This Form of Warrant Is Intended for Use with Pipefundstandard Transaction Documents

PipeFund™

Form of

Warrant

This Form of Warrant is intended for use with PipeFundStandard Transaction Documents.

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This form(PST Form) is intended to facilitate expediency and consistency in transactions involving a private investment in a public company’s equity and/or equity-linked securities (PIPE)oran offering of a public company’s equity and/or equity-linked securities directly to purchasers pursuant to an effective registration statement under the Securities Act (RD). Parties to any PIPE or RD transaction should consult with their legal counsel and any other advisers they deem appropriate prior to using this PST Form or engaging in any such transaction. PipeFund Services Organization, LLC (PSO) is not providing any legal advice or opinion in connection with this PST Form or its use in a particular PIPE or RD transaction, disclaims any warranty, express or implied, concerning the use or license of this PSTFormfor any particular PIPE or RD transaction, and shall not have any liability arising out of the use or inability to use this PST Form. This PST Form is the copyrighted property of RPITL, LLC and may not be reproduced, distributed or used in any form without a valid license, and any unauthorized use is strictly prohibited. More information concerning the license or permitted use of this PST Form may be obtained at .

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© 2007 PipeFund Services Organization, LLCPipeFund Form of Escrow Agreement

[NEITHER THISWARRANTNOR THE SECURITIES FOR WHICH THIS WARRANTIS EXERCISABLEHAVE BEEN REGISTERED FOR RESALE WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE ISSUER MAY BE REQUIRED IN CONNECTION WITH ANY SUCH UNREGISTERED RESALE (OTHER THAN PURSUANT TO RULE 144 OF THE SECURITIES ACT). NOTWITHSTANDING THE FOREGOING, THIS WARRANTAND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANTMAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY SUCH SECURITIES PROVIDED THAT ANY EXERCISE OF ANY RIGHTS BY ANY SECURED PARTY SHALL COMPLY WITH THESE LEGEND REQUIREMENTS.][1]

[THIS WARRANT DOES NOT REQUIRE PHYSICAL SURRENDER OF THE WARRANT IN THE EVENT OF A PARTIAL EXERCISE. AS A RESULT, FOLLOWING ANY EXERCISE OF ANY PORTION OF THIS WARRANT, THE NUMBER OF SHARES OF COMMON STOCK FOR WHICH THIS WARRANT MAY BE EXERCISED MAY BE LESS THAN THE NUMBER OF SHARES SET FORTH BELOW.][2]

[COMPANY]

WARRANT TO PURCHASECOMMON STOCK[3]

Warrant Number (if any): [_____]Date of Issuance: [______] (“Issuance Date”)

[Company], a [State] corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [Name of Holder], the registered holder hereof or its permitted assigns (the “Holder”), is entitledto purchase from the Company up to a total of [______][4] shares (“Warrant Shares”) of the Company’s Common Stock at anexercise priceequal to $[______]4 per share (as may be adjusted from time to time as provided herein, the “Exercise Price”) at any time during the period (“Exercise Period”)commencing on [Date] [the Issuance Date] and ending on and including [Date] [the date which is [______(___) [years]4following the Issuance Date] (“Expiration Date”), subject to the terms and conditions set forth herein. The Holder’s Maximum Ownership Percentage is[____]% (which may be changed only as specified in PST Document WAR, as defined below).

1.Incorporation by Reference; Definitions.

(a)Issuance. This Warrant to Purchase Common Stock (“Warrant”) is [one of a series of similar warrants] issued pursuant to that certain Securities Purchase Agreement, dated as of [Date], by and among the Company and the Purchasers identified therein (the “SecuritiesPurchase Agreement”).

(b)Incorporation. This Warrant incorporates by reference, as if set forth herein in its entirety and including without limitation all terms, conditions and provisions set forth therein, the PipeFund Services Organization Standard Transaction Document labeled WAR 8-11(Standard Warrant Terms)[5] available and accessible at (“PST Document WAR”); provided, however, that to the extent any of the terms, conditions or provisions of this Warrant (without such incorporation) contradict or conflict with the terms, conditions or provisions of PST Document WAR, this Warrant shall control.

(c)Defined Terms. Each initially capitalized term used herein and not otherwise defined herein shall have the meaning ascribed thereto in PST Document WAR or the Securities Purchase Agreement (including without limitation definitions incorporated therein by reference to PST Document GTC or by reference indirectly to PST Document DEF, each a PipeFund Standard Transaction Document available and accessible at

2.Specific/Additional Terms.

[Designate specific terms if different than the default provisions set forth in PST Document WAR or DEF (e.g., to prohibit book entry, to change Cashless Exercise, etc.) or add additional terms (e.g., anti-dilution protection for securities issuances, call provision, forced exercise, etc.). Utilizing the definitions contained inPST Document WAR or DEF may minimize drafting.Examples are provided below with default specified.]

[This Warrant shall have [Full Ratchet] [Weighted-Average] [Below-Market] Anti-Dilution Adjustment.] [Default: None]

[This Warrant shall [not] have Cashless Exercise [at all times].] [Default: Cashless Exercise after Rule 144 holding period]

[This Warrant shall not have Book Entry.] [Default: Book Entry permitted]

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.

[COMPANY]

By: ______

Name:

Title:

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© 2008-2011 RPITL, LLCPipeFund Form of Warrant

[1]Delete ifthe offer and sale of the Warrantand Warrant Shares have been registered pursuant to an effective Registration Statement.

[2] Delete if book entry is prohibited.

[3] This Form of Warrant is for the purchase of Common Stock. Modify as appropriate if the Warrant is for securities other than solely Common Stock. If more than one type of Warrant is being issued in the Transaction, amend the title to differentiate the multiple forms of Warrants.

[4] If the Securities Purchase Agreement does not specify the formula for determining the number of Warrant Shares, the Exercise Price and/or the term, such provisions/formulas must be set forth in this Form of Warrant as an exhibit.

[5] The PST Document WAR is for incorporation into a Warrant to Purchase Common Stock and may require appropriate modifications if the Warrant is for securities other than solely Common Stock.