the acceptance by such transferee of all of the rights
and obligations of a holder of a Warrant.
4.
EXERCISE AND DURATION.
THIS WARRANT
SHALL BE EXERCISABLE BY THE REGISTERED HOLDER AT ANY TIME AND FROM TIME TO TIME
ON OR AFTER THE DATE HEREOF TO AND INCLUDING THE EXPIRATION DATE.
AT 6:30 P.M.,
NEW YORK CITY TIME, ON THE EXPIRATION DATE, THE PORTION OF THIS WARRANT
AVAILABLE FOR EXERCISE AND NOT EXERCISED PRIOR THERETO SHALL BE AND BECOME VOID
AND OF NO VALUE.
5.
DELIVERY OF WARRANT SHARES.
(A)
UPON DELIVERY OF THE FORM OF ELECTION TO
PURCHASE (IN THE FORM OF EXHIBIT A) (THE "EXERCISE NOTICE") TO THE COMPANY (WITH
THE WARRANT SHARES EXERCISE LOG IN THE FORM OF EXHIBIT B HERETO) AT ITS ADDRESS
FOR NOTICE SET FORTH IN SECTION 13 AND UPON PAYMENT OF THE EXERCISE PRICE
MULTIPLIED BY THE NUMBER OF WARRANT SHARES THAT THE HOLDER INTENDS TO PURCHASE
HEREUNDER, THE COMPANY SHALL PROMPTLY (BUT IN NO EVENT LATER THAN THREE (3)
TRADING DAYS AFTER THE DATE OF EXERCISE (AS DEFINED HEREIN)) ISSUE AND DELIVER
TO THE HOLDER ELECTRONICALLY THROUGH THE DEPOSITORY TRUST CORPORATION THE
WARRANT SHARES ISSUABLE UPON SUCH EXERCISE, WHICH WARRANT SHARES SHALL BE ISSUED
UNDER THE REGISTRATION STATEMENT AND SHALL BE FREELY TRADABLE ON THE PRINCIPAL
MARKET.
A "DATE OF EXERCISE" MEANS THE DATE ON WHICH THE HOLDER SHALL HAVE DELIVERED TO
THE COMPANY (I) THE FORM OF ELECTION TO PURCHASE (WITH THE WARRANT EXERCISE LOG
ATTACHED TO IT), APPROPRIATELY COMPLETED AND DULY SIGNED AND (II) PAYMENT OF THE
EXERCISE PRICE FOR THE NUMBER OF WARRANT SHARES SO INDICATED BY THE HOLDER TO BE
PURCHASED.
(B)
IF BY THE FIFTH TRADING DAY AFTER A DATE OF
EXERCISE THE COMPANY FAILS TO DELIVER THE REQUIRED NUMBER OF WARRANT SHARES IN
THE MANNER REQUIRED PURSUANT TO SECTION 5(A), THEN THE HOLDER WILL HAVE THE
RIGHT TO RESCIND SUCH EXERCISE.
(C)
IF BY THE THIRD TRADING DAY AFTER A DATE OF
EXERCISE THE COMPANY FAILS TO DELIVER THE REQUIRED NUMBER OF WARRANT SHARES IN
THE MANNER REQUIRED PURSUANT TO SECTION 5(A), AND IF AFTER SUCH FIFTH TRADING
DAY THE HOLDER PURCHASES (IN AN OPEN MARKET TRANSACTION OR OTHERWISE) SHARES OF
COMMON STOCK TO DELIVER IN SATISFACTION OF A SALE BY THE HOLDER OF THE WARRANT
SHARES WHICH THE HOLDER ANTICIPATED RECEIVING UPON SUCH EXERCISE (A "BUY-IN"),
THEN THE COMPANY SHALL (1) PAY IN CASH TO THE HOLDER THE AMOUNT BY WHICH (X) THE
HOLDER'S TOTAL PURCHASE PRICE (INCLUDING BROKERAGE COMMISSIONS, IF ANY) FOR THE
SHARES OF COMMON STOCK SO PURCHASED EXCEEDS (Y) THE AMOUNT OBTAINED BY
MULTIPLYING (A) THE NUMBER OF WARRANT SHARES THAT THE COMPANY WAS REQUIRED TO
DELIVER TO THE HOLDER IN CONNECTION WITH THE EXERCISE AT ISSUE BY (B) THE
CLOSING PRICE OF THE COMMON STOCK AT THE TIME OF THE OBLIGATION GIVING RISE TO
SUCH PURCHASE OBLIGATION AND (2) AT THE OPTION OF THE HOLDER, EITHER REINSTATE
THE PORTION OF THE WARRANT AND EQUIVALENT NUMBER OF WARRANT SHARES FOR WHICH
SUCH