WARRANT SHARE DELIVERY DATE, AND IF AFTER SUCH DATE THE HOLDER IS REQUIRED BY
ITS BROKER TO PURCHASE (IN AN OPEN MARKET TRANSACTION OR OTHERWISE) SHARES OF
COMMON STOCK TO DELIVER IN
2
SATISFACTION OF A SALE BY THE HOLDER OF THE SHARES WHICH THE HOLDER ANTICIPATED
RECEIVING UPON SUCH EXERCISE (A "BUY-IN"), THEN THE COMPANY SHALL PROMPTLY HONOR
ITS OBLIGATION TO DELIVER TO THE HOLDER SUCH WARRANT SHARES AND PAY IN CASH TO
THE HOLDER THE AMOUNT BY WHICH (X) THE HOLDER'S TOTAL PURCHASE PRICE (INCLUDING
BROKERAGE COMMISSIONS, IF ANY) FOR THE SHARES OF COMMON STOCK SO PURCHASED
EXCEEDS (Y) THE AMOUNT OBTAINED BY MULTIPLYING (A) THE NUMBER OF SHARES THAT THE
COMPANY WAS REQUIRED TO DELIVER TO THE HOLDER IN CONNECTION WITH THE EXERCISE AT
ISSUE TIMES (B) THE CLOSING PRICE PER SHARE ON DATE OF EXERCISE. THE HOLDER
SHALL PROVIDE THE COMPANY WRITTEN NOTICE INDICATING THE AMOUNTS PAYABLE TO THE
HOLDER IN RESPECT OF THE BUY-IN, TOGETHER WITH APPLICABLE CONFIRMATIONS AND
OTHER EVIDENCE REASONABLY REQUESTED BY THE COMPANY.
NOTHING HEREIN SHALL LIMIT
A HOLDER'S RIGHT TO PURSUE ANY OTHER REMEDIES AVAILABLE TO IT HEREUNDER, AT LAW
OR IN EQUITY INCLUDING, WITHOUT LIMITATION, A DECREE OF SPECIFIC PERFORMANCE
AND/OR INJUNCTIVE RELIEF WITH RESPECT TO THE COMPANY'S FAILURE TO TIMELY DELIVER
CERTIFICATES REPRESENTING SHARES OF COMMON STOCK UPON EXERCISE OF THE WARRANT AS
REQUIRED PURSUANT TO THE TERMS HEREOF.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, UPON PARTIAL
EXERCISE OF THIS WARRANT IN ACCORDANCE WITH THE TERMS HEREOF, THE HOLDER SHALL
NOT BE REQUIRED TO PHYSICALLY SURRENDER THIS WARRANT TO THE COMPANY UNLESS SUCH
HOLDER IS PURCHASING THE FULL AMOUNT OF WARRANT SHARES THEN REPRESENTED BY THIS
WARRANT.
THE HOLDER AND THE COMPANY SHALL MAINTAIN RECORDS SHOWING THE NUMBER
OF WARRANT SHARES SO PURCHASED HEREUNDER AND THE DATES OF SUCH PURCHASES OR
SHALL USE SUCH OTHER METHOD, REASONABLY SATISFACTORY TO THE HOLDER AND THE
COMPANY, SO AS NOT TO REQUIRE PHYSICAL SURRENDER OF THIS WARRANT UPON EACH SUCH
EXERCISE.
THE REQUIREMENT OF PHYSICAL SURRENDER UPON FULL EXERCISE SHALL BE
SATISFIED BY THE HOLDER MAILING, POSTAGE PREPAID, OR ARRANGING FOR DELIVERY BY
COMMERCIAL COURIER THIS WARRANT TO THE COMPANY'S NOTICE ADDRESS.
(D)
THIS WARRANT MAY ALSO BE EXERCISED AT SUCH TIME BY MEANS OF A "CASHLESS
EXERCISE" IN WHICH THE HOLDER SHALL BE ENTITLED TO RECEIVE A CERTIFICATE FOR THE
NUMBER OF WARRANT SHARES EQUAL TO THE QUOTIENT OBTAINED BY DIVIDING ((A-B) (X))
BY (A), WHERE:
(A) =
THE LAST REPORTED SALE PRICE OF THE COMMON STOCK ON THE BUSINESS DAY
IMMEDIATELY PRECEDING THE DATE OF SUCH ELECTION OR, IF NOT REPORTED, THE FAIR
MARKET VALUE OF SUCH COMMON STOCK AS REASONABLY DETERMINED BY THE COMPANY'S
BOARD OF DIRECTORS;
(B) =
the Exercise Price, as adjusted; and
(X) =
the number of Warrant Shares with respect to which this Warrant is being
exercised.
5.
NO FRACTIONAL SHARES OR SCRIP.
NO FRACTIONAL SHARES OR SCRIP
REPRESENTING FRACTIONAL SHARES SHALL BE ISSUED UPON THE EXERCISE OF THIS
WARRANT.
AS