Legal Warrant Instrument

LEGAL WARRANT INSTRUMENT

This Legal Warrant Instrument (the Instrument) is made as of by and between Issuer Name: whose principal address is (Issuer), and Holder Name: whose principal address is (Holder). Issuer and Holder are each a Party and together the Parties.

RECITALS

WHEREAS, pursuant to authority granted by the board of directors of Issuer, Issuer has agreed to issue this Instrument to evidence the right to purchase shares of Issuer's capital stock on the terms and subject to the conditions set forth herein; and

WHEREAS, this Instrument is issued to Holder as set forth in Warrant Number: , which entitles Holder to purchase up to shares of at an initial exercise price of per share.

WHEREAS, the Parties desire to set forth the terms governing the issuance, exercise, adjustment, transfer restrictions and other matters relating to the warrants represented by this Instrument.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Issuer and Holder agree as follows:

1. GRANT OF WARRANT

1.1 Grant. Issuer hereby grants to Holder the right, but not the obligation, to purchase up to the number of shares specified in this Instrument at the exercise price set forth herein, subject to the terms and conditions of this Instrument. The rights granted hereby shall be evidenced by this instrument and any definitive certificate or electronic record delivered by Issuer.

1.2 Term. The Warrant shall expire on (Expiration Date), after which no rights under this Instrument shall be exercisable.

2. EXERCISE PROCEDURE

2.1 Exercise Notice. Holder may exercise this Warrant in whole or in part, by delivering to Issuer a written notice of exercise stating the number of Shares to be purchased (Exercise Notice). The Exercise Notice shall be delivered to the address for notices to Issuer set forth below and shall be accompanied by payment of the aggregate exercise price.

2.2 Payment. Payment of the aggregate exercise price shall be made in lawful funds of the jurisdiction of Issuer's incorporation or, if agreed in writing by Issuer, by wire transfer to an account designated by Issuer or by surrender of shares of capital stock of Issuer, subject to applicable securities laws and valuation, as expressly agreed in writing. Payment shall be applied against the number of Shares indicated in the Exercise Notice.

3. ADJUSTMENTS

3.1 Adjustment for Recapitalization. The number and class of Shares purchasable upon exercise of this Warrant and the exercise price shall be equitably adjusted for any stock dividend, stock split, reverse split, recapitalization, reclassification or other similar event affecting Issuer's capital structure. Any adjustment shall be made in a manner that preserves Holder's proportionate economic interest.

3.2 Adjustment for Mergers, Asset Sales and Other Corporate Events. In the event of a merger, consolidation, sale of substantially all assets, or similar transaction involving Issuer, provisions shall be made such that Holder is entitled to receive upon exercise of this Warrant the consideration to which Holder would have been entitled had the Holder exercised this Warrant immediately prior to such transaction.

4. TRANSFER RESTRICTIONS

4.1 Restrictions. This Warrant and any rights hereunder may not be assigned, transferred or otherwise disposed of except (a) in compliance with applicable securities laws and (b) with the prior written consent of Issuer, which consent shall not be unreasonably withheld when transfer is to an affiliate of Holder or a permitted transferee. Any purported transfer in violation of this Section shall be void.

4.2 Legend. Certificates or other instruments evidencing Shares issued upon exercise of this Warrant shall bear such legends as required by applicable securities law or as Issuer reasonably deems necessary to reflect transfer restrictions.

5. REPRESENTATIONS, WARRANTIES AND COVENANTS

5.1 Issuer Representations. Issuer represents and warrants to Holder that (a) Issuer is duly organized and validly existing under the laws of its jurisdiction of formation, (b) Issuer has full corporate power and authority to execute, deliver and perform this Instrument and to issue the Shares upon exercise, and (c) the issuance of Shares upon exercise, when made in accordance with the terms hereof, will be validly issued, fully paid and non-assessable, subject to compliance with applicable securities laws.

5.2 Holder Representations. Holder represents and warrants that Holder has full power and authority to enter into and perform its obligations under this Instrument, that this Instrument constitutes a valid and binding obligation of Holder, and that Holder is acquiring the rights under this Instrument for investment for Holder's own account and not with a view to distribution, resale or public offering, subject to applicable transfer restrictions.

6. REMEDIES; SPECIFIC PERFORMANCE

6.1 Remedies. The Parties agree that monetary damages may not be an adequate remedy for breach of certain provisions of this Instrument, including Sections 1, 3 and 4, and that each Party shall be entitled, in addition to any other rights and remedies it may have, to injunctive or other equitable relief to enforce the terms hereof without the necessity of posting a bond.

6.2 Attorneys' Fees. In the event of any action or proceeding to enforce this Instrument or any provision hereof, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party.

7. TAXES AND EXPENSES

7.1 Taxes. Holder shall be responsible for any taxes resulting from the issuance of Shares upon exercise of this Warrant under applicable law, except to the extent Issuer is required by applicable law to withhold taxes on such issuance.

7.2 Expenses. Except as otherwise expressly provided herein, each Party shall bear its own costs and expenses in connection with the negotiation, execution and performance of this Instrument.

8. NOTICES

All notices, demands or other communications required or permitted under this Instrument shall be in writing and shall be deemed effectively given upon personal delivery, upon confirmed delivery by overnight courier, or three days after deposit in the U.S. mail, postage prepaid, addressed as follows (or to such other address as a Party may designate by notice to the other Party):

9. AMENDMENTS; WAIVER; COUNTERPARTS

9.1 Amendments. This Instrument may be amended or modified only by a written instrument executed by Issuer and Holder. Any attempted amendment without such written consent shall be null and void.

9.2 Waiver. No failure or delay by any Party in exercising any right under this Instrument shall operate as a waiver of such right, nor shall any single or partial exercise preclude other or further exercise of that or any other right.

9.3 Counterparts. This Instrument may be executed in any number of counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be effective as originals.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

10.1 Governing Law. This Instrument shall be governed by and construed in accordance with the internal laws of the jurisdiction of Issuer's formation without regard to principles of conflicts of law.

10.2 Entire Agreement. This Instrument, together with any related subscription or issuance documents expressly incorporated herein by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, whether written or oral.

10.3 Severability. If any provision of this Instrument is determined to be invalid, illegal or unenforceable in any respect, that invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Instrument shall be construed as if such invalid, illegal or unenforceable provision had not been included.

11. MISCELLANEOUS

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