IN GOOD FAITH, IN THE BOARD'S SOLE
DISCRETION.
3.
REGISTRATION AND TRANSFER ON COMPANY BOOKS.
3.1
THE COMPANY (OR AN AGENT OF THE COMPANY) WILL MAINTAIN A REGISTER
CONTAINING THE NAMES AND ADDRESSES OF 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
3
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, 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