A
STOCKHOLDER OF THE COMPANY, WHETHER SUCH LIABILITIES ARE ASSERTED BY THE COMPANY
OR BY CREDITORS OF THE COMPANY.
NOTWITHSTANDING THIS SECTION 5, THE COMPANY
WILL PROVIDE THE HOLDER OF THIS WARRANT WITH COPIES OF THE SAME NOTICES AND
OTHER INFORMATION GIVEN TO THE STOCKHOLDERS OF THE COMPANY GENERALLY,
CONTEMPORANEOUSLY WITH THE GIVING THEREOF TO THE STOCKHOLDERS.
SECTION 6.
REPRESENTATIONS OF
HOLDER.
THE HOLDER OF THIS WARRANT, BY THE ACCEPTANCE HEREOF, REPRESENTS THAT
IT IS ACQUIRING THIS WARRANT AND THE WARRANT SHARES FOR ITS OWN ACCOUNT FOR
INVESTMENT ONLY AND NOT WITH A VIEW TOWARDS, OR FOR RESALE IN CONNECTION WITH,
THE PUBLIC SALE OR DISTRIBUTION OF THIS WARRANT OR THE WARRANT SHARES, EXCEPT
PURSUANT TO SALES REGISTERED OR EXEMPTED UNDER THE SECURITIES ACT; PROVIDED,
HOWEVER, THAT BY MAKING THE REPRESENTATIONS HEREIN, THE HOLDER DOES NOT AGREE TO
HOLD THIS WARRANT OR ANY OF THE WARRANT SHARES FOR ANY MINIMUM OR OTHER SPECIFIC
TERM AND RESERVES THE RIGHT TO DISPOSE OF THIS WARRANT AND THE WARRANT SHARES AT
ANY TIME IN ACCORDANCE WITH OR PURSUANT TO A REGISTRATION STATEMENT OR AN
EXEMPTION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS WARRANT FURTHER
REPRESENTS, BY ACCEPTANCE HEREOF, THAT, AS OF THIS DATE, SUCH HOLDER IS AN
"ACCREDITED INVESTOR" AS SUCH TERM IS DEFINED IN
RULE 501(A)(1) OF REGULATION D PROMULGATED BY THE SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT (AN "ACCREDITED INVESTOR").
UPON EXERCISE
OF THIS WARRANT THE HOLDER SHALL, IF REQUESTED BY THE COMPANY, CONFIRM IN
WRITING, IN A FORM SATISFACTORY TO THE COMPANY, THAT THE WARRANT SHARES SO
PURCHASED ARE BEING ACQUIRED SOLELY FOR THE HOLDER'S OWN ACCOUNT AND NOT AS A
NOMINEE FOR ANY OTHER PARTY, FOR INVESTMENT, AND NOT WITH A VIEW TOWARD
DISTRIBUTION OR RESALE AND THAT SUCH HOLDER IS AN ACCREDITED INVESTOR.
IF SUCH
HOLDER CANNOT MAKE SUCH REPRESENTATIONS BECAUSE THEY WOULD BE FACTUALLY
INCORRECT, IT SHALL BE A CONDITION TO SUCH HOLDER'S EXERCISE OF THIS WARRANT
THAT THE COMPANY RECEIVE SUCH OTHER REPRESENTATIONS AS THE COMPANY CONSIDERS
REASONABLY NECESSARY TO ASSURE THE COMPANY THAT THE ISSUANCE OF ITS SECURITIES
UPON EXERCISE OF THIS WARRANT SHALL NOT VIOLATE ANY UNITED STATES OR STATE
SECURITIES LAWS.
SECTION 7.
OWNERSHIP AND TRANSFER.
(A)
THE COMPANY SHALL MAINTAIN AT ITS PRINCIPAL EXECUTIVE OFFICES (OR
SUCH OTHER OFFICE OR AGENCY OF THE COMPANY AS IT MAY DESIGNATE BY NOTICE TO THE
HOLDER HEREOF), A REGISTER FOR THIS WARRANT, IN WHICH THE COMPANY SHALL RECORD
THE NAME AND ADDRESS OF THE PERSON IN WHOSE NAME THIS WARRANT HAS BEEN ISSUED,
AS WELL AS THE NAME AND ADDRESS OF EACH TRANSFEREE.
THE COMPANY MAY TREAT THE
PERSON IN WHOSE NAME ANY WARRANT IS REGISTERED ON THE REGISTER AS THE OWNER AND
HOLDER THEREOF FOR ALL PURPOSES, NOTWITHSTANDING ANY NOTICE TO THE CONTRARY, BUT
IN ALL EVENTS RECOGNIZING ANY TRANSFERS MADE IN ACCORDANCE WITH THE TERMS OF
THIS WARRANT.
SECTION 8.
ADJUSTMENT OF WARRANT
EXERCISE PRICE AND NUMBER OF SHARES.
THE WARRANT EXERCISE PRICE AND THE NUMBER
OF SHARES OF