EXPENSE (INCLUDING THE PAYMENT BY IT OF ANY APPLICABLE ISSUE TAXES) WILL CAUSE
TO BE ISSUED IN THE NAME OF AND DELIVERED TO THE HOLDER THEREOF OR, SUBJECT TO
THE PROVISIONS OF THE EXCHANGE AGREEMENT, AS SUCH HOLDER (UPON PAYMENT BY SUCH
HOLDER OF ANY APPLICABLE TRANSFER TAXES AND SUBJECT TO SECTION 6 ABOVE) MAY
DIRECT:
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(A)
A CERTIFICATE OR CERTIFICATES FOR THE NUMBER OF DULY AUTHORIZED,
VALIDLY ISSUED, FULLY PAID AND NONASSESSABLE WARRANT SHARES (OR OTHER
SECURITIES) TO WHICH SUCH HOLDER SHALL BE ENTITLED UPON SUCH EXERCISE PLUS, IN
LIEU OF ANY FRACTIONAL SHARE TO WHICH SUCH HOLDER WOULD OTHERWISE BE ENTITLED,
CASH IN AN AMOUNT EQUAL TO THE SAME FRACTION OF THE CURRENT MARKET PRICE PER
SHARE ON THE BUSINESS DAY IMMEDIATELY PRECEDING THE DATE OF SUCH EXERCISE; AND
(B)
IN CASE SUCH EXERCISE IS IN PART ONLY, A NEW WARRANT OR WARRANTS
OF LIKE TENOR, DATED THE DATE HEREOF AND CALLING IN THE AGGREGATE ON THE FACE OR
FACES THEREOF FOR THE NUMBER OF WARRANT SHARES EQUAL (WITHOUT GIVING EFFECT TO
ANY ADJUSTMENT THEREOF PURSUANT TO THE TERMS HEREOF) TO THE NUMBER OF SUCH
SHARES CALLED FOR ON THE FACE OF SUCH WARRANT MINUS THE NUMBER OF SUCH SHARES
DESIGNATED BY THE HOLDER UPON SUCH EXERCISE AS PROVIDED IN SECTION 7.1.1 HEREOF.
7.1.4.
COMPANY TO REAFFIRM OBLIGATIONS.
THE COMPANY WILL, AT THE TIME OF OR AT
ANY TIME AFTER EACH EXERCISE OF A WARRANT, UPON THE REQUEST OF THE HOLDER
HEREOF, ACKNOWLEDGE IN WRITING ITS CONTINUING OBLIGATION TO AFFORD TO SUCH
HOLDER ALL RIGHTS TO WHICH SUCH HOLDER SHALL CONTINUE TO BE ENTITLED AFTER SUCH
EXERCISE IN ACCORDANCE WITH THE TERMS OF THIS WARRANT AGREEMENT AND THE
WARRANTS; PROVIDED THAT IF ANY SUCH HOLDER SHALL FAIL TO MAKE ANY SUCH REQUEST,
THE FAILURE SHALL NOT AFFECT THE CONTINUING OBLIGATION OF THE COMPANY TO AFFORD
SUCH RIGHTS TO SUCH HOLDER.
7.2.
WARRANTHOLDER REPRESENTATIONS.
PRIOR TO THE EXERCISE OF ANY WARRANT, THE
WARRANTHOLDER MUST REPRESENT AND WARRANT TO THE COMPANY, IN WRITING, AS FOLLOWS:
(I)
IT IS ACQUIRING THE WARRANT SHARES FOR
ITS OWN ACCOUNT FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR SALE IN CONNECTION
WITH, ANY DISTRIBUTION THEREOF, NOR WITH ANY PRESENT INTENTION OF DISTRIBUTING
OR SELLING THE SAME; AND THE WARRANTHOLDER HAS NO PRESENT OR CONTEMPLATED
AGREEMENT, UNDERTAKING, ARRANGEMENT, OBLIGATION, INDEBTEDNESS OR COMMITMENT
PROVIDING FOR THE DISPOSITION THEREOF;
(II)
THE WARRANTHOLDER IS AN "ACCREDITED
INVESTOR" AS DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT; AND
(III)
THE WARRANTHOLDER HAS MADE SUCH INQUIRY
CONCERNING THE COMPANY AND ITS BUSINESS AND PERSONNEL AS IT HAS DEEMED
APPROPRIATE; AND THE WARRANTHOLDER HAS SUFFICIENT KNOWLEDGE AND EXPERIENCE IN
FINANCE AND BUSINESS THAT IS CAPABLE OF EVALUATING THE RISKS AND MERITS OF
INVESTMENT IN THE COMPANY.
7.3.
STOCK FULLY PAID; RESERVATION OF SHARES.
THE COMPANY REPRESENTS,
WARRANTS, COVENANTS AND AGREES THAT ALL WARRANT SHARES WHICH MAY BE ISSUED UPON
THE EXERCISE OF THE RIGHTS REPRESENTED BY THE WARRANTS WILL, UPON ISSUANCE AND
PAYMENT THEREFOR IN
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