NEW WARRANT OR WARRANTS
(DATED THE DATE HEREOF) OF LIKE TENOR, CALLING IN THE AGGREGATE ON THE FACE OR
FACES THEREOF FOR THE NUMBER OF WARRANT SHARES EQUAL (WITHOUT GIVING EFFECT TO
ANY ADJUSTMENT THEREIN) TO THE NUMBER OF SUCH SHARES CALLED FOR ON THE FACE OF
THIS WARRANT MINUS THE SUM OF (A) THE NUMBER OF SUCH SHARES PURCHASED BY THE
REGISTERED HOLDER UPON SUCH EXERCISE PLUS (B) THE NUMBER OF WARRANT
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SHARES (IF ANY) COVERED BY THE PORTION OF THIS WARRANT CANCELLED IN PAYMENT OF
THE PURCHASE PRICE PAYABLE UPON SUCH EXERCISE PURSUANT TO SUBSECTION 1(B) ABOVE.
(E)
ALL WARRANT SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT
PURSUANT TO THE TERMS HEREOF SHALL BE VALIDLY ISSUED, FULLY PAID AND
NONASSESSABLE AND FREE OF ANY PREEMPTIVE RIGHTS.
THE COMPANY SHALL PAY ALL
TAXES AND OTHER GOVERNMENTAL CHARGES THAT MAY BE IMPOSED WITH RESPECT TO THE
ISSUANCE OR DELIVERY THEREOF.
THE COMPANY SHALL NOT BE REQUIRED, HOWEVER, TO
PAY ANY TAX OR OTHER CHARGE IMPOSED IN CONNECTION WITH ANY TRANSFER INVOLVED IN
THE ISSUE OF ANY CERTIFICATE FOR WARRANT SHARES ISSUABLE UPON EXERCISE OF THIS
WARRANT IN ANY NAME OTHER THAN THAT OF THE REGISTERED HOLDER, AND IN SUCH CASE
THE COMPANY SHALL NOT BE REQUIRED TO ISSUE OR DELIVER ANY SHARE CERTIFICATE
UNTIL SUCH TAX OR OTHER CHARGE HAS BEEN PAID OR IT HAS BEEN ESTABLISHED TO THE
REASONABLE SATISFACTION OF THE COMPANY THAT NO SUCH TAX OR OTHER CHARGE IS DUE.
2.
ADJUSTMENTS.
(A)
DILUTING ISSUANCES.
(I)
DEFINITIONS.
FOR PURPOSES OF THIS SECTION 2, THE FOLLOWING
DEFINITIONS SHALL APPLY:
(A)
"OPTION" SHALL MEAN RIGHTS, OPTIONS OR WARRANTS TO SUBSCRIBE FOR,
PURCHASE OR OTHERWISE ACQUIRE COMMON STOCK OR CONVERTIBLE SECURITIES.
(B)
"ORIGINAL ISSUE DATE" SHALL MEAN THE EFFECTIVE DATE OF ISSUE OF
THIS WARRANT.
(C)
"CONVERTIBLE SECURITIES" SHALL MEAN ANY EVIDENCES OF INDEBTEDNESS,
SHARES OR OTHER SECURITIES DIRECTLY OR INDIRECTLY CONVERTIBLE INTO OR
EXCHANGEABLE FOR COMMON STOCK, BUT EXCLUDING OPTIONS.
(D)
"ADDITIONAL SHARES OF COMMON STOCK" SHALL MEAN ALL SHARES OF COMMON
STOCK ISSUED (OR, PURSUANT TO SUBSECTION 2(A)(III) BELOW, DEEMED TO BE ISSUED)
BY THE COMPANY AFTER THE ORIGINAL ISSUE DATE, OTHER THAN:
(I)
SHARES OF COMMON STOCK ISSUED OR ISSUABLE UPON CONVERSION OR
EXCHANGE OF ANY CONVERTIBLE SECURITIES OR EXERCISE OF ANY OPTIONS OUTSTANDING ON
THE ORIGINAL ISSUE DATE;
(II)
SHARES OF COMMON STOCK ISSUED OR ISSUABLE BY REASON OF A
DIVIDEND, STOCK SPLIT, SPLIT-UP OR OTHER DISTRIBUTION ON SHARES OF COMMON STOCK
THAT ARE COVERED BY SUBSECTIONS 2(B) OR 2(C) BELOW; OR
(III)
SHARES OF COMMON STOCK (OR OPTIONS WITH RESPECT THERETO) ISSUED OR
ISSUABLE TO EMPLOYEES OR DIRECTORS OF, OR CONSULTANTS TO, THE COMPANY PURSUANT
TO A PLAN OR
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ARRANGEMENT APPROVED BY THE BOARD OF DIRECTORS OF THE COMPANY OR A COMMITTEE
THEREOF.
(II)
NO ADJUSTMENT OF PURCHASE PRICE.
NO ADJUSTMENTS TO THE PURCHASE
PRICE SHALL BE MADE UNLESS THE CONSIDERATION PER SHARE (DETERMINED PURSUANT TO
SUBSECTION 2(A)(V)) FOR AN ADDITIONAL SHARE OF COMMON STOCK ISSUED OR DEEMED TO
BE