SECURITIES EXCHANGE OR AUTOMATED QUOTATION SYSTEM WHICH REQUIRES THAT
THE COMPANY LIST THE WARRANT SHARES; AND (III) THE DATE OF ANY REORGANIZATION,
RECAPITALIZATION, CONSOLIDATION OR MERGER INVOLVING THE COMPANY IN WHICH THE
COMMON STOCK IS CONVERTED INTO OR EXCHANGED FOR SECURITIES, CASH OR OTHER
PROPERTY (OTHER THAN A TRANSACTION COVERED BY SUBSECTIONS 2(B), 2(C) OR 2(E)).
9.
EXCHANGE OF WARRANTS.
UPON THE SURRENDER BY THE REGISTERED
HOLDER, PROPERLY ENDORSED, TO THE COMPANY AT THE PRINCIPAL OFFICE OF THE
COMPANY, THE COMPANY WILL, SUBJECT TO THE PROVISIONS OF SECTION 4 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 THE REGISTERED HOLDER OR AS
THE REGISTERED HOLDER (UPON PAYMENT BY THE 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 (OR OTHER SECURITIES, CASH
AND/OR PROPERTY) THEN ISSUABLE UPON EXERCISE OF THIS WARRANT.
10
10.
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 AND
CANCELLATION OF THIS WARRANT, THE COMPANY WILL ISSUE, IN LIEU THEREOF, A NEW
WARRANT OF LIKE TENOR.
11.
TRANSFERS, ETC.
(A)
THE COMPANY WILL MAINTAIN A REGISTER CONTAINING THE NAME AND
ADDRESS OF THE REGISTERED HOLDER OF THIS WARRANT.
THE REGISTERED HOLDER MAY
CHANGE ITS OR HIS ADDRESS AS SHOWN ON THE WARRANT REGISTER BY WRITTEN NOTICE TO
THE COMPANY REQUESTING SUCH CHANGE.
(B)
SUBJECT TO THE PROVISIONS OF SECTION 4 HEREOF, THIS WARRANT AND
ALL RIGHTS HEREUNDER ARE TRANSFERABLE, IN WHOLE OR IN PART, UPON SURRENDER OF
THIS WARRANT WITH A PROPERLY EXECUTED ASSIGNMENT (IN THE FORM OF EXHIBIT II
HERETO) AT THE PRINCIPAL OFFICE OF THE COMPANY.
(C)
UNTIL ANY TRANSFER OF THIS WARRANT IS MADE IN THE WARRANT
REGISTER, THE COMPANY MAY TREAT THE REGISTERED HOLDER AS THE ABSOLUTE OWNER
HEREOF FOR ALL PURPOSES; PROVIDED, HOWEVER, THAT IF AND WHEN THIS WARRANT IS
PROPERLY ASSIGNED IN BLANK, THE COMPANY MAY (BUT SHALL NOT BE OBLIGATED TO)
TREAT THE BEARER HEREOF AS THE ABSOLUTE OWNER HEREOF FOR ALL PURPOSES,
NOTWITHSTANDING ANY NOTICE TO THE CONTRARY.
12.
REPRESENTATIONS OF THE REGISTERED HOLDER.
THE REGISTERED HOLDER
OF THIS WARRANT REPRESENTS AND WARRANTS TO THE COMPANY AS FOLLOWS:
(A)
INVESTMENT.
THE REGISTERED HOLDER IS ACQUIRING THIS WARRANT AND
THE WARRANT SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, FOR ITS OWN
ACCOUNT FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR SALE IN CONNECTION WITH,
ANY DISTRIBUTION THEREOF, NOR WITH ANY PRESENT INTENTION OF DISTRIBUTING OR
SELLING THE SAME, EXCEPT AS OTHERWISE MAY BE PERMITTED UNDER APPLICABLE
SECURITIES LAWS.
(B)
AUTHORITY.
THE REGISTERED HOLDER HAS FULL POWER AND AUTHORITY