UPON THE FAIR MARKET VALUE OF ONE SHARE OF COMMON STOCK
OF THE COMPANY ON THE DATE OF SUCH EXERCISE.
7.
REPRESENTATIONS OF THE COMPANY.
THE
COMPANY REPRESENTS THAT ALL CORPORATE ACTIONS ON THE PART OF THE COMPANY, ITS
OFFICERS, DIRECTORS AND STOCKHOLDERS NECESSARY FOR THE SALE AND ISSUANCE OF THE
SHARES PURSUANT HERETO AND THE PERFORMANCE OF THE COMPANY'S OBLIGATIONS
HEREUNDER WERE TAKEN PRIOR TO AND ARE EFFECTIVE AS OF THE EFFECTIVE DATE OF THIS
WARRANT.
8.
REPRESENTATIONS AND WARRANTIES BY THE
HOLDER.
THE HOLDER REPRESENTS AND WARRANTS TO THE COMPANY AS FOLLOWS:
3
(A)
THIS WARRANT AND THE SHARES ISSUABLE UPON
EXERCISE THEREOF ARE BEING ACQUIRED FOR ITS OWN ACCOUNT, FOR INVESTMENT AND NOT
WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION OR PUBLIC
OFFERING THEREOF WITHIN THE MEANING OF THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT").
UPON EXERCISE OF THIS WARRANT, THE HOLDER SHALL, IF SO REQUESTED
BY THE COMPANY, CONFIRM IN WRITING, IN A FORM SATISFACTORY TO THE COMPANY, THAT
THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT ARE BEING ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TOWARD DISTRIBUTION OR RESALE IN VIOLATION OF THE
SECURITIES ACT.
(B)
THE HOLDER UNDERSTANDS THAT THE WARRANT AND
THE SHARES HAVE NOT BEEN REGISTERED UNDER THE ACT BY REASON OF THEIR ISSUANCE IN
A TRANSACTION EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS
OF THE ACT PURSUANT TO SECTION 4(2) THEREOF, AND THAT THEY MUST BE HELD BY THE
HOLDER INDEFINITELY, AND THAT THE HOLDER MUST THEREFORE BEAR THE ECONOMIC RISK
OF SUCH INVESTMENT INDEFINITELY, UNLESS A SUBSEQUENT DISPOSITION THEREOF IS
REGISTERED UNDER, THE ACT OR IS EXEMPTED FROM SUCH REGISTRATION.
(C)
THE HOLDER HAS SUCH KNOWLEDGE AND
EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT IT IS CAPABLE OF EVALUATING
THE MERITS AND RISKS OF THE PURCHASE OF THIS WARRANT AND THE SHARES PURCHASABLE
PURSUANT TO THE TERMS OF THIS WARRANT AND OF PROTECTING ITS INTERESTS IN
CONNECTION THEREWITH.
(D)
THE HOLDER IS ABLE TO BEAR THE ECONOMIC RISK
OF THE PURCHASE OF THE SHARES PURSUANT TO THE TERMS OF THIS WARRANT.
9.
RESTRICTIVE LEGEND.
The Shares issuable upon exercise of this Warrant (unless registered under the
Act) shall be stamped or imprinted with a legend in the following form:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"SECURITIES ACT") OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT
AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS
FROM SUCH REGISTRATION, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN
OPINION OF COUNSEL (WHICH OPINION IS REASONABLY SATISFACTORY TO THE COMPANY)
CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION.
10.
RESTRICTIONS UPON TRANSFER AND REMOVAL OF LEGEND.
(A)
THE COMPANY NEED NOT REGISTER A TRANSFER OF SHARES BEARING THE
RESTRICTIVE LEGEND SET FORTH IN SECTION 9 HEREOF, UNLESS THE CONDITIONS
SPECIFIED IN SUCH LEGEND ARE SATISFIED.
THE COMPANY MAY ALSO INSTRUCT ITS
TRANSFER