FORM OF DAWSON JAMES WARRANT]Carrington Laboratories Inc /Tx/ • September 7th, 2007 • Perfumes, cosmetics & other toilet preparations • New York
Carrington Laboratories, Inc., a Texas corporation (the "Company"), hereby certifies that, for value received, [Name of Holder] or its registered assigns (the "Holder"), is entitled to purchase from the Company up to a total of [ ] shares of common stock, $0.01 par value per share (the "Common Stock"), of the Company (each such share, a "Warrant Share" and all such shares, the "Warrant Shares") at an exercise price equal to $2.01 per share (as adjusted from time to time as provided in Section 9, the "Exercise Price"), at any time and from time to time from and after October 26, 2007 and through and including the date that is five years after the Effective Date of the initial Registration Statement filed pursuant to the Securities Purchase Agreement (the "Expiration Date"), and subject to the following terms and conditions. This Warrant (this "Warrant") is one of a series of similar Warrants issued in connection with that certain Securities Purchase Agreement, dated as of April 25, 2007
