PROVISION OF SECTIONS 2 OR 3 SHALL BE MADE WITHOUT
DUPLICATION FOR (I) ANY OTHER ADJUSTMENT OR PARTICIPATION RIGHT UNDER ANY OTHER
PROVISION OF SECTION 2 OR 3 OR (II) ANY PRE-EMPTIVE RIGHTS UNDER SECTION 4.07 OF
THE PURCHASE AGREEMENT. IN ADDITION, IF THE HOLDER OR THE COMPANY REASONABLY
BELIEVES, BASED ON THE WRITTEN OPINION OF LEGAL COUNSEL, THAT ANY REGULATORY OR
STOCKHOLDER APPROVAL, INCLUDING UNDER APPLICABLE ANTI-TRUST LAWS OR APPLICABLE
RULES AND REGULATIONS OF ANY NATIONAL SECURITIES
EXCHANGE OR OVER-THE-COUNTER MARKET ON WHICH THE COMMON STOCK IS LISTED FOR
TRADING, IS REQUIRED PRIOR TO THE HOLDER ACQUIRING ANY PURCHASE RIGHTS IT HAS
ELECTED, OR IS OTHERWISE ENTITLED, TO ACQUIRE PURSUANT TO SECTION 3(B), THE
HOLDER SHALL NOT BE REQUIRED TO MAKE SUCH ACQUISITION, AND THE COMPANY SHALL
DELAY SUCH ISSUANCE OF THE PURCHASE RIGHTS TO THE HOLDER UNTIL SUCH APPROVAL HAS
BEEN OBTAINED (OR, IN THE CASE OF APPLICABLE ANTI-TRUST LAWS, THE REQUIRED
FILINGS HAVE BEEN COMPLETED AND ANY APPLICABLE WAITING PERIOD HAS EXPIRED). THE
COMPANY SHALL USE REASONABLE BEST EFFORTS TO COMPLY PROMPTLY WITH ALL APPLICABLE
REGULATORY REQUIREMENTS RELATED TO OBTAINING SUCH APPROVALS. IF THE PRECEDING
SENTENCE OF THIS SECTION 4 APPLIES, NOTHING IN SECTION 3(B) SHALL PREVENT THE
COMPANY FROM PROCEEDING WITH THE ISSUANCE OF THE PURCHASE RIGHTS TO THE OTHER
HOLDERS OF COMMON STOCK WHO HAVE ELECTED, OR ARE OTHERWISE ENTITLED, TO ACQUIRE
SUCH PURCHASE RIGHTS OTHER THAN THE PORTION OF THE PURCHASE RIGHTS THAT THE
HOLDER IS ENTITLED TO ACQUIRE PURSUANT TO SECTION 3(B).
5. RESERVATION OF WARRANT SHARES. THE COMPANY COVENANTS THAT IT WILL AT ALL
TIMES RESERVE AND KEEP AVAILABLE OUT OF THE AGGREGATE OF ITS AUTHORIZED BUT
UNISSUED AND OTHERWISE UNRESERVED COMMON STOCK, SOLELY FOR THE PURPOSE OF
ENABLING IT TO ISSUE WARRANT SHARES UPON EXERCISE OF THIS WARRANT AS HEREIN
PROVIDED, THE NUMBER OF SHARES OF COMMON STOCK WHICH ARE THEN ISSUABLE AND
DELIVERABLE UPON THE EXERCISE OF THIS ENTIRE WARRANT. THE COMPANY COVENANTS THAT
ALL SHARES OF COMMON STOCK SO ISSUABLE AND DELIVERABLE SHALL, UPON ISSUANCE AND
THE PAYMENT OF THE APPLICABLE EXERCISE PRICE IN ACCORDANCE WITH THE TERMS
HEREOF, BE DULY AND VALIDLY AUTHORIZED, ISSUED AND FULLY PAID AND NONASSESSABLE.
IF, NOTWITHSTANDING THE FOREGOING, AND NOT IN LIMITATION THEREOF, AT ANY TIME
WHILE THIS WARRANT REMAINS OUTSTANDING THE COMPANY DOES NOT HAVE A SUFFICIENT
NUMBER OF AUTHORIZED AND UNRESERVED SHARES OF COMMON STOCK TO SATISFY ITS
OBLIGATION TO RESERVE FOR ISSUANCE UPON EXERCISE OF THIS WARRANT AT LEAST A
NUMBER OF SHARES OF COMMON STOCK (THE "REQUIRED RESERVE AMOUNT") EQUAL TO THE
MAXIMUM NUMBER OF SHARES OF COMMON STOCK AS SHALL FROM TIME TO TIME BE NECESSARY
TO EFFECT THE EXERCISE OF ALL THIS WARRANT (WITHOUT REGARD TO ANY LIMITATIONS ON
EXERCISE CONTAINED HEREIN) (AN "AUTHORIZED SHARE FAILURE"), THEN THE COMPANY
SHALL IMMEDIATELY TAKE ALL ACTION NECESSARY TO INCREASE THE COMPANY'S AUTHORIZED
SHARES OF COMMON STOCK TO AN AMOUNT SUFFICIENT TO ALLOW THE COMPANY TO RESERVE
THE REQUIRED RESERVE AMOUNT FOR THIS ENTIRE WARRANT. WITHOUT LIMITING THE
GENERALITY