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.
8
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 COMMON STOCK
ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ADJUSTED FROM TIME TO TIME AS
FOLLOWS:
(A)
ADJUSTMENT OF WARRANT EXERCISE PRICE AND NUMBER OF SHARES UPON ISSUANCE OF
COMMON STOCK.
IF AND WHENEVER ON OR AFTER THE ISSUANCE DATE OF THIS WARRANT,
THE COMPANY ISSUES OR SELLS, OR IS DEEMED TO HAVE ISSUED OR SOLD, ANY SHARES OF
COMMON STOCK (OTHER THAN EXCLUDED SECURITIES) FOR A CONSIDERATION PER SHARE LESS
THAN A PRICE (THE "APPLICABLE PRICE") EQUAL TO THE WARRANT EXERCISE PRICE IN
EFFECT IMMEDIATELY PRIOR TO SUCH ISSUANCE OR SALE, THEN IMMEDIATELY AFTER SUCH
ISSUE OR SALE THE WARRANT EXERCISE PRICE THEN IN EFFECT SHALL BE REDUCED TO AN
AMOUNT EQUAL TO THE ISSUANCE PRICE, EXERCISE PRICE, EXCHANGE PRICE OR PURCHASE
PRICE FOR SUCH ISSUANCE (INCLUDING ANY RESET PROVISIONS THEREOF) AT ISSUE. SUCH
ADJUSTMENT SHALL BE MADE WHENEVER SUCH ISSUANCES HEREUNDER ARE MADE. THE COMPANY
SHALL NOTIFY THE HOLDER IN WRITING, NO LATER THAN ONE (1) BUSINESS DAY FOLLOWING
SUCH ISSUANCE SUBJECT TO THIS SECTION, INDICATING THEREIN THE APPLICABLE