THE WARRANT
HOLDERS.
ANY WARRANT HOLDER MAY CHANGE ITS, HIS OR HER ADDRESS AS SHOWN ON THE
WARRANT REGISTER BY WRITTEN NOTICE TO THE COMPANY REQUESTING SUCH CHANGE.
3.2
THE COMPANY SHALL REGISTER UPON ITS BOOKS
ANY TRANSFER OF A WARRANT UPON SURRENDER OF SAME AS PROVIDED IN SECTION 5.
4.
RESERVATION OF SHARES.
THE COMPANY
WILL AT ALL TIMES RESERVE AND KEEP AVAILABLE, SOLELY FOR ISSUANCE AND DELIVERY
UPON THE EXERCISE OF THIS WARRANT, SUCH WARRANT SHARES AND OTHER STOCK,
SECURITIES AND PROPERTY, AS FROM TIME TO TIME SHALL BE ISSUABLE UPON THE
EXERCISE OF THIS WARRANT.
AS LONG AS THE WARRANT SHALL BE OUTSTANDING, THE
COMPANY SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO CAUSE ALL WARRANT
SHARES ISSUABLE UPON EXERCISE OF THE WARRANTS TO BE LISTED (SUBJECT TO OFFICIAL
NOTICE OF ISSUANCE) ON EACH EXCHANGE (OR, IF APPLICABLE ON NASDAQ, NASD OTC
BULLETIN BOARD OR PINK SHEETS, LLC OR ANY SUCCESSOR ELECTRONIC QUOTATION SERVICE
AND TRADING MARKET) ON WHICH THE COMMON STOCK IS THEN LISTED AND/OR QUOTED, IF
ANY.
5.
EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS
OR MUTILATION OF WARRANTS.
THIS WARRANT IS EXCHANGEABLE, WITHOUT EXPENSE, AT
THE OPTION OF THE WARRANT HOLDER, UPON PRESENTATION AND SURRENDER HEREOF TO THE
COMPANY FOR OTHER WARRANTS OF DIFFERENT DENOMINATIONS ENTITLING THE HOLDER
THEREOF TO PURCHASE IN THE AGGREGATE THE SAME NUMBER OF SHARES OF COMMON STOCK
PURCHASABLE HEREUNDER.
SUBJECT TO THE TERMS OF SECTIONS 6 AND 7, UPON SURRENDER
OF THIS WARRANT TO THE COMPANY AT ITS PRINCIPAL OFFICE OR AT THE OFFICE OF ITS
TRANSFER AGENT, IF ANY, WITH THE ASSIGNMENT FORM ANNEXED HERETO DULY EXECUTED
AND FUNDS SUFFICIENT TO PAY ANY TRANSFER TAX, THE COMPANY SHALL, WITHOUT CHARGE,
EXECUTE AND DELIVER A NEW WARRANT IN THE NAME OF THE ASSIGNEE NAMED IN SUCH
INSTRUMENT OF ASSIGNMENT AND THIS WARRANT SHALL BE PROMPTLY CANCELED.
SUBJECT
TO THE TERMS OF SECTIONS 6 AND 7, THIS WARRANT MAY BE DIVIDED OR COMBINED WITH
OTHER WARRANTS WHICH CARRY THE SAME RIGHTS UPON PRESENTATION HEREOF AT THE
PRINCIPAL OFFICE OF THE COMPANY TOGETHER WITH A WRITTEN NOTICE SPECIFYING THE
NAMES AND DENOMINATIONS IN WHICH NEW WARRANTS ARE TO BE ISSUED AND SIGNED BY THE
WARRANT HOLDER HEREOF.
THE TERM "WARRANT" AS USED HEREIN INCLUDES ANY WARRANTS
INTO WHICH THIS WARRANT MAY BE DIVIDED OR EXCHANGED.
UPON RECEIPT BY THE
COMPANY OF REASONABLE EVIDENCE OF THE OWNERSHIP OF AND THE LOSS, THEFT,
DESTRUCTION OR MUTILATION OF THIS WARRANT AND, IN THE CASE OF LOSS, THEFT OR
DESTRUCTION, OF INDEMNITY REASONABLY SATISFACTORY TO THE COMPANY, OR, IN THE
CASE OF MUTILATION,
3
UPON SURRENDER AND CANCELLATION OF THE MUTILATED WARRANT, THE COMPANY SHALL
EXECUTE AND DELIVER IN LIEU THEREOF A NEW WARRANT OF LIKE TENOR AND DATE
REPRESENTING AN EQUAL NUMBER OF WARRANTS.
6.
LIMITATION ON EXERCISE AND SALES.
(A)
EACH HOLDER OF THIS WARRANT ACKNOWLEDGES
THAT THIS WARRANT AND THE WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT, AS OF THE DATE OF ISSUANCE HEREOF.
THIS WARRANT ONLY MAY BE
TRANSFERRED IN