SHALL BE DEEMED TO BE EQUAL TO THE AGGREGATE OUTSTANDING
PRINCIPAL AMOUNT OR LIQUIDATION VALUE THEREOF PLUS ALL ACCRUED AND UNPAID
INTEREST THEREON OR ACCRUED OR DECLARED AND UNPAID DIVIDENDS THEREON) OR (3) A
WRITTEN NOTICE TO THE COMPANY THAT THE PURCHASER IS EXERCISING THE WARRANT (OR A
PORTION THEREOF) BY AUTHORIZING THE COMPANY TO WITHHOLD FROM ISSUANCE A NUMBER
OF SHARES OF COMMON STOCK ISSUABLE UPON SUCH EXERCISE OF THE WARRANT WHICH WHEN
MULTIPLIED BY THE MARKET PRICE OF THE COMMON STOCK IS EQUAL TO THE AGGREGATE
EXERCISE PRICE (AND SUCH WITHHELD SHARES SHALL NO LONGER BE ISSUABLE UNDER THIS
WARRANT).
THE "MARKET PRICE" SHALL BE THE AVERAGE OF THE CLOSING BID AND ASKED
SHARE PRICES QUOTED FOR THE COMPANY'S COMMON STOCK ON THE NATIONAL ASSOCIATION
OF SECURITIES DEALERS, INC. OVER-THE-COUNTER BULLETIN BOARD OR, IF THE COMPANY'S
COMMON STOCK IS THEN TRADED ON THE NASDAQ STOCK MARKET OR AN EXCHANGE, THE
AVERAGE OF THE HIGH AND LOW SHARE PRICES OF THE COMPANY'S COMMON STOCK REPORTED
ON THE NASDAQ STOCK MARKET OR SUCH EXCHANGE.
(II)
CERTIFICATES FOR SHARES OF COMMON STOCK PURCHASED UPON EXERCISE
OF THIS WARRANT SHALL BE DELIVERED BY THE COMPANY TO THE PURCHASER WITHIN FIVE
BUSINESS DAYS AFTER THE DATE OF THE EXERCISE TIME.
UNLESS THIS WARRANT HAS
EXPIRED OR ALL OF THE PURCHASE RIGHTS REPRESENTED HEREBY HAVE BEEN EXERCISED,
THE COMPANY SHALL PREPARE A NEW WARRANT, SUBSTANTIALLY IDENTICAL HERETO,
REPRESENTING THE RIGHTS FORMERLY REPRESENTED BY THIS WARRANT WHICH HAVE NOT
EXPIRED OR BEEN EXERCISED AND SHALL, WITHIN SUCH FIVE-DAY PERIOD, DELIVER SUCH
NEW WARRANT TO THE PERSON DESIGNATED FOR DELIVERY IN THE EXERCISE AGREEMENT.
(III)
THE COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT SHALL
BE DEEMED TO HAVE BEEN ISSUED TO THE PURCHASER AT THE EXERCISE TIME, AND THE
PURCHASER SHALL BE DEEMED FOR ALL PURPOSES TO HAVE BECOME THE RECORD HOLDER OF
SUCH COMMON STOCK AT THE EXERCISE TIME.
(IV)
THE ISSUANCE OF CERTIFICATES FOR SHARES OF COMMON STOCK UPON
EXERCISE OF THIS WARRANT SHALL BE MADE WITHOUT CHARGE TO THE REGISTERED HOLDER
OR THE PURCHASER FOR ANY
2
ISSUANCE TAX IN RESPECT THEREOF OR OTHER COST INCURRED BY THE COMPANY IN
CONNECTION WITH SUCH EXERCISE AND THE RELATED ISSUANCE OF SHARES OF COMMON
STOCK.
EACH SHARE OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL,
UPON PAYMENT OF THE EXERCISE PRICE THEREFOR, BE FULLY PAID AND NONASSESSABLE AND
FREE FROM ALL LIENS AND CHARGES WITH RESPECT TO THE ISSUANCE THEREOF.
(V)
THE COMPANY SHALL NOT CLOSE ITS BOOKS AGAINST THE TRANSFER OF THIS
WARRANT OR OF ANY SHARE OF COMMON STOCK ISSUED OR ISSUABLE UPON THE EXERCISE OF
THIS WARRANT IN ANY MANNER WHICH INTERFERES WITH THE TIMELY EXERCISE OF THIS
WARRANT.
(VI)
THE COMPANY SHALL ASSIST AND COOPERATE WITH ANY REGISTERED HOLDER
OR PURCHASER REQUIRED TO MAKE ANY GOVERNMENTAL FILINGS OR OBTAIN ANY
GOVERNMENTAL APPROVALS PRIOR TO OR IN CONNECTION WITH ANY EXERCISE OF THIS
WARRANT (INCLUDING, WITHOUT LIMITATION, MAKING ANY FILINGS REQUIRED TO BE MADE
BY THE COMPANY).