SHARES OF COMMON STOCK TO BE
ISSUED SHALL 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 $.01, 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 SUM OF 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)