TO
ENTER INTO AND TO PERFORM THIS WARRANT IN ACCORDANCE WITH ITS TERMS.
THE
REGISTERED HOLDER HAS NOT BEEN ORGANIZED, REORGANIZED OR RECAPITALIZED
SPECIFICALLY FOR THE PURPOSE OF INVESTING IN THE COMPANY.
(C)
EXPERIENCE.
THE REGISTERED HOLDER HAS MADE DETAILED INQUIRY
CONCERNING THE COMPANY, ITS BUSINESS AND ITS PERSONNEL; THE OFFICERS OF THE
COMPANY HAVE MADE AVAILABLE TO THE REGISTERED HOLDER THE OPPORTUNITY TO ASK
QUESTIONS AND RECEIVE ANSWERS CONCERNING THE TERMS AND CONDITIONS OF THIS
WARRANT AND THE WARRANT SHARES AND TO OBTAIN ANY ADDITIONAL INFORMATION THAT THE
COMPANY POSSESSES OR CAN ACQUIRE WITHOUT UNREASONABLE EFFORT OR EXPENSE THAT IS
NECESSARY TO VERIFY THE ACCURACY OF INFORMATION PROVIDED BY THE COMPANY TO THE
REGISTERED HOLDER; AND THE REGISTERED HOLDER HAS ADEQUATE NET WORTH AND MEANS OF
PROVIDING FOR HIS OR ITS CURRENT NEEDS AND PERSONAL CONTINGENCIES TO SUSTAIN A
COMPLETE LOSS OF HIS OR ITS INVESTMENT IN THE COMPANY; THE REGISTERED HOLDER'S
OVERALL COMMITMENT TO INVESTMENTS WHICH ARE NOT READILY MARKETABLE IS NOT
DISPROPORTIONATE TO HIS OR ITS NET WORTH AND THE REGISTERED HOLDER'S INVESTMENT
11
IN THIS WARRANT AND THE WARRANT SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT
WILL NOT CAUSE SUCH OVERALL COMMITMENT TO BECOME EXCESSIVE.
(D)
ACCREDITED INVESTOR.
THE REGISTERED HOLDER IS AN ACCREDITED
INVESTOR WITHIN THE DEFINITION SET FORTH IN RULE 501(A) PROMULGATED UNDER THE
SECURITIES ACT.
13.
MAILING OF NOTICES, ETC.
ALL NOTICES AND OTHER COMMUNICATIONS
FROM THE COMPANY TO THE REGISTERED HOLDER SHALL BE MAILED BY FIRST-CLASS
CERTIFIED OR REGISTERED MAIL, POSTAGE PREPAID, TO THE ADDRESS LAST FURNISHED TO
THE COMPANY IN WRITING BY THE REGISTERED HOLDER.
ALL NOTICES AND OTHER
COMMUNICATIONS FROM THE REGISTERED HOLDER OR IN CONNECTION HEREWITH TO THE
COMPANY SHALL BE MAILED BY FIRST-CLASS CERTIFIED OR REGISTERED MAIL, POSTAGE
PREPAID, TO THE COMPANY AT ITS PRINCIPAL OFFICE SET FORTH BELOW.
IF THE COMPANY
SHOULD AT ANY TIME CHANGE THE LOCATION OF ITS PRINCIPAL OFFICE TO A PLACE OTHER
THAN AS SET FORTH BELOW, IT SHALL GIVE PROMPT WRITTEN NOTICE TO THE REGISTERED
HOLDER AND THEREAFTER ALL REFERENCES IN THIS WARRANT TO THE LOCATION OF ITS
PRINCIPAL OFFICE AT THE PARTICULAR TIME SHALL BE AS SO SPECIFIED IN SUCH NOTICE.
14.
NO RIGHTS AS STOCKHOLDER.
UNTIL THE EXERCISE OF THIS WARRANT, THE
REGISTERED HOLDER SHALL NOT HAVE OR EXERCISE ANY RIGHTS BY VIRTUE HEREOF AS A
STOCKHOLDER OF THE COMPANY.
NOTWITHSTANDING THE FOREGOING, IN THE EVENT (I) THE
COMPANY EFFECTS A SPLIT OF THE COMMON STOCK BY MEANS OF A STOCK DIVIDEND AND THE
PURCHASE PRICE OF AND THE NUMBER OF WARRANT SHARES ARE ADJUSTED AS OF THE DATE
OF THE DISTRIBUTION OF THE DIVIDEND (RATHER THAN AS OF THE RECORD DATE FOR SUCH
DIVIDEND), AND (II) THE REGISTERED HOLDER EXERCISES THIS WARRANT BETWEEN THE
RECORD DATE AND THE DISTRIBUTION DATE FOR SUCH STOCK DIVIDEND, THE REGISTERED
HOLDER SHALL BE ENTITLED TO RECEIVE, ON THE DISTRIBUTION DATE, THE STOCK
DIVIDEND WITH RESPECT TO THE SHARES OF COMMON STOCK ACQUIRED UPON SUCH EXERCISE,
NOTWITHSTANDING THE FACT THAT SUCH SHARES WERE