BE ROUNDED UP TO THE NEAREST WHOLE NUMBER (WITH ONE-HALF BEING
ROUNDED UPWARD).
THE COMPANY SHALL PAY ANY AND ALL TAXES, INCLUDING WITHOUT
LIMITATION, ALL DOCUMENTARY STAMP, TRANSFER OR SIMILAR TAXES, OR OTHER
INCIDENTAL EXPENSE THAT MAY BE PAYABLE WITH RESPECT TO THE ISSUANCE AND DELIVERY
OF WARRANT SHARES UPON EXERCISE OF THIS WARRANT.
2
(B)
EXERCISE PRICE.
FOR PURPOSES OF THIS
WARRANT, "EXERCISE PRICE" MEANS $2.64, SUBJECT TO ADJUSTMENT AS PROVIDED HEREIN.
(C)
COMPANY'S FAILURE TO TIMELY DELIVER
SECURITIES.
(I)
IN ADDITION TO ANY OTHER RIGHTS AVAILABLE TO A HOLDER, IF THE
COMPANY FAILS TO DELIVER OR CAUSE TO BE DELIVERED TO THE HOLDER A CERTIFICATE
REPRESENTING WARRANT SHARES BY THE BUSINESS DAY AFTER THE DATE ON WHICH DELIVERY
OF SUCH CERTIFICATE IS REQUIRED BY THIS WARRANT, AND IF ON OR AFTER SUCH
BUSINESS 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 THAT THE HOLDER ANTICIPATED RECEIVING FROM THE COMPANY (A
"BUY-IN"), THEN THE COMPANY SHALL, WITHIN THREE BUSINESS 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 EXERCISE DATE.
(II)
IF THE PROVISIONS OF CLAUSE (I) ABOVE
SHALL NOT APPLY, IF THE COMPANY SHALL FAIL FOR ANY REASON OR FOR NO REASON TO
ISSUE TO THE HOLDER WITHIN THREE BUSINESS DAYS OF THE EXERCISE DATE, A
CERTIFICATE FOR THE NUMBER OF SHARES OF COMMON STOCK TO WHICH THE HOLDER IS
ENTITLED OR TO CREDIT THE HOLDER'S BALANCE ACCOUNT WITH DTC FOR SUCH NUMBER OF
SHARES OF COMMON STOCK TO WHICH THE HOLDER IS ENTITLED UPON THE HOLDER'S
EXERCISE OF THIS WARRANT, THE COMPANY SHALL PAY AS ADDITIONAL DAMAGES IN CASH TO
SUCH HOLDER ON EACH DAY AFTER SUCH THIRD BUSINESS DAY THAT THE ISSUANCE OF SUCH
COMMON STOCK IS NOT TIMELY EFFECTED AN AMOUNT EQUAL TO 1.0% OF THE PRODUCT OF
(A) THE NUMBER OF SHARES OF COMMON STOCK NOT ISSUED TO THE HOLDER ON A TIMELY
BASIS AND TO WHICH THE HOLDER IS ENTITLED AND (B) THE CLOSING SALE PRICE OF THE
COMMON STOCK ON THE TRADING DAY IMMEDIATELY PRECEDING THE LAST POSSIBLE DATE
WHICH THE COMPANY COULD HAVE ISSUED SUCH COMMON STOCK TO THE HOLDER WITHOUT
VIOLATING SECTION 1(A).
(III)
IF WITHIN THREE (3) BUSINESS DAYS OF THE
EXERCISE DATE, THE COMPANY FAILS TO DELIVER