ITRONICS INC
EXHIBIT 10.7
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>itex1070307.htm
<DESCRIPTION>EXHIBIT 10.7
<TEXT>
<html>

<head>
<title>THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 19</title>
</head>

<body>

<p>Exhibit 10.7</p>

<p>&nbsp;</p>

<blockquote>
  <blockquote>
    <p>THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN
    REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH
    HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF MARCH 7, 2007, NEITHER THIS
    WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN
    EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF
    COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE
    TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO
    RULE 144 OR REGULATION S UNDER SUCH ACT.</p>
    <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    Right to Purchase 2,800,000
    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    Shares of Common Stock, par
    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    value $.001 per share</p>
    <b><p ALIGN="CENTER">STOCK PURCHASE WARRANT</p>
    <p>THIS CERTIFIES THAT</b>, for value received, AJW QUALIFIED PARTNERS, LLC or its
    registered assigns, is entitled to purchase from <b>Itronics Inc.,</b> a Texas corporation
    (the &quot;Company&quot;), at any time or from time to time during the period specified in
    Paragraph&nbsp;2 hereof, 2,800,000 fully paid and nonassessable shares of the
    Company&#146;s Common Stock, par value $.001 per share (the &quot;Common Stock&quot;), at
    an exercise price per share equal to $.01 (the &quot;Exercise Price&quot;). The term
    &quot;Warrant Shares,&quot; as used herein, refers to the shares of Common Stock
    purchasable hereunder. The Warrant Shares and the Exercise Price are subject to adjustment
    as provided in Paragraph 4 hereof. The term &quot;Warrants&quot; means this Warrant and
    the other warrants issued pursuant to that certain Securities Purchase Agreement, dated
    March 7, 2007, by and among the Company and the Buyers listed on the execution page
    thereof (the &quot;Securities Purchase Agreement&quot;). </p>
    <p>This Warrant is subject to the following terms, provisions, and conditions: </p>
    <b><font FACE="Times New Roman Bold" COLOR="#ff0000"><p></font><font
    FACE="Times New Roman Bold" color="#400040">1.</font><font FACE="Times New Roman Bold"
    COLOR="#ff0000"> </font><font FACE="Times New Roman Bold"><u>Manner of Exercise; Issuance
    of Certificates; Payment for Shares. </p>
    </u></font></b><p>Subject to the provisions hereof, this Warrant may be exercised by the
    holder hereof, in whole or in part, by the surrender of this Warrant, together with a
    completed exercise agreement in the form attached hereto (the &quot;Exercise
    Agreement&quot;), to the Company during normal business hours on any business day at the
    Company&#146;s principal executive offices (or such other office or agency of the Company
    as it may designate by notice to the holder hereof), and upon (i) payment to the Company</p>
    <p align="center">&nbsp;</p>
    <hr>
    <p>in cash, by certified or official bank check or by wire transfer for the account of the
    Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement
    or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant
    to an effective registration statement under the Securities Act of 1933, as amended (the
    &quot;Securities Act&quot;), delivery to the Company of a written notice of an election to
    effect a &quot;Cashless Exercise&quot; (as defined in Section 11(c) below) for the Warrant
    Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be
    deemed to be issued to the holder hereof or such holder&#146;s designee, as the record
    owner of such shares, as of the close of business on the date on which this Warrant shall
    have been surrendered, the completed Exercise Agreement shall have been delivered, and
    payment shall have been made for such shares as set forth above. Certificates for the
    Warrant Shares so purchased, representing the aggregate number of shares specified in the
    Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not
    exceeding five (5) business days, after this Warrant shall have been so exercised. The
    certificates so delivered shall be in such denominations as may be requested by the holder
    hereof and shall be registered in the name of such holder or such other name as shall be
    designated by such holder. If this Warrant shall have been exercised only in part, then,
    unless this Warrant has expired, the Company shall, at its expense, at the time of
    delivery of such certificates, deliver to the holder a new Warrant representing the number
    of shares with respect to which this Warrant shall not then have been exercised. In
    addition to all other available remedies at law or in equity, if the Company fails to
    deliver certificates for the Warrant Shares within five (5) business days after this
    Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the
    &quot;Penalty&quot;) equal to 2% of the number of Warrant Shares that the holder is
    entitled to multiplied by the Market Price (as hereinafter defined) for each day that the
    Company fails to deliver certificates for the Warrant Shares. For example, if the holder
    is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company
    shall pay to the holder $4,000 for each day that the Company fails to deliver certificates
    for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the
    month following the month in which it has accrued.</p>
    <p>Notwithstanding anything in this Warrant to the contrary, in no event shall the holder
    of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in
    excess of the number of Warrants (or portions thereof) upon exercise of which the sum of
    (i) the number of shares of Common Stock beneficially owned by the holder and its
    affiliates (other than shares of Common Stock which may be deemed beneficially owned
    through the ownership of the unexercised Warrants and the unexercised or unconverted
    portion of any other securities of the Company (including the Notes (as defined in the
    Securities Purchase Agreement)) subject to a limitation on conversion or exercise
    analogous to the limitation contained herein) and (ii) the number of shares of Common
    Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which
    the determination described herein is being made, would result in beneficial ownership by
    the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock.
    For purposes of the immediately preceding sentence, beneficial ownership shall be
    determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as
    amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of
    the preceding sentence. Notwithstanding anything to the contrary contained herein, the
    limitation on exercise of this Warrant set forth herein may not be amended without (i) the
    written consent of the holder hereof and the Company and (ii) the approval of a majority
    of shareholders of the Company.</p>
    <p align="center">2</p>
    <hr>
    <b><font FACE="Times New Roman Bold" COLOR="#ff0000"><p></font><font
    FACE="Times New Roman Bold" color="#400040">2.</font><font FACE="Times New Roman Bold"
    COLOR="#ff0000"> </font><font FACE="Times New Roman Bold"><u>Period of Exercise</u>.</p>
    </font><p></b>This Warrant is exercisable at any time or from time to time on or after the
    date on which this Warrant is issued and delivered pursuant to the terms of the Securities
    Purchase Agreement and before 6:00 p.m., New York, New York time on the seventh (7<sup>th</sup>)
    anniversary of the date of issuance (the &quot;Exercise Period&quot;).</p>
    <b><font FACE="Times New Roman Bold" COLOR="#ff0000"><p></font><font
    FACE="Times New Roman Bold" color="#400040">3.</font><font FACE="Times New Roman Bold"
    COLOR="#ff0000"> </font><font FACE="Times New Roman Bold"><u>Certain Agreements of the
    Company</u>.</p>
    </font></b><p>The Company hereby covenants and agrees as follows:</p>
    <b><p>(a) <u>Shares to be Fully Paid</u>.</b> All Warrant Shares will, upon issuance in
    accordance with the terms of this Warrant, be validly issued, fully paid, and
    nonassessable and free from all taxes, liens, and charges with respect to the issue
    thereof.</p>
    <b><p>(b) <u>Reservation of Shares</u>.</b> During the Exercise Period, the Company shall
    at all times have authorized, and reserved for the purpose of issuance upon exercise of
    this Warrant, a sufficient number of shares of Common Stock to provide for the exercise of
    this Warrant.</p>
    <b><p>(c) <u>Listing</u>.</b> The Company shall promptly secure the listing of the shares
    of Common Stock issuable upon exercise of the Warrant upon each national securities
    exchange or automated quotation system, if any, upon which shares of Common Stock are then
    listed (subject to official notice of issuance upon exercise of this Warrant) and shall
    maintain, so long as any other shares of Common Stock shall be so listed, such listing of
    all shares of Common Stock from time to time issuable upon the exercise of this Warrant;
    and the Company shall so list on each national securities exchange or automated quotation
    system, as the case may be, and shall maintain such listing of, any other shares of
    capital stock of the Company issuable upon the exercise of this Warrant if and so long as
    any shares of the same class shall be listed on such national securities exchange or
    automated quotation system.</p>
    <b><p>(d) <u>Certain Actions Prohibited</u>.</b> The Company will not, by amendment of its
    charter or through any reorganization, transfer of assets, consolidation, merger,
    dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to
    avoid the observance or performance of any of the terms to be observed or performed by it
    hereunder, but will at all times in good faith assist in the carrying out of all the
    provisions of this Warrant and in the taking of all such action as may reasonably be
    requested by the holder of this Warrant in order to protect the exercise privilege of the
    holder of this Warrant against dilution or other impairment, consistent with the tenor and
    purpose of this Warrant. Without limiting the generality of the foregoing, the Company (i)
    will not increase the par value of any shares of Common Stock receivable upon the exercise
    of this Warrant above the Exercise Price then in effect, and (ii) will take all such
    actions as may be necessary or appropriate in order that the Company may validly and
    legally issue fully paid and nonassessable shares of Common Stock upon the exercise of
    this Warrant.</p>
    <b><p>(e) <u>Successors and Assigns</u>.</b> This Warrant will be binding upon any entity
    succeeding to the Company by merger, consolidation, or acquisition of all or substantially
    all the Company&#146;s assets.</p>
    <b><font FACE="Times New Roman Bold" COLOR="#ff0000"><p></font><font
    FACE="Times New Roman Bold" color="#400040">4</font><font FACE="Times New Roman Bold"
    COLOR="#ff0000">. </font><font FACE="Times New Roman Bold"><u>Antidilution Provisions</u>.
    </p>
    </font></b><p>During the Exercise Period, the Exercise Price and the number of Warrant
    Shares shall be subject to adjustment from time to time as provided in this Paragraph 4.</p>
    <p align="center">3</p>
    <hr>
    <p>In the event that any adjustment of the Exercise Price as required herein results in a
    fraction of a cent, such Exercise Price shall be rounded up to the nearest cent.</p>
    <b><p>(a) <u>Adjustment of Exercise Price and Number of Shares upon Issuance of Common
    Stock</u>.</b> Except as otherwise provided in Paragraphs 4(c) and 4(e) hereof, if and
    whenever on or after the date of issuance of this Warrant, the Company issues or sells, or
    in accordance with Paragraph 4(b) hereof is deemed to have issued or sold, any shares of
    Common Stock for no consideration or for a consideration per share (before deduction of
    reasonable expenses or commissions or underwriting discounts or allowances in connection
    therewith) less than the Market Price on the date of issuance (a &quot;Dilutive
    Issuance&quot;), then immediately upon the Dilutive Issuance, the Exercise Price will be
    reduced to a price determined by multiplying the Exercise Price in effect immediately
    prior to the Dilutive Issuance by a fraction, (i) the numerator of which is an amount
    equal to the sum of (x) the number of shares of Common Stock actually outstanding
    immediately prior to the Dilutive Issuance, plus (y) the quotient of the aggregate
    consideration, calculated as set forth in Paragraph 4(b) hereof, received by the Company
    upon such Dilutive Issuance divided by the Market Price in effect immediately prior to the
    Dilutive Issuance, and (ii) the denominator of which is the total number of shares of
    Common Stock Deemed Outstanding (as defined below) immediately after the Dilutive
    Issuance. </p>
    <b><p>(b) <u>Effect on Exercise Price of Certain Events</u>.</b> For purposes of
    determining the adjusted Exercise Price under Paragraph 4(a) hereof, the following will be
    applicable:</p>
    <b><p>(i) <u>Issuance of Rights or Options</u>.</b> If the Company in any manner issues or
    grants any warrants, rights or options, whether or not immediately exercisable, to
    subscribe for or to purchase Common Stock or other securities convertible into or
    exchangeable for Common Stock (&quot;Convertible Securities&quot;) (such warrants, rights
    and options to purchase Common Stock or Convertible Securities are hereinafter referred to
    as &quot;Options&quot;) and the price per share for which Common Stock is issuable upon
    the exercise of such Options is less than the Market Price on the date of issuance or
    grant of such Options, then the maximum total number of shares of Common Stock issuable
    upon the exercise of all such Options will, as of the date of the issuance or grant of
    such Options, be deemed to be outstanding and to have been issued and sold by the Company
    for such price per share. For purposes of the preceding sentence, the &quot;price per
    share for which Common Stock is issuable upon the exercise of such Options&quot; is
    determined by dividing (i) the total amount, if any, received or receivable by the Company
    as consideration for the issuance or granting of all such Options, plus the minimum
    aggregate amount of additional consideration, if any, payable to the Company upon the
    exercise of all such Options, plus, in the case of Convertible Securities issuable upon
    the exercise of such Options, the minimum aggregate amount of additional consideration
    payable upon the conversion or exchange thereof at the time such Convertible Securities
    first become convertible or exchangeable, by (ii) the maximum total number of shares of
    Common Stock issuable upon the exercise of all such Options (assuming full conversion of
    Convertible Securities, if applicable). No further adjustment to the Exercise Price will
    be made upon the actual issuance of such Common Stock upon the exercise of such Options or
    upon the conversion or exchange of Convertible Securities issuable upon exercise of such
    Options.</p>
    <b><p>(ii) <u>Issuance of Convertible Securities</u>.</b> If the Company in any manner
    issues or sells any Convertible Securities, whether or not immediately convertible (other
    than where the same are</p>
    <p align="center">4</p>
    <hr>
    <p>issuable upon the exercise of Options) and the price per share for which Common Stock
    is issuable upon such conversion or exchange is less than the Market Price on the date of
    issuance, then the maximum total number of shares of Common Stock issuable upon the
    conversion or exchange of all such Convertible Securities will, as of the date of the
    issuance of such Convertible Securities, be deemed to be outstanding and to have been
    issued and sold by the Company for such price per share. For the purposes of the preceding
    sentence, the &quot;price per share for which Common Stock is issuable upon such
    conversion or exchange&quot; is determined by dividing (i) the total amount, if any,
    received or receivable by the Company as consideration for the issuance or sale of all
    such Convertible Securities, plus the minimum aggregate amount of additional
    consideration, if any, payable to the Company upon the conversion or exchange thereof at
    the time such Convertible Securities first become convertible or exchangeable, by (ii) the
    maximum total number of shares of Common Stock issuable upon the conversion or exchange of
    all such Convertible Securities. No further adjustment to the Exercise Price will be made
    upon the actual issuance of such Common Stock upon conversion or exchange of such
    Convertible Securities.</p>
    <b><p>(iii) <u>Change in Option Price or Conversion Rate</u>.</b> If there is a change at
    any time in (i) the amount of additional consideration payable to the Company upon the
    exercise of any Options; (ii) the amount of additional consideration, if any, payable to
    the Company upon the conversion or exchange of any Convertible Securities; or (iii) the
    rate at which any Convertible Securities are convertible into or exchangeable for Common
    Stock (other than under or by reason of provisions designed to protect against dilution),
    the Exercise Price in effect at the time of such change will be readjusted to the Exercise
    Price which would have been in effect at such time had such Options or Convertible
    Securities still outstanding provided for such changed additional consideration or changed
    conversion rate, as the case may be, at the time initially granted, issued or sold.</p>
    <b><p>(iv) <u>Treatment of Expired Options and Unexercised Convertible Securities</u>.</b>
    If, in any case, the total number of shares of Common Stock issuable upon exercise of any
    Option or upon conversion or exchange of any Convertible Securities is not, in fact,
    issued and the rights to exercise such Option or to convert or exchange such Convertible
    Securities shall have expired or terminated, the Exercise Price then in effect will be
    readjusted to the Exercise Price which would have been in effect at the time of such
    expiration or termination had such Option or Convertible Securities, to the extent
    outstanding immediately prior to such expiration or termination (other than in respect of
    the actual number of shares of Common Stock issued upon exercise or conversion thereof),
    never been issued.</p>
    <b><p>(v) <u>Calculation of Consideration Received</u>.</b> If any Common Stock, Options
    or Convertible Securities are issued, granted or sold for cash, the consideration received
    therefor for purposes of this Warrant will be the amount received by the Company therefor,
    before deduction of reasonable commissions, underwriting discounts or allowances or other
    reasonable expenses paid or incurred by the Company in connection with such issuance,
    grant or sale. In case any Common Stock, Options or Convertible Securities are issued or
    sold for a consideration part or all of which shall be</p>
    <p align="center">5</p>
    <hr>
    <p>other than cash, the amount of the consideration other than cash received by the
    Company will be the fair value of such consideration, except where such consideration
    consists of securities, in which case the amount of consideration received by the Company
    will be the Market Price thereof as of the date of receipt. In case any Common Stock,
    Options or Convertible Securities are issued in connection with any acquisition, merger or
    consolidation in which the Company is the surviving corporation, the amount of
    consideration therefor will be deemed to be the fair value of such portion of the net
    assets and business of the non-surviving corporation as is attributable to such Common
    Stock, Options or Convertible Securities, as the case may be. The fair value of any
    consideration other than cash or securities will be determined in good faith by the Board
    of Directors of the Company.</p>
    <b><p>(vi) <u>Exceptions to Adjustment of Exercise Price</u>.</b> No adjustment to the
    Exercise Price will be made (i) upon the exercise of any warrants, options or convertible
    securities granted, issued and outstanding on the date of issuance of this Warrant; (ii)
    upon the grant or exercise of any stock or options which may hereafter be granted or
    exercised under any employee benefit plan, stock option plan or restricted stock plan of
    the Company now existing or to be implemented in the future, so long as the issuance of
    such stock or options is approved by a majority of the independent members of the Board of
    Directors of the Company or a majority of the members of a committee of independent
    directors established for such purpose; or (iii) upon the exercise of the Warrants.</p>
    <b><p>(c) <u>Subdivision or Combination of Common Stock</u>.</b> If the Company at any
    time subdivides (by any stock split, stock dividend, recapitalization, reorganization,
    reclassification or otherwise) the shares of Common Stock acquirable hereunder into a
    greater number of shares, then, after the date of record for effecting such subdivision,
    the Exercise Price in effect immediately prior to such subdivision will be proportionately
    reduced. If the Company at any time combines (by reverse stock split, recapitalization,
    reorganization, reclassification or otherwise) the shares of Common Stock acquirable
    hereunder into a smaller number of shares, then, after the date of record for effecting
    such combination, the Exercise Price in effect immediately prior to such combination will
    be proportionately increased.</p>
    <b><p>(d) <u>Adjustment in Number of Shares</u>.</b> Upon each adjustment of the Exercise
    Price pursuant to the provisions of this Paragraph 4, the number of shares of Common Stock
    issuable upon exercise of this Warrant shall be adjusted by multiplying a number equal to
    the Exercise Price in effect immediately prior to such adjustment by the number of shares
    of Common Stock issuable upon exercise of this Warrant immediately prior to such
    adjustment and dividing the product so obtained by the adjusted Exercise Price.</p>
    <b><p>(e) <u>Consolidation, Merger or Sale</u>.</b> In case of any consolidation of the
    Company with, or merger of the Company into any other corporation, or in case of any sale
    or conveyance of all or substantially all of the assets of the Company other than in
    connection with a plan of complete liquidation of the Company, then as a condition of such
    consolidation, merger or sale or conveyance, adequate provision will be made whereby the
    holder of this Warrant will have the right to acquire and receive upon exercise of this
    Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the
    exercise of this Warrant, such shares of stock, securities or assets as may be issued or
    payable with respect to or in exchange for the number of shares of Common Stock
    immediately theretofore acquirable and receivable upon exercise of this Warrant had such
    consolidation, merger or sale or conveyance not taken place. In any such case, the Company
    will make appropriate provision to insure that the provisions of this Paragraph 4 hereof
    will thereafter be applicable as nearly as may be in relation to any shares of stock or
    securities thereafter deliverable upon the exercise of this Warrant. The Company will not
    effect any consolidation, merger or sale or</p>
    <p align="center">6</p>
    <hr>
    <p>conveyance unless prior to the consummation thereof, the successor corporation (if
    other than the Company) assumes by written instrument the obligations under this Paragraph
    4 and the obligations to deliver to the holder of this Warrant such shares of stock,
    securities or assets as, in accordance with the foregoing provisions, the holder may be
    entitled to acquire.</p>
    <b><p>(f) <u>Distribution of Assets</u>.</b> In case the Company shall declare or make any
    distribution of its assets (including cash) to holders of Common Stock as a partial
    liquidating dividend, by way of return of capital or otherwise, then, after the date of
    record for determining shareholders entitled to such distribution, but prior to the date
    of distribution, the holder of this Warrant shall be entitled upon exercise of this
    Warrant for the purchase of any or all of the shares of Common Stock subject hereto, to
    receive the amount of such assets which would have been payable to the holder had such
    holder been the holder of such shares of Common Stock on the record date for the
    determination of shareholders entitled to such distribution.</p>
    <b><p>(g) <u>Notice of Adjustment</u>.</b> Upon the occurrence of any event which requires
    any adjustment of the Exercise Price, then, and in each such case, the Company shall give
    notice thereof to the holder of this Warrant, which notice shall state the Exercise Price
    resulting from such adjustment and the increase or decrease in the number of Warrant
    Shares purchasable at such price upon exercise, setting forth in reasonable detail the
    method of calculation and the facts upon which such calculation is based. Such calculation
    shall be certified by the Chief Financial Officer of the Company.</p>
    <b><p>(h) <u>Minimum Adjustment of Exercise Price</u>.</b> No adjustment of the Exercise
    Price shall be made in an amount of less than 1% of the Exercise Price in effect at the
    time such adjustment is otherwise required to be made, but any such lesser adjustment
    shall be carried forward and shall be made at the time and together with the next
    subsequent adjustment which, together with any adjustments so carried forward, shall
    amount to not less than 1% of such Exercise Price.</p>
    <b><p>(i) <u>No Fractional Shares</u>.</b> No fractional shares of Common Stock are to be
    issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in
    respect of any fractional share which would otherwise be issuable in an amount equal to
    the same fraction of the Market Price of a share of Common Stock on the date of such
    exercise.</p>
    <b><p>(j) <u>Other Notices</u>.</b> In case at any time:</p>
    <b><p>(i) </b>the Company shall declare any dividend upon the Common Stock payable in
    shares of stock of any class or make any other distribution (including dividends or
    distributions payable in cash out of retained earnings) to the holders of the Common
    Stock;</p>
    <b><p>(ii) </b>the Company shall offer for subscription pro rata to the holders of the
    Common Stock any additional shares of stock of any class or other rights;</p>
    <b><p>(iii) </b>there shall be any capital reorganization of the Company, or
    reclassification of the Common Stock, or consolidation or merger of the Company with or
    into, or sale of all or substantially all its assets to, another corporation or entity; or</p>
    <b><p>(iv) </b>there shall be a voluntary or involuntary dissolution, liquidation or
    winding up of the Company;</p>
    <p align="center">7</p>
    <hr>
    <p ALIGN="JUSTIFY">then, in each such case, the Company shall give to the holder of this
    Warrant (a) notice of the date on which the books of the Company shall close or a record
    shall be taken for determining the holders of Common Stock entitled to receive any such
    dividend, distribution, or subscription rights or for determining the holders of Common
    Stock entitled to vote in respect of any such reorganization, reclassification,
    consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of
    any such reorganization, reclassification, consolidation, merger, sale, dissolution,
    liquidation or winding-up, notice of the date (or, if not then known, a reasonable
    approximation thereof by the Company) when the same shall take place. Such notice shall
    also specify the date on which the holders of Common Stock shall be entitled to receive
    such dividend, distribution, or subscription rights or to exchange their Common Stock for
    stock or other securities or property deliverable upon such reorganization,
    reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as
    the case may be. Such notice shall be given at least 30 days prior to the record date or
    the date on which the Company&#146;s books are closed in respect thereto. Failure to give
    any such notice or any defect therein shall not affect the validity of the proceedings
    referred to in clauses (i), (ii), (iii) and (iv) above.</p>
    <b><p>(k) <u>Certain Events</u>.</b> If any event occurs of the type contemplated by the
    adjustment provisions of this Paragraph 4 but not expressly provided for by such
    provisions, the Company will give notice of such event as provided in Paragraph 4(g)
    hereof, and the Company&#146;s Board of Directors will make an appropriate adjustment in
    the Exercise Price and the number of shares of Common Stock acquirable upon exercise of
    this Warrant so that the rights of the holder shall be neither enhanced nor diminished by
    such event.</p>
    <b><p>(l) <u>Certain Definitions</u>.</b> </p>
    <b><p>(i) &quot;<u>Common Stock Deemed Outstanding</u>&quot;</b> shall mean the number of
    shares of Common Stock actually outstanding (not including shares of Common Stock held in
    the treasury of the Company), plus (x) pursuant to Paragraph 4(b)(i) hereof, the maximum
    total number of shares of Common Stock issuable upon the exercise of Options, as of the
    date of such issuance or grant of such Options, if any, and (y) pursuant to Paragraph
    4(b)(ii) hereof, the maximum total number of shares of Common Stock issuable upon
    conversion or exchange of Convertible Securities, as of the date of issuance of such
    Convertible Securities, if any. </p>
    <b><p>(ii) &quot;<u>Market Price</u>,&quot;</b> as of any date, (i) means the average of
    the last reported sale prices for the shares of Common Stock on the OTCBB for the five (5)
    Trading Days immediately preceding such date as reported by Bloomberg, or (ii) if the
    OTCBB is not the principal trading market for the shares of Common Stock, the average of
    the last reported sale prices on the principal trading market for the Common Stock during
    the same period as reported by Bloomberg, or (iii) if market value cannot be calculated as
    of such date on any of the foregoing bases, the Market Price shall be the fair market
    value as reasonably determined in good faith by (a) the Board of Directors of the Company
    or, at the option of a majority-in-interest of the holders of the outstanding Warrants by
    (b) an independent investment bank of nationally recognized standing in the valuation of
    businesses similar to the business of the corporation. The manner of determining the
    Market Price of the Common Stock set forth in the foregoing definition shall apply with
    respect to any other security in respect of which a determination as to market value must
    be made hereunder.</p>
    <p align="center">8</p>
    <hr>
    <b><p>(iii) &quot;<u>Common Stock</u>,&quot;</b> for purposes of this Paragraph 4,
    includes the Common Stock, par value $.001 per share, and any additional class of stock of
    the Company having no preference as to dividends or distributions on liquidation, provided
    that the shares purchasable pursuant to this Warrant shall include only shares of Common
    Stock, par value $.001 per share, in respect of which this Warrant is exercisable, or
    shares resulting from any subdivision or combination of such Common Stock, or in the case
    of any reorganization, reclassification, consolidation, merger, or sale of the character
    referred to in Paragraph 4(e) hereof, the stock or other securities or property provided
    for in such Paragraph.</p>
    <b><font FACE="Times New Roman Bold" COLOR="#ff0000"><p></font><font
    FACE="Times New Roman Bold" color="#400040">5.</font><font FACE="Times New Roman Bold"
    COLOR="#ff0000"> </font><font FACE="Times New Roman Bold"><u>Issue Tax</u>.</p>
    </font></b><p>The issuance of certificates for Warrant Shares upon the exercise of this
    Warrant shall be made without charge to the holder of this Warrant or such shares for any
    issuance tax or other costs in respect thereof, provided that the Company shall not be
    required to pay any tax which may be payable in respect of any transfer involved in the
    issuance and delivery of any certificate in a name other than the holder of this Warrant.</p>
    <b><font FACE="Times New Roman Bold" COLOR="#ff0000"><p></font><font
    FACE="Times New Roman Bold" color="#400040">6.</font><font FACE="Times New Roman Bold"
    COLOR="#ff0000"> </font><font FACE="Times New Roman Bold"><u>No Rights or Liabilities as a
    Shareholder</u>.</p>
    </font></b><p>This Warrant shall not entitle the holder hereof to any voting rights or
    other rights as a shareholder of the Company. No provision of this Warrant, in the absence
    of affirmative action by the holder hereof to purchase Warrant Shares, and no mere
    enumeration herein of the rights or privileges of the holder hereof, shall give rise to
    any liability of such holder for the Exercise Price or as a shareholder of the Company,
    whether such liability is asserted by the Company or by creditors of the Company.</p>
    <b><font FACE="Times New Roman Bold"><p>7. <u>Transfer, Exchange, and Replacement of
    Warrant</u>.</p>
    </font><p>(a) <u>Restriction on Transfer</u>.</b> This Warrant and the rights granted to
    the holder hereof are transferable, in whole or in part, upon surrender of this Warrant,
    together with a properly executed assignment in the form attached hereto, at the office or
    agency of the Company referred to in Paragraph&nbsp;7(e) below, provided, however, that
    any transfer or assignment shall be subject to the conditions set forth in Paragraph 7(f)
    hereof and to the applicable provisions of the Securities Purchase Agreement. Until due
    presentment for registration of transfer on the books of the Company, the Company may
    treat the registered holder hereof as the owner and holder hereof for all purposes, and
    the Company shall not be affected by any notice to the contrary. Notwithstanding anything
    to the contrary contained herein, the registration rights described in Paragraph 8 are
    assignable only in accordance with the provisions of that certain Registration Rights
    Agreement, dated March 7, 2007, by and among the Company and the other signatories thereto
    (the &quot;Registration Rights Agreement&quot;).</p>
    <b><p>(b) <u>Warrant Exchangeable for Different Denominations</u>.</b> This Warrant is
    exchangeable, upon the surrender hereof by the holder hereof at the office or agency of
    the Company referred to in Paragraph 7(e) below, for new Warrants of like tenor
    representing in the aggregate the right to purchase the number of shares of Common Stock
    which may be purchased hereunder, each of such new Warrants to represent the right to
    purchase such number of shares as shall be designated by the holder hereof at the time of
    such surrender.</p>
    <b><p>(c) <u>Replacement of Warrant</u>.</b> Upon receipt of evidence reasonably
    satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant
    and, in the case of any such loss, theft, or destruction, upon delivery of an indemnity
    agreement reasonably satisfactory in form and amount to the Company, or, in the case of
    any such mutilation, upon surrender and cancellation of this</p>
    <p align="center">9</p>
    <hr>
    <p>Warrant, the Company, at its expense, will execute and deliver, in lieu thereof, a new
    Warrant of like tenor.</p>
    <b><p>(d) <u>Cancellation; Payment of Expenses</u>.</b> Upon the surrender of this Warrant
    in connection with any transfer, exchange, or replacement as provided in this Paragraph 7,
    this Warrant shall be promptly canceled by the Company. The Company shall pay all taxes
    (other than securities transfer taxes) and all other expenses (other than legal expenses,
    if any, incurred by the holder or transferees) and charges payable in connection with the
    preparation, execution, and delivery of Warrants pursuant to this Paragraph 7.</p>
    <b><p>(e) <u>Register</u>.</b> The Company shall maintain, at its principal executive
    offices (or such other office or agency of the Company as it may designate by notice to
    the holder hereof), a register for this Warrant, in which the Company shall record the
    name and address of the person in whose name this Warrant has been issued, as well as the
    name and address of each transferee and each prior owner of this Warrant.</p>
    <b><p>(f) <u>Exercise or Transfer Without Registration</u>.</b> If, at the time of the
    surrender of this Warrant in connection with any exercise, transfer, or exchange of this
    Warrant, this Warrant (or, in the case of any exercise, the Warrant Shares issuable
    hereunder), shall not be registered under the Securities Act of 1933, as amended (the
    &quot;Securities Act&quot;) and under applicable state securities or blue sky laws, the
    Company may require, as a condition of allowing such exercise, transfer, or exchange, (i)
    that the holder or transferee of this Warrant, as the case may be, furnish to the Company
    a written opinion of counsel, which opinion and counsel are acceptable to the Company, to
    the effect that such exercise, transfer, or exchange may be made without registration
    under said Act and under applicable state securities or blue sky laws, (ii) that the
    holder or transferee execute and deliver to the Company an investment letter in form and
    substance acceptable to the Company and (iii) that the transferee be an &quot;accredited
    investor&quot; as defined in Rule 501(a) promulgated under the Securities Act; provided
    that no such opinion, letter or status as an &quot;accredited investor&quot; shall be
    required in connection with a transfer pursuant to Rule 144 under the Securities Act. The
    first holder of this Warrant, by taking and holding the same, represents to the Company
    that such holder is acquiring this Warrant for investment and not with a view to the
    distribution thereof. </p>
    <b><font FACE="Times New Roman Bold" COLOR="#ff0000"><p></font><font
    FACE="Times New Roman Bold" color="#400040">8.</font><font FACE="Times New Roman Bold"
    COLOR="#ff0000"> </font><font FACE="Times New Roman Bold"><u>Registration Rights</u>. </p>
    </font></b><p>The initial holder of this Warrant (and certain assignees thereof) is
    entitled to the benefit of such registration rights in respect of the Warrant Shares as
    are set forth in Section&nbsp;2 of the Registration Rights Agreement.</p>
    <b><font FACE="Times New Roman Bold" COLOR="#ff0000"><p></font><font
    FACE="Times New Roman Bold" color="#400040">9.</font><font FACE="Times New Roman Bold"
    COLOR="#ff0000"> </font><font FACE="Times New Roman Bold"><u>Notices</u>.</p>
    </font></b><p>All notices, requests, and other communications required or permitted to be
    given or delivered hereunder to the holder of this Warrant shall be in writing, and shall
    be personally delivered, or shall be sent by certified or registered mail or by recognized
    overnight mail courier, postage prepaid and addressed, to such holder at the address shown
    for such holder on the books of the Company, or at such other address as shall have been
    furnished to the Company by notice from such holder. All notices, requests, and other
    communications required or permitted to be given or delivered hereunder to the Company
    shall be in writing, and shall be personally delivered, or shall be sent by certified or
    registered mail or by recognized overnight mail courier, postage prepaid and addressed, to
    the office of the Company at 6490 S. McCarran Blvd., Building C-23, Reno, NV 89510,
    Attention: President, or at such other address as shall have been furnished to the holder
    of this Warrant by notice from the Company. Any such notice, request, or other
    communication may be</p>
    <p align="center">10</p>
    <hr>
    <p>sent by facsimile, but shall in such case be subsequently confirmed by a writing
    personally delivered or sent by certified or registered mail or by recognized overnight
    mail courier as provided above. All notices, requests, and other communications shall be
    deemed to have been given either at the time of the receipt thereof by the person entitled
    to receive such notice at the address of such person for purposes of this Paragraph 9, or,
    if mailed by registered or certified mail or with a recognized overnight mail courier upon
    deposit with the United States Post Office or such overnight mail courier, if postage is
    prepaid and the mailing is properly addressed, as the case may be.</p>
    <b><font FACE="Times New Roman Bold" COLOR="#ff0000"><p></font><font
    FACE="Times New Roman Bold" color="#400040">10.</font><font FACE="Times New Roman Bold"
    COLOR="#ff0000"> </font><font FACE="Times New Roman Bold"><u>Governing Law.</p>
    </u></font></b><p>THIS WARRANT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE
    WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
    ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. THE
    PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL
    COURTS LOCATED IN NEW YORK, NEW YORK WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS
    WARRANT, THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS
    CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN
    INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING. BOTH PARTIES FURTHER
    AGREE THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN
    EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING.
    NOTHING HEREIN SHALL AFFECT EITHER PARTY&#146;S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER
    PERMITTED BY LAW. BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT
    OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON
    SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE PARTY WHICH DOES NOT PREVAIL IN ANY
    DISPUTE ARISING UNDER THIS WARRANT SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES,
    INCLUDING ATTORNEYS&#146; FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH
    DISPUTE.</p>
    <b><font FACE="Times New Roman Bold"><p>11. <u>Miscellaneous.</p>
    </u></font><p>(a) <u>Amendments</u>.</b> This Warrant and any provision hereof may only be
    amended by an instrument in writing signed by the Company and the holder hereof.</p>
    <b><p>(b) <u>Descriptive Headings</u>.</b> The descriptive headings of the several
    paragraphs of this Warrant are inserted for purposes of reference only, and shall not
    affect the meaning or construction of any of the provisions hereof.</p>
    <b><p>(c) <a NAME="MacroMark"></a><u>Cashless Exercise</u>.</b> Notwithstanding anything
    to the contrary contained in this Warrant, if the resale of the Warrant Shares by the
    holder is not then registered pursuant to an effective registration statement under the
    Securities Act, this Warrant may be exercised by presentation and surrender of this
    Warrant to the Company at its principal executive offices with a written notice of the
    holder&#146;s intention to effect a cashless exercise, including a calculation of the
    number of shares of Common Stock to be issued upon such exercise in accordance with the
    terms hereof (a &quot;Cashless Exercise&quot;). In the event of a Cashless Exercise, in
    lieu of paying the Exercise Price in cash, the holder shall</p>
    <p align="center">11</p>
    <hr>
    <p>surrender this Warrant for that number of shares of Common Stock determined by
    multiplying the number of Warrant Shares to which it would otherwise be entitled by a
    fraction, the numerator of which shall be the difference between the then current Market
    Price per share of the Common Stock and the Exercise Price, and the denominator of which
    shall be the then current Market Price per share of Common Stock. For example, if the
    holder is exercising 100,000 Warrants with a per Warrant exercise price of $0.75 per share
    through a cashless exercise when the Common Stock&#146;s current Market Price per share is
    $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of
    Common Stock.</p>
    <b><p>(d) <u>Remedies</u></b>. The Company acknowledges that a breach by it of its
    obligations hereunder will cause irreparable harm to the holder, by vitiating the intent
    and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges
    that the remedy at law for a breach of its obligations under this Warrant will be
    inadequate and agrees, in the event of a breach or threatened breach by the Company of the
    provisions of this Warrant, that the holder shall be entitled, in addition to all other
    available remedies at law or in equity, and in addition to the penalties assessable
    herein, to an injunction or injunctions restraining, preventing or curing any breach of
    this Warrant and to enforce specifically the terms and provisions thereof, without the
    necessity of showing economic loss and without any bond or other security being required.</p>
    <p>&nbsp;</p>
    <p ALIGN="CENTER">&nbsp;</p>
    <p ALIGN="CENTER">[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]</p>
    <p ALIGN="CENTER">&nbsp;</p>
    <p ALIGN="CENTER">12</p>
    <hr>
    <b><p>IN WITNESS WHEREOF,</b> the Company has caused this Warrant to be signed by its duly
    authorized officer.</p>
    <b><p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    ITRONICS INC.</p>
    </b><p>&nbsp;</p>
    <p>&nbsp;</p>
    <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    By: _______________________________</p>
    <blockquote>
      <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      Dr. John W. Whitney</p>
      <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      President</p>
      <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      Dated as of March 7, 2007</p>
      <hr>
      <b><p ALIGN="CENTER">FORM OF EXERCISE AGREEMENT</p>
      </b><p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      Dated: ________ __, 200_</p>
      <p>To: ______________________</p>
      <p>&nbsp;</p>
      <p>The undersigned, pursuant to the provisions set forth in the within Warrant, hereby
      agrees to purchase ________ shares of Common Stock covered by such Warrant, and makes
      payment herewith in full therefor at the price per share provided by such Warrant in cash
      or by certified or official bank check in the amount of, or, if the resale of such Common
      Stock by the undersigned is not currently registered pursuant to an effective registration
      statement under the Securities Act of 1933, as amended, by surrender of securities issued
      by the Company (including a portion of the Warrant) having a market value (in the case of
      a portion of this Warrant, determined in accordance with Section 11(c) of the Warrant)
      equal to $_________. Please issue a certificate or certificates for such shares of Common
      Stock in the name of and pay any cash for any fractional share to:</p>
      <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      Name: ______________________________</p>
      <p>&nbsp;</p>
      <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      Signature: </p>
      <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      Address:____________________________</p>
      <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      _____________________________</p>
      <p>&nbsp;</p>
      <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      Note: &nbsp;&nbsp;&nbsp;&nbsp; The above signature should
      &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      correspond exactly with the name
      &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      on the face of the within Warrant,
      &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      if applicable.</p>
      <p ALIGN="JUSTIFY">and, if said number of shares of Common Stock shall not be all the
      shares purchasable under the within Warrant, a new Warrant is to be issued in the name of
      said undersigned covering the balance of the shares purchasable thereunder less any
      fraction of a share paid in cash.</p>
      <p ALIGN="JUSTIFY">&nbsp;</p>
      <hr>
      <b><p ALIGN="CENTER">FORM OF ASSIGNMENT</p>
      </b><p>&nbsp;</p>
      <b><p ALIGN="JUSTIFY">FOR VALUE RECEIVED</b>, the undersigned hereby sells, assigns, and
      transfers all the rights of the undersigned under the within Warrant, with respect to the
      number of shares of Common Stock covered thereby set forth hereinbelow, to:</p>
      <u><p>Name of Assignee</u>
      &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <u>Address</u>
      &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <u>No of Shares</p>
      </u><p>&nbsp;</p>
      <p>&nbsp;</p>
      <p>, and hereby irrevocably constitutes and appoints ___________________________________
      as agent and attorney-in-fact to transfer said Warrant on the books of the within-named
      corporation, with full power of substitution in the premises.</p>
      <p>Dated: ________ __, 200_</p>
      <p>In the presence of:
      &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      ______________________________</p>
      <p>
      &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Name:______________________________</p>
      <p>
      &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Signature:
      _________________________</p>
      <p>
      &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Title
      of Signing Officer or Agent (if any):</p>
      <p>
      &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; ______________________________</p>
      <p>
      &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Address:
      ______________________________</p>
      <p>
      &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; ______________________________</p>
      <p>&nbsp;</p>
      <p>
      &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Note:
      &nbsp;&nbsp;&nbsp;&nbsp; The above signature should
      &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; correspond
      exactly with the
      &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; name
      on the face of the
      &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; within
      Warrant, if applicable.</p>
      <hr>
    </blockquote>
  </blockquote>
</blockquote>
</body>
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</TEXT>
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