; (ii) the execution and delivery of this Contract and the issuance of the warrants have been duly authorized; and (iii) when issued and paid for in accordance with this Contract, the Underlying Securities will be validly issued, fully paid and nonassessable.

(b) Holder represents and warrants to Warrantor that Holder has full power and authority to enter into and perform this Contract and that Holder is acquiring the warrants for investment for Holder's own account and not with a view to, or for sale in connection with, any distribution thereof in violation of applicable securities laws.

8. COVENANTS

Warrantor covenants that, until the warrants have been exercised or expired, Warrantor will (a) maintain proper corporate records and capitalization consistent with applicable law, (b) not take any action that would materially impair Holder's rights under this Contract without Holder's consent, and (c) provide Holder reasonable access to information concerning the Underlying Securities as reasonably requested.

9. EVENTS OF DEFAULT; REMEDIES

An Event of Default shall include Warrantor's material breach of any representation, warranty or covenant in this Contract that is not cured within thirty (30) days of written notice, Warrantor's bankruptcy or insolvency, or any action that renders the issuance or transfer of Underlying Securities illegal or unenforceable. Upon an Event of Default, Holder shall be entitled to all remedies available at law or in equity, including specific performance to compel issuance of the Underlying Securities and recovery of damages, together with reasonable attorneys' fees and costs.

10. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications required or permitted under this Contract shall be in writing and shall be delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested) or email transmission to the addresses set forth below or to such other address as a party may designate by notice to the other party in accordance with this Section.

11. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Contract shall be effective unless it is in writing and signed by the party against whom enforcement is sought. No failure or delay by any party in exercising any right or remedy will operate as a waiver of such right or remedy.

12. FEES AND EXPENSES

Each party shall bear its own costs and expenses incurred in connection with the negotiation, execution and performance of this Contract, provided that the prevailing party in any dispute arising hereunder shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party.

13. CONFIDENTIALITY

Except as required by applicable law or regulation or by a governmental or regulatory body, neither party shall disclose the terms of this Contract or any non-public information obtained in connection with the negotiation or performance of this Contract without the prior written consent of the other party.

14. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its affiliates, officers, directors and employees from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of the representations, warranties or covenants of the Indemnifying Party under this Contract, except to the extent such losses arise from the indemnitee's gross negligence or willful misconduct.

15. COUNTERPARTS

This Contract may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission or in portable document format (PDF) shall be deemed to be original signatures for all purposes.

16. GOVERNING LAW

This Contract shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of any disputes arising under this Contract.

17. ENTIRE AGREEMENT; SEVERABILITY

This Contract, together with any exhibits and schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Contract is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect.

18. MISCELLANEOUS

The headings in this Contract are for convenience only and shall not affect the interpretation of this Contract. No failure or delay by any party in exercising any right under this Contract shall operate as a waiver of that right.

EXECUTION

IN WITNESS WHEREOF, the parties have executed this Contract as of the date first written above.

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