EXHIBIT 4.1
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED
FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS
REGISTERED PURSUANT TO THE PROVISIONS OF THAT ACT AND ANY SUCH
APPLICABLE LAWS OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE
COMPANY IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH
AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.
CYTOGENIX, INC.
WARRANT TO PURCHASE SHARES OF COMMON STOCK
MARCH 10, 2000
FOR VALUE RECEIVED, CYTOGENIX, INC., a Nevada corporation (the Company), hereby
certifies that ARGYLL SCIENTIFIC, L.L.C., a Texas limited liability company (the
Holder), is entitled, subject to the provisions of this warrant (the "Warrant"),
to purchase from the Company, at any time, or from time to time during the
period commencing on the day hereof and expiring at 5:00 p.m. Houston, Texas
local time on March 10, 2005 (the "Exercise Period"), 1,590,676 shares of common
stock, par value one tenth cent [$0.001] per share, of the Company (Common
Stock), which number of shares, if issued, would be equal to 5% of the
31,813,527 issued and outstanding shares of Common Stock as of the date hereof,
at a price equal to five dollars [$5.00] per share (such exercise price per
share, as it may be adjusted as set out herein, being hereinafter referred to as
the Exercise Price). As of the date hereof, 177,900 shares of the Common Stock
were traded in the over-the-counter market with the last reported per share
closing price of three dollars [$3.00].
The number of shares of Common Stock that may be purchased upon the exercise of
this Warrant set forth above may be adjusted from time to time as hereinafter
set forth. The shares of Common Stock purchasable upon such exercise, as
adjusted from time to time, are hereinafter sometimes referred to as the Warrant
Stock.
Upon receipt by the Company of evidence reasonably satisfactory to it of the
loss, theft, destruction or mutilation of this Warrant, and (in the case of
loss, theft or destruction) of reasonably satisfactory indemnification, and upon
surrender and cancellation of this Warrant, if mutilated, the Company shall
execute and deliver a new Warrant of like tenor and date.
The Holder agrees with the Company that this Warrant is issued, and all the
rights hereunder shall be held, subject to all of the conditions, limitations
and provisions set forth herein.
1. EXERCISE OF WARRANT. This Warrant may be exercised at any time, or
from time to time, during the Exercise Period, in whole or in part. This
Warrant shall be exercised by presentation and surrender hereof to the Company
at its principal office, or at the office of its stock transfer agent, if any,
with the Warrant Exercise Form attached hereto duly executed and accompanied
by payment
(either in cash or by certified or official bank check, payable to the order
of the Company) of the Exercise Price for the number of Warrant Stock
specified in such Form and instruments of transfer, if appropriate, duly
executed by the Holder. If this Warrant should be exercised in part only, the
Company shall, upon surrender of this Warrant for cancellation, execute and
deliver a new Warrant evidencing the rights of the Holder thereof to purchase
the balance of the Warrant Stock. Upon receipt by the Company of this Warrant,
together with the Exercise Price, at its office, or by the stock transfer
agent of the Company, if any, at its office, in proper form for exercise, the
Holder shall be deemed to be the holder of record of the Warrant Stock
issuable upon such exercise, notwithstanding that the stock transfer books of
the Company shall then be closed or that certificates representing such
Warrant Stock shall not then be actually delivered to the Holder.
2. RESERVATION OF SHARES. The Company will at all times reserve for
issuance and delivery upon exercise of this Warrant all shares of Common Stock
or other shares of capital stock of the Company (and other securities) from
time to time receivable upon exercise of this Warrant. All such shares (and
other securities) shall be duly authorized and, when issued upon such
exercise, shall be validly issued, fully paid and nonassessable and free of
all taxes, liens and charges in respect thereof. The Company shall endeavor to
comply with all securities laws regulating the offer and delivery of shares of
Warrant Stock upon exercise of this Warrant. In addition, the Company shall
perform all of its obligations under that certain Registration Rights
Agreement between the Company and Argyll Scientific, L.L.C. dated as of the
date hereof.
3. ABSENCE OF REGISTRATION UNDER SECURITIES ACT OF 1933; RESTRICTIONS ON
TRANSFERABILITY. The shares of Common Stock are not presently, and upon their
issuance will not be, registered under the Securities Act of 1933, as amended
(the "Act") or any state securities laws. The Holder acknowledges that this
Warrant was issued in a transaction that is intended to be exempt from the
registration requirements of the Act and applicable state securities laws and
must be held by the Holder and may not be resold unless subsequently
registered under the Act and any applicable state securities laws or an
exemption from such registration is available. The Holder, by its acceptance
hereof, agrees to indemnify and hold the Company harmless against loss or
liability arising from the transfer of the Common Stock or this Warrant or any
interest therein in violation of the Act or any applicable state securities
laws.
4. FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant, but the
Company shall issue one additional share of its Common Stock in lieu of each
fraction of a share otherwise called for upon any exercise of this Warrant.
5. EXCHANGE, TRANSFERS, ASSIGNMENT OF WARRANT. Subject to Section 3,
this Warrant may be sold, exchanged, transferred, pledged or assigned, in
whole or in part. Upon such event and upon surrender of this Warrant to the
Company or at the office of its stock transfer agent, if any, with the
Assignment Form annexed hereto duly executed and funds sufficient to pay any
transfer tax, the Company shall, without charge, execute and deliver a new
Warrant in the name of the assignee named in such instrument of assignment and
this Warrant shall promptly be canceled; provided, that, should this Warrant
be sold, exchanged, transferred, pledged or assigned in part, the Company
shall also execute and deliver a new Warrant in the name of the Holder
representing the part of this Warrant not sold, exchanged, transferred,
pledged or assigned.
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6. RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be
entitled to any rights as a stockholder of the Company, either at law or in
equity, and the rights of the Holder are limited to those set forth in this
Warrant.
7. SPECIAL AGREEMENTS OF THE COMPANY. The Company covenants and agrees
as follows:
(a) LISTING ON SECURITIES EXCHANGES. If the Common Stock is
listed on a stock exchange, the Company will use its reasonable best efforts
to procure at its sole expense the listing of all Warrant Stock (subject to
issuance or notice of issuance) on all stock exchanges on which the Common
Stock is then listed and maintain the listing of such shares and other
securities after issuance.
(b) ACTIONS IN AVOIDANCE; NON-DILUTION. The Company will not, by
amendment of its Certificate of Incorporation, as amended, or through any
reorganization, transfer of assets, consolidation, share exchange, merger,
issue or sale of securities or otherwise, avoid or take any action which would
have the effect of avoiding the observance or performance of any of the terms
to be observed or performed hereunder by the Company but will at all times in
good faith assist in carrying out all of the provisions of this Warrant and in
taking all of such action as may be necessary or appropriate in order to
protect the rights of the Holder of this Warrant against impairment.
8. ANTIDILUTION PROVISIONS. The number and kind of shares purchasable
upon the exercise of this Warrant and the Exercise Price shall be subject to
adjustment from time to time as follows:
8.1 STOCK DIVIDENDS. If and whenever at any time the Company
shall declare a dividend or make any other distribution upon the Common Stock
payable in Common Stock or securities directly or indirectly convertible into
or exercisable for Common Stock, the number of shares of Common Stock for
which this Warrant is exercisable and the Exercise Price shall be
proportionately adjusted to reflect the issuance of any such securities
issuable in payment of such dividend or distribution.
8.2 SUBDIVISION OR COMBINATION OF STOCK. If and whenever the
Company shall at any time subdivide its outstanding Common Stock into a
greater number of shares, the Exercise Price in effect immediately prior to
such subdivision shall be proportionately reduced, and conversely, in case the
outstanding Common Stock shall be combined into a smaller number of shares,
the Exercise Price in effect immediately prior to such combination shall be
proportionately increased. Upon each adjustment of the Exercise Price, the
holder of this Warrant shall thereafter be entitled to purchase at the
Exercise Price resulting from such adjustment, the number of shares obtained
by dividing (a) the product of (y) the number of shares purchasable pursuant
hereto immediately prior to such adjustment and (z) the Exercise Price
immediately preceding such adjustment by (b) the Exercise Price resulting from
such adjustment. Each such adjustment of the Exercise Price shall become
effective immediately after the opening of business on the day following the
day upon which such subdivision or combination becomes effective.
8.3 ADDITIONAL ISSUANCES OF SECURITIES. If at any time prior to
or on March 10, 2003, the Company shall issue Common Stock, any security
directly or indirectly convertible into or exercisable for Common Stock, or
rights, options or warrants to subscribe for, purchase or acquire,
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directly or indirectly, shares of Common Stock (excluding shares issued in any
of the transactions described in Sections 8.1, 8.2 or 8.4 of this Agreement),
the Exercise Price in effect immediately prior to such issuance shall be
proportionately reduced as of the date of such issuance (assuming all such
securities directly or indirectly convertible into or exercisable for Common
Stock and all such rights, options or warrants to subscribe for, purchase or
acquire, directly or indirectly, shares of Common Stock were converted,
exchanged or exercised as of the date of issuance thereof into or for Common
Stock, whether or not actually so convertible, exchangeable or exercisable on
such date). Upon each adjustment of the Exercise Price, the Holder of this
Warrant shall thereafter be entitled to purchase at the Exercise Price
resulting from such adjustment, the number of shares of Warrant Stock obtained
by dividing (a) the product of (y) the number of shares purchasable pursuant
hereto immediately prior to such adjustment and (z) the Exercise Price
immediately preceding such adjustment by (b) the Exercise Price resulting from
such adjustment. However, upon the expiration of any right, option or warrant
to purchase, directly or indirectly, Common Stock, the issuance of which
resulted in an adjustment in the number of shares of Warrant Stock or the
Exercise Price pursuant to this Section 8.3, if any such right, option or
warrant shall expire and shall not have been exercised, the number of shares
of Warrant Stock or the Exercise Price shall be recomputed immediately upon
such expiration and effective immediately upon such expiration shall be
increased to the price it would have been (but reflecting any other
adjustments to the number of shares of Warrant Stock or the Exercise Price
made pursuant to the provisions of this Section 8 after the issuance of such
rights, options or warrants) had the adjustment of the number of shares of
Warrant Stock or the Exercise Price made upon the issuance of such rights,
options or warrants been made on the basis of offering for subscription or
purchase only that number of shares of Common Stock actually purchased upon
the exercise of such rights, options or warrants. No further adjustment shall
be made upon exercise of any right, option or warrant if any adjustment shall
have been made upon the issuance of such security. The provisions of this
Section 8.3 shall not be transferable by Argyll Scientific, L.L.C.
8.4 DISTRIBUTIONS. In case the Company shall, by dividend or
otherwise, distribute to all holders of its Common Stock (a) evidences of its
indebtedness or (b) shares of any class of capital stock, cash or other assets
(excluding (y) any securities, rights, options or warrants for which an
adjustment has been made under Section 8.3 above, and (z) any dividend or
distribution for which an adjustment has been made under Sections 8.1 or 8.2
above), then in each case, the Holder of this Warrant shall be entitled to
receive upon exercise of this Warrant for each share of Warrant Stock for
which this Warrant is exercised the evidence of indebtedness or such shares of
any class of capital stock, cash or other assets to which a holder of Common
Stock deliverable on exercise would have been entitled had such exercise
occurred immediately prior to the date fixed for the determination of holders
of Common Stock entitled to receive such distribution.
8.5 RECAPITALIZATIONS. If at any time or from time to time there
shall be any capital reorganization or reclassification of the capital stock
of the Company, consolidation, share exchange or merger of the Company into or
with another corporation, or sale, transfer or other disposition of all or
substantially all of the Company's property to another corporation (any such
event being referred to herein as a "recapitalization") provision shall be
made so that the Holder shall thereafter be entitled to receive upon exercise
of this Warrant the number of shares of stock or other securities or property
of the Company or otherwise, to which a holder of Common Stock deliverable
upon exercise would have been entitled on such recapitalization; provided,
however, that if any such
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recapitalization results in a Change of Control, the Exercise Price shall be
reduced to one tenth cent ($0.001) per share. Appropriate adjustment shall be
made in the application of the provisions of this Section 8 with respect to
the rights of the Holder of this Warrant after the recapitalization to the end
that the provisions of this Section 8 (including adjustment of the Exercise
Price then in effect and the number of shares for which this Warrant may be
exercised) shall be applicable after that event in as nearly an equivalent
manner as may be applicable. The Company shall not consolidate, enter into a
share exchange or merge unless, prior to consummation, the successor company
(if other than the Company) assumes the obligations of this paragraph by
written instrument executed and mailed to the Holder at the address of the
Holder as set forth below. A sale or lease of all or substantially all the
assets of the Company for a consideration (apart from the assumption of
obligations) consisting primarily of securities is a consolidation or merger
for the foregoing purposes.
8.6 OTHER. In the event that at any time prior to March 10,
2003, the Company enters into any transaction not covered by Sections 8.1,
8.2, 8.3, 8.4 or 8.5 which would have the effect of reducing the number of
shares of Warrant Stock for which this Warrant may be exercised to less than
the Applicable Percentage (as defined below), after giving effect to such
exercise, of the sum of (a) the issued and outstanding shares of Common Stock
and (b) all shares of Common Stock which could be issuable upon the exercise
or conversion of any then outstanding warrants, options, convertible
securities, or other rights to acquire, directly or indirectly, Common Stock
(the "Potential Stock Issuances"), the number of shares of Warrant Stock for
which this Warrant is exercisable shall be increased to that number of shares
which, if issued, would be equal to the Applicable Percentage (after giving
effect to such exercise) of the sum of (y) the issued and outstanding shares
of Common Stock plus (z) the number of Potential Stock Issuances, and the
Exercise Price shall be correspondingly reduced. For purposes hereof, the term
"Applicable Percentage" shall mean (a) until the first exercise of this
Warrant prior to March 10, 2003, five (5%) percent and (b) unless this Warrant
is exercised in full in the first exercise hereof prior to March 10, 2003, a
fraction, expressed as a percentage, the numerator of which is the number of
shares of Warrant Stock for which this Warrant remains exercisable immediately
after the first exercise of this Warrant and the denominator of which is the
sum of (y) the issued and outstanding shares of Common Stock less the number
of shares for which this Warrant has been exercised in the first exercise plus
(z) the number of Potential Stock Issuances immediately after the first
exercise of this Warrant. The provisions of this Section 8.6 shall not be
transferable by Argyll Scientific, L.L.C.
8.7 NO ADJUSTMENTS. No adjustment in the Exercise Price need be
made until all cumulative adjustments amount to 1% or more of the Exercise
Price as last adjusted. Any adjustments that are not made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
under this Section 8 shall be made to the nearest 1/1,000th of a cent or to
the nearest 1/1,000th of a share, as the case may be.
8.8 CERTAIN DEFINITIONS. For purposes of this Section 8:
(a) "Common Stock" includes any stock of any class of the
Company which has no preference in respect of dividends or of amounts payable
in the event of any voluntary or involuntary liquidation, dissolution or
winding-up of the Company and which is not subject to redemption by the
Company and any other securities or property into which such stock is
reclassified, converted or exchanged.
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(b) "Change of Control" means the occurrence with respect to the
Company of any of the following events:
(i) a report on Schedule 13(d) is filed with the
Securities and Exchange Commission pursuant to Section 13(d)
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), disclosing that any person, entity or group
(within the meaning of Section 13(d) or 14(d) of the Exchange
Act) is the beneficial owner (as such term is defined in Rule
13d-3 promulgated under the Exchange Act), directly or
indirectly, of 50% or more of the outstanding shares of common
stock of the Company or the combined voting power of the then
outstanding securities of the Company (as determined under
paragraph (d) of Rule 13d-3 promulgated under the Exchange
Act, in the case of rights to acquire common stock or other
securities);
(ii) an event of a nature that would be required to
be reported in response to Item 1(a) of the Current Report on
Form 8-K, as in effect on the date hereof, pursuant to Section
13 or 15(d) of the Exchange Act or would have been required to
be so reported but for the fact that such event had been
"previously reported" as that term is defined in Rule 12b-2
promulgated under the Exchange Act;
(iii) any person, entity or group (within the meaning
of Section 13(d) or 14(d) of the Exchange Act) shall become
the beneficial owner (as such term is defined in Rule 13d-3
promulgated under the Exchange Act), directly or indirectly,
of 50% or more of the outstanding shares of common stock of
the Company or 50% or more of the combined voting power of the
then outstanding securities of the Company (as determined
under paragraph (d) of Rule 13d-3 promulgated under the
Exchange Act, in the case of rights to acquire common stock or
other securities);
(iv) the stockholders of the Company shall approve
any liquidation or dissolution of the Company;
(v) the stockholders of the Company shall approve a
merger, consolidation, reorganization, recapitalization,
exchange offer, acquisition or disposition of assets or other
transaction after the consummation of which any person, entity
or group (within the meaning of Section 13(d) or 14(d) of the
Exchange Act) would become the beneficial owner (as such term
is defined in Rule 13d-3 promulgated under the Exchange Act),
directly or indirectly, of 50% or more of the outstanding
shares of common stock of the Company or 50% or more of the
combined voting power of the then outstanding securities of
the Company (as determined under paragraph (d) of Rule 13d-3
promulgated under the Exchange Act, in the case of rights to
acquire common stock or other securities);
(vi) individuals who constitute the Board of
Directors of the Company on the date hereof ("Incumbent
Board") cease for any reason to constitute at least a majority
thereof, provided that any person becoming a director
subsequent to the date hereof whose election, or nomination
for election by the Company's stockholders, was approved by a
vote of at least two-thirds of the directors comprising the
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remaining members of the Incumbent Board (either by a specific
vote or by approval of the proxy statement of the Company in
which such person is named as a nominee for director, without
objection to such nomination) shall be, for purposes of this
clause (vi), considered as though such person were a member of
the Incumbent Board; or
(vii) a recapitalization or other transaction or
series of related transactions occurs which results in a
decrease by 50% or more in the aggregate percentage ownership
of the then outstanding common stock of the Company or the
combined voting power of the outstanding securities of the
Company held by the stockholders of the Company immediately
prior to giving effect thereto (on a primary basis or on a
fully diluted basis after giving effect to the exercise of
stock options and warrants).
8.9 PAR VALUE. No adjustment in the Exercise Price shall reduce
the Exercise Price below the then par value of the Common Stock. No adjustment
in the Exercise Price need be made under Sections 8.1, 8.3 and 8.4 above if
the Company issues or distributes to the Holder the shares of Common Stock or
evidences of indebtedness, assets, cash, securities, rights, options or
warrants referred to in those paragraphs which the Holder would have been
entitled to receive had this Warrant been exercised prior to the happening of
such event or the record date with respect thereto.
8.10 NOTICES OF RECORD DATE, ETC. In the event:
(a) the Company shall take a record of the holders of its Common
Stock for the purpose of entitling them to receive any dividend or other
distribution, or any right to subscribe for, purchase or otherwise acquire any
shares of stock of any class or any other securities, or to receive any other
right; or
(b) of any capital reorganization of the Company, any
reclassification of the capital stock of the Company, any consolidation, share
exchange 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
corporation; or
(c) of any voluntary or involuntary dissolution, liquidation or
winding-up of the Company, then, and in each such case, the Company shall
deliver or cause to be delivered to the Holder 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 to which the holders of record of Common Stock shall be
entitled to exchange their shares of Common Stock for securities or other
property deliverable upon such reorganization, reclassification,
consolidation, share exchange, merger, conveyance, dissolution, liquidation or
winding-up. Such notice shall be delivered at least thirty (30) days prior to
the date therein specified and this Warrant may be exercised, conditional upon
the occurrence of any such event, prior to said date during the term of this
Warrant no later than five days prior to said date.
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8.11 NOTICE OF ADJUSTMENT. On the happening of an event requiring
an adjustment of the Exercise Price or the shares purchasable hereunder, the
Company shall forthwith give written notice to the Holder stating the adjusted
Exercise Price and the adjusted number and kind of securities or other
property purchasable hereunder resulting from the event and setting forth in
reasonable detail the method of calculation and the facts upon which the
calculation is based.
9. PAYMENT OF TAXES. The Company will pay all documentary stamp taxes
attributable to the initial issuance of this Warrant and of the Warrant Stock
upon the exercise of this Warrant; provided, however, that the Company shall
not be required to pay any tax or taxes which may be payable in respect of any
transfer of all or any part of this Warrant or any certificates for Warrant
Stock in a name other than that of the Holder of this Warrant, and the Company
shall not be required to issue or deliver any Warrant to any transferee unless
or until the person or persons requesting the transfer thereof shall have paid
to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.
10. LEGEND. Upon exercise of this Warrant and the issuance of shares of
Common Stock thereunder, all certificates representing such shares shall bear
substantially the following legend, as well as any other legend(s) required by
applicable law:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED
FOR SALE, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED
OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THAT ACT OR AN
OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE CORPORATION IS OBTAINED
STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE
EXEMPTION FROM SUCH REGISTRATION.
11. APPLICABLE LAW. This Warrant shall be governed by and construed in
accordance with the laws of the State of Texas.
12. NOTICE. Any notice, request, instruction, correspondence or other
document to be given hereunder by any party to another shall be in writing and
delivered in person or by courier service requiring acknowledgment of receipt
of delivery or mailed by certified mail, postage prepaid and return receipt
requested, or by telecopier, as follows:
If to the Company, addressed to:
CytoGenix, Inc.
0000 X. Xxxxxxxx
Xxxxxxx, Xxxxx 00000
Attention: President
Telecopy: (000) 000-0000
If to Holder, addressed to:
Argyll Scientific, L.L.C.
0000 Xxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000-0000
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Attention: Xxxx X. Xxxxxx
Telecopy: (000) 000-0000
Notice given by personal delivery, courier service or mail shall be effective
upon actual receipt. Notice given by telecopier shall be confirmed by
appropriate answer back and shall be effective upon actual receipt if received
during the recipient's normal business hours, or at the beginning of the
recipient's next business day after receipt if not received during the
recipient's normal business hours. All notices by telecopier shall be confirmed
promptly after transmission in writing by certified mail or personal delivery.
Any party may change any address to which notice is to be given to it by giving
Notice as provided above of such change of address.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed on its
behalf, in its corporate name, by its duly authorized officer, all as of the day
and year first above written.
CYTOGENIX, INC.
By: /s/ Xxxxxxx Xxxxxxxx
---------------------
Xxxxxxx Xxxxxxxx, Ph.D., X.X.
President & Chief Executive Officer
CYTOGENIX, INC. CORPORATE SEAL [AFFIXED HERE]
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WARRANT EXERCISE FORM
The undersigned hereby irrevocably elects to exercise the within Warrant to the
extent of purchasing ____ shares of [description of Warrant Stock], and hereby
makes payment in full therefor of $_____________ in cash.
ARGYLL SCIENTIFIC, L.L.C.
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
Date:
------------------------------
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WARRANT ASSIGNMENT FORM
FOR VALUE RECEIVED, ___________________________________________ hereby sells,
assigns and transfers unto _____________________________________________________
Name (Please typewrite or print in block letters)
the right to purchase [describe number of shares of Warrant Stock and Issuer]
represented by this Warrant to the extent of shares as to which such right is
exercisable and does hereby irrevocably constitute and appoint
______________________________ Attorney, to transfer the same on the books of
[insert name of Issuer of Warrant Stock] with full power of substitution in the
premises.
DATED:
------------------
ARGYLL SCIENTIFIC, L.L.C.
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
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