OFFERING THEREOF
WITHIN THE MEANING OF THE ACT.
UPON EXERCISE OF THIS WARRANT, THE REGISTERED
HOLDER SHALL, IF SO REQUESTED BY THE COMPANY, CONFIRM IN WRITING, IN A FORM
SATISFACTORY TO THE COMPANY, THAT THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
WARRANT ARE BEING ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOWARD
DISTRIBUTION OR RESALE.
(B)
THE REGISTERED HOLDER UNDERSTAND THAT THIS WARRANT AND THE WARRANT STOCK
HAVE NOT BEEN REGISTERED UNDER THE ACT, AND THAT THEY MUST BE HELD BY THE
REGISTERED HOLDER INDEFINITELY, AND THAT THE REGISTERED HOLDER MUST THEREFORE
BEAR THE ECONOMIC RISK OF SUCH INVESTMENT INDEFINITELY, UNLESS A SUBSEQUENT
DISPOSITION THEREOF IS REGISTERED UNDER THE ACT OR IS EXEMPTED FROM SUCH
REGISTRATIONS.
(C)
THE REGISTERED HOLDER HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND
BUSINESS MATTERS THAT IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF THE
PURCHASE OF THIS WARRANT AND THE WARRANT STOCK PURCHASABLE PURSUANT TO THE TERMS
OF THIS WARRANT AND OF PROTECTING ITS INTERESTS IN CONNECTION THEREWITH.
(D)
THE REGISTERED HOLDER IS ABLE TO BEAR THE ECONOMIC RISK OF THE PURCHASE
OF THE WARRANT STOCK PURSUANT TO THE TERMS OF THIS WARRANT.
(E)
THE RESTATED HOLDER CONFIRMS ALL REPRESENTATIONS MADE BY IT IN THE
SUBSCRIPTION AGREEMENT.
5.
RESERVATION OF STOCK.
THE COMPANY WILL AT ALL TIMES RESERVE AND
KEEP AVAILABLE, SOLELY FOR THE ISSUANCE AND DELIVERY UPON THE EXERCISE OF THIS
WARRANT, SUCH SHARES OF WARRANT STOCK AND OTHER STOCK, SECURITIES AND PROPERTY,
AS FROM TIME TO TIME SHALL BE ISSUABLE UPON THE EXERCISE OF THIS WARRANT.
6.
EXCHANGE OF WARRANTS.
UPON THE SURRENDER BY THE REGISTERED
HOLDER OF ANY WARRANT OR WARRANTS, PROPERLY ENDORSED, TO THE COMPANY AT THE
PRINCIPAL OFFICE OF THE COMPANY, THE COMPANY WILL, SUBJECT TO THE PROVISIONS OF
SECTION 3 HEREOF, ISSUE AND DELIVER TO OR UPON THE ORDER OF SUCH HOLDER, AT THE
COMPANY'S EXPENSE, A NEW WARRANT OR WARRANTS OF LIKE TENOR, IN THE NAME OF SUCH
REGISTERED HOLDER OR AS SUCH REGISTERED HOLDER (UPON PAYMENT BY SUCH REGISTERED
HOLDER OF ANY APPLICABLE TRANSFER TAXES) MAY DIRECT, CALLING IN THE AGGREGATE ON
THE FACE OR FACES THEREOF FOR THE NUMBER OF SHARES OF COMMON STOCK CALLED FOR ON
THE FACE OR FACES OF THE WARRANT OR WARRANTS SO SURRENDERED.
7.
REPLACEMENT OF WARRANTS.
UPON RECEIPT OF EVIDENCE REASONABLY
SATISFACTORY TO THE COMPANY OF THE LOSS, THEFT, DESTRUCTION OR MUTILATION OF
THIS WARRANT AND (IN THE CASE OF LOSS, THEFT OR DESTRUCTION) UPON DELIVERY OF AN
INDEMNITY AGREEMENT (WITH SURETY IF REASONABLY REQUIRED) IN AN AMOUNT REASONABLY
SATISFACTORY TO THE COMPANY, OR (IN THE CASE OF MUTILATION) UPON SURRENDER
5
AND CANCELLATION OF THIS WARRANT, THE COMPANY WILL ISSUE, IN LIEU THEREOF, A NEW
WARRANT OF LIKE TENOR.
8.
NOTICES.
ANY NOTICE REQUIRED OR PERMITTED BY THIS WARRANT SHALL
BE IN WRITING AND SHALL BE DEEMED SUFFICIENT UPON RECEIPT, WHEN DELIVERED
PERSONALLY OR BY COURIER, OVERNIGHT DELIVERY SERVICE OR CONFIRMED FACSIMILE, OR
FORTY-EIGHT (48) HOURS AFTER BEING DEPOSITED IN THE REGULAR MAIL AS CERTIFIED