the applicable security shall
have terminated.
In addition, in connection with the issuance of this warrant,
the holder specifically represents to the Company by acceptance of this warrant
as follows:
(1)
THE HOLDER IS AWARE OF THE COMPANY'S BUSINESS AFFAIRS AND
FINANCIAL CONDITION, AND HAS ACQUIRED INFORMATION ABOUT THE COMPANY SUFFICIENT
TO REACH AN INFORMED AND KNOWLEDGEABLE DECISION TO ACQUIRE THIS WARRANT.
THE
HOLDER IS ACQUIRING THIS WARRANT FOR ITS OWN ACCOUNT FOR INVESTMENT PURPOSES
ONLY AND NOT WITH A VIEW TO, OR FOR THE RESALE IN CONNECTION WITH, ANY
"DISTRIBUTION" THEREOF IN VIOLATION OF THE SECURITIES ACT.
(2)
THE HOLDER UNDERSTANDS THAT THIS WARRANT HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT IN RELIANCE UPON A SPECIFIC EXEMPTION THEREFROM, WHICH
EXEMPTION DEPENDS UPON, AMONG OTHER THINGS, THE BONA FIDE NATURE OF THE HOLDER'S
INVESTMENT INTENT AS EXPRESSED HEREIN.
(3)
THE HOLDER FURTHER UNDERSTANDS THAT THIS WARRANT MUST BE HELD
INDEFINITELY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT AND
QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS EXEMPTIONS FROM
REGISTRATION AND QUALIFICATION ARE OTHERWISE AVAILABLE.
THE HOLDER IS AWARE OF
THE PROVISIONS OF RULE 144, PROMULGATED UNDER THE SECURITIES ACT.
(4)
THE HOLDER IS AN "ACCREDITED INVESTOR" AS SUCH TERM IS DEFINED IN
RULE 501 OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT.
4
(B)
DISPOSITION OF WARRANT OR SHARES.
THIS WARRANT AND ANY SHARES
OF COMMON STOCK ACQUIRED PURSUANT TO THE EXERCISE OR CONVERSION OF THIS WARRANT
MAY BE TRANSFERRED ONLY PURSUANT TO A REGISTRATION STATEMENT FILED UNDER THE
SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION.
SUBJECT TO SUCH
RESTRICTIONS, THE COMPANY SHALL TRANSFER THIS WARRANT FROM TIME TO TIME UPON THE
BOOKS TO BE MAINTAINED BY THE COMPANY FOR THAT PURPOSE, UPON SURRENDER THEREOF
FOR TRANSFER PROPERLY ENDORSED OR ACCOMPANIED BY APPROPRIATE INSTRUCTIONS FOR
TRANSFER AND SUCH OTHER DOCUMENTS AS MAY BE REASONABLY REQUIRED BY THE COMPANY,
INCLUDING, IF REQUIRED BY THE COMPANY, AN OPINION OF COUNSEL TO THE EFFECT THAT
SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
TO ESTABLISH THAT SUCH TRANSFER IS BEING MADE IN ACCORDANCE WITH THE TERMS
HEREOF, AND A NEW WARRANT SHALL BE ISSUED TO THE TRANSFEREE AND THE SURRENDERED
WARRANT SHALL BE CANCELLED BY THE COMPANY.
EACH CERTIFICATE REPRESENTING THIS
WARRANT OR THE SHARES OF COMMON STOCK THUS TRANSFERRED (EXCEPT A TRANSFER
PURSUANT TO RULE 144 OR 144A) SHALL BEAR A LEGEND AS TO THE APPLICABLE
RESTRICTIONS ON TRANSFERABILITY IN ORDER TO ENSURE COMPLIANCE WITH SUCH LAWS,
UNLESS SUCH LEGEND IS NOT REQUIRED IN ORDER TO ENSURE COMPLIANCE WITH SUCH
LAWS.
THE COMPANY MAY ISSUE STOP TRANSFER INSTRUCTIONS TO ITS TRANSFER AGENT IN
CONNECTION WITH SUCH RESTRICTIONS.
(C)
APPLICABILITY OF RESTRICTIONS.
NEITHER ANY RESTRICTIONS OF ANY
LEGEND DESCRIBED IN THIS WARRANT NOR THE REQUIREMENTS OF SECTION 7(B) ABOVE
SHALL APPLY TO ANY TRANSFER OF, OR GRANT OF A SECURITY INTEREST IN, THIS WARRANT
(OR THE COMMON STOCK OBTAINABLE UPON EXERCISE HEREOF) OR ANY PART HEREOF (I) TO
A PARTNER OF THE HOLDER IF THE