TO THIS WARRANT, THE COMPANION
WARRANTS, THE CONVERTIBLE DEBENTURE, AND THE REGISTRATION RIGHTS AGREEMENT
ENTERED INTO BETWEEN THE COMPANY AND THE INITIAL HOLDER OF THIS WARRANT.
(XI)
"PERSON" MEANS AN INDIVIDUAL, A LIMITED
LIABILITY COMPANY, A PARTNERSHIP, A JOINT VENTURE, A CORPORATION, A TRUST, AN
UNINCORPORATED ORGANIZATION AND A GOVERNMENT OR ANY DEPARTMENT OR AGENCY
THEREOF.
(XII)
"PRINCIPAL MARKET" MEANS THE NEW YORK STOCK
EXCHANGE, THE AMERICAN STOCK EXCHANGE, THE NASDAQ NATIONAL MARKET, THE NASDAQ
CAPITAL MARKET, WHICHEVER IS AT THE TIME THE PRINCIPAL TRADING EXCHANGE OR
MARKET FOR SUCH SECURITY, OR THE OVER-THE-COUNTER MARKET ON THE ELECTRONIC
BULLETIN BOARD FOR SUCH SECURITY AS REPORTED BY BLOOMBERG OR, IF NO BID OR SALE
INFORMATION IS REPORTED FOR SUCH SECURITY BY BLOOMBERG, THEN THE AVERAGE OF THE
BID PRICES OF EACH OF THE MARKET MAKERS FOR SUCH SECURITY AS REPORTED IN THE
"PINK SHEETS" BY THE NATIONAL QUOTATION BUREAU, INC.
(XIII)
"SECURITIES ACT" MEANS THE SECURITIES ACT OF
1933, AS AMENDED.
(XIV)
"VWAP" MEANS THE VOLUME WEIGHTED AVERAGE PRICE PER
SHARE OF THE COMPANY'S COMMON STOCK ON THE NASDAQ CAPITAL MARKET OR OTHER
SUBSEQUENT MARKET, AS QUOTED BY BLOOMBERG, LP.
(XV)
"WARRANT" MEANS THIS WARRANT AND ALL WARRANTS
ISSUED IN EXCHANGE, TRANSFER OR REPLACEMENT THEREOF.
(XVI)
"WARRANT EXERCISE PRICE" SHALL BE $1.25 OR AS
SUBSEQUENTLY ADJUSTED AS PROVIDED IN SECTION 8 HEREOF.
(XVII)
"WARRANT SHARES" MEANS THE SHARES OF COMMON STOCK
ISSUABLE AT ANY TIME UPON EXERCISE OF THIS WARRANT.
(C)
OTHER DEFINITIONAL PROVISIONS.
(I)
EXCEPT AS OTHERWISE SPECIFIED HEREIN,
ALL REFERENCES HEREIN (A) TO THE COMPANY SHALL BE DEEMED TO INCLUDE THE
COMPANY'S SUCCESSORS AND (B) TO ANY APPLICABLE LAW DEFINED OR REFERRED TO HEREIN
SHALL BE DEEMED REFERENCES TO SUCH APPLICABLE LAW AS THE SAME MAY HAVE BEEN OR
MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME.
4
(II)
WHEN USED IN THIS WARRANT, THE WORDS
"HEREIN", "HEREOF", AND "HEREUNDER" AND WORDS OF SIMILAR IMPORT, SHALL REFER TO
THIS WARRANT AS A WHOLE AND NOT TO ANY PROVISION OF THIS WARRANT, AND THE WORDS
"SECTION", "SCHEDULE", AND "EXHIBIT" SHALL REFER TO SECTIONS OF, AND SCHEDULES
AND EXHIBITS TO, THIS WARRANT UNLESS OTHERWISE SPECIFIED.
(III)
WHENEVER THE CONTEXT SO REQUIRES, THE NEUTER
GENDER INCLUDES THE MASCULINE OR FEMININE, AND THE SINGULAR NUMBER INCLUDES THE
PLURAL, AND VICE VERSA.
SECTION 2.
EXERCISE OF WARRANT.
(A)
SUBJECT TO THE TERMS AND CONDITIONS HEREOF,
THIS WARRANT MAY BE EXERCISED BY THE HOLDER HEREOF THEN REGISTERED ON THE BOOKS
OF THE COMPANY, PRO RATA AS HEREINAFTER PROVIDED, AT ANY TIME ON ANY BUSINESS
DAY ON OR AFTER THE OPENING OF BUSINESS ON SUCH BUSINESS DAY, COMMENCING WITH
THE FIRST DAY AFTER THE DATE HEREOF, AND PRIOR TO 11:59 P.M. EASTERN TIME ON THE
EXPIRATION DATE (I) BY DELIVERY OF A WRITTEN NOTICE, IN THE FORM OF THE
SUBSCRIPTION NOTICE ATTACHED AS EXHIBIT A HERETO (THE "EXERCISE NOTICE"), OF
SUCH HOLDER'S ELECTION TO EXERCISE THIS WARRANT, WHICH NOTICE SHALL SPECIFY THE
NUMBER OF WARRANT SHARES TO BE PURCHASED, PAYMENT TO THE COMPANY OF