REGISTRATION STATEMENT
COVERING THE RESALE OF THE WARRANT SHARES AND NAMING THE HOLDER AS A SELLING
STOCKHOLDER THEREUNDER IS NOT THEN EFFECTIVE AND THE WARRANT SHARES ARE NOT
FREELY TRANSFERABLE WITHOUT VOLUME RESTRICTIONS PURSUANT TO RULE 144 UNDER THE
SECURITIES ACT.
THE HOLDER, OR ANY PERSON SO DESIGNATED BY THE HOLDER TO
RECEIVE WARRANT SHARES AND ADDITIONAL WARRANTS, SHALL BE DEEMED TO HAVE BECOME
HOLDER OF RECORD OF SUCH WARRANT SHARES AND ADDITIONAL WARRANTS AS OF THE
EXERCISE DATE.
THE COMPANY SHALL, UPON REQUEST OF THE HOLDER, USE ITS BEST
EFFORTS TO DELIVER WARRANT SHARES HEREUNDER ELECTRONICALLY THROUGH THE
DEPOSITORY TRUST CORPORATION OR ANOTHER ESTABLISHED CLEARING CORPORATION
PERFORMING SIMILAR FUNCTIONS.
(B)
THIS WARRANT IS EXERCISABLE, EITHER IN ITS ENTIRETY OR, FROM TIME
TO TIME, FOR A PORTION OF THE NUMBER OF WARRANT SHARES AND ADDITIONAL WARRANTS.
UPON SURRENDER OF THIS WARRANT FOLLOWING ONE OR MORE PARTIAL EXERCISES, THE
COMPANY SHALL ISSUE OR CAUSE TO BE ISSUED, AT ITS EXPENSE, A NEW WARRANT
EVIDENCING THE RIGHT TO PURCHASE THE REMAINING NUMBER OF WARRANT SHARES AND
ADDITIONAL WARRANTS.
(C)
IN ADDITION TO ANY OTHER RIGHTS AVAILABLE TO A HOLDER, IF THE
COMPANY FAILS TO DELIVER TO THE HOLDER A CERTIFICATE REPRESENTING WARRANT SHARES
AND ADDITIONAL WARRANTS BY THE THIRD TRADING DAY AFTER EXERCISE OF THIS WARRANT
IN FULL COMPLIANCE WITH SECTION 4(B), AND IF AFTER SUCH THIRD TRADING DAY THE
HOLDER PURCHASES (IN AN OPEN MARKET TRANSACTION OR OTHERWISE) SHARES OF COMMON
STOCK TO DELIVER IN SATISFACTION OF A SALE BY THE HOLDER OF THE WARRANT SHARES
OR ADDITIONAL WARRANT SHARES THAT THE HOLDER ANTICIPATED RECEIVING FROM THE
COMPANY (A "BUY-IN"), THEN THE COMPANY SHALL, WITHIN THREE TRADING DAYS AFTER
THE HOLDER'S REQUEST AND IN THE HOLDER'S DISCRETION, EITHER (I) PAY CASH TO THE
HOLDER IN AN AMOUNT EQUAL TO THE HOLDER'S TOTAL PURCHASE PRICE (INCLUDING
BROKERAGE COMMISSIONS, IF ANY) FOR THE SHARES OF COMMON STOCK SO PURCHASED (THE
"BUY-IN PRICE"), AT WHICH POINT THE COMPANY'S OBLIGATION TO DELIVER SUCH
CERTIFICATE (AND TO ISSUE SUCH COMMON STOCK) SHALL TERMINATE, OR (II) PROMPTLY
HONOR ITS OBLIGATION TO DELIVER TO THE HOLDER A CERTIFICATE OR CERTIFICATES
REPRESENTING SUCH COMMON STOCK AND PAY CASH TO THE HOLDER IN AN AMOUNT EQUAL TO
THE EXCESS (IF ANY) OF THE BUY-IN PRICE OVER THE PRODUCT OF (A) SUCH NUMBER OF
SHARES OF COMMON STOCK, TIMES (B) THE CLOSING PRICE ON THE DATE OF THE EVENT
GIVING RISE TO THE COMPANY'S OBLIGATION TO DELIVER SUCH CERTIFICATE.
(D)
THE COMPANY'S OBLIGATIONS TO ISSUE AND DELIVER WARRANT SHARES AND
ADDITIONAL WARRANTS IN ACCORDANCE WITH THE TERMS HEREOF ARE ABSOLUTE AND
UNCONDITIONAL, IRRESPECTIVE OF ANY ACTION OR INACTION BY THE HOLDER TO ENFORCE
THE SAME, ANY WAIVER OR CONSENT WITH RESPECT TO ANY PROVISION HEREOF, THE
RECOVERY OF ANY JUDGMENT AGAINST ANY PERSON OR ANY ACTION TO ENFORCE THE SAME,
OR ANY SETOFF, COUNTERCLAIM, RECOUPMENT, LIMITATION OR TERMINATION, OR ANY
BREACH OR ALLEGED BREACH BY THE HOLDER OR ANY OTHER PERSON OF ANY OBLIGATION TO
THE COMPANY OR ANY VIOLATION OR