THE EXERCISE PRICE
AS PROVIDED IN SECTION 2.1(B), AND (III) THIS WARRANT.
THIS WARRANT SHALL BE
DEEMED TO BE EXERCISED ON THE DATE OF RECEIPT BY THE COMPANY OF THE SUBSCRIPTION
NOTICE, ACCOMPANIED BY PAYMENT FOR THE WARRANT SHARES AND SURRENDER OF THIS
WARRANT, AND SUCH DATE IS REFERRED TO HEREIN AS THE "EXERCISE DATE."
IF THE
HOLDER EXERCISES THIS WARRANT AS SET FORTH HEREIN, THEN THE COMPANY SHALL, AS
PROMPTLY AS PRACTICABLE AND IN ANY EVENT WITHIN 30 DAYS AFTER THE EXERCISE DATE,
ISSUE AND DELIVER, OR CAUSE TO BE ISSUED AND DELIVERED, TO SUCH HOLDER A
CERTIFICATE OR CERTIFICATES FOR THE FULL NUMBER OF WARRANT SHARES SET FORTH IN
THE SUBSCRIPTION AGREEMENT.
AS PERMITTED BY APPLICABLE LAW, THE PERSON IN WHOSE
NAME THE CERTIFICATES FOR COMMON SHARES ARE TO BE ISSUED SHALL BE DEEMED TO HAVE
BECOME A HOLDER OF RECORD OF SUCH COMMON SHARES ON THE EXERCISE DATE AND SHALL
BE ENTITLED TO ALL OF THE BENEFITS OF SUCH HOLDER ON THE EXERCISE DATE,
INCLUDING THE RIGHT TO RECEIVE DIVIDENDS AND OTHER DISTRIBUTIONS FOR WHICH THE
RECORD DATE FALLS ON OR AFTER THE EXERCISE DATE AND TO EXERCISE VOTING RIGHTS.
(B)
AT THE DISCRETION OF THE HOLDER, THE HOLDER SHALL PAY THE EXERCISE
PRICE FOR ALL WARRANT SHARES PURCHASED HEREUNDER IN FULL IN CASH OR BY CERTIFIED
CHECK OR WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS.
2.2
WARRANT SHARES.
THE MAXIMUM NUMBER OF COMMON SHARES THAT HOLDER
IS ENTITLED TO PURCHASE HEREUNDER SHALL BE
SHARES, AS
MAY BE ADJUSTED, ON THE TERMS AND CONDITIONS SET FORTH HEREIN.
2.3
EXPENSES AND TAXES.
THE COMPANY SHALL PAY ALL EXPENSES AND TAXES
(INCLUDING ALL DOCUMENTARY, STAMP, TRANSFER OR OTHER TRANSACTIONAL TAXES)
ATTRIBUTABLE TO THE PREPARATION, ISSUANCE OR DELIVERY OF THIS WARRANT AND OF THE
COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT, OTHER THAN INCOME TAXES.
2.4
RESERVATION OF COMMON SHARES.
SO LONG AS THIS WARRANT REMAINS
OUTSTANDING, THE COMPANY SHALL RESERVE, FREE FROM PREEMPTIVE OR SIMILAR RIGHTS,
OUT OF ITS AUTHORIZED BUT UNISSUED COMMON SHARES, AND SOLELY FOR THE PURPOSE OF
EFFECTING THE EXERCISE OF THIS WARRANT, A SUFFICIENT NUMBER OF COMMON SHARES TO
PROVIDE FOR THE EXERCISE OF THIS WARRANT.
2.5
VALID ISSUANCE.
ALL COMMON SHARES ISSUED UPON EXERCISE OF THIS
WARRANT WILL, UPON PAYMENT OF THE EXERCISE PRICE AND ISSUANCE BY THE COMPANY, BE
DULY AUTHORIZED, VALIDLY AND LEGALLY ISSUED, FULLY PAID AND NONASSESSABLE AND
FREE AND CLEAR OF ALL TAXES, LIENS, SECURITY INTERESTS, CHARGES AND OTHER
ENCUMBRANCES OR RESTRICTIONS WITH RESPECT TO THE ISSUANCE THEREOF AND, WITHOUT
LIMITING THE
3
GENERALITY OF THE FOREGOING, THE COMPANY SHALL TAKE ALL ACTIONS NECESSARY TO
ENSURE SUCH RESULT AND SHALL NOT TAKE ANY ACTION WHICH WILL CAUSE A CONTRARY
RESULT.
2.6
ACKNOWLEDGMENT OF RIGHTS.
AT THE TIME OF THE EXERCISE OF THIS
WARRANT IN ACCORDANCE WITH THE TERMS HEREOF AND UPON THE WRITTEN REQUEST OF THE
HOLDER HEREOF, THE COMPANY WILL ACKNOWLEDGE IN WRITING ITS CONTINUING OBLIGATION
TO AFFORD TO SUCH HOLDER ANY RIGHTS TO WHICH SUCH HOLDER SHALL