(B) INDIVIDUALS, ENTITIES OR
ORGANIZATIONS (INCLUDING GOVERNMENTS OR GOVERNMENTAL AGENCIES OR ORGANIZATIONS)
THEN APPEARING ON THE LIST OF SPECIALLY DESIGNATED NATIONAL AND BLOCKED PERSONS
MAINTAINED BY THE U.S. OFFICE OF FOREIGN ASSETS CONTROL ("OFAC") OR ENTITIES OR
INDIVIDUALS, TRANSFER OF SUCH RIGHTS TO WHOM MIGHT REASONABLY BE EXPECTED TO
HAVE AN ADVERSE EFFECT ON THE ABILITY OF THE COMPANY TO BID FOR AND RECEIVE
GRANTS OR CONTRACTS FROM THE UNITED STATES GOVERNMENT, AND (C) ENTITIES OR
ORGANIZATIONS THEN CONTROLLED BY
4
SUCH INDIVIDUALS OR HAVING THEIR REGISTERED OFFICE, HEADQUARTERS OR PRIMARY
PLACE OF BUSINESS LOCATED IN A NATION THAT IS THEN SUBJECT TO AN OFAC SANCTIONS
PROGRAM.
IN THE EVENT OF ANY SUCH TRANSFER, THE TRANSFEREE SHALL AGREE TO BE
BOUND BY ALL OF THE TERMS AND CONDITIONS IMPOSED ON THE INVESTOR UNDER THIS
WARRANT, THE INVESTOR RIGHTS AGREEMENT OF EVEN DATE HEREWITH, BETWEEN THE
COMPANY AND KELISIA HOLDINGS LTD. (TO THE EXTENT APPLICABLE TO HOLDERS OF
WARRANT SHARES) AND SECTION 27 OF THE SECURITIES PURCHASE AGREEMENT.
(B)
WARRANT REGISTER.
THE COMPANY SHALL
REGISTER THIS WARRANT, UPON RECORDS TO BE MAINTAINED BY THE COMPANY FOR THAT
PURPOSE (THE "WARRANT REGISTER"), IN THE NAME OF THE HOLDER HEREOF AND UPON
RECEIPT OF WRITTEN NOTICE FROM HOLDER OF ANY PERMITTED TRANSFER, THE COMPANY
SHALL UPDATE THE WARRANT REGISTER TO REFLECT THE CURRENT REGISTERED HOLDER.
THE
COMPANY MAY DEEM AND TREAT THE REGISTERED HOLDER OF THIS WARRANT AS THE ABSOLUTE
OWNER HEREOF FOR THE PURPOSE OF ANY EXERCISE HEREOF OR ANY DISTRIBUTION TO THE
HOLDER, AND FOR ALL OTHER PURPOSES.
SECTION 5.
MISCELLANEOUS.
(A)
NO RIGHTS AS SHAREHOLDER UNTIL EXERCISE.
THIS WARRANT DOES NOT ENTITLE THE HOLDER TO ANY VOTING RIGHTS OR OTHER RIGHTS AS
A SHAREHOLDER OF THE COMPANY PRIOR TO THE EXERCISE HEREOF.
UPON THE SURRENDER
OF THIS WARRANT AND THE PAYMENT OF THE AGGREGATE EXERCISE PRICE, THE WARRANT
SHARES SO PURCHASED SHALL BE, AND BE DEEMED TO BE, ISSUED TO SUCH HOLDER AS THE
RECORD OWNER OF SUCH SHARES AS OF THE CLOSE OF BUSINESS ON THE LATER OF THE DATE
OF SUCH SURRENDER OR PAYMENT.
(B)
LOSS, THEFT, DESTRUCTION OR MUTILATION OF
WARRANT.
THE COMPANY COVENANTS THAT, UPON RECEIPT BY THE COMPANY OF EVIDENCE
REASONABLY SATISFACTORY TO IT OF THE LOSS, THEFT, DESTRUCTION OR MUTILATION OF
THIS WARRANT OR ANY STOCK CERTIFICATE RELATING TO THE WARRANT SHARES, AND, IN
CASE OF LOSS, THEFT OR DESTRUCTION, OF INDEMNITY OR SECURITY REASONABLY
SATISFACTORY TO IT (WHICH, IN THE CASE OF THE WARRANT, SHALL NOT INCLUDE THE
POSTING OF ANY BOND), AND UPON SURRENDER AND CANCELLATION OF SUCH WARRANT OR
STOCK CERTIFICATE, IF MUTILATED, THE COMPANY WILL, IN LIEU OF SUCH WARRANT OR
STOCK CERTIFICATE, MAKE AND DELIVER A NEW WARRANT OR STOCK CERTIFICATE OF LIKE
TENOR AND DATED AS OF SUCH CANCELLATION.
(C)
SATURDAYS, SUNDAYS, HOLIDAYS, ETC.
IF THE
LAST OR APPOINTED DAY FOR THE TAKING OF ANY ACTION OR THE EXPIRATION OF ANY
RIGHT REQUIRED OR GRANTED HEREIN SHALL BE A SATURDAY, SUNDAY OR A LEGAL HOLIDAY,
THEN SUCH