AND
SALE OF SUCH SECURITIES FOR CASH FOR THE ACCOUNT OF THE COMPANY.
(P)
"REQUIRED HOLDERS" SHALL MEAN THE HOLDERS OF A
MAJORITY OF THE TOTAL WARRANT SHARES.
(Q)
SECURITIES ACT" SHALL MEAN THE SECURITIES ACT OF
1933, AS AMENDED, OR ANY SIMILAR FEDERAL STATUTE, AND THE RULES AND REGULATIONS
THEREUNDER AS THE SAME SHALL BE IN EFFECT AT THE TIME.
(R)
"STOCK COMBINATION" SHALL HAVE THE MEANING SET
FORTH IN SECTION 4(A)(I).
(S)
"STOCK DIVIDEND" SHALL HAVE THE MEANING SET FORTH
IN SECTION 4(A)(I).
(T)
"STOCK SUBDIVISION" SHALL HAVE THE MEANING SET
FORTH IN SECTION 4(A)(I).
(U)
"TOTAL WARRANTS" SHALL MEAN THIS WARRANT, TOGETHER
WITH ANY PORTIONS THEREOF ASSIGNED OR TRANSFERRED.
(V)
"TOTAL WARRANT SHARES" SHALL MEAN THE SHARES OF
COMMON STOCK ISSUABLE UPON EXERCISE OF THE TOTAL WARRANTS AND WHICH HAVE NOT
BEEN SO EXERCISED.
(W)
"TRANSACTION" SHALL HAVE THE MEANING SET FORTH IN
SECTION 4(B).
(X)
"WARRANT PURCHASE PRICE" SHALL MEAN THE PURCHASE
PRICE OF $7.20 PER SHARE OF COMMON STOCK PAYABLE UPON EXERCISE OF THIS WARRANT,
AS ADJUSTED AS PROVIDED HEREIN.
(Y)
"WARRANTS" SHALL MEAN THIS WARRANT AND ALL
WARRANTS ISSUED IN EXCHANGE, TRANSFER OR REPLACEMENT THEREOF.
(Z)
"WARRANT SHARES" SHALL HAVE THE MEANING SET
FORTH IN THE FOURTH PARAGRAPH HERETO.
(AA)
AS USED HEREIN, ANY REFERENCE TO A SPECIFIED
PERCENTAGE OF WARRANTS OR WARRANT SHARES SHALL EXCLUDE ANY WARRANTS OR WARRANT
SHARES HELD BY THE COMPANY OR A SUBSIDIARY THEREOF.
7.
EXCHANGE, REPLACEMENT AND
ASSIGNABILITY.
THIS WARRANT IS EXCHANGEABLE, UPON THE SURRENDER HEREOF BY THE
HOLDER AT THE OFFICE OR AGENCY OF THE COMPANY DESCRIBED IN SECTION 1, FOR NEW
WARRANTS OF LIKE TENOR AND DATE REPRESENTING IN THE AGGREGATE THE RIGHT TO
PURCHASE THE NUMBER OF SHARES 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 SUCH HOLDER AT THE TIME OF
16
SUCH SURRENDER.
UPON RECEIPT OF EVIDENCE SATISFACTORY TO THE COMPANY OF THE
LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANTS AND, IN THE CASE OF ANY SUCH
LOSS, THEFT OR DESTRUCTION, OF AN INDEMNITY LETTER (REASONABLY SATISFACTORY TO
THE COMPANY) OF AN INSTITUTIONAL HOLDER OF SUCH WARRANTS, OR IN OTHER CASES, OF
A BOND OF INDEMNITY OR OTHER SECURITY SATISFACTORY TO THE COMPANY, OR, IN THE
CASE OF ANY SUCH MUTILATION, UPON SURRENDER OR CANCELLATION OF WARRANTS, THE
COMPANY WILL ISSUE TO THE HOLDER A NEW WARRANT OF LIKE TENOR AND DATE, IN LIEU
OF THIS WARRANT OR SUCH NEW WARRANTS, REPRESENTING THE RIGHT TO PURCHASE THE
NUMBER OF SHARES WHICH MAY BE PURCHASED HEREUNDER.
SUBJECT TO COMPLIANCE WITH
SECTION 2, THIS WARRANT AND ALL RIGHTS HEREUNDER ARE TRANSFERABLE IN WHOLE OR IN
PART UPON THE BOOKS OF THE COMPANY BY THE REGISTERED HOLDER HEREOF IN PERSON OR
BY DULY AUTHORIZED ATTORNEY, AND NEW WARRANTS SHALL BE MADE AND DELIVERED BY THE
COMPANY, OF THE SAME TENOR AND DATE AS THIS WARRANT BUT REGISTERED IN THE NAME
OF THE TRANSFEREES, UPON SURRENDER OF THIS WARRANT,