WARRANT SO
TRANSFERRED SHALL BE ISSUED TO THE TRANSFEREE AND A NEW WARRANT EVIDENCING THE
REMAINING PORTION OF THIS WARRANT NOT SO TRANSFERRED, IF ANY, SHALL BE ISSUED TO
THE TRANSFERRING HOLDER.
THE ACCEPTANCE OF THE NEW WARRANT BY THE TRANSFEREE
THEREOF SHALL BE DEEMED THE ACCEPTANCE BY SUCH TRANSFEREE OF ALL OF THE RIGHTS
AND OBLIGATIONS OF A HOLDER OF A WARRANT.
4.
EXERCISE AND DURATION; EARLY CALL
(A)
SUBJECT TO THE PROVISIONS OF SECTION 4(B), 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.
(B)
IF AT ANY TIME AFTER NOVEMBER 5, 2004, (1) THE CLOSING PRICE PER
SHARE OF THE COMMON STOCK AS REPORTED ON BLOOMBERG HAS EXCEEDED $12.50 (AS
APPROPRIATELY ADJUSTED FOR ANY STOCK SPLITS, STOCK DIVIDENDS OR STOCK
COMBINATIONS AFTER THE DATE HEREOF) FOR A PERIOD OF TEN (10) CONSECUTIVE TRADING
DAYS (THE "DETERMINATION PERIOD") AND (2) A REGISTRATION STATEMENT COVERING
RESALES OF THE COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANTS HAS BEEN
EFFECTIVE AND AVAILABLE FOR USE AT ALL TIMES REQUIRED PURSUANT TO THE
REGISTRATION RIGHTS AGREEMENT AND IS EXPECTED TO REMAIN EFFECTIVE AND AVAILABLE
FOR USE UNTIL AT LEAST THE LAST DATE ON WHICH THE REGISTRATION STATEMENT IS
REQUIRED TO BE KEPT EFFECTIVE UNDER THE TERMS OF THE REGISTRATION RIGHTS
AGREEMENT, THEN THE COMPANY MAY, AT ITS SOLE OPTION, PROVIDE ALL OF THE HOLDERS
IRREVOCABLE WRITTEN NOTICE ("CALL NOTICE") REQUIRING ALL OF THE HOLDERS TO FULLY
EXERCISE ALL WARRANTS AS OF THE CALL DATE (AS DEFINED BELOW).
IF ALL OF THE
CONDITIONS DESCRIBED HEREIN HAVE BEEN SATISFIED AND CONTINUE TO BE SATISFIED
THROUGH THE CALL DATE, ANY WARRANT NOT EXERCISED BEFORE THE CLOSE OF BUSINESS ON
THE CALL DATE, SHALL AUTOMATICALLY BE DEEMED EXERCISED IN ACCORDANCE WITH
SECTION 5(A) AS OF THE CLOSE OF TRADING ON THE CALL DATE AND THE COMPANY WILL
DELIVER THE WARRANT SHARES TO THE HOLDER UPON RECEIPT OF A COMPLETED EXERCISE
NOTICE ALONG WITH THE ORIGINAL COPY OF THE WARRANT FOR CANCELLATION (OR AN
AFFIDAVIT OF LOST WARRANT IN ACCORDANCE WITH SECTION 12) AND PAYMENT FOR THE
WARRANT SHARES AS PROVIDED HEREIN.
"CALL DATE" SHALL MEAN THAT TRADING DAY THAT
IS AT LEAST THIRTY (30) DAYS FOLLOWING THE DATE ON WHICH THE COMPANY HAS GIVEN
THE CALL NOTICE TO THE HOLDERS.
2
5.
DELIVERY OF WARRANT SHARES.
(A)
UPON DELIVERY OF THE FORM OF ELECTION TO PURCHASE (IN THE FORM OF
EXHIBIT A) ("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 (I) UPON PAYMENT OF THE EXERCISE PRICE MULTIPLIED BY THE NUMBER
OF WARRANT SHARES THAT THE HOLDER INTENDS TO PURCHASE HEREUNDER