PRICE AT WHICH THE SELL ORDER GIVING RISE TO
SUCH PURCHASE OBLIGATION WAS EXECUTED, AND (2) AT THE OPTION OF THE HOLDER,
EITHER REINSTATE THE PORTION OF THE WARRANT AND EQUIVALENT NUMBER OF WARRANT
SHARES FOR WHICH SUCH EXERCISE WAS NOT HONORED OR DELIVER TO THE HOLDER THE
NUMBER OF SHARES OF COMMON STOCK THAT WOULD HAVE BEEN ISSUED HAD THE COMPANY
TIMELY COMPLIED WITH ITS EXERCISE AND DELIVERY OBLIGATIONS HEREUNDER.
FOR
EXAMPLE, IF THE HOLDER PURCHASES COMMON STOCK HAVING A TOTAL PURCHASE PRICE OF
$11,000 TO COVER A BUY-IN WITH RESPECT TO AN ATTEMPTED EXERCISE OF SHARES OF
COMMON STOCK WITH AN AGGREGATE SALE PRICE GIVING RISE TO SUCH PURCHASE
OBLIGATION OF $10,000, UNDER CLAUSE (1) OF THE IMMEDIATELY PRECEDING SENTENCE
THE COMPANY SHALL BE REQUIRED TO PAY THE HOLDER $1,000. THE HOLDER SHALL PROVIDE
THE COMPANY WRITTEN NOTICE INDICATING THE AMOUNTS PAYABLE TO THE HOLDER IN
RESPECT OF THE BUY-IN, TOGETHER WITH APPLICABLE CONFIRMATIONS AND OTHER EVIDENCE
REASONABLY REQUESTED BY THE COMPANY. NOTHING HEREIN SHALL LIMIT A HOLDER'S RIGHT
TO PURSUE ANY OTHER REMEDIES AVAILABLE TO IT HEREUNDER, AT LAW OR IN EQUITY
INCLUDING, WITHOUT LIMITATION, A DECREE OF SPECIFIC PERFORMANCE AND/OR
INJUNCTIVE RELIEF WITH RESPECT TO THE COMPANY'S FAILURE TO TIMELY DELIVER
CERTIFICATES REPRESENTING SHARES OF COMMON STOCK UPON EXERCISE OF THE WARRANT AS
REQUIRED PURSUANT TO THE TERMS HEREOF.
(B)
IF THIS WARRANT SHALL HAVE BEEN EXERCISED IN PART, THE COMPANY
SHALL, AT THE TIME OF DELIVERY OF THE CERTIFICATE OR CERTIFICATES REPRESENTING
WARRANT SHARES, DELIVER TO HOLDER A NEW WARRANT EVIDENCING THE RIGHTS OF HOLDER
TO PURCHASE THE UNPURCHASED WARRANT SHARES CALLED FOR BY THIS WARRANT, WHICH NEW
WARRANT SHALL IN ALL OTHER RESPECTS BE IDENTICAL WITH THIS WARRANT.
(C)
THE COMPANY SHALL NOT EFFECT ANY EXERCISE OF THIS WARRANT, AND
THE HOLDER SHALL NOT HAVE THE RIGHT TO EXERCISE ANY PORTION OF THIS WARRANT,
PURSUANT TO SECTION 3(A) OR OTHERWISE, TO THE EXTENT THAT AFTER GIVING EFFECT TO
SUCH ISSUANCE AFTER EXERCISE, THE HOLDER (TOGETHER WITH THE HOLDER'S
AFFILIATES), AS SET FORTH ON THE APPLICABLE NOTICE OF EXERCISE, WOULD
BENEFICIALLY OWN IN EXCESS OF 4.99% OF THE NUMBER OF SHARES OF THE COMMON STOCK
OUTSTANDING IMMEDIATELY AFTER GIVING EFFECT TO SUCH ISSUANCE.
FOR PURPOSES OF
THE FOREGOING SENTENCE, THE NUMBER OF SHARES OF COMMON STOCK BENEFICIALLY OWNED
BY THE HOLDER AND ITS AFFILIATES SHALL INCLUDE THE NUMBER OF SHARES OF COMMON
STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT WITH RESPECT TO WHICH THE
DETERMINATION OF SUCH SENTENCE IS BEING MADE, BUT SHALL EXCLUDE THE NUMBER OF
SHARES OF COMMON STOCK WHICH WOULD BE ISSUABLE UPON (A) EXERCISE OF THE
REMAINING, NONEXERCISED PORTION OF THIS WARRANT BENEFICIALLY OWNED BY THE HOLDER
OR ANY OF ITS AFFILIATES AND (B)
3
EXERCISE OR CONVERSION OF THE UNEXERCISED OR NONCONVERTED PORTION OF ANY OTHER
SECURITIES OF THE COMPANY (INCLUDING, WITHOUT LIMITATION, ANY OTHER WARRANTS)
SUBJECT TO A LIMITATION ON CONVERSION OR EXERCISE ANALOGOUS TO THE LIMITATION
CONTAINED HEREIN BENEFICIALLY OWNED BY THE HOLDER OR ANY OF ITS