THE PUBLIC
SALE OR DISTRIBUTION OF THIS WARRANT OR THE WARRANT SHARES, EXCEPT PURSUANT TO
SALES REGISTERED OR EXEMPTED UNDER THE SECURITIES ACT; PROVIDED, HOWEVER, THAT
BY MAKING THE REPRESENTATIONS HEREIN, THE HOLDER DOES NOT AGREE TO HOLD THIS
WARRANT OR ANY OF THE WARRANT SHARES FOR ANY MINIMUM OR OTHER SPECIFIC TERM AND
RESERVES THE RIGHT TO DISPOSE OF THIS WARRANT AND THE WARRANT SHARES AT ANY TIME
IN ACCORDANCE WITH 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
8
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.
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 (I) EXCLUDED SECURITIES,
(II) SHARES OF COMMON STOCK WHICH ARE ISSUED OR DEEMED TO HAVE BEEN ISSUED BY
THE COMPANY IN CONNECTION WITH AN APPROVED STOCK PLAN, OR (III) THE OTHER
SECURITIES) (THE NEW SHARES) FOR